10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

¨ 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: 001-36393

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	80-0957485
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

7501 W. Memorial Road

Oklahoma City, Oklahoma 73142

(Address, zip code of principal executive offices)

(405) 722-6900

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	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  ¨    No  x

As of April 30, 2014, the registrant had 51,041,157 shares of common stock outstanding.

Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Amendment No. 1”) is being filed solely to furnish the Interactive Data files as Exhibit 101 to the Company’s Quarterly Report on Form 10-Q that was originally filed with the Securities and Exchange Commission on May 21, 2014 (the “Form 10-Q”), in accordance with Rule 405 of Regulation S-T. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date of the Form 10-Q and no other changes have been made to the Form 10-Q.

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PART II – OTHER INFORMATION

Item 6. Exhibits

Exhibit No.	Description
2.1	Merger Agreement, by and among Paycom Software, Inc., Paycom Payroll Holdings, LLC, Paycom Payroll, LLC and Paycom Merger Sub, LLC, dated December 30, 2013 (incorporated by reference to Exhibit 2.4 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
2.2	Contribution Agreement, by and between WCAS Capital Partners, IV, L.P. and Paycom Software, Inc., dated December 30, 2013 (incorporated by reference to Exhibit 2.5 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
2.3	Contribution Agreement, by and among Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation and Paycom Software, Inc., dated December 30, 2013 (incorporated by reference to Exhibit 2.6 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
2.4	Contribution Agreement, by and among Paycom Software, Inc. and each of the signatories thereto, dated December 30, 2013 (incorporated by reference to Exhibit 2.7 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
3.1	Amended and Restated Certificate of Incorporation of Paycom Software, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
3.2	Bylaws of Paycom Software, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
4.2	Amended and Restated Stockholders’ Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
4.3	Registration Rights Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.1	Form of Indemnification Agreement between Paycom Software, Inc. and each of its directors (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.2	Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.3	Form of Restricted Stock Award Agreement (Post-IPO) (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.4	Form of Restricted Stock Award Agreement for Non-Executives (incorporated by reference to Exhibit 10.4 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
10.5	Form of Restricted Stock Award Agreement for Executives with Employment Agreements (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
10.6	Form of Restricted Stock Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
10.7	Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Chad Richison, dated December 30, 2013 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).

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Exhibit No.	Description
10.8	Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Craig E. Boelte, dated December 30, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.9	Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Jeffrey D. York, dated December 30, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.10	Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and William X. Kerber III, dated December 30, 2013 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
31.1*	Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer and Chief Financial Officer of the Company, 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 Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Label Linkbase Document.
101.PRE**	XBRL Taxonomy Presentation Linkbase Document.

* Previously filed or furnished, as applicable, as an exhibit to the Form 10-Q.

** Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

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SIGNATURES

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

	PAYCOM SOFTWARE, INC.
Date: June 12, 2014	By:	/s/ Chad Richison
		Chad Richison
		Chief Executive Officer and Director
		(Principal Executive Officer)
Date: June 12, 2014	By:	/s/ Craig E. Boelte
		Craig E. Boelte
		Chief Financial Officer
		(Principal Financial Officer)

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XML

Fair Value of Financial Instruments - Summary of Change in Fair Value of Level 3 Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 1,107	$ 1,767
Issuances
Change in fair value of derivative liability	(635)	(346)
Ending Balance	$ 472	$ 1,421

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax [Line Items]
Effective tax rate	42.47%	32.02%
Deferred tax liability charged on equity	$ 200,000
Pro forma federal, state and local income tax rate		46.90%
Income tax expense		$ 577,000

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Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended		1 Months Ended			1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2010 Oklahoma City Economic Development Trust [Member]	Mar. 31, 2014 Oklahoma City Economic Development Trust [Member]	Dec. 31, 2013 Oklahoma City Economic Development Trust [Member]	Mar. 31, 2010 Oklahoma City Economic Development Trust [Member] Minimum [Member] Job
Other Commitments [Line Items]
Up-front job creation payment from Trust			$ 2,000,000
Number of jobs created within a 5 year period						492
Average first year wage						37,000
Term of agreement			5 years
Capital investment in the project						15,000,000
Earned job creation payments				1,700,000	1,500,000
Operating lease expiration period	2014 to 2019
Operating lease rent expense	$ 600,000	$ 400,000

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Long-term Debt - Schedule of Long-term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Capitalization, Long-term Debt [Line Items]
Less: Unamortized debt discounts	$ (4,059)	$ (4,125)
Total long-term debt (including current portion)	86,317	81,965
Less: Current portion	(13,941)	(9,545)
Total long-term debt, net	72,376	72,420
2013 Construction Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan	13,518	9,127
2013 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan	11,858	11,963
Total long-term debt (including current portion)	13,500
2022 Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Related party note	18,807	18,807
Less: Unamortized debt discounts	(2,400)
Total long-term debt (including current portion)	14,700
2017 Related Party Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Related party note	$ 46,193	$ 46,193

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Future Annual Minimum Lease Payments

Future annual minimum lease payments under noncancellable operating leases with initial or remaining terms of one year or more at March 31, 2014 were as follows:

Year Ending December 31,	Operating
2014	$	2,391
2015		3,057
2016		2,776
2017		2,382
2018		1,648
Thereafter		751
Total minimum lease payments	$	13,005

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Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Numerator:
Net income	$ 1,060	$ 2,635
Net income attributable to non-controlling interest		(19)
Net income attributable to Paycom	$ 1,060	$ 2,616
Denominator:
Weighted average shares outstanding	45,721,584	44,560,053
Adjustment for vested restricted stock		297,735
Shares for calculating basic EPS	45,721,584	44,857,788
Weighted average shares outstanding	45,721,584	44,560,053
Dilutive effect of unvested restricted stock	2,649,585	3,357,958
Shares for calculating diluted EPS	48,371,169	47,918,011
Net income per share:
Basic	$ 0.02	$ 0.06
Diluted	$ 0.02	$ 0.05

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Fair Value of Financial Instruments - Summary of Fair Value of Financial Instruments Measured on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 472	$ 1,107
Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	472	1,107
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities
Level 1 [Member] | Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities
Level 2 [Member] | Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	472	1,107
Level 3 [Member] | Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 472	$ 1,107

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Commitments and Contingencies - Schedule of Future Annual Minimum Lease Payments (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Operating Leased Assets [Line Items]
2014	$ 2,391
2015	3,057
2016	2,776
2017	2,382
2018	1,648
Thereafter	751
Total minimum lease payments	$ 13,005

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FUNDS HELD FOR CLIENTS AND CLIENT FUNDS OBLIGATION

3 Months Ended

Mar. 31, 2014

FUNDS HELD FOR CLIENTS AND CLIENT FUNDS OBLIGATION

4. FUNDS HELD FOR CLIENTS AND CLIENT FUNDS OBLIGATION

As part of our payroll and tax filing application, we collect funds for federal, state and local employment taxes from clients, handle applicable regulatory tax filings, correspondence and amendments, remit the funds to appropriate tax agencies, and handle other employer-related services. Amounts collected by us from clients for their federal, state and local employment taxes earn interest during the interval between receipt and disbursement, as we invest these funds in money market funds and certificates of deposit. These collections from clients are typically disbursed from one to 30 days after receipt, with some funds being held for up to 120 days. These investments are shown in the Condensed Consolidated Balance Sheets as “Funds held for clients”, and the offsetting liability for the tax filings is shown as “Client funds obligation”. As of March 31, 2014 and December 31, 2013, the funds held for clients were invested in demand deposits, short-term certificates of deposit and money market funds. The interest earned on these funds is included in “Other income, net”, on the Condensed Consolidated Statements of Income.

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Earnings Per Share - Computation of Pro Forma Basic and Diluted Net Income Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Pro forma numerator:
Net income attributable to Paycom	$ 1,060	$ 2,616
Pro forma additional income tax expense		577
Pro forma net income attributable to Paycom	$ 1,060	$ 2,039
Pro forma denominator:
Pro forma weighted average shares outstanding	45,721,584	44,560,053
Adjustment for vested restricted stock		297,735
Pro forma shares for calculating basic EPS	45,721,584	44,857,788
Pro forma weighted average shares outstanding	45,721,584	44,560,053
Effect of dilutive restricted stock	2,649,585	3,357,958
Pro forma shares for calculating diluted EPS	48,371,169	47,918,011
Pro forma net income per share:
Basic	$ 0.02	$ 0.05
Diluted	$ 0.02	$ 0.04

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Goodwill and Intangible Assets, Net - Additional Information (Detail) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 51,889,000		$ 51,889,000
Goodwill, Impairment Loss			0
Weighted average remaining useful life	4 years 7 months 24 days
Amortization of intangible assets	$ 400,000	$ 400,000

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Property, Plant and Equipment - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property, Plant and Equipment [Line Items]
Interest cost paid	$ 200,000	$ 200,000
Interest cost capitalized	89,000	11,000
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,300,000	$ 900,000

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Stockholders' Equity and Incentive Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended	0 Months Ended			0 Months Ended
	Dec. 31, 2013	Mar. 31, 2014	Dec. 31, 2013 Common Stock [Member]	Dec. 31, 2013 Restricted Stock [Member]	Mar. 31, 2014 Restricted Stock [Member]	Apr. 21, 2014 Restricted Stock [Member] Subsequent Events [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion of units to shares			45,708,573	8,121,101
Reclassification adjustment recorded of deficit to additional paid in capital	$ 29.6
Total unrecognized compensation cost related to unvested restricted stock				$ 1.3	$ 1.2
Unrecognized compensation expected to be recognized		3 years 6 months
Number of restricted stock converted into common stock						217,378

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Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	4 years 7 months 24 days
Gross	$ 17,191	$ 17,191
Accumulated amortization	(10,885)	(10,482)
Net	6,306	6,709
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	3 years 3 months 18 days	3 years 6 months
Gross	13,997	13,997
Accumulated amortization	(9,448)	(9,098)
Net	4,549	4,899
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	8 years 3 months 18 days	8 years 6 months
Gross	3,194	3,194
Accumulated amortization	(1,437)	(1,384)
Net	$ 1,757	$ 1,810

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Goodwill and Intangible Assets, Net - Schedule of Estimated Amortization Expense of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
2014	$ 1,210
2015	1,613
2016	1,613
2017	913
2018	213
Thereafter	744
Net	$ 6,306	$ 6,709

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GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2014

GOODWILL AND INTANGIBLE ASSETS, NET

3. GOODWILL AND INTANGIBLE ASSETS, NET

We had goodwill of $51.9 million as of March 31, 2014 and December 31, 2013. We performed the required impairment test of goodwill for the year ended December 31, 2013 and determined there was no impairment for the year ended December 31, 2013.

All of the intangible assets are considered to have finite lives and, as such, are subject to amortization. The components of intangible assets were as follows:

	March 31, 2014
	Weighted Avg. Remaining				Accumulated
	Useful Life		Gross		Amortization			Net
	(Years)
Intangibles:
Customer relationships		3.3	$	13,997	$	(9,448	)	$	4,549
Trade name		8.3		3,194		(1,437	)		1,757
Total			$	17,191	$	(10,885	)	$	6,306

	December 31, 2013
	Weighted Avg. Remaining				Accumulated
	Useful Life		Gross		Amortization			Net
	(Years)
Intangibles:
Customer relationships		3.5	$	13,997	$	(9,098	)	$	4,899
Trade name		8.5		3,194		(1,384	)		1,810
Total			$	17,191	$	(10,482	)	$	6,709

The weighted average remaining useful life of the intangible assets was 4.65 years as of March 31, 2014. Amortization of intangible assets for the three months ended March 31, 2014 and 2013 was $0.4 million for both periods. Estimated amortization expense as of March 31, 2014 for our existing intangible assets for the next five years and thereafter was as follows:

Year Ending
December 31,	Amortization
2014	$	1,210
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	6,306

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Funds Held for Clients and Client Funds Obligation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2014
Accounts Payable And Accrued Expenses [Line Items]
Maximum holding period for funds collected from clients	120 days
Minimum [Member]
Accounts Payable And Accrued Expenses [Line Items]
Disbursement period of funds collected from clients	1 day
Maximum [Member]
Accounts Payable And Accrued Expenses [Line Items]
Disbursement period of funds collected from clients	30 days

XML

Fair Value of Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Fair Value Disclosures [Line Items]
Change in fair value of derivative liability recognized as other income, net	$ 0.6	$ 0.3

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Condensed Consolidated Balance Sheets (unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 13,125	$ 13,362
Restricted cash	369	369
Accounts receivable	737	1,705
Prepaid expenses	3,769	2,133
Inventory	452	578
Income tax receivable		150
Deferred tax assets	3,281	3,672
Current assets before funds held for clients	21,733	21,969
Funds held for clients	409,218	455,779
Total current assets	430,951	477,748
Property, plant and equipment, net of accumulated depreciation of $12.9 million and $11.5 million, respectively	42,514	38,671
Deposits and other assets	571	461
Goodwill	51,889	51,889
Intangible assets, net of accumulated amortization of $10.9 million and $10.5 million, respectively	6,306	6,709
Total assets	532,231	575,478
Current liabilities:
Accounts payable	3,310	5,020
Income tax payable	239
Accrued commissions and bonuses	985	3,598
Accrued payroll and vacation	2,176	3,087
Deferred revenue	1,591	1,582
Current portion of long-term debt	13,941	9,545
Accrued expenses and other current liabilities	6,809	4,372
Current liabilities before client funds obligation	29,051	27,204
Client funds obligation	409,218	455,779
Total current liabilities	438,269	482,983
Deferred tax liabilities	3,081	2,895
Long-term deferred revenue	11,979	10,990
Long-term debt, less current portion	11,435	11,545
Long-term debt to related parties	60,941	60,875
Derivative liability	472	1,107
Total long-term liabilities	87,908	87,412
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value (100,000,000 shares authorized, 45,726,857 and 45,708,573 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively)	457	457
Additional paid in capital	4,537	33,978
Retained earnings (accumulated deficit)	1,060	(29,349)
Total parent's stockholders' equity	6,054	5,086
Noncontrolling interest		(3)
Total stockholders' equity	6,054	5,083
Total liabilities and stockholders' equity	$ 532,231	$ 575,478

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Related-Party Transactions - Additional Information (Detail) (USD $)	3 Months Ended		0 Months Ended	3 Months Ended					3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 2022 Note [Member]	Mar. 31, 2014 2022 Note [Member]	Mar. 31, 2014 2017 Note [Member]	Mar. 31, 2014 Advantage [Member]	Mar. 31, 2013 Advantage [Member]	Mar. 31, 2014 Chief Sales Officer [Member]	Mar. 31, 2014 Former Employee [Member] Incentive
Related Party Transaction [Line Items]
Administrative expenses						$ 4,000	$ 2,000
Payments for rent	61,000	67,000
General partnership ownership interest in related party, percentage								0.01%
Limited partnership interest in related party, percentage								10.49%
Debt instrument maturity date			Apr. 03, 2022	Apr. 03, 2022	Apr. 03, 2017
Debt instrument, interest rate			10.00%	10.00%	14.00%
Number of incentive units purchased									2,605
Purchase price per incentive unit									$ 260.21
Incentive units purchased									$ 700,000

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CONSOLIDATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2014

CONSOLIDATION AND BASIS OF PRESENTATION

1. CONSOLIDATION AND BASIS OF PRESENTATION

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC were formed as Delaware entities on October 31, 2013, and December 23, 2013, respectively, in anticipation of an initial public offering (“IPO”) and were wholly-owned subsidiaries of Paycom Payroll, LLC (“Paycom”) prior to December 31, 2013.

On January 1, 2014, we consummated a reorganization pursuant to which: (i) affiliates of Welsh, Carson, Anderson & Stowe, L.P. contributed WCAS Paycom Holdings, Inc. (“WCAS Holdings”) and WCAS CP IV Blocker, Inc. (“CP IV Blocker”), which collectively own all of the Series A Preferred Units of Paycom Payroll Holdings, LLC (“Holdings”), to Software in exchange for shares of common stock of Software and (ii) the owners of outstanding Series B Preferred Units of Holdings contributed to Software Series B Preferred Units of Holdings for shares of common stock of Software. Immediately after these contributions, a wholly-owned subsidiary of Software merged with and into Holdings with Holdings surviving the merger. Upon consummation of the merger, the remaining holders of outstanding common and incentive units of Holdings received shares of common stock of Software for their common and incentive units by operation of Delaware law and Holdings’ ownership interest in Software was cancelled. Outstanding common units, Series B Preferred Units and WCAS Holdings and CP IV Blocker were contributed to Software in exchange for, or converted into, 45,708,573 shares of common stock and 8,121,101 shares of restricted stock of Software. Following these transactions, all outstanding Series C Preferred Units were eliminated in an intercompany transaction between Holdings and WCAS Holdings, and we assumed the 14% Note due 2017 issued by WCAS Holdings (the “2017 Note”). Following the reorganization, Software became a holding company with its principal asset being the Series A Preferred Units of Holdings (collectively, the “2014 Reorganization”).

Software’s acquisition of WCAS Holdings and Holdings in the 2014 Reorganization represented transactions under common control and were required to be retrospectively applied to the financial statements for all prior periods when the financial statements were issued for a period that included the date the transactions occurred. Therefore, our consolidated financial statements are presented as if WCAS Holdings and Holdings were wholly-owned subsidiaries in periods prior to the 2014 Reorganization. The acquisition of CP IV Blocker was not deemed to be a reorganization under common control and therefore our historical consolidated financial statements for periods prior to January 1, 2014 include the ownership of a minority equity interest in CP IV Blocker, which was eliminated upon the acquisition of CP IV Blocker on January 1, 2014.

Our unaudited interim condensed consolidated financial statements include the financial results of Software, WCAS Holdings, CP IV Blocker and Holdings, effective January 1, 2014. Intercompany balances and transactions were eliminated in consolidation.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer, prior to the 2014 Reorganization, to Holdings, Holdings’ consolidated subsidiaries and WCAS Holdings collectively, and, after the 2014 Reorganization, to Software and its consolidated subsidiaries.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial statements that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to fairly present our condensed consolidated financial position as of March 31, 2014 and December 31, 2013 and our condensed consolidated results of operations and cash flows for the periods ended March 31, 2014 and 2013. Such adjustments are of a normal recurring nature. The information in this Quarterly Report on Form 10-Q should be read in in conjunction with our final prospectus filed pursuant to Rule 424(b) (the “Prospectus”) with the SEC on April 15, 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from these estimates. Significant estimates include the useful life for long-lived and intangible assets, the life of our clients, the fair market value of our equity incentive awards and the fair value of our financial instruments. These estimates are based on historical experience where applicable and other assumptions that management believes are reasonable under circumstances. As such, actual results could materially differ from these estimates.

Segment Information

We operate in a single operating segment and a single reporting segment and all required financial segment information is presented in the condensed consolidated financial statements.

Subsequent Events

We have evaluated subsequent events for recognition or disclosure in our condensed consolidated financial statements and noted no subsequent events that would require adjustment to the condensed consolidated financial statements or additional disclosure other than the information disclosed herein. See “Note 13. Subsequent Events.”

Summary of Significant Accounting Policies

Software’s significant accounting policies discussed in Note 2 to its audited consolidated financial statements for the fiscal year December 31, 2013 included in the Prospectus filed with the SEC on April 15, 2014, have not changed.

Recently Issued and Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which added new disclosure requirements to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date and disclose the arrangements and the total outstanding amount of obligation for all parties. These disclosures are in addition to beginning after December 15, 2013. We adopted this new guidance for the three months ended March 31, 2014, which did not have a material impact on our condensed consolidated financial statements.

In July 2013, the FASB issued authoritative guidance which requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. We adopted this new guidance for the three months ended March 31, 2014, which did not have a material impact on our condensed consolidated financial statements.

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Long-term Debt - Additional Information (Detail) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Schedule Of Long Term Debt [Line Items]
Carrying value, long term debt	$ 86,317,000	$ 81,965,000
Fair value of long term debt including current maturities	$ 89,900,000	$ 84,900,000

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Long-term Debt

Our long-term debt consisted of the following:

	March 31,			December 31,
	2014			2013
Term note to bank due December 15, 2018 (1) (3)	$	11,858		$	11,963
Construction note to bank (2)(3)		13,518			9,127
Note to related party due April 3, 2017 (4)		46,193			46,193
Note to related party due April 3, 2022 (5)		18,807			18,807
Less: Unamortized debt discounts		(4,059	)		(4,125	)
Total long-term debt (including current portion)		86,317			81,965
Less: Current portion		(13,941	)		(9,545	)
Total long-term debt, net	$	72,376		$	72,420

(1) In December 2011, we consolidated pre-existing construction loans for the construction of a new corporate headquarters, processing center and gymnasium into a term note. As of March 31, 2014 and December 31, 2013, we had a term note with an outstanding principal amount of $11.9 million and $12.0 million, respectively, from Kirkpatrick Bank, due December 15, 2018 (the “2011 Consolidated Loan”). Under the 2011 Consolidated Loan, principal and interest is payable monthly based on a 20 year amortization rate of 5.0%. The 2011 Consolidated Loan is collateralized by a first mortgage covering our corporate headquarters and is secured by a first lien security interest in certain personal property relating to our corporate headquarters.

(2) In March 2013, we entered into a construction loan agreement for the construction of a second building at our corporate headquarters with Kirkpatrick Bank due May 1, 2015, which allowed for a maximum principal amount of $12.3 million (the “2013 Construction Loan”). Under the terms of the 2013 Construction Loan, the loan will be converted to long-term notes payable at the “Term Loan Commencement Date.” The “Term Loan Commencement Date” is defined as the first day of the first month after all of the following requirements are completed to the satisfaction of the lender: (i) the construction project has been substantially completed; (ii) we have delivered to the lender a final “as-built” survey of the mortgaged property, acceptable to the lender; (iii) we have delivered all necessary and required insurance covering the mortgaged property, acceptable to the lender; (iv) we have delivered the certificates of occupancy for the premises; and (v) we have accepted the building. The 2013 Construction Loan is secured by a first mortgage covering all of the second headquarters building and a first lien security interest in certain personal property relating to the second headquarters building. Under the 2013 Construction Loan, interest accrues monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum. Interest on the 2013 Construction Loan is payable monthly on the first day of each month. We estimate completion of the building will occur in July 2014.

In November 2013, we entered into a loan agreement for the purchase of approximately 18.3 acres for future expansion at our headquarters with Kirkpatrick Bank, which allowed for a maximum principal amount of $3.0 million (“2013 Land Loan”). Under the 2013 Land Loan, interest accrued monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4% per annum.

In December 2013, we consolidated the 2013 Construction Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount to $14.6 million. The 2013 Consolidated Loan is secured by a first mortgage covering all of the second headquarters building and a first lien security interest in certain personal property relating to the second headquarters building. Under the 2013 Consolidated Loan, interest accrues monthly at the Wall Street Journal U.S. Prime rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum. As of March 31, 2014, the 2013 Consolidated Loan had an outstanding principal amount of $13.5 million and availability of $1.1 million for future borrowings from Kirkpatrick Bank.

(3) The 2011 Consolidated Loan and the 2013 Consolidated Loan are subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of indebtedness (defined as current maturities of long-term debt, interest expense and distributions) to EBITDA of less than 1.5 to 1.0. As of March 31, 2014 and December 31, 2013, we were not in compliance with the financial covenant related to the debt coverage ratio. We obtained a letter of waiver from the lender that excludes this item from the calculation as of March 31, 2014 and December 31, 2013 and which remains in effect through April 30, 2015.

(4) In connection with the 2014 Reorganization, we assumed the 2017 Note that was issued by WCAS Holdings payable to Welsh, Carson, Anderson & Stowe X, L.P., a related party (“WCAS X”). As of March 31, 2014, the outstanding principal amount of the 2017 Note was $46.2 million (which excluded accrued interest of $1.6 million). The 2017 Note is due on April 3, 2017 and interest is payable at a rate of 14% per annum, payable semiannually in arrears on June 30 and December 31 of each year. We may, at our option, choose to defer all or a portion of the accrued interest on the note that is due and payable on any payment date, provided that such amount of accrued interest shall be added to the principal amount of the note on such interest payment date (with the accrued but unpaid interest bearing interest at an annual rate of 14.0%). As of March 31, 2014 and December 31, 2013, we had elected to pay accrued interest in cash.

(5) In April 2012, we entered into a 10% Senior Note due 2022 (the “2022 Note”) with WCAS Capital Partners IV, L.P., a related party (“WCAS CP IV”). As of December 31, 2013 and March 31, 2014, the outstanding principal amount of the 2022 Note was $14.7 million (which included an unamortized discount of $4.1 million). The 2022 Note is due on April 3, 2022 and interest accrues at a rate of 10% per annum, payable semiannually in arrears on December 31st and June 30th of each year. We may, at our option, choose to defer all or a portion of the accrued interest on the note that is due and payable on any payment date, provided that such amount of accrued interest shall be multiplied by 1.3 and added to the principal amount of the note on such interest payment date (with the result that such interest shall have accrued at an effective rate of 13.0% instead of 10.0% through such payment date). As of March 31, 2014 and December 31, 2013, we had elected to pay accrued interest in cash.

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Employee Savings Plan - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Defined Contribution Plans Disclosure [Line Items]
401(k) eligibility minimum service period	90 days
401(k) description of plan contributions	Contribution equal to 100% of the first 1% of salary deferrals and 50% of salary deferrals between 2% and 6%, up to a maximum of 3.5% of salary each plan year for our employees
Employee vested percentage in salary deferrals and roll over contributions	100.00%
Minimum period for vesting 100% contributions	2 years
Discretionary contributions vested period	6 years
Matching contribution amount	$ 0.5	$ 0.4
One Hundred Percent Match For Percent Of Participants Contribution [Member]
Defined Contribution Plans Disclosure [Line Items]
Employer contribution percentage	100.00%
Percentage of salary deferrals	1.00%
50%t Matching Contribution [Member]
Defined Contribution Plans Disclosure [Line Items]
Employer contribution percentage	50.00%
Two Years Of Service [Member]
Defined Contribution Plans Disclosure [Line Items]
Matching contributions, vesting percentage	100.00%
Minimum [Member]
Defined Contribution Plans Disclosure [Line Items]
401(k) eligible age of employee	21 years
Minimum [Member] | 50%t Matching Contribution [Member]
Defined Contribution Plans Disclosure [Line Items]
Percentage of salary deferrals	2.00%
Maximum [Member]
Defined Contribution Plans Disclosure [Line Items]
Percentage of salary deferrals	3.50%
Maximum [Member] | 50%t Matching Contribution [Member]
Defined Contribution Plans Disclosure [Line Items]
Percentage of salary deferrals	6.00%

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2014

Computation of Basic and Diluted Net Income Per Share

The following is a reconciliation of net income and the shares of common stock used in the computation of basic and diluted net earnings per share:

	Three Months Ended
	March 31, 2014		March 31, 2013
Numerator:
Net income	$	1,060	$	2,635
Net income attributable to non-controlling interest		—		(19	)
Net income attributable to Paycom	$	1,060	$	2,616
Denominator:
Weighted average shares outstanding		45,721,584		44,560,053
Adjustment for vested restricted stock		—		297,735
Shares for calculating basic EPS		45,721,584		44,857,788
Weighted average shares outstanding		45,721,584		44,560,053
Dilutive effect of unvested restricted stock		2,649,585		3,357,958
Shares for calculating diluted EPS		48,371,169		47,918,011
Net income per share:
Basic	$	0.02	$	0.06
Diluted	$	0.02	$	0.05

Pro Forma [Member]

Computation of Basic and Diluted Net Income Per Share

The following is a reconciliation of pro forma net income for the three months ended March 31, 2013 and the shares of restricted stock used in the computation of pro forma basic and diluted net income per share:

	Three Months Ended
	March 31, 2013
Pro forma numerator:
Net income attributable to Paycom	$	2,616
Pro forma additional income tax expense (Note 12)		577
Pro forma net income attributable to Paycom (Note 12)	$	2,039
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053
Adjustment for vested restricted stock		297,735
Pro forma shares for calculating basic EPS		44,857,788
Pro forma weighted average shares outstanding		44,560,053
Effect of dilutive restricted stock		3,357,958
Pro forma shares for calculating diluted EPS		47,918,011
Pro forma net income per share:
Basic	$	0.05
Diluted	$	0.04

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2014

PROPERTY, PLANT AND EQUIPMENT

2. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and accumulated depreciation were as follows:

	March 31,			December 31,
	2014			2013
Property, plant and equipment
Buildings	$	14,828		$	14,828
Software and capitalized software costs		6,164			5,578
Computer equipment		5,587			4,832
Rental clocks		5,343			4,865
Furniture, fixtures and equipment		3,279			3,189
Vehicles		421			421
Leasehold improvements		142			135
		35,764			33,848
Less: accumulated depreciation		(12,857	)		(11,540	)
		22,907			22,308
Land		8,993			8,993
Construction in process		10,614			7,370
Property, plant and equipment, net	$	42,514		$	38,671

Rental clocks included in property, plant and equipment, net represent time clocks issued to clients under month-to-month operating leases. As such, these items are transferred from inventory to fixed assets and depreciated over their estimated useful lives.

Depreciation expense for property, plant and equipment, net was $1.3 million and $0.9 million for the three months ended March 31, 2014 and 2013, respectively.

We capitalize interest incurred under our indebtedness related to construction of our principal executive offices. For the three months ended March 31, 2014 and 2013, we paid interest costs of $0.2 million and $0.2 million, respectively, of which $89 thousand and $11 thousand, respectively, was capitalized.

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Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accumulated depreciation	$ 12,857	$ 11,540
Accumulated amortization	$ 10,885	$ 10,482
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	45,726,857	45,708,573
Common stock, shares outstanding	45,726,857	45,708,573

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INCOME TAXES

3 Months Ended

Mar. 31, 2014

INCOME TAXES

12. INCOME TAXES

The provision for income taxes is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items. Significant management judgment is required in estimating operating income in order to determine our estimated effective income tax rate. The effective income tax rate was 42.47% and 32.02% for the three months ended March 31, 2014 and 2013, respectively. The higher effective income tax rate for the three months ended March 31, 2014 is primarily a result of our 2014 Reorganization, as the 2013 effective income tax rate only includes WCAS Holdings which has historically been treated as a consolidated corporation that is taxed under Subchapter C of the United States Internal Revenue Code of 1986, as amended (a “Subchapter C Corporation”).

As a result of the 2014 Reorganization, we are treated as a Subchapter C Corporation and, therefore, subject to both federal and state income taxes. Holdings continues to be recognized as a wholly-owned partnership for income tax purposes. Accordingly, we recorded a one-time non-cash charge to equity of $0.2 million during the three months ended March 31, 2014, for the amount of the deferred tax liability amount resulting from the exchange of common units, incentive units and Series B Preferred Units of Holdings for stock of Software as part of the 2014 Reorganization.

Pro Forma Income Tax Expense

In connection with the 2014 Reorganization, we became taxed as a Subchapter C Corporation effective January 1, 2014. The pro forma net income applied in computing the pro forma EPS for the three months ended March 31, 2013 is based on our historical net income as adjusted to reflect our conversion to a Subchapter C Corporation as if it had occurred as of January 1, 2013. The pro forma net income includes an adjustment to income tax expense, the amount of which was determined at an assumed federal, state and local income tax rate of 46.9%, which resulted in an incremental pro forma income tax expense of $0.6 million for the three months ended March 31, 2013.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	PAYC
Entity Registrant Name	Paycom Software, Inc.
Entity Central Index Key	0001590955
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		51,041,157

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2014

SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

On April 21, 2014, we closed our initial public offering whereby an aggregate of 7,641,750 shares of the Company’s common stock were sold to the public (including 4,606,882 shares of common stock issued and sold by the Company and 3,034,868 shares of common stock sold by certain named selling stockholders) at a public offering price of $15.00 per share. We did not receive any proceeds from the sale of shares by the selling stockholders. The total gross proceeds we received from the offering were $69.1 million. After deducting underwriting discounts and commissions and offering expenses payable by us, the aggregate net proceeds we received totaled approximately $64.3 million. We used all of the net proceeds from the offering, together with approximately $3.3 million from existing cash, for the repayment in full of the 2022 Note and the 2017 Note.

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Condensed Consolidated Statements of Income (unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues
Recurring	$ 36,454	$ 27,204
Implementation and other	531	373
Total revenues	36,985	27,577
Cost of revenues
Operating expenses	6,292	4,434
Depreciation	630	411
Total cost of revenues	6,922	4,845
Administrative expenses
Sales and marketing	15,681	9,858
Research and development	882	455
General and administrative	9,268	5,996
Depreciation and amortization	1,091	884
Total administrative expenses	26,922	17,193
Total operating expenses	33,844	22,038
Operating income	3,141	5,539
Interest expense	(2,067)	(2,274)
Other income, net	769	611
Income before income taxes	1,843	3,876
Provision for income taxes	783	1,241
Net income	1,060	2,635
Net income attributable to the noncontrolling interest		19
Net income attributable to Paycom	1,060	2,616
Pro forma additional income tax expense		577
Pro forma net income	$ 1,060	$ 2,039
Net income per share, basic	$ 0.02	$ 0.06
Net income per share, diluted	$ 0.02	$ 0.05
Pro forma net income per share, basic	$ 0.02	$ 0.05
Pro forma net income per share, diluted	$ 0.02	$ 0.04
Weighted average shares outstanding:
Basic	45,721,584	44,857,788
Diluted	48,371,169	47,918,011
Pro Forma weighted average shares outstanding:
Basic	45,721,584	44,857,788
Diluted	48,371,169	47,918,011

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, funds held for clients, client fund obligations, long-term debt and derivative liability. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, funds held for clients and client fund obligations approximates fair value because of the short-term nature of the instruments.

We measure certain financial assets and liabilities at fair value at each reporting period. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value are as follow:

Level 1—Unadjusted observable inputs that reflect quoted prices in active markets

Level 2—Input other than quoted prices in active markets that are directly or indirectly observable

Level 3—Unobservable inputs that are supported by little or no market activity

We use observable data, when available. During the three months ended March 31, 2014 and 2013, we did not have any transfers between Levels 1, 2 or 3 in the three-tier fair value hierarchy.

The following tables provide a summary of the fair value of financial instruments that are measured on a recurring basis using the above input categories:

	March 31, 2014
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	472	$	472
	$	—	$	—	$	472	$	472
	December 31, 2013
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	1,107	$	1,107
	$	—	$	—	$	1,107	$	1,107

The derivative liability related to the 2022 Note is classified as a Level 3 derivative due to valuation based upon significant unobservable inputs. See “Note 5. Long-Term Debt” for additional information.

The key inputs used to calculate the fair value of the embedded derivative are: probability of exit, remaining term, yield volatility, credit spread, and risk-free rate. In general, increases in the probability of exit, credit spread, and risk-free rate would increase the value of the embedded derivative. Conversely, increases in the remaining term and yield volatility would decrease the value of the embedded derivative.

Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments were as follows:

	March 31, 2014
	Valuation Technique	Key Inputs	Range
Derivative Liability	Lattice Model	Probability of exit	95%
		Remaining term	0.3 years - 8 years
		Yield Volatility	21.9%
		Credit Spread	8.30%
		Risk-free rate	0.05% - 2.45%
	December 31, 2013
	Valuation Technique	Key Inputs	Range
Derivative Liability	Lattice Model	Probability of exit	90%
		Remaining term	0.8 years - 8.3 years
		Yield Volatility	21.4% - 31.1%
		Credit Spread	8.90%
		Risk-free rate	0.13% - 2.45%

The following table summarizes the change in fair value of our Level 3 financial instruments for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
Beginning Balance	$	1,107		$	1,767
Issuances		—			—
Change in fair value of derivative liability		(635	)		(346	)
Ending Balance	$	472		$	1,421

Total change in fair value of derivative liability recognized as “Other income, net” in the Condensed Consolidated Statements of Income was $0.6 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively.

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EMPLOYEE SAVINGS PLAN

3 Months Ended

Mar. 31, 2014

EMPLOYEE SAVINGS PLAN

6. EMPLOYEE SAVINGS PLAN

Our employees that are over the age of 21 and have completed 90 days of service are eligible to participate in our 401(k) plan. We have made a Qualified Automatic Contribution Arrangement (“QACA”) election, whereby we make a matching contribution equal to 100% of the first 1% of salary deferrals and 50% of salary deferrals between 2% and 6%, up to a maximum of 3.5% of salary each plan year for our employees. We are allowed to make additional discretionary matching contributions and discretionary profit sharing contributions. Employees are 100% vested in amounts attributable to salary deferrals and rollover contributions. The QACA matching contributions will be 100% vested after two years of employment from the date of hire. If an employee terminates service prior to completing two years of employment, the employee will not be vested in these contributions. The discretionary contributions are vested over a six year period. Matching contributions amounted to $0.5 million and $0.4 million for the three months ended March 31, 2014 and 2013, respectively.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Fair Value of Financial Instruments Measured on Recurring Basis

The following tables provide a summary of the fair value of financial instruments that are measured on a recurring basis using the above input categories:

	March 31, 2014
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	472	$	472
	$	—	$	—	$	472	$	472
	December 31, 2013
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	1,107	$	1,107
	$	—	$	—	$	1,107	$	1,107

Schedule of Fair Value Inputs Liabilities Quantitative Information

Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments were as follows:

	March 31, 2014
	Valuation Technique	Key Inputs	Range
Derivative Liability	Lattice Model	Probability of exit	95%
		Remaining term	0.3 years - 8 years
		Yield Volatility	21.9%
		Credit Spread	8.30%
		Risk-free rate	0.05% - 2.45%
	December 31, 2013
	Valuation Technique	Key Inputs	Range
Derivative Liability	Lattice Model	Probability of exit	90%
		Remaining term	0.8 years - 8.3 years
		Yield Volatility	21.4% - 31.1%
		Credit Spread	8.90%
		Risk-free rate	0.13% - 2.45%

Summary of Change in Fair Value of Level 3 Financial Instruments

The following table summarizes the change in fair value of our Level 3 financial instruments for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
Beginning Balance	$	1,107		$	1,767
Issuances		—			—
Change in fair value of derivative liability		(635	)		(346	)
Ending Balance	$	472		$	1,421

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CONSOLIDATION AND BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2014

The Reorganization

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC were formed as Delaware entities on October 31, 2013, and December 23, 2013, respectively, in anticipation of an initial public offering (“IPO”) and were wholly-owned subsidiaries of Paycom Payroll, LLC (“Paycom”) prior to December 31, 2013.

On January 1, 2014, we consummated a reorganization pursuant to which: (i) affiliates of Welsh, Carson, Anderson & Stowe, L.P. contributed WCAS Paycom Holdings, Inc. (“WCAS Holdings”) and WCAS CP IV Blocker, Inc. (“CP IV Blocker”), which collectively own all of the Series A Preferred Units of Paycom Payroll Holdings, LLC (“Holdings”), to Software in exchange for shares of common stock of Software and (ii) the owners of outstanding Series B Preferred Units of Holdings contributed to Software Series B Preferred Units of Holdings for shares of common stock of Software. Immediately after these contributions, a wholly-owned subsidiary of Software merged with and into Holdings with Holdings surviving the merger. Upon consummation of the merger, the remaining holders of outstanding common and incentive units of Holdings received shares of common stock of Software for their common and incentive units by operation of Delaware law and Holdings’ ownership interest in Software was cancelled. Outstanding common units, Series B Preferred Units and WCAS Holdings and CP IV Blocker were contributed to Software in exchange for, or converted into, 45,708,573 shares of common stock and 8,121,101 shares of restricted stock of Software. Following these transactions, all outstanding Series C Preferred Units were eliminated in an intercompany transaction between Holdings and WCAS Holdings, and we assumed the 14% Note due 2017 issued by WCAS Holdings (the “2017 Note”). Following the reorganization, Software became a holding company with its principal asset being the Series A Preferred Units of Holdings (collectively, the “2014 Reorganization”).

Software’s acquisition of WCAS Holdings and Holdings in the 2014 Reorganization represented transactions under common control and were required to be retrospectively applied to the financial statements for all prior periods when the financial statements were issued for a period that included the date the transactions occurred. Therefore, our consolidated financial statements are presented as if WCAS Holdings and Holdings were wholly-owned subsidiaries in periods prior to the 2014 Reorganization. The acquisition of CP IV Blocker was not deemed to be a reorganization under common control and therefore our historical consolidated financial statements for periods prior to January 1, 2014 include the ownership of a minority equity interest in CP IV Blocker, which was eliminated upon the acquisition of CP IV Blocker on January 1, 2014.

Our unaudited interim condensed consolidated financial statements include the financial results of Software, WCAS Holdings, CP IV Blocker and Holdings, effective January 1, 2014. Intercompany balances and transactions were eliminated in consolidation.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer, prior to the 2014 Reorganization, to Holdings, Holdings’ consolidated subsidiaries and WCAS Holdings collectively, and, after the 2014 Reorganization, to Software and its consolidated subsidiaries.

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial statements that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to fairly present our condensed consolidated financial position as of March 31, 2014 and December 31, 2013 and our condensed consolidated results of operations and cash flows for the periods ended March 31, 2014 and 2013. Such adjustments are of a normal recurring nature. The information in this Quarterly Report on Form 10-Q should be read in in conjunction with our final prospectus filed pursuant to Rule 424(b) (the “Prospectus”) with the SEC on April 15, 2014.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from these estimates. Significant estimates include the useful life for long-lived and intangible assets, the life of our clients, the fair market value of our equity incentive awards and the fair value of our financial instruments. These estimates are based on historical experience where applicable and other assumptions that management believes are reasonable under circumstances. As such, actual results could materially differ from these estimates.

Segment Information

Segment Information

We operate in a single operating segment and a single reporting segment and all required financial segment information is presented in the condensed consolidated financial statements.

Subsequent Events

Subsequent Events

We have evaluated subsequent events for recognition or disclosure in our condensed consolidated financial statements and noted no subsequent events that would require adjustment to the condensed consolidated financial statements or additional disclosure other than the information disclosed herein. See “Note 13. Subsequent Events.”

Recently Issued and Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which added new disclosure requirements to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date and disclose the arrangements and the total outstanding amount of obligation for all parties. These disclosures are in addition to beginning after December 15, 2013. We adopted this new guidance for the three months ended March 31, 2014, which did not have a material impact on our condensed consolidated financial statements.

In July 2013, the FASB issued authoritative guidance which requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. We adopted this new guidance for the three months ended March 31, 2014, which did not have a material impact on our condensed consolidated financial statements.

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RELATED-PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2014

RELATED-PARTY TRANSACTIONS

10. RELATED-PARTY TRANSACTIONS

During the three months ended March 31, 2014 and 2013, we paid Advantage Benefits Plus (“Advantage”) a total of $4 thousand and $2 thousand, respectively, for administering the Company’s employee cafeteria plan. Employee payroll deductions are sent to Advantage and we are billed monthly for an administrative fee. Advantage is owned by the spouse of Craig E. Boelte, our Chief Financial Officer.

In addition, during the three months ended March 31, 2014 and 2013, we paid rent on our Dallas office space in the amounts of $61 thousand and $67 thousand, respectively. The Dallas office building is owned by 417 Oakbend, LP, a Texas limited partnership. Jeff York, our Chief Sales Officer, owns a .01% general partnership interest and a 10.49% limited partnership interest in 417 Oakbend, LP.

In connection with the corporate reorganization in April 2012, we entered into the 2022 Note with WCAS CP IV, a related party. The 2022 Note is due on April 3, 2022 and interest accrues at a rate of 10% per annum, payable semiannually in arrears on June 30th and December 31st of each year. See “Note 5. Long-Term Debt” for additional information concerning the 2022 Note.

In connection with the 2014 Reorganization, we assumed the 2017 Note that was issued by WCAS Holdings payable to WCAS X. The 2017 Note is due on April 3, 2017 and accrues interest at a rate of 14% per annum, payable semiannually in arrears on June 30th and December 31st of each year. See “Note 5. Long-Term Debt” for additional information concerning the 2017 Note.

We entered into a Limited Liability Company Unit Redemption Agreement, effective as of January 26, 2013, pursuant to which we purchased 2,605 incentive units from a former employee at a purchase price of $260.21 per unit, which price was based on a third party appraisal and an internal appraisal. The incentive units were purchased from the former employee for an aggregate purchase price of approximately $0.7 million. The former employee is the brother of William X. Kerber III, our Chief Information Officer.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2014

EARNINGS PER SHARE

8. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is based on the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed in a similar manner to basic EPS after assuming the issuance of shares of common stock for all potentially dilutive shares of restricted stock whether or not they are vested.

Under the 2014 Reorganization, all the outstanding common units, Series B Preferred Units and incentive units of Holdings were exchanged for, or converted into, 45,708,573 shares of our common stock and 8,121,101 shares of our restricted stock as of January 1, 2014.

The following is a reconciliation of net income and the shares of common stock used in the computation of basic and diluted net earnings per share:

	Three Months Ended
	March 31, 2014		March 31, 2013
Numerator:
Net income	$	1,060	$	2,635
Net income attributable to non-controlling interest		—		(19	)
Net income attributable to Paycom	$	1,060	$	2,616
Denominator:
Weighted average shares outstanding		45,721,584		44,560,053
Adjustment for vested restricted stock		—		297,735
Shares for calculating basic EPS		45,721,584		44,857,788
Weighted average shares outstanding		45,721,584		44,560,053
Dilutive effect of unvested restricted stock		2,649,585		3,357,958
Shares for calculating diluted EPS		48,371,169		47,918,011
Net income per share:
Basic	$	0.02	$	0.06
Diluted	$	0.02	$	0.05

The following is a reconciliation of pro forma net income for the three months ended March 31, 2013 and the shares of restricted stock used in the computation of pro forma basic and diluted net income per share:

	Three Months Ended
	March 31, 2013
Pro forma numerator:
Net income attributable to Paycom	$	2,616
Pro forma additional income tax expense (Note 12)		577
Pro forma net income attributable to Paycom (Note 12)	$	2,039
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053
Adjustment for vested restricted stock		297,735
Pro forma shares for calculating basic EPS		44,857,788
Pro forma weighted average shares outstanding		44,560,053
Effect of dilutive restricted stock		3,357,958
Pro forma shares for calculating diluted EPS		47,918,011
Pro forma net income per share:
Basic	$	0.05
Diluted	$	0.04

For the three months ended March 31, 2014, there was no difference between net income and pro forma net income. See “Note 12. Income Taxes” for additional information regarding pro forma income tax expense.

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STOCKHOLDERS' EQUITY AND INCENTIVE COMPENSATION

3 Months Ended

Mar. 31, 2014

STOCKHOLDERS' EQUITY AND INCENTIVE COMPENSATION

9. STOCKHOLDERS’ EQUITY AND INCENTIVE COMPENSATION

Stockholders’ Equity

Series B Preferred Units were non-voting units, entitled to receive distributions only after certain conditions were met. Common units were voting units. Incentive units were non-voting units reserved for issuance to our employees, officers, directors and other service providers.

On January 1, 2014, we consummated the 2014 Reorganization, pursuant to which: (i) affiliates of Welsh, Carson, Anderson & Stowe, L.P. contributed WCAS Holdings and CP IV Blocker, which collectively own all of the Series A Preferred Units of Holdings, to Software in exchange for shares of common stock of Software and (ii) the owners of outstanding Series B Preferred Units of Holdings contributed to Software Series B Preferred Units of Holdings for shares of common stock of Software. Immediately after these contributions, Paycom Software Merger Sub, LLC, a wholly-owned subsidiary of Software, merged with and into Holdings with Holdings surviving the merger. Upon consummation of the merger, the remaining holders of outstanding common and incentive units of Holdings received shares of common stock of Software for their common and incentive units by operation of Delaware law and Holdings’ ownership interest in Software was cancelled. Outstanding common units, Series B Preferred Units and WCAS Holdings and CP IV Blocker were contributed to Software in exchange for, or converted into, 45,708,573 shares of common stock and 8,121,101 shares of restricted stock of Software.

The shares of restricted stock were issued subject to various vesting conditions. A portion of the restricted stock is subject to time-based vesting conditions, while the remaining portion is subject to performance-based vesting conditions. The performance-based vesting conditions are based on the Company’s total enterprise value exceeding certain specified thresholds. For additional information concerning the vesting conditions of the restricted stock, see “Executive Compensation—Narrative Discussion Regarding Summary Compensation Table—Equity Incentive Units and Restricted Stock Awards” included in the Prospectus filed with the SEC on April 15, 2014.

Following these transactions, all outstanding Series C Preferred Units were eliminated in an intercompany transaction between Holdings and WCAS Holdings, and we assumed the 2017 Note. As a result of the 2014 Reorganization, we recorded a one-time reclassification of $29.6 million of historical accumulated deficit to additional paid in capital on January 1, 2014. Software became a holding company with its principal asset being the Series A Preferred Units of Holdings following the 2014 Reorganization.

As of March 31, 2014 and December 31, 2013, there was $1.2 million and $1.3 million, respectively, of total unrecognized compensation costs related to unvested restricted stock issued to employees. The unrecognized compensation cost is expected to be recognized over a weighted average period of 3.5 years. On April 21, 2014, 217,378 shares of restricted stock automatically converted into shares of common stock.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2014

COMMITMENTS AND CONTINGENCIES

11. COMMITMENTS AND CONTINGENCIES

In March 2010, we entered into a funding agreement with the Oklahoma City Economic Development Trust (the “Trust”) and the city of Oklahoma City. The Trust provided $2.0 million as an up-front job creation payment for the construction of certain public infrastructure improvements related to our new principal executive offices in northwest Oklahoma City. In exchange for the funding, we agreed to create at least 492 jobs over a five year period, with an average first year salary in excess of $37 thousand and make a minimum capital investment in the project of at least $15.0 million. We further agreed that we would be responsible for repayment of any amount that was not offset by earned job creation payments. As of March 31, 2014 and December 31, 2013, we had earned $1.7 million and $1.5 million, respectively. We believe that we will fulfill the obligations under this agreement within the time frame specified.

In July 2013, Dr. Lakshmi Arunachalam filed a complaint against us in the U.S. District Court for the District of Delaware alleging that Paycom infringes on U.S. Patent No. 8,244,833 assigned to her. The complaint seeks a permanent injunction, damages, and attorneys’ fees should Paycom be found to infringe. Dr. Arunachalam has asserted similar claims in Delaware for the alleged infringement of the same patent against other payroll processing companies. Dr. Arunachalam has also accused various other entities of infringing related U.S. patents. On October 4, 2013, Paycom filed an answer, affirmative defenses and counterclaims to the complaint. Paycom denied all claims made against it by Dr. Arunachalam in her complaint, asserted various defenses and counterclaims for non-infringement and challenged the validity and enforceability of U.S. Patent No. 8,244,833. Dr. Arunachalam filed a reply to Paycom’s counterclaim on October 28, 2013 and denied non-infringement and invalidity. Dr. Arunachalam subsequently assigned her patent to Pi-Net International, Inc. The initial lawsuit was dismissed and a complaint was filed by Pi-Net International, Inc. on April 18, 2014, along with the claims of infringement of two additional patents, U.S. Patent No. 5,987,500 and U.S. Patent No. 8,108,492. We believe that this litigation is without merit and intend to vigorously defend ourselves in this matter.

We are involved in various other legal proceedings in the ordinary course of business. Although we cannot predict the outcome of these proceedings, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Operating Leases

We lease office space under several noncancellable operating leases with contractual terms expiring from 2014 to 2019. Minimum rent expenses are recognized over the lease term. The lease term is defined as the fixed noncancellable term of the lease plus all periods, if any, for which failure to renew the lease imposes a penalty on us in an amount that a renewal appears, at the inception of the lease, to be reasonably assured. When a lease contains a predetermined fixed escalation of the minimum rent, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and the amount payable under the lease as a liability.

Future annual minimum lease payments under noncancellable operating leases with initial or remaining terms of one year or more at March 31, 2014 were as follows:

Year Ending December 31,	Operating
2014	$	2,391
2015		3,057
2016		2,776
2017		2,382
2018		1,648
Thereafter		751
Total minimum lease payments	$	13,005

Rent expense under operating leases for the three months ended March 31, 2014 and 2013 was $0.6 million and $0.4 million, respectively.

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Long-term Debt - Schedule of Long-term Debt (Parenthetical) (Detail) (USD $)	0 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 PrincipalAmount	Dec. 31, 2013
Schedule of Capitalization, Long-term Debt [Line Items]
Carrying value, long term debt	$ 86,317,000	$ 86,317,000	$ 81,965,000
Debt instrument, restrictive covenants		Maintaining a debt coverage ratio of indebtedness (defined as current maturities of long-term debt, interest expense and distributions) to EBITDA of less than 1.5 to 1.0.
Notes issued at discount	4,059,000	4,059,000	4,125,000
2013 Construction Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term debt	12,300,000	12,300,000
Debt Instrument, Interest Rate Terms		U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum.
Debt instrument, basis spread on variable rate		0.50%
Debt instrument, interest rate, stated percentage rate range, minimum		4.00%
2013 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Dec. 15, 2018
Carrying value, long term debt	13,500,000	13,500,000
Long-term debt	14,600,000	14,600,000
Debt Instrument, Interest Rate Terms		U.S. Prime rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum.
Debt instrument, basis spread on variable rate		0.50%
Debt instrument, interest rate, stated percentage rate range, minimum		4.00%
Availability of future borrowings	1,100,000	1,100,000
2022 Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Apr. 03, 2022	Apr. 03, 2022
Carrying value, long term debt	14,700,000	14,700,000
Debt instrument, interest rate	10.00%	10.00%
Debt instrument accrued interest	4,100,000	4,100,000
Interest payments		Payable semiannually in arrears on December 31st and June 30th of each year
Debt instrument effective rate	13.00%	13.00%
Interest accrual factor		1.3
Debt instrument, unamortized discount	4,100,000	4,100,000	4,100,000
Notes issued at discount	2,400,000	2,400,000
Fair value of derivative liability	2,100,000	2,100,000
Two Thousand And Eleven Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date		Dec. 15, 2018
Carrying value, long term debt	11,900,000	11,900,000	12,000,000
Debt instrument, amortization period		20 years
Debt instrument, interest rate	5.00%	5.00%
14% Note due 2017 [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date		Apr. 03, 2017
Carrying value, long term debt	46,200,000	46,200,000
Debt instrument, interest rate	14.00%	14.00%	14.00%
Debt instrument accrued interest	1,600,000	1,600,000
2013 Land Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term debt	$ 3,000,000	$ 3,000,000
Debt Instrument, Interest Rate Terms		U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4% per annum.
Debt instrument, basis spread on variable rate		0.50%
Debt instrument, interest rate, stated percentage rate range, minimum		4.00%
Land purchased	18.3	18.3
2017 Related Party Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Apr. 03, 2017
Maximum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt coverage ratio of indebtedness		1.5

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GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2014

Components of Intangible Assets

The components of intangible assets were as follows:

	March 31, 2014
	Weighted Avg. Remaining				Accumulated
	Useful Life		Gross		Amortization			Net
	(Years)
Intangibles:
Customer relationships		3.3	$	13,997	$	(9,448	)	$	4,549
Trade name		8.3		3,194		(1,437	)		1,757
Total			$	17,191	$	(10,885	)	$	6,306

	December 31, 2013
	Weighted Avg. Remaining				Accumulated
	Useful Life		Gross		Amortization			Net
	(Years)
Intangibles:
Customer relationships		3.5	$	13,997	$	(9,098	)	$	4,899
Trade name		8.5		3,194		(1,384	)		1,810
Total			$	17,191	$	(10,482	)	$	6,709

Schedule of Estimated Amortization Expense of Intangible Assets

Estimated amortization expense as of March 31, 2014 for our existing intangible assets for the next five years and thereafter was as follows:

Year Ending
December 31,	Amortization
2014	$	1,210
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	6,306

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Consolidation and Basis of Presentation - Additional Information (Detail)			0 Months Ended
	Mar. 31, 2014 14% Note due 2017 [Member]	Dec. 31, 2013 14% Note due 2017 [Member]	Dec. 31, 2013 Restricted Stock [Member]	Dec. 31, 2013 Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Conversion of units to shares			8,121,101	45,708,573
Debt instrument, interest rate	14.00%	14.00%

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Subsequent Events - Additional Information (Detail) (USD $)	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Apr. 21, 2014 Subsequent Events [Member]	Apr. 21, 2014 Subsequent Events [Member] IPO [Member]	Apr. 21, 2014 Subsequent Events [Member] IPO [Member] Common Stock [Member]	Apr. 21, 2014 Subsequent Events [Member] IPO [Member] Shares Sold By Stockholders [Member]
Subsequent Event [Line Items]
Common stock issued and sold by the Company				7,641,750	4,606,882	3,034,868
Offering price per share				$ 15.00
Proceeds from the sale of shares				$ 69,100,000		$ 0
proceeds from the sale of shares, net				64,300,000
Cash used for repayment of senior notes	$ 105,000	$ 100,000	$ 3,300,000

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Earnings Per Share - Additional Information (Detail)	0 Months Ended
	Dec. 31, 2013
Restricted Stock [Member]
Earnings Per Share [Line Items]
Conversion of units to shares	8,121,101
Common Stock [Member]
Earnings Per Share [Line Items]
Conversion of units to shares	45,708,573

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Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities
Net income	$ 1,060	$ 2,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,721	1,295
Amortization of debt discount	64	57
Amortization of debt issuance costs	6
Stock-based compensation	93	722
Change in fair value of derivative liability	(635)	(346)
Changes in operating assets and liabilities:
Accounts receivable	968	147
Prepaid expenses	(725)	(691)
Inventory	126	(30)
Deposits and other assets	(110)	(16)
Income tax receivable	150
Deferred tax assets	391	1,241
Deferred tax liabilities	186
Income tax payable	239
Accounts payable	(1,710)	(411)
Accrued commissions and bonuses	(2,613)	(1,401)
Accrued payroll and vacation	(911)	(678)
Deferred revenue	994	650
Accrued expenses and other liabilities	2,437	1,350
Net cash provided by operating activities	1,731	4,524
Investing activities
Decrease (increase) in funds held for clients	46,561	(26,030)
Additions to property, plant and equipment	(5,160)	(1,227)
Net cash provided by (used in) investing activities	41,401	(27,257)
Financing activities
Proceeds from issuance of long-term debt	4,391
Payments on long-term debt	(105)	(100)
(Decrease) increase in client funds obligation	(46,561)	26,030
Incentive awards redeemed		(1,008)
Payments of deferred offering costs	(911)
Capital impact of reorganization	(183)
Distributions paid to members		1,603
Net cash (used in) provided by financing activities	(43,369)	26,525
Change in cash and cash equivalents	(237)	3,792
Cash and cash equivalents
Beginning of period	13,362	13,435
End of period	$ 13,125	$ 17,227

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2014

LONG-TERM DEBT

5. LONG-TERM DEBT

Our long-term debt consisted of the following:

	March 31,			December 31,
	2014			2013
Term note to bank due December 15, 2018 (1) (3)	$	11,858		$	11,963
Construction note to bank (2)(3)		13,518			9,127
Note to related party due April 3, 2017 (4)		46,193			46,193
Note to related party due April 3, 2022 (5)		18,807			18,807
Less: Unamortized debt discounts		(4,059	)		(4,125	)
Total long-term debt (including current portion)		86,317			81,965
Less: Current portion		(13,941	)		(9,545	)
Total long-term debt, net	$	72,376		$	72,420

(1) In December 2011, we consolidated pre-existing construction loans for the construction of a new corporate headquarters, processing center and gymnasium into a term note. As of March 31, 2014 and December 31, 2013, we had a term note with an outstanding principal amount of $11.9 million and $12.0 million, respectively, from Kirkpatrick Bank, due December 15, 2018 (the “2011 Consolidated Loan”). Under the 2011 Consolidated Loan, principal and interest is payable monthly based on a 20 year amortization rate of 5.0%. The 2011 Consolidated Loan is collateralized by a first mortgage covering our corporate headquarters and is secured by a first lien security interest in certain personal property relating to our corporate headquarters.

(2) In March 2013, we entered into a construction loan agreement for the construction of a second building at our corporate headquarters with Kirkpatrick Bank due May 1, 2015, which allowed for a maximum principal amount of $12.3 million (the “2013 Construction Loan”). Under the terms of the 2013 Construction Loan, the loan will be converted to long-term notes payable at the “Term Loan Commencement Date.” The “Term Loan Commencement Date” is defined as the first day of the first month after all of the following requirements are completed to the satisfaction of the lender: (i) the construction project has been substantially completed; (ii) we have delivered to the lender a final “as-built” survey of the mortgaged property, acceptable to the lender; (iii) we have delivered all necessary and required insurance covering the mortgaged property, acceptable to the lender; (iv) we have delivered the certificates of occupancy for the premises; and (v) we have accepted the building. The 2013 Construction Loan is secured by a first mortgage covering all of the second headquarters building and a first lien security interest in certain personal property relating to the second headquarters building. Under the 2013 Construction Loan, interest accrues monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum. Interest on the 2013 Construction Loan is payable monthly on the first day of each month. We estimate completion of the building will occur in July 2014.

In November 2013, we entered into a loan agreement for the purchase of approximately 18.3 acres for future expansion at our headquarters with Kirkpatrick Bank, which allowed for a maximum principal amount of $3.0 million (“2013 Land Loan”). Under the 2013 Land Loan, interest accrued monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4% per annum.

In December 2013, we consolidated the 2013 Construction Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount to $14.6 million. The 2013 Consolidated Loan is secured by a first mortgage covering all of the second headquarters building and a first lien security interest in certain personal property relating to the second headquarters building. Under the 2013 Consolidated Loan, interest accrues monthly at the Wall Street Journal U.S. Prime rate plus 0.5%, adjusted monthly, subject to a minimum interest rate of 4.0% per annum. As of March 31, 2014, the 2013 Consolidated Loan had an outstanding principal amount of $13.5 million and availability of $1.1 million for future borrowings from Kirkpatrick Bank.

(3) The 2011 Consolidated Loan and the 2013 Consolidated Loan are subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of indebtedness (defined as current maturities of long-term debt, interest expense and distributions) to EBITDA of less than 1.5 to 1.0. As of March 31, 2014 and December 31, 2013, we were not in compliance with the financial covenant related to the debt coverage ratio. We obtained a letter of waiver from the lender that excludes this item from the calculation as of March 31, 2014 and December 31, 2013 and which remains in effect through April 30, 2015.

(4) In connection with the 2014 Reorganization, we assumed the 2017 Note that was issued by WCAS Holdings payable to Welsh, Carson, Anderson & Stowe X, L.P., a related party (“WCAS X”). As of March 31, 2014, the outstanding principal amount of the 2017 Note was $46.2 million (which excluded accrued interest of $1.6 million). The 2017 Note is due on April 3, 2017 and interest is payable at a rate of 14% per annum, payable semiannually in arrears on June 30 and December 31 of each year. We may, at our option, choose to defer all or a portion of the accrued interest on the note that is due and payable on any payment date, provided that such amount of accrued interest shall be added to the principal amount of the note on such interest payment date (with the accrued but unpaid interest bearing interest at an annual rate of 14.0%). As of March 31, 2014 and December 31, 2013, we had elected to pay accrued interest in cash.

(5) In April 2012, we entered into a 10% Senior Note due 2022 (the “2022 Note”) with WCAS Capital Partners IV, L.P., a related party (“WCAS CP IV”). As of December 31, 2013 and March 31, 2014, the outstanding principal amount of the 2022 Note was $14.7 million (which included an unamortized discount of $4.1 million). The 2022 Note is due on April 3, 2022 and interest accrues at a rate of 10% per annum, payable semiannually in arrears on December 31st and June 30th of each year. We may, at our option, choose to defer all or a portion of the accrued interest on the note that is due and payable on any payment date, provided that such amount of accrued interest shall be multiplied by 1.3 and added to the principal amount of the note on such interest payment date (with the result that such interest shall have accrued at an effective rate of 13.0% instead of 10.0% through such payment date). As of March 31, 2014 and December 31, 2013, we had elected to pay accrued interest in cash.

The 2022 Note was issued at a discount of $2.4 million. We amortize the discount over the term of the note using the effective interest method. The 2022 Note also contains certain features by which the holder, WCAS CP IV, could require us to redeem the note at principal amount plus any accrued interest upon our completion of a public offering or certain events of default. The 2022 Note also provides for mandatory redemption upon a liquidation event. These features (collectively, the “Prepayment Features”) are required to be bifurcated and separately accounted for at fair value with changes in fair value recorded in earnings. At inception, the Prepayment Features were valued at $2.1 million and recorded as a “Derivative liability” on our Condensed Consolidated Balance Sheet. The Prepayment Features are valued at the end of each reporting period with changes recorded as “Change in fair value of derivative liability” on our Condensed Consolidated Statements of Cash Flows. The total unamortized discount related to this note was $4.1 million as of March 31, 2014 and December 31, 2013.

As of March 31, 2014, the carrying value and fair value of our total long-term debt, including current portion were $86.3 million and $89.9 million, respectively. As of December 31, 2013, the carrying value and fair value of our total long-term debt, including current portion were $82.0 million and $84.9 million, respectively. The fair value of variable rate long-term debt approximates market value because the cost of borrowing fluctuates based upon market conditions. The fair value of fixed rate long-term debt is estimated based on the borrowing rates currently available to us for bank loans with similar terms and maturities.

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment and Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 35,764	$ 33,848
Less: accumulated depreciation	(12,857)	(11,540)
Property, plant and equipment, net	42,514	38,671
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	14,828	14,828
Software and capitalized software costs [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	6,164	5,578
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	5,587	4,832
Rental clocks [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	5,343	4,865
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	3,279	3,189
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	421	421
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	142	135
Excluded Land and Construction in process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	22,907	22,308
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	8,993	8,993
Construction in process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 10,614	$ 7,370

XML

Fair Value of Financial Instruments - Schedule of Fair Value Inputs Liabilities Quantitative Information (Detail) (Derivative liability [Member], Lattice Model [Member])	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Probability of exit	95.00%	90.00%
Yield Volatility	21.90%
Credit Spread	8.30%	8.90%
Minimum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Remaining term	3 months 18 days	9 months 18 days
Yield Volatility		21.40%
Risk-free rate	0.05%	0.13%
Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Remaining term	8 years	8 years 3 months 18 days
Yield Volatility		31.10%
Risk-free rate	2.45%	2.45%

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Property, Plant and Equipment and Accumulated Depreciation

Property, plant and equipment and accumulated depreciation were as follows:

	March 31,			December 31,
	2014			2013
Property, plant and equipment
Buildings	$	14,828		$	14,828
Software and capitalized software costs		6,164			5,578
Computer equipment		5,587			4,832
Rental clocks		5,343			4,865
Furniture, fixtures and equipment		3,279			3,189
Vehicles		421			421
Leasehold improvements		142			135
		35,764			33,848
Less: accumulated depreciation		(12,857	)		(11,540	)
		22,907			22,308
Land		8,993			8,993
Construction in process		10,614			7,370
Property, plant and equipment, net	$	42,514		$	38,671