8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2016

ELLIE MAE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35140	94-3288780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4420 Rosewood Drive, Suite 500

Pleasanton, California 94588

(Address of principal executive offices, including Zip Code)

(925) 227-7000

Registrant's telephone number, including area code:

Not Applicable:

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2016, Ellie Mae, Inc. (“Ellie Mae”) issued a press release announcing selected operating results for its third quarter ended September 30, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press Release dated October 27, 2016, titled "Ellie Mae Reports Third Quarter 2016 Results"

SIGNATURES

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

Date: October 27, 2016	Ellie Mae, Inc.
	By: /s/ Edgar A. Luce
	Edgar A. Luce
	Executive Vice President, Finance and Administration and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 27, 2016, titled "Ellie Mae Reports Third Quarter 2016 Results"

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ELLIE MAE REPORTS THIRD QUARTER 2016 RESULTS

Revenue Up 46% to $100.4 Million, Raises 2016 Guidance

Announces CFO Succession Plan

PLEASANTON, Calif. - October 27, 2016 - Ellie Mae^® (NYSE:ELLI), a leading provider of innovative on-demand software solutions and services for the residential mortgage industry, today reported results for the thirdquarter ended September 30, 2016.

Third Quarter2016 Highlights

• Revenue of $100.4 million, up 46% from $68.9 million in Q32015

• Net income of $13.8 million, up 121% from $6.2 million in Q32015

• Adjusted EBITDA of $37.1 million, up83% from $20.3 million in Q32015

• 12,800 Encompass seats booked

• Revenue per average active Encompass® user of $640, up 23% from $520 in Q32015

“Third quarter results were strong across the board with the team continuing to execute, and mortgage volume remaining robust,” said Jonathan Corr, president and CEO of Ellie Mae. “We achieved our first $100 million revenue quarter and drove strong growth to net income, Adjusted EBITDA and revenue per active user during the quarter. In addition, Q3 seat bookings of 12,800 were better than expected, as lenders increasingly seek to improve efficiency, compliance and loan quality through our all-in-one platform.”

“I would also like to note that after serving as our chief financial officer for the past 12 years, Ed Luce has announced his intention to retire. Ed played a critical role in Ellie Mae’s evolution from a startup to a fast-growing public company and we are grateful for his contributions. Matt LaVay, our senior vice president of finance, will become CFO effective April 1, 2017. I have the utmost confidence in Matt’s ability to succeed in his new role and help drive our next phase of growth,” concluded Mr. Corr. To ensure a smooth transition, Mr. Luce will remain with the company in an advisory capacity for a period of time.

Mr. LaVay has over 20 years of finance and operations experience, and joined Ellie Mae in 2012. Prior to joining Ellie Mae, Matt held senior finance positions with Taleo Corporation, Scientific Learning Corporation, Salesforce.com, PeopleSoft, Inc. and Arthur Andersen LLP. He holds a Master of Professional Accountancy from Georgia State University and a B.S. in Industrial Management from The Georgia Institute of Technology. Matt is a Certified Public Accountant in the state of California.

Financial Results

Total revenue for the third quarter of 2016 was $100.4 million, compared to $68.9 million for the third quarter of 2015. Net income for the third quarter of 2016 was $13.8 million, or $0.41 per diluted share, compared to net income of $6.2 million, or $0.20 per diluted share, for the third quarter of 2015.

On a non-GAAP basis, adjusted net income¹ for the third quarter of 2016 was $24.0 million, or $0.72 per diluted share, compared to $13.9 million, or $0.45 per diluted share, for the third quarter of 2015. Adjusted EBITDA for the third quarter of 2016 was $37.1 million, compared to $20.3 million for the third quarter of 2015. GAAP and non-GAAP per share results for the quarter ended September 30, 2016 include the effect of an additional 1.8 million weighted average shares from the August follow-on offering.

Key Operating Metrics:

• The total number of active Encompass users increased 18% year-over-year to 159,523;

• Contracted revenue increased 32% year-over-year to $54.5 million; and

• Revenue per average active Encompass user in the third quarter increased 23% year-over-year to $640.

Fourth Quarter and Full Year 2016 Financial Outlook

For the fourth quarter of 2016, our revenue is expected to be in the range of $87.0 million to $89.0 million. Net income is expected to be in the range of $6.3 million to $6.8 million, or $0.18 to $0.19 per diluted share. Adjusted net income¹ is expected to be in the range of $16.8 million to $17.5 million, or $0.48 to $0.49 per diluted share. Adjusted EBITDA is expected to be in the range of $26.9 million to $28.3 million. Per share guidance assumes a weighted average share count of approximately 35.3 million.

For the full year 2016, revenue is expected to be in the range of $351.0 million to $353.0 million, up from the previously provided range of $338.0 million to $341.0 million. Net income is expected to be in the range of $33.2 million to $33.7 million, or $1.01 to $1.02 per diluted share, up from the previously provided range of $27.5 million to $28.5 million, or $0.86 to $0.89 per diluted share. Adjusted net income¹ is expected to be in the range of $71.1 million to $71.8 million, or $2.17 to $2.18 per diluted share, up from the previously provided range of $63.5 million to $66.0 million, or $2.00 to $2.06 per diluted share. Adjusted EBITDA is expected to be in the range of $109.6 million to $110.8 million, up from the previously provided range of $99.0 million to $103.0 million. Per share guidance assumes a weighted average share count of approximately 32.9 million.

Additional information about the non-GAAP financial measures presented in this release, including a reconciliation of the non-GAAP financial measures to their related GAAP financial measures is set forth below under the section entitled “Use of Non-GAAP Financial Measures.”

________________

¹ Please see paragraph titled, “Note Regarding Adjusted Net Income” for the impact of the Company’s tax rate to adjusted net income.

Quarterly Conference Call

Ellie Mae (the “Company”) will discuss its third quarter 2016 results today, October 27, 2016, via teleconference at 4:30 p.m. Eastern Time. To access the call, please dial 888-339-3513 or 719-325-2468 at least five minutes prior to the 4:30 p.m. Eastern Time start time. A live webcast of the call will be available on the Investor Relations section of the Company’s website at http://ir.elliemae.com. An audio replay of the call will be available through November 10, 2016 by dialing 888-203-1112 or 719-457-0820 and entering access code 2388390.

Use of Non-GAAP Financial Measures

Ellie Mae provides investors with the non-GAAP financial measures of adjusted net income, adjusted EBITDA, and free cash flow in addition to the traditional GAAP operating performance measure of net income as part of its overall assessment of its performance. Adjusted net income consists of net income plus stock-based compensation expense and amortization of intangible assets. EBITDA consists of net income plus depreciation, amortization of intangible assets, and income tax provision, less other income, net. Adjusted EBITDA consists of EBITDA plus stock-based compensation expense. Free cash flow consists of net cash provided by operating activities less acquisition of property and equipment and internal-use software, net. Ellie Mae uses adjusted net income and adjusted EBITDA as measures of operating performance because they enable period to period comparisons by excluding potential differences caused by variations in the age and depreciable lives of fixed assets, the amortization of intangibles related to acquisitions, loss on impairment of intangible assets, and changes in interest expense and interest income that are influenced by capital market conditions. The Company also believes it is useful to exclude stock-based compensation expense from adjusted net income and adjusted EBITDA because the amount of non-cash expense associated with stock-based awards made at certain prices and points in time (a) do not necessarily reflect how the company’s business is performing at any particular time and (b) can vary significantly between periods due to the timing of new stock-based awards. These non-GAAP measures are not measurements of the Company’s financial performance under GAAP and have limitations as analytical tools. Accordingly, these non-GAAP financial measures should not be considered a substitute for, or superior to, net income or operating income or other financial measures calculated in accordance with GAAP. The Company cautions that other companies in Ellie Mae’s industry may calculate adjusted net income, EBITDA, adjusted EBITDA, and free cash flow differently than the Company does, further limiting their usefulness as a comparative measure. A reconciliation of net income to adjusted net income, EBITDA, adjusted EBITDA, and operating cash flow to free cash flow are included in the tables below.

Note Regarding Adjusted Net Income

Recent Compliance and Disclosure Interpretations published by the U.S. Securities and Exchange Commission in May of 2016 (the “May C&DI”) related to the use of non-GAAP financial measures would require the Company to include an additional adjustment to adjusted net income to reflect the income tax effects of the adjustments to GAAP net income (the “tax adjustment”), as discussed above. In reporting adjusted net income results and guidance for the third and fourth quarters of 2016 and full year 2016, the

Company has elected to present adjusted net income consistent with its historical practice, excluding the tax adjustment discussed in the May C&DI. The Company believes that maintaining consistency with its historical practice and previously reported 2016 financial outlook better allows the Company’s investors to evaluate financial performance. The Company will begin including the tax adjustments in the adjusted net income presentation beginning with the Company’s first quarter 2017 and full year guidance.

The estimated tax effects of the non-GAAP adjustments for the three and nine months ended September 30, 2016 would reduce adjusted net income by approximately $4.1 million or $0.12 per diluted share and $10.4 million or $0.33 per diluted share, respectively, and for the three and nine months ended September 30, 2015 would reduce adjusted net income by approximately $3.0 million or $0.10 per diluted share and $7.5 million or $0.24 per diluted share, respectively. For the fourth quarter and full year of 2016 outlook, the estimated adjustment is expected to reduce adjusted net income by $3.8 million to $4.0 million or $0.10 to $0.12 per diluted share and $14.9 million to $15.1 million or $0.45 to $0.46 per share, respectively.

Disclosure Information

Ellie Mae uses the investor relations section on its website as means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Ellie Mae’s investor relations website in addition to following Ellie Mae’s press releases, SEC filings, and public conference calls and webcasts.

About Ellie Mae

Ellie Mae (NYSE:ELLI) is a leading provider of innovative on-demand software solutions and services for the residential mortgage industry. Mortgage lenders of all sizes use Ellie Mae’s Encompass® all-in-one mortgage management solution, Mavent Compliance Service, and AllRegs research, reference and education resources to improve compliance, loan quality and efficiency across the entire mortgage lifecycle. Visit EllieMae.com or call (877) 355-4362 to learn more.

Forward-Looking Statements

This press release contains forward-looking statements under the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include projected revenue, net income, adjusted EBITDA, and adjusted net income for the fourth quarter and fiscal year 2016. These statements involve known and unknown risks, uncertainties, and other factors which may cause Ellie Mae’s results to be materially different than those expressed or implied in such statements. Such differences may be based on factors such as changes in the volume of residential mortgages in the United States; changes in other macroeconomic factors affecting the residential real estate industry; changes in strategic planning decisions by management; our ability to manage growth and expenses as we continue to scale our business; reallocation of internal resources; costs incurred and delays in developing new products; changes in anticipated rates of SaaS seat additions, and new customer acquisitions; the possibility that economic benefits of future opportunities may never materialize, including unexpected variations in market growth and

demand for the acquired products and technologies; delays and disruptions, including changing relationships with partners, customers, employees or suppliers; the satisfactory performance, reliability and availability of our products and services; the amount of costs incurred in connection with supporting and integrating new customers and partners; ongoing personnel and logistical challenges of managing a larger organization; changes in other macroeconomic factors affecting the residential real estate industry and other risk factors included in documents that Ellie Mae has filed with the Securities and Exchange Commission (“SEC”), including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2015 as updated from time to time by our quarterly reports on Form 10-Q and our other filings with the SEC. Other unknown or unpredictable factors also could have material adverse effects on Ellie Mae’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Ellie Mae cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Ellie Mae expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances, unless otherwise required by law.

IR CONTACTS:

Alex Hughes

VP of Investor Relations

Ellie Mae, Inc.

(925) 227-7079

IR@elliemae.com

Lisa Laukkanen

The Blueshirt Group for Ellie Mae, Inc.

(415) 217-4967

lisa@blueshirtgroup.com

PRESS CONTACT:

Erica Harvill

Ellie Mae, Inc.

(925) 227-5913

Erica.Harvill@elliemae.com

# # #

© 2016 Ellie Mae, Inc. Ellie Mae®, Encompass®, AllRegs®, DataTrac®, Ellie Mae Network™, Mavent®, Mortgage Returns®, Prospect Manager®, Total Quality Loan®, True CRM®, TQL®and the Ellie Mae logo are trademarks of Ellie Mae, Inc. or its subsidiaries. All rights reserved. Other company and product names may be trademarks or copyrights of their respective owners.

Ellie Mae, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
	September 30, 2016		December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	344,539	$	34,396
Short-term investments	43,688		48,975
Accounts receivable, net of allowance for doubtful accounts of $95 and $124 as of September 30, 2016 and December 31, 2015, respectively	47,835		28,568
Prepaid expenses and other current assets	11,254		9,874
Total current assets	447,316		121,813
Property and equipment, net	112,621		81,360
Long-term investments	44,010		55,473
Intangible assets, net	18,368		22,810
Deposits and other assets	8,967		8,888
Goodwill	74,547		74,547
Total assets	$	705,829	$	364,891
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,198	$	9,911
Accrued and other current liabilities	30,106		37,307
Deferred revenue	19,693		15,864
Total current liabilities	56,997		63,082
Leases payable, net of current portion	117		685
Other long-term liabilities	18,199		10,273
Total liabilities	75,313		74,040
Stockholders’ equity:
Common stock, $0.0001 par value per share; 140,000,000 authorized shares, 33,549,594 and 29,566,511 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively	3		3
Additional paid-in capital	597,811		285,342
Accumulated other comprehensive income (loss)	65		(257		)
Retained earnings	32,637		5,763
Total stockholders’ equity	630,516		290,851
Total liabilities and stockholders’ equity	$	705,829	$	364,891

Ellie Mae, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share amounts)
	Three Months ended September 30,					Nine Months ended September 30,
	2016			2015		2016		2015
Revenues	$	100,381		$	68,939	$	264,104	$	189,070
Cost of revenues(1)	32,218			22,441		87,302		60,653
Gross profit	68,163			46,498		176,802		128,417
Operating expenses:
Sales and marketing(1)	12,654			9,082		40,446		27,646
Research and development(1)	15,081			11,138		42,196		28,717
General and administrative(1)	19,360			16,658		52,885		43,109
Total operating expenses	47,095			36,878		135,527		99,472
Income from operations	21,068			9,620		41,275		28,945
Other income, net	204			154		565		439
Income before income taxes	21,272			9,774		41,840		29,384
Income tax provision	7,492			3,552		14,966		11,948
Net income	$	13,780		$	6,222	$	26,874	$	17,436
Net income per share of common stock:
Basic	$	0.43		$	0.21	$	0.88	$	0.60
Diluted	$	0.41		$	0.20	$	0.84	$	0.57
Weighted average common shares used in computing net income per share of common stock:
Basic	31,916,910			29,363,621		30,407,020		29,076,820
Diluted	33,482,533			31,005,651		32,039,083		30,773,353
Net income	$	13,780		$	6,222	$	26,874	$	17,436
Other comprehensive income, net of taxes:
Unrealized gain (loss) on investments	(107		)	27		322		157
Comprehensive income	$	13,673		$	6,249	$	27,196	$	17,593
(1)Includes stock-based compensation expense of the following for the periods presented:
Cost of revenues	$	1,381		$	761	$	3,483	$	2,189
Sales and marketing	1,243			783		3,180		1,973
Research and development	1,969			1,438		5,417		3,961
General and administrative	4,155			3,538		11,376		9,481
	$	8,748		$	6,520	$	23,456	$	17,604

Ellie Mae, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
	Nine Months ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	26,874		$	17,436
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	14,487			7,324
Provision for uncollectible accounts receivable	77			14
Amortization of intangible assets	4,442			3,689
Stock-based compensation expense	23,456			17,604
Excess tax benefit from stock-based compensation	(5,472		)	(3,828		)
Deferred income taxes	9,363			9,977
Loss on disposal of property and equipment	5			91
Amortization of investment premium	779			778
Changes in operating assets and liabilities:
Accounts receivable	(19,344		)	(8,535		)
Prepaid expenses and other current assets	(1,381		)	(394		)
Deposits and other assets	(2,298		)	(985		)
Accounts payable	(349		)	303
Accrued, other current and other liabilities	1,238			17,366
Deferred revenue	3,759			3,696
Net cash provided by operating activities	55,636			64,536
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(21,074		)	(20,677		)
Acquisition of internal-use software	(25,218		)	(20,706		)
Proceeds from sale of property and equipment	—			58
Purchases of investments	(49,201		)	(39,243		)
Maturities of investments	45,494			39,790
Sale of investments	20,000			—
Net cash used in investing activities	(29,999		)	(40,778		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital lease obligations	(2,954		)	(2,891		)
Proceeds from issuance of common stock under employee stock plans	15,339			12,770
Proceeds from issuance of common stock in public offering, net of issuance costs	271,411			—
Payments for repurchase of common stock	—			(8,830		)
Tax payments related to shares withheld for vested restricted stock units	(4,762		)	(2,974		)
Excess tax benefit from stock-based compensation	5,472			3,828
Net cash provided by financing activities	284,506			1,903
NET INCREASE IN CASH AND CASH EQUIVALENTS	310,143			25,661
CASH AND CASH EQUIVALENTS, Beginning of period	34,396			26,756
CASH AND CASH EQUIVALENTS, End of period	$	344,539		$	52,417

Ellie Mae, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
(UNAUDITED)
(in thousands)
	Nine Months ended September 30,
	2016		2015
Supplemental disclosure of cash flow information:
Cash paid for interest	$	213	$	101
Cash paid for income taxes	$	218	$	15
Supplemental disclosure of non-cash investing and financing activities:
Fixed asset purchases accrued but not paid	$	1,196	$	3,055
Stock-based compensation capitalized to property and equipment	$	1,927	$	705
Acquisition of property and equipment under capital leases	$	—	$	6,998

Ellie Mae, Inc.
NON-GAAP RECONCILIATION
(UNAUDITED)
(in thousands, except share and per share amounts)
	Three Months ended September 30,						Nine Months ended September 30,
	2016			2015			2016			2015
Net income	$	13,780		$	6,222		$	26,874		$	17,436
Depreciation	5,808			3,014			14,487			7,324
Amortization of intangible assets	1,493			1,178			4,442			3,689
Other income, net	(204		)	(154		)	(565		)	(439		)
Income tax provision	7,492			3,552			14,966			11,948
EBITDA	28,369			13,812			60,204			39,958
Stock-based compensation expense	8,748			6,520			23,456			17,604
Adjusted EBITDA	$	37,117		$	20,332		$	83,660		$	57,562
Net income	$	13,780		$	6,222		$	26,874		$	17,436
Stock-based compensation expense	8,748			6,520			23,456			17,604
Amortization of intangible assets	1,493			1,178			4,442			3,689
Adjusted net income	$	24,021		$	13,920		$	54,772		$	38,729
Shares used to compute adjusted net income per share
Basic	31,916,910			29,363,621			30,407,020			29,076,820
Diluted	33,482,533			31,005,651			32,039,083			30,773,353
Adjusted net income per share
Basic	$	0.75		$	0.47		$	1.80		$	1.33
Diluted	$	0.72		$	0.45		$	1.71		$	1.26
Net cash provided by operating activities	$	33,664		$	25,686		$	55,636		$	64,536
Acquisition of property and equipment and internal-use software, net	(14,353		)	(10,906		)	(46,292		)	(41,325		)
Free cash flow	$	19,311		$	14,780		$	9,344		$	23,211

Ellie Mae, Inc.
NON-GAAP RECONCILIATION
(UNAUDITED)
(in thousands, except share and per share amounts)
	Fourth Quarter 2016 Projected Range				Fiscal 2016 Projected Range
Net income	$	6,300	$	6,800	$	33,200	$	33,700
Depreciation	6,800		6,800		21,500		21,500
Amortization of intangible assets	1,500		1,500		5,900		5,900
Income tax provision/other	3,300		4,000		17,000		17,500
EBITDA	17,900		19,100		77,600		78,600
Stock-based compensation expense	9,000		9,200		32,000		32,200
Adjusted EBITDA	$	26,900	$	28,300	$	109,600	$	110,800
Net income	$	6,300	$	6,800	$	33,200	$	33,700
Stock-based compensation expense	9,000		9,200		32,000		32,200
Amortization of intangible assets	1,500		1,500		5,900		5,900
Adjusted net income	$	16,800	$	17,500	$	71,100	$	71,800
Shares used to compute non-GAAP net income per share
Basic	33,500,000		33,700,000		31,200,000		31,400,000
Diluted	35,200,000		35,400,000		32,800,000		33,000,000
Projected net income per share
Basic	$	0.19	$	0.20	$	1.06	$	1.07
Diluted	$	0.18	$	0.19	$	1.01	$	1.02
Adjusted net income per share
Basic	$	0.50	$	0.52	$	2.28	$	2.29
Diluted	$	0.48	$	0.49	$	2.17	$	2.18