UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
_____________________________
FORM 10-K
_____________________________
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35140  
_____________________________
ELLIE MAE, INC.
(Exact name of registrant as specified in its charter)
_____________________________
Delaware
 
94-3288780
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
4155 Hopyard Road, Suite 200
Pleasanton, California
 
94588
(Address of principal executive offices)
 
(Zip Code)
(925) 227-7000
(Registrant’s telephone number, including area code)
_____________________________

Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share
 
New York Stock Exchange
Securities Registered pursuant to Section 12(g) of the Act: None  
_____________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   x     No   o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.    Yes   o     No   x
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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
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
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2013 , the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $574,006,000 (based on the last reported sale price of $23.08 on June 28, 2013 ).
27,915,358  shares of the registrant’s common stock, par value $0.0001 per share, were outstanding as of March 10, 2014 .
 
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for the registrant’s 2014 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended December 31, 2013 .
 


Ellie Mae, Inc.
Form 10-K
For the Year Ended December 31, 2013
TABLE OF CONTENTS

 
 
 
Page
            Part I.
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
          Part II.
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
 
        Part III.
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
        Part IV.
 
Item 15.
 
 
 
Signatures
 





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated herein by reference contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. These statements relate to future events or our future financial performance. Forward-looking statements may include words such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or other wording indicating future results or expectations. Forward-looking statements are subject to risks and uncertainties, and actual events or results may differ materially. Factors that could cause our actual results to differ materially include, but are not limited to, those discussed under “Risk Factors” in this report. We also face risks and uncertainties relating to our business including: fluctuations in mortgage lending volume; the volume of mortgages originated by our Encompass users; the impact of changes in mortgage interest rates; changes in mortgage originator, lender, investor or service provider behavior and any related impact on the residential mortgage industry; our ability to accurately forecast revenues and appropriately plan our expenses; the number of Encompass users, including contracted SaaS Encompass users; the effectiveness of our marketing and sales efforts to attract new and retain existing SaaS Encompass users and Ellie Mae Network participants; transaction volume on the Ellie Mae Network; the level of demand for our Encompass Docs Solution and other services we offer; the level of adoption of our Total Quality Loan, or TQL, program; the timing of the introduction and acceptance of new Ellie Mae Network offerings and new on-demand services; interruptions in Ellie Mae Network service, our hosted Encompass software and any related impact on our reputation; our ability to protect the confidential information of our Encompass users, Ellie Mae Network participants and their respective customers; customer renewal and upgrade rates; the increased time, cost and complexity that may be required to successfully target larger customers; our ability to scale our operations and increase productivity to support our existing and growing customer base; our ability to successfully manage our growth and any future acquisitions of businesses, solutions or technologies; the risk that the anticipated benefits and growth prospects expected from the ARG Interactive, LLC (dba MortgageCEO), or MortgageCEO, acquisition may not be fully realized or may take longer to realize than expected; the timing of future acquisitions of businesses, solutions or technologies and new product launches; the impact of uncertain domestic and worldwide economic conditions, including the resulting effect on residential mortgage volumes; changes in government regulation affecting Ellie Mae Network participants or our business, and potential structural changes in the U.S. residential mortgage industry; the attraction and retention of qualified employees and key personnel; our ability to compete effectively in a highly competitive market and adapt to technological changes; our ability to enhance the features and functionality of our Encompass software and the Ellie Mae Network; our ability to protect our intellectual property, including our proprietary Encompass software; costs associated with defending intellectual property infringement and other claims; our ability to maintain effective internal controls and the risk of natural and man-made catastrophic interruptions to our business. We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that arises after the date of this report, or to conform such statements to actual results or changes in our expectations.
In this report, references to “Ellie Mae,” “the Company,” “we,” “our” or “us” refer to Ellie Mae, Inc. together with its subsidiaries, unless the context requires otherwise.
PART I
ITEM 1.
BUSINESS

Our Company
We provide on-demand software solutions and services for the residential mortgage industry in the United States . Our mortgage management solutions help streamline and automate the process of originating and funding new mortgage loans, thereby increasing efficiency, improving loan quality, facilitating regulatory compliance and reducing documentation errors while providing one system of record for loans .
Our Encompass software is an end-to-end, comprehensive enterprise solution that handles most of the functions involved in running the business of originating mortgages: customer relationship management; loan processing; underwriting; preparation of application, disclosure and closing documents; funding and closing the loan for the borrower; compliance with regulatory and investor requirements and overall enterprise management that provides one system of record. Delivery of our Encompass software in an on-demand Software-as-a-Service, or SaaS, environment provides customers with the added benefits of lower up front implementation costs and reduced need for an infrastructure of servers, storage and network devices as well as providing access to the most current release of an application, periodic upgrades and regulatory updates. We also host the Ellie Mae Network , a proprietary electronic platform that allows Encompass users to conduct electronic business transactions with investors and settlement service providers they work with in order to process and fund loans. As of December 31, 2013 , the Ellie Mae Network electronically connects the approximately 92,000 mortgage professionals using Encompass to the broad array of mortgage lenders, investors and third-party service providers integral to the origination and funding of residential mortgages.

1

For mortgage originators, Encompass is a comprehensive operating system that handles key business and management functions involved in running a mortgage origination business. Mortgage originators use Encompass as a single tool for loan processing, marketing, customer communication and to interact electronically with lenders, investors and service providers over the Ellie Mae Network. We also offer Encompass users a variety of other on-demand software services, including : Encompass Docs Solution , which automatically prepares the disclosure and closing documents necessary to fund a mortgage ; Encompass CenterWise , a bundled offering of electronic document management, or EDM , and websites used for customer relationship management; Total Quality Loan, or TQL , which offers a suite of fraud detection, valuation, validation and risk analysis services ; Encompass Compliance Service , which automatically checks for compliance with federal, state and local regulations throughout the origination process ; tax transcript services which provide income verification capability; services for ordering and managing appraisals; Encompass CRM , a suite of tools for managing contacts, leads and marketing campaigns; Encompass Product and Pricing Service , which allows Encompass users to compare loans offered by different lenders and investors to determine appropriate mortgage programs available to a particular borrower ; and Encompass Flood Service , which allows Encompass users to order and transfer flood zone certifications.
For the lenders, investors and service providers on the Ellie Mae Network , we provide electronic connectivity that allows them to do business with a significant percentage of the mortgage origination professionals in the United States.
Mortgage originators purchase Encompass software as a service, paying either recurring subscription fees or monthly fees based on the number of licensed users and mortgages funded. Our additional services are paid on a subscription or transaction basis. Lenders and service providers participating in the Ellie Mae Network also pay us fees, generally on a per transaction basis, for business received from Encompass users.
Corporate Information
Founded in 1997 as a California corporation, Ellie Mae was reincorporated as a Delaware corporation in November 2009 and completed its initial public offering of its common stock in April 2011. Our mailing address and executive offices are located at 4155 Hopyard Road, Suite 200 Pleasanton, California 94588 and our telephone number at that address is (925) 227-7000. We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, or Exchange Act , and, in accordance therewith, file periodic reports, proxy statements and other information with the Securities and Exchange Commission, or SEC . Such periodic reports, proxy statements and other information are available for inspection and copying at the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549 or may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. We also post on the Investor Relations page of our Website, www.elliemae.com, a link to our filings with the SEC, our Corporate Governance Guidelines and Code of Business Conduct and Ethics, which applies to all directors and all our employees, and the charters of our Audit, Compensation and Nominating and Corporate Governance committees of our board of directors. Our filings with the SEC are posted on our Website and are available free of charge as soon as reasonably practical after they are filed electronically with the SEC. Please note that information contained on our Web site is not incorporated by reference in, or considered to be a part of, this report. You can also obtain copies of these documents free of charge by writing to us at: Corporate Secretary, Ellie Mae, Inc., 4155 Hopyard Road, Suite 200, Pleasanton, CA 94588, or emailing us at: ir@elliemae.com.
Mortgage Industry Overview
Overview of Mortgage Origination Market
Mortgage originators typically advise borrowers, process loan files, collect and verify the property and borrower data upon which lending decisions are based and, in the majority of cases, fund and close the mortgage loan. According to NMLS, which is the sole system of licensure for mortgage companies for 54 state agencies and the sole system of licensure for mortgage originators for 58 state and territorial agencies, there were approximately 534,000 state licensed or federally registered individuals and 27,000 licensed companies or federal institutions engaged in originating residential mortgages across the United States at December 31, 2013 . 1 Mortgage originators typically fall into one of three categories: mega lenders, other mortgage lenders and mortgage brokerages.
•
Mega Lenders. Mega lenders are large commercial banks that have both a retail channel in which they work directly with borrowers to originate loans and a wholesale channel in which they buy loans originated by other mortgage originators, such as mortgage banks, smaller lenders, credit unions and mortgage brokerages.
________________
1

NMLS, A Nationwide View of State-Licensed Mortgage Entities (2013 Quarter 4) and NMLS Federal Registry Quarterly Report (2013 Quarter 4) , Released March 4, 2014.

2

•
Mortgage Lenders.  Mortgage lenders other than mega lenders include non-depository mortgage banks, smaller commercial banks, thrifts and credit unions. These companies source and fund loans and generally sell most of these funded loans to mega lenders or other investors.
•
Mortgage Brokerages . Mortgage brokerages are independent sales companies that originate loans for multiple mortgage lenders. They process and submit loan files to mortgage lenders or mega lenders that, in turn, fund the loans.
Based on estimates provided by the Mortgage Bankers Association, there were $1.8 trillion , $2.0 trillion , $1.4 trillion , $1.7 trillion and $2.0 trillion in loans originated for 1- to 4-family homes during the years ended December 31, 2013 , 2012 , 2011 , 2010 and 2009 , respectively. 1
Based on information provided by Inside Mortgage Finance, 39.0% of mortgages originated nationwide during 2013 were funded directly through the retail channels of mega lenders and the remaining 61.0% were funded through other wholesale channels, mortgage lenders and brokerages 2 . For 2012 and 2011 , this split was 43.5%  /  56.5% 3 and 45.0%  /  55.0% 4 , respectively.
The Mortgage Origination Process
Originating a residential mortgage involves multiple parties and requires a complex series of data-laden transactions that must be handled accurately under tight time constraints. By the time a mortgage has been funded, the typical loan package contains over one thousand pages of documents that come from over a dozen different entities, usually operating on disparate technology systems and databases. Traditionally, much of the data used to prepare these documents has been gathered manually, rather than electronically, with documents exchanged among the many participants by facsimile, courier or mail. The entire process results in significant duplicative efforts, time delays, errors, costs and redundant paper documentation, and often exposes borrower data to potential privacy and security breaches.
The following diagram of the mortgage origination process provides a framework for understanding the complexity and inefficiency of the process and the need for automated solutions. 



________________
1

Mortgage Bankers Association, MBA Quarterly Origination Estimates as of January 14, 2014. Copyright 2014.
2

Inside Mortgage Finance, February 28, 2014, p. 5, Top Retail Originators: 12M2013, Copyright 2014.
3

Inside Mortgage Finance, February 22, 2013, p. 5, Top Wholesale/Correspondent Channels: 12M2012, Copyright 2013.
4

Inside Mortgage Finance, February 17, 2012, p. 4, Top Retail Producers in 2011, Copyright 2012.

3

In addition to the challenges involved in processing loans, mortgage originators must satisfy a multitude of federal, state and local regulations and address basic business needs, including marketing, sales, product fulfillment, customer support, reporting and general management functions. Historically, most mortgage originators have operated their businesses using separate task-specific software applications that were interconnected, if at all, through customized integrations. This often resulted in constraints on effective collaboration among operating departments, limited ability to monitor the business comprehensively, increased risk of error due to inconsistent data, failure to incorporate current regulations into work flows, inadequate security and control over the process and expensive technical integration and maintenance costs.
Recent Mortgage Industry Trends and Developments
The residential mortgage industry continues to evolve and undergo significant changes since 2007, largely in response to the hundreds of billions of dollars of loan defaults and massive losses suffered by lenders and investors. The losses incurred have led to three major trends that significantly impact the residential mortgage industry.
Increased Regulation Affecting Lenders and Investors
Many regulatory reforms have been introduced or proposed to ensure meaningful disclosures by lenders to borrowers, increased transparency and objectivity of settlement services and greater accountability of lenders and mortgage originators. Many of the significant changes in regulations were issued in final form in 2013 including material changes to:
•
Regulation Z of the Truth in Lending Act of 1968, as amended, or TILA , by the Consumer Financial Protection Bureau, or CFPB , with an effective date for applications taken on or after January 10, 2014, in which the CFPB implemented amendments to TILA made by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act , to require that creditors determine a consumer's ability to repay a mortgage before making a loan and to establish both minimum mortgage underwriting standards and standards for complying with the ability to repay requirement by defining a “qualified mortgage,” or QM.
•
both Regulation X of the Real Estate Settlement Procedures Act of 1974 as amended, or RESPA , and Regulation Z of TILA , with an effective date for applications taken on or after January 10, 2014, in which the CFPB implemented amendments to RESPA and TILA made by the Dodd-Frank Act to expand the types of mortgage loans that are subject to the protections of the Home Ownership and Equity Protection Act of 1994, or HOEPA , by revising and expanding the triggers for coverage under HOEPA , and to impose additional restrictions on HOEPA mortgage loans, including a pre-loan counseling requirement.
•
both Regulation X of RESPA and Regulation Z of TILA , with a future effective date for applications taken on or after August 1, 2015, in which the Dodd-Frank Act directs the CFPB to issue proposed rules and forms that combine certain disclosures that consumers receive in connection with applying for and closing on a mortgage loan. In addition to combining the existing disclosure requirements and implementing new requirements in the Dodd-Frank Act , the final rule provides extensive guidance regarding compliance with those requirements.
In addition to the regulatory reforms that have been introduced or proposed, other significant changes in regulations have been implemented since 2008 that are subject to regulatory enforcement including:
•
implementation of the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, as amended, or SAFE , designed to require licensing and tracking of mortgage originators;
•
material changes to Regulation Z of TILA by the Federal Reserve Board to protect consumers in the mortgage market from unfair or abusive lending practices that could arise from certain loan originator compensation practices by prohibiting payments to loan originators based on the terms or conditions of the transaction other than the amount of credit extended.
These regulatory reforms further complicate the process and increase the amount of documentation required to originate and fund residential mortgages.
Increased Quality Standards Imposed by Regulators, Lenders and Investors
Lenders have eliminated many high-risk loan product offerings and have significantly tightened underwriting and processing requirements. Similarly, investors seek higher-quality, lower-risk loans in which to invest. Consistent with these tightened standards and expectations, lenders and investors are demanding increased levels of documentation of the data upon which a lending decision will be based, increased use of third-party services to obtain unbiased and independent verification of borrowers’ creditworthiness, greater proof of the adequacy of the collateral securing mortgages and strict compliance with regulatory requirements. This trend further increases the amount of documentation and number of services required to originate and fund residential mortgages. Increased enforcement by federal and state regulators continues to encourage mortgage originators to explore technology solutions that provide adequate controls and policy enforcement to facilitate originating compliant loans.

4

Greater Focus on Operational Efficiencies
The regulatory reforms enacted since 2008, combined with increased demands for loan quality, have significantly increased the cost of originating residential mortgages, with direct production costs per loan increasing
38% from 2009 to 2012 1 . As a result, mortgage originators have sought to increase their efficiency and reduce fixed expenses, leading them to explore technology solutions to automate their business processes as well as methods to avoid or reduce expenses that are not tied to revenue generating activities.
Ellie Mae’s Encompass Solution
Ellie Mae’s comprehensive on-demand, mortgage management solution provides one system of record that helps streamline and automate the mortgage origination process, increasing efficiency and loan quality, facilitating regulatory compliance and reducing documentation errors for our users.

For mortgage originators:
•
Encompass provides mortgage originators with a core business operating system, streamlining and enhancing business-critical functions, including the ability to market to prospective or former borrowers in a controlled and compliant manner, lead generation, lead management and lead distribution, loan processing, task management, communication with borrowers and other mortgage origination participants, reporting, regulatory compliance and general business management. Encompass also provides the ability to collaborate effectively between departments and monitor the business comprehensively, all within a secure environment.
•
Additional Encompass services we offer include borrower-facing websites which enable originators to market to, communicate with and support their customers, as well as automated solutions that format disclosure and closing documents, electronically manage loan documents, verify reported income, verify regulatory compliance, order and transfer flood zone certifications and match specific borrowers to the most appropriate mortgage products offered by the lender.
•
The Ellie Mae Network enables Encompass users to submit loan data and entire files electronically and securely to lenders and order and receive electronic settlement services necessary to originate a loan.
•
In 2011, we launched the pilot program for TQL , and we currently have a limited number of investors and shared lender clients. TQL is designed to further enhance the quality, compliance and saleability of loans that are originated by Encompass users, by providing a centralized ordering and reviewing interface, greater visibility into the quality of each loan through additional reporting and dashboard tools and a best practice workflow designed to ensure a higher level of review, collaboration and loan quality. Through the centralized TQL interface, we offer a suite of fraud detection, valuation, validation and risk analysis services that are presented back to our users in a comprehensive and easy-to-consume manner, with additional data population allowing for greater use of automated rules to ensure compliance and quality. In addition, our secure, tamper-proof technology enables correspondent lenders to share the original findings and data from those services with investors and other stakeholders in the industry supply chain, in a manner that allows the investor to avoid having to reorder those services, knowing that they are the original documents that were delivered directly from the original vendor and held securely in an electronic TQL vault.
For lenders, investors and service providers:
•
The Ellie Mae Network provides lenders, investors and service providers greater and more cost-effective electronic access to a significant percentage of mortgage origination professionals, increasing their revenue opportunities and lowering their marketing and loan aggregation costs.
•
Lenders, investors and service providers can seamlessly receive data directly from mortgage originators, reducing redundant data entries and errors and lowering loan-fulfillment and customer support costs.
•
Lenders use the rules and services in our TQL program to process their loans, which provides several advantages, including more efficient loan processing, higher quality loans and faster purchase by investors and, therefore, faster turnover of lenders’ warehouse lines.
•
Our TQL program also provides the investors that purchase loans from the lenders greater assurance of both loan quality and compliance with their own lending requirements.

________________
1

Mortgage Bankers Association, Annual Mortgage Bankers Performance Report 2012 Data, Net Loan Production Income and Expense, $ per loan, Copyright June 2013.

5

We market Encompass primarily to mortgage originators and wholesale divisions of many mega lenders that participate in the Ellie Mae Network and interact electronically with Encompass users to fund or purchase loans processed by those originators. Although retail channels of mega lenders generally have their own proprietary loan origination software, we have begun to market to them as well.
Our Strategy
Our mission is to be the industry standard platform for residential mortgage origination in the United States. Key elements of our strategy include:
Increase the number of Encompass users.     We continue to focus our marketing efforts and product development to increase the number of mortgage banks, commercial banks, thrifts and credit unions using Encompass and the available add-on services. Mortgage lenders typically require software with comprehensive functionality to meet their various needs and generally order most of the settlement and other services available on the Ellie Mae Network in the process of funding loans. We continue to grow our sales department as we expect an increased number of mortgage lenders to assess new platform options and replace their legacy systems in response to the increased quality standards and compliance mandates affecting the industry .
Focus sales efforts on Encompass as Software-as-a-Service (SaaS).     We are focusing our marketing and sales efforts on our Encompass on-demand offering, or SaaS Encompass , particularly our Success-Based Pricing model, in contrast to our on-premise license model. With SaaS Encompass , the customer does not pay the significant up-front licensing fee associated with our on-premise license software but rather pays a monthly base fee plus additional fees based on the number of loans they fund, or success basis, which we refer to as Success-Based Pricing . We believe this offering is particularly attractive in the present residential mortgage origination market as it aligns customers’ payments for our software solutions with their own receipts of revenues . This business model also increases the efficiency of our sales and marketing efforts by allowing us to sell multiple products and services, including our SaaS version of Encompass, Encompass CenterWise, Encompass Docs Solution, Encompass Compliance Service and Encompass Product and Pricing Service, to our mortgage lender customers in a single sales effort.
Sell additional products and services to Encompass users .      By utilizing our comprehensive suite of bundled products and services, customers avoid the risk and effort of cobbling together two or more solutions from our competing vendors. To the extent users do not subscribe to our bundled offering, we intend to encourage use of more of the Encompass services we currently offer, such as document preparation, EDM , compliance services, product and pricing services, flood services and website hosting. As our customers opt for supplemental on-demand software and services, we generate additional revenues. These are services the lender must use to originate loans and by encouraging our customers to use these through the Encompass platform we can help offer the lender greater efficiency and cost savings and continue to drive additional revenue per user. We also intend to develop additional products and services to sell to our Encompass users.
Expand the use of settlement services on the Ellie Mae Network .      The Ellie Mae Network provides mortgage originators electronic access to many of the investors and mega lenders, and most of the service providers, that they need to interact with in order to process and fund loans. During   2013 and 2012 , Encompass users employed the Ellie Mae Network to process on average approximately six and five transactions per loan file, respectively . These transactions included electronic ordering of credit reports and accessing the automatic underwriting systems of Fannie Mae and Freddie Mac. Electronic interaction over the Ellie Mae Network is less frequent with other service providers, such as appraisers and title and flood reporting companies. We believe this usage is lower in part because customers believe that the electronic solutions provided by settlement service entities do not offer electronic solutions superior to traditional processes. We intend to encourage providers of settlement services, such as title reports and appraisals, to deliver these services electronically through the Ellie Mae Network as such solutions improve over traditional processes.
Sell enhanced Ellie Mae Network offerings to investors, lenders and service providers.     We intend to continue to add functionality and services to the Ellie Mae Network so investors, lenders and service providers can more effectively do business with mortgage originators using Encompass. We introduced our TQL program in 2011 and continue to work to add more of our lender and investor customers to this program. Investors and lenders can populate mortgage originators’ Encompass software with specific compliance, underwriting and documentation requirements for loans prior to delivery in order to screen loans for quality and regulatory compliance.
Acquisitions.     Our industry is highly fragmented, and we believe there are strategic opportunities available to acquire competing software companies or software providers that offer related mortgage origination functionality that will complement and increase the attractiveness of Encompass . For example, in January 2014 , we acquired substantially all the assets of ARG Interactive, LLC (dba MortgageCEO ), or MortgageCEO , a SaaS company specializing in customer relationship management and marketing solutions for the residential mortgage industry ; in January 2011, we acquired and integrated certain assets of Mortgage Pricing System, LLC, or MPS , to introduce our Encompass Product and Pricing Service; and in August 2011, we acquired all of

6

the outstanding shares of Del Mar Datatrac, Inc., or DMD , a mortgage lending automation business, to increase our lender user base and our product offerings by providing additional proprietary back-end mortgage lending software and to broaden the functionality of our Encompass solutions. We intend to continue pursuing additional strategic acquisitions .
Products and Services
Encompass
Encompass is our proprietary comprehensive software solution that combines loan origination, business management and customer relationship management software for mortgage originators into one end-to-end system, and also provides seamless access to the investors, lenders and service providers on the Ellie Mae Network . Encompass helps users structure and streamline their mortgage origination process and facilitates collaboration among internal departments of a mortgage origination company. It supports efficiency in gathering, reviewing and verifying mortgage related data and in producing accurate documentation. It also enables enforcement of rules and business practices designed to ensure loan quality, adherence to processing standards and regulatory compliance. The core architecture of Encompass utilizes a single database that is accessible to all participants throughout the mortgage origination process.
Encompass provides the following features and benefits:
Feature
 
Benefits
Customer Acquisition and Relationship Management
 
•
Sales and marketing tools to help acquire and grow new business and pre-qualify prospective borrowers.
 
 
•
Integration to custom branded websites to help attract new borrowers and create new loans through an online application that flows directly into the Encompass loan pipeline.
 
 
•
Automatic lead follow-up and customer retention through campaign management capabilities that allow design and execution of multi-step marketing campaigns.
 
 
•
Pre-qualification tools to start loan applications, access integrated pricing engines and easily find appropriate loan products and prices for a borrower.
 
 
•
Automatic status updates posted to a branded website to keep customers and their real estate and other designated agents informed throughout the loan process.
 
 
•
Tools used to track the effectiveness of marketing and relationship building activities.
 
 
Processing
 
•
Configurable pipeline, forms and workflow enable faster loan processing, reduced errors and more efficient business operations.
 
 
•
Support for multiple business channels using configurable workflows

 
 
•
“Alert” management allows focus on urgent and relevant issues.
 
 
•
Collaboration tools keep stakeholders informed and reduce need to manually update other employees, partners and borrowers.
 
 
•
Seamless access to electronic document management simplifies document handling and increases data security.
 
 
Risk Management and Business Reporting
 
•
Centralization of all business data and electronic images.
 
 
•
Built-in rules and safeguards to set and enforce business practices.
 
 
•
Management dashboards highlighting key performance indicators.
 
 
•
Predefined reports provide out-of-the-box intelligence and can be modified with a custom report writer.
 
 
Connectivity, Personalization and Integration
 
•
Seamless and secure connections to thousands of service providers and investors on the Ellie Mae Network.
 
 
•
Workflow management to define customer-specific business processes.
 
 
•
User-defined experience through a personalized homepage.
 
 
•
Integration with third-party applications through a software development kit to leverage existing technology investments.
 
 
 

7

Feature
 
Benefits
Underwriting
 
•
Collaborate with all origination team members to respond effectively to underwriting requests and track underwriting conditions. 
 
 
•
Communicate loan conditions, request and receive mortgage documents and track conditions and documents in a single system.
 
 
•
Access electronic copies of borrower documents within the loan file and compare them with actual loan data to reduce risk of data inconsistencies.
 
 
 
 
Secondary Marketing and Trade Management
 
•
Manage lock requests and accurately track buy-side and sell-side pricing.    
 
 
•
Allocate loans that qualify for trades, track progress and capture key trade details.
 
 
•
Alerts provide notification of deadlines to help avoid late-delivery fees.
 
 
 
 
Closing and Funding
 
•
Enter closing data, perform audits and order closing documents all within a single loan file.    
 
 
•
Closing data populates funding worksheets, helping to reduce errors and enable faster funding.
 
 
 
 
Post-Closing, Shipping and Delivery
 
•
Comprehensive tracking, fulfillment and shipping of loan package.   
 
 
•
Tools to manage interim servicing before selling loans to investors.
 
 
 
 
Advanced Customization and Business Rule Management
 
•
Enterprise-level functionality for higher level security, more granular control of processes and flexible customization of the software. 
 
 
•
Comprehensive control over workflow, business rules, processes and user groups.
 
Mortgage originators can subscribe to SaaS Encompass, an on-demand solution that we host which the customer accesses through the Internet. Mortgage originators using SaaS Encompass pay monthly per-user subscription fees or fees based on their monthly loan volume, either separately or as a bundled package, subject to monthly base fees. This Success-Based Pricing model also includes our Encompass Docs Solution and Encompass Compliance Services.
Encompass Solutions and Services
Solutions offered within our on-demand platform include the Ellie Mae TQL Program, Encompass CenterWise, Encompass TPO WebCenter, Encompass Docs Solution, Encompass Compliance Service, Encompass Product and Pricing Service, Encompass 4506-T Service, Encompass Appraisal Service, and Encompass Flood Service. We have expanded our solution offerings to include Encompass CRM since acquiring MortgageCEO in 2014.

Ellie Mae TQL Program: The Ellie Mae TQL Program is a centralized platform of services within Encompass that facilitates improved consistency, efficiency and loan quality. TQL enables the ordering of multiple necessary services, such as compliance, income verification, fraud checks, collateral risk, and more, from one tool. If selling mortgages to investors, TQL also aligns the ordered services with those required by the specific investor to help expedite the sales process for both lender and investor.
Encompass CenterWise : Encompass CenterWise is a bundled offering of Encompass WebCenter and Encompass EDM.

Encompass WebCenter : Encompass WebCenter provides the ability to create and customize professional websites for lender headquarters, branches and/or loan officers. Encompass WebCenter helps facilitate the interaction of Encompass users with borrowers, allowing prospective borrowers to initiate loan applications online. If an application is initiated online, it is fed into the loan originator’s Encompass loan processing pipeline. Encompass WebCenter provides borrowers and their real estate agents real-time 24/7 loan status updates.

Encompass Electronic Document Management . Encompass EDM gives Encompass users the ability to go paperless and receive, store, manage and deliver any documents electronically and securely to borrowers, real estate agents, lenders and settlement service providers. Encompass EDM creates virtual loan folders, or eFolders, containing all documents involved in

8

the loan process including those generated by the Encompass software, documents received electronically and paper documents that are digitized using facsimile, document recognition and scanner technology. Encompass EDM gives borrowers the option to eSign or wet sign disclosures. Once a loan is funded, Ellie Mae servers retain the virtual loan folder for long-term storage and compliance.

Encompass TPO WebCenter : Encompass TPO WebCenter is a web-based extension of Encompass that enables loan level interaction between a third-party originator, or TPO, and a lender. TPO WebCenter provides a secure, synchronized web-based environment for the TPO to upload loan files and supporting documentation directly into the Encompass software used by the lender. As the lender confirms locks, changes milestones and adds conditions, the TPO sees what is happening in real-time through the TPO WebCenter, eliminating back and forth emails and faxes.

Encompass Docs Solution : Encompass Docs Solution is an integrated, comprehensive initial disclosure and closing document preparation solution that electronically generates the dozens of documents a borrower must receive and sign prior to the funding of a loan. Unlike other third-party document preparation services, mortgage originators using Encompass Docs Solution do not have to move loan data from their loan origination system to a separate closing system. The data, calculations and compliance tests are all within Encompass. As a result, Encompass Docs Solution increases the accuracy and efficiency of the document preparation to closing process.

Encompass Compliance Service : Encompass Compliance Service analyzes mortgage loan data for compliance with consumer protection laws and institutionally mandated compliance policies. Encompass Compliance Service can automatically run loan file checks multiple times during processing, underwriting, closing or funding a loan to check against a comprehensive set of federal, state and local regulations. Quick results analysis and review capabilities help identify any compliance problem or data that needs correcting. Encompass Compliance Service is integrated with Encompass but can be used with other loan origination software as well.

Encompass Product and Pricing Service : Encompass Product and Pricing Service allows Encompass users to automatically compare qualified loan products with the latest pricing and easily pinpoint the best program for a borrower. Seamless two-way workflow sends information directly from the loan file to the product and pricing engine and adjustment information directly back into Encompass, incorporating loan officer compensation compliance rules into loan pricing.

Encompass 4506-T Service : Encompass 4506-T Service is an integrated income verification solution that allows users to electronically order tax return data from the Internal Revenue Service, quickly receive reports back, and compare and validate the income stated on the loan application with the borrower’s actual tax returns.

Encompass Appraisal Service : Encompass Appraisal Service enables Encompass users to seamlessly order, track, and retrieve appraisal reports from within Encompass. Users can manage their own panel of independent appraisers or work with one of Ellie Mae’s integrated appraisal management companies.

Encompass Flood Service : Encompass Flood Service allows Encompass users to order and transfer basic and life-of-loan flood zone determination electronically. Documentation and data are stored automatically for review and investor delivery.

Encompass CRM : Encompass CRM , which was made available to SaaS Encompass users in January 2014, includes a suite of sales and marketing tools that allows users to manage contacts, leads and marketing campaigns within Encompass. It also provides reporting and controls for marketing and sales efforts.
The Ellie Mae Network
A key component of SaaS Encompass is the Ellie Mae Network , which enables mortgage originators to choose from, and connect to, a broad array of investors, mega lenders and third party service providers essential to the processing and funding of loans. Key functions of the Ellie Mae Network include the following:
•
Mortgage originators can electronically and securely submit loan files to the investors and mega lenders to whom they intend to sell them, in order to have the loans underwritten and priced and to have loan rates locked.
•
Mortgage originators can electronically order settlement services, including credit, title, appraisal, flood, compliance, mortgage insurance, fraud detection and other reports.
•
Investors, mega lenders and settlement service providers can gain instant electronic access to a large number of mortgage originators, potentially increasing their revenue opportunities and lowering their marketing, loan processing and customer support costs.

9

•
Investors, mega lenders and service providers can access electronic and real-time marketing and quality enforcement services that facilitate business interactions with mortgage originators.
Investors, mega lenders and service providers enter into contracts with us that allow their proprietary operating systems to inter-operate with the Ellie Mae Network . Lenders and service providers generally pay us fees on a per transaction basis when the mortgage originator orders these services through the Ellie Mae Network . The table below describes some of the services that mortgage originators may order during the mortgage origination process.
Type
 
Description
Credit Report
 
A report verifying a loan applicant’s credit standing to predict statistically how likely the applicant is to repay future debts.
 
 
 
Product Eligibility and Pricing Engine
 
A service that allows a mortgage originator to compare loans offered by different lenders and investors to determine the best product and price available to a particular borrower.
 
 
 
Automated Underwriting
 
A service provided by Fannie Mae and Freddie Mac that analyzes and determines whether a loan meets the requirements for eventual acquisition by them.
 
 
 
Data Transmission to and from Lenders and Investors
 
Mortgage originators transmit data for loan underwriting, pricing and registration prior to delivery of loan package to the lender.
 
 
 
Appraisal Report
 
An estimate of value of the property securing the mortgage conducted by a licensed appraiser and used by the lender to determine whether the loan is adequately collateralized.
 
 
 
Title Report; Insurance
 
A report ordered on the property to examine public records to ensure that no one except the seller or borrower has a valid claim on the property and to disclose past and current facts regarding ownership of and liens on the property; title insurance protects the insured against any loss caused by defect of title to the property.
 
 
 
Flood Certification
 
A report that determines whether the property is located in a flood hazard area based on federal flood regulations and whether the lender or investor will require flood insurance on the property.
 
 
 
Compliance Review
 
A service that reviews a loan file to confirm whether a loan complies with federal, state and local regulations.
 
 
 
Fraud Detection
 
A service that searches through a number of data fields on a loan application, identifies inaccurate or inconsistent data or suspicious circumstances and delivers a fraud filter score report.
 
 
 
Document Preparation
 
A service that automates the process of preparing the legal documents required for closing a loan.
 
 
 
Mortgage Insurance
 
Insurance that protects mortgage lenders against loss in the event of default by the borrower, which can allow lenders to make loans with lower down payments from borrowers.
 
 
 
Income, Identity and Employment Verifications
 
Services that automate the verification of each of a borrower’s income, identity and employment through a variety of sources, including the Internal Revenue Service, Social Security Administration and other third parties.

Sales, Marketing and Customer Support
Our sales force consists of four distinct teams who are deployed across the country in Sales Development, New Account Acquisition, Solution Engineering and Account Management. These teams manage our customer accounts, focus on continuing to expand the customer base and encourage adoption of the Ellie Mae Network .
To build brand awareness and generate sales leads, we conduct direct marketing campaigns, web-based workshops, public relations campaigns and media advertising. We attend and sponsor many mortgage and banking industry conferences and host our own user summit to strengthen our brand and broaden the business within our customer base.
Our implementation and support teams promote best practices-based implementations to allow customers to support their preferred work flows and integrate with other critical systems while improving productivity and ensuring that they remain compliant. Our product training representatives offer live and online technical support and product training. Our training catalogue includes a variety of training programs including in-field custom seminars for larger groups of customers, live or recorded on-line webinars to assist customers in conducting a mortgage business in general and in using our products in particular, and in-product and training videos to allow training on demand.

10

Technology
Our technology infrastructure supports all of our on-demand products and services.
Data Centers and Network Access
Our primary data centers are hosted by a leading SSAE-16 Type II certified provider of hosting services in Santa Clara, California and Chicago, Illinois. All applications provided by Ellie Mae will run actively in either of these two sites at any time. During 2012, we performed a complete refresh of our data centers and infrastructure to increase reliability, meet future scalability needs and support the product roadmap going forward. This effort has significantly increased overall systems capacity while adopting industry standard certified design which is independently audited for security and scalability.
The data centers host all of the Ellie Mae Network services and SaaS versions of Encompass. The data centers are designed with fault tolerance protection for all layers of the platform and infrastructure, including routers, switches, load balancers and firewalls, as well as the web and application services and backend database connections. In the event of a complete site failure, such as may occur in the event of a regional natural disaster, all of the services in a site can be recovered to the other site as a part of our disaster recovery strategy.
Network Security
All data transmitted and processed within the Ellie Mae Network and to our customers is encrypted using industry standard Secure Sockets Layer (SSL) protocol to protect sensitive data against third-party disclosure in transit.  Servers and network components are secured with access control mechanisms and protected by hardened industry standard firewalls, virus protection and intrusion prevention/detection systems. Security services are constantly monitored and updated in order to address emerging vulnerabilities. Even with our robust security monitoring and detection systems, we cannot guarantee that our security measures will prevent security breaches and we may need to expend significant resources to protect against and remedy any potential security breaches and their consequences. Threats and vulnerabilities to any network infrastructure are exposed continuously and there are often time lags before mitigations are deployed by our vendors. 
Research and Development
We devote substantial resources to enhance the features and functionality of our offerings as well as developing new products and services. Our research and development expenses totaled $24.7 million , $18.1 million and $13.0 million in 2013 , 2012 and 2011 , respectively.

Intellectual Property
Our success depends in large part on our proprietary products and technology for which we seek protection from a combination of patent, copyright, trademark and trade secret laws and other agreements with employees and third parties. We require our officers, employees and consultants to enter into standard agreements containing provisions requiring confidentiality of proprietary information and assignment to us of all inventions made during the course of their employment or consulting relationship. We also enter into nondisclosure agreements with our commercial counterparties and limit access to, and distribution of, our confidential information.
We are committed to developing and protecting our intellectual property and, where appropriate, file patent applications to protect our technology. We currently hold seven United States, or U.S., patents, with two patent applications pending and three continuing patent applications in the United States. The term of any issued patent in the United States is generally 20 years from its filing date and if our applications are pending for a long time period, we may have a correspondingly shorter term for any patent that may issue. U.S. Patent Nos.  8,364,579 and 7,444,302 , which apply to the Internet or cloud-based transaction platforms that connect our customers to lenders, vendors and Government Sponsored Enterprises in the Ellie Mae Network within the Encompass Loan Origination System, expire in 2024 and 2025 , respectively. U.S. Patent No.  8,126,920 , which applies to the enterprise security management system of the Encompass Loan Origination System, expires in 2029 . U.S. Patent Nos. 7,472,089 and 8,117,117 , which apply to web integration of Loan Origination Software interfaces used in lender and vendor connections in the Ellie Mae Network , expire in 2024 . US. Patent No. 8,600,798 , which applies to the loan screening in the Ellie Mae Network , expires in 2030 . U.S. Patent Nos. 7,412,417 and 7,752,124 , which apply to the Mavent rule-based validation engine and its automation used in our Encompass Compliance Service, expire in 2020 . Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. Furthermore, we cannot guarantee any patents will be issued as a result of our patent applications.
We hold a number of registered and unregistered trademarks, service names and domain names that are used in our business in the United States.

11

Competition
The mortgage origination software market is highly competitive. There are many software providers catering to mortgage brokerages and mortgage lenders. Our current principal software competitors include: Byte Software Inc., a subsidiary of CBCInnovis ; Calyx Technology, Inc. ; Davis + Henderson Corporation; Harland Financial Solutions, a subsidiary of Davis + Henderson Corporation ; ISGN Solutions Inc.; Mortgage Builder Software, Inc.; OpenClose Mortgage Software; and PCLender.com, Inc., a subsidiary of Fidelity National Financial, Inc. . Some of these software providers, including Calyx Technology, Inc. , also provide connectivity between their software users and lenders and service providers.
Competition with Software Providers
We compete against software providers based on our ability to provide:
•
a comprehensive software solution that provides all business-critical functions including customer acquisition, loan processing, task management, communication with borrowers and other mortgage origination participants, reporting, regulatory compliance and general business management;
•
solutions that create efficiencies in gathering, reviewing and verifying mortgage related data and producing accurate documentation;
•
on-demand solutions that reduce the need for IT infrastructure and overhead while providing the ability to update capabilities and adopt new regulations in a timely manner;
•
customizable business rules to automate processes, promote accountability and enforce business practices that help assure loan quality and regulatory compliance;
•
a single database to reduce data errors and facilitate collaboration among departments within a mortgage origination company and comprehensive monitoring of the business of the entire enterprise;
•
attractive pricing options, such as our Success-Based Pricing model, allowing customers to time payments to cash flow;
•
an integrated network to submit loan files electronically and securely to lenders and electronically order all of the services necessary to originate a loan; and
•
security, reliability and data protection.
Competition with Service Providers
We only offer our other Encompass software services to Encompass users. There are many other service providers that also offer our Encompass users competing software services, including:
Borrower-facing Websites . We compete against providers of borrower-facing websites for mortgage originators, including: a la mode, inc.; Mortgagebot, a Davis + Henderson company and Mortgage Internet Technologies, Inc. (dba vLender.Com).
Document Preparation Services . We compete against document preparation service providers, including: DigitalDocs, Inc.; DocMagic Inc.; LenderLive Network, Inc.; MRG Document Technologies; Mortgage Banking Systems, Inc. and Wolters Kluwer Financial Services, Inc.
Compliance Services . We compete against compliance software service providers, including: Interthinx, Inc., a subsidiary of Verisk Analytics, Inc.; LogicEase Solutions Inc., an investee of Corelogic, and Wolters Kluwer Financial Services, Inc.
Product and Pricing Services . We compete against product and pricing service providers, including: Insight Lending Solutions, Inc.; Mortech, Inc., a Zillow business; NYLX, Inc. and Optimal Blue, LLC.
Electronic Document Management.  We compete against EDM providers, including: Encomia, LLC; SigniaDocs, Inc.; VirPack Corporation and Xerox Mortgage Services, Inc.
We compete against these providers not only based on the quality of the service we offer, but also on integration of each specific service provided within Encompass’s overall workflow. This enhances mortgage originators’ control over the mortgage origination process and reduces errors and costs through the seamless exchange of data across applications and services.
Competition Regarding the Ellie Mae Network
The Ellie Mae Network is only available to mortgage originators using Encompass. The principal competition to the use of the Ellie Mae Network remains traditional methods of exchanging data and documents among mortgage industry participants by email, facsimile, phone, courier and mail. In addition, competition comes from mortgage originators using a standalone web browser to go individually to each investor, lender, or service provider’s website and then manually upload loan data or enter

12

information into the website. Mortgage originators may continue to use these methods due to habit, personal business relationships or for other reasons, despite the disadvantages of duplicative efforts, time delays, errors and costs, redundant paper documentation and potential privacy and security breaches.
Lenders and service providers, including those who participate on the Ellie Mae Network , can and do connect with mortgage originators that are not Encompass users in a variety of ways, including through other networks between mortgage originators and lenders and service providers such as RealEC Technologies, Inc., a subsidiary of Fidelity National Financial, Inc.
We compete with respect to the Ellie Mae Network based on offering mortgage originators accessibility to a critical mass of investors, lenders and service providers and enabling mortgage originators to transact all aspects of the mortgage origination process over the network. In addition, we compete with respect to the Ellie Mae Network by providing investors, lenders and service providers with greater access to the mortgage origination community, which enables them to increase their revenue opportunity and lower the cost of marketing and customer support.
We believe we generally compete favorably with our competitors; however, some of our actual and potential competitors enjoy substantial competitive advantages over us, such as longer operating histories and significantly greater financial, technical, marketing and other resources.
Government Regulation
The U.S. mortgage industry is heavily regulated. Mortgage originators, lenders, investors and service providers with which we do business are subject to federal, state and local laws that regulate and restrict the manner in which they operate in the residential mortgage industry, including Regulation X of RESPA , Regulation Z of TILA , the Mortgage Disclosure Improvement Act, and SAFE . In addition, the passage of the Dodd-Frank Act has increased, and will continue to increase, regulation of the mortgage industry, including: generally prohibiting lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based on verified and documented information; requiring the CFPB to enact regulations to help assure that consumers are provided with timely and understandable information about residential mortgage loans that protect them against unfair, deceptive and abusive practices; and requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize and sell to third-party investors without retaining any of the loans’ default risk. Although we are not directly subject to these laws and regulations, changes to these laws and regulations could broaden the scope of parties or activities subject to regulation and require us to comply with their restrictions, and new products and services developed by us may be subject to, or have to reflect, these laws or regulations.
In addition, we are subject to general business laws and regulations, as well as laws and regulations specifically governing the Internet, such as those covering taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services.
Employees
At December 31, 2013 , we had 407 full-time employees, including 79 in sales and marketing, 275 in research and development and technology and 53 in general and administrative functions. None of our employees are covered by a collective bargaining agreement.
Facilities
Our corporate headquarters are located in Pleasanton, California, in two facilities totaling 54,000 square-feet, under subleases expiring in May 2015. We also have field-based staff operating in several areas around the country, primarily based in Irvine, California; Calabasas, California; San Diego, California; Worcester, Massachusetts; Omaha, Nebraska; and Montville, New Jersey.
ITEM 1A.
RISK FACTORS
You should carefully consider the risks described below and the other information in this report. If any of the following risks materialize, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. The risks described below are not the only ones facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business, results of operations, financial condition and liquidity.

13

Our future performance will be highly dependent on our ability to continue to attract SaaS Encompass customers and to grow revenues from new on-demand services.
To maintain or increase our revenues, we must increase the number of users of our software and percentage of our software users who choose our on-demand SaaS Encompass offering, from which we generate greater revenues than from our on-premise license offering. We cannot guarantee our Success-Based Pricing strategy will continue to be successful. If it is not successful, or if we are unable to identify an alternate strategy and successfully increase the number of SaaS Encompass customers, our business may be materially adversely affected.
Our success will also depend, to a large extent, on the willingness of mortgage lenders to continue to accept the SaaS model for delivering software applications that they view as critical to the success of their business. Our success will substantially depend on our ability to convince enterprises using on-premise enterprise software solutions to invest significant personnel and financial resources to migrate to our SaaS offering. It is difficult to predict customer adoption rates and demand for our services, the future growth rate and size of the SaaS market or the entry of competitive applications. The growth of the SaaS market depends on a number of factors, including the cost, performance and perceived value associated with SaaS offerings, as well as the ability of SaaS companies to address security and privacy concerns. If other SaaS providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for SaaS applications as a whole, including our own products and services, may be negatively affected. If there is a reduction in demand for SaaS caused by technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, it could result in decreased revenues and our business could be adversely affected.
In order to grow our business, we must expand the use of settlement services on, and increase the number of transactions effected through, the Ellie Mae Network .
To grow our base of Ellie Mae Network participants, we and settlement service providers must continue to enhance the features and functionality of offerings to them. In addition, increasing the number of settlement service transactions effected through the Ellie Mae Network will depend, in part, on settlement service providers enhancing their technical capabilities, which is largely beyond our control.
We must also convince a variety of potential Ellie Mae Network participants, including mortgage lenders, originators, settlement service providers and mega lenders, of the benefits of electronic origination and network participation as compared to traditional mortgage origination methods including paper, facsimile, courier, mail and email.
We cannot guarantee that our Ellie Mae Network and other service offerings will achieve market acceptance. In the event these efforts are not successful, our business and growth prospects would be adversely affected.
System interruptions that impair access to the Ellie Mae Network or SaaS Encompass could damage our reputation and brand and substantially harm our business.
The satisfactory performance, reliability and availability of SaaS Encompass, the Ellie Mae Network , our website, our services, including our Encompass Compliance Service, and our network infrastructure are critical to our reputation and our ability to attract and retain Ellie Mae Network participants and Encompass users. Because our service is complex and incorporates a variety of hardware and proprietary and third-party software, our service may have errors or defects that could result in unanticipated downtime for our subscribers. Internet-based services frequently contain undetected errors when first introduced or when new versions or enhancements are released. We have from time to time found defects in our service and new errors in our service may be detected in the future. In addition, our customers may use our service in unanticipated ways that may cause a disruption in service for other customers attempting to access their data. Since our customers use our service for important aspects of their business, any errors, defects, disruptions in service or other performance problems could result in negative publicity, damage our reputation and brand, reduce our revenue, cause us to issue credits, negatively impact our ability to run our business, hinder our ability to enroll new customers and cause us to lose current customers, all of which could harm our business and operating results.
We have experienced and may in the future continue to experience temporary system interruptions, either to the Ellie Mae Network or to SaaS Encompass hosting locations, for a variety of reasons, including network failures, power failures, software errors, problems with Encompass and other third-party firmware updates, as well as an overwhelming number of Ellie Mae Network participants and Encompass users trying to access our network during periods of strong demand. In addition, our two primary data centers, located in Santa Clara, California and Chicago, Illinois, are hosted by a third-party service provider over which we have little control. We depend on this third-party service provider to provide continuous and uninterrupted access to the Ellie Mae Network and SaaS Encompass. If for any reason our relationship with this third party were to end, it would require a significant amount of time to transition the hosting of our data centers to a new third-party service provider. Since we are dependent on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, if at all.

14

Our failure to protect the confidential information of our Encompass users, our Ellie Mae Network participants and their respective customers could damage our reputation and brand and substantially harm our business.
Certain confidential information relating to certain of our Encompass users, our Ellie Mae Network participants and their respective customers resides on our third-party hosted data center servers and is transmitted over our network. We rely on encryption and authentication technology licensed from third parties to effect secure transmission of confidential information, including personal information and credit card numbers. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, service provider error, malfeasance or otherwise. These servers may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our IT systems. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. The possession and use of personal information in conducting our business subject us to legislative and regulatory burdens that may require notification to customers of a security breach, restrict our use of personal information and hinder our ability to acquire new customers or market to existing customers.
We cannot guarantee that our security measures will prevent security breaches. Any such compromise of our security could damage our reputation and brand and expose us to a risk of loss or litigation and potential liability, which would substantially harm our business and operating results. We may need to expend significant resources to protect against and remedy any potential security breaches and their consequences.
We cannot accurately predict subscription renewal or upgrade rates and the impact these rates may have on our future revenues and operating results.
Our customers have no obligation to renew their subscriptions for our service after the expiration of their initial subscription period, which ranges from one to five years . They may also choose to renew their subscriptions at lower levels. In addition, in the first year of a subscription, customers often purchase a higher level of professional services than they do in renewal years. As a result, our ability to grow is dependent in part on customers purchasing additional subscriptions and services after the initial subscription term. We cannot accurately predict renewal rates given our varied customer base and the number of multi-year subscription contracts. Our customers’ renewal rates may decline or fluctuate because of several factors, including their satisfaction or dissatisfaction with our services, the prices of our services, the prices of services offered by our competitors or reductions in our customers’ spending levels due to the macroeconomic environment or other factors. If our customers do not renew their subscriptions for our services, renew on less favorable terms or do not purchase additional subscriptions or services, our revenues may grow more slowly than expected or decline and our profitability and gross margin may be harmed.
Mortgage lending volume was lower in 2013 than in 2012 , and it is expected to be lower in 2014 than in 2013 due to various factors which could adversely affect our business.
Mortgage lending volume was lower in 2013 than in 2012 , and it is expected to be lower in 2014 than in 2013 . Factors that adversely impact mortgage lending volumes include increasing mortgage interest rates, reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, the number of existing mortgages eligible for refinancing and other macroeconomic factors.
In addition, mortgage interest rates were at historic lows and recently have been rising. Mortgage interest rates are influenced by a number of factors, including monetary policy. The Federal Reserve Bank may raise the federal funds rate, which would likely cause mortgage interest rates to rise. Increases in mortgage interest rates could reduce the volume of new mortgages originated, in particular the volume of mortgage refinancings. Additionally, because the ratio of applications to closed loans typically is greater with refinancings than with purchase loans, a continued decrease in refinancings would result in fewer mortgage applications per funded loan. Since we generate some Ellie Mae Network revenues during the application process, regardless of whether the loan is eventually funded, this may continue to negatively impact our transaction based revenue.
We currently estimate that approximately 30% to 40% of our revenues has some sensitivity to volume . The forecasted lower levels in residential mortgage loan volume in 2014 as compared to 2013 levels will require us to increase our user base and/or our revenues per loan processed by our customers in order to maintain our financial performance. Any additional decrease in residential mortgage volumes would heighten our need to increase these revenue drivers. We cannot guarantee we will be successful in these efforts, which could materially adversely affect our business.
A significant decline in mortgage origination volume, such as the significant drop in mortgage volume anticipated in 2014, could also negatively impact our customers, resulting in a reduction of their Encompass users, consolidation with other lenders or cessation of operations. If any of these occurs, it could materially adversely affect our business.

15

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
Our revenues and operating results have in the past varied and could in the future vary significantly from quarter-to-quarter and year-to-year because of a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be indicative of future operating results. In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:
•
the number of Encompass users;
•
the volume of mortgages originated by Encompass users, especially users on our Success-Based Pricing model;
•
transaction volume on the Ellie Mae Network ;
•
fluctuations in mortgage lending volume;
•
the relative mix of purchase and refinance volume handled by Encompass users;
•
the level of demand for our services;
•
the timing of the introduction and acceptance of Ellie Mae Network offerings and new on-demand services;
•
costs associated with defending intellectual property infringement and other claims; and
•
changes in government regulation affecting Ellie Mae Network participants or our business.
Due to these and other factors, our future results may not reach our internal projections. In addition, our operating results in future periods may not meet the expectations of investors or public market analysts who follow our company, which could cause our stock price to decline rapidly and significantly. The results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance.
Since part of our sales efforts are targeted at larger customers, our sales cycle may become longer and more expensive, we may encounter pricing pressure and implementation and customization challenges, and we may have to delay revenue recognition for some complex transactions, all of which could harm our business and operating results.
Part of our business strategy is to target larger mortgage lenders that handle greater volumes of loans. As we target more of our sales efforts at larger customers, we could face greater costs, longer sales cycles and less predictability in completing some of our sales. In this market, the customer's decision to use our products and services may be an enterprise-wide decision and, if so, this type of sale could require us to provide greater levels of education regarding the use and benefits of our products and services. In addition, larger customers may demand more customization, implementation services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.
Supporting our existing and growing customer base could strain our personnel resources, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.
We continue to experience significant growth in our customer base, which has placed a strain on our management and administrative, operational and financial infrastructure. We anticipate that additional investments in our implementation capabilities and research and development and general and administrative spending will be required to scale our operations and increase productivity, address the needs of our customers, further develop and enhance our products and services and scale with the overall growth of our company.
In addition, professional services, such as implementation services, are a key aspect of on-boarding new customers. The implementation process is complicated and we will need to scale our capabilities in this area to meet future revenue targets. If a customer is not satisfied with the quality of work performed by us or with the type of services or solutions delivered, then we could incur additional costs to address the situation, the profitability of that work might be impaired, and the customer's dissatisfaction with our products and services could damage our ability to obtain additional work from that customer. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.
Continued growth may place significant demands on our management and our infrastructure and require significant expenditures and resources.
Our growth has placed and may continue to place significant demands on our management and our administrative, operational and financial infrastructure. As our operations grow in size, scope and complexity, we will need to improve and upgrade our

16

systems and infrastructure, including our data centers and financial reporting systems. These upgrades and improvements are necessary in order to offer an increasing number of customers enhanced solutions, features and functionality and to ensure continued adequate controls over financial reporting.
In addition, the expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources in advance of any anticipated increase in the volume of business, with no assurance that the volume of business will actually increase. Continued growth could also strain our ability to maintain reliable service levels for our customers, develop and improve our operational, financial and management controls, enhance our reporting systems and procedures and recruit, train and retain highly skilled personnel.
Managing our growth will require significant expenditures and allocation of valuable management resources. We have been aggressively hiring talent in all areas of our business, which has significantly increased our expenses. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business would be harmed. We are also in the process of upgrading and/or replacing various software systems including our new enterprise resource planning, or ERP , system, which we began using during the fourth quarter of 2013. The implementation of an ERP system entails certain risks, including difficulties with changes in business processes that could disrupt our company's operations, such as our ability to process orders, provide services and customer support, fulfill contractual obligations and aggregate financial and operational data, and the ERP providers to deliver the functionality we require and in a timely manner. Unanticipated problems impacting the implementation of these systems could significantly increase the expenditures and resources allocated to this project, divert the attention of management and harm our business. If the implementations of these new applications are delayed, or if we encounter unforeseen problem with our new systems or in migrating away from our existing applications and systems, our operations and our ability to manage our business could be negatively impacted.
Integrating future acquisitions could disrupt our business, harm our financial condition and operating results or dilute or adversely affect the price of our common stock.
Our success will depend in part on our ability to expand our solutions and services and to grow our business in response to changing technologies, customer demands and competitive pressures. In some circumstances, we may pursue growth through the acquisition of complementary businesses, solutions or technologies rather than through internal development. For example, in January 2014 , we acquired substantially all the assets of MortgageCEO , a SaaS company specializing in customer relationship management and marketing solutions for the residential mortgage industry .
The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to complete acquisitions successfully. Moreover, if such acquisitions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all. Acquisitions and investments involve numerous risks which may have a negative impact on our results of operations, including:
•
write-offs of acquired assets or investments;
•
potential financial and credit risks associated with acquired customers;
•
unknown liabilities associated with the acquired businesses;
•
unanticipated expenses related to acquired technology and its integration into existing technology;
•
depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation; and
•
adverse tax consequences of any such acquisitions.
Even if we successfully complete an acquisition, we may not be able to assimilate and integrate effectively the acquired business, technologies, solutions, assets, personnel or operations, particularly if key personnel of an acquired company decide not to work for us. We may encounter difficulty in incorporating acquired technologies into our service and maintaining the quality standards that are consistent with our brand and reputation. In addition, we may issue debt or equity securities to complete an acquisition, which could dilute our stockholders’ ownership and adversely affect the price of our common stock.
Events similar to the extreme turmoil in the residential mortgage industry that occurred from 2007 to 2009 could adversely affect our business.
From 2007 to 2009, the worldwide credit market was severely disrupted by the global financial crisis due to the precipitous rise of sub-prime mortgage delinquencies and resulting failure of securities backed by mortgages, including these sub-prime mortgages. This crisis resulted in extreme turmoil in the residential mortgage industry and caused many mortgage originators and

17

other mortgage industry participants to go out of business. If the residential mortgage industry were to experience another similar disruptive event, our business could be materially adversely affected.
The residential mortgage industry is heavily regulated and changes in current legislation or new legislation could adversely affect our business.
Changes in the regulations that govern our customers could adversely affect our business.
The U.S. mortgage industry is heavily regulated. Federal and state governments and agencies could enact legislation or other policies that could negatively impact the business of our Encompass users and other Ellie Mae Network participants. Any changes to existing laws or regulations or adoption of new laws or regulations that increase restrictions on the residential mortgage industry may decrease residential mortgage volume or otherwise limit the ability of our Encompass users and Ellie Mae Network participants to operate their businesses, resulting in decreased usage of our solutions.
Changes in current legislation or new legislation may increase our costs by requiring us to update our products and services.
Changes to existing laws or regulations or adoption of new laws or regulations relating to the residential mortgage industry could require us to incur significant costs to update our products and services. Our Encompass Compliance Service analyzes mortgage loan data for compliance with consumer protection laws and institutionally mandated compliance policies and must continually be updated to incorporate changes to such laws and policies. The Dodd-Frank Act has caused and will continue to cause us to make similar updates to Encompass, Encompass Product and Pricing Service , Encompass Docs Solution , TQL and the Ellie Mae Network to address, among other things, regulations that protect consumers against unfair, deceptive and abusive practices by lenders. For example, additional tools and product updates were recently required to address the Ability-to-Repay, or ATR , / Qualified Mortgage, or QM , and Federal and State High Cost rules effective in January 2014. These additions and updates have caused us to incur significant expense, and future updates will likely similarly cause us to incur significant expense.
Potential structural changes in the U.S. residential mortgage industry, in particular plans to diminish the role of Fannie Mae and Freddie Mac, could disrupt the residential mortgage market and have a material adverse effect on our business.
Fannie Mae and Freddie Mac play a very important role in providing liquidity, stability and affordability in the current U.S. residential mortgage market. In particular, they participate in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities. In February 2011, the Obama administration delivered a report to Congress which proposed the winding down of Fannie Mae and Freddie Mac and shrinking the federal government’s role in the housing market. This proposal includes the withdrawal of government guarantees currently available for certain residential loans and increasing the down payment requirements for borrowers, both of which could reduce mortgage lending volume. In February 2012, the Federal Housing Finance Agency sent Congress a strategic plan to wind down Fannie Mae and Freddie Mac over the next several years. This proposal includes building a new infrastructure for the secondary mortgage market, continuing to shrink Fannie Mae’s and Freddie Mac’s operations by eliminating the direct funding of mortgages and shifting mortgage credit risk to private investors and maintaining foreclosure prevention activities and credit availability. In August 2012, the U.S. Department of the Treasury announced it would require Fannie Mae and Freddie Mac to reduce their investment portfolios more quickly, at an annual rate of 15% versus the previous rate of 10%. In June 2013, the U.S. Senate introduced a bill to wind down Fannie Mae and Freddie Mac over five years. This legislation would replace Fannie Mae and Freddie Mac with a new Federal Mortgage Insurance Corporation that would continue to guarantee mortgages, but only after private capital absorbs the first 10% of any losses. In July 2013, the U.S. House of Representatives also unveiled draft legislation to similarly wind down Fannie Mae and Freddie Mac over a five year period. The effects of these proposals, the passage of either of these bills into law or any significant structural change to the U.S. residential mortgage industry may cause significant disruption to the residential mortgage market. If we are unable to react effectively and quickly to changes in the residential mortgage industry, our business could be harmed.
We may be limited in the way in which we market our business or generate revenue by U.S. federal law prohibiting referral fees in real estate transactions, and if we are found to be in violation of such laws we would be subject to significant liability.
RESPA generally prohibits the payment or receipt of fees or any other thing of value for the referral of business related to a residential real estate settlement service and prohibits fee shares or splits or unearned fees in connection with the provision of such services. Encompass software and services and the Ellie Mae Network were designed with payment methods that are not currently prohibited by the restrictions under RESPA. Nonetheless, RESPA may restrict our ability to enter into marketing and distribution arrangements with third parties for existing or newly developed products and services, particularly to the extent that such arrangements may be characterized as involving payments for the referral of residential real estate settlement service business. Additionally, any amendments to RESPA or court opinions interpreting the provisions of RESPA that result in restrictions on our current payment methods, or any determination that our payment methods have been and currently are subject to the restrictions

18

under RESPA, could have a material adverse effect on our business. If we were found to be in violation of RESPA rules, we would be exposed to significant potential liability that could have a material adverse effect on our reputation and business.
We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current or hire additional personnel, our ability to develop and successfully market our business could be harmed.
We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, finance, creative and sales and marketing personnel. Moreover, we believe that our future success is highly dependent on the contributions of our named executive officers. All of our officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to sell, our solutions and harm the market’s perception of us. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located. Qualified individuals are in high demand, and we may incur significant costs to attract them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing sales, operational and managerial requirements, or may be required to pay increased compensation in order to do so. If we are unable to attract and retain the qualified personnel we need to succeed, our business will suffer.
Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Our named executive officers are vested in a substantial amount of stock options and performance share awards . Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the vested options, or if the exercise prices of the options that they hold are significantly above the market price of our common stock. If we are unable to retain our named executive officers or other key employees, our business will be harmed.
We operate in a highly competitive market, which could make it difficult for us to attract and retain Encompass users and Ellie Mae Network participants.
The mortgage origination software market is highly competitive. There are many software providers, such as: Byte Software Inc., a subsidiary of CBCInnovis ; Calyx Technology, Inc. ; Harland Financial Solutions, a subsidiary of Davis + Henderson Corporation ; and PCLender.com, Inc., a subsidiary of Fidelity National Financial, Inc. , that compete with us by offering loan origination software to mortgage originators. Some software providers, including Calyx Technology, Inc. , also provide connectivity between their software users and lenders and service providers. Other connectivity alternatives are provided by services such as RealEC Technologies, Inc., a subsidiary of Fidelity National Financial, Inc. We also compete with compliance and document preparation service providers that are much larger and more established than us. There is vigorous competition among providers of these services and we may not succeed in convincing potential customers using other services to switch to ours. Many service providers connect directly to mortgage originators without using any loan origination software. Some of our competitors also offer services on a per closed loan basis, which could adversely impact the effectiveness of our Success-Based Pricing strategy for increasing the number of SaaS Encompass customers. If we are unsuccessful in competing effectively by providing attractive functionality, customer service or value, we could lose existing Encompass users to our competitors and our ability to attract new Encompass users could be harmed.
We only offer our Encompass services to Encompass users. There are many other service providers that offer our Encompass users competing services, including borrower-facing websites, document preparation services, compliance services and EDM . We may be unsuccessful in continuing to differentiate our Encompass service offerings to the extent necessary to effectively compete in some or all of these markets.
The Ellie Mae Network is only available to mortgage originators using Encompass. The principal alternative to the use of the Ellie Mae Network by Encompass users remains traditional methods of exchanging data and documents among mortgage industry participants by email, facsimile, phone, courier and mail. In addition, mortgage originators may use standalone web browsers to go individually to each investor, lender or service provider’s website and then manually upload loan data or enter information into the website. Mortgage originators may continue to use these methods due to habit, personal business relationships or otherwise. The success of the Ellie Mae Network depends on our ability to achieve and offer access to both the critical mass of investors, lenders and service providers necessary to attract and retain mortgage originators using Encompass on the Ellie Mae Network and the critical mass of active mortgage originators necessary to attract and retain investors, lenders and service providers on our network.
Some of our actual and potential competitors have longer operating histories and significantly greater financial, technical, marketing and other resources than we do and, as a result, these companies may be able to respond more quickly to changes in regulations, new technologies or customer demands, or devote greater resources to the development, promotion and sale of their

19

software and services than we can. In addition, we may face increased competition as a result of continuing industry consolidation, such as: Accenture's acquisition of Mortgage Cadence LLC in August 2013; Davis + Henderson Corporation’s acquisitions of Harland Financial Solutions in August 2013, Mortgagebot LLC in April 2011 and Avista Solutions, Inc. in May 2012; Lender Processing Services, Inc.’s acquisition of PCLender.com, Inc. in March 2011; Optimal Blue, Inc.’s acquisition of LoanSifter, Inc. in December 2013 and Fidelity National Financial, Inc.’s acquisition of Lender Processing Services, Inc. in January 2014. We expect the mortgage origination market to continue to attract new competitors and there can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face will not materially adversely affect our business.
Failure to adapt to technological changes may render our technology obsolete or decrease the attractiveness of our solutions to our customers.
If new industry standards and practices emerge, or if competitors introduce new solutions embodying new services or technologies, Encompass and the Ellie Mae Network technology may become obsolete. Our future success will depend on our ability to:
•
enhance our existing solutions;
•
develop and potentially license new solutions and technologies that address the needs of our prospective customers; and
•
respond to changes in industry standards and practices on a cost-effective and timely basis.
We must continue to enhance the features and functionality of Encompass, other Encompass services and the Ellie Mae Network . The effective performance, reliability and availability of Encompass, Encompass services and the Ellie Mae Network infrastructure are critical to our reputation and our ability to attract and retain Encompass users and Ellie Mae Network participants. If we do not continue to make investments in product development and, as a result, or due to other reasons, fail to attract new and retain existing mortgage originators, lenders, investors and service providers, we may lose existing Ellie Mae Network participants, which could significantly decrease the value of the Ellie Mae Network to all participants and materially adversely affect our business.
Failure to adequately protect our intellectual property could harm our business.
The protection of our intellectual property rights, including our proprietary Encompass software and Ellie Mae Network technology, is crucial to the success of our business. We rely on a combination of patent, copyright, trademark and trade secret law and contractual restrictions to protect our intellectual property. Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantage to us. Furthermore, we cannot guarantee any patents will be issued to us as a result of our patent applications. We also rely in part on confidentiality and invention assignment agreements with our employees, independent contractors and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our Ellie Mae Network and Encompass features and functionality or obtain and use information that we consider proprietary. Enforcing our proprietary rights is difficult and may not always be effective.
We have registered “Ellie Mae” and “Encompass” and certain of our other trademarks as trademarks in the United States. Competitors may adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms Ellie Mae, Encompass or our other trademarks.
Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, protect our patent and copyright rights, trade secrets and domain names and determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and could harm our business.
Assertions that we infringe third-party intellectual property rights could result in significant costs and substantially harm our business.
Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. For example, on March 25, 2011, we were named a defendant in a patent infringement lawsuit filed by Industry Access Incorporated alleging that our Encompass loan management software system and related operations infringes a patent and on March 19, 2013, Industry Access filed a second patent infringement lawsuit against us alleging that our products and services infringe two additional patents. See Note 8 of the Notes to Condensed Consolidated Financial Statements. In addition, we generally agree to indemnify our customers against legal claims that our software products infringe intellectual property rights of third parties and, in the event of

20

an infringement, to modify or replace the infringing product or, if those options are not reasonably possible, to refund the cost of the software, as pro-rated over a period of years. We cannot predict whether assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement claims, whether they are with or without merit or are determined in our favor, we may face costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a dispute may require us to: pay damages, potentially including treble damages and attorneys’ fees if the infringement were found to be willful; cease providing solutions that allegedly incorporate the intellectual property of others; expend additional development resources to redesign or re-engineer our solutions and products, if feasible; and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. We cannot be certain of the outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to us on acceptable terms or at all. Our failure to obtain the necessary licenses or other rights could prevent the sale or distribution of some of our products and services and, therefore, could have a material adverse effect on our business.
Current or future litigation could substantially harm our business.
We have been and continue to be involved in legal proceedings, claims and other litigation. For more on legal proceedings, see Note 8 of the Notes to Condensed Consolidated Financial Statements.
We are also subject to various other legal proceedings and claims arising out of the ordinary course of business. While we do not expect the outcome of any such pending litigation to have a material adverse effect on our financial position, litigation is unpredictable and excessive verdicts, both in the form of monetary damages and injunctions, could occur. In the future, litigation could result in substantial costs and diversion of resources and we could incur judgments or enter into settlements of claims that could have a material adverse effect on our business.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies and ultimately have an adverse effect on the market price of our common stock.
As a publicly-traded company, we are subject to compliance with, among other regulations, Section 404 of the Sarbanes-Oxley Act of 2002, or SOX, which requires that we test our internal control over financial reporting and disclosure controls and procedures. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our compliance with SOX requires that we incur substantial expense and expend significant management time on compliance-related issues. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in our stock price. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the New York Stock Exchange, regulatory investigations, civil or criminal sanctions and class action litigation.
Because we act as a third-party technology service provider to financial institutions and provide mission-critical products and services for many financial institutions that are regulated by one or more member agencies of the Federal Financial Institutions Examination Council, or FFIEC, we are subject to an IT examination by the member agencies of the FFIEC. As a result, the FFIEC conducts recurring IT Examinations in order to identify existing or potential risks associated with our operations that could adversely affect the financial institutions to whom we provide products and services, evaluate our risk management systems and controls and determine our compliance with applicable laws that affect the products and services we provide to financial institutions. In addition to examining areas such as our management of technology, data integrity, information confidentiality and service availability, the reviews also assess our financial stability. A sufficiently unfavorable review from the FFIEC could result in our financial institution customers not being allowed to use our technology products and services, which could have a material adverse effect on our business and financial condition.
If one or more U.S. states or local jurisdictions successfully assert that we should have collected or in the future should collect additional sales or use taxes on our fees, we could be subject to additional liability with respect to past or future sales, and the results of our operations could be adversely affected.
We do not collect state and local sales and use taxes in all jurisdictions in which our customers are located, based on our belief that such taxes are not applicable. Sales and use tax laws and rates vary by jurisdiction and such laws are subject to interpretation. Jurisdictions in which we do not collect sales and use taxes may assert that such taxes are applicable, which could result in the assessment of such taxes, interest and penalties, and we could be required to collect such taxes in the future. This additional sales and use tax liability could adversely affect the results of our operations.

21

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as terrorism.
Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war and similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and one of the facilities we lease to house our computer and telecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism, which may be targeted at metropolitan areas with higher population density than rural areas, could cause disruptions in our or our customers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the San Francisco Bay Area, and our business interruption insurance may be insufficient to compensate us for losses that may occur.
Our stock price is volatile and purchasers of our common stock could incur substantial losses.
The trading price of our common stock may be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in our filings with the Securities and Exchange Commission, these factors include:
•
our operating performance and the operating performance of similar companies;
•
the overall performance of the equity markets;
•
the number of shares our common stock publicly owned and available for trading;
•
threatened or actual litigation;
•
changes in laws or regulations relating to our solutions;
•
any major change in our board of directors or management;
•
publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;
•
large volumes of sales of our shares of common stock by existing stockholders; and
•
general political and economic conditions.
In addition, the stock market in general has experienced extreme price and volume fluctuations. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business.
If securities or industry analysts discontinue publishing research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our board of directors. These provisions include:
•
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;
•
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
•
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

22

•
the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
•
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
•
the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, the president or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
•
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction.

ITEM 1B.
UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.
PROPERTIES
The following table sets forth the location and approximate square footage of each of our principal properties. All properties are leased under operating leases that expire at various times through 2018.
Location
 
Primary Use
 
Approximate Square Footage
Pleasanton, CA
 
Headquarters
 
54,000

 
 
 
 
 
San Diego, CA
 
Branch office
 
14,400

 
 
 
 
 
Omaha, NE
 
Branch office
 
10,500

 
 
 
 
 
Irvine, CA
 
Branch office
 
3,400

 
 
 
 
 
Calabasas, CA
 
Branch office
 
1,500

 
 
 
 
 
Montville, NJ
 
Branch office
 
1,000

 
 
 
 
 
Worcester, MA
 
Branch office
 
1,000

We believe that these facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate foreseeable expansion of our operations.
ITEM 3.
LEGAL PROCEEDINGS
Information pertaining to our legal proceedings is incorporated by reference from Note 8 of the Notes to Consolidated Financial Statements.

23

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our common stock has been traded on the New York Stock Exchange, or NYSE, under the symbol “ELLI” since June 5, 2012, after having been traded on NYSE MKT, formerly the NYSE Amex, since April 15, 2011. The following table sets forth the high and low sales prices of our common stock as reported on the NYSE and NYSE MKT for the periods indicated.

 
Low
 
High
Year ended December 31, 2012
 
 
 
First Quarter
$
5.39

 
$
11.16

Second Quarter
$
10.59

  
$
18.15

Third Quarter
$
17.53

  
$
30.40

Fourth Quarter
$
21.27

  
$
29.46

Year ended December 31, 2013
 
 
 
First Quarter
$
18.61

 
$
30.59

Second Quarter
$
21.00

  
$
26.34

Third Quarter
$
21.96

  
$
32.61

Fourth Quarter
$
22.46

  
$
33.24

Holders of Our Common Shares
As of March 10, 2014 , there were approximately 69  holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
See Item 12 of Part III of this report regarding information about securities authorized for issuance under our equity compensation plans. 
Performance Graph
The following graph compares the total cumulative shareholder return on our common stock with the total cumulative return of the NYSE Composite Index, the NYSE Arca Technology Index , and the S&P 500 North American Technology-Software Index for the period from April 15, 2011 (the date our common stock commenced trading on the NYSE MKT) through December 31, 2013 . The graph reflects the closing sales price of $6.77 per share on April 15, 2011 as the initial value of our common stock. We selected the S&P 500 North American Technology-Software Index as a replacement for the NYSE Arca Technology Index , which was discontinued as a published index during 2013. As such, we do not present the total cumulative return for the NYSE Arca Technology Index beyond December 31, 2012.

24

 
4/15/2011
 
12/31/2011
 
12/31/2012
 
12/31/2013
Ellie Mae, Inc.
100.00

 
83.46

 
409.90

 
396.90

NYSE Composite
100.00

 
90.64

 
105.13

 
132.74

NYSE Arca Technology
100.00

 
71.86

 
77.14

 
—

S&P 500 North American Technology-Software
100.00

 
87.52

 
102.77

 
134.74

*
Assumes that $100.00 was invested in our common stock and in each index at market closing prices on April 15, 2011, and that all dividends were reinvested. The graph assumes our closing sales price on April 15, 2011 of $6.77 per share as the initial value of our common stock. No cash dividends have been declared on our common stock since our initial public offering. Stockholder returns over the indicated period should not be considered indicative of future share prices or stockholder returns.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing of Ellie Mae, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.

25

ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA
The consolidated statements of operations data for the years ended December 31, 2013, 2012 and 2011 and the consolidated balance sheets data as of December 31, 2013 and 2012 are derived from our audited consolidated financial statements included elsewhere in this report. The consolidated statements of operations data for the years ended December 31, 2010 and 2009 and the consolidated balance sheets data as of December 31, 2011 , 2010 and 2009 are derived from our audited consolidated financial statements not included elsewhere in this report. Our historical results are not necessarily indicative of future performance. You should read the following selected consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this report. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this report.

 
Year ended December 31,
 
2013
 
2012
 
2011
  
2010
 
2009
 
(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
 
 
 
 
 
 
 
 
 
Revenues
$
128,481

 
$
101,845

 
$
55,494

 
$
43,234

  
$
37,707

Cost of revenues (1)
32,748

 
23,114

 
15,784

 
12,505

  
12,163

Gross profit
95,733


78,731


39,710


30,729


25,544

 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Sales and marketing (1)
21,331

 
17,887

 
12,126

 
9,555

  
7,532

Research and development (1)
24,695

 
18,053

 
12,975

 
10,468

  
7,945

General and administrative (1)
30,853

 
21,601

 
12,900

 
9,823

  
8,213

Total operating expenses
76,879

 
57,541

 
38,001

 
29,846

  
23,690

 
 
 
 
 
 
 
 
 
 
Income from operations
18,854

 
21,190

 
1,709

 
883

  
1,854

Other income (expense), net
460

 
(43
)
 
76

 
119

  
72

 
 
 
 
 
 
 
 
 
 
Income before income taxes
19,314

 
21,147

 
1,785

 
1,002

  
1,926

Income tax provision (benefit)
6,738

 
1,683

 
(1,835
)
 
225

  
264

 
 
 
 
 
 
 
 
 
 
Net income
$
12,576

 
$
19,464

 
$
3,620

 
$
777

  
$
1,662

 
 
 
 
 
 
 
 
 
 
Net income per share of common stock:
 
 
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.83

 
$
0.23

 
$
0.22

  
$
0.51

Diluted
$
0.44

 
$
0.76

 
$
0.18

 
$
0.05

  
$
0.11

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
26,581,962

 
23,523,222

 
15,618,053

 
3,495,731

  
3,266,133

Diluted
28,502,403

 
25,537,192

 
20,649,451

 
17,146,735

  
15,536,269



26

 
Year ended December 31,
 
2013
 
2012
 
2011
  
2010
 
2009
 
(in thousands)
Consolidated Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
33,462

 
$
44,114

 
$
23,732

  
$
14,349

 
$
11,491

Short-term investments
$
46,325

 
$
16,243

 
$
1,933

  
$
2,556

 
$
4,719

Long-term investments
$
56,285

 
$
43,728

 
$
—

 
$
—

 
$
—

Property and equipment, net
$
12,751

 
$
9,494

 
$
5,539

  
$
2,710

 
$
2,921

Working capital
$
77,560

 
$
58,784

 
$
19,965

  
$
15,788

 
$
11,548

Total assets
$
228,572

 
$
185,615

 
$
99,771

  
$
62,956

 
$
57,718

Redeemable convertible preferred stock
$
—

 
$
—

 
$
—

  
$
82,672

 
$
82,672

Total stockholders’ equity (deficit)
$
206,896

 
$
166,862

 
$
78,858

  
$
(31,825
)
 
$
(35,516
)

(1) Stock-based compensation included in the above line items:
 
Year ended December 31,
 
2013
 
2012
 
2011
  
2010
 
2009
 
(in thousands)
Cost of revenues
$
745

 
$
271

 
$
103

 
$
192

 
$
144

Sales and marketing
1,041

 
467

 
201

 
303

 
145

Research and development
3,469

 
1,552

 
406

 
443

 
271

General and administrative
9,004

 
4,559

 
970

 
1,130

 
563

Total
$
14,259

 
$
6,849

 
$
1,680

 
$
2,068

 
$
1,123


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
Overview
We provide on-demand software solutions and services for the residential mortgage industry in the United States . Our mortgage management solutions help streamline and automate the process of originating and funding new mortgage loans, thereby increasing efficiency, improving loan quality, facilitating regulatory compliance and reducing documentation errors while providing one system of record for loans .
Mortgage originators use our Encompass software, a comprehensive operating system that handles key business and management functions involved in running a mortgage origination business. Mortgage originators use Encompass as a single tool for loan processing, marketing, customer communication and to interact electronically with lenders, investors and service providers over the Ellie Mae Network. Our software also enables enforcement of rules and business practices designed to ensure loan quality, adherence to processing standards and regulatory compliance.
We also offer Encompass users a variety of other on-demand software services, including : Encompass Docs Solution, which automatically prepares the disclosure and closing documents necessary to fund a mortgage ; Encompass CenterWise, a bundled offering of EDM and websites used for customer relationship management; TQL , which offers a suite of fraud detection, valuation, validation and risk analysis services using streamlined workflows and processing rules; Encompass Compliance Service, which automatically checks for compliance with federal, state and local regulations throughout the origination process ; tax transcript services which provide income verification capability to our customers; Encompass Product and Pricing Service, which allows Encompass users to compare loans offered by different lenders and investors to determine appropriate mortgage programs available to a particular borrower and Encompass Flood Service, which allows Encompass users to order and transfer flood zone certifications. By the nature of our on-demand service, even with our robust security monitoring and detection systems, we cannot guarantee

27

that our security measures will prevent security breaches and we may need to expend significant resources to protect against and remedy any potential security breaches and their consequences.
The Ellie Mae Network electronically connects the approximately 92,000 mortgage professionals using Encompass to the broad array of mortgage lenders, investors and third-party service providers integral to the origination and funding of residential mortgages. During the mortgage origination process, mortgage originators may order various services through the Ellie Mae Network , including credit reports, product eligibility and pricing services, automated underwriting services, appraisals, title reports, insurance, flood certifications and flood insurance, compliance reviews, fraud detection, document preparation and verification of income, identity and employment. Mortgage originators can also initiate secure data transmission to and from lenders and investors.
We were formed as a California corporation in 1997 and reincorporated in Delaware in November 2009. From inception through 2000, we developed consumer-facing websites and initial versions of our network. We launched our first transaction platform in late 2000, the present version of which is the Ellie Mae Network .
Our revenues consist of on-demand and on-premise revenues. On-demand revenues are generated primarily from software subscriptions we host that customers access through the Internet, including customers who pay fees based on the number of loans they fund, or success basis, subject to monthly base fees, which we refer to as Success-Based Pricing . On-demand revenues also include software services that are sold transactionally as well as Ellie Mae Network transaction fees paid by lender-investors, service providers and certain government-sponsored entities participating on the Ellie Mae Network . On-premise revenues are generated from customer-hosted software licenses and implementations, training and maintenance services. For further discussion of the sources of our revenue and our revenue recognition policy, please see our Critical Accounting Policies and Estimates below.
Our on-demand revenues generally track the seasonality of the residential mortgage industry, typically, but not always, with increased activity in the second and third quarters and reduced activity in the first and fourth quarters as home buyers tend to purchase their homes during the spring and summer in order to move to a new home before the start of the school year. Mortgage volumes are also impacted by other factors such as interest rate fluctuations, home sale activity and general economic conditions, which can lead to departures from the typical seasonal pattern. For example, increases in mortgage interest rates could reduce the volume of new mortgages originated and, in particular, the volume of mortgage refinancings. We currently estimate that approximately 30% to 40% of our revenues has some sensitivity to volume . Contracted revenues, which are not sensitive to volume, represented 57% of total revenues for the year ended December 31, 2013.
We are investing aggressively in initiatives that we believe will help us continue to grow our business, improve our products and services and strengthen our competitive advantage while bringing sustainable, long-term value to our customers. During 2013, we accelerated our investments in our sales and client services capabilities, in research and development and in technology infrastructure to support our user additions and overall business growth. These investments included expanding our talent across the organization by hiring additional personnel, especially for our customer acquisition, client services and implementation teams and our research and development teams; developing next-generation products and enhancements; purchasing computer equipment; upgrading our telephony systems and building out new office facilities.
In addition to our internal initiatives, our business strategy has evolved to address recent industry trends, including:
•
expected lower lending volume;
•
increased quality standards imposed by regulators, lenders and investors;
•
increased regulation affecting lenders and investors;
•
greater focus by our customers on operational efficiencies; and
•
customers adopting multi-channel strategies
We are responding to these trends as follows:
Expected lower lending volume.  Mortgage lending volume is expected to be lower in 2014 than in 2013 , as forecasted by Fannie Mae, Freddie Mac and the Mortgage Bankers Association. Since late 2009, we have focused our marketing and sales efforts on our on-demand SaaS Encompass offering, and particularly our SaaS Encompass Success-Based Pricing model, in contrast to our on-premise license model. In our on-demand SaaS Encompass offering, the customer does not pay the significant up-front licensing fee associated with our license model, which we believe is particularly attractive in the present climate of the residential mortgage origination market. Our SaaS Encompass Success-Based Pricing model builds on this value proposition by aligning customers’ payments for our software solutions with their own receipts of revenues . Our focus on our SaaS Encompass offering is important in light of lower lending volumes because we typically generate greater revenues per user through our on-demand SaaS Encompass offering than through our on-premise license offering.
We are also focusing on increasing use of our Ellie Mae Network offerings and our other services, which were introduced from late 2009 through late 2011. These offerings include our TQL program, Encompass Compliance Service , Encompass Product and Pricing Service , Encompass Docs Solution and Encompass 4506-T Service . During   2013 and 2012 , Encompass users employed

28

the Ellie Mae Network to process on average approximately six and five transactions per loan file, respectively . By continuing to enhance our service offerings and encouraging providers of settlement services to deliver their services electronically through the Ellie Mae Network , we will continue to build value for Ellie Mae Network participants while increasing the number of transactions for which the Ellie Mae Network is used.
Increased quality standards imposed by regulators, lenders and investors.  Encompass is designed to automate and streamline the process of originating mortgages to, among other things, satisfy increased quality requirements of investors. Relevant features of Encompass include enabling customers’ management to impose processing rules and formats, and providing milestone and process reminders, automated population of forms with accurate data, and accurate and automated transmission of loan files and data from originators to investors and lenders. Our TQL program is designed to further enhance the quality, compliance and saleability of loans that are originated through Encompass. Additionally, TQL is intended to reduce the opportunities for errors in the process of transferring information from originator to investor and give investors confidence in the accuracy and regulatory compliance of the information that is underlying loan files.
In response to the increased quality standards and compliance mandates affecting the industry , we expect an increased number of mortgage lenders to assess new platform options and replace their legacy systems . We have increased the size of our customer acquisition, implementation and support teams by approximately 42% from December 31, 2012 to December 31, 2013 in order to address anticipated demand for our software solutions .
Increased regulation affecting lenders and investors.  Regulatory reforms have significantly increased the complexity and importance of regulatory compliance. We devote considerable resources to continually upgrading software to help customers address regulatory changes. We offer Encompass Compliance Service, which automatically checks loan files for compliance with the myriad of federal, state and local regulations and alerts users to possible violations of these regulations. In addition, we have a staff of attorneys and work with compliance experts who help assure that documents prepared using our software and the processes recommended by the Encompass workflow comply with applicable rules and regulations. We believe we are well-positioned to help our customers meet additional requirements from the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, that became effective in January 2014. Our ATR / QM , functionality is designed to allow our customers to document their compliance with the CFPB ’s ATR / QM Final Rule that applies to the majority of residential mortgage loan originations in the United States. We believe we are also well-positioned to help our customers meet future Dodd-Frank Act requirements as they are published and become effective.
Greater focus on operational efficiencies.   Mortgage originators experienced an approximately 40% increase in direct production costs per loan between 2009 and 2011 1 , and we expect this trend to continue due to continued increased regulation and heightened quality standards. By automating many of the functions of mortgage origination, we enable our users to comply with regulations and process quality loans more efficiently and effectively. This reduces the cost of originating a loan and lowers the risk of buy back demands from investors resulting from poorly originated or documented loans and/or loans that fail to comply with applicable regulations.
With an eye towards providing customers with ever-greater tools to enhance efficiency, we will continue to develop new service offerings through the Ellie Mae Network and pursue adoption of our services through initiatives such as our TQL program. By integrating and expanding our current and new services, we will provide a more comprehensive benefit to our users.
In addition to providing efficiency-enhancing solutions, delivery of our Encompass software in an on-demand SaaS environment provides customers with the added benefits of lower up front implementation costs and reduced need for an infrastructure of servers, storage and network devices as well as providing access to the most current release of an application, periodic upgrades and regulatory updates.
Customers adopting multi-channel strategies. Customers are developing multi-channel strategies beyond a single retail, correspondent or wholesale channel in order to grow their businesses. The requirements of these different channels vary and in order to maintain a single operating system, customers must use a robust system with customizable functionality. We continually address the changing needs of our customers by developing and enhancing tools to allow for simplified regulatory compliance, increased availability of information, and enhanced system functionality and performance.
Acquisition Strategy
Our industry is highly fragmented, and we believe there are strategic opportunities available to acquire competing software companies or software providers that offer related mortgage origination functionality that will complement and increase the attractiveness of Encompass . For example, in January 2014 , we acquired substantially all the assets of MortgageCEO ,
________________
1

Mortgage Bankers Association, Annual Mortgage Bankers Performance Report 2011 Data, Net Loan Production Income and Expense, $ per loan, Copyright June 2012.

29

a SaaS company specializing in customer relationship management and marketing solutions for the residential mortgage industry ; in January 2011, we acquired and integrated certain assets of MPS to introduce our Encompass Product and Pricing Service; and in August 2011, we acquired all of the outstanding shares of DMD , a mortgage lending automation business, to increase our lender user base and our product offerings by providing additional proprietary back-end mortgage lending software and to broaden the functionality of our Encompass solutions. We intend to continue pursuing additional strategic acquisitions .
Operating Metrics
We use certain operational metrics to evaluate our business, determine allocation of our resources and make decisions regarding corporate strategy. We focus on these metrics to determine our success in leveraging our user base to increase our revenues and to gauge the degree of our market penetration.
These metrics are defined below.
Contracted revenues . Contracted revenues are those revenues that are fixed by the terms of a contract and are not affected by fluctuations in mortgage origination volume.  These revenues consist of the base fee portion of success-based SaaS Encompass revenues, monthly per-user subscription SaaS Encompass revenues, on-premise revenues, and subscription revenues paid for products other than Encompass.
SaaS Encompass revenues . SaaS Encompass revenues are those revenues earned from the customer’s usage of the SaaS version of Encompass. These revenues consist of success-based revenues and monthly fees paid by legacy SaaS customers.
Active Encompass users.  An active Encompass user is a mortgage origination professional who has used Encompass at least once within a 90-day period preceding the measurement date. An Encompass user is a mortgage origination professional working at an Encompass mortgage lender, such as a mortgage bank, commercial bank, thrift or credit union, which sources and funds loans and generally sells these funded loans to investors; or a mortgage brokerage, which typically processes and submits loan files to a mortgage lender or mega lender that funds the loan.
Contracted SaaS users . A contracted SaaS user is a mortgage origination professional who has a license to use SaaS Encompass and has an obligation to pay for this license, but who is not necessarily an active user.
Active SaaS Encompass users.  An active SaaS Encompass user is a mortgage origination professional who has used the SaaS Encompass system at least once within a 90-day period preceding the measurement date.
Average active Encompass users. Average active Encompass users during a period is calculated by averaging the monthly active Encompass users during a period.
Average active SaaS Encompass users. Average active SaaS Encompass users during a period is calculated by averaging the monthly active SaaS Encompass users during a period.
Revenue per average active Encompass user . Revenue per average active Encompass user is calculated by dividing total revenues by average active Encompass users during the period.
SaaS Encompass revenue per average active SaaS Encompass user . SaaS Encompass revenue per average active SaaS Encompass user is calculated by dividing total SaaS Encompass revenues by average active SaaS Encompass users during the period.


30

The following table shows these operating metrics as of and for the years ended December 31, 2013, 2012 and 2011 :
 
 
Year ended December 31,
 
2013
 
2012
 
2011
Revenues (in thousands):
 
 
 
 
 
Total revenues
$
128,481

 
$
101,845

 
$
55,494

Total contracted revenues
$
72,967

 
$
48,768

 
$
30,312

Total SaaS Encompass revenues
$
73,698

 
$
47,940

 
$
19,803

Users at end of period:
 
 
 
 
 
Contracted SaaS users
95,044

 
60,187

 
35,745

Active Encompass users
92,161

 
73,687

 
53,767

Active SaaS Encompass users
63,695

 
41,458

 
24,252

Active SaaS Encompass users as a percentage of active Encompass users
69
%
 
56
%
 
45
%
Active SaaS Encompass users as a percentage of contracted SaaS users
67
%
 
69
%
 
68
%
Average users during period:
 
 
 
 
 
Active Encompass users
87,276

 
63,993

 
51,455

Active SaaS Encompass users
55,421

 
33,203

 
19,330

Active SaaS Encompass users as a percentage of active Encompass users
64
%
 
52
%
 
38
%
Revenue per average user during period:
 
 
 
 
 
Revenue per average active Encompass user
$
1,472

 
$
1,592

 
$
1,078

SaaS Encompass revenue per average active SaaS Encompass user
$
1,330

 
$
1,444

 
$
1,024

Basis of Presentation
General
Our consolidated financial statements include the accounts of Ellie Mae, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Revenue Recognition
We generate revenue primarily from transaction-based fees and fees for software and related services. Our software can be accessed either through a company-hosted subscription or a customer-hosted license. Accordingly, our revenues are now described as on-demand and on-premise revenues. Sales taxes assessed by governmental authorities are excluded from revenue.
On-demand Revenues
On-demand revenues are revenues generated from company-hosted software subscriptions that customers access through the Internet as well as revenues from a small number of customers that have opted to self-host a portion of the software but pay fees based on a per closed loan, or success, basis subject to monthly base fees, which we refer to as Success-Based Pricing. On-demand revenues are also comprised of software services sold transactionally and Ellie Mae Network transaction fees.
On-premise Revenues
On-premise revenues are revenues generated from maintenance services, sales of customer-hosted software licenses (except for customer-hosted Success-Based Pricing revenues, which are included in on-demand revenues described above), and professional services, which include consulting, implementation and training services.

31

Cost of Revenues and Operating Expenses
Cost of Revenues
Our cost of revenues consists primarily of: salaries and benefits, including stock-based compensation; expenses for document preparation, income verification and compliance services; customer support; data centers; depreciation on computer equipment used in supporting the Ellie Mae Network , SaaS Encompass and Encompass CenterWise offerings; amortization of acquired intangible assets such as developed technology and trade names; professional services associated with implementation of our software; and allocated facilities costs. We expect that our cost of revenues will continue to increase in absolute dollars as our revenues increase, as we make additional investments in our technology infrastructure and as we continue to hire additional personnel in our implementation and customer support departments to support new customers.
Sales and Marketing
Our sales and marketing expenses consist primarily of: salaries, benefits and incentive compensation, including stock-based compensation and commissions; allocated facilities costs; expenses for trade shows, public relations and other promotional and marketing activities; expenses for travel and entertainment; and amortization of acquired intangible assets such as customer lists and contracts. We expect that our sales and marketing expense will continue to increase as we continue to hire additional sales personnel in order to address anticipated demand for our software solutions as we expect an increased number of mortgage lenders to assess new platform options and replace their legacy systems . We also intend to increase marketing activities focused on SaaS Encompass, our Ellie Mae Network offerings and our other Encompass services.
Research and Development
Our research and development expenses consist primarily of: salaries and benefits, including bonuses and stock-based compensation; fees to contractors engaged in the development and support of the Ellie Mae Network infrastructure, Encompass software and other products; and allocated facilities costs. We expect that our research and development expenses will continue to increase in absolute dollars as we continue to invest in our products and services and infrastructure, including hiring additional engineering and product development personnel.
General and Administrative
Our general and administrative expenses consist primarily of: salaries and benefits, including bonuses and stock-based compensation, for employees involved in finance, accounting, human resources, administrative and legal roles; consulting, legal, accounting and other professional services by third-party providers; and allocated facilities costs. We expect general and administrative expenses to continue to increase in absolute dollars primarily due to greater amounts of stock compensation expense relating to awards granted to attract and retain the employees needed to continue to grow our business.
Other Income (Expense), Net
Other income (expense), net consists of interest income earned on investments, cash accounts and notes receivable, offset by investment discount amortization and imputed interest expense related to the DMD acquisition holdback payments (see Note 5 of the Notes to Consolidated Financial Statements) and interest expense paid on equipment and software leases.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements which are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
We believe that the assumptions and estimates associated with revenue recognition, income taxes, stock-based compensation, goodwill and intangible assets, fair value of investments, deferred commissions and software and website development costs have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, please see Note  2 of the Notes to Consolidated Financial Statements.

32

Revenue Recognition
We generate revenue primarily from on-demand and on-premise fees for software and related services.
On-Demand Revenues
Subscription Services and Usage-Based Fee Arrangements. Subscription services and usage-based fee arrangements generally include a combination of our products delivered as software-as-a-service , or SaaS, and support services. These arrangements are non-cancelable and do not contain refund-type provisions. These revenues generally include the following:
SaaS Encompass Revenues. We offer web-based, on-demand access to Encompass for a monthly recurring fee. We provide the right to access our loan origination software and handle the responsibility of managing the servers, providing security, backing up the data and applying updates; however, except where customers self-host a portion of the software in a Success-Based Pricing structure, customers under SaaS arrangements may not take possession of the software at any time during the term of the agreement. Subscription revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the Company’s service is made available to customers. Contracts generally range from one to five years . Alternatively, customers can elect to pay on a per closed loan, or success, basis. Success basis contracts generally have a term of one to five years and are subject to monthly base fees, which enable customers to close loans up to a contractually agreed-to minimum number of transactions, and additional closed loan fees, which are assessed for loans closed in excess of the minimum. Revenue is earned from both base fees and additional closed loan fees as the result of the customer’s usage of Encompass. Monthly base fees are recognized over the respective monthly service period as the software is utilized. Additional closed loans fees are recognized when the loans are reported as closed. This offering also includes Encompass CenterWise, Encompass Compliance Service and Encompass Docs Solution for Encompass as integrated components, which are combined elements of the arrangement that is delivered in conjunction with the SaaS Encompass offering and therefore is not accounted for separately.
Encompass CenterWise Revenues. Encompass CenterWise is a bundled offering of EDM and websites used for customer relationship management. Generally, revenue is recognized for Encompass CenterWise after the service is rendered, except when Encompass CenterWise is automatically included as an integrated component of the SaaS Encompass offering, in which case the associated revenue is recognized as described above.
Services Revenues. We provide mortgage-related and other business services, including automated documentation preparation and compliance reports. Services revenues are recognized after the services are rendered.
Transaction Revenues. We have entered into agreements with various lenders, service providers and certain government agencies participating in the mortgage origination process that provide them access to, and ability to interoperate with, mortgage originators on the Ellie Mae Network. Under these agreements, we earn transaction fees when transactions are processed through the Ellie Mae Network. Transaction revenues are recognized when there is evidence that the qualifying transactions have occurred on the Ellie Mae Network and collection of the resulting receivable is reasonably assured.
On- Premise Revenues
With the exception of revenue from customers that self-host a portion of the software in a Success-Based Pricing structure , which is recognized as described above , revenue from the sale of software licenses is recognized in the month in which the required revenue recognition criteria are met, generally in the month in which the software is delivered. Revenue from the sale of maintenance services and professional services is recognized over the period in which the services are provided.
Multiple Element Arrangements
The Company has entered into both subscription services and software arrangements with multiple elements. When subscription services involve multiple elements that qualify as separate units of accounting, we allocate arrangement consideration at the inception of an arrangement to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence , or VSOE, if it is available; (ii) third-party evidence , or TPE, if VSOE is not available; and (iii) the best estimate of selling price , or BESP, if neither VSOE nor TPE is available.
VSOE. We determine VSOE based on our historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. We have not historically priced our subscription services within a narrow range. As a result, we have not been able to establish selling prices for subscription services based on VSOE.
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant

33

level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a standalone basis. As a result, we have not been able to establish selling prices based on TPE.
BESP. When we are unable to establish a selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service was sold on a standalone basis. When establishing BESP, we review company specific factors used to determine list price and make adjustments as appropriate to reflect current market conditions and pricing behavior. Our process for establishing list price includes assessing the cost to provide a particular product or service, surveying customers to determine market expectations, analyzing customer demographics and taking into account similar products and services historically sold by us. We continue to review the factors used to establish list price and adjust BESP as necessary.
Because we have determined that neither VSOE nor TPE is available, we use BESP to allocate the selling price to multiple elements in subscription services arrangements. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.
In order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. Subscription services have standalone value as such services are often sold separately. Additionally, we have concluded that professional services have standalone value. In establishing standalone value, we considered the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, and the timing of when the professional services contract was signed in comparison to the subscription service start date.
For software arrangements with multiple elements (e.g., undelivered maintenance and support contracts bundled with licenses), revenue is allocated to the delivered elements of the arrangement when VSOE is determinable, using the residual value method based on objective evidence of the fair value of the undelivered elements, which is specific to the Company. When VSOE is not determinable, the entire arrangement is recognized ratably over the term of the contract. Revenue is recognized under this model upon receipt of cash payment from the customer if collectability is not reasonably assured and when other revenue recognition criteria have been met. The VSOE of fair value for maintenance and support obligations related to licenses is based upon the prices paid for the separate renewal of these services by the customer. Maintenance revenues are recognized ratably over the period of the maintenance contract.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that we believe is more likely than not to be realized.
We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax positions whenever it is deemed likely that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. A tax position is only recognized in the financial statements if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date.
We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by domestic tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated balance sheets and consolidated statements of comprehensive income. We must also assess the likelihood that deferred tax assets will be realized from future taxable income and, based on this assessment, establish a valuation allowance, if required.
Our determination of our valuation allowance is based upon a number of assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our consolidated statements of comprehensive income.

34

Stock-based Compensation
We recognize compensation expense related to stock option grants that are ultimately expected to vest based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. Such expense is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. As of December 31, 2013 , estimated future compensation costs related to unvested stock options are $4.8 million in 2014 , $3.6 million in 2015 , $2.4 million in 2016 , and $0.6 million in 2017 .
We recognize compensation expense related to restricted awards, restricted stock unit awards , or RSUs, performance share awards , or Performance Awards, based on the fair market value of the underlying shares of common stock as of the date of grant. Expense related to the restricted awards and the RSUs are recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. Expense related to the Performance Awards is recognized under an accelerated method over the requisite service period of the award, which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. We estimate the probable number of shares of common stock that will be granted until the achievement of the performance goals is known. As of December 31, 2013 , estimated future compensation costs related to unvested RSUs and Performance Awards are $5.9 million in 2014 , $3.8 million in 2015 , $2.3 million in 2016 , and $0.7 million in 2017 .
The date of grant is the date at which we and the employee reach a mutual understanding of the key terms and conditions of the award, appropriate approvals are received by approval by the board of directors and we become contingently obligated to issue equity instruments to the employee who renders the requisite service .
We are required to estimate potential forfeitures of stock grants and adjust recorded compensation cost accordingly. The estimate of forfeitures is based on historical experience and is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures will be recognized in the period of change and will impact the amount of stock-based compensation expense to be recognized in future periods , which could be material if actual results differ significantly from our estimates.
All stock option awards to non-employees are accounted for at the fair value of the consideration received or the fair value of the equity instrument issued, as calculated using the Black-Scholes option-pricing model. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the options vest, and the expense is recognized over the period services are rendered.
The following table summarizes the assumptions used in the Black-Scholes option-pricing model relating to stock options in the years ended December 31, 2013, 2012 and 2011 :

   
Year ended December 31,
 
   
2013
 
2012
 
2011
Stock option plans:
 
 
 
 
 
 
 
 
Risk-free interest rate
0.95-1.87

%
 
0.74-1.10

%
 
1.17-2.20

%
Expected life of options (in years)
5.27-6.08

 
 
5.27-6.08

 
 
5.27-6.08

 
Expected dividend yield
—

%
 
—

%
 
—

%
Volatility
50-52

%
 
52-59

%
 
53-55

%
Employee Stock Purchase Plan: (1)
 
 
 
 
 
 
 
 
Risk-free interest rate
0.05-0.13

%
 
0.13-0.14

%
 
0.05

%
Expected life of options (in years)
0.5

 
 
0.5

 
 
0.5

 
Expected dividend yield
—

%
 
—

%
 
—

%
Volatility
36-37

%
 
37-47

%
 
52

%
 
 
 
 
 
 
 
 
 
(1) Employee Stock Purchase Plan established in 2011.
 
 
 
 
 
 
 
 

35

Goodwill and Other Intangible Assets
Goodwill and other intangible assets are stated at cost less accumulated amortization, as appropriate. Other intangible assets include developed technology, trade names and customer lists and contracts. Intangibles with finite lives are amortized on a straight-line basis over the estimated periods of benefit, generally one to nine years. Goodwill is not amortized, but tested for impairment at least annually, or whenever changes in circumstances indicated that the carrying amount of goodwill or intangible assets may not be recoverable. These tests are performed at the reporting unit level, which is the company as a whole, using a two-step, fair-value approach. We completed annual impairment tests for the years ended December 31, 2013, 2012 and 2011 and determined that our goodwill was not impaired for those years.
If management’s estimates of future operating results change, if there are changes in identified reporting units or if there are changes to other significant assumptions, the estimated carrying values of any such reporting units and the estimated fair value of goodwill could change significantly, and could result in an impairment charge. Such changes could also result in goodwill impairment charges in future periods, which could have a significant impact on our operating results and financial condition therein.
We assess the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. Cash flow assumptions are based on historical and forecasted revenue, operating costs and other relevant factors. If management’s estimates of future operating results change, or if there are changes to other assumptions, the estimate of the fair value of our acquired product rights and other identifiable intangible assets could change significantly. Such change could result in impairment charges in future periods, which could have a significant impact on our operating results and financial condition.
Fair Value of Investments
All of our investments that have maturities of greater than 90 days are classified as available-for-sale and are carried at fair value. We invest excess cash primarily in investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations and guaranteed obligations of the U.S. government , all of which are subject to minimal credit and market risks. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. The cost of available-for-sale marketable securities sold is based on the specific identification method. Unrealized gains and losses, net of tax, are reported in stockholders’ equity as accumulated other comprehensive loss . Realized gains and losses are included in other income (expense), net . Interest and dividends are included in other income (expense), net when they are earned .
As of December 31, 2013, our assets measured and recorded at fair value on a recurring basis included $16.4 million of money market funds and $105.5 million of marketable debt instruments. Of these marketable debt instruments, $11.4 million was classified as Level 1 and $94.1 million as Level 2. All of our money market funds are classified as Level 1. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability. For further information, see “Fair Value of Financial Instruments” in Notes 2 and 4 of the Notes to Consolidated Financial Statements.
Credit risk is factored into the valuation of financial instruments that we measure and record at fair value. When fair value is determined using pricing models, such as a discounted cash flow model, the issuer’s credit risk is factored into the calculation of the fair value, as appropriate.
Our money market funds and marketable debt instruments that are measured and recorded at fair value on a recurring basis and classified as Level 1 were classified as such due to the use of observable market prices for identical securities that are traded in active markets . Management judgment was required to determine the levels for the frequency of transactions that should be met for a market to be considered active. Our assessment of an active market for our marketable debt instruments generally takes into consideration the number of days each individual instrument trades over a specified period.
When we use observable market prices for identical securities that are traded in less active markets, we classify our marketable financial instruments as Level 2. When observable market prices for identical securities are not available, we price our marketable financial instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and, to a lesser degree, unobservable market inputs. We corroborate non-binding market consensus prices with observable market data as such data exists.
We had no investments classified as Level 3 at December 31, 2013.

36

Deferred Commissions
Deferred commission expenses are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to our direct sales force. Commissions are calculated based on a percentage of the revenues for the non-cancelable term of subscription contracts, which are typically one to five years .
Prior to 2013, commissions were paid and recognized as sales expense when customer payments for contracted services were received on a monthly basis because commissions were earned based on receipt of customer payments. In 2013, we amended our commission plans to provide for payment after the customer's contract is signed. As a result of the change in commission plans, beginning in 2013, commission expense is deferred and amortized to sales expense over the non-cancelable terms of the related subscription contracts. The deferred commission expense amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The new plans also include claw back provisions, which require repayment of a proportionate amount of commissions, should customers cancel their contracts prior to the end of the initial contractual term.
Software and Website Development Costs
The Company capitalizes internal and external costs incurred to develop internal-use software and website applications. Capitalized internal costs include salaries, benefits and stock-based compensation charges for employees that are directly involved in developing the software or website application, and depreciation of assets used in the development process. Capitalized external costs include third-party consultants involved in the development process, as well as other direct costs incurred as part of the development process.
Capitalization of costs begins when the preliminary project stage is completed, and management authorizes and commits to funding a project and it is probable that the project will be completed and the software or website application will be used to perform the function intended. Internal and external costs incurred as part of the preliminary project stage are expensed as incurred.
Capitalization ceases at the point at which the project is substantially complete and ready for its intended use, after all substantial testing is completed. Internal and external training costs and maintenance costs during the post-implementation operation stage are expensed as incurred.
Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. Our management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized costs are included in the property and equipment, net line in the accompanying consolidated balance sheets. For the years ended December 31, 2013 and 2012 , we capitalized software and website application development costs of $5.0 million and $0.5 million , respectively. There were no such costs capitalized in the year ended December 31, 2011 . There was $69,000 in amortization of capitalized internal-use software and website development costs recorded during the year ended December 31, 2013 and no such amortization recorded during the years ended December 31, 2012 and 2011.
Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Revenues
$
128,481

 
$
101,845

 
$
55,494

Cost of revenues (1)
32,748

 
23,114

 
15,784

Gross profit
95,733

 
78,731

 
39,710

Operating expenses:
 
 
 
 
 
Sales and marketing (1)
21,331

 
17,887

 
12,126

Research and development (1)
24,695

 
18,053

 
12,975

General and administrative (1)
30,853

 
21,601

 
12,900

 
76,879

 
57,541

 
38,001

Income from operations
18,854

 
21,190

 
1,709

Other income (expense), net
460

 
(43
)
 
76

Income before income taxes
19,314

 
21,147

 
1,785

Income tax provision (benefit)
6,738

 
1,683

 
(1,835
)
Net income
$
12,576

 
$
19,464

 
$
3,620


37

(1) Stock-based compensation included in the above line items:
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Cost of revenues
$
745

 
$
271

 
$
103

Sales and marketing
1,041

 
467

 
201

Research and development
3,469

 
1,552

 
406

General and administrative
9,004

 
4,559

 
970

 
$
14,259

 
$
6,849

 
$
1,680


 
Year ended December 31,
 
2013
 
2012
 
2011
 
(as a percentage of revenues)
Revenues
100.0
%
 
100.0
%
 
100.0
 %
Cost of revenues
25.5

 
22.7

 
28.4

Gross profit
74.5

 
77.3

 
71.6

Operating expenses:
 
 
 
 
 
Sales and marketing
16.6

 
17.6

 
21.9

Research and development
19.2

 
17.7

 
23.4

General and administrative
24.0

 
21.2

 
23.2

 
59.8

 
56.5

 
68.5

Income from operations
14.7

 
20.8

 
3.1

Other income (expense), net
0.3

 
—

 
0.1

Income before income taxes
15.0

 
20.8

 
3.2

Income tax provision (benefit)
5.2

 
1.7

 
(3.3
)
Net income
9.8
%
 
19.1
%
 
6.5
 %
Revenues
The following table sets forth our revenues by type for the periods presented:
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Revenue by type:
 
 
 
 
 
On-demand
$
115,938

 
$
88,752

 
$
46,865

On-premise
12,543

 
13,093

 
8,629

Total
$
128,481

 
$
101,845

 
$
55,494

 
 
 
 
 
 
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(as a percentage of revenues)
Revenue by type:
 
 
 
 
 
On-demand
90
%
 
87
%
 
84
%
On-premise
10

 
13

 
16

Total
100
%
 
100
%
 
100
%
Total revenues increased $26.6 million , or 26.2% , for the year ended December 31, 2013 as compared to the same period of 2012 .

38

On-demand revenues increase d by $27.2 million , consisting primarily of a $25.8 million increase in SaaS Encompass revenues, of which $24.2 million related to our Success-Based Pricing model. SaaS Encompass revenues increased as a result of the addition of new SaaS Encompass users and as a result of upgrades of existing customers to our SaaS platform. The number of average active SaaS Encompass users increase d by 66.9% from 33,203 for the year ended December 31, 2012 to 55,421 for the year ended December 31, 2013 due to the addition of new customers and the transition of on-premise licensed users to our SaaS Encompass Success-Based Pricing offering. The revenue growth attributable to the increase in average active SaaS Encompass users was partially offset by a 7.9% decrease in SaaS Encompass revenue per average active SaaS user from $1,444 for the year ended December 31, 2012 to $1,330 for year ended December 31, 2013, caused primarily by a decline in closed loan volume, lenders’ focus on preparing for ATR / QM rules and longer implementation cycles for some of the larger customers that were added earlier in 2013.
Additional contributors to the growth in on-demand revenues were a $1.0 million increase in revenues from our Encompass CenterWise offering primarily due to an increase in our customers, a $2.5 million increase in revenues from our TQL program and a $0.3 million increase in revenues from network transactions due to increased network usage for the year ended December 31, 2013 compared to the same period of 2012. Partially offsetting the increase in on-demand revenues was a $2.9 million decrease in revenues from our standalone Encompass Docs Solution for the year ended December 31, 2013 compared to the same period of 2012, primarily as a result of the conversion of customers from standalone solutions to SaaS Encompass and partially from two standalone solutions subscription customers having gone out of business during the third quarter of 2013.
On-premise revenues decrease d by $0.6 million for the year ended December 31, 2013 compared to the same period of 2012, primarily due to a $2.7 million decrease in software license and maintenance fees as our on-premise customers converted to SaaS Encompass Success-Based Pricing users. This decrease in revenues was offset by a $2.2 million increase in revenues from implementation services for the year ended December 31, 2013 compared to the same period of 2012, as we began to charge for implementation services during the third quarter of 2013.
Total revenues increased $46.4 million , or 83.5% , for the year ended December 31, 2012 as compared to the same period of 2011 .
On-demand revenues increased by $41.9 million , consisting primarily of a $27.7 million increase in SaaS Encompass revenue resulting from the addition of new SaaS Encompass users and upgrades of existing customers to our SaaS platform resulting from our continued marketing focus on our Success-Based Pricing model as well as an increase in mortgage origination volume. The number of active SaaS Encompass users increased by 70.9% to 41,458 users at December 31, 2012 from 24,252 users at December 31, 2011 due to the addition of new customers as well as the transition of on-premise licensed users to our SaaS Encompass Success-Based Pricing offering. SaaS Encompass Revenue per average active SaaS user increased by 41.0% for the year ended December 31, 2012 compared to same period of 2011 due to an increase in the number of closed loans per Active SaaS User as well as the continued movement of users to our Success-Based Pricing model, which offers higher revenue per user compared to our traditional license model.
On-demand revenues also increased due to continued adoption of new product offerings. Revenues from our tax transcript services that we began offering in the first quarter of 2011 increased by $2.3 million while our appraisal and title services increased by $1.2 million for the year ended December 31, 2012 compared to same period of 2011. Our TQL program was introduced during the fourth quarter of 2011 and TQL revenues increased by $1.4 million for the year ended December 31, 2012 compared to the year ended December 31, 2011.
Other on-demand revenues increased due to a $4.0 million increase in vendor transaction revenues due to increased network usage and a greater number of users, a $2.1 million increase in compliance services due to increased usage by our customers as well as a greater number of users, a $2.0 million increase in document preparation revenues and a $1.2 million increase in other on-demand and transaction revenues.
On-premise revenues increased by $4.5 million primarily due to DMD license and maintenance revenues. We acquired DMD in August 2011 .

Gross Profit
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands except percentages)
Gross profit
$
95,733

 
$
78,731

 
$
39,710

Gross margin
74.5
%
 
77.3
%
 
71.6
%

39

Gross profit increase d by $17.0 million and gross margin decrease d by 2.8 percentage points during the year ended December 31, 2013 as compared to the same period of 2012 as revenues increased by $26.6 million and cost of revenues increased by $9.6 million . The decrease in the gross margin for 2013 is primarily a result of an increase in fixed costs associated with headcount added to our implementation, professional services and customer support organizations and investments we have made in expanding our data centers. Cost of revenues increased primarily due to a $1.2 million increase in third-party royalty expenses to support the increased revenues, a  $5.8 million   increase  in salaries and employee benefits from increased professional services and customer support headcount, a $0.5 million increase in stock-based compensation expense relating to our increased headcount, a  $0.5 million   increase in temporary staff and consulting costs associated with improvements to our data center operations and a  $1.2 million increase in depreciation expense due to capital additions.
Gross profit and gross margin increased by $39.0 million and 5.7 percentage points, respectively, in the year ended December 31, 2012 as compared to the same period of 2011 as revenues increased by $46.4 million and cost of revenues increased by $7.3 million. The increase in the gross margin for 2012 is primarily a result of our ability to utilize existing infrastructure to accommodate revenue growth and the fixed nature of certain costs such as intangible amortization. Cost of revenues increased primarily due to a $2.6 million increase in third-party royalty expenses to support the increased revenues, a $2.6 million increase in salaries and employee benefits from increased professional services and customer support headcount as well as the increase in headcount in hiring former DMD employees following the DMD acquisition in August 2011 , a $1.0 million increase in consulting costs associated with improvements to our data center operations and a $0.9 million increase in depreciation expense due to property and equipment additions. The increase in cost of revenues was partially offset by the capitalization of $1.0 million in compensation and consulting costs associated with data center improvements.
Sales and Marketing
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands except percentages)
Sales and marketing
$
21,331

 
$
17,887

 
$
12,126

Sales and marketing
16.6
%
 
17.6
%
 
21.9
%
Sales and marketing expenses increase d by $3.4 million , or 19.3% , in the year ended December 31, 2013 as compared to the same period of 2012. This increase was primarily due to a $1.9 million increase in salaries and employee benefits as well as a $0.6 million increase in stock-based compensation expense, both reflecting an increase in headcount as we continued to grow our sales and marketing departments in an effort to increase our market share. Additionally, travel and entertainment expenses in support of our sales function increase d by $0.5 million , and technology and telecommunications expenses incurred in support of our sales function increase d by $0.3 million .
Sales and marketing expenses increased by $5.8 million, or 47.5%, in the year ended December 31, 2012 as compared to the same period of 2011. This increase was primarily due to a $2.2 million increase in salaries and employee benefits reflecting additional headcount as we have grown our sales department in order to address anticipated demand for our software solutions and additional headcount from the hiring of former DMD employees in August 2011 , a $1.2 million increase in commissions commensurate with the increase in revenues, a $0.8 million increase due to the increased level of sales and marketing activities in 2012 as compared to the prior-year period including our Encompass User Summit in the fourth quarter of 2012 and a $0.6 million increase in amortization of acquired intangible assets related to the DMD acquisition which occurred in August 2011 .
Research and Development
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands except percentages)
Research and development
$
24,695

 
$
18,053

 
$
12,975

Research and development
19.2
%
 
17.7
%
 
23.4
%
Research and development expenses increase d by $6.6 million , or 36.8% , in the year ended December 31, 2013 compared to the same period of 2012. The increase was primarily due to a $3.8 million increase in salaries and employee benefits reflecting an increase in headcount, a $1.9 million increase in stock-based compensation expense primarily resulting from Performance Awards granted to certain executives during the third quarter of 2012 and the first quarter of 2013 and stock option and RSU grants made to new and existing employees and a $0.5 million increase in the use of consultants.

40

Research and development expenses increased by $5.1 million, or 39.1%, in the year ended December 31, 2012 compared to the same period of 2011. The increase was primarily due to a $2.8 million increase in salaries and employee benefits reflecting an increase in headcount which included the hiring of former DMD employees in August 2011 , a $1.1 million increase in stock-based compensation expense primarily resulting from Performance Awards granted to certain executives during the third quarter of 2012 as well as stock option grants made to new employees and a $0.6 million increase in the use of consultants.
  General and Administrative
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands except percentages)
General and administrative
$
30,853

 
$
21,601

 
$
12,900

General and administrative
24.0
%
 
21.2
%
 
23.2
%
General and administrative expenses increase d by $9.3 million , or 42.8% , in the year ended December 31, 2013 as compared to the same period of 2012. This increase was primarily due to a $4.4 million increase in stock-based compensation expense primarily resulting from Performance Awards granted to certain executives during the third quarter of 2012 and the first quarter of 2013 and stock option and RSU grants made to new and existing employees, a $1.4 million increase in the use of consultants and temporary contractors for infrastructure and compliance projects, a $1.1 million increase in technology expenses relating to licenses and support for software used to manage our business, a $0.9 million increase in fees to professional service firms for accounting, tax, and investor relations services and a $0.4 million increase in depreciation expenses resulting from overall growth of our business and headcount.
General and administrative expenses increased by $8.7 million, or 67.4%, in the year ended December 31, 2012 as compared to the same period of 2011. This increase was primarily due to a $3.6 million increase in stock-based compensation expense primarily resulting from Performance Awards granted to certain executives during the third quarter of 2012 as well as stock option grants made to new employees, a $1.3 million increase in salaries and other employee benefits due to an increase in headcount, which included the hiring of former DMD employees, a $1.4 million increase in bonus expense due to a greater number of employees eligible for bonus pay as well as improved operating performance of the Company, a $1.1 million increase in hardware and software expenses associated with infrastructure upgrades, a $0.6 million increase in the use of consultants and temporary workers, a $0.3 million increase in credit card processing fees resulting from higher sales volumes and a $0.2 million increase in depreciation expense due to recent increases in capital expenditures. The increases were offset by a $0.5 million decrease in legal fees due to decreased usage of outside legal services and a $0.4 million decrease in bad debt expenses resulting from the shift in the mix of our customer base from mortgage brokerages to mortgage lenders and improvement in the economy.
Other (Expense) Income, Net
Other income (expense), net includes imputed interest expense related to the DMD acquisition holdback liability and interest income from notes receivable and investments. The amounts were not significant in the years ended December 31, 2013, 2012 and 2011 .
Income Taxes
Income tax provision of $6.7 million in 2013 was primarily due to statutory taxes on pretax income of $19.3 million . Income tax provision of $1.7 million in 2012 was primarily due to statutory taxes on pretax income of $21.1 million offset by a $6.6 million reduction in our deferred tax asset valuation allowance. Income tax benefit of $1.8 million in 2011 was primarily due to a $1.7 million reduction in our deferred tax asset valuation allowance resulting from the August 2011 acquisition of DMD and a one-time refund of $0.3 million for prior year alternative minimum taxes paid resulting from the carry back of eligible small business tax credits, partially offset by a $0.1 million current year tax provision.
Our effective tax rate did not significantly differ from the statutory federal rate during the year ended December 31, 2013 , although there were offsetting differences between the effective tax rate and statutory federal rate due to non-deductible items, state taxes, and federal research and development credits. During the years ended December 31, 2012 and 2011, our effective tax rate differed from the statutory federal rate principally due to changes in the valuation allowance.
The valuation allowance decreased by $2.0 million in 2011 , decreased by $6.5 million in 2012 and increased by $0.5 million in 2013 . We continue to maintain a valuation allowance against the deferred tax assets related to certain state research and development tax credits, the realization of which is uncertain as we expect to generate additional such credits at a faster rate than we are able to utilize them . We will continue to assess the need for a valuation allowance on deferred tax assets by evaluating both

41

positive and negative evidence that may exist. Any adjustment to the deferred tax asset valuation allowance will be recorded in the income statement for the periods that the adjustment is determined to be required.
Liquidity and Capital Resources
As of December 31, 2013 , we had cash, cash equivalents and short-term investments of $79.8 million and long-term investments of $56.3 million . Cash and cash equivalents consist of cash and money market accounts. Both short and long-term investments consist of corporate bonds and obligations, certificates of deposit, municipal obligations, U.S. government notes and U.S. government agency securities.
We believe that our existing cash, cash equivalents and short-term investments will be sufficient to fund capital expenditures, operating expenses and other cash requirements for at least the next 12 months. We may enter into acquisitions in the future, which could require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.
The following table sets forth our statement of cash flows data for the periods presented:
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Net cash provided by operating activities
$
29,248

 
$
27,753

 
$
6,372

Net cash used in investing activities
$
(52,314
)
 
$
(69,121
)
 
$
(21,268
)
Net cash provided by financing activities
$
12,414

 
$
61,750

 
$
24,279

Net increase (decrease) in cash and cash equivalents
$
(10,652
)
 
$
20,382

 
$
9,383

Operating Activities
Cash provided by operating activities increased by $1.5 million from $27.8 million in 2012 to $29.2 million in 2013 . In the consolidated statements of cash flows, cash provided by operating activities is presented as net income adjusted for non-cash expense items and changes in operating assets and liabilities. Net income decreased by $6.9 million for the year ended December 31, 2013 as compared to the same period of 2012 . The net contribution of non-cash expense items to cash provided by operating activities increased by $3.3 million for the year ended December 31, 2013 as compared to the same period of 2012 . The net contribution of changes in operating assets and liabilities to cash provided by operating activities increased by $5.1 million for the year ended December 31, 2013 as compared to the same period of 2012 .
Contributing to the increase in the net contribution of non-cash expense items was a $7.4 million increase in stock-based compensation expense, primarily due to Performance Awards granted to certain executives during the third quarter of 2012 and the first quarter of 2013 and new stock option and RSUs grants made to new and existing employees, offset in part by reductions from fully vested, fully amortized stock options, which no longer impacted expense in 2013.  Also contributing was a $1.7 million in depreciation expense, primarily due to purchases of property and equipment for our data centers and for our new ERP system, which was placed into service during the fourth quarter of 2013. Additionally, amortization of investment premium increased by $1.6 million due to purchases of short-term and long-term investments starting in the fourth quarter of 2012. Offsetting these contributors to cash provided by operating activities were excess tax benefits, which reduce cash provided by operating activities and increased by $4.7 million primarily as a result of windfall tax benefits on the exercise of stock options, of which there were none in 2012. Also reducing cash provided by operating activities was the benefit from deferred income taxes, which increased by $2.4 million , primarily due to increases to deferred taxes related to stock-based compensation, and the lack of a reduction in the deferred tax asset valuation allowance during 2013, as there was in 2012.
Changes in operating assets and liabilities resulted in a net increase of $5.1 million to cash provided by operating activities in the year ended December 31, 2013 as compared to the same period in 2012 . Our net accounts receivable balance fluctuates from period to period, depending on the timing of sales and billing activity, cash collections and changes to our allowance for doubtful accounts. The change in prepaid expenses and other current assets was primarily due to the timing of the payment for computer software licenses, as well as an increase in taxes receivable resulting from windfall tax benefits on the exercise of stock options. The change in deposits and other assets was due to deferred commission expenses which started in 2013 and timing of the payment for software licenses. The change in accounts payable and accrued and other liabilities was due to the timing of additional liabilities and payments in general, and does not reflect any significant change in the nature of accrued liabilities.
Cash provided by operating activities increased by $21.4 million from $6.4 million in 2011 to $27.8 million in 2012 . This increase was primarily due to an increase of net income of $15.8 million for the year ended December 31, 2012 as compared to the same period of 2011 . Additionally, stock-based compensation expense increased by $5.2 million for the year ended December 31, 2012 as compared to the same period of 2011. This increase resulted from new grants and the increased market price per share

42

of our common stock, offset in part by reductions from fully vested, fully amortized stock options. Additionally, the change in deferred tax assets and liabilities increased by $1.1 million primarily due to the reduction in our deferred tax asset valuation allowance. Depreciation expense increased by $1.2 million primarily due to purchases of property and equipment for our data center and amortization of other intangible assets increased by $0.7 million primarily due to the acquisition of DMD. The increases were also offset by the increase in the excess tax benefit from exercise of stock options of $2.0 million as well as the decrease in the provision for uncollectible accounts receivable of $0.4 million.
Cash provided by operating activities is also affected by changes in operating assets and liabilities, which resulted in a net decrease of $0.4 million to operating cash flows in the year ended December 31, 2012 as compared to the same period in 2011. Our net accounts receivable balance fluctuates from period to period, depending on the timing of sales and billing activity, cash collections and changes to our allowance for doubtful accounts. The change in prepaid expenses was due to the timing of the payment for insurance renewals, computer software licenses and computer equipment maintenance contracts as well as payments for prepaid maintenance related to computer hardware purchased for our data centers. The change in accounts payable and accrued and other liabilities was due to the timing of additional liabilities and specifically, to the payment of bonuses to employees prior to December 31, 2012.
Investing Activities
Our primary investing activities have consisted of purchases of investments, purchases of property and equipment specifically related to the build out of our data centers, as well as payments for acquisitions. Purchases of property and equipment may vary from period to period due to the timing of the expansion of our operations and certain software development projects subject to capitalization. We plan to continue to invest in technology hardware and software to support our growth and corporate infrastructure. Additionally, consistent with our acquisition strategy, we intend to continue pursuing additional strategic acquisitions.
Cash used in investing activities of $52.3 million for the year ended December 31, 2013 was primarily the result of $44.2 million in net purchases of investments, $6.1 million for purchases of property and equipment mainly for our data centers and a $3.0 million holdback payment relating to the acquisition of DMD . This was partially offset by collections of $1.0 million on an outstanding note receivable.
Cash used in investing activities of $69.1 million for the year ended December 31, 2012 was primarily the result of $58.1 million in net purchases of investments, $8.1 million for purchases of property and equipment mainly for our data centers and a $2.9 million holdback payment relating to the acquisition of DMD.
Cash used in investing activities of $21.3 million for the year ended December 31, 2011 was primarily the result of $18.2 million in cash payments related to the acquisitions of DMD and MPS as well as purchases of property and equipment of $3.7 million primarily related to computer equipment and software to support the growth of our business.
Financing Activities
Financing activities have consisted primarily of proceeds from our public offerings of common stock in 2011 and 2012, net of offering costs. Additional cash has been provided from the exercise of stock options as well as from the effect of excess tax benefits from exercises of stock options.
Cash provided by financing activities of $12.4 million for the year ended December 31, 2013 consisted primarily of $6.5 million in proceeds from the exercise of stock options and $6.7 million in excess tax benefit from exercise of stock options.
Cash provided by financing activities of $61.8 million for the year ended December 31, 2012 consisted primarily of $55.5 million in proceeds from our follow-on public offering, net of offering costs, $4.3 million in proceeds from the exercise of stock options and $2.0 million in excess tax benefit from exercise of stock options.
Cash provided by financing activities of $24.3 million for the year ended December 31, 2011 consisted primarily of $23.1 million in proceeds from our initial public offering, net of offering costs, and $1.3 million in proceeds from the exercise of stock options.
Off Balance Sheet Arrangements
As of December 31, 2013 , we had no off-balance sheet arrangements and operating leases were the only financing arrangements not reported on our consolidated financial statements.


43

Contractual Obligations
As of December 31, 2013 , our contractual payment obligations are as follows:
 
Payment due by period (as of December 31, 2012)
 
Total
 
Less than
1 year
 
1-3
years
 
More than
3 years
 
(in thousands)
Acquisition holdback, net of discounts
$
1,965

  
$
1,965

  
$
—

  
$
—

Capital lease obligations
1,036

  
1,036

  
—

  
—

Operating lease obligations
3,026

  
1,834

  
842

  
350

Purchase obligations
3,160

 
1,267

 
1,893

 
—

Total
$
9,187

  
$
6,102

  
$
2,735

  
$
350

Acquisition holdback, net of discounts is related to the acquisition of DMD . See Notes 5 and 8 of the Notes to Consolidated Financial Statements.
Purchase obligations are associated with agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included in the table above. See Note 8 of the Notes to Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks and inflation.
Interest Rate Fluctuation Risk
We do not have any long-term borrowings.
Our investments include cash, cash equivalents and both short and long-term investments including investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations and guaranteed obligations of the U.S. government . The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments.
A hypothetical increase in interest rates of 1.0% would have resulted in a decrease in the fair value of our investment portfolio of $1.2 million as of December 31, 2013 . The fluctuations in fair value of our investment portfolio reflect only the direct impact of the change in interest rates. Other economic variables, such as equity market fluctuations and changes in relative credit risk, could result in a significantly higher decline in the fair value of our net investment position. For further information on how credit risk is factored into the valuation of our investment portfolio see Note 4 of the Notes to Consolidated Financial Statements.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

44

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
 
 
 
Page
 
 
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

45

Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ellie Mae, Inc.
We have audited the accompanying consolidated balance sheets of Ellie Mae, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2013 and 2012 , and the related consolidated statements of comprehensive income, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2013 . Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ellie Mae, Inc. and subsidiaries as of December 31, 2013 and 2012 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 , in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013 , based on criteria established in the 1992 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 13, 2014 expressed an unqualified opinion thereon.


/s/ GRANT THORNTON LLP
San Francisco, California
March 13, 2014


46

Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ellie Mae, Inc.
We have audited the internal control over financial reporting of Ellie Mae, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2013 , based on criteria established in the 1992 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 , based on criteria established in the 1992 Internal Control - Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and schedule of the Company as of and for the year ended December 31, 2013 , and our report dated March 13, 2014 expressed an unqualified opinion on those financial statements and schedule.

/s/ GRANT THORNTON LLP
San Francisco, California
March 13, 2014

47

Ellie Mae, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
 
December 31,
 
2013
 
2012
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
33,462

 
$
44,114

Short-term investments
46,325

 
16,243

Accounts receivable, net of allowances for doubtful accounts of $81 and $74 as of December 31, 2013 and December 31, 2012, respectively
12,024

 
9,753

Prepaid expenses and other current assets
6,473

 
3,601

Note receivable
—

 
1,000

Total current assets
98,284

 
74,711

Property and equipment, net
12,751

 
9,494

Long-term investments
56,285

 
43,728

Other intangible assets, net
5,089

 
6,531

Goodwill
51,051

 
51,051

Deposits and other assets
5,112

 
100

Total assets
$
228,572

 
$
185,615

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
3,783

 
$
2,039

Accrued and other current liabilities
10,224

 
6,044

Acquisition holdback, net of discount
1,965

 
2,948

Deferred revenue
4,752

 
4,896

Total current liabilities
20,724

 
15,927

Acquisition holdback, net of current portion and discount
—

 
1,911

Other long-term liabilities
952

 
915

Total liabilities
21,676

 
18,753

Commitments and contingencies (Note 8)

 

Stockholders’ equity:
 
 
 
Common stock, $0.0001 par value per share; 140,000,000 authorized shares, 27,624,025 and 26,058,533 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively
3

 
3

Additional paid-in capital
212,043

 
184,616

Accumulated other comprehensive loss
(34
)
 
(65
)
Accumulated deficit
(5,116
)
 
(17,692
)
Total stockholders’ equity
206,896

 
166,862

Total liabilities and stockholders’ equity
$
228,572

 
$
185,615

See accompanying notes to these consolidated financial statements.

48

Ellie Mae, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share amounts)
 
 
Year ended December 31,
 
2013
 
2012
 
2011
Revenues
$
128,481

 
$
101,845

 
$
55,494

Cost of revenues
32,748

 
23,114

 
15,784

Gross profit
95,733

 
78,731

 
39,710

Operating expenses:
 
 
 
 
 
Sales and marketing
21,331

 
17,887

 
12,126

Research and development
24,695

 
18,053

 
12,975

General and administrative
30,853

 
21,601

 
12,900

Total operating expenses
76,879

 
57,541

 
38,001

Income from operations
18,854

 
21,190

 
1,709

Other income (expense), net
460

 
(43
)
 
76

Income before income taxes
19,314

 
21,147

 
1,785

Income tax provision (benefit)
6,738

 
1,683

 
(1,835
)
Net income
$
12,576

 
$
19,464

 
$
3,620

Net income per share of common stock:
 
 
 
 
 
Basic
$
0.47

 
0.83

 
0.23

Diluted
$
0.44

 
0.76

 
0.18

Weighted average common shares used in computing net income per share of common stock:
 
 
 
 
 
Basic
26,581,962

 
23,523,222

 
15,618,053

Diluted
28,502,403

 
25,537,192

 
20,649,451

 
 
 
 
 
 
Net income
$
12,576

 
$
19,464

 
$
3,620

Other comprehensive income, net of taxes
 
 
 
 
 
Unrealized gain (loss) on investments
31

 
(65
)
 
—

Comprehensive income
$
12,607

 
$
19,399

 
$
3,620

 
See accompanying notes to these consolidated financial statements.

49

Ellie Mae, Inc.
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 Redeemable Convertible
 
 
 
 
 
 
Additional
 
Other
 
 
 
 Total
 
Preferred Stock
 
 
Common Stock
 
Paid-in
 
Comprehensive
 
Accumulated
 
Stockholders'
 
Shares
 
Amount
 
 
Shares
 
Amount
 
Capital
 
Loss
 
Deficit
 
Equity (Deficit)
Balances, December 31, 2010
11,770,472

 
82,672

 
 
3,629,662

 
—

 
8,951

 
—

 
(40,776
)
 
(31,825
)
Issuance of common stock for cash upon exercise of stock options
—

 
—

 
 
414,583

 
—

 
1,185

 
—

 
—

 
1,185

Issuance of common stock upon exercise of stock options in exchange for an employee note receivable
—

 
—

 
 
29,163

 
—

 
—

 
—

 
—

 
—

Issuance of common stock upon exercise of warrant
—

 
—

 
 
175,710

 
—

 
125

 
—

 
—

 
125

Issuance of common stock in connection with IPO, net
—

 
—

 
 
5,000,000

 
—

 
21,392

 
—

 
—

 
21,392

Conversion of preferred stock to common stock in connection with IPO
(11,770,472
)
 
(82,672
)
 
 
11,770,472

 
2

 
82,670

 
—

 
—

 
82,672

Stock-based compensation
—

 
—

 
 
—

 
—

 
1,680

 
—

 
—

 
1,680

Excess tax benefit from exercise of stock options
—

 
—

 
 
—

 
—

 
9

 
—

 
—

 
9

Net income
—

 
—

 
 
—

 
—

 
—

 
—

 
3,620

 
3,620

Balances, December 31, 2011
—

 
—

 
 
21,019,590

 
2

 
116,012

 
—

 
(37,156
)
 
78,858

Issuance of common stock under stock incentive plans
—

 
—

 
 
1,447,456

 
—

 
3,516

 
—

 
—

 
3,516

Issuance of common stock under employee stock purchase plan
—

 
—

 
 
126,242

 
—

 
742

 
—

 
—

 
742

Issuance of common stock in connection with public offering, net
—

 
—

 
 
3,465,245

 
1

 
55,530

 
—

 
—

 
55,531

Stock-based compensation
—

 
—

 
 
—

 
—

 
6,849

 
—

 
—

 
6,849

Excess tax benefit from exercise of stock options
—

 
—

 
 
—

 
—

 
1,967

 
—

 
—

 
1,967

Unrealized gain (loss) on investments
—

 
—

 
 
—

 
—

 
—

 
(65
)
 
—

 
(65
)
Net income
—

 
—

 
 
—

 
—

 
—

 
—

 
19,464

 
19,464

Balances, December 31, 2012
—

 
—

 
 
26,058,533

 
3

 
184,616

 
(65
)
 
(17,692
)
 
166,862

Issuance of common stock under stock incentive plans
—

 
—

 
 
1,462,566

 
—

 
4,623

 
—

 
—

 
4,623

Shares withheld for employee taxes related to vested restricted stock units
—

 
—

 
 
(6,344
)
 
 
 
(174
)
 
 
 
 
 
(174
)
Issuance of common stock under employee stock purchase plan
—

 
—

 
 
109,270

 
—

 
1,922

 
—

 
—

 
1,922

Stock-based compensation
—

 
—

 
 
—

 
—

 
14,390

 
—

 
—

 
14,390

Excess tax benefit from exercise of stock options
—

 
—

 
 
—

 
—

 
6,666

 
—

 
—

 
6,666

Unrealized gains on investments
—

 
—

 
 
—

 
—

 
—

 
31

 
—

 
31

Net income
—

 
—

 
 
—

 
—

 
—

 
—

 
12,576

 
12,576

Balances, December 31, 2013
—

 
$
—

 
 
27,624,025

 
$
3

 
$
212,043

 
$
(34
)
 
$
(5,116
)
 
$
206,896

See accompanying notes to these consolidated financial statements.

50

Ellie Mae, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Year ended December 31,
 
2013
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
12,576

 
$
19,464

 
$
3,620

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation
4,845

 
3,144

 
1,964

Provision for uncollectible accounts receivable
32

 
70

 
469

Amortization of other intangible assets
1,442

 
1,635

 
896

Amortization of discount related to holdback
106

 
186

 
80

Amortization of investment premium
1,614

 
—

 
—

Stock-based compensation expense
14,259

 
6,849

 
1,680

Loss on sale of property and equipment
—

 
19

 
—

Excess tax benefit from exercise of stock options
(6,666
)
 
(1,967
)
 
—

Deferred income taxes
(2,987
)
 
(559
)
 
(1,654
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
(2,303
)
 
(3,004
)
 
(2,584
)
Prepaid expenses and other current assets
3,466

 
(1,506
)
 
(650
)
Deposits and other assets
(1,353
)
 
50

 
621

Accounts payable
907

 
500

 
479

Accrued, other current and other liabilities
3,437

 
2,538

 
1,130

Deferred revenue
(127
)
 
334

 
321

Net cash provided by operating activities
29,248

 
27,753

 
6,372

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Acquisition of property and equipment
(6,092
)
 
(8,121
)
 
(3,688
)
Purchase of investments
(101,121
)
 
(65,811
)
 
(6,228
)
Maturities of investments
56,899

 
7,708

 
6,851

Acquisitions, net of cash acquired
(3,000
)
 
(2,907
)
 
(18,188
)
Other investing activities, net
1,000

 
10

 
(15
)
Net cash used in investing activities
(52,314
)
 
(69,121
)
 
(21,268
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from public offerings, net of commissions
—

 
55,964

 
27,900

Offering costs paid during the period
—

 
(433
)
 
(4,824
)
Payment of capital lease obligations
(624
)
 
(6
)
 
(116
)
Proceeds from issuance of common stock under employee stock plans
6,546

 
4,258

 
1,310

Tax payments related to shares withheld for vested restricted stock units
(174
)
 
—

 
—

Excess tax benefit from exercise of stock options
6,666

 
1,967

 
9

Net cash provided by financing activities
12,414

 
61,750

 
24,279

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(10,652
)
 
20,382

 
9,383

CASH AND CASH EQUIVALENTS, Beginning of period
44,114

 
23,732

 
14,349

CASH AND CASH EQUIVALENTS, End of period
$
33,462

 
$
44,114

 
$
23,732

Supplemental disclosure of cash flow information:
 
 
 
 
 
Cash paid for interest
$
268

 
$
356

 
$
3

Cash paid for income taxes
$
4,582

 
$
212

 
$
193

Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
 
Fixed asset purchases not yet paid
$
884

 
$
186

 
$
801

Stock-based compensation capitalized to property and equipment
$
131

 
$
—

 
$
—

Acquisition of property and equipment under capital leases
$
1,271

 
$
—

 
$
—

Conversion of preferred stock to common stock
$
—

 
$
—

 
$
82,670

See accompanying notes to these consolidated financial statements.

51

Ellie Mae, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — Description of Business

Ellie Mae, Inc. (the “Company” or “Ellie Mae”) is a leading provider of on-demand software solutions and services for the residential mortgage industry in the United States .  Its mortgage management solutions help streamline and automate the process of originating and funding new mortgage loans, thereby increasing efficiency, improving loan quality, facilitating regulatory compliance and reducing documentation errors while providing one system of record for loans .
NOTE 2 — Basis of Presentation and Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Ellie Mae and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
Certain reclassifications have been made to prior period amounts to conform to current period presentation. Such reclassifications have no effect on revenues, income from operations or net income as previously reported.
Applicable Accounting Guidance
Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative generally accepted accounting principles in the United States (“ U.S. GAAP ”), as found in the Financial Accounting Standards Board’s (“ FASB ”) Accounting Standards Codification (“ ASC ”).
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates estimates on a regular basis including those relating to revenue recognition, the allowance for doubtful accounts, goodwill, other intangible assets, the valuation of deferred income taxes, stock-based compensation and unrecognized tax benefits, among others. Actual results could differ from those estimates and such differences may have a material impact on the Company’s consolidated financial statements and footnotes.
Cash and Cash Equivalents
All highly liquid investments with original maturities of 90 days or less are considered to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value.
Fair Value of Financial Instruments
The fair values of the Company’s cash and cash equivalents, accounts receivable, notes receivable and accounts payable approximate their carrying values due to the short maturities of the instruments. The fair value of the Company’s capital lease obligations approximates the carrying value due to the short-term maturities of the leases.
All of the Company’s investments that have maturities of greater than 90 days are classified as available-for-sale and are carried at fair value. The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations and guaranteed obligations of the U.S. government , all of which are subject to minimal credit and market risks. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. The cost of available-for-sale marketable securities sold is based on the specific identification method. Unrealized gains and losses, net of tax, are reported in stockholders’ equity as accumulated other comprehensive loss . Realized gains and losses are included in other income (expense), net . Interest and dividends are included in other income (expense), net when they are earned .
Allowance for Doubtful Accounts
The Company analyzes individual trade accounts receivable by considering historical bad debts, customer creditworthiness, current economic trends, changes in customer payment terms and collection trends when evaluating the adequacy of the allowance

52

for doubtful accounts. Allowances for doubtful accounts are recognized in the period in which the associated receivable balance is not considered recoverable. Any change in the assumptions used in analyzing accounts receivable may result in changes to the allowance for doubtful accounts and is recognized in the period in which the change occurs. The Company writes off a receivable when all rights, remedies and recourses against the account and its principals are exhausted and records a benefit when previously reserved accounts are collected.
Concentration of Credit Risk
The financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. The Company’s cash and cash equivalents are deposited with major financial institutions in the United States. At times, such deposits may be in excess of insured limits. Management believes that the Company’s investments in cash equivalents and available-for-sale investments are financially sound and have minimal credit risk. The Company’s accounts receivable are derived from revenue earned from customers located in the United States. The Company had no customers that represented 10% or more of revenues for the years ended December 31, 2013, 2012 and 2011 . No customer represented more than 10% of accounts receivable as of December 31, 2013 and 2012 .
Software and Website Development Costs
The Company capitalizes internal and external costs incurred to develop internal-use software and website applications. Capitalized internal costs include salaries, benefits and stock-based compensation charges for employees that are directly involved in developing the software or website application, and depreciation of assets used in the development process. Capitalized external costs include third-party consultants involved in the development process, as well as other direct costs incurred as part of the development process.
Capitalization of costs begins when the preliminary project stage is completed, and management authorizes and commits to funding a project and it is probable that the project will be completed and the software or website application will be used to perform the function intended. Internal and external costs incurred as part of the preliminary project stage are expensed as incurred.
Capitalization ceases at the point at which the project is substantially complete and ready for its intended use, after all substantial testing is completed. Internal and external training costs and maintenance costs during the post-implementation operation stage are expensed as incurred.
Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized costs are included in “Property and equipment, net” in the accompanying consolidated balance sheets. For the years ended December 31, 2013 and 2012 , the Company capitalized software and website application development costs of $5.0 million and $0.5 million , respectively. There were no such costs capitalized in the year ended December 31, 2011 . There was $69,000 in amortization of capitalized internal-use software and website development costs recorded during the year ended December 31, 2013 and no such amortization recorded during the years ended December 31, 2012 and 2011.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which is generally three years. Leasehold improvements are amortized over the shorter of the asset’s useful life or term of the lease. 
Business Combinations
The Company recognizes and measures the identifiable assets acquired in a business combination, the liabilities assumed and any non-controlling interest in the acquiree, measured at their fair values as of the acquisition date. Under ASC 805, the Company recognizes contingent consideration arrangements at their acquisition-date fair values with subsequent changes in fair value reflected in earnings, recognizes pre-acquisition loss and gain contingencies at their acquisition-date fair values (with certain exceptions), capitalizes in-process research and development assets, expenses acquisition-related transaction costs as incurred, and limits the capitalization of acquisition-related restructuring as of the acquisition date. Due to the inherent uncertainty in the Company’s best estimates and assumptions, they are subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any subsequent adjustments, including changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period, are recognized in earnings rather than as an adjustment to the cost of the acquisition.

53

Goodwill
The Company records goodwill in a business combination when the consideration paid exceeds the fair value of the net assets acquired. Goodwill is not amortized, but is tested for impairment at least annually in the fourth quarter of the Company’s fiscal year, or whenever changes in circumstances indicate that the fair value of a reporting unit is less than its carrying amount, including goodwill. The annual test is performed at the reporting unit level using a fair-value based approach. The Company’s operations are organized as one reporting unit. In testing for a potential impairment of goodwill, the Company first compares the carrying value of assets and liabilities to the estimated fair value. If estimated fair value is less than carrying value, then potential impairment exists. The amount of any impairment is then calculated by determining the implied fair value of goodwill using a hypothetical purchase price allocation. Impairment is equivalent to any excess of goodwill carrying value over its implied fair value.
The process of evaluating the potential impairment of goodwill requires significant judgment at many points during the analysis, including calculating fair value of each reporting unit based on estimated future cash flows and discount rates to be applied.
The Company completed its annual impairment tests during the fourth quarters of 2013 , 2012 and 2011 and determined that goodwill was not impaired.
Other Intangible Assets
Other intangible assets are stated at cost less accumulated amortization. Other intangible assets include developed technology, trade names and customer lists and contracts. Intangible assets with finite lives are amortized on a straight-line basis over the estimated periods of benefit, as follows:
 
Developed technology
3-5 years
Trade names
3 years
Customer lists and contracts
1-9 years
The Company evaluates its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and fair value less costs to sell. There have been no such impairments of finite-lived intangible assets for the years ended December 31, 2013, 2012 and 2011 .
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets for indications of possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There has been no such impairment of long-lived assets for the years ended December 31, 2013, 2012 and 2011 .
Revenue Recognition
The Company generates revenue primarily from on-demand and on-premise fees for software and related services. On-demand revenues are revenues generated from company-hosted software subscriptions that customers access through the Internet as well as revenues from a small number of customers that have opted to self-host a portion of the software but pay fees based on a per closed loan, or success, basis subject to monthly base fees, which the Company refers to as Success-Based Pricing. On-demand revenues are also comprised of software services sold transactionally and Ellie Mae Network transaction fees. On-premise revenues are revenues generated from maintenance services, sales of customer-hosted software licenses (except for customer-hosted Success-Based Pricing revenues, which are included in on-demand revenues described above), and professional services, which include consulting, implementation and training services. Sales taxes assessed by governmental authorities are excluded from revenue.
The Company commences revenue recognition when all of the following conditions are satisfied:
• There is persuasive evidence of an arrangement
• The service has been or is being provided to the customer

54

• The collection of the fees is reasonably assured; and
• The amount of fees to be paid by the customer is fixed or determinable.
On-Demand Revenues
Subscription Services and Usage-Based Fee Arrangements. Subscription services and usage-based fee arrangements generally include a combination of the Company’s products delivered as software-as-a-service (“SaaS”) and support services. These arrangements are non-cancelable and do not contain refund-type provisions. These revenues generally include the following:
SaaS Encompass Revenues. The Company offers web-based, on-demand access to Encompass for a monthly recurring fee. The Company provides the right to access its loan origination software and handles the responsibility of managing the servers, providing security, backing up the data and applying updates; however, except where customers self-host a portion of the software in a Success-Based Pricing structure, customers under SaaS arrangements may not take possession of the software at any time during the term of the agreement. Subscription revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the Company’s service is made available to customers. Contracts generally range from one year to five years .
Alternatively, customers can elect to pay on a per closed loan, or success, basis. Success basis contracts generally have a term of one to five years and are subject to monthly base fees, which enable customers to close loans up to a contractually agreed-to minimum number of transactions, and additional closed loan fees, which are assessed for loans closed in excess of the minimum. Revenue is earned from both base fees and additional closed loan fees as the result of the customer’s usage of Encompass. Monthly base fees are recognized over the respective monthly service period as the software is utilized. Additional closed loans fees are recognized when the loans are reported as closed. This offering also includes Encompass CenterWise, Encompass Compliance Service and Encompass Docs Solution for Encompass as integrated components, which are combined elements of the arrangement that is delivered in conjunction with the SaaS Encompass offering and therefore is not accounted for separately.
Encompass CenterWise Revenues. Encompass CenterWise is a bundled offering of electronic document management (“EDM”) and websites used for customer relationship management. Generally, revenue is recognized for Encompass CenterWise after the service is rendered, except when Encompass CenterWise is automatically included as an integrated component of the SaaS Encompass offering, in which case the associated revenue is recognized as described above.
Services Revenues. The Company provides mortgage-related and other business services, including automated documentation preparation and compliance reports. Services revenues are recognized after the services are rendered.
Transaction Revenues. The Company has entered into agreements with various lenders, service providers and certain government agencies participating in the mortgage origination process that provide them access to, and ability to interoperate with, mortgage originators on the Ellie Mae Network. Under these agreements, the Company earns transaction fees when transactions are processed through the Ellie Mae Network. Transaction revenues are recognized when there is evidence that the qualifying transactions have occurred on the Ellie Mae Network and collection of the resulting receivable is reasonably assured.
On-Premise Revenues
With the exception of revenue from customers that self-host a portion of the software in a Success-Based Pricing structure ( which is recognized as described above ), revenue from the sale of software licenses is recognized in the month in which the required revenue recognition criteria are met, generally in the month in which the software is delivered. Revenue from the sale of maintenance services and professional services is recognized over the period in which the services are provided.
Multiple Element Arrangements
The Company has entered into both subscription services and software arrangements with multiple elements. When subscription services involve multiple elements that qualify as separate units of accounting, the Company allocates arrangement consideration at the inception of an arrangement to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence (“VSOE”) if it is available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) the best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
VSOE. The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these

55

services fall within a reasonably narrow pricing range. The Company has not historically priced its subscription services within a narrow range. As a result, the Company has not been able to establish selling prices for subscription services based on VSOE.
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a standalone basis. As a result, the Company has not been able to establish selling prices based on TPE.
BESP. When the Company is unable to establish a selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service was sold on a standalone basis. When establishing BESP, the Company reviews company specific factors used to determine list price and makes adjustments as appropriate to reflect current market conditions and pricing behavior. The Company’s process for establishing list price includes assessing the cost to provide a particular product or service, surveying customers to determine market expectations, analyzing customer demographics and taking into account similar products and services historically sold by the Company. The Company continues to review the factors used to establish list price and adjusts BESP as necessary.
Because the Company has determined that neither VSOE nor TPE is available, it uses BESP to allocate the selling price to multiple elements in subscription services arrangements. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.
In order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. Subscription services have standalone value as such services are often sold separately. Additionally, the Company has concluded that professional services have standalone value. In establishing standalone value, the Company considered the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, and the timing of when the professional services contract was signed in comparison to the subscription service start date.
For software arrangements with multiple elements (e.g., undelivered maintenance and support contracts bundled with licenses), revenue is allocated to the delivered elements of the arrangement when VSOE is determinable, using the residual value method based on objective evidence of the fair value of the undelivered elements, which is specific to the Company. When VSOE is not determinable, the entire arrangement is recognized ratably over the term of the contract. Revenue is recognized under this model upon receipt of cash payment from the customer if collectability is not reasonably assured and when other revenue recognition criteria have been met. The VSOE of fair value for maintenance and support obligations related to licenses is based upon the prices paid for the separate renewal of these services by the customer. Maintenance revenues are recognized ratably over the period of the maintenance contract.
Deferred Revenue
Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. Balances consist primarily of maintenance and professional services not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding 12 month period is recorded as current deferred revenue, and the remaining portion is recorded as other long-term liabilities.
Deferred Commission Expense
Deferred commission expenses are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to our direct sales force. Commissions are calculated based on a percentage of the revenues for the non-cancelable term of subscription contracts, which are typically one to five years .
Prior to 2013, commissions were paid and recognized as sales expense when customer payments for contracted services were received on a monthly basis because commissions were earned based on receipt of customer payments. In 2013, we amended our commission plans to provide for payment after the customer's contract is signed. As a result of the change in commission plans, beginning in 2013, commission expense is deferred and amortized to sales expense over the non-cancelable terms of the related subscription contracts. The deferred commission expense amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The new plans also include claw back provisions, which require repayment of a proportionate amount of commissions, should customers cancel their contracts prior to the end of the initial contractual term.

56

During year ended December 31, 2013 , we deferred $1.9 million of commission expense, of which $1.6 million remained on our consolidated balance sheets at December 31, 2013 . No amounts were deferred as of December 31, 2012.
Warranties and Indemnification
The Company provides a warranty for its software products and services to its customers and accounts for its warranties as a contingent liability. The Company’s software is generally warranted to perform substantially as described in the associated product documentation. The Company’s services are generally warranted to be performed consistent with industry standards. If there is a failure of such warranties, the Company generally is obligated to repair or replace the product or service or correct it to conform to the warranty provision. If the Company is unable to do so, the customer is entitled to terminate the agreement with the Company. With respect to Encompass Compliance Service, the Company provides a limited warranty, which limits its liability to the reimbursement for losses incurred by a customer due to fines, penalties or judgments imposed or levied upon a customer as a result of a violation of a specific law, rule or regulation resulting from an error in the provision of the Company’s Encompass Compliance Service. The Company’s maximum exposure is limited under its services agreements to the greater of the total service fees paid by a customer for such services during the specified period preceding the relevant claim, typically six to 12 months , or a specified dollar amount ranging from $50,000 to $5.0 million . The Company has not historically incurred any significant claims and maintains a total of $10.0 million in professional liability insurance coverage. The Company has not provided for a warranty accrual as of December 31, 2013 or 2012 . To date, the Company’s product warranty expense has not been significant.
The Company generally agrees to indemnify its customers against legal claims that the Company’s software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations as a contingent liability. In the event of such a claim, the Company is obligated to defend its customer against the claim and to either settle the claim at the Company’s expense or pay damages that the customer is legally required to pay to the third-party claimant. In addition, in the event of an infringement, the Company agrees to modify or replace the infringing product, or, if those options are not reasonably possible, to refund the cost of the software, as pro-rated over a period of years. To date, the Company has not been required to make any payment resulting from infringement claims asserted against its customers. The Company has not recorded a liability for infringement costs as of December 31, 2013 or 2012 .
The Company has obligations under certain circumstances to indemnify each member of the Company’s board of directors against judgments, fines, settlements and expenses related to claims against such directors and otherwise to the fullest extent permitted under Delaware law and the Company’s bylaws and certificate of incorporation.
Cost of Revenues
The Company’s cost of revenues consists primarily of salaries, benefits and related costs (including stock-based compensation), allocated facilities costs, customer support, data centers, expenses for document preparation, income verification and compliance services, depreciation on computer equipment used in supporting the Ellie Mae Network , the Company’s SaaS Encompass and Encompass CenterWise offerings, amortization of acquired intangible assets directly involved in revenue producing activities and professional services associated with implementation of software.
Research and Development Costs
Research and development costs are expensed as incurred.
Advertising Expenses
The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2013, 2012 and 2011 were $0.4 million , $0.3 million , and $0.3 million , respectively.
Stock-Based Compensation
The Company recognizes stock-based compensation related to awards granted under its 2009 Stock Option and Incentive Plan (the “ 2009 Plan ”), 2011 Equity Incentive Award Plan (the “ 2011 Plan ”) and Employee Stock Purchase Plan (“ ESPP ”).
The Company recognizes compensation expense related to stock option grants that are ultimately expected to vest based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. Such expense is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period.
The Company recognizes compensation expense related to restricted awards, restricted stock unit awards (“ RSUs ”), and performance share awards (“ Performance Awards ”) based on the fair market value of the underlying shares of common stock as of the date of grant. Expense related to the restricted awards and the RSUs are recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. Expense related to the Performance Awards is recognized

57

under an accelerated method over the requisite service period of the award, which recognizes a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. Management estimates the probable number of shares of common stock that will be granted until the achievement of the performance goals is known.
The date of grant is the date at which the Company and the employee reach a mutual understanding of the key terms and conditions of the award, appropriate approvals are received by approval by the board of directors and the Company becomes contingently obligated to issue equity instruments to the employee who renders the requisite service .
The Company is required to estimate potential forfeitures of stock grants and adjust recorded compensation cost accordingly. The estimate of forfeitures is based on historical experience and is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures will be recognized in the period of change and will impact the amount of stock-based compensation expense to be recognized in future periods .
All stock option awards to non-employees are accounted for at the fair value of the consideration received or the fair value of the equity instrument issued, as calculated using the Black-Scholes option-pricing model. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the options vest, and the expense is recognized over the period services are rendered.
Other Income (Expense), Net
Other income (expense), net consisted of the following:
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Interest income
650

 
146

 
159

Net realized loss on investments
(55
)
 
—

 
—

Interest expense
(135
)
 
(189
)
 
(83
)
Total other income (expense), net
460

 
(43
)
 
76

Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that the Company believes is more likely than not to be realized. The Company’s determination of its valuation allowance is based upon a number of assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of revenue and income before taxes in the various jurisdictions in which it operates.
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. Tax positions are based upon their technical merits, relevant tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax positions. A tax position is only recognized in the financial statements if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments that could result in recognition of additional tax benefits or additional charges to the tax provision and may not accurately reflect actual outcomes. The Company has a policy to classify accrued interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals are included in the provision for income taxes.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive gain (loss). Other comprehensive gain (loss) includes certain changes in equity that are excluded from net income, specifically unrealized gains and losses on available-for-sale investments. There were no reclassifications out of accumulated other comprehensive income (“ AOCI ”) that affected net income during the years ended December 31, 2013 and 2012 .

58

Geographical Information
The Company is domiciled in the United States and had no international operations or sales to customers outside of the United States for the years ended December 31, 2013, 2012 and 2011 .
Recent Accounting Pronouncements
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Topic 740 - Income Taxes (“ ASU 2013-11 ”) which provides guidance to improve the presentation of an unrecognized benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We intend to adopt this standard in the first fiscal quarter of 2014 and do not expect the adoption will have a material impact on our consolidated financial statements.
NOTE 3 — Net Income Per Share of Common Stock
Net income per share of common stock is calculated by dividing net income by the weighted average shares of common stock outstanding during the period. Diluted net income per share of common stock is calculated by dividing net income by the weighted average shares of common stock outstanding and potential shares of common stock during the period. Potential shares of common stock include dilutive shares attributable to the assumed exercise of stock options, warrants and employee stock purchase plan shares using the treasury stock method, and RSUs , if dilutive.
The components of net income per share of common stock were as follows:
   
Year ended December 31,
   
2013
 
2012
 
2011
 
(in thousands, except share and per share amounts)

Net income
$
12,576

 
$
19,464

 
$
3,620

Basic shares:
 
 
 
 
 
Weighted average common shares outstanding
26,581,962

 
23,523,222

 
15,618,053

Diluted shares:
 
 
 
 
 
Weighted average shares used to compute basic net income per share
26,581,962

 
23,523,222

 
15,618,053

Effect of potentially dilutive securities:
 
 
 
 
 
Employee stock options, RSUs, Performance Awards and ESPP shares
1,920,441

 
2,013,970

 
5,031,398

Weighted average shares used to compute diluted net income per share
28,502,403

 
25,537,192

 
20,649,451

Net income per share:
 
 
 
 
 
Basic
$
0.47

 
$
0.83

 
$
0.23

Diluted
$
0.44

 
$
0.76

 
$
0.18

The following potential common shares were excluded from the computation of diluted net income per share, as their effect would have been anti-dilutive:
   
Twelve months ended December 31,
   
2013
 
2012
 
2011
Employee stock options and awards
758,900

 
252,462

 
1,128,632

Performance-based awards are included in the diluted shares outstanding for each period if the established performance criteria have been met at the end of the respective periods. However, if none of the required performance criteria have been met for such awards, the Company includes the number of shares that would be issuable if the end of the reporting period were the end of the contingency period. Accordingly, in addition to the shares noted above, 0 , 588,000 and 583,333 performance-based shares were excluded from the dilutive shares outstanding for the years ended December 31, 2013, 2012 and 2011 , respectively.

59

NOTE 4 — Financial Instruments and Fair Value Measurements
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following three categories:
Level 1— Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2— Valuations based on other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3— Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities.
The following tables set forth by level within the fair value hierarchy the Company’s financial assets that were accounted for at fair value on a recurring basis, according to the valuation techniques the Company used to determine their values:
   
Fair value at
 
Fair value measurements
using inputs considered as
   
December 31, 2013
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Money market funds
$
16,431

 
$
16,431

 
$
—

 
$
—

Corporate notes and obligations
26,774

 
—

 
26,774

 
—

Certificates of deposit
14,920

 
—

 
14,920

 
—

Municipal obligations
3,830

 
—

 
3,830

 
—

U.S. government and government agency obligations
60,018

 
11,428

 
48,590

 
—

 
$
121,973

 
$
27,859

 
$
94,114

 
$
—

 
 
 
 
 
 
 
 
   
Fair value at
 
Fair value measurements
using inputs considered as
   
December 31, 2012
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Money market funds
$
36,453

 
$
36,453

 
$
—

 
$
—

Corporate notes and obligations
39,148

 
—

 
39,148

 
—

Municipal obligations
6,230

 
—

 
6,230

 
—

U.S. government agency obligations
15,048

 
4,711

 
10,337

 
—

 
$
96,879

 
$
41,164

 
$
55,715

 
$
—

Financial instruments include cash, cash equivalents and investments including investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations and guaranteed obligations of the U.S. government . The Company classifies its money market funds that are specifically backed by debt securities and U.S. government obligations as Level 1 instruments due to the use of observable market prices for identical securities that are traded in active markets .
When we use observable market prices for identical securities that are traded in less active markets, we classify our marketable financial instruments as Level 2. When observable market prices for identical securities are not available, we price our marketable financial instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and, to a lesser degree, unobservable market inputs. We corroborate non-binding market consensus prices with observable market data as such data exists.
As of December 31, 2013 and December 31, 2012 , the Company did not have any assets or liabilities that were valued using Level 3 inputs. For the years ended December 31, 2013, 2012 and 2011 , there were no transfers of financial instruments between Level 1, Level 2 or Level 3 classifications.

60

For the years ended December 31, 2013, 2012 and 2011 , the Company recognized interest income from financial instruments of $2.1 million , $0.2 million and $0.1 million , respectively. Gross realized gains and gross realized losses from the sale of investments were not significant during the years ended December 31, 2013, 2012 and 2011 .
The carrying amounts, gross unrealized gains and losses and estimated fair value of cash and cash equivalents and both short and long-term investments consisted of the following:
 
 
December 31, 2013
 
Amortized 
cost
 
Unrealized gains
 
Unrealized losses
 
Carrying or
fair value
 
(in thousands)
Cash and cash equivalents:
 
 
 
 
 
 
 
Cash
$
14,092

 
$
—

 
$
—

 
$
14,092

Money market funds
16,431

 
—

 
—

 
16,431

U.S. government agency securities
2,939

 
—

 
—

 
2,939

 
$
33,462

 
$
—

 
$
—

 
$
33,462

Investments:
 

 
—

 
 

 
 

Corporate notes and obligations
$
26,770

 
$
17

 
$
(13
)
 
$
26,774

Certificates of deposit
14,945

 
1

 
(26
)
 
14,920

Municipal obligations
3,827

 
5

 
(2
)
 
3,830

U.S. government notes
11,430

 
3

 
(5
)
 
11,428

U.S. government agency securities
45,672

 
12

 
(26
)
 
45,658

 
$
102,644

 
$
38

 
$
(72
)
 
$
102,610

 
 
 
 
 
 
 
 
 
December 31, 2012
 
Amortized 
cost
 
Unrealized gains
 
Unrealized losses
 
Carrying or
fair value
 
(in thousands)
Cash and cash equivalents:
 
 
 
 
 
 
 
Cash
$
7,206

 
$
—

 
$
—

 
$
7,206

Money market funds
36,453

 
—

 
—

 
36,453

Corporate notes and obligations
455

 
—

 
—

 
455

 
$
44,114

 
$
—

 
$
—

 
$
44,114

Investments:
 

 
 
 
 

 
 

Corporate notes and obligations
$
38,754

 
$
1

 
$
(63
)
 
$
38,692

Municipal obligations
6,241

 
2

 
(11
)
 
6,232

U.S. government notes
4,710

 
1

 
(1
)
 
4,710

U.S. government agency securities
10,331

 
6

 
—

 
10,337

 
$
60,036

 
$
10

 
$
(75
)
 
$
59,971



61

The following table shows the gross unrealized losses and the related fair values of our investments that have been in a continuous unrealized loss position:
 
December 31, 2013
 
Less than 12 Months
 
12 Months or Greater
 
Total
 
Fair Value
 
Unrealized losses
 
Fair Value
 
Unrealized losses
 
Fair Value
 
Unrealized losses
 
(in thousands)
Corporate notes and obligations
$
6,403

 
$
(13
)
 
$
—

 
$
—

 
$
6,403

 
$
(13
)
Certificates of deposit
12,714

 
(26
)
 
—

 
—

 
12,714

 
(26
)
Municipal obligations
552

 
(2
)
 
—

 
—

 
552

 
(2
)
U.S. government notes
4,361

 
(5
)
 
—

 
—

 
4,361

 
(5
)
U.S. government agency securities
20,614

 
(26
)
 
—

 
—

 
20,614

 
(26
)
 
$
44,644

 
$
(72
)
 
$
—

 
$
—

 
$
44,644

 
$
(72
)
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Less than 12 Months
 
12 Months or Greater
 
Total
 
Fair Value
 
Unrealized losses
 
Fair Value
 
Unrealized losses
 
Fair Value
 
Unrealized losses
 
(in thousands)
Corporate notes and obligations
$
35,435

 
$
(63
)
 
$
—

 
$
—

 
$
35,435

 
$
(63
)
Municipal obligations
5,314

 
(11
)
 
—

 
—

 
5,314

 
(11
)
U.S. government notes
3,577

 
(1
)
 
—

 
—

 
3,577

 
(1
)
 
$
44,326

 
$
(75
)
 
$
—

 
$
—

 
$
44,326

 
$
(75
)

The following table summarizes the maturities of the Company’s investments at December 31, 2013 :
 
 
 
 
 
Carrying or
fair value
 
 
 
 
 
(in thousands)
2014
 
 
 
 
$
46,325

2015
 
 
 
 
39,921

2016
 
 
 
 
16,364

Total
 
 
 
 
$
102,610

Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.

NOTE 5 — Acquisitions

Del Mar Datatrac, Inc.

On August 15, 2011 , the Company entered into a Stock Purchase Agreement and acquired all of the outstanding shares of Del Mar Datatrac, Inc. (“ DMD ”), a mortgage lending automation business, for a total purchase consideration of $25.1 million in cash, of which $17.2 million was paid at closing and the remaining $8.0 million (“the holdback”), net of $0.1 million measurement period closing settlement adjustments, was to be paid without interest as follows: $3.0 million on August 15, 2012 , $3.0 million on August 15, 2013 and  $2.0 million on August 15, 2014 . The 2012 and 2013 payments were made as scheduled and reduced the acquisition holdback liability on the Company’s consolidated balance sheet.
Subject to certain exceptions and limitations, the Company and DMD agreed to indemnify each other for breaches of representations, warranties and covenants and other specified matters. The indemnity period expired on February 15, 2013.

62

The acquisition was accounted for as a business combination. The operating results of DMD including revenue of $2.5 million and net loss of $1.3 million for the year ended December 31, 2011 were included in the Company’s consolidated financial statements commencing as of the acquisition date of August 15, 2011. In connection with the acquisition, the Company incurred related transaction expenses of approximately $0.4 million which have been recorded in general and administrative expenses in the Company’s consolidated statement of comprehensive income for the year ended December 31, 2011 .
The allocation of the purchase consideration of $25.1 million , net of $0.4 million of imputed interest related to the holdback, to the identifiable tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date is summarized in the following table (in thousands):
 
(in thousands)
Current assets (consisting primarily of accounts receivable)
$
521

Property and equipment
329

Other long-term assets
31

Amortizable intangible assets:
 
Customer relationships and contracts
4,220

Maintenance relationships
2,490

Developed technology
960

Trade name
230

Deferred revenue, current
(964
)
Other current liabilities
(539
)
Long-term liabilities
(22
)
Deferred tax liabilities, net
(1,654
)
Goodwill
19,086

Total purchase consideration
$
24,688

Customer relationships and contracts relate to the Company’s ability to sell existing and future versions of the Company’s products and services to existing DMD customers. The fair value of the customer relationships was determined by discounting the estimated net future cash flows from the customer contracts. The Company is amortizing customer relationships and contracts on a straight-line basis over an estimated life of 6 years .
Maintenance relationships relate to DMD ‘s existing maintenance contracts and the Company’s ability to sell existing and future versions of the Company’s products and services to existing DMD customers. The fair value of the maintenance relationships was determined by discounting the estimated net future cash flows from those maintenance customer contracts. The Company is amortizing the assets on a straight-line basis over an estimated life of 9 years .
Developed technology consists of products which have reached technological feasibility and relate to mortgage lending solutions. The value of the developed technology was determined by discounting the estimated net future cash flows of these products. The Company is amortizing the existing and core technology on a straight-line basis over estimated lives of 3 years .
Trade name represents various DMD brands, registered product names and marks. The fair value of trade name was determined by estimating a benefit from owning the asset rather than paying a royalty to a third party for the use of the asset. The Company is amortizing the asset on a straight-line basis over an estimated life of 3 years .
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets and is not deductible for tax purposes. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets was the acquisition of an assembled workforce of experienced mortgage origination software development engineers, synergies in products, technologies, skill sets, operations, customer base and organizational cultures that can be leveraged to enable the Company to build an enterprise value greater than the sum of its parts.
Mortgage Pricing System, LLC
On January 3, 2011, the Company purchased substantially all of the assets of Mortgage Pricing System, LLC (“ MPS ”), a developer of sophisticated pricing solutions for mortgage lenders. The acquisition was accounted for as a business combination and, accordingly, the purchase consideration was allocated to the assets acquired and liabilities assumed based on their respective

63

fair values. MPS ‘s results of operations are included in the Company’s consolidated statements of comprehensive income from the date of acquisition.
The aggregate purchase consideration was cash of $1.0 million . The amount allocated to intangible assets was determined based on management’s estimate of fair value using a probability weighted discounted cash flow model.
The purchase price of $1.0 million exceeded the fair value of the net assets acquired of $0.6 million , resulting in goodwill of $0.4 million , none of which is deductible for income tax purposes. Goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from integrating the service offering and operations of MPS with those of the Company.
The allocation of the fair value of assets acquired and liabilities assumed was as follows:
 
 
(in thousands)
Current assets
$
6

Property and equipment
10

Developed technology
210

Customer relationships and contracts
339

Accounts payable and accrued liabilities
(9
)
Goodwill
444

Total purchase consideration
$
1,000

Developed technology, customer relationships and contracts are being amortized over a period of five years , five years and one year , respectively.
MortgageCEO

In January 2014 , the Company acquired substantially all the assets of ARG Interactive, LLC (dba MortgageCEO ), a SaaS company specializing in customer relationship management and marketing solutions for the residential mortgage industry . The purchase price was $5.0 million . The Company retained $0.5 million from the purchase price to cover closing capital settlement adjustments and any indemnity claims, which will be paid 18 months after the date of acquisition.
NOTE 6 — Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
 
December 31,
 
2013
 
2012
 
(in thousands)
Prepaid expenses
$
3,450

 
$
2,484

Income tax receivable
2,550

 
150

Deferred tax assets, net
25

 
645

Other receivables
448

 
322

 
$
6,473

 
$
3,601


64

Property and Equipment
Property and equipment, net, consisted of the following:
 
December 31,
 
2013
 
2012
 
(in thousands)
Computer equipment
$
10,879

 
$
8,771

Software
10,018

 
4,253

Office equipment
1,838

 
1,619

Telecom equipment
348

 
319

Leasehold improvements
2,208

 
2,067

 
25,291

 
17,029

Accumulated depreciation and amortization
(12,540
)
 
(7,535
)
 
$
12,751

 
$
9,494

 
The cost of property and equipment at December 31, 2013 included a total of $1.0 million of computer equipment and $0.5 million of software under capital leases. Accumulated amortization relating to computer equipment and software under capital leases totaled $0.6 million at December 31, 2013 . There were no assets under capital leases as of December 31, 2012.
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $4.8 million , $3.1 million and $2.0 million , respectively. Amortization of assets under capital leases, which is included in depreciation expense, was $0.6 million for the year ended December 31, 2013 , and was not significant for the years ended December 31, 2012 and 2011.
Note Receivable
On September 30, 2009 , the Company advanced $1.0 million to a private company in the form of a secured promissory note receivable, scheduled to mature on September 30, 2012 . On September 18, 2012 , the note was extended through September 30, 2013 pursuant to the terms of the note. The note receivable was secured by all tangible and intangible assets and property of the private company and bore interest at 10%  per annum with interest only payments through the extension date, at which time the principal balance and any remaining accrued interest was due and payable. The Company recorded interest income of $78,000 , $100,000 , and $100,000 for the years ended December 31, 2013 , 2012 , and 2011 , respectively. The private company repaid the note in full in October 2013.
Other Intangible Assets
Other intangible assets, net, consisted of the following:
 
December 31, 2013
 
Gross carrying
amount
 
Accumulated
amortization
 
Net intangibles
 
Weighted Average Remaining Useful Life
 
(in thousands)
 
(in years)
Developed technology
$
1,874

 
$
(1,500
)
 
$
374

 
1.2
Trade names
260

 
(192
)
 
68

 
1.0
Customer relationships and contracts
7,300

 
(2,653
)
 
4,647

 
5.1
 
$
9,434

 
$
(4,345
)
 
$
5,089

 
4.8
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Gross carrying
amount
 
Accumulated
amortization
 
Net intangibles
 
Weighted Average Remaining Useful Life
 
(in thousands)
 
(in years)
Developed technology
$
1,874

 
$
(1,170
)
 
$
704

 
2.2
Trade names
260

 
(124
)
 
136

 
2.0
Customer relationships and contracts
7,300

 
(1,609
)
 
5,691

 
6.0
 
$
9,434

 
$
(2,903
)
 
$
6,531

 
5.5

65

Amortization expense associated with other intangible assets was $1.4 million , $1.6 million and $0.9 million for the years ended December 31, 2013, 2012 and 2011 , respectively.
Minimum future amortization expense for other intangible assets at December 31, 2013 was as follows:
 
(in thousands)
2014
$
1,405

2015
1,032

2016
928

2017
928

2018
266

Thereafter
530

 
$
5,089

Goodwill
There was no change to goodwill in the years ended December 31, 2012 and 2013 .
Accrued and Other Current Liabilities
Accrued and other liabilities consisted of the following:
 
December 31,
 
2013
 
2012
 
(in thousands)
Accrued payroll and related expenses
$
6,154

 
$
2,743

Accrued commissions
552

 
394

Accrued professional fees
503

 
647

Accrued royalties
725

 
620

Sales and other taxes
254

 
238

Income taxes
898

 
—

Other accrued expenses
1,138

 
1,402

 
$
10,224

 
$
6,044

Deferred Revenue
Deferred revenues consisted of the following:
 
December 31,
 
2013
 
2012
 
(in thousands)
Software maintenance
$
2,148

 
$
2,832

Professional services and training
1,725

 
1,512

Other
944

 
600

Total
4,817

 
4,944

Less portion included in other long-term liabilities
(65
)
 
(48
)
 
$
4,752

 
$
4,896


66

NOTE 7 — Income Taxes
The components of the provision (benefit) for income taxes were as follows:
 
Year ended December 31,
 
2013
 
2012
 
2011
 
(in thousands)
Current
 
 
 
 
 
Federal
$
8,881

 
$
1,986

 
$
(265
)
State
844

 
256

 
66

 
9,725

 
2,242

 
(199
)
Deferred
 
 
 
 
 
Federal
(2,889
)
 
249

 
(1,572
)
State
(98
)
 
(808
)
 
(64
)
 
(2,987
)
 
(559
)
 
(1,636
)
Income tax provision (benefit)
$
6,738

 
$
1,683

 
$
(1,835
)
The provision (benefit) for income taxes differed from the amount of income taxes determined by applying the U.S. statutory federal income tax rate as follows:
 
Year ended December 31,
 
2013
 
2012
 
2011
Tax at federal statutory rate
35
 %
 
34
 %
 
34
 %
Other non-deductible items
4

 
3

 
6

State taxes, net of federal benefit
3

 
1

 
2

Valuation allowance
—

 
(31
)
 
(123
)
Change in tax rate
—

 
—

 
11

Stock-based compensation
1

 
1

 
6

Tax credits
(8
)
 
—

 
(39
)
Income tax provision (benefit)
35
 %
 
8
 %
 
(103
)%
Excess tax benefits associated with stock option exercises and other equity awards were credited to stockholders’ equity. The income tax benefits resulting from stock awards that were credited to stockholders’ equity were $6.7 million and 2.0 million for the years ended December 31, 2013 and 2012 . There was no income tax benefits resulting from stock awards in 2011 .

67

The components of net deferred tax assets (liabilities) were as follows:
 
December 31,
 
2013
 
2012
 
(in thousands)
Deferred tax assets
 
 
 
Research and development credits
$
2,452

 
$
2,722

Stock-based compensation
6,235

 
2,327

Reserves and accruals
1,093

 
1,008

Net operating loss carryforwards
625

 
785

Total deferred tax assets
10,405

 
6,842

Valuation allowance
(2,283
)
 
(1,760
)
Total deferred tax assets, net of valuation allowance
8,122

 
5,082

 
 
 
 
Deferred tax liabilities
 
 
 
Depreciation and amortization
(4,508
)
 
(4,502
)
Book/tax basis in acquired assets
(112
)
 
(65
)
Total deferred tax liabilities
(4,620
)
 
(4,567
)
Net deferred tax assets
$
3,502

 
$
515

At December 31, 2013 , the Company had recorded $25,000 of net current deferred tax assets in “Prepaid expenses and other current assets” and $3.5 million of net long-term deferred tax assets in “Deposits and other assets” on the consolidated balance sheet. At December 31, 2012 , the Company had recorded $0.6 million in net current deferred tax assets and $0.1 million in net long-term deferred tax liabilities .
The Company continues to maintain a valuation allowance against the deferred tax assets related to certain state research and development tax credits, the realization of which is uncertain as the Company expects to generate additional such credits at a faster rate than it is able to utilize them . The valuation allowance decreased by $2.0 million in 2011 , decreased by $6.5 million in 2012 and increased by $0.5 million in 2013 .
The Company utilized all of its federal net operating loss (“ NOL ”) during the year ended December 31, 2013. As of December 31, 2013 , the Company had state NOL carryforwards of $11.2 million , available to reduce future taxable income. These state NOL carryforwards will begin to expire commencing in 2015 . As of December 31, 2013 , the Company also had federal and state research and development tax credit carryforwards of $3.1 million and $4.4 million , respectively. If it were to be utilized, the related federal tax benefit of $3.1 million would be credited to additional paid-in capital. The federal tax credit carryforwards begin to expire commencing in 2028 . The state tax credit carryforwards may be carried forward indefinitely.
Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. The Company’s capitalization as described herein may have created such a change. Generally, after a control change, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has prepared a Section 382 Limitation analysis and does not believe that any of its NOL carryforwards are subject to expiration prior to utilization. Limitations have been imposed on the Company’s acquired subsidiaries.
At December 31, 2013 , the Company had $1.8 million of cumulative unrecognized tax benefits. If the benefits were to be recognized, $0.9 million would affect the effective tax rate and $0.9 million would reverse the valuation allowance against the deferred tax assets. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may increase or change during the year for items that arise in the ordinary course of business.

68

A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows:
 
Year ended December 31,
  
2013
 
2012
 
2011
 
(in thousands)
Beginning balance
$
1,262

 
$
1,855

 
$
1,328

Additions based on tax positions related to the current year
402

 
130

 
301

(Deductions) additions based on tax positions related to prior years including acquisitions
142

 
(723
)
 
226

Ending balance
$
1,806

 
$
1,262

 
$
1,855

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company’s tax years for 2001 and forward are subject to examination by the U.S. tax authorities and for 2010 and forward are subject to examination by the California tax authorities due to the carryforward of unutilized net operating losses and research and development credits.
The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years, and that it does not have any tax positions that it is reasonably possible would materially increase or decrease the gross unrecognized tax benefits within the next twelve months.
The Company has a policy to classify accrued interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals are included in the provision for income taxes. The Company did not incur any interest expense or penalties associated with unrecognized tax benefits during the years ended December 31, 2013, 2012 and 2011 .
Enactment of the American Tax Relief Act
On January 2, 2013, the President signed into law The American Taxpayer Relief Act of 2012.  Under prior law, a taxpayer was entitled to a research tax credit for qualifying amounts paid or incurred on or before December 31, 2011. The 2012 Taxpayer Relief Act extended the research credit for two years to December 31, 2013.  The extension of the research credit was retroactive and included amounts paid or incurred after December 31, 2011.  As a result of the retroactive extension, the Company recognized a benefit of approximately $0.6 million  during the year ended December 31, 2013 for qualifying amounts incurred during calendar year 2012.
IRS release of final tangible property regulations under IRC Sections 162(a) and 263(a)
In September 2013, the IRS released final tangible property regulations (“ repair regulations ”) under Sections 162(a) and 263(a) of the Internal Revenue Code, regarding the deduction and capitalization of amounts paid to acquire, produce, or improve tangible property. The final repair regulations replace temporary repair regulations that were issued in December 2011 and are effective for tax years beginning January 1, 2014, with early adoption permitted for tax years beginning January 1, 2012. The Company is currently evaluating the impact of the final repair regulations on its consolidated financial statements but does not expect this to have a material impact to the financial statements.
NOTE 8 — Commitments and Contingencies
Leases
As of December 31, 2013 , the Company leased six facilities under operating lease arrangements. The lease expiration dates range from May 2014 to December 2018 . Certain leases contain escalation clauses calling for increased rents. The Company recognizes rent expense on a straight-line basis over the lease period and has recorded deferred rent for the difference between rent payments and rent expense recognized. An additional facility is leased on a month-to-month basis. Rent expense was $1.6 million , $1.2 million , and $1.0 million for the years ended December 31, 2013, 2012 and 2011 , respectively.

69

Future minimum lease payments under non-cancelable operating and capital leases at December 31, 2013 consisted of the following:

Capital leases
 
Operating leases
 
(in thousands)
2014
$
879

 
$
1,834

2015
178

 
671

2016
—

 
171

2017
—

 
174

2018
—

 
176

Total minimum lease payments
1,057

 
$
3,026

Less amount representing interest
(21
)
 
 
Present value of minimum lease payments
1,036

 
 
Less current portion
(861
)
 
 
Long-term portion of lease obligations
$
175

 
 
Purchase Commitments
Commitments for the purchase of services and licenses of third-party software totaled $3.2 million at December 31, 2013 and are to be paid as follows: $1.3 million in 2014 , $1.8 million in 2015 and $0.1 million in 2016 .
DMD Acquisition Holdback
As of December 31, 2013 , future acquisition holdback payments of $2.0 million are scheduled to be made during 2014.
Legal Proceedings
On March 25, 2011, Industry Access Incorporated (“Industry Access”) filed a patent infringement lawsuit against us and another defendant in the U.S. District Court for the Central District of California. The complaint alleges, among other things, that certain aspects of our Encompass loan management software system and related operations infringe a single patent, and seeks declaratory relief and unspecified damages from the defendants, including enhanced damages for willful infringement and reasonable attorneys’ fees. On June 24, 2011, the Court issued an order requiring plaintiff to serve the complaint on all defendants within three days of the order. On June 28, 2011, plaintiff served us with the complaint and we filed its answer on August 5, 2011 denying all material allegations of the complaint. On November 18, 2011 the other defendant filed with the United States Patent and Trademark Office (the “PTO”) a request for ex parte reexamination of Industry Access’ US Patent No 7,769,681, which the PTO granted on February 14, 2012. On December 15, 2011, we filed a motion to stay the litigation pending the reexamination, which the Court granted on February 28, 2012. On October 9, 2012, the PTO issued the reexamination certificate. The Court granted a motion to dismiss the other defendant from this action on April 7, 2013 and lifted the stay on April 11, 2013. The parties are in the claims construction phase of the litigation with a claim construction hearing that was scheduled for December 2, 2013. Discovery is ongoing and the trial has been rescheduled for December 2014 as further discussed below.
On March 19, 2013, Industry Access filed a second patent infringement lawsuit against us in the U.S. District Court for the Central District of California. The complaint alleges, among other things, that our Encompass loan management software system, including the Encompass software, the Ellie Mae Network , Encompass Originator, Encompass Compliance Service, Encompass CenterWise, Encompass Electronic Document Management, Encompass Docs Solution and Encompass Product and Pricing Service, infringes U.S. Patent Nos. 8,117,120 and 8,145,563, which are continuations of U.S. Patent No. 7,769,681, asserted in the lawsuit described above. Plaintiff is seeking unspecified damages. On June 12, 2013, we filed a motion to dismiss or, in the alternative, to transfer this case to the Northern District of California, which the Court denied on September 18, 2013. Trial is set for December 2014.
On September 12, 2013, we filed a motion to relate and consolidate the two Industry Access lawsuits so that all of Industry Access’ related patent infringement claims would be heard before the same judge on the same schedule.  Industry Access responded to this motion on October 11, 2013.  The Court granted our motion to consolidate on October 31, 2013.   The Court has scheduled the claim construction hearing for June 2, 2014.  Trial is set for December 2014.
We believe that we have substantial and meritorious defenses in the newly consolidated case and, if similar claims are pursued, we intend to defend these and similar claims vigorously.
We are also subject to various other legal proceedings and claims arising in the ordinary course of business. With respect to these matters and the litigations described above, we cannot predict the ultimate outcome of these legal proceedings and the amounts

70

and ranges of potential damages associated with such proceedings cannot be estimated or assessed. An unfavorable outcome of these or the litigation could materially adversely affect our business, financial condition and results of operations.
NOTE 9 — Stockholders' Equity
On July 3, 2012 , the Company sold 3,465,245 shares of its common stock and certain directors and executive officers of the Company (the “ Selling Stockholders ”) sold an aggregate of 101,638 shares in an underwritten public offering pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-181980) at a public offering price of $17.00 per share. The Company received the net proceeds from the sale of the shares offered by the Company of approximately $55.5 million , after deducting underwriting discounts and commissions and offering expenses. The Company received no proceeds from the sale of shares offered by the Selling Stockholders .
On April 20, 2011, the Company sold 5,000,000 newly issued shares of common stock, par value $0.0001 per share, at a price of $6.00 per share in its initial public offering, or IPO. The Company received net proceeds from the IPO of approximately $21.3 million after deducting underwriting discounts and commissions of $2.1 million and offering expenses of $6.6 million . In connection with the IPO, on April 14, 2011, the Company effected a 1-for-3 reverse stock split of all of its outstanding capital stock. Immediately prior to the consummation of the IPO on April 20, 2011, the Company effected the conversion of all of its 11,770,472 shares of outstanding redeemable convertible preferred stock into shares of common stock on a 1-for-1 basis. The post-IPO amended and restated certificate of incorporation of the Company authorizes 140,000,000 shares of common stock, $0.0001 par value per share and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share.
Common Stock
The following number of shares of common stock were reserved and available for future issuance at December 31, 2013 :
  
 
 
Reserved
Shares
Options and awards outstanding under stock incentive plans
 
 
4,107,350

Shares available for future grant under the stock incentive plan
 
 
2,134,237

Shares available under the Employee Stock Purchase Plan
 
 
852,392

Total
 
 
7,093,979

NOTE 10 — Stock Incentive Plans
The Company recognizes stock-based compensation related to awards granted under the 2009 Plan , the 2011 Plan and ESPP .
2009 Stock Option and Incentive Plan and 2011 Equity Incentive Award Plan
Stock Options
In March 2009, the Company adopted the 2009 Plan . On March 7, 2011, the Company adopted the 2011 Plan . The Company’s stockholders approved the 2011 Plan on March 24, 2011.
Under the 2011 Plan , 2,666,666 shares of the Company’s common stock were initially reserved. Additionally, any shares of common stock that were available for issuance under prior plans, including the 2009 Plan , were transferred to the 2011 Plan . As of December 31, 2013 , 984,924 shares of the Company’s common stock previously available for issuance under the 2009 Plan were available for issuance under the 2011 Plan . The number of common shares reserved for issuance under the 2011 Plan increase automatically in January of each year by the least of (a)  1,666,666 shares, (b) five percent ( 5% ) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (c) such smaller number of shares of common stock as determined by the Company’s board of directors; provided, however that no more than 23,333,333 shares of common stock may be issued upon the exercise of incentive stock options.
In December 2001, the Company replaced employee options for 758,049 shares with an exercise price of $13.83 per share with options having an exercise price of $3.75 per share. The Company recognized stock-based compensation benefit of $0.4 million for the year ended December 31, 2011. There was no stock-based compensation expense (benefit) recognized for the years ended December 31, 2013 and 2012 .
In April 2009, the Company replaced employee options for 1,993,923 shares with exercise prices of $5.40 and $5.94 with options having an exercise price of $1.38 and which included new vesting periods in accordance with the terms of the repricing plan (“ April 2009 repricing ”). The replacement options resulted in incremental stock-based compensation expense of $0.7 million , which was recognized ratably as the awards vested between March 2009 and October 2012 .

71

In August 2007, the Company granted an option to purchase 450,000 shares of the Company’s common stock at an exercise price of $5.94 per share to an executive officer of the Company. The option was canceled and repriced at $1.38 as part of the April 2009 repricing . Such option contains a performance requirement with vesting triggered by a liquidity event of the Company and the number of vested shares is determined based upon a return multiple as defined in the agreement. Upon the IPO in April 2011, as a liquidity event defined in the agreement occurred, the Company began recognizing compensation expense. The options were fully vested as of December 31, 2012. The related compensation expense recognized for the years ended December 31, 2012 and 2011 was $0.2 million and $0.3 million , respectively.
In December 2010, the Company accepted promissory notes receivable from non-officer employees in consideration for the exercise of 36,400 fully vested nonqualified stock options. The promissory notes are secured by the underlying shares of common stock and bear interest at 0.32%  per annum. The notes receivable are considered to be non-recourse notes under relevant accounting guidance. Since the notes are non-recourse for accounting purposes, the resulting exercises of the stock options have been determined to not be substantive and therefore not reflected in the Company’s balance sheet as of December 31, 2012 or 2013 .
In February 2011, the Company accepted promissory notes receivable from non-officer employees in consideration for the exercise of 29,163 fully vested incentive stock options that were subject to variable accounting.
In November 2011, the Company’s board of directors approved extending the maturity date of each of the above outstanding secured promissory notes held by the Company. As a result of the extension approved by the Company’s board of directors, the promissory notes were due on the earlier of: (i) (x) November 11, 2013 for the promissory notes related to the 36,400 nonqualified options and (y) May 11, 2012 for the promissory notes related to the 29,163 incentive stock options; (ii) immediately prior to the dissolution or liquidation of the Company or upon a transaction resulting in a change of control, including by merger or by sale of all or substantially all of the Company’s assets; (iii) the employee’s termination as an employee or consultant of the Company; or (iv) the occurrence of an event of default as defined in the promissory note. As such, the Company collected all of the promissory notes prior to December 31, 2013. The modification resulting from this extension did not have a material impact on the financial statements.
The following table summarizes the Company’s stock option activity under the 2009 Plan and 2011 Plan :
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
 
 
 
 
 
(in years)
 
(in thousands)
Outstanding at December 31, 2010
3,612,500

 
$
3.51

 
 
 
 
Granted
1,238,218

 
$
5.43

 
 
 
 
Exercised
(436,904
)
 
$
3.11

 
 
 
 
Forfeited or expired
(167,529
)
 
$
7.01

 
 
 
 
Outstanding at December 31, 2011
4,246,285

 
$
3.97

 
 
 
 
Granted
865,250

 
$
14.84

 
 
 
 
Exercised
(1,444,485
)
 
$
2.34

 
 
 
 
Forfeited or expired
(205,795
)
 
$
7.05

 
 
 
 
Outstanding at December 31, 2012
3,461,255

 
$
7.19

 
 
 
 
Granted
841,371

 
$
23.39

 
 
 
 
Exercised
(854,566
)
 
$
5.39

 
 
 
 
Forfeited or expired
(163,388
)
 
$
20.10

 
 
 
 
Outstanding at December 31, 2013
3,284,672

 
$
11.17

 
7.20
 
$
51,501

Ending vested and expected to vest at December 31, 2013
3,205,275

 
$
11.00

 
7.16
 
$
50,773

Exercisable at December 31, 2013
1,722,874

 
$
6.81

 
5.99
 
$
34,480

Intrinsic value of an option is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price to be paid. The aggregate intrinsic value for options outstanding at December 31, 2013 in the table above represents the total intrinsic value, based on the Company’s closing stock price of $26.87 as of December 31, 2013 . Options outstanding that are expected to vest are net of estimated future option forfeitures. For the majority of stock options outstanding, the options vest over a four -year period and have a maximum contractual term of ten years.

72

Following is additional information pertaining to the Company’s stock option activity:
 
Year ended December 31,
   
2013
 
2012
 
2011
 
(in thousands except for per option data)
Weighted average grant-date fair value per option granted
$
11.54

 
$
7.52

 
$
2.77

Grant-date fair value of options vested
$
3,775

 
$
2,805

 
$
1,518

Intrinsic value of options exercised
$
18,024

 
$
22,343

 
$
1,252

Proceeds received from options exercised
$
4,605

 
$
8,713

 
$
1,127

As of December 31, 2013 , total unrecognized compensation cost related to unvested stock options, adjusted for estimated forfeitures, was $11.4 million and is expected to be recognized over a weighted average period of 2.44 years.
Restricted Stock Units and Performance Awards
The fair value of the Company’s RSUs and Performance Awards is measured based upon the closing price of its underlying common stock as of the grant date and is recognized over the vesting term. Upon vesting, RSUs convert into an equivalent number of shares of common stock.
In August 2012 , the Company granted 147,000 Performance Awards (“ 2012 Performance Award s”) to designated participants under the 2011 Plan . The 2012 Performance Award s represented the right to receive between zero and 4 shares of the Company’s common stock upon achievement of certain performance goals during the performance period of July 1, 2012 through June 30, 2013. After the Company filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, the Compensation Committee determined the level of achievement of the performance goals (the “ Determination Date ”), at which time the designated participants earned 588,000 shares of common stock. Of the issued shares, 25% were vested upon issuance and the remaining shares will vest 25% on each of the first three anniversaries of the Determination Date , subject to the continuous employment of the participant through such dates.
In February 2013 , the Company granted 113,000 Performance Awards (“ 2013 Performance Award s”) to designated participants under the 2011 Plan . The 2013 Performance Award s represent the right to receive shares of the Company’s common stock upon achievement of certain performance goals during the performance period of January 1, 2013 through December 31, 2013. After the Company files with the SEC its Annual Report on Form 10-K for the year ended December 31, 2013, the Compensation Committee will determine the level of achievement of the performance goals (the “ 2013 Award Determination Date ”), at which time the designated participants may earn between zero and 2.5 shares of common stock for each 2013 Performance Award . Shares of common stock earned, if any, will be issued after the 2013 Award Determination Date with 25% of the shares to vest upon issuance and the remaining shares to vest 25% on each of the first three anniversaries of the 2013 Award Determination Date , subject to the continuous employment of the participant through such dates. As of December 31, 2013 , we expect that each award will convert to 1.1 shares of common stock on the 2013 Award Determination Date . As of December 31, 2013 , the Compensation Committee has not determined the level of achievement of the performance goals. No forfeitures are expected.
The following table summarizes the Company’s RSU and Performance Award activity:
 
RSUs
 
Performance Awards
 
Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
Per Share
 
Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
Per Share
Outstanding at December 31, 2011
—

 
—

 
—

 
—

Granted
50,000

 
8.90

 
588,000

 
25.79

Released
(9,375
)
 
8.90

 
—

 
—

Forfeited or expired
—

 
—

 
—

 
—

Outstanding at December 31, 2012
40,625

 
8.90

 
588,000

 
25.79

Granted
301,767

 
24.78

 
124,300

 
19.60

Released
(20,000
)
 
14.71

 
(147,000
)
 
25.79

Forfeited or expired
(65,014
)
 
24.62

 
—

 
—

Outstanding at December 31, 2013
257,378

 
$
23.10

 
565,300

 
$
24.43

Ending vested and expected to vest at December 31, 2013
236,637

 
 
 
565,300

 
 

73

RSU s and Performance Awards that are expected to vest are net of estimated future forfeitures. RSU s released during the year ended December 31, 2013 and 2012 had an aggregate intrinsic value of $0.5 million and $0.2 million , respectively, and an aggregate grant-date fair value of $0.3 million and $83,000 , respectively. Performance Awards released during the year ended December 31, 2013 had an aggregate intrinsic value of $4.5 million and an aggregate grant-date fair value of $3.8 million . The number of RSU s released includes shares that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
As of December 31, 2013 , total unrecognized compensation expense related to unvested RSUs and Performance Awards was $12.8 million and is expected to be recognized over a weighted average period of 2.4 years.
In February 2014 , the Company granted 62,500 Performance Awards (“ 2014 Performance Award s”) to designated participants under the 2011 Plan . The 2014 Performance Award s represent the right to receive shares of the Company’s common stock upon achievement of certain performance goals during the performance period of January 1, 2014 through December 31, 2014. After the Company files with the SEC its Annual Report on Form 10-K for the year ending December 31, 2014, the Compensation Committee will determine the level of achievement of the performance goals (the “ 2014 Award Determination Date ”), at which time the designated participants may earn between zero and 2.5 shares of common stock for each 2014 Performance Award . Shares of common stock earned, if any, will be issued after the 2014 Award Determination Date with 25% of the shares to vest upon issuance and the remaining shares to vest 25% on each of the first three anniversaries of the 2014 Award Determination Date , subject to the continuous employment of the participant through such dates.
Stock Options Issued to Non-employees
During the year ended December 31, 2013 and 2012, the Company granted options to purchase approximately 6,000 and 28,000 shares of common stock to individual consultants at an exercise price of $28.00 and $15.57 per share, respectively. The options were granted in exchange for consulting services. The grants vest over a period of two years . These options were granted under the 2011 Plan and are included in the option table above. The options issued to consultants are remeasured to fair value at the end of each accounting period. The Company recorded expense related to the issuance of options to consultants of $0.2 million in each of the years ended December 31, 2013 and 2012 .
Employee Stock Purchase Plan
On March 7, 2011, the Company adopted an ESPP , which became effective on the date of adoption. The Company’s stockholders approved the ESPP on March 24, 2011. Employee participation in the ESPP began in the second quarter of 2011. Qualified employees are permitted to purchase the Company’s common stock at 85% of the fair market value of the common stock as of the commencement date of the offering period or as of the specified purchase date, whichever is lower. The ESPP is deemed compensatory and stock-based compensation is recognized in accordance with ASC 718 , Stock Compensation.
The ESPP is designed to allow eligible employees and the eligible employees of the Company’s participating subsidiaries to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions.
The maximum aggregate number of shares which may be issued over the term of the ESPP is the sum of (a)  666,666 shares of common stock and (b) an annual increase on the first day of each year beginning in 2012 and ending in 2021, equal to the least of (i)  1,666,666 shares of common stock, (ii) one percent ( 1% ) of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (iii) such smaller number of shares of common stock as determined by the board of directors, which may be either authorized but unissued common stock or reacquired common stock, including shares of common stock purchased on the open market. In addition, no participant shall be permitted to participate in the ESPP if: (i) immediately after his or her election to participate, the participant would control 5% or more of the total combined voting power or value of all classes of the stock of the Company or any of its affiliates, or (ii) under the terms of the ESPP , the rights of the participant to purchase the Company’s common stock under the ESPP and all of its other qualified employee stock purchase plans or those of the Company’s affiliates would accrue at a rate exceeding $25,000 of fair market value of the common stock for each calendar year for which such right is outstanding at any time.
The weighted-average grant-date fair value of awards issued pursuant to the ESPP during the years ended December 31, 2013 and 2012 were $5.24 and $1.98 per share, respectively.
For the years ended December 31, 2013 and 2012 , employees purchased 109,270 and 126,242 shares under the ESPP for a total of $1.9 million and $0.7 million , respectively. As of December 31, 2013 , unrecognized compensation cost related to the current ESPP period which ends on February 28, 2014 is approximately $0.1 million and is expected to be recognized over the next 2 months .

74

Stock-Based Compensation Expense
Total stock-based compensation expense recognized by the Company consisted of:
   
Year ended December 31,
   
2013
 
2012
 
2011
 
(in thousands)
Stock-based compensation by category of expense:
 
 
 
 
 
Cost of revenues
$
745

 
$
271

 
$
103

Sales and marketing
1,041

 
467

 
201

Research and development
3,469

 
1,552

 
406

General and administrative
9,004

 
4,559

 
970

 
$
14,259

 
$
6,849

 
$
1,680

The Company capitalized $0.1 million of stock compensation costs as software and website application development costs for the year ended December 31, 2013 . The Company did not capitalize any stock-based compensation for the years ended December 31, 2012 and 2011 as such amounts were not material.
Valuation Information
The fair value of stock options and stock purchase rights granted under the 2009 Plan , the 2011 Plan and the ESPP were estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions:
   
Year ended December 31,
 
   
2013
 
 
2012
 
 
2011
 
Stock option plans:
 
 
 
 
 
 
 
 
Risk-free interest rate
0.95-1.87
%
 
0.74-1.10
%
 
1.17-2.20

%
Expected life of options (in years)
5.27-6.08
 
 
5.27-6.08
 
 
5.27-6.08

 
Expected dividend yield
—
%
 
—
%
 
—

%
Volatility
50-52
%
 
52-59
%
 
53-55

%
Employee Stock Purchase Plan: (1)
 
 
 
 
 
 
 
 
Risk-free interest rate
0.05-0.13
%
 
0.13-0.14
%
 
0.05

%
Expected life of options (in years)
0.5
 
 
0.5
 
 
0.5

 
Expected dividend yield
—
%
 
—
%
 
—

%
Volatility
36-37
%
 
37-47
%
 
52
%
 
 
 
 
 
 
 
 
 
 
(1) Employee Stock Purchase Plan established in 2011.
 
 
 
 
 
 
 
 
Stock compensation expense during the year ended December 31, 2013 and 2012 was recorded net of an estimated forfeiture rate of 4.4% . and 4.1% , respectively.
Due to the Company’s limited trading history as a publicly held company, the simplified method was used to estimate the expected term of options granted by taking the average of the vesting term and the contractual term of the option. To estimate volatility, management identified a group of publicly traded peer companies that operate in a similar industry and an estimate was determined based on the average historical volatilities of these peer companies. The risk-free interest rate used was the Federal Reserve Bank’s constant maturities interest rate commensurate with the expected life of the options. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame.
NOTE 11 — Employee Benefit Plan
The Company offers a qualified 401(k) defined contribution plan to substantially all of the Company’s employees. Eligible employees may contribute up to 15% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. In the years ended December 31, 2013, 2012 and 2011 , the Company matched 50% of each dollar of employee contribution, up to a maximum match of three percent of the employee’s compensation. The Company’s contributions to the

75

401(k) plan for the years ended December 31, 2013, 2012 and 2011 were $0.9 million , $0.7 million and $0.5 million , respectively, which were recognized as expense in the consolidated statements of comprehensive income.
NOTE 12 — Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Prior to the IPO, certain investors in the Company were also trade customers. Revenues earned from these related parties were $1.8 million for the year ended December 31, 2011 and were primarily included in on-demand revenues.
Director Carl Buccellato served as the chief executive officer of SavingStreet, LLC (formerly New Casa 188, LLC) (“ SavingStreet ”), from May 2008 until February 2012, and owns 32% of the membership interests of SavingStreet. During 2008, the Company entered into a strategic relationship agreement with SavingStreet (which was subsequently amended and restated on June 15, 2010) pursuant to which the Company provided to SavingStreet certain information from borrowers who consented to the distribution of such information, SavingStreet used this borrower information to market certain move-related and home ownership-related products and services and the Company was entitled to receive 20% of SavingStreet ’s net income until investors had recouped their initial investment, and then 50% of its net income thereafter. In connection with this transaction, the Company issued to SavingStreet a five -year warrant to purchase up to 133,333 shares of its common stock at $5.94 per share. In March 2012 , the Company terminated its existing agreements and arrangements with SavingStreet and the warrant expired unvested on December 31, 2012. There were $196,000 of expenses incurred for services from SavingStreet for the year ended December 31, 2011.
NOTE 13 — Segment Information
The Company has concluded that it operates in one industry—mortgage-related software and services. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure, specifically technology-enabled solutions to help streamline and automate the mortgage origination process for its network participants.
The Company is organized primarily on the basis of service lines. Supplemental disclosure of revenues by type is as follows:
 
Year ended December 31,
   
2013
 
2012
 
2011
 
(in thousands)
On-demand revenues
$
115,938

 
$
88,752

 
$
46,865

On-premise revenues
12,543

 
13,093

 
8,629


$
128,481


$
101,845

 
$
55,494


76

NOTE  14 — Quarterly Results of Operations Data (Unaudited)
 
Three months ended
 
Dec 31,
2013
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
2012
 
Sep 30,
2012
 
Jun 30,
2012
 
Mar 31,
2012
 
(unaudited, in thousands, except per share amounts)
Revenues
$
30,350

 
$
33,006

 
$
34,270

 
$
30,855

 
$
29,914

 
$
27,456

 
$
23,569

 
$
20,906

Cost of revenues (1)
8,198

 
8,332

 
8,607

 
7,611

 
6,525

 
6,049

 
5,283

 
5,257

Gross profit
22,152

 
24,674

 
25,663

 
23,244

 
23,389

 
21,407

 
18,286

 
15,649

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing (1)
6,098

 
5,163

 
5,167

 
4,903

 
5,308

 
4,347

 
4,232

 
4,000

Research and development (1)
6,044

 
6,573

 
6,530

 
5,548

 
4,865

 
4,756

 
4,299

 
4,133

General and administrative (1)
7,745

 
7,547

 
7,975

 
7,586

 
7,406

 
6,023

 
4,496

 
3,676

Total operating expenses
19,887

 
19,283

 
19,672

 
18,037

 
17,579

 
15,126

 
13,027

 
11,809

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
2,265

 
5,391

 
5,991

 
5,207

 
5,810

 
6,281

 
5,259

 
3,840

Other income (expense), net
105

 
83

 
151

 
121

 
(28
)
 
23

 
(18
)
 
(20
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
2,370

 
5,474

 
6,142

 
5,328

 
5,782

 
6,304

 
5,241

 
3,820

Income tax provision (benefit)
752

 
2,114

 
2,457

 
1,415

 
1,788

 
(525
)
 
242

 
178

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
1,618

 
$
3,360

 
$
3,685

 
$
3,913

 
$
3,994

 
$
6,829

 
$
4,999

 
$
3,642

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.06

 
$
0.13

 
$
0.14

 
$
0.15

 
$
0.15

 
$
0.27

 
$
0.23

 
$
0.17

Diluted
$
0.06

 
$
0.12

 
$
0.13

 
$
0.14

 
$
0.14

 
$
0.25

 
$
0.21

 
$
0.16

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares used in computing net income per share of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
27,099

 
26,682

 
26,369

 
26,166

 
25,832

 
25,201

 
21,611

 
21,405

Diluted
28,902

 
28,623

 
28,282

 
27,962

 
27,897

 
27,409

 
23,297

 
22,514

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
1,618

 
$
3,360

 
$
3,685

 
$
3,913

 
$
3,994

 
$
6,829

 
$
4,999

 
$
3,642

Other comprehensive income, net of taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on investments
17

 
137

 
(28
)
 
(95
)
 
(65
)
 
—

 
—

 
—

Comprehensive income
$
1,635

 
$
3,497

 
$
3,657

 
$
3,818

 
$
3,929

 
$
6,829

 
$
4,999

 
$
3,642

(1) Stock-based compensation included in the above line items:
 
Three months ended
 
Dec 31,
2013
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
2012
 
Sep 30,
2012
 
Jun 30,
2012
 
Mar 31,
2012
 
(unaudited, in thousands)
Cost of revenues
$
260

 
$
215

 
$
171

 
$
99

 
$
101

 
$
80

 
$
59

 
$
31

Sales and marketing
333

 
322

 
250

 
136

 
212

 
85

 
100

 
70

Research and development
893

 
948

 
943

 
685

 
637

 
532

 
252

 
132

General and administrative
1,878

 
1,902

 
2,771

 
2,453

 
2,256

 
1,551

 
467

 
284

Total
$
3,364

 
$
3,387

 
$
4,135

 
$
3,373

 
$
3,206

 
$
2,248

 
$
878

 
$
517


77

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2013 , 2012 and 2011
(in thousands)
 
Balance at Beginning of Period
 
Charged (Credited) to Income
 
Deductions and Other
 
Balance at End of Period
Allowance for Doubtful Accounts
 
 
 
 
 
 
 
Year ended December 31, 2013
$
74

 
$
32

 
$
(25
)
 (a)  
$
81

Year ended December 31, 2012
$
47

 
$
70

 
$
(43
)
 (a)  
$
74

Year ended December 31, 2011
$
48

 
$
469

 
$
(470
)
 (a)  
$
47

 
 
 
 
 
 
 
 
Income Tax Valuation Allowance
 
 
 
 
 
 
 
Year ended December 31, 2013
$
1,760

 
$
—

 
$
523

 (b)  
$
2,283

Year ended December 31, 2012
$
8,237

 
$
(6,582
)
 
$
105

 (b)  
$
1,760

Year ended December 31, 2011
$
10,266

 
$
(1,654
)
 
$
(375
)
 (b)  
$
8,237

 
 
 
 
 
 
 
 
 (a)  
Accounts written off, net of recoveries.
 (b)  
Adjustments to offset changes in deferred tax assets.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act , means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2013 , our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed our internal control over financial reporting as of December 31, 2013 , the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

78

consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
Our independent registered public accounting firm, Grant Thornton LLP, independently assessed the effectiveness of the company’s internal control over financial reporting, as stated in their attestation report, which is included in Part II, Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION

None.

79

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information under the captions “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Compensation Discussion and Analysis,” “Report of the Audit Committee of the Board of Directors” and “Certain Relationships and Related Transactions” in our 2014 Proxy Statement is incorporated herein by reference.

ITEM 11.
EXECUTIVE COMPENSATION
The information under the captions “Compensation Committee Interlocks and Insider Participation,” “Risk Assessment and Compensation Practices,” “Compensation Discussion and Analysis” and “Report of the Compensation Committee of the Board of Directors on Executive Compensation” in our 2014 Proxy Statement is incorporated herein by reference.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Equity Compensation Plan Information,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Compensation Discussion and Analysis” in our 2014 Proxy Statement is incorporated herein by reference.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under the captions “Election of Directors” and “Certain Relationships and Related Transactions” in our 2014 Proxy Statement is incorporated herein by reference.

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in our 2014 Proxy Statement is incorporated herein by reference.
    
With the exception of the information specifically incorporated by reference in Part III to this Annual Report on Form 10-K from our 2014 Proxy Statement, our 2014 Proxy Statement shall not be deemed to be filed as part of this report.

80

PART IV

ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
(1
)
Financial Statements—The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements in Item 8.
 
(2
)
Financial Statement Schedules—The financial statement schedules filed as part of this report are listed on the Index to Consolidated Financial Statements in Item 8.
(b) Exhibits.
 
 

 
 
 
Exhibit
 
Description of Document
Number
 
 
2.1
 
Stock Purchase Agreement, dated as of August 15, 2011, by and among Ellie Mae, Inc., Northgate Private Equity Partners III, L.P., NPEP III-Q, L.L.C., TVC Capital L.P., TVC Capital 12-4-0 Fund L.P., TVC Capital Partners L.P., TVC Capital, LLC , as Sellers’ Representative, and certain listed management employees of Del Mar Datatrac, Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2011 and incorporated herein by reference.
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of Ellie Mae, Inc., filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2011, and incorporated herein by reference.
 
 
 
3.2
 
Amended and Restated Bylaws of Ellie Mae, Inc., filed as Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2011, and incorporated herein by reference.
 
 
 
4.1
 
Form of Ellie Mae, Inc.’s Common Stock Certificate, filed as Exhibit 4.1 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
4.2
 
Form of Indenture, filed as Exhibit 4.8 to Registrant’s Registration Statement on Form S-3 (Registration No. 333-181900) filed with the SEC on June 7, 2012, and incorporated herein by reference.
 
 
 
10.1±
 
Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, including the form of stock option agreement, filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.2±
 
Form of Indemnification Agreement by and between Ellie Mae, Inc. and each of its directors and executive officers, filed as Exhibit 10.3 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.3±
 
Offer Letter, between Ellie Mae, Inc. and Jonathan Corr, dated November 5, 2002, filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.4±
 
Offer Letter, between Ellie Mae, Inc. and Edgar Luce, dated July 14, 2005, filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.5
 
Sublease, by and between ADP Pleasanton National Service Center, Inc. and Ellie Mae, Inc., dated as of July 30, 2007, filed as Exhibit 10.11 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 

81

 
 
 
Exhibit
 
Description of Document
Number
 
 
10.6
 
SAVVIS Master Services Agreement, by and between SAVVIS Communications Corporation and Ellie Mae, Inc., dated as of December 15, 2006, filed as Exhibit 10.12 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.7±
 
Option Acceleration Agreement, by and between Ellie Mae, Inc. and Sigmund Anderman, dated as of June 15, 2006, filed as Exhibit 10.13 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.8±
 
Form of Option Acceleration Agreements by and between Ellie Mae, Inc., and Jonathan Corr, Limin Hu, Joseph Langner, Elisa Lee and Edgar Luce, filed as Exhibit 10.14 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.9±
 
Form of Change of Control Severance Agreement by and between Ellie Mae, Inc. and each of its executive officers, filed as Exhibit 10.15 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.10±
 
Amendment to the Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, effective April 15, 2010, filed as Exhibit 10.24 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
10.11±
 
Amendment to the Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, effective September 16, 2010, filed as Exhibit 10.25 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
10.12±
 
Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.27 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on March 15, 2011, and incorporated herein by reference.
 
 
 
10.13±
 
Ellie Mae, Inc. Employee Stock Purchase Plan, filed as Exhibit 10.28 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on March 15, 2011, and incorporated herein by reference.
 
 
 
10.14±
 
Offer Letter, between Ellie Mae, Inc. and Elisa Lee, dated October 27, 2009, filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012, and incorporated herein by reference.
 
 
 
10.15±
 
Third Amended and Restated Employment Agreement of Sigmund Anderman, between Ellie Mae, Inc. and Sigmund Anderman, dated March 27, 2012, filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012, and incorporated herein by reference.
 
 
 
10.16±
 
Ellie Mae, Inc. Senior Executive Performance Share Program, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 8, 2012, and incorporated herein by reference.
 
 
 
10.17±
 
Form of Notice of Grant of and Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 8, 2012, and incorporated herein by reference.
 
 
 
10.18±
 
Ellie Mae, Inc. 2013 Senior Executive Performance Share Program, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013, and incorporated herein by reference.
 
 
 

82

 
 
 
Exhibit
 
Description of Document
Number
 
 
10.19±
 
Form of Notice of Grant of and Grant Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. 2013 Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013, and incorporated herein by reference.
 
 
 
10.20±
 
Ellie Mae, Inc. 2014 Senior Executive Performance Share Program.
 
 
 
10.21±
 
Form of Notice of Grant of and Grant Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. 2014 Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan.
 
 
 
21.1
 
List of subsidiaries, filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 1, 2013, and incorporated herein by reference.
 
 
 
23.1
 
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
 
 
 
24.1
 
Power of Attorney (included on signature page to this Annual Report on Form 10-K).
 
 
 
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1*
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2*
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS**
 
XBRL Instance Document
 
 
 
101.SCH**
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
*
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
 
**
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
 
±
Indicates management contract or compensatory plan, contract or arrangement.

83

SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
ELLIE MAE, INC.
 
 
 
 
Date:
March 13, 2014
By:
/s/ Edgar A. Luce
 
 
 
Edgar A. Luce
 
 
 
Executive Vice President, Finance and Administration and
Chief Financial Officer
(Principal Financial and Accounting Officer and duly authorized signatory)

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Sigmund Anderman and Edgar A. Luce, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Sigmund Anderman
 
Chief Executive Officer and Director
 
March 10, 2014
Sigmund Anderman
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Edgar A. Luce
 
Executive Vice President, Finance and Administration and
 
March 10, 2014
Edgar A. Luce
 
Chief Financial Officer (principal financial and accounting officer)
 
 
 
 
 
 
 
/s/ Carl Buccellato
 
Director
 
March 10, 2014
Carl Buccellato
 
 
 
 
 
 
 
 
 
/s/ Craig Davis
 
Director
 
March 10, 2014
Craig Davis
 
 
 
 
 
 
 
 
 
/s/ A. Barr Dolan
 
Director
 
March 12, 2014
A. Barr Dolan
 
 
 
 


84

Signature
 
Title
 
Date
 
 
 
 
 
/s/ Alan S. Henricks
 
Director
 
March 10, 2014
Alan S. Henricks
 
 
 
 
 
 
 
 
 
/s/ Robert J. Levin
 
Director
 
March 10, 2014
Robert J. Levin
 
 
 
 
 
 
 
 
 
/s/ Bernard M. Notas
 
Director
 
March 11, 2014
Bernard M. Notas
 
 
 
 
 
 
 
 
 
/s/ Frank Schultz
 
Director
 
March 10, 2014
Frank Schultz
 
 
 
 
 
 
 
 
 
/s/ Jeb Spencer
 
Director
 
March 11, 2014
Jeb Spencer
 
 
 
 

85

INDEX TO EXHIBITS

 
 
 
Exhibit
 
Description of Document
Number
 
 
2.1
 
Stock Purchase Agreement, dated as of August 15, 2011, by and among Ellie Mae, Inc., Northgate Private Equity Partners III, L.P., NPEP III-Q, L.L.C., TVC Capital L.P., TVC Capital 12-4-0 Fund L.P., TVC Capital Partners L.P., TVC Capital, LLC , as Sellers’ Representative, and certain listed management employees of Del Mar Datatrac, Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2011 and incorporated herein by reference.
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of Ellie Mae, Inc., filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2011, and incorporated herein by reference.
 
 
 
3.2
 
Amended and Restated Bylaws of Ellie Mae, Inc., filed as Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2011, and incorporated herein by reference.
 
 
 
4.1
 
Form of Ellie Mae, Inc.’s Common Stock Certificate, filed as Exhibit 4.1 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
4.2
 
Form of Indenture, filed as Exhibit 4.8 to Registrant’s Registration Statement on Form S-3 (Registration No. 333-181900) filed with the SEC on June 7, 2012, and incorporated herein by reference.
 
 
 
10.1±
 
Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, including the form of stock option agreement, filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.2±
 
Form of Indemnification Agreement by and between Ellie Mae, Inc. and each of its directors and executive officers, filed as Exhibit 10.3 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.3±
 
Offer Letter, between Ellie Mae, Inc. and Jonathan Corr, dated November 5, 2002, filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.4±
 
Offer Letter, between Ellie Mae, Inc. and Edgar Luce, dated July 14, 2005, filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.5
 
Sublease, by and between ADP Pleasanton National Service Center, Inc. and Ellie Mae, Inc., dated as of July 30, 2007, filed as Exhibit 10.11 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.6
 
SAVVIS Master Services Agreement, by and between SAVVIS Communications Corporation and Ellie Mae, Inc., dated as of December 15, 2006, filed as Exhibit 10.12 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on April 30, 2010, and incorporated herein by reference.
 
 
 
10.7±
 
Option Acceleration Agreement, by and between Ellie Mae, Inc. and Sigmund Anderman, dated as of June 15, 2006, filed as Exhibit 10.13 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.8±
 
Form of Option Acceleration Agreements by and between Ellie Mae, Inc., and Jonathan Corr, Limin Hu, Joseph Langner, Elisa Lee and Edgar Luce, filed as Exhibit 10.14 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 


 
 
 
Exhibit
 
Description of Document
Number
 
 
10.9±
 
Form of Change of Control Severance Agreement by and between Ellie Mae, Inc. and each of its executive officers, filed as Exhibit 10.15 to Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on August 5, 2010, and incorporated herein by reference.
 
 
 
10.10±
 
Amendment to the Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, effective April 15, 2010, filed as Exhibit 10.24 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
10.11±
 
Amendment to the Ellie Mae, Inc. 2009 Stock Option and Incentive Plan, effective September 16, 2010, filed as Exhibit 10.25 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on February 17, 2011, and incorporated herein by reference.
 
 
 
10.12±
 
Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.27 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on March 15, 2011, and incorporated herein by reference.
 
 
 
10.13±
 
Ellie Mae, Inc. Employee Stock Purchase Plan, filed as Exhibit 10.28 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-166438) filed with the SEC on March 15, 2011, and incorporated herein by reference.
 
 
 
10.14±
 
Offer Letter, between Ellie Mae, Inc. and Elisa Lee, dated October 27, 2009, filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012, and incorporated herein by reference.
 
 
 
10.15±
 
Third Amended and Restated Employment Agreement of Sigmund Anderman, between Ellie Mae, Inc. and Sigmund Anderman, dated March 27, 2012, filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012, and incorporated herein by reference.
 
 
 
10.16±
 
Ellie Mae, Inc. Senior Executive Performance Share Program, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 8, 2012, and incorporated herein by reference.
 
 
 
10.17±
 
Form of Notice of Grant of and Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 8, 2012, and incorporated herein by reference.
 
 
 
10.18±
 
Ellie Mae, Inc. 2013 Senior Executive Performance Share Program, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013, and incorporated herein by reference.
 
 
 
10.19±
 
Form of Notice of Grant of and Grant Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. 2013 Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013, and incorporated herein by reference.
 
 
 
10.20±
 
Ellie Mae, Inc. 2014 Senior Executive Performance Share Program.
 
 
 
10.21±
 
Form of Notice of Grant of and Grant Agreement for Performance Shares for Senior Executives under the Ellie Mae, Inc. 2014 Senior Executive Performance Share Program and Ellie Mae, Inc. 2011 Equity Incentive Award Plan.
 
 
 
21.1
 
List of subsidiaries, filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 1, 2013, and incorporated herein by reference.
 
 
 


 
 
 
Exhibit
 
Description of Document
Number
 
 
23.1
 
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
 
 
 
24.1
 
Power of Attorney (included on signature page to this Annual Report on Form 10-K).
 
 
 
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1*
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2*
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS**
 
XBRL Instance Document
 
 
 
101.SCH**
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
*
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
 
**
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
 
±
Indicates management contract or compensatory plan, contract or arrangement.





Exhibit 10.20
ELLIE MAE, INC.
2014 SENIOR EXECUTIVE PERFORMANCE SHARE PROGRAM
(Effective February 5, 2014)

ARTICLE I

PURPOSE

The purpose of this document is to set forth the general terms and conditions applicable to the Ellie Mae, Inc. Senior Executive Performance Share Program (the “ Program ”) established by the Compensation Committee of the Board of Directors of Ellie Mae, Inc. (the “ Company ”) pursuant to the Company’s 2014 Equity Incentive Award Plan (the “ Plan ”). The Program is intended to carry out the purposes of the Plan and provide a means to reinforce objectives for sustained long-term performance and value creation by awarding selected key employees of the Company with payments in Company stock based on the level of achievement of pre-established performance goals during performance periods through the award of a Performance Award pursuant to Section 9.1 of the Plan consisting of performance shares payable in Common Stock (“ Performance Shares ”).

ARTICLE II

DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Plan. The following words and phrases shall have the following meanings:
“ Cause ” shall exist with respect to a Participant if a termination of employment is for “Cause” pursuant to a written agreement between the Participant and the Company (an “ Individual Agreement ”) that is then in effect or, if there is no Individual Agreement in effect that defines “Cause”, “ Cause ” shall mean a finding by the Board or the Committee, before or after the Participant’s termination of employment, of: (i) any material failure by the Participant to perform the Participant’s duties and responsibilities under any written agreement between the Participant and the Company; (ii) any act of fraud, embezzlement, theft or misappropriation by the Participant relating to the Company; (iii) the Participant’s commission of a felony or a crime involving moral turpitude; (iv) any gross negligence or intentional misconduct on the part of the Participant in the conduct of the Participant’s duties and responsibilities with the Company or which adversely affects the image, reputation or business of the Company; or (v) any material breach by the Participant of any agreement between the Company or any of its Subsidiaries, on the one hand, and the Participant on the other. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Participant and the impact thereof, will be final for all purposes.
 

1
 


“ Good Reason ” shall exist with respect to a Participant if a termination of employment is for “Good Reason” pursuant to an Individual Agreement to which such Participant is a party and that is then in effect or, if there is no Individual Agreement in effect that defines “Good Reason”, “ Good Reason ” shall mean the Participant’s voluntary resignation following any one or more of the following that is effected without the Participant’s written consent: (i) a change in his or her position that materially reduces his or her duties or responsibilities, (ii) a material reduction in his or her base salary, unless the base salaries of all similarly situated individuals are similarly reduced, or (iii) a relocation of such Participant’s principal place of employment of more than fifty (50) miles. Notwithstanding the foregoing, a voluntary resignation shall not be deemed to be for Good Reason unless the Participant provides written notice to the Company of the Participant’s intent to resign for Good Reason specifying the condition giving rise to Good Reason within thirty (30) days following the initial existence of such condition, the Company fails to correct such condition within the thirty (30) day period beginning upon the Company’s receipt of such notice (the “ Cure Period ”) and such resignation is effective within thirty (30) days following the end of the Cure Period.
“ Participant ” shall mean a key employee of the Company or an affiliate who participates in this Program pursuant to the provisions of Article III hereof.
“ Performance Period ” shall mean a period of time with respect to which performance is measured as determined by the Committee. Performance Periods may overlap.
“ Permanent and Total Disability ” shall have the meaning ascribed to such term under Section 22(e)(3) of the Code and with such permanent and total disability being certified prior to termination of a Participant’s employment by (i) the Social Security Administration, (ii) the comparable governmental authority applicable to an affiliate of the Company, (iii) such other body having the relevant decision-making power applicable to an affiliate of the Company, or (iv) an independent medical advisor appointed by the Company in its sole discretion, as applicable, in any such case.
    
ARTICLE III
PARTICIPATION

3.1     Participants . Participants for any Performance Period shall be those active key employees of the Company or an affiliate who are designated in writing as eligible for participation by the Committee within the first ninety (90) days of such Performance Period.

3.2     No Right to Participate . No Participant or other employee of the Company or an affiliate shall, at any time, have a right to participate in this Program for any Performance Period, notwithstanding having previously participated in this Program.

ARTICLE IV

ADMINISTRATION

2
 



4.1     Generally . The Committee shall establish the basis for payments under this Program in relation to specified Performance Goals, as more fully described in Article V hereof. Following the end of each Performance Period, once all of the information necessary for the Committee to determine the Company’s performance is made available to the Committee, the Committee shall determine the portion of the Performance Shares payable to each Participant; provided, however , that any such determination shall be made no later than thirty (30) days following the date the Form 10-K or Form 10-Q for the last fiscal year or quarterly period, as applicable, in such Performance Period has been filed with the Securities and Exchange Commission (the date of such determination shall hereinafter be called the “ Determination Date ”). The Committee shall have the power and authority granted it under Article 13 of the Plan, including, without limitation, the authority to construe and interpret this Program, to prescribe, amend and rescind rules, regulations and procedures relating to its administration and to make all other determinations necessary or advisable for administration of this Program. Decisions of the Committee in accordance with the authority granted hereby shall be conclusive and binding. Subject only to compliance with the express provisions hereof, the Committee may act in its sole and absolute discretion with respect to matters within its authority under this Program.

ARTICLE V

AWARD DETERMINATIONS
 
5.1     Award of Performance Shares . The Committee shall determine the number of Performance Shares (rounded down to the nearest whole number) to be awarded under this Program to each Participant with respect to such Performance Period.

5.2     Performance Requirements . The Committee shall approve the performance goals (collectively, the “ Performance Goals ”) with respect to any of the business criteria permitted under the Plan), each subject to such adjustments as the Committee may specify in writing at such time, and shall establish a formula, standard or schedule which aligns the level of achievement of the Performance Goals with the earned Performance Shares.
ARTICLE VI

PAYMENT OF AWARDS

6.1     Form and Timing of Payment . Except as set forth in Section 8.1 below, no Performance Shares payable pursuant to this Program shall be paid unless and until the Committee certifies, in writing, the extent to which the Performance Goals have been achieved and the corresponding number of Performance Shares earned. Shares of Common Stock issued in respect of Performance Shares shall be deemed to be issued in consideration for future services to be rendered or past services actually rendered to the Company or for its benefit, by the Participant, which the Committee deems to have a value at least equal to the aggregate par value thereof.

3
 


6.2     Tax Withholding . Regardless of any action the Company or its affiliate takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to participation in the Program and legally applicable to the Participant (“ Tax Obligations ”), the Participant acknowledges that the ultimate liability for all Tax Obligations is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or its affiliate. The Participant further acknowledges that the Company and/or its affiliate (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Performance Shares, including the grant of the Performance Shares, the vesting of Performance Shares, the conversion of the Performance Shares into shares, the subsequent sale of any shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate the Participant’s liability for Tax Obligations or achieve any particular tax result. Furthermore, if the Participant becomes subject to tax in more than one jurisdiction between the grant date and the date of any relevant taxable event, the Participant acknowledges that the Company and/or its affiliate may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to its affiliate (in their sole discretion) to satisfy all Tax Obligations. In this regard, the Participant shall, at his or her discretion, satisfy all applicable Tax Obligations by one or a combination of the following:

(a)    withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or its affiliate; or

(b)    withholding from proceeds of the sale of shares of Common Stock acquired upon vesting or payment of the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(c)    withholding in shares of Common Stock to be issued upon vesting or payment of the Performance Shares, provided that the Company and its affiliate shall only withhold an amount of shares of Common Stock with a fair market value equal to the minimum statutory Tax Obligations.

Finally, the Participant shall pay to the Company or its affiliate any amount of Tax Obligations that the Company or its affiliate may be required to withhold or account for as a result of the Participant’s participation in the Program that cannot be satisfied by the means previously described.  The Participant agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 6.2. Notwithstanding Section 6.1 above, the Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock if the Participant fails to comply with its obligations in connection with the Tax Obligations.

ARTICLE VII

TERMINATION OF EMPLOYMENT


4
 


7.1     Certain Terminations of Service After Determination Date . In the case of a Participant’s termination of employment by the Company for other than Cause, by reason of death or Disability or by the Participant for Good Reason after the Determination Date for a Performance Period but prior to settlement, the Performance Shares earned by the Participant which have not yet been settled shall be issued to such Participant on the thirtieth (30th) day following the termination of employment.

7.2     All Other Terminations . Except as provided in Section 7.1 or as otherwise approved by the Board or Committee, all Performance Shares not yet settled shall be forfeited as of the date of the termination of employment.
        
ARTICLE VIII

CHANGE IN CONTROL
8.1     Change in Control During Performance Period . Notwithstanding anything to the contrary in the Program, in the event of a Change in Control that occurs during a Performance Period, such Performance Period shall be shortened and shall terminate as of the last business day of the last completed fiscal quarter preceding the date of such Change in Control and each Participant employed by the Company immediately prior to such Change in Control shall be entitled to a payment equal to the amount of the Participant’s Performance Shares (rounded down to the nearest whole number) he or she would have been entitled to receive for such shortened Performance Period, determined based on the Company’s performance for such shortened Performance Period. Any such payment shall be made in a single lump sum immediately prior to such Change in Control without regard to any deferred payment or settlement dates (provided, that the Company may elect, in its sole discretion, to make any such payments in a manner that will not subject the payments to penalties under Code Section 409A).
8.2     Change in Control After End of Performance Period . Notwithstanding anything to the contrary in the Program, in the event of a Change in Control that occurs after the end of the applicable Performance Period but prior to the Settlement Date, the amount of any Performance Shares applicable to such Performance Period shall be paid to the Participant based upon the performance of the Company during such Performance Period, such payment to be made in a single lump sum as of immediately prior to the Change in Control without regard to any deferred payment or settlement dates.

5
 


ARTICLE IX

MISCELLANEOUS

9.1     Plan . The Program is subject to all the provisions of the Plan and its provisions are hereby made a part of the Program, including without limitation the provision Article 9 thereof (relating to Performance Awards) and Article 14 thereof (relating to adjustments upon changes in the Common Stock), and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Program and those of the Plan, the provisions of the Plan shall control.

9.2     Amendment and Termination . Notwithstanding anything herein to the contrary, the Committee may, at any time, terminate, modify or suspend this Program; provided, however , that, without the prior consent of the Participants affected, no such action may adversely affect any rights or obligations with respect to any Performance Shares theretofore earned but unpaid for a completed Performance Period, whether or not the amounts of such Performance Shares have been computed and whether or not such Performance Shares are then payable. Notwithstanding the forgoing, at any time the Committee determines that the Performance Shares may be subject to Section 409A of the Code, the Committee shall have the right, in its sole discretion, and without a Participant’s prior consent to amend the Program as it may determine is necessary or desirable either for the Performance Shares to be exempt from the application of Section 409A or to satisfy the requirements of Section 409A, including by adding conditions with respect to the vesting and/or the payment of the Performance Shares.

9.3     Limitation on Payments . Notwithstanding anything in this Program to the contrary, if any payment or distribution a Participant would receive pursuant to this Program or otherwise (“ Payment ”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by such Participant on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and the Participant within fifteen (15) calendar days after the date on which the Participant’s right to a Payment is triggered (if requested at that time by the Company or the Participant) or such other time as requested by the Company or the Participant. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Participant. Any reduction in payments and/or benefits pursuant to this Section 9.3 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated

6
 


vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to the Participant.

9.4     No Contract for Employment . Nothing contained in this Program or in any document related to this Program or to any award of Performance Shares shall confer upon any Participant any right to continue as an employee or in the employ of the Company or an affiliate or constitute any contract or agreement of employment for a specific term or interfere in any way with the right of the Company or an affiliate to reduce such person’s compensation, to change the position held by such person or to terminate the employment of such person, with or without cause.

9.5     Nontransferability . No benefit payable under, or interest in, this Program shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, debts, contracts, liabilities or torts of any Participant or beneficiary; provided, however , that, nothing in this Section 9.5 shall prevent transfer (i) by will, or (ii) by applicable laws of descent and distribution.
    
9.6     Nature of Program . No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset of the Company or any affiliate by reason of any award hereunder. There shall be no funding of any benefits which may become payable hereunder. Nothing contained in this Program (or in any document related thereto), nor the creation or adoption of this Program, nor any action taken pursuant to the provisions of this Program shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or an affiliate and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person acquires a right to receive payment with respect to an award of Performance Shares hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company or other employing entity, as applicable. All amounts payable under this Program shall be paid from the general assets of the Company or employing entity, as applicable, and no special or separate fund or deposit shall be established and no segregation of assets shall be made to assure payment of such amounts. Nothing in this Program shall be deemed to give any employee any right to participate in this Program except in accordance herewith.

9.7     Governing Law . This Program shall be construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

7
 
Exhibit 10.21
Notice of Grant of
Performance Shares for Senior Executives
under the Ellie Mae, Inc. 2014 Senior Executive Performance Share Program and
Ellie Mae, Inc. 2011 Equity Incentive Award Plan

Ellie Mae, Inc. (the “ Company ”), pursuant to its 2011 Equity Incentive Award Plan (the “ Plan ”) and its 2014 Senior Executive Performance Share Program (the “ Program ”), hereby grants to the individual set forth below (the “ Holder ”) that number of performance shares set forth below (the “ Performance Shares ”). This grant of Performance Shares is subject to all of the terms and conditions set forth herein and in the Grant Agreement accompanying this Notice of Grant (the “ Grant Agreement ”), the Plan and the Program, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Grant Agreement.
Holder:
 
Grant Date:
 
Number of Performance Shares:

                     
Subject to the provisions of the Plan, the Program and the Grant Agreement, vested Performance Shares generally will be settled as provided in Section 4 of the Grant Agreement. By the Holder’s signature and the Company’s signature below, the Holder and the Company agree that this award of Performance Shares is made under and governed by the terms and conditions of the Plan, the Program and the Grant Agreement. The Holder acknowledges that he or she has received a copy of the Grant Agreement, the Program, the Plan and the Prospectus relating to the Plan.
Please sign and return one copy of this Notice of Grant to [insert address].

ELLIE MAE, INC.
HOLDER
By:
 
By:
 
Print Name:
 
Print Name:
 
Title:
 
 
 
Address:
 
Address:
 
 
 
 
 





 

Grant Agreement for
Performance Shares for Senior Executives
under the Ellie Mae, Inc. 2014 Senior Executive Performance Share Program and
Ellie Mae, Inc. 2011 Equity Incentive Award Plan

This is a Grant Agreement between Ellie Mae, Inc. (the “ Company ”) and the individual (the “ Holder ”) named in the Notice of Grant of Performance Shares (the “ Notice ”) attached hereto as the cover page of this Grant Agreement.
Recitals
The Company has adopted the 2011 Equity Incentive Award Plan, as may be amended from time to time (the “ Plan ”), and the 2014 Senior Executive Performance Share Program (the “ Program ”) for the granting to selected employees of awards based upon shares of Common Stock of the Company (the “ Common Stock ”). In accordance with the terms of the Plan and the Program, the Compensation Committee of the Board of Directors (the “ Committee ”) has approved the execution of this Grant Agreement between the Company and the Holder. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Plan.
Performance Shares
1. Grant . The Company grants to the Holder the number of performance shares set forth in the Notice (the “ Performance Shares ”), subject to adjustment, forfeiture and the other terms and conditions set forth below, as of the effective date of the grant (the “ Grant Date ”) specified in the Notice. The number of Performance Shares specified in the Notice reflects the target number of Performance Shares that may be earned by the Holder. The Company and the Holder acknowledge that the Performance Shares, and any shares of Common Stock issued thereunder, (a) are being granted hereunder in exchange for the Holder’s agreement to provide services to the Company after the Grant Date, for which the Holder will otherwise not be fully compensated, and which the Company deems to have a value at least equal to the aggregate par value of the Shares, if any, that the Holder may become entitled to receive under this Agreement, and (b) will, except as provided otherwise in the Program, be forfeited by the Holder if the Holder’s termination of service to the Company occurs before the applicable Vesting Date (as defined in Section 4 below).
2.      Performance Criteria . Subject to the Holder’s continuous employment through the Initial Settlement Date and the terms and conditions therein, the Holder will be issued a number of shares of Common Stock underlying the Performance Shares on the Initial Settlement Date determined based on the achievement of annual goals related to revenue, EBITDASC and the number of contracted SaaS users (the “ Company Performance Measures ”) during all or a portion of the period beginning on January 1, 2014 and ending on December 31, 2014 (the “ Performance Period ”), in each case, as determined by the Committee and set forth in writing.

-2-


 

3.      Consequences of Certain Events . The consequences of the Holder’s termination of employment or a Change in Control shall be as set forth in the Program.
4.      Payout of Performance Shares . The Committee shall certify in writing the achievement or non-achievement of the Company Performance Measures for the Performance Period on, or as soon as administratively following, the date the Company files with the Securities and Exchange Commission its Form 10-K or Form 10-Q for the last fiscal year or quarterly period, as applicable, ending during the Performance Period (the “ Determination Date ”). On the thirtieth (30 th ) day following the Determination Date (the “ Initial Settlement Date ”), subject to the Holder’s continuous employment with the Company through the Determination Date (unless otherwise provided in the Program), the Company shall issue that number of shares of Common Stock (the “ Restricted Stock ”) to the Holder, if any, determined based upon achievement or non-achievement of the Company Performance Measures for the Performance Period. Twenty-five percent (25%) of the shares of Restricted Stock shall immediately vest on the Initial Settlement Date and seventy-five percent (75%) of the shares of Restricted Stock shall be subject to a risk of forfeiture. On each of the next three annual anniversaries of the Determination Date (collectively with the Initial Settlement Date, the “ Vesting Dates ”), subject to the Holder’s continuous employment with the Company through such Vesting Date (unless otherwise provided in the Program), the risk of forfeiture with respect to twenty-five percent (25%) of the shares of Restricted Stock shall lapse. In the event the Holder terminates service with the Company for any reason, any shares of Restricted Stock that remain subject to a risk of forfeiture as of date (after giving effect to any accelerated vesting) shall immediately be forfeited. In the case of the Holder’s death prior to the Initial Settlement Date, the Common Stock to be issued in settlement of Performance Shares as described above shall be delivered to the Holder’s beneficiary or beneficiaries (as designated in the manner determined by the Committee), or if no beneficiary is so designated or if no beneficiary survives the Holder, then the Holder’s administrator, executor, personal representative, or other person to whom the Performance Shares are transferred by means of the Holder’s will or the laws of descent and distribution (such beneficiary, beneficiaries or other person(s), the “ Holder’s Heir ”).
5.      Code Section 409A . The Company intends that the Performance Shares shall not constitute “deferred compensation” within the meaning of Section 409A of the Code and this Grant Agreement shall be interpreted based on such intent. In view of uncertainty surrounding Section 409A of the Code, however, if the Company determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable so that the Performance Shares will not be subject to Section 409A of the Code, or alternatively so that they comply with Section 409A of the Code, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder.
Notwithstanding anything in this Grant Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Holder’s termination of employment, all references to the Holder’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “ Separation from Service ” ), and the

-3-


 

Holder shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Holder.
Notwithstanding anything in this Grant Agreement to the contrary, if a Holder is deemed by the Company at the time of the Holder’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Holder is entitled under this Grant Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Holder’s benefits shall not be provided to Holder until the earlier of (i) the expiration of the six-month period measured from the date of the Holder’s Separation from Service or (ii) the date of the Holder’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid or distributed in a lump sum to Holder (or to Holder’s estate or beneficiaries), and any remaining payments due to Holder under this Grant Agreement shall be paid or distributed as otherwise provided herein.
A Holder’s right to receive any installment payments under this Grant Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).
6.      Tax Withholding . Notwithstanding anything to the contrary in this Grant Agreement, the Company shall be entitled to require payment by Holder of any sums required by federal, state or local tax law to be withheld with respect to the grant of the Performance Shares or the issuance of the shares of Common Stock underlying the Performance Shares, or any other taxable event related thereto. The Company may permit Holder to make such payment in one or more of the forms specified below:
i.
by cash or check made payable to the Company;
ii.
by the deduction of such amount from other compensation payable to Holder;
iii.
with the consent of the Committee, by tendering shares of Common Stock, including Common Stock otherwise issuable upon such grant or issuance, which have a then-current Fair Market Value on the date of delivery not greater than the amount necessary to satisfy the Company’s withholding obligation based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes;
iv.
by surrendering other property acceptable to the Committee (including, without limitation, through the delivery of a notice that Holder has placed a market sell order with a broker with respect to shares payable pursuant to the Performance Shares, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the

-4-


 

Company at such time as may be required by the Company, but in any event not later than the settlement of such sale); or
v.
in any combination of the foregoing.
If any such taxes are required to be withheld at a date earlier than the applicable Vesting Date, then notwithstanding any other provision of this Grant Agreement, the Company may (i) satisfy such obligation by causing the forfeiture of a number of shares of Restricted Stock having a Fair Market Value, on such earlier date, equal to the amount necessary to satisfy the minimum required amount of such withholding or (ii) make such other arrangements with the Holder for such withholding as may be satisfactory to the Company in its sole discretion.
7.      Compliance with Law .
i.
No shares of Common Stock shall be issued and delivered pursuant to Performance Shares unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any national securities exchange on which the Common Stock is then listed, and all other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been complied with. In particular, the Committee may require certain investment (or other) representations and undertakings in connection with the issuance of securities in connection with the Plan in order to comply with applicable law.
ii.
If any provision of this Grant Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. Furthermore, if any provision of this Grant Agreement is determined to be illegal under any applicable law, such provision shall be null and void to the extent necessary to comply with applicable law, but the other provisions of this Grant Agreement shall remain in full force and effect.
8.      Assignability . Except as may be effected by designation of a beneficiary or beneficiaries in such manner as may be determined by the Committee, or as may be effected by will or other testamentary disposition or by the laws of descent and distribution, any attempt to assign the Performance Shares before they are settled shall be of no effect.
9.      Certain Corporate Transactions . In the event of certain corporate transactions, the Performance Shares shall be subject to adjustment as provided in Article 14 of the Plan.

-5-


 

10.      No Additional Rights .
i.
Neither the granting of the Performance Shares nor their settlement shall (a) affect or restrict in any way the power of the Company to undertake any corporate action otherwise permitted under applicable law, (b) confer upon the Holder the right to continue performing services for the Company, or (c) interfere in any way with the right of the Company to terminate the services of the Holder at any time, with or without Cause.
ii.
The Holder acknowledges that (a) this is a one-time grant, (b) the making of this grant does not mean that the Holder will receive any similar grant or grants in the future, or any future grants at all, and (c) this grant does not in any way entitle the Holder to future grants under the Plan, if any, and the Company retains sole and absolute discretion as to whether to make any additional grants to the Holder in the future and, if so, the quantity, terms, conditions and provisions of any such grants.
iii.
Without limiting the generality of subsections i. and ii. immediately above and subject to the Program, if the Holder’s employment with the Company terminates, the Holder shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit relating to the Performance Shares or under the Plan which he or she might otherwise have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.
11.      Rights as a Stockholder . Neither the Holder nor the Holder’s Heir shall have any rights as a stockholder with respect to any shares represented by the Performance Shares unless and until shares of Common Stock have been issued in settlement thereof.
12.      Compliance with Plan and Program . The Performance Shares and this Grant Agreement are subject to, and the Company and the Holder agree to be bound by, all of the terms and conditions of the Plan and the Program as each may be amended from time to time, which are incorporated herein by reference. No amendment to the Plan or the Program shall adversely affect the Performance Shares or this Grant Agreement without the consent of the Holder. In the case of a conflict between the terms of the Plan or the Program and this Grant Agreement, the terms of the Plan or the Program, respectively, shall govern. In the event of a conflict between the terms of the Plan and the Program, the terms of the Plan shall govern.
13.      Effect of Grant Agreement on Individual Agreements . Except where an agreement entered into between the Holder and the Company (an “ Individual Agreement ”) is approved by the Board of Directors or the Committee and expressly supersedes the terms of this Grant Agreement, (i) in the case of a conflict between the terms of the Holder’s Individual Agreement and this Grant Agreement, the terms of the Grant Agreement shall govern, and (ii) the vesting and settlement of Performance Shares shall in all events occur in accordance with this Grant Agreement to the exclusion of any provisions contained in an Individual Agreement

-6-


 

regarding the vesting or settlement of the Performance Shares, and any such Individual Agreement provisions shall have no force or effect with respect to the Performance Shares.
14.      Governing Law . The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan or the Program to the extent that it would be lawful to do so.

-7-


 


Exhibit 21.1




Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 13, 2014 , with respect to the consolidated financial statements, schedule and internal control over financial reporting included in the Annual Report of Ellie Mae, Inc. on Form 10-K for the year ended December 31, 2013 . We hereby consent to the incorporation by reference of said reports in the Registration Statements of Ellie Mae, Inc. on Forms S-3 (File No. 333-181980, effective June 7, 2012 and as amended June 20, 2012) and on Forms S-8 (File No. 333-174460, effective May 25, 2011, File No. 333-179318, effective February 2, 2012, File No. 333-186213, effective January 25, 2013, and File No. 333-193831, effective February 7, 2014).



/s/ GRANT THORNTON LLP
San Francisco, California
March 13, 2014



Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Sigmund Anderman, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Ellie Mae, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Sigmund Anderman
Sigmund Anderman
Chief Executive Officer
Date: March 13, 2014




Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Edgar A. Luce, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Ellie Mae, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Edgar A. Luce
Edgar A. Luce
Chief Financial Officer
Date: March 13, 2014




Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Sigmund Anderman, Chief Executive Officer of Ellie Mae, Inc. (the “Company”), hereby certifies that, to the best of his knowledge:
1.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 , to which this Certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Sigmund Anderman
Sigmund Anderman
Chief Executive Officer
(Principal Executive Officer)
Date: March 13, 2014




Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Edgar A. Luce, Chief Financial Officer of Ellie Mae, Inc. (the “Company”), hereby certifies that, to the best of his knowledge:
1.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 , to which this Certification is attached as Exhibit 32.2 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Edgar A. Luce
Edgar A. Luce
Chief Financial Officer
(Principal Financial Officer)
Date: March 13, 2014