S-1/A

As filed with the Securities and Exchange Commission on January 13, 2015.

Registration No. 333-201248

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7372	80-0957485
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

7501 W. Memorial Road

Oklahoma City, Oklahoma 73142

(405) 722-6900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Craig E. Boelte

Chief Financial Officer

Paycom Software, Inc.

7501 W. Memorial Road

Oklahoma City, Oklahoma 73142

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Greg R. Samuel, Esq. Michael E. Dill, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 (214) 651-5000 Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800 Fax: (212) 446-4900 Rezwan D. Pavri Richard A. Kline Goodwin Procter LLP 135 Commonwealth Drive Menlo Park, CA 94025 (650) 752-3190 Fax: (650) 853-1038

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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	¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-201248) of Paycom Software, Inc. originally filed with the Securities and Exchange Commission on December 23, 2014, as amended by Amendment No. 1 filed on January 12, 2015, is being filed solely for the purpose of amending Item 16 of Part II of the Registration Statement and the Exhibit Index to include the XBRL exhibits indicated in Item 16. This Amendment No. 2 does not modify any portion of the preliminary prospectus contained in Part I of the Registration Statement. Accordingly, the preliminary prospectus contained in Part I of the Registration Statement has been omitted and this Amendment No. 2 consists of only the facing page, this explanatory note and Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the registrant expected to be incurred in connection with the issuance and distribution of the common stock being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, except for the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and the listing fee.

SEC registration fee	$	18,606
FINRA filing fee		24,518
Printing fees and expenses		150,000
Legal fees and expenses		200,000
Registrar and transfer agent fees		8,000
Accounting fees and expenses		500,000
Miscellaneous expenses		50,000
Total	$	951,124

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

Our certificate of incorporation provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our bylaws provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

We have entered and intend to continue to enter into indemnification agreements with our directors which, subject to certain exceptions, require us to indemnify such persons to the fullest extent permitted by applicable law, including indemnification against certain expenses, including attorneys’ fees, judgments, fines or penalties or other amounts paid in settlement in connection with any legal proceedings to which the director was, or is threatened to be made, a party by reason of the fact that such director is or was a director, officer, employee, fiduciary or agent of the Company or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the express written request of the Company, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal proceeding, in a manner in which such person would have had no reasonable cause to believe his conduct was unlawful. Subject to certain limitations, these indemnification agreements also require us to advance expenses to our directors in advance of the final disposition of any action or proceeding for which indemnification is required or permitted.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Exchange Act, as amended, that might be incurred by any director or officer in his capacity as such.

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The underwriters are obligated, under certain circumstances, pursuant to the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify us, our officers, directors and the selling stockholders against liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

During the past three years, our predecessors, Paycom Software Holdings, LLC, or Holdings, and Paycom Payroll, LLC, or Payroll, issued the following securities that were not registered under the Securities Act:

Incentive Units

During 2012, Holdings granted 57,057 Management Incentive Units to eligible officers and other employees under the 2012 Incentive Units Plan. These Management Incentive Units vested 50% over five years and 50% based on a cash return on investment to WCAS Paycom Holdings, Inc. with a linear vesting scale. These Management Incentive Units were issued with a strike price that was based upon a $400.0 million company enterprise value.

During 2012, Holdings granted 126,067 CEO Incentive Units to the Chief Executive Officer under the 2012 Incentive Units Plan. These CEO Incentive Units vested 25% over five years and 75% based on a cash return on investment to WCAS Paycom Holdings, Inc. with a linear vesting scale. These CEO Incentive Units were issued with a strike price that was based upon a $550.0 million company enterprise value.

During 2013, Holdings granted 25,953 Management Incentive Units to eligible officers and other employees under the 2012 Incentive Units Plan. These Management Incentive Units vested 50% over five years and 50% based on a cash return on investment of WCAS Paycom Holdings, Inc. with a linear vesting scale. These Management Incentive Units were issued with strike prices that were based upon a company enterprise value of $400.0 million and $550.0 million.

April 2012 Corporate Reorganization

On April 3, 2012, Holdings sold 6,839.0057 Series A Preferred Units to WCAS CP IV Blocker, Inc. for an aggregate purchase price of $2.4 million.

On April 3, 2012, pursuant to the Agreement and Plan of Merger by and among Holdings, Payroll and Paycom Payroll Merger Sub, LLC, by operation of Delaware law, all equity securities in Payroll were converted into equivalent equity securities in Holdings bearing identical terms. See “Related Party Transactions.”

On April 3, 2012, Holdings distributed 46,192.8934 Series C Preferred Units to WCAS Paycom Holdings, Inc. as part of the election of WCAS Paycom Holdings, Inc. to receive Series C Preferred Units instead of cash in connection with the recapitalization of Holdings set forth in the limited liability company agreement of Holdings.

The 2014 Reorganization

Effective January 1, 2014, we issued 30,452,458 and 136,015 shares of our common stock to WCAS X and WCAS Management Corporation, respectively, in exchange for the contribution of all of the shares of common stock of WCAS Paycom Holdings, Inc. to Software. In addition, we issued 323,307 shares of our common stock to WCAS IV in exchange for the contribution of all of the shares of common stock of WCAS CP IV Blocker, Inc. to Software.

Effective January 1, 2014, we issued 628,745 shares of our common stock to Robert J. Levenson (and certain affiliated entities) in exchange for his contribution of 200 Series B Preferred Units of Holdings to Software and we issued 220,060 shares of our common stock Richard Aiello in exchange for his contribution of 70 Series B Preferred Units of Holdings to Software.

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Effective January 1, 2014, pursuant to the Agreement and Plan of Merger by and among Paycom, Holdings, Payroll and Paycom Software Merger Sub, LLC, or Software Merger Sub, Software Merger Sub merged with and into Holdings, with all outstanding common units and incentive units of Holdings being converted into shares of our common stock or restricted common stock by operation of Delaware law.

The sales of the above securities were deemed exempt from registration under Section 4(a)(2) or Regulation D of the Securities Act as a transaction not involving a public offering, and in certain circumstances, in reliance on Rule 701 promulgated thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. The recipients of securities in the transactions exempt under Section 4(a)(2) or Regulation D of the Securities Act represented their intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the units and the shares of common stock and restricted stock issued in such transactions.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The following exhibits are included herein or incorporated herein by reference:

Exhibit No.	Description
1.1**	Form of Underwriting Agreement.
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).
5.1**	Opinion of Haynes and Boone, LLP.

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Exhibit No.	Description
10.1	Form of Indemnification Agreement between Paycom Software, Inc. and each of its directors and executive officers (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 10.2 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).
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).
10.11	Consolidated, Amended and Restated Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated December 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.12	First Loan Modification Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated December 31, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).
10.13	Second Loan Modification Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).

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Exhibit No.	Description
10.14	4.75% Consolidated, Amended, Restated and Increased Promissory Note, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).
10.15	Real Property Purchase Agreement by and between Paycom Payroll, LLC and Kilpatrick Partners, L.L.C., dated November 28, 2012 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.16	Real Property Purchase Agreement by and between Paycom Payroll, LLC Kilpatrick Partners, L.L.C., dated October 16, 2013 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.17	Right of First Refusal Agreement, by and between Kilpatrick Partners, L.L.C. and Paycom Payroll, LLC, dated October 4, 2013 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.18**	Disgorgement Agreement, by and between Paycom Software, Inc. and Robert J. Levenson, dated January 12, 2015.
21.1	List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
23.1**	Consent of Grant Thornton LLP.
23.2**	Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1**	Power of Attorney.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Previously filed.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the

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aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

We have agreed to indemnify our director and officer against certain liabilities, including liabilities under the Securities Act and the benefits of such indemnification are not waived by our director and officer. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Oklahoma City, State of Oklahoma, on January 13, 2015.

PAYCOM SOFTWARE, INC.
By:	/s/ Chad Richison
	Chad Richison
	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Chad Richison Chad Richison	Chief Executive Officer and Director (Principal Executive Officer)	January 13, 2015
/s/ Craig E. Boelte Craig E. Boelte	Chief Financial Officer (Principal Accounting and Financial Officer)	January 13, 2015
* Jason D. Clark	Director	January 13, 2015
* Robert J. Levenson	Director	January 13, 2015
* Rob Minicucci	Chairman of the Board	January 13, 2015
* Conner Mulvee	Director	January 13, 2015
* Frederick C. Peters II	Director	January 13, 2015
* Sanjay Swani	Director	January 13, 2015

*By:	/s/ Craig E. Boelte
	Craig E. Boelte
	Attorney-in-fact

EXHIBIT INDEX

Exhibit No.	Description
1.1**	Form of Underwriting Agreement.
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).
5.1**	Opinion of Haynes and Boone, LLP.
10.1	Form of Indemnification Agreement between Paycom Software, Inc. and each of its directors and executive officers (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 10.2 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).

Exhibit No.	Description
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).
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).
10.11	Consolidated, Amended and Restated Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated December 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.12	First Loan Modification Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated December 31, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).
10.13	Second Loan Modification Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).
10.14	4.75% Consolidated, Amended, Restated and Increased Promissory Note, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 8, 2014).
10.15	Real Property Purchase Agreement by and between Paycom Payroll, LLC and Kilpatrick Partners, L.L.C., dated November 28, 2012 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.16	Real Property Purchase Agreement by and between Paycom Payroll, LLC Kilpatrick Partners, L.L.C., dated October 16, 2013 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).

Exhibit No.	Description
10.17	Right of First Refusal Agreement, by and between Kilpatrick Partners, L.L.C. and Paycom Payroll, LLC, dated October 4, 2013 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
10.18**	Disgorgement Agreement, by and between Paycom Software, Inc. and Robert J. Levenson, dated January 12, 2015.
21.1	List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).
23.1**	Consent of Grant Thornton LLP.
23.2**	Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1**	Power of Attorney.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Previously filed.

XML

Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) (USD $)	9 Months Ended	12 Months Ended	0 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Nov. 30, 2013 acre	Apr. 22, 2012
Schedule of Capitalization, Long-term Debt [Line Items]
Land purchased				17.6	18.3
Debt instrument, restrictive covenants	Maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0.	Maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0.
Carrying value, long term debt	$ 27,186,000	$ 81,965,000	$ 81,965,000	$ 74,743,000
Notes issued at discount		4,125,000	4,125,000	4,367,000
2013 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Dec. 15, 2018	Dec. 15, 2018
Construction loan		11,963,000	11,963,000	12,360,000
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.	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%
Carrying value, long term debt		9,100,000	9,100,000
Availability amount		5,500,000	5,500,000
2013 Construction Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan		9,127,000	9,127,000	1,750,000
Long-term debt		12,300,000	12,300,000	1,750,000
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.	U.S. Prime Rate plus 0.5%, adjusted from time to time, but not more often than each day, on the 21st day of each month.
Debt instrument, basis spread on variable rate			0.50%	0.50%
Debt instrument, interest rate, stated percentage rate range, minimum			4.00%	3.25%
Two Thousand and Eleven Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
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, interest rate		14.00%	14.00%
Carrying value, long term debt		46,200,000	46,200,000
2022 Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Apr. 03, 2022	Apr. 03, 2022
Debt Instrument, Interest Rate Terms			The 2022 Note is due on April 3, 2022 and interest accrued 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)
Debt instrument, interest rate		10.00%	10.00%
Carrying value, long term debt		18,800,000	18,800,000
Notes issued at discount		2,400,000	2,400,000			2,400,000
Remaining unamortized discount		500,000	500,000
Total unamortized discount		4,100,000	4,100,000
Debt Instrument, Interest Rate, Effective Percentage		13.00%	13.00%
2021 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Jun. 01, 2021
Construction loan	27,186,000
Debt instrument, restrictive covenants	Maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions), as defined in the applicable agreement, of greater than 1.5 to 1.0.
Debt instrument, interest rate	4.75%
Carrying value, long term debt	27,200,000
2017 Related Party Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument maturity date	Apr. 03, 2017	Apr. 03, 2017
2013 Land Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan		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 4.0% per annum.	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
2013 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term debt		$ 11,963,000	$ 11,963,000	$ 12,360,000
Debt instrument, amortization period		20 years
Debt instrument, interest rate		5.00%	5.00%
Minimum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt coverage ratio of indebtedness	1.5	1.5
Maximum [Member] | 2021 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt coverage ratio of indebtedness	1.5

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013 Segment	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policy [Line Items]
Number of operating segments				1
Restricted cash		$ 370,000		$ 369,000	$ 368,000
Deferred offering costs				600,000	0
Interest cost paid		900,000	600,000	2,600,000	2,000,000	400,000
Interest cost capitalized		400,000		100,000
Total capitalized payroll costs related to internal use software projects				1,200,000	600,000
Amortization expense related to capitalized software costs				600,000	400,000	400,000
Goodwill impairment amount	0			0	0	0
Impairment of long-lived assets				0	0	0
Conversion fees, deferred revenue recognition period				10 years
Advertising costs				3,400,000	2,300,000	1,700,000
Sales taxes				2,200,000	1,600,000	1,100,000
Internal use Software [Member]
Summary Of Significant Accounting Policy [Line Items]
Capitalized and amortized period				3 years
Maximum [Member]
Summary Of Significant Accounting Policy [Line Items]
Interest cost capitalized			$ 100,000		$ 100,000	$ 300,000

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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		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pro forma numerator:
Net income (loss) attributable to the Company	$ 2,690	$ (421)	$ 3,157	$ 2,552	$ 601	$ (403)	$ 886
Pro forma additional income tax expense (benefit)		(93)		563	(137)	(14)	35
Pro forma net income (loss) attributable to the Company	$ 2,690	$ (328)	$ 3,157	$ 1,989	$ 738	$ (389)	$ 851
Pro forma denominator:
Pro forma weighted average shares outstanding	51,056,462	44,560,053	49,040,344	44,560,053	44,560,053	44,560,053	44,560,053
Adjustment for vested restricted stock		1,147,749		838,880	916,842	211,506
Pro forma shares for calculating basic EPS	51,056,462	45,707,802	49,040,344	45,398,933	45,476,895	44,771,559	44,560,053
Pro forma weighted average shares outstanding	51,056,462	45,707,802	49,040,344	44,560,053
Pro forma weighted average shares outstanding	51,056,462	44,560,053	49,040,344	44,560,053	44,560,053	44,560,053	44,560,053
Adjustment for vested restricted stock		1,147,749		838,880	916,842	211,506
Effect of dilutive restricted stock	1,921,589		2,182,704	3,415,495	2,585,180		851,318
Pro forma shares for calculating diluted EPS	52,978,051	45,707,802	51,223,048	47,975,548	48,062,075	44,771,559	45,411,371
Pro forma net income (loss) per share:
Basic	$ 0.05	$ (0.01)	$ 0.06	$ 0.04	$ 0.02	$ (0.01)	$ 0.02
Diluted	$ 0.05	$ (0.01)	$ 0.06	$ 0.04	$ 0.02	$ (0.01)	$ 0.02

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Summary of Significant Accounting Policies - Estimated Useful Lives (Detail)	12 Months Ended
	Dec. 31, 2013
Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	30 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Rental Clocks [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years

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Earnings Per Share - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended			0 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013
Earnings Per Share [Line Items]
Effective income tax rate		47.00%	47.00%	20.00%	43.00%
Income tax expense (benefit)	$ (93)	$ 563	$ (137)	$ (14)	$ 35
Minimum [Member]
Earnings Per Share [Line Items]
Income tax expense (benefit)			(100)
Maximum [Member]
Earnings Per Share [Line Items]
Income tax expense (benefit)				$ (100)	$ 100
Restricted Stock [Member]
Earnings Per Share [Line Items]
Conversion of units to shares						8,121,101
Anti-dilutive securities excluded from dilutive earning per share calculation	2,301,603			2,683,822
Common Stock [Member]
Earnings Per Share [Line Items]
Conversion of units to shares						45,708,573

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Property, Plant and Equipment - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended		9 Months Ended		12 Months Ended			3 Months Ended
	Nov. 30, 2013 acre	Dec. 31, 2012 acre	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012 acre	Dec. 31, 2011	Sep. 30, 2014	Sep. 30, 2013
Property, Plant and Equipment [Line Items]
Interest cost paid			$ 0.9	$ 0.6	$ 2.6	$ 2.0	$ 0.4
Interest cost capitalized			0.4		0.1
Land purchased	18.3	17.6				17.6
Purchase cost of land	4.8	2.3
Maximum [Member]
Property, Plant and Equipment [Line Items]
Interest cost capitalized				0.1		0.1	0.3
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation			$ 4.0	$ 2.8	$ 3.9	$ 3.1	$ 2.0	$ 1.4	$ 1.0

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Stockholders' Equity and Stock-Based Compensation - Summary of Grant-Date Fair Values of Restricted Stock Granted and Related Assumptions (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value, restricted shares			$ 1.09
Risk-free interest rates, restricted shares		0.72%	1.74%
Risk-free interest rates, restricted shares, Minimum	0.71%
Risk-free interest rates, restricted shares, Maximum	1.41%
Estimated volatility, restricted shares	50.00%	60.00%	60.00%
Expected life (in years), restricted shares	5 years	5 years	5 years
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value, restricted shares	0.11	$ 0.18
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value, restricted shares	0.92	$ 1.88

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Fair Value of Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 as of December 31, 2013 (dollars in thousands):

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

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 (dollars in thousands):

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

	December 31, 2012
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	1,767	$	1,767
	$	—	$	—	$	1,767	$	1,767

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 as of December 31, 2013:

	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%

Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments as of December 31, 2013 and 2012 were as follows:

	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%

	December 31, 2012
	Valuation Technique		Key Inputs		Range
Derivative Liability		Lattice Model		Probability of exit	90%
				Remaining term	3.3 years  -  9.3 years
				Yield Volatility	20.4%  -  28.5%
				Credit Spread	11.94%
				Risk-free rate	0.36%  -  1.78%

Summary of Change in Fair Value of Level 3 Financial Instruments

The following table summarizes the changes in fair value of our Level 3 financial instruments for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended September 30, 2014		Nine Months Ended September 30, 2014
Beginning Balance	$	—	$	1,107
Issuances		—		—
Change in fair value of derivative liability		—		(635	)
Write-off to Other income (expense)		—		(472	)
Ending Balance	$	—	$	—

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Beginning Balance	$	1,766		$	1,767
Issuances		—			—
Change in fair value of derivative liability		(659	)		(660	)
Ending Balance	$	1,107		$	1,107

The following table summarizes the change in fair value of our Level 3 financial instruments for the years ended December 31, 2013 and 2012 (dollars in thousands).

	2013			2012
Balance, beginning of year	$	1,767		$	—
Issuances		—			2,100
Change in fair value of derivative liability		(660	)		(333	)
Balance, end of year	$	1,107		$	1,767

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Related-Party Transactions - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended		9 Months Ended	12 Months Ended			3 Months Ended		9 Months Ended
	Nov. 30, 2013 acre	Dec. 31, 2012 acre	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013
Related Party Transaction [Line Items]
Land purchased	18.3	17.6			17.6
Purchase cost of land	$ 4.8	$ 2.3
2022 Note [Member]
Related Party Transaction [Line Items]
Debt instrument, interest rate				10.00%
Debt instrument maturity date			Apr. 03, 2022	Apr. 03, 2022
Chief Sales Officer [Member]
Related Party Transaction [Line Items]
General partnership ownership interest in related party, percentage			0.01%	0.01%			0.01%
Limited partnership interest in related party, percentage			10.49%	10.49%			10.49%
Payments for rent				0.3	0.3	0.3
Chief Sales Officer [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Payments for rent							0.1	0.1
Chief Sales Officer [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Payments for rent			0.2						0.2
Former Employee [Member]
Related Party Transaction [Line Items]
Number of incentive units purchased			2,605	2,605
Purchase price per incentive unit			260	260
Incentive units purchased			0.7	0.7
Kilpatrick Partners, L.L.C [Member]
Related Party Transaction [Line Items]
Land purchased	18.3	17.6			17.6
Purchase cost of land	4.8	2.3
WCAS Capital Partners IV, L.P., [Member] | 2022 Note [Member]
Related Party Transaction [Line Items]
Debt instrument, interest rate				10.00%
Debt instrument maturity date				Apr. 03, 2022
Welsh, Carson,Anderson & Stowe, L.P. and certain of their affiliates [Member]
Related Party Transaction [Line Items]
Due to affiliate		$ 0.1		0.1	$ 0.1

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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	Dec. 31, 2013	Dec. 31, 2012	Apr. 22, 2012
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 1,107	$ 1,767	$ 2,100
Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	1,107	1,767
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	1,107	1,767
Level 3 [Member] | Derivative liability [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 1,107	$ 1,767

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Funds Held for Clients and Client Funds Obligation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 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

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Commitments and Contingencies - Schedule of Future Annual Minimum Lease Payments (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Operating Leased Assets [Line Items]
2014	$ 927	$ 2,222
2015	3,811	2,092
2016	3,542	1,767
2017	3,181	1,465
2018	2,622	705
Thereafter	1,772	53
Total minimum lease payments	$ 15,855	$ 8,304

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Income Taxes - Reconciliation of Statutory Federal Tax Rate to Effective Income Tax Rate (Detail)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory tax rate			34.00%	34.00%	34.00%
Earnings excluded from federal income tax			(14.00%)	(10.00%)	(8.00%)
State income taxes, net of federal income tax benefit			29.00%	7.00%	11.00%
Nondeductible expenses from investment in partnership			4.00%	(13.00%)	3.00%
Other			3.00%	(1.00%)	0.00%
Effective income tax rate	39.00%	32.00%	56.00%	17.00%	40.00%

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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		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Numerator:
Net income (loss)	$ 2,690	$ (424)	$ 3,157	$ 2,571	$ 607	$ (406)	$ 886
Net income (loss) attributable to the non-controlling interest		(3)		19	6	(3)
Net income (loss) attributable to the Company	$ 2,690	$ (421)	$ 3,157	$ 2,552	$ 601	$ (403)	$ 886
Denominator:
Weighted average shares outstanding	51,056,462	44,560,053	49,040,344	44,560,053	44,560,053	44,560,053	44,560,053
Adjustment for vested restricted stock		1,147,749		838,880	916,842	211,506
Shares for calculating basic EPS	51,056,462	45,707,802	49,040,344	45,398,933	45,476,895	44,771,559	44,560,053
Weighted average shares outstanding	51,056,462	45,707,802	49,040,344	44,560,053
Weighted average shares outstanding	51,056,462	44,560,053	49,040,344	44,560,053	44,560,053	44,560,053	44,560,053
Dilutive effect of unvested restricted stock	1,921,589		2,182,704	3,415,495	2,585,180		851,318
Dilutive effect of unvested restricted stock					3,502,022	211,506	851,318
Shares for calculating diluted EPS	52,978,051	45,707,802	51,223,048	47,975,548	48,062,075	44,771,559	45,411,371
Net income (loss) per share:
Basic	$ 0.05	$ (0.01)	$ 0.06	$ 0.06	$ 0.01	$ (0.01)	$ 0.02
Diluted	$ 0.05	$ (0.01)	$ 0.06	$ 0.05	$ 0.01	$ (0.01)	$ 0.02

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Property, Plant and Equipment

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Property, Plant and Equipment

2. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and accumulated depreciation were as follows (dollars in thousands):

	September 30, 2014			December 31, 2013
Property, plant and equipment
Buildings	$	28,154		$	14,828
Software and capitalized software costs		7,635			5,578
Computer equipment		6,613			4,832
Rental clocks		6,111			4,865
Furniture, fixtures and equipment		4,073			3,189
Vehicles		421			421
Leasehold improvements		159			135
		53,166			33,848
Less: accumulated depreciation		(15,517	)		(11,540	)
		37,649			22,308
Land		8,993			8,993
Construction in process		—			7,370
Property, plant and equipment, net	$	46,642		$	38,671

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

Depreciation expense for property, plant and equipment, net was $1.4 million and $4.0 million for the three and nine months ended September 30, 2014, respectively. Depreciation expense for property, plant and equipment, net was $1.0 million and $2.8 million for the three and nine months ended September 30, 2013, respectively.

We capitalize interest incurred under our indebtedness related to construction of our principal executive offices. For the nine months ended September 30, 2014, we paid interest costs of $0.9 million, of which $0.4 million was capitalized. For the nine months ended September 30, 2013, we paid interest costs of $0.6 million, of which less than $0.1 million was capitalized.

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and accumulated depreciation were as follows (dollars in thousands):

	December 31,
	2013			2012
Property, plant and equipment
Furniture, fixtures and equipment	$	3,189		$	2,887
Computer equipment		4,832			3,498
Software and capitalized software costs		5,578			3,588
Rental clocks		4,865			3,480
Vehicles		421			468
Buildings		14,828			14,828
Leasehold improvements		135			135
		33,848			28,884
Less: accumulated depreciation		(11,540	)		(8,015	)
		22,308			20,869
Land		8,993			4,205
Construction in process		7,370			65
Property, plant and equipment, net	$	38,671		$	25,139

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 property, plant and equipment and depreciated over their estimated useful lives.

Depreciation expense for property, plant and equipment, net was $3.9 million, $3.1 million and $2.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

In October 2012, we began the construction of a second building/processing center at our headquarters. Completion of the building occurred in July 2014, and was financed with our funds, along with a construction note convertible to long-term notes payable, upon completion of the construction.

In November 2013 and December 2012, we purchased approximately 18.3 acres and 17.6 acres of land, respectively, from a related party for future expansion at our headquarters for total costs of $4.8 million and $2.3 million, respectively. For more information see Note 10—“Related Party Transactions.”

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Income Taxes - Net Deferred Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Current deferred income tax assets
Net operating losses		$ 3,643	$ 4,184
Federal tax credits		29
Current deferred income tax assets, net	2,422	3,672	4,184
Non-current deferred income tax liabilities
Investment in Paycom Payroll Holdings, LLC		2,895	2,890
Non-current deferred income tax liabilities, net	$ 3,059	$ 2,895	$ 2,890

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Fair Value of Financial Instruments - Schedule of Fair Value Inputs Liabilities Quantitative Information (Detail) (Derivative liability [Member], Lattice Model [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Probability of exit	90.00%	90.00%
Credit Spread	8.90%	11.94%
Minimum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Remaining term	9 months 18 days	3 years 3 months 18 days
Yield Volatility	21.40%	20.40%
Risk-free rate	0.13%	1.78%
Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Remaining term	8 years 3 months 18 days	9 years 3 months 18 days
Yield Volatility	31.10%	28.50%
Risk-free rate	2.45%	0.36%

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Stockholders' Equity and Incentive Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation Resulting from Employee Incentive Share Arrangements

The following table presents stock-based compensation resulting from employee incentive share arrangements and is in the following line items in the accompanying audited consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011:

Years Ended December 31, (in thousands)	2013		2012		2011
Operating expense	$	222	$	87	$	36
Sales and marketing		114		83		57
Research and development		345		100		25
General and administrative		253		233		47
Total stock-based compensation expense	$	934	$	503	$	165

Nonvested Restricted Stock Unit Awards

A summary of the status of our non-vested restricted stock as of December 31, 2013 and related changes during the year ended December 31, 2013:

Restricted Stock:
Year ended December 31, 2013	Number of shares			Weighted average grant- date fair value (in dollars)
Restricted stock outstanding at January 1, 2013		7,895,692		$	0.26
Restricted stock granted		1,062,945		$	0.37
Restricted stock vested		(781,411	)	$	0.48
Restricted stock forfeited		(56,125	)	$	0.43
Restricted stock outstanding at December 31, 2013		8,121,101		$	0.25

Restricted Stock [Member]

Summary of Grant-Date Fair Values of Restricted Stock Granted and Related Assumptions

The following table presents a summary of the grant-date fair values of restricted stock granted and the related assumptions:

Years Ended December 31,	2013			2012			2011
Grant-date fair value
Restricted Shares		$0.11 - $0.92		$	0.18 - $1.88		$	1.09
Risk-free interest rates		0.71% - 1.41	%		0.72	%		1.74	%
Estimated volatility		50.0	%		60.0	%		60.0	%
Expected life (in years)		5.0			5.0			5.0

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Estimated Useful Lives

Depreciation is determined using the straight line method over the estimated useful lives of the assets as follows:

Office equipment and furniture & fixtures	5 years
Computer equipment and software	3 years
Buildings	30 years
Leasehold improvements	3 years
Rental clocks	5 years
Vehicles	3 years

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Long-Term Debt - Aggregate Future Maturities of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule Of Long Term Debt Maturities [Line Items]
2014		$ 9,545
2015		440
2016		461
2017		46,679
2018		10,158
Thereafter		14,682
Total long-term debt (including current portion)	$ 27,186	$ 81,965	$ 74,743

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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		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 1,766	$ 1,107	$ 1,767	$ 1,767
Issuances						2,100
Change in fair value of derivative liability		(659)	(635)	(660)	(660)	(333)
Write-off to Other income (expense)			(472)
Ending Balance		$ 1,107		$ 1,107	$ 1,107	$ 1,767

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Expense

The items comprising income tax expense are as follows (dollars in thousands):

	Year Ended December 31,
	2013		2012			2011
Provision (benefit) for current income taxes
Federal	$	—	$	—		$	—
State		275		80			57
Total provision for current income taxes		275		80			57
Provision (benefit) for deferred income taxes, net
Federal		347		(51	)		444
State		170		(113	)		100
Total provision (benefit) for deferred income taxes, net		517		(164	)		544
Total income tax expense (benefit)	$	792	$	(84	)	$	601

Reconciles Statutory Federal Tax Rate to Effective Income Tax Rate

The following schedule reconciles the statutory Federal tax rate to the effective income tax rate:

	Year Ended December 31,
	2013			2012			2011
Federal statutory tax rate		34%			34%			34%
Increase (decrease) resulting from:
Earnings excluded from federal income tax		(14%	)		(10%	)		(8%	)
State income taxes, net of federal income tax benefit		29%			7%			11%
Nondeductible expenses from investment in partnership		4%			(13%	)		3%
Other		3%			(1%	)		0%
Effective income tax rate		56%			17%			40%

Net Deferred Tax Assets and Liabilities

Our net deferred tax assets and liabilities consist of the following (dollars in thousands):

	Year Ended December 31,
	2013		2012
Current deferred income tax assets
Net operating losses	$	3,643	$	4,184
Federal tax credits		29		—
Current deferred income tax assets, net	$	3,672	$	4,184
Non-current deferred income tax liabilities
Investment in Paycom Payroll Holdings, LLC		2,895		2,890
Non-current deferred income tax liabilities, net	$	2,895	$	2,890

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

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Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Software’s significant accounting policies are discussed in Note 2 to its audited consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 included elsewhere in this prospectus.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Our consolidated financial statements include the financial results of Software, Holdings, Paycom and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the useful life for long-lived and intangible assets, the life of our client relationships, 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. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief executive officer in deciding how to allocate resources and assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the consolidated level. Since we operate in one operating segment, all required financial segment information is presented in the consolidated financial statements.

Reclassifications

Certain reclassifications were made to the 2012 and 2011 consolidated financial statements to conform to the 2013 presentation. These reclassifications were not material to the financial statements and had no effect on the consolidated stockholders’ equity or net income (loss).

Cash Equivalents

We consider all highly liquid debt instruments purchased with a maturity of three months or less and money market mutual funds to be cash equivalents. We maintain cash and cash equivalents in bank deposit accounts and money market funds, which may not be federally insured. The fair value of our cash and cash equivalents approximates carrying value. As of December 31, 2013 and 2012, all amounts were held in deposit on demand. We have not experienced any losses in such accounts and do not believe there is exposure to any significant credit risk on such accounts.

Restricted Cash

Restricted cash in our consolidated balance sheets primarily consists of cash held in restricted accounts due to requirements under an existing office building lease and our corporate building loan agreements. As of both December 31, 2013 and 2012, we had restricted cash of $0.4 million.

Accounts Receivable

We generally collect revenue from our customers via automatic deduction from clients’ bank accounts at the time processing occurs. Accounts receivable on our consolidated balance sheets consists primarily of revenue fees related to the last day of the period, which are collected on the following business day. As accounts receivable are collected via automatic deduction on the following business day, the Company has not recorded an allowance for doubtful accounts.

Deferred offering costs

Deferred offering costs represent legal, accounting and other direct costs related to our efforts to raise capital through an IPO. Costs related to IPO activities were deferred until the completion of the IPO, at which time they were offset against the IPO proceeds. As of December 31, 2013, we had capitalized $0.6 million associated with IPO activities and included such amount in prepaid expenses on the consolidated balance sheets. There were no deferred offering costs capitalized as of December 31, 2012.

Inventory

Our inventory consists of five types of time clocks sold to clients as part of our time and attendance services and are stated at the lower of cost or market. Cost is determined using the first-in first-out (“FIFO”) cost method.

Time clocks are purchased as finished goods from a third party and as such we do not have any inventory classified as raw materials or work in process inventory. Rental clocks issued to clients under month-to-month operating leases are classified as property, plant, and equipment. We retain inventory in certain lines primarily as replacements for those clients who use the various clocks and have determined that no write-downs for obsolete items was required based on inventory turnover and our historical experience during the years ended December 31, 2013, 2012 and 2011.

Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is determined using the straight line method over the estimated useful lives of the assets as follows:

Office equipment and furniture & fixtures	5 years
Computer equipment and software	3 years
Buildings	30 years
Leasehold improvements	3 years
Rental clocks	5 years
Vehicles	3 years

Our leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease terms. Costs incurred during construction of long-lived assets are recorded as construction in progress and are not depreciated until the asset is placed in service.

We capitalize interest incurred related to construction in progress. For the years ended December 31, 2013, 2012 and 2011, we incurred interest costs of $2.6 million, $2.0 million and $0.4 million, respectively. For the years ended December 31, 2013, 2012 and 2011, interest expense of $0.1 million, less than $0.1 million and $0.3 million, respectively, was capitalized.

Internal Use Software

Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized over a three-year period on a straight-line basis. Capitalized costs include external direct costs of materials and services associated with developing or obtaining internal use computer software and certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that are capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. We also expense internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities.

The total capitalized payroll costs related to internal use computer software projects was $1.2 million and $0.6 million as of December 31, 2013 and 2012, respectively, which have been included in property, plant and equipment. Amortization expense related to capitalized software costs of $0.6 million, $0.4 million and $0.4 million was charged to expense for the years ended December 31, 2013, 2012 and 2011, respectively.

Goodwill and Other Intangible Assets

Goodwill is not amortized, but is instead tested for impairment annually, or earlier if, at the reporting unit level, an indicator of impairment arises. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. If impairment exists, a write-down to fair value (normally measured by discounting estimated future cash flows) is recorded. Our business is largely homogeneous and, as a result, goodwill is associated with one reporting unit. We have selected June 30 as our annual goodwill impairment testing date and determined there was no impairment as of June 30, 2013. For the years ended December 31, 2013, 2012 and 2011, there were no indicators of impairment. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets with finite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets for the years ended December 31, 2013, 2012 and 2011.

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. The interest earned from these investments is included in the consolidated statements of income as other income, net. These investments are shown in the consolidated balance sheets as funds held for clients, and the offsetting liability for the tax filings is shown as client funds obligation.

As of December 31, 2013 and 2012, the funds held for clients were invested in demand deposits, short-term certificates of deposit and money market funds.

Revenue Recognition

Our total revenue is comprised of recurring revenues and implementation and other revenues. We recognize revenue in accordance with accounting standards for software and service companies when all of the following criteria have been met:

• There is persuasive evidence of an arrangement;

• The service has been or is being provided to the client;

• Collection of the fees is reasonably assured; and

• The amount of fees to be paid by the client is fixed or determinable.

Recurring

Recurring revenues are derived primarily from our talent acquisition, time and labor management, payroll, talent management and human resources applications. Talent acquisition includes application tracking, employment and background checks, on/off-boarding, e-verify and tax credit services. Time and labor management includes time and attendance, scheduling, time-off requests, labor allocation and labor management reports. Payroll includes payroll and tax management, paycom pay, expense management and garnishment management. Talent management includes employee self-service, compensation budgeting, performance management and executive dashboard. Human resources management includes document management, government and compliance, benefits and COBRA administration and personnel action forms.

The services related to recurring revenues are rendered during each client’s payroll period, with the agreed-upon fee being charged and collected as part of our processing of the client’s payroll. Recurring revenues are recognized at the conclusion of processing of each client’s payroll-period, when each respective payroll client is billed. Collectability is reasonably assured as the fees are collected through an Automated Clearing House (“ACH”) as part of the client’s payroll cycle or through direct wire transfer, which minimizes the default risk.

Implementation and other

Implementation and other revenues represent non-refundable conversion fees which are charged to new clients to offset the expense of new client set-up and revenue from the sale of time clocks as part of our employee time and attendance services. Because these conversion fees and sale of time clocks relate to our recurring revenue, we have evaluated such arrangements under the accounting guidance that governs multiple element arrangements.

For arrangements with multiple elements, we evaluate whether each element represents a separate unit of accounting. In order to treat deliverables in a multiple element arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately and revenue is recognized for the respective deliverables as they are delivered. If one or more of the deliverables does not have stand-alone value upon delivery, the deliverables that do not have stand-alone value are generally combined with the final deliverable within the arrangement and treated as a single unit of accounting.

When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling price. Multiple deliverable arrangements accounting guidance provides a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (“VSOE”) of selling price, based on the price at which the item is regularly sold by the vendor on a stand-alone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence (“TPE”) of selling price is used to establish the selling price if it exists, and if not it would be based on our best estimate of selling price.

For the years ended December 31, 2013, 2012 and 2011, we have determined that there is no stand-alone value associated with the upfront conversion fees as they do not have value to our clients on a stand-alone basis nor are they offered as an individual service; therefore, the conversion fees are deferred and recognized ratably over the estimated life of our clients, which we have estimated to be ten years.

For the years ended December 31, 2013, 2012, and 2011, we have determined that the revenues from the employee time and attendance services, and the revenues from the sale of time clocks as part of our time and attendance services, have VSOE of selling price as they are sold on a stand-alone basis. Revenue is therefore recognized for the respective deliverables as they are delivered.

Cost of Revenues

Our costs and expenses applicable to total revenues represent total operating expenses and systems support and technology costs, including labor and related expenses, bank fees, shipping fees and costs of paper stock, envelopes, etc. In addition, costs included to derive gross margins are comprised of support labor and related expenses, related hardware costs and applicable depreciation costs.

Advertising Costs

Advertising costs are expensed the first time that advertising takes place. Advertising costs for the years ended December 31, 2013, 2012 and 2011 were $3.4 million, $2.3 million and $1.7 million, respectively.

Sales Taxes

We collect and remit sales tax on sales of time and attendance clocks and on payroll services in certain states. These taxes are shown on a net basis, and as such, excluded from revenue. For the years ended December 31, 2013, 2012 and 2011, sales taxes collected and remitted were $2.2 million, $1.6 million and $1.1 million, respectively.

Employee Stock-Based Compensation

All stock-based compensation awards to employees are recognized pro rata over the respective vesting period as compensation costs in the consolidated statements of income based on their fair values measured as of the date of grant.

Income Taxes

Our consolidated financial statements include a provision for income taxes incurred for WCAS Holdings for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

Prior to the 2014 Reorganization, we operated under Holdings as a limited liability company (“LLC”) that was taxed as a partnership. Business income passed through the business to the LLC members, who reported their share of profits or losses on their respective income tax returns.

We file income tax returns in the U.S. and various state jurisdictions. We evaluate tax positions taken or expected to be taken in the course of preparing our tax returns and disallow the recognition of tax positions not deemed to meet a “more-likely-than-not” threshold of being sustained by the applicable tax authority. We do not believe there are any tax positions taken within the consolidated financial statements that would not meet this threshold. Our policy is to record interest and penalties, if any, related to uncertain tax positions as a component of general and administrative expenses. We are not aware of any ongoing or potential examinations as of December 31, 2013. However, the tax years 2010 through 2013 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions.

Recently Adopted and Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which adds new disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income (“AOCI”). The update requires that an entity present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of AOCI based on its source and the income statement line items affected by the reclassification. The amendment is effective for fiscal years and interim periods beginning on after December 15, 2012. We adopted this new guidance for the year ended December 31, 2013, which did not have a material impact on our consolidated financial statements.

In February 2013, the FASB issued authoritative guidance, which added new disclosure requirements to measure obligations resulting from joint and several liability arrangement 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 joint parties. These disclosures are in addition to existing related party disclosure requirements. The amendment is effective for fiscal years and interim periods beginning after December 15, 2013 and we do not expect the adoption of such guidance to have a material impact on our 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 year ended December 31, 2013, which did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued authoritative guidance which included a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In June 2014, the FASB issued authoritative guidance for share-based payments which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for us on January 1, 2016. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment and Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 53,166	$ 33,848	$ 28,884
Less: accumulated depreciation	(15,517)	(11,540)	(8,015)
Property, plant and equipment, net	46,642	38,671	25,139
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	28,154	14,828	14,828
Software and Capitalized Software Costs [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	7,635	5,578	3,588
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	6,613	4,832	3,498
Rental Clocks [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	6,111	4,865	3,480
Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	4,073	3,189	2,887
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	421	421	468
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	159	135	135
Excluded Land and Construction in Process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	37,649	22,308	20,869
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	8,993	8,993	4,205
Construction in Process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net		$ 7,370	$ 65

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Long-Term Debt - Additional Information (Detail) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 22, 2012
Debt Instrument [Line Items]
Carrying value, long term debt	$ 27,186,000	$ 81,965,000	$ 74,743,000
Fair value of long term debt including current maturities	27,200,000	84,900,000	75,900,000
Notes issued at discount		4,125,000	4,367,000
Derivative liability		1,107,000	1,767,000	2,100,000
2022 Note [Member]
Debt Instrument [Line Items]
Carrying value, long term debt		18,800,000
Notes issued at discount		$ 2,400,000		$ 2,400,000

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax [Line Items]
Effective tax rate		39.00%	32.00%	56.00%	17.00%	40.00%
Deferred tax liability charged on equity		$ 200,000
Pro forma effective income tax rate			47.00%	47.00%	20.00%	43.00%
Income tax expense (benefit)	(93,000)		563,000	(137,000)	(14,000)	35,000
Unrecognized tax benefits				0	0
Domestic Tax Authority [Member]
Income Tax [Line Items]
Net operating loss carryforwards				9,500,000
State and Local Jurisdiction [Member]
Income Tax [Line Items]
Net operating loss carryforwards				$ 10,300,000

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 18,473	$ 13,362	$ 13,435
Restricted cash	370	369	368
Accounts receivable	1,468	1,705	622
Prepaid expenses	1,581	2,133	686
Inventory	384	578	714
Income tax receivable		150
Deferred tax assets	2,422	3,672	4,184
Current assets before funds held for clients	24,698	21,969	20,009
Funds held for clients	393,633	455,779	324,266
Total current assets	418,331	477,748	344,275
Property, plant and equipment, net	46,642	38,671	25,139
Deposits and other assets	595	461	417
Goodwill	51,889	51,889	51,889
Intangible assets, net	5,499	6,709	8,321
Total assets	522,956	575,478	430,041
Current liabilities:
Accounts payable	1,976	5,020	2,351
Income tax payable	148
Accrued commissions and bonuses	2,568	3,598	1,953
Accrued payroll and vacation	2,665	3,087	1,925
Deferred revenue	2,186	1,582	1,036
Current portion of long-term debt	845	9,545	2,151
Accrued expenses and other current liabilities	3,871	4,372	1,978
Current liabilities before client funds obligation	14,259	27,204	11,394
Client funds obligation	393,633	455,779	324,266
Total current liabilities	407,892	482,983	335,660
Deferred tax liabilities	3,059	2,895	2,890
Long-term deferred revenue	15,048	10,990	7,356
Long-term debt, less current portion	26,341	11,545	11,959
Long-term debt to related parties		60,875	60,633
Derivative liability		1,107	1,767
Total long-term liabilities	44,448	87,412	84,605
Commitments and contingencies
Stockholders' equity:
Common stock	510	457	445
Additional paid in capital	66,949	33,978	23,577
Retained earnings (accumulated deficit)	3,157	(29,349)	(14,249)
Total parent's stockholders' equity	70,616	5,086	9,773
Noncontrolling interest		(3)	3
Total stockholders' equity	70,616	5,083	9,776
Total liabilities and stockholders' equity	$ 522,956	$ 575,478	$ 430,041

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Fair Value of Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fair Value Disclosures [Line Items]
Change in fair value of derivative liability recognized as other income (expenses), net	$ 0	$ (0.7)	$ (1.1)	$ (0.7)	$ 0.7	$ 0.3	$ 0

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Statement of Shareholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]
Beginning balance, value at Dec. 31, 2010	$ 73,753	$ 449	$ 80,637	$ (7,333)
Beginning balance, shares at Dec. 31, 2010		44,919,037
Distributions to stockholders	(1,443)		987	(2,430)
Common stock redeemed	(1,000)	(7)	(993)
Common stock redeemed, shares		(673,656)
Stock-based compensation	165		165
Net income (loss)	886			886
Ending balance, value at Dec. 31, 2011	72,361	442	80,796	(8,877)
Ending balance, shares at Dec. 31, 2011		44,245,381
Issuance of common stock	2,409	3	2,406
Issuance of common stock,shares		314,667
Distributions to stockholders	(158)		4,808	(4,966)
Distributions to stockholders as return of capital	(18,807)		(18,807)
Stock-based compensation	567		567
Reclassification of Series C Preferred Units to debt	(46,193)		(46,193)
Net income (loss)	(403)			(406)	3
Ending balance, value at Dec. 31, 2012	9,776	445	23,577	(14,249)	3
Ending balance, shares at Dec. 31, 2012		44,560,048
Issuance of common stock	12	12
Issuance of common stock,shares		1,148,525
Distributions to stockholders	(5,409)		10,298	(15,707)
Common stock redeemed	(1,061)		(1,061)
Stock-based compensation	1,164		1,164
Net income (loss)	601			607	(6)
Ending balance, value at Dec. 31, 2013	$ 5,083	$ 457	$ 33,978	$ (29,349)	$ (3)
Ending balance, shares at Dec. 31, 2013		45,708,573

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Stockholders' Equity and Stock-Based Compensation - Nonvested Restricted Stock Unit Awards (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at beginning of period, Shares	7,895,692
Restricted stock granted	1,062,945
Restricted stock vested	(781,411)
Restricted stock forfeited	(56,125)
Nonvested at end of period, Shares	8,121,101
Nonvested at beginning of period, Weighted-Average Grant Date Fair Value	$ 0.26
Granted, Weighted-Average Grant Date Fair Value	$ 0.37
Vested, Weighted-Average Grant Date Fair Value	$ 0.48
Forfeited, Weighted-Average Grant Date Fair Value	$ 0.43
Nonvested at end of period, Weighted-Average Grant Date Fair Value	$ 0.25

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Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	4 years 3 months 18 days	4 years 10 months 6 days
Gross	$ 17,191	$ 17,191	$ 17,191
Accumulated amortization	(11,692)	(10,482)	(8,870)
Net	5,499	6,709	8,321
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	2 years 9 months 18 days	3 years 6 months	4 years 6 months
Gross	13,997	13,997	13,997
Accumulated amortization	(10,147)	(9,098)	(7,699)
Net	3,850	4,899	6,298
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	7 years 9 months 18 days	8 years 6 months	9 years 6 months
Gross	3,194	3,194	3,194
Accumulated amortization	(1,545)	(1,384)	(1,171)
Net	$ 1,649	$ 1,810	$ 2,023

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Property, Plant and Equipment (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Schedule of Property, Plant and Equipment and Accumulated Depreciation

Property, plant and equipment and accumulated depreciation were as follows (dollars in thousands):

	September 30, 2014			December 31, 2013
Property, plant and equipment
Buildings	$	28,154		$	14,828
Software and capitalized software costs		7,635			5,578
Computer equipment		6,613			4,832
Rental clocks		6,111			4,865
Furniture, fixtures and equipment		4,073			3,189
Vehicles		421			421
Leasehold improvements		159			135
		53,166			33,848
Less: accumulated depreciation		(15,517	)		(11,540	)
		37,649			22,308
Land		8,993			8,993
Construction in process		—			7,370
Property, plant and equipment, net	$	46,642		$	38,671

Property, plant and equipment and accumulated depreciation were as follows (dollars in thousands):

	December 31,
	2013			2012
Property, plant and equipment
Furniture, fixtures and equipment	$	3,189		$	2,887
Computer equipment		4,832			3,498
Software and capitalized software costs		5,578			3,588
Rental clocks		4,865			3,480
Vehicles		421			468
Buildings		14,828			14,828
Leasehold improvements		135			135
		33,848			28,884
Less: accumulated depreciation		(11,540	)		(8,015	)
		22,308			20,869
Land		8,993			4,205
Construction in process		7,370			65
Property, plant and equipment, net	$	38,671		$	25,139

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Goodwill and Intangible Assets, Net - Schedule of Estimated Amortization Expense of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
2014	$ 403
2014		1,613
2015	1,613	1,613
2016	1,613	1,613
2017	913	913
2018	213	213
Thereafter	744	744
Net	$ 5,499	$ 6,709	$ 8,321

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Long-Term Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Schedule of Long-Term Debt

Our long-term debt consisted of the following (dollars in thousands):

	September 30, 2014			December 31, 2013
Term note to bank due December 15, 2018(1)	$	—		$	11,963
Construction note to bank(2)		—			9,127
Term note to bank due June 1, 2021(3)		27,186			—
Note to related party due April 3, 2017(4)		—			46,193
Note to related party due April 3, 2022(5)		—			18,807
Less: Unamortized debt discounts		—			(4,125	)
Total long-term debt (including current portion)		27,186			81,965
Less: Current portion		(845	)		(9,545	)
Total long-term debt, net	$	26,341		$	72,420

(1) 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”). The 2013 Construction Loan was secured by a first mortgage covering 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 accrued 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 was payable monthly on the first day of each month. The 2013 Construction Loan, along with the 2011 Consolidated Loan, was converted into a term loan in July 2013 (the “2013 Term Loan”).

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 4.0% per annum.

In December 2013, we consolidated the 2013 Term Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount of the 2013 Consolidated Loan to $14.6 million. The 2013 Consolidated Loan was 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 accrued 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. In the second quarter of 2014, the 2013 Consolidated Loan was consolidated into the 2021 Consolidated Loan.

The 2011 Consolidated Loan and the 2013 Consolidated Loan were subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0. As of 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 excluded this item from the calculation as of December 31, 2013 and which remains in effect through April 30, 2015.

(2) 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 (the “2011 Consolidated Loan”). Under the 2011 Consolidated Loan, principal and interest were payable monthly based on a 20 year amortization rate of 5.0%. The 2011 Consolidated Loan was collateralized by a first mortgage covering our original corporate headquarters building and was secured by a first lien security interest in certain personal property relating to our original corporate headquarters building. In the second quarter of 2014, the 2011 Consolidated Loan was consolidated into the 2021 Consolidated Loan. See Note (3) below for the definition of, and more information about, the 2021 Consolidated Loan.

(3) At September 30, 2014, our outstanding indebtedness consisted of a term note under a Loan Agreement (the “2021 Consolidated Loan”) with an outstanding principal balance of $27.2 million as of September 30, 2014. In June 2014, we consolidated outstanding amounts under the 2011 Consolidated Loan and 2013 Consolidated Loan into the 2021 Consolidated Loan under a modification agreement. The 2021 Consolidated Loan is due to Kirkpatrick Bank and matures on May 30, 2021. Under the 2021 Consolidated Loan, interest is payable monthly and accrues at a fixed rate of 4.75% per annum. The 2021 Consolidated Loan is secured by a mortgage covering our headquarters buildings and certain personal property relating to our headquarters buildings.

The 2021 Consolidated Loan includes certain financial covenants, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions), as defined in the applicable agreement, of greater than 1.5 to 1.0. We were in compliance with the financial covenant related to the debt coverage ratio as of September 30, 2014.

(4) In April 2014, we paid off the balance of the 2017 Note that was issued by WCAS Holdings and was payable to Welsh, Carson, Anderson & Stowe X, L.P., a related party (“WCAS X”) with proceeds from our IPO. The 2017 Note accrued interest at a rate of 14% per annum. As of December 31, 2013, the outstanding principal balance of the 2017 Note was $46.2 million.

(5) In April 2014, we paid off the balance of the 10% Senior Note due 2022 (the “2022 Note”) with WCAS Capital Partners IV, L.P., a related party (“WCAS CP IV”) with proceeds from our IPO and from existing cash. The 2022 Note accrued interest at a rate of 10% per annum. As of December 31, 2013, the outstanding principal amount of the 2022 Note was $18.8 million. The 2022 Note was issued at a discount of $2.4 million. The total unamortized discount related to this note was $4.1 million. As of December 31, 2013, in conjunction with the payoff of this note, we wrote off the remaining unamortized discount of $0.5 million.

Our long-term debt consisted of the following (dollars in thousands):

	December 31, 2013			December 31, 2012
Term note to bank due December 15, 2018(1)(3)	$	11,963		$	12,360
Construction note to bank(2)(3)		9,127			1,750
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		(4,125	)		(4,367	)
Total long-term debt (including current portion)		81,965			74,743
Less: Current portion		(9,545	)		(2,151	)
Total long-term debt, net	$	72,420		$	72,592

(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 December 31, 2013 and 2012, we had a term note with an outstanding principal amount of $12.0 million and $12.4 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 at an annual rate of 5.0%. The 2011 Consolidated Loan was collateralized by a first mortgage covering our original corporate headquarters building and is secured by a first lien security interest in certain personal property relating to our original corporate headquarters building.

(2) In December 2012, we entered into a loan agreement for the purchase of approximately 17.6 acres for future expansion at our headquarters. As of December 31, 2012, the loan agreement had an outstanding principal amount of $1.8 million from Kirkpatrick Bank, due April 21, 2013 (the “December 2012 Loan”). Under the December 2012 Loan, interest accrues monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted from time to time, but not more often than each day, on the 21st day of each month. As of December 31, 2012, this equated to a rate of 3.25%. Principal on the note was due in one payment on the maturity date, collateralized by a first mortgage covering our corporate headquarters and a first security interest in certain personal property relating to our corporate headquarters. The December 2012 Loan was paid in full during the year ended December 31, 2013 with an advance from the construction loan entered into on March 2013, which is described below.

(3) 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”). The 2013 Construction Loan was 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 accrued 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 was payable monthly on the first day of each month. During the year ended December 31, 2013, a portion of the advancement was drawn to repay the December 2012 Loan. The 2013 Construction Loan, along with the 2011 Consolidated Loan, was converted into a term loan in July 2013 (the “2013 Term Loan”).

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 accrues 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 Term Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount of the 2013 Consolidated Loan to $14.6 million. The 2013 Consolidated Loan was 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 accrued 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 December 31, 2013, the 2013 Consolidated Loan had an outstanding principal amount of $9.1 million and availability of $5.5 million from Kirkpatrick Bank.

The 2013 Consolidated Loan, December 2012 Loan, and 2011 Consolidated Loan were subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0. As of December 31, 2013 and 2012, 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 excluded these items from the calculation as of December 31, 2013 and 2012, 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”). The 2017 Note was due on April 3, 2017 and interest was 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 December 31, 2013 and 2012, 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”). The 2022 Note is due on April 3, 2022 and interest accrued 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 December 31, 2013 and 2012, we had elected to pay accrued interest in cash.

Aggregate Future Maturities of Long-Term Debt

Aggregate future maturities of long-term debt for the next five years and thereafter (including current portion) as of December 31, 2013 are as follows (dollars in thousands):

Year Ending December 31,
2014	$	9,545
2015		440
2016		461
2017		46,679
2018		10,158
Thereafter		14,682
	$	81,965

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Consolidation, Basis of Presentation, Organization and Description of Business

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Consolidation, Basis of Presentation, Organization and Description of Business

1. CONSOLIDATION AND BASIS OF PRESENTATION

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC (“Merger Sub”) 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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. This includes a retrospective presentation for all equity related disclosures, including share, per share, and restricted stock disclosures, which have been revised to reflect the effects of the 2014 Reorganization. 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 in the 2014 Reorganization 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 September 30, 2014 and December 31, 2013, our condensed consolidated results of operations for the nine months ended September 30, 2014 and 2013 and our condensed consolidated cash flows for the nine months ended September 30, 2014 and 2013. Such adjustments are of a normal recurring nature. The information in this prospectus should be read in conjunction with our consolidated financial statements for the years ended December 31, 2013 and 2012 included elsewhere in this prospectus.

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. Significant estimates include the useful life for long-lived and intangible assets, the life of our client relationships, 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 the 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.

Summary of Significant Accounting Policies

Software’s significant accounting policies are discussed in Note 2 to its audited consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 included elsewhere in this prospectus.

Recently Issued and Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“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 during the nine months ended September 30, 2014, which did not have a material impact on our condensed consolidated financial statements.

In May 2014, the FASB issued authoritative guidance which included a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our condensed consolidated financial statements.

In June 2014, the FASB issued authoritative guidance for share-based payments which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for us on January 1, 2016. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements.

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC (“Merger Sub”) 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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. This includes a retrospective presentation for all equity related disclosures, including share, per share, and restricted stock disclosures, which have been revised to reflect the effects of the 2014 Reorganization. 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 include the ownership of a minority equity interest in CP IV Blocker, which was eliminated upon the acquisition of CP IV Blocker in the 2014 Reorganization on January 1, 2014.

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.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated depreciation	$ 15,517	$ 11,540	$ 8,015
Accumulated amortization	$ 11,692	$ 10,482	$ 8,870
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	51,056,462	45,708,573	44,560,048
Common stock, shares outstanding	51,056,462	45,708,573	44,560,048

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Related-Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Related-Party Transactions

10. RELATED-PARTY TRANSACTIONS

Our 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. During each of the three months ended September 30, 2014 and 2013, we paid rent on our Dallas office space in the amounts of less than $0.1 million. During each of the nine months ended September 30, 2014 and 2013, we paid rent on our Dallas office space in the amounts of $0.2 million.

In connection with the corporate reorganization in April 2012, we entered into the 2022 Note with WCAS CP IV, a related party. We paid off the balance of this note in April 2014 with proceeds from our IPO and with existing cash on hand.

In connection with the 2014 Reorganization, we assumed the 2017 Note that was issued by WCAS Holdings and was payable to WCAS X. We paid off the balance of this note in April 2014 with proceeds from our IPO.

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.

10. RELATED-PARTY TRANSACTIONS

During each of the years ended December 31, 2013, 2012 and 2011, we paid rent on our Dallas office space in the amounts of $0.3 million. The Dallas office building is owned by 417 Oakbend, LP, a Texas limited partnership. Our Chief Sales Officer owns a .01% general partnership interest and a 10.49% limited partnership interest in 417 Oakbend, LP.

In November 2013 and December 2012, we purchased approximately 18.3 acres and 17.6 acres of land, respectively, for future expansion at our corporate headquarters. The land was purchased from Kilpatrick Partners, L.L.C., for a total cost of $4.8 million and $2.3 million, respectively. The manager of Kilpatrick Partners, L.L.C. is our President and Chief Executive Officer.

In connection with the April 2012 Corporate Reorganization, we entered into the 2022 Note with WCAS Capital Partners IV, L.P., a related party as described in Note 5. The 2022 Note is due on April 3, 2022 and interest is payable at an annual rate of 10%, payable semiannually in arrears on December 31 and June 30 of each year.

At both December 31, 2013 and 2012, Holdings owed $0.1 million to Welsh, Carson, Anderson & Stowe, L.P. and certain of their affiliates, representing tax distributions and travel expenses paid by Welsh, Carson, Anderson & Stowe, L.P. and charged to Holdings.

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 John Kerber 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 John Kerber for an aggregate purchase price of approximately $0.7 million. John Kerber is one of our former employees and the brother of William X. Kerber III, our Chief Information Officer.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014
Document Information [Line Items]
Document Type	S-1/A
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Trading Symbol	PAYC
Entity Registrant Name	Paycom Software, Inc.
Entity Central Index Key	0001590955
Entity Filer Category	Non-accelerated Filer

XML

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Commitments and Contingencies

11. COMMITMENTS AND CONTINGENCIES

Funding Agreement

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 September 30, 2014 and December 31, 2013, we had earned $1.9 million and $1.5 million of job creation payments, respectively. We believe that we will fulfill the obligations under this agreement within the time frame specified.

Legal Proceedings

In July 2013, Dr. Lakshmi Arunachalam filed a complaint against Paycom Payroll, LLC (“Paycom”) 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. 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. 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. On July 1, 2014, Paycom, Webexchange, Inc., Dr. Arunachalam, and Pi-Net International, Inc. entered into a confidential settlement agreement. As part of this settlement agreement, Pi-Net International, Inc. and Paycom entered a stipulation of dismissal with prejudice on July 1, 2014.

On September 23, 2014, we filed a complaint against National Financial Partners Corp. in the United States District Court for the Western District of Oklahoma (Civil Action No. 5:14-cv-01029-R) seeking a declaratory judgment that we have not engaged in any trademark infringement or unfair competition in connection with the use of our logo. On September 23, 2014, National Financial Partners Corp. filed a complaint against Software in the United States District Court for the Northern District of Illinois (Civil Action No. 1:14-cv-07424). The complaint alleges trademark infringement, unfair competition, deceptive trade practices, consumer fraud and deceptive business practices related to the adoption and use of our logo and seeks preliminary and permanent injunctions prohibiting us from continued infringement as well as money damages, including an accounting for sales and profits, attorneys’ fees and disgorgement of profits. On October 16, 2014, National Financial Partners Corp. filed a motion to dismiss the action pending in the Western District of Oklahoma. On October 20, 2014, we filed a motion to transfer the action from the Northern District of Illinois to the Western District of Oklahoma, and a memorandum in support of the motion to transfer, in the Northern District of Illinois. On December 12, 2014, the United States District Court for the Western District of Oklahoma granted National Financial Partners Corp.’s motion to dismiss. We intend to vigorously defend this litigation. National Financial Partners Corp. has moved for an order preliminarily enjoining us from using our logo. We intend to oppose that motion. In the event that a court ultimately determines that we have infringed any of the asserted trademarks or grants National Financial Partners Corp.’s motion for a preliminary injunction, we may be subject to damages, which may include treble damages, and/or be enjoined from using our current logo while the parties are litigating the merits of their claims or be required to modify our logo and/or undergo a rebranding of our solution and applications. We cannot predict with any degree of certainty the outcome of the litigation or determine the extent of any potential liability or damages.

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 expense is 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 September 30, 2014 were as follows:

Year Ending December 31,	Operating
2014	$	927
2015		3,811
2016		3,542
2017		3,181
2018		2,622
Thereafter		1,772
Total minimum lease payments	$	15,855

11. COMMITMENTS AND CONTINGENCIES

Funding Agreement

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 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 December 31, 2013 and 2012, we had earned $1.5 million and $0.9 million of job creation payments, respectively. We believe that we will fulfill the obligations under this agreement within the time frame specified.

Legal Proceedings

In July 2013, Dr. Lakshmi Arunachalam filed a complaint against Paycom Payroll, LLC (“Paycom”) 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. 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. 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. On July 1, 2014, Paycom, Webexchange, Inc., Dr. Arunachalam, and Pi-Net International, Inc. entered into a confidential settlement agreement. As part of this settlement agreement, Pi-Net International, Inc. and Paycom entered a stipulation of dismissal with prejudice on July 1, 2014.

On September 23, 2014, we filed a complaint against National Financial Partners Corp. in the United States District Court for the Western District of Oklahoma (Civil Action No. 5:14-cv-01029-R) seeking a declaratory judgment that we have not engaged in any trademark infringement or unfair competition in connection with the use of our logo. On September 23, 2014, National Financial Partners Corp. filed a complaint against Software in the United States District Court for the Northern District of Illinois (Civil Action No. 1:14-cv-07424). The complaint alleges trademark infringement, unfair competition, deceptive trade practices, consumer fraud and deceptive business practices related to the adoption and use of our logo and seeks preliminary and permanent injunctions prohibiting us from continued infringement as well as money damages, including an accounting for sales and profits, attorneys’ fees and disgorgement of profits. On October 16, 2014, National Financial Partners Corp. filed a motion to dismiss the action pending in the Western District of Oklahoma. On October 20, 2014, we filed a motion to transfer the action from the Northern District of Illinois to the Western District of Oklahoma, and a memorandum in support of the motion to transfer, in the Northern District of Illinois. On December 12, 2014, the United States District Court for the Western District of Oklahoma granted National Financial Partners Corp.’s motion to dismiss. We intend to vigorously defend this litigation. National Financial Partners Corp. has moved for an order preliminarily enjoining us from using our logo. We intend to oppose that motion. In the event that a court ultimately determines that we have infringed any of the asserted trademarks or grants National Financial Partners Corp.’s motion for a preliminary injunction, we may be subject to damages, which may include treble damages, be enjoined from using our current logo while the parties are litigating the merits of the claims or be required to modify our logo and/or undergo a rebranding of our solution and applications. We cannot predict with any degree of certainty the outcome of the litigation or determine the extent of any potential liability or damages.

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 as of December 31, 2013 were as follows (dollars in thousands):

Year Ending December 31,	Operating
2014	$	2,222
2015		2,092
2016		1,767
2017		1,465
2018		705
Thereafter		53
Total minimum lease payments	$	8,304

Rent expense under operating leases for the years ended December 31, 2013, 2012 and 2011 was $2.0 million, $1.5 million and $1.6 million, respectively.

XML

Condensed Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues
Recurring	$ 35,910	$ 25,210	$ 105,030	$ 75,808	$ 105,560	$ 75,420	$ 56,382
Implementation and other	688	620	1,859	1,513	2,041	1,390	824
Total revenues	36,598	25,830	106,889	77,321	107,601	76,810	57,206
Cost of revenues
Operating expenses	5,798	4,846	17,847	13,633	19,070	14,895	12,287
Depreciation	638	494	1,876	1,320	1,821	1,431	987
Total cost of revenues	6,436	5,340	19,723	14,953	20,891	16,326	13,274
Administrative expenses
Sales and marketing	14,856	10,339	44,237	28,913	42,681	29,255	22,244
Research and development	1,059	538	2,878	1,317	2,146	1,632	1,225
General and administrative	8,410	6,815	25,816	18,851	28,729	19,372	14,650
Depreciation and amortization	1,159	959	3,322	2,716	3,682	4,092	4,300
Total administrative expenses	25,484	18,651	76,253	51,797	77,238	54,351	42,419
Total operating expenses	31,920	23,991	95,976	66,750	98,129	70,677	55,693
Operating income	4,678	1,839	10,913	10,571	9,472	6,133	1,513
Interest expense	(338)	(2,329)	(3,079)	(6,929)	(9,272)	(6,977)	(134)
Net loss on early repayment of debt			(4,044)
Other income (expense), net	39	(133)	1,395	140	1,199	354	108
Income (loss) before income taxes	4,379	(623)	5,185	3,782	1,399	(490)	1,487
Provision (benefit) for income taxes	1,689	(199)	2,028	1,211	792	(84)	601
Net income (loss)	2,690	(424)	3,157	2,571	607	(406)	886
Net income (loss) attributable to the noncontrolling interest		(3)		19	6	(3)
Net income (loss) attributable to the Company	2,690	(421)	3,157	2,552	601	(403)	886
Pro forma additional income tax expense (benefit)		(93)		563	(137)	(14)	35
Pro forma net income (loss)	$ 2,690	$ (328)	$ 3,157	$ 1,989	$ 738	$ (389)	$ 851
Net income (loss) per share, basic	$ 0.05	$ (0.01)	$ 0.06	$ 0.06	$ 0.01	$ (0.01)	$ 0.02
Net income (loss) per share, diluted	$ 0.05	$ (0.01)	$ 0.06	$ 0.05	$ 0.01	$ (0.01)	$ 0.02
Pro forma net income (loss) per share, basic	$ 0.05	$ (0.01)	$ 0.06	$ 0.04	$ 0.02	$ (0.01)	$ 0.02
Pro forma net income (loss) per share, diluted	$ 0.05	$ (0.01)	$ 0.06	$ 0.04	$ 0.02	$ (0.01)	$ 0.02
Weighted average shares outstanding:
Basic	51,056,462	45,707,802	49,040,344	45,398,933	45,476,895	44,771,559	44,560,053
Diluted	52,978,051	45,707,802	51,223,048	47,975,548	48,062,075	44,771,559	45,411,371
Pro forma weighted average shares outstanding:
Basic	51,056,462	45,707,802	49,040,344	45,398,933	45,476,895	44,771,559	44,560,053
Diluted	52,978,051	45,707,802	51,223,048	47,975,548	48,062,075	44,771,559	45,411,371

XML

Long-Term Debt

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Long-Term Debt

5. LONG-TERM DEBT

Our long-term debt consisted of the following (dollars in thousands):

	September 30, 2014			December 31, 2013
Term note to bank due December 15, 2018(1)	$	—		$	11,963
Construction note to bank(2)		—			9,127
Term note to bank due June 1, 2021(3)		27,186			—
Note to related party due April 3, 2017(4)		—			46,193
Note to related party due April 3, 2022(5)		—			18,807
Less: Unamortized debt discounts		—			(4,125	)
Total long-term debt (including current portion)		27,186			81,965
Less: Current portion		(845	)		(9,545	)
Total long-term debt, net	$	26,341		$	72,420

(1) 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”). The 2013 Construction Loan was secured by a first mortgage covering 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 accrued 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 was payable monthly on the first day of each month. The 2013 Construction Loan, along with the 2011 Consolidated Loan, was converted into a term loan in July 2013 (the “2013 Term Loan”).

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 4.0% per annum.

In December 2013, we consolidated the 2013 Term Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount of the 2013 Consolidated Loan to $14.6 million. The 2013 Consolidated Loan was 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 accrued 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. In the second quarter of 2014, the 2013 Consolidated Loan was consolidated into the 2021 Consolidated Loan.

The 2011 Consolidated Loan and the 2013 Consolidated Loan were subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0. As of 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 excluded this item from the calculation as of December 31, 2013 and which remains in effect through April 30, 2015.

(2) 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 (the “2011 Consolidated Loan”). Under the 2011 Consolidated Loan, principal and interest were payable monthly based on a 20 year amortization rate of 5.0%. The 2011 Consolidated Loan was collateralized by a first mortgage covering our original corporate headquarters building and was secured by a first lien security interest in certain personal property relating to our original corporate headquarters building. In the second quarter of 2014, the 2011 Consolidated Loan was consolidated into the 2021 Consolidated Loan. See Note (3) below for the definition of, and more information about, the 2021 Consolidated Loan.

(3) At September 30, 2014, our outstanding indebtedness consisted of a term note under a Loan Agreement (the “2021 Consolidated Loan”) with an outstanding principal balance of $27.2 million as of September 30, 2014. In June 2014, we consolidated outstanding amounts under the 2011 Consolidated Loan and 2013 Consolidated Loan into the 2021 Consolidated Loan under a modification agreement. The 2021 Consolidated Loan is due to Kirkpatrick Bank and matures on May 30, 2021. Under the 2021 Consolidated Loan, interest is payable monthly and accrues at a fixed rate of 4.75% per annum. The 2021 Consolidated Loan is secured by a mortgage covering our headquarters buildings and certain personal property relating to our headquarters buildings.

The 2021 Consolidated Loan includes certain financial covenants, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions), as defined in the applicable agreement, of greater than 1.5 to 1.0. We were in compliance with the financial covenant related to the debt coverage ratio as of September 30, 2014.

(4) In April 2014, we paid off the balance of the 2017 Note that was issued by WCAS Holdings and was payable to Welsh, Carson, Anderson & Stowe X, L.P., a related party (“WCAS X”) with proceeds from our IPO. The 2017 Note accrued interest at a rate of 14% per annum. As of December 31, 2013, the outstanding principal balance of the 2017 Note was $46.2 million.

(5) In April 2014, we paid off the balance of the 10% Senior Note due 2022 (the “2022 Note”) with WCAS Capital Partners IV, L.P., a related party (“WCAS CP IV”) with proceeds from our IPO and from existing cash. The 2022 Note accrued interest at a rate of 10% per annum. As of December 31, 2013, the outstanding principal amount of the 2022 Note was $18.8 million. The 2022 Note was issued at a discount of $2.4 million. The total unamortized discount related to this note was $4.1 million. As of December 31, 2013, in conjunction with the payoff of this note, we wrote off the remaining unamortized discount of $0.5 million.

As of September 30, 2014, the carrying value and fair value of our total long-term debt, including the current portion, were each $27.2 million. As of December 31, 2013, the carrying value and fair value of our total long-term debt, including the current portion, were $82.0 million and $84.9 million, respectively. The fair value of variable rate long-term debt approximates its 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.

5. LONG-TERM DEBT

Our long-term debt consisted of the following (dollars in thousands):

	December 31, 2013			December 31, 2012
Term note to bank due December 15, 2018(1)(3)	$	11,963		$	12,360
Construction note to bank(2)(3)		9,127			1,750
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		(4,125	)		(4,367	)
Total long-term debt (including current portion)		81,965			74,743
Less: Current portion		(9,545	)		(2,151	)
Total long-term debt, net	$	72,420		$	72,592

(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 December 31, 2013 and 2012, we had a term note with an outstanding principal amount of $12.0 million and $12.4 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 at an annual rate of 5.0%. The 2011 Consolidated Loan was collateralized by a first mortgage covering our original corporate headquarters building and is secured by a first lien security interest in certain personal property relating to our original corporate headquarters building.

(2) In December 2012, we entered into a loan agreement for the purchase of approximately 17.6 acres for future expansion at our headquarters. As of December 31, 2012, the loan agreement had an outstanding principal amount of $1.8 million from Kirkpatrick Bank, due April 21, 2013 (the “December 2012 Loan”). Under the December 2012 Loan, interest accrues monthly at the Wall Street Journal U.S. Prime Rate plus 0.5%, adjusted from time to time, but not more often than each day, on the 21st day of each month. As of December 31, 2012, this equated to a rate of 3.25%. Principal on the note was due in one payment on the maturity date, collateralized by a first mortgage covering our corporate headquarters and a first security interest in certain personal property relating to our corporate headquarters. The December 2012 Loan was paid in full during the year ended December 31, 2013 with an advance from the construction loan entered into on March 2013, which is described below.

(3) 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”). The 2013 Construction Loan was 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 accrued 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 was payable monthly on the first day of each month. During the year ended December 31, 2013, a portion of the advancement was drawn to repay the December 2012 Loan. The 2013 Construction Loan, along with the 2011 Consolidated Loan, was converted into a term loan in July 2013 (the “2013 Term Loan”).

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 accrues 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 Term Loan and the 2013 Land Loan (“2013 Consolidated Loan”) under a modification agreement that increased the combined maximum principal amount of the 2013 Consolidated Loan to $14.6 million. The 2013 Consolidated Loan was 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 accrued 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 December 31, 2013, the 2013 Consolidated Loan had an outstanding principal amount of $9.1 million and availability of $5.5 million from Kirkpatrick Bank.

The 2013 Consolidated Loan, December 2012 Loan, and 2011 Consolidated Loan were subject to certain financial covenants, as defined in the applicable agreement, including maintaining a debt coverage ratio of EBITDA to indebtedness (defined as current maturities of long-term debt, interest expense and distributions) of greater than 1.5 to 1.0. As of December 31, 2013 and 2012, 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 excluded these items from the calculation as of December 31, 2013 and 2012, 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”). The 2017 Note was due on April 3, 2017 and interest was 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 December 31, 2013 and 2012, 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”). The 2022 Note is due on April 3, 2022 and interest accrued 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 December 31, 2013 and 2012, we had elected to pay accrued interest in cash.

The 2022 Note was issued at a discount of $2.4 million. We amortized the discount over the term of the note using the effective interest method. The 2022 Note also contained 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 provided for mandatory redemption upon a liquidation event. These features (collectively, the “Prepayment Features”) were 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 consolidated balance sheet.

As of December 31, 2013, the carrying value and fair value of our total long-term debt, including current portion was $82.0 million and $84.9 million, respectively. As of December 31, 2012, the carrying value and fair value of our total long-term debt, including current portion was $74.8 million and $75.9 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.

Aggregate future maturities of long-term debt for the next five years and thereafter (including current portion) as of December 31, 2013 are as follows (dollars in thousands):

Year Ending December 31,
2014	$	9,545
2015		440
2016		461
2017		46,679
2018		10,158
Thereafter		14,682
	$	81,965

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Funds Held for Clients and Client Funds Obligation

9 Months Ended

Sep. 30, 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 September 30, 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 (expense), net”, on the Condensed Consolidated Statements of Income.

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Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Components of Intangible Assets

The components of intangible assets were as follows (dollars in thousands):

	September 30, 2014
	Weighted Avg. Remaining Useful Life			Gross		Accumulated Amortization			Net
		(Years	)
Intangibles:
Customer relationships		2.8		$	13,997	$	(10,147	)	$	3,850
Trade name		7.8			3,194		(1,545	)		1,649
Total				$	17,191	$	(11,692	)	$	5,499

	December 31, 2013
	Weighted Avg. Remaining Useful Life			Gross		Accumulated 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 components of intangible assets are as follows (dollars in thousands):

	December 31, 2013
	Weighted Avg. Remaining Useful Life		Gross		Accumulated 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

	December 31, 2012
	Weighted Avg. Remaining Useful Life		Gross		Accumulated Amortization			Net
	(Years)
Intangibles:
Customer relationships		4.5	$	13,997	$	(7,699	)	$	6,298
Trade name		9.5		3,194		(1,171	)		2,023
Total			$	17,191	$	(8,870	)	$	8,321

Schedule of Estimated Amortization Expense of Intangible Assets

Estimated amortization expense as of September 30, 2014 for our existing intangible assets for the next five years and thereafter was as follows (dollars in thousands):

Year Ending December 31,	Amortization Expense
2014	$	403
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	5,499

Estimated amortization expense for our existing intangible assets for the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amortization
2014	$	1,613
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	6,709

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Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 39% and 32% for the nine months ended September 30, 2014 and 2013, respectively. The higher effective income tax rate for the nine months ended September 30, 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 nine months ended September 30, 2014 for the amount of the deferred tax liability resulting from the exchange of common units, incentive units and Series B Preferred Units of Holdings for common stock and restricted 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 and nine months ended September 30, 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 effective income tax rate of 47%, which resulted in an incremental pro forma income tax expense (benefit) of $(0.1) million and $0.6 million for the three and nine months ended September 30, 2013, respectively.

12. INCOME TAXES

The items comprising income tax expense are as follows (dollars in thousands):

	Year Ended December 31,
	2013		2012			2011
Provision (benefit) for current income taxes
Federal	$	—	$	—		$	—
State		275		80			57
Total provision for current income taxes		275		80			57
Provision (benefit) for deferred income taxes, net
Federal		347		(51	)		444
State		170		(113	)		100
Total provision (benefit) for deferred income taxes, net		517		(164	)		544
Total income tax expense (benefit)	$	792	$	(84	)	$	601

The following schedule reconciles the statutory Federal tax rate to the effective income tax rate:

	Year Ended December 31,
	2013			2012			2011
Federal statutory tax rate		34%			34%			34%
Increase (decrease) resulting from:
Earnings excluded from federal income tax		(14%	)		(10%	)		(8%	)
State income taxes, net of federal income tax benefit		29%			7%			11%
Nondeductible expenses from investment in partnership		4%			(13%	)		3%
Other		3%			(1%	)		0%
Effective income tax rate		56%			17%			40%

Our net deferred tax assets and liabilities consist of the following (dollars in thousands):

	Year Ended December 31,
	2013		2012
Current deferred income tax assets
Net operating losses	$	3,643	$	4,184
Federal tax credits		29		—
Current deferred income tax assets, net	$	3,672	$	4,184
Non-current deferred income tax liabilities
Investment in Paycom Payroll Holdings, LLC		2,895		2,890
Non-current deferred income tax liabilities, net	$	2,895	$	2,890

At December 31, 2013, we had net operating loss carryforwards for federal income tax purposes of approximately $9.5 million and state income tax purposes of approximately $10.3 million which are available to offset future federal and state taxable income through 2033.

At December 31, 2013 and 2012, we had no material unrecognized tax benefits related to uncertain tax positions.

We file income tax returns with the United States federal government and various state jurisdictions. With few exceptions, we are no longer subject to U.S federal tax examinations by tax authorities for years prior to 2011 or state and local examinations by tax authorities for years prior to 2010.

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 years ended December 31, 2013, 2012 and 2011 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, 2011. The pro forma net income includes an adjustment to income tax expense, the amount of which was determined at an effective income tax rate of 47%, 20% and 43% for the years ended December 31, 2013, 2012 and 2011, respectively. This resulted in an incremental pro forma income tax (benefit) expense of $(137) thousand, $(14) thousand and $35 thousand for the years ended December 31, 2013, 2012 and 2011, respectively.

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Earnings Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 (loss) and the shares of common stock used in the computation of basic and diluted net earnings per share (dollars in thousands):

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Numerator:
Net income (loss)	$	2,690	$	(424	)	$	3,157	$	2,571
Net income (loss) attributable to the non-controlling interest		—		(3	)		—		19
Net income (loss) attributable to the Company	$	2,690	$	(421	)	$	3,157	$	2,552
Denominator:
Weighted average shares outstanding		51,056,462		44,560,053			49,040,344		44,560,053
Adjustment for vested restricted stock		—		1,147,749			—		838,880
Shares for calculating basic EPS		51,056,462		45,707,802			49,040,344		45,398,933
Weighted average shares outstanding		51,056,462		45,707,802			49,040,344		44,560,053
Dilutive effect of unvested restricted stock		1,921,589		—			2,182,704		3,415,495
Shares for calculating diluted EPS		52,978,051		45,707,802			51,223,048		47,975,548
Net income (loss) per share:
Basic	$	0.05	$	(0.01	)	$	0.06	$	0.06
Diluted	$	0.05	$	(0.01	)	$	0.06	$	0.05

We excluded 2,301,603 shares of restricted stock from the diluted earnings per share calculation for the three months ended September 30, 2013 because the shares were anti-dilutive.

There is no difference in net income and pro forma net income for either the three or nine months ended September 30, 2014. The following is a reconciliation of pro forma net income for the three and nine months ended September 30, 2013 and the shares of stock used in the computation of pro forma basic and diluted net income per share (dollars in thousands):

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Pro forma numerator:
Net income (loss) attributable to the Company	$	(421	)	$	2,552
Pro forma additional income tax (expense) benefit (Note 12)		(93	)		563
Pro forma net income (loss) attributable to the Company (Note 12)	$	(328	)	$	1,989
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053			44,560,053
Adjustment for vested restricted stock		1,147,749			838,880
Pro forma shares for calculating basic EPS		45,707,802			45,398,933
Pro forma weighted average shares outstanding		45,707,802			44,560,053
Effect of dilutive restricted stock		—			3,415,495
Pro forma shares for calculating diluted EPS		45,707,802			47,975,548
Pro forma net income per share:
Basic	$	(0.01	)	$	0.04
Diluted	$	(0.01	)	$	0.04

See “Note 12 Income Taxes” for additional information regarding pro forma income tax expense.

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 (dollars in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator:
Net income (loss)	$	607		$	(406	)	$	886
Net income (loss) attributable to the non-controlling interest		(6	)		3			—
Net income (loss) attributable to the Company	$	601		$	(403	)	$	886
Denominator:
Weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506			—
Shares for calculating basic EPS		45,476,895			44,771,559			44,560,053
Weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Dilutive effect of unvested restricted stock		3,502,022			211,506			851,318
Shares for calculating diluted EPS		48,062,075			44,771,559			45,411,371
Net income per share:
Basic	$	0.01		$	(0.01	)	$	0.02
Diluted	$	0.01		$	(0.01	)	$	0.02

We excluded 2,683,822 shares of restricted stock from the diluted earnings per share calculation for the year ended December 31, 2012 because they were anti-dilutive.

Pro forma net income per share (UNAUDITED)

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 years ended December 31, 2013, 2012 and 2011 was 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, 2011. The pro forma net income includes an adjustment to income tax expense, the amount of which was determined at an effective tax rate of 47%, 20%, 43% which resulted in an incremental pro forma income tax (benefit) expense of ($0.1) million, less than ($0.1) million and less than $0.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. See Note 12 for more information about pro forma income taxes.

The following is a reconciliation of pro forma net income (loss) for the years ended December 31, 2013, 2012 and 2011 and the shares of stock used in the computation of pro forma basic and diluted net income (loss) per share (dollars in thousands).

	Year Ended December 31,
	2013			2012			2011
Pro Forma EPS Table
Pro forma numerator:
Net income (loss) attributable to the Company	$	601		$	(403	)	$	886
Pro forma additional income tax expense (benefit)		(137	)		(14	)		35
Pro forma net income (loss) attributable to the Company	$	738		$	(389	)	$	851
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506			—
Pro forma shares for calculating basic EPS		45,476,895			44,771,559			44,560,053
Pro forma weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506
Effect of dilutive restricted stock		2,585,180			—			851,318
Pro forma shares for calculating diluted EPS		48,062,075			44,771,559			45,411,371
Pro forma net income (loss) per share:
Basic	$	0.02		$	(0.01	)	$	0.02
Diluted	$	0.02		$	(0.01	)	$	0.02

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Income Taxes - Income Tax Expense (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Provision (benefit) for current income taxes
Federal					$ 0	$ 0	$ 0
State					275	80	57
Total provision for current income taxes					275	80	57
Provision (benefit) for deferred income taxes, net
Federal					347	(51)	444
State					170	(113)	100
Total provision (benefit) for deferred income taxes, net					517	(164)	544
Total income tax expense (benefit)	$ 1,689	$ (199)	$ 2,028	$ 1,211	$ 792	$ (84)	$ 601

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Employee Savings Plan

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 matching contribution 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 $0.4 million and $1.3 million for the three and nine months ended September 30, 2014, respectively. Matching contributions amounted to $0.3 million and $0.9 million for the three and nine months ended September 30, 2013, respectively.

6. EMPLOYEE SAVINGS PLAN

Our employees that are over the age of 21 and have completed ninety (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 matching contribution 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 $1.2 million, $1.0 million and $0.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Fair Value of Financial Instruments

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 funds obligation, 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 follows:

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 and nine months ended September 30, 2014 and 2013, we did not have any transfers between Levels 1, 2 or 3 in the three-tier fair value hierarchy.

We had no financial assets or liabilities measured at fair value on a recurring basis as of September 30, 2014. 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 as of December 31, 2013 (dollars in thousands):

	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 was classified as a Level 3 financial instrument due to valuation being 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 as of December 31, 2013:

	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 changes in fair value of our Level 3 financial instruments for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):

	Three Months Ended September 30, 2014		Nine Months Ended September 30, 2014
Beginning Balance	$	—	$	1,107
Issuances		—		—
Change in fair value of derivative liability		—		(635	)
Write-off to Other income (expense)		—		(472	)
Ending Balance	$	—	$	—

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Beginning Balance	$	1,766		$	1,767
Issuances		—			—
Change in fair value of derivative liability		(659	)		(660	)
Ending Balance	$	1,107		$	1,107

Total change in fair value of derivative liability recognized as “Other income (expense), net” in the Condensed Consolidated Statements of Income was $(0.7) million for each of the three and nine months ended September 30, 2013. Total change in fair value of derivative liability, including write-off of the balance due to payoff of the associated loan, recognized as “Other income (expense), net” in the Condensed Consolidated Statements of Income, was $0 and $(1.1) million for the three and nine months ended September 30, 2014, respectively.

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 funds obligation, 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 years ended December 31, 2013, 2012 and 2011, we did not have any transfers between level 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 (dollars in thousands):

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

	December 31, 2012
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	—	$	—	$	1,767	$	1,767
	$	—	$	—	$	1,767	$	1,767

The derivative liability related to long-term debt to related party is classified as a Level 3 derivative due to valuation based upon significant unobservable inputs.

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 as of December 31, 2013 and 2012 were as follows:

	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%

	December 31, 2012
	Valuation Technique		Key Inputs		Range
Derivative Liability		Lattice Model		Probability of exit	90%
				Remaining term	3.3 years  -  9.3 years
				Yield Volatility	20.4%  -  28.5%
				Credit Spread	11.94%
				Risk-free rate	0.36%  -  1.78%

The following table summarizes the change in fair value of our Level 3 financial instruments for the years ended December 31, 2013 and 2012 (dollars in thousands).

	2013			2012
Balance, beginning of year	$	1,767		$	—
Issuances		—			2,100
Change in fair value of derivative liability		(660	)		(333	)
Balance, end of year	$	1,107		$	1,767

Total change in fair value of derivative liability recognized as other income, net in the consolidated statements of income was $0.7 million and $0.3 million for the years ended December 31, 2013 and 2012, respectively. There was no change in fair value of derivative liability recognized during the year ended December 31, 2011.

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Stockholders' Equity and Incentive Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Stockholders' Equity and Incentive Compensation

9. STOCKHOLDERS’ EQUITY AND INCENTIVE COMPENSATION

Prior to the 2014 Reorganization, Holdings had four authorized classes of limited liability company interests (each a “unit”). Series A Preferred Units were voting units with first priority of distribution, entitled to a preferred yield (as defined within our limited liability company agreement) of 9% with regard to certain future asset distributions and conversion features. 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 owned 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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 a portion is subject to performance-based vesting conditions. The performance-based vesting conditions are based on our 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 elsewhere in this prospectus.

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 $29.3 million of historical accumulated deficit to additional paid in capital on January 1, 2014. Following the 2014 Reorganization, Software became a holding company with its principal asset being the Series A Preferred Units of Holdings.

As of September 30, 2014 and December 31, 2013, there was $1.0 million and $1.3 million, respectively, of total unrecognized compensation cost related to unvested restricted stock issued to employees. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.9 years. On April 21, 2014, 217,378 shares of restricted stock automatically vested and converted into shares of common stock.

9. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Prior to the 2014 Reorganization, Holdings had four authorized classes of limited liability company interests (each a “unit”). Series A Preferred Units were voting units with first priority of distribution, entitled to a preferred yield (as defined within our limited liability company agreement) of 9% with regard to certain future asset distributions and conversion features. 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. During the year ended December 31, 2013, we redeemed some of our incentive units through total cash payments of $1.1 million, resulting in total incremental compensation cost of $0.8 million, of which $0.2 million has been capitalized on the date of redemptions.

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 owned 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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 a portion is subject to performance-based vesting conditions. The performance-based vesting conditions are based on our 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 elsewhere in this prospectus.

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 $29.3 million of historical accumulated deficit to additional paid in capital on January 1, 2014. Following the 2014 Reorganization, Software became a holding company with its principal asset being the Series A Preferred Units of Holdings.

The fair value of each share of restricted stock issued is estimated on the date of grant using a Monte Carlo simulation model. This model considers a range of assumptions related to volatility, risk-free interest rate, expected term, and expected dividend yield. Expected volatilities utilized in the model are based on historical volatilities of comparable guideline companies until information regarding the volatility of our own pricing becomes available. An expected dividend yield of 0% is applied given we have not paid and do not expect to pay dividends in the future. The risk-free rate is derived from the implied yield available on 5 year U.S. Treasury securities with a remaining term equivalent to that of the respective shares as of the valuation date. The expected term represents the period that our restricted stock is expected to be outstanding. We determined the expected term assumption based on the vesting terms and contractual terms of the restricted stock. We are required to estimate forfeitures and only record compensation costs for those awards that are expected to vest.

In conjunction with the 2014 Reorganization, unvested incentive units were converted to shares of restricted stock at various conversion ratios that ranged from 1:24 to 1:47. The conversion to restricted stock was determined based on the underlying conditions of the pre-conversion incentive units. The conversion to the grant-date fair values of restricted stock granted was determined by applying the applicable conversion ratio to the respective original grant-date fair value of incentive units granted. The following table presents a summary of the grant-date fair values of restricted stock granted and the related assumptions:

Years Ended December 31,	2013			2012			2011
Grant-date fair value
Restricted Shares		$0.11 - $0.92		$	0.18 - $1.88		$	1.09
Risk-free interest rates		0.71% - 1.41	%		0.72	%		1.74	%
Estimated volatility		50.0	%		60.0	%		60.0	%
Expected life (in years)		5.0			5.0			5.0

The following table presents stock-based compensation resulting from employee incentive share arrangements and is in the following line items in the accompanying audited consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011:

Years Ended December 31, (in thousands)	2013		2012		2011
Operating expense	$	222	$	87	$	36
Sales and marketing		114		83		57
Research and development		345		100		25
General and administrative		253		233		47
Total stock-based compensation expense	$	934	$	503	$	165

We do not receive any cash proceeds from the conversion of our restricted stock. There was no income tax benefit recognized as a result of our stock-based compensation expense for each of the years ended December 31, 2013, 2012 and 2011.

The capitalized non-cash stock-based compensation expense related to software developed for internal use of $0.2 million and $0.1 million was included in software and capitalized software costs in property, plant and equipment, net in our consolidated balance sheets as of December 31, 2013 and 2012, respectively.

Compensation costs for restricted stock awards with service only conditions are measured based on the fair value of the award on the grant date and recognized over the requisite service period. The performance-based vesting conditions will vest 50% upon us reaching a total enterprise value of $1.4 billion and 50% upon our reaching a total enterprise value of $1.8 billion, provided that the person is employed by us on that date. Compensation expense relating to the issuance of performance-based restricted stock is measured based upon the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met.

A summary of the status of our non-vested restricted stock as of December 31, 2013 and related changes during the year ended December 31, 2013:

Restricted Stock:
Year ended December 31, 2013	Number of shares			Weighted average grant- date fair value (in dollars)
Restricted stock outstanding at January 1, 2013		7,895,692		$	0.26
Restricted stock granted		1,062,945		$	0.37
Restricted stock vested		(781,411	)	$	0.48
Restricted stock forfeited		(56,125	)	$	0.43
Restricted stock outstanding at December 31, 2013		8,121,101		$	0.25

The fair market value of the restricted stock awards shown in the preceding table are based on our estimated enterprise value at the date of grant, with consideration given to rights and terms of such shares.

Our restricted stock does not have an exercise price and therefore the intrinsic value of the restricted stock equals the fair value.

During the year ended December 31, 2012, there was one modification that affected two employees. The modification amended the vesting period from the original 50% on the third and 50% on the fourth anniversaries, to immediate vesting of 100% of the shares. This modification resulted in total incremental compensation costs of $0.1 million for the year ended December 31, 2012. There were no modifications to the restricted stock during the years ended December 31, 2013 or 2011.

There was $1.3 million of total unrecognized compensation cost related to unvested restricted stock issued to employees as of December 31, 2013 and December 31, 2012. The unrecognized compensation cost is expected to be recognized over a weighted average period of 3.7 years.

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Subsequent Events - Additional Information (Detail) (USD $)	9 Months Ended	0 Months Ended		1 Months Ended	0 Months Ended
	Sep. 30, 2014	Apr. 21, 2014	Sep. 30, 2014	Jan. 31, 2014	Dec. 01, 2014	Dec. 31, 2013	Dec. 31, 2012
Subsequent Event [Line Items]
Proceeds from initial public offering net	$ 62,842,000
Total long-term debt (including current portion)	27,186,000		27,186,000			81,965,000	74,743,000
Oerating leases	15,855,000		15,855,000			8,304,000
2021 Consolidated Loan [Member]
Subsequent Event [Line Items]
Total long-term debt (including current portion)	27,200,000		27,200,000
Debt instrument, interest rate	4.75%		4.75%
Debt instrument maturity date	Jun. 01, 2021
Vest 50% upon reaching a total enterprise value of $1.4 billion [Member]
Subsequent Event [Line Items]
Enterprise value						1,400,000,000
Subsequent Events [Member]
Subsequent Event [Line Items]
Repayment of debt		3,300,000
Subsequent Events [Member] | 2021 Consolidated Loan [Member]
Subsequent Event [Line Items]
Total long-term debt (including current portion)	27,186,000		27,186,000
Debt instrument, interest rate	4.75%		4.75%
Debt instrument maturity date			May 30, 2021
Subsequent Events [Member] | IPO [Member]
Subsequent Event [Line Items]
Issuance of common stock related to IPO		7,641,750
Issuance of common stock price per share related to IPO		$ 15.00
Proceeds from initial public offering		69,100,000
Proceeds from initial public offering net		64,300,000
Repayment of debt		64,300,000
Subsequent Events [Member] | IPO [Member] | Company [Member]
Subsequent Event [Line Items]
Issuance of common stock related to IPO		4,606,882
Subsequent Events [Member] | IPO [Member] | Selling Shareholders' [Member]
Subsequent Event [Line Items]
Issuance of common stock related to IPO		3,034,868
Subsequent Events [Member] | Non Cancellable Operating Leases [Member]
Subsequent Event [Line Items]
Number of new office leases				14
Oerating leases				9,500,000
Subsequent Events [Member] | Non Cancellable Operating Leases [Member] | Minimum [Member]
Subsequent Event [Line Items]
Lease term				1 year
Subsequent Events [Member] | Vest 50% upon reaching a total enterprise value of $1.4 billion [Member]
Subsequent Event [Line Items]
Stock issued during period upon vesting of restricted stock, shares					2,723,233
Enterprise value					$ 1,400,000,000

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Goodwill and Intangible Assets, Net - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 51,889,000			$ 51,889,000		$ 51,889,000	$ 51,889,000
Goodwill, Impairment Loss			0			0	0	0
Weighted average remaining useful life				4 years 3 months 18 days		4 years 10 months 6 days
Amortization of intangible assets	$ 400,000	$ 400,000		$ 1,200,000	$ 1,200,000	$ 1,600,000	$ 2,400,000	$ 3,200,000

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Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended			1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2010
Other Commitments [Line Items]
Operating lease expiration period			2014 to 2019		2014 to 2019
Operating lease rent expense	$ 1,000,000	$ 500,000	$ 2,400,000	$ 1,400,000	$ 2,000,000	$ 1,500,000	$ 1,600,000
Oklahoma City Economic Development Trust [Member]
Other Commitments [Line Items]
Up-front job creation payment from Trust								2,000,000
Term of agreement								5 years
Earned job creation payments	1,900,000		1,900,000		1,500,000	900,000
Oklahoma City Economic Development Trust [Member] | Minimum [Member]
Other Commitments [Line Items]
Number of jobs created within a 5 year period								492
Average first year wage								37,000
Capital investment in the project								$ 15,000,000

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Consolidation, Basis of Presentation, Organization and Description of Business (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

The Reorganization

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC (“Merger Sub”) 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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. This includes a retrospective presentation for all equity related disclosures, including share, per share, and restricted stock disclosures, which have been revised to reflect the effects of the 2014 Reorganization. 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 in the 2014 Reorganization 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.

The Reorganization

Paycom Software, Inc. (“Software”) and its wholly-owned subsidiary, Payroll Software Merger Sub, LLC (“Merger Sub”) 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 their Series B Preferred Units of Holdings to Software in exchange for shares of common stock of Software. Immediately after these contributions, Merger Sub 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. This includes a retrospective presentation for all equity related disclosures, including share, per share, and restricted stock disclosures, which have been revised to reflect the effects of the 2014 Reorganization. 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 include the ownership of a minority equity interest in CP IV Blocker, which was eliminated upon the acquisition of CP IV Blocker in the 2014 Reorganization on January 1, 2014.

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 September 30, 2014 and December 31, 2013, our condensed consolidated results of operations for the nine months ended September 30, 2014 and 2013 and our condensed consolidated cash flows for the nine months ended September 30, 2014 and 2013. Such adjustments are of a normal recurring nature. The information in this prospectus should be read in conjunction with our consolidated financial statements for the years ended December 31, 2013 and 2012 included elsewhere in this prospectus.

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. Significant estimates include the useful life for long-lived and intangible assets, the life of our client relationships, 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 the circumstances. As such, actual results could materially differ from these estimates.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the useful life for long-lived and intangible assets, the life of our client relationships, 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.

Segment Information

We operate in a single operating segment and a single reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief executive officer in deciding how to allocate resources and assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the consolidated level. Since we operate in one operating segment, all required financial segment information is presented in the consolidated financial statements.

Recently Adopted and Issued Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“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 during the nine months ended September 30, 2014, which did not have a material impact on our condensed consolidated financial statements.

In May 2014, the FASB issued authoritative guidance which included a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our condensed consolidated financial statements.

In June 2014, the FASB issued authoritative guidance for share-based payments which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for us on January 1, 2016. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements.

Recently Adopted and Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which adds new disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income (“AOCI”). The update requires that an entity present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of AOCI based on its source and the income statement line items affected by the reclassification. The amendment is effective for fiscal years and interim periods beginning on after December 15, 2012. We adopted this new guidance for the year ended December 31, 2013, which did not have a material impact on our consolidated financial statements.

In February 2013, the FASB issued authoritative guidance, which added new disclosure requirements to measure obligations resulting from joint and several liability arrangement 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 joint parties. These disclosures are in addition to existing related party disclosure requirements. The amendment is effective for fiscal years and interim periods beginning after December 15, 2013 and we do not expect the adoption of such guidance to have a material impact on our 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 year ended December 31, 2013, which did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued authoritative guidance which included a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In June 2014, the FASB issued authoritative guidance for share-based payments which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for us on January 1, 2016. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Our consolidated financial statements include the financial results of Software, Holdings, Paycom and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

Certain reclassifications were made to the 2012 and 2011 consolidated financial statements to conform to the 2013 presentation. These reclassifications were not material to the financial statements and had no effect on the consolidated stockholders’ equity or net income (loss).

Cash Equivalents

Cash Equivalents

We consider all highly liquid debt instruments purchased with a maturity of three months or less and money market mutual funds to be cash equivalents. We maintain cash and cash equivalents in bank deposit accounts and money market funds, which may not be federally insured. The fair value of our cash and cash equivalents approximates carrying value. As of December 31, 2013 and 2012, all amounts were held in deposit on demand. We have not experienced any losses in such accounts and do not believe there is exposure to any significant credit risk on such accounts.

Restricted Cash

Restricted Cash

Restricted cash in our consolidated balance sheets primarily consists of cash held in restricted accounts due to requirements under an existing office building lease and our corporate building loan agreements. As of both December 31, 2013 and 2012, we had restricted cash of $0.4 million.

Accounts Receivable

Accounts Receivable

We generally collect revenue from our customers via automatic deduction from clients’ bank accounts at the time processing occurs. Accounts receivable on our consolidated balance sheets consists primarily of revenue fees related to the last day of the period, which are collected on the following business day. As accounts receivable are collected via automatic deduction on the following business day, the Company has not recorded an allowance for doubtful accounts.

Deferred offering costs

Deferred offering costs

Deferred offering costs represent legal, accounting and other direct costs related to our efforts to raise capital through an IPO. Costs related to IPO activities were deferred until the completion of the IPO, at which time they were offset against the IPO proceeds. As of December 31, 2013, we had capitalized $0.6 million associated with IPO activities and included such amount in prepaid expenses on the consolidated balance sheets. There were no deferred offering costs capitalized as of December 31, 2012.

Inventory

Inventory

Our inventory consists of five types of time clocks sold to clients as part of our time and attendance services and are stated at the lower of cost or market. Cost is determined using the first-in first-out (“FIFO”) cost method.

Time clocks are purchased as finished goods from a third party and as such we do not have any inventory classified as raw materials or work in process inventory. Rental clocks issued to clients under month-to-month operating leases are classified as property, plant, and equipment. We retain inventory in certain lines primarily as replacements for those clients who use the various clocks and have determined that no write-downs for obsolete items was required based on inventory turnover and our historical experience during the years ended December 31, 2013, 2012 and 2011.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is determined using the straight line method over the estimated useful lives of the assets as follows:

Office equipment and furniture & fixtures	5 years
Computer equipment and software	3 years
Buildings	30 years
Leasehold improvements	3 years
Rental clocks	5 years
Vehicles	3 years

Our leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease terms. Costs incurred during construction of long-lived assets are recorded as construction in progress and are not depreciated until the asset is placed in service.

We capitalize interest incurred related to construction in progress. For the years ended December 31, 2013, 2012 and 2011, we incurred interest costs of $2.6 million, $2.0 million and $0.4 million, respectively. For the years ended December 31, 2013, 2012 and 2011, interest expense of $0.1 million, less than $0.1 million and $0.3 million, respectively, was capitalized.

Internal Use Software

Internal Use Software

Expenditures for major software purchases and software developed or obtained for internal use are capitalized and amortized over a three-year period on a straight-line basis. Capitalized costs include external direct costs of materials and services associated with developing or obtaining internal use computer software and certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that are capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. We also expense internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities.

The total capitalized payroll costs related to internal use computer software projects was $1.2 million and $0.6 million as of December 31, 2013 and 2012, respectively, which have been included in property, plant and equipment. Amortization expense related to capitalized software costs of $0.6 million, $0.4 million and $0.4 million was charged to expense for the years ended December 31, 2013, 2012 and 2011, respectively.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill is not amortized, but is instead tested for impairment annually, or earlier if, at the reporting unit level, an indicator of impairment arises. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. If impairment exists, a write-down to fair value (normally measured by discounting estimated future cash flows) is recorded. Our business is largely homogeneous and, as a result, goodwill is associated with one reporting unit. We have selected June 30 as our annual goodwill impairment testing date and determined there was no impairment as of June 30, 2013. For the years ended December 31, 2013, 2012 and 2011, there were no indicators of impairment. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets with finite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets for the years ended December 31, 2013, 2012 and 2011.

Funds Held for Clients and Client Funds Obligation

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. The interest earned from these investments is included in the consolidated statements of income as other income, net. These investments are shown in the consolidated balance sheets as funds held for clients, and the offsetting liability for the tax filings is shown as client funds obligation.

As of December 31, 2013 and 2012, the funds held for clients were invested in demand deposits, short-term certificates of deposit and money market funds.

Revenue Recognition

Revenue Recognition

Our total revenue is comprised of recurring revenues and implementation and other revenues. We recognize revenue in accordance with accounting standards for software and service companies when all of the following criteria have been met:

• There is persuasive evidence of an arrangement;

• The service has been or is being provided to the client;

• Collection of the fees is reasonably assured; and

• The amount of fees to be paid by the client is fixed or determinable.

Recurring

Recurring revenues are derived primarily from our talent acquisition, time and labor management, payroll, talent management and human resources applications. Talent acquisition includes application tracking, employment and background checks, on/off-boarding, e-verify and tax credit services. Time and labor management includes time and attendance, scheduling, time-off requests, labor allocation and labor management reports. Payroll includes payroll and tax management, paycom pay, expense management and garnishment management. Talent management includes employee self-service, compensation budgeting, performance management and executive dashboard. Human resources management includes document management, government and compliance, benefits and COBRA administration and personnel action forms.

The services related to recurring revenues are rendered during each client’s payroll period, with the agreed-upon fee being charged and collected as part of our processing of the client’s payroll. Recurring revenues are recognized at the conclusion of processing of each client’s payroll-period, when each respective payroll client is billed. Collectability is reasonably assured as the fees are collected through an Automated Clearing House (“ACH”) as part of the client’s payroll cycle or through direct wire transfer, which minimizes the default risk.

Implementation and other

Implementation and other revenues represent non-refundable conversion fees which are charged to new clients to offset the expense of new client set-up and revenue from the sale of time clocks as part of our employee time and attendance services. Because these conversion fees and sale of time clocks relate to our recurring revenue, we have evaluated such arrangements under the accounting guidance that governs multiple element arrangements.

For arrangements with multiple elements, we evaluate whether each element represents a separate unit of accounting. In order to treat deliverables in a multiple element arrangement as separate units of accounting, the deliverables must have standalone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately and revenue is recognized for the respective deliverables as they are delivered. If one or more of the deliverables does not have stand-alone value upon delivery, the deliverables that do not have stand-alone value are generally combined with the final deliverable within the arrangement and treated as a single unit of accounting.

When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling price. Multiple deliverable arrangements accounting guidance provides a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (“VSOE”) of selling price, based on the price at which the item is regularly sold by the vendor on a stand-alone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence (“TPE”) of selling price is used to establish the selling price if it exists, and if not it would be based on our best estimate of selling price.

For the years ended December 31, 2013, 2012 and 2011, we have determined that there is no stand-alone value associated with the upfront conversion fees as they do not have value to our clients on a stand-alone basis nor are they offered as an individual service; therefore, the conversion fees are deferred and recognized ratably over the estimated life of our clients, which we have estimated to be ten years.

For the years ended December 31, 2013, 2012, and 2011, we have determined that the revenues from the employee time and attendance services, and the revenues from the sale of time clocks as part of our time and attendance services, have VSOE of selling price as they are sold on a stand-alone basis. Revenue is therefore recognized for the respective deliverables as they are delivered.

Cost of Revenues

Cost of Revenues

Our costs and expenses applicable to total revenues represent total operating expenses and systems support and technology costs, including labor and related expenses, bank fees, shipping fees and costs of paper stock, envelopes, etc. In addition, costs included to derive gross margins are comprised of support labor and related expenses, related hardware costs and applicable depreciation costs.

Advertising Costs

Advertising Costs

Advertising costs are expensed the first time that advertising takes place. Advertising costs for the years ended December 31, 2013, 2012 and 2011 were $3.4 million, $2.3 million and $1.7 million, respectively.

Sales Taxes

Sales Taxes

We collect and remit sales tax on sales of time and attendance clocks and on payroll services in certain states. These taxes are shown on a net basis, and as such, excluded from revenue. For the years ended December 31, 2013, 2012 and 2011, sales taxes collected and remitted were $2.2 million, $1.6 million and $1.1 million, respectively.

Employee Stock-Based Compensation

Employee Stock-Based Compensation

All stock-based compensation awards to employees are recognized pro rata over the respective vesting period as compensation costs in the consolidated statements of income based on their fair values measured as of the date of grant.

Income Taxes

Income Taxes

Our consolidated financial statements include a provision for income taxes incurred for WCAS Holdings for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

Prior to the 2014 Reorganization, we operated under Holdings as a limited liability company (“LLC”) that was taxed as a partnership. Business income passed through the business to the LLC members, who reported their share of profits or losses on their respective income tax returns.

We file income tax returns in the U.S. and various state jurisdictions. We evaluate tax positions taken or expected to be taken in the course of preparing our tax returns and disallow the recognition of tax positions not deemed to meet a “more-likely-than-not” threshold of being sustained by the applicable tax authority. We do not believe there are any tax positions taken within the consolidated financial statements that would not meet this threshold. Our policy is to record interest and penalties, if any, related to uncertain tax positions as a component of general and administrative expenses. We are not aware of any ongoing or potential examinations as of December 31, 2013. However, the tax years 2010 through 2013 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions.

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Earnings Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Computation of Basic and Diluted Net Income Per Share

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

	Three Months Ended					Nine Months Ended
	September 30, 2014		September 30, 2013			September 30, 2014		September 30, 2013
Numerator:
Net income (loss)	$	2,690	$	(424	)	$	3,157	$	2,571
Net income (loss) attributable to the non-controlling interest		—		(3	)		—		19
Net income (loss) attributable to the Company	$	2,690	$	(421	)	$	3,157	$	2,552
Denominator:
Weighted average shares outstanding		51,056,462		44,560,053			49,040,344		44,560,053
Adjustment for vested restricted stock		—		1,147,749			—		838,880
Shares for calculating basic EPS		51,056,462		45,707,802			49,040,344		45,398,933
Weighted average shares outstanding		51,056,462		45,707,802			49,040,344		44,560,053
Dilutive effect of unvested restricted stock		1,921,589		—			2,182,704		3,415,495
Shares for calculating diluted EPS		52,978,051		45,707,802			51,223,048		47,975,548
Net income (loss) per share:
Basic	$	0.05	$	(0.01	)	$	0.06	$	0.06
Diluted	$	0.05	$	(0.01	)	$	0.06	$	0.05

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 (dollars in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator:
Net income (loss)	$	607		$	(406	)	$	886
Net income (loss) attributable to the non-controlling interest		(6	)		3			—
Net income (loss) attributable to the Company	$	601		$	(403	)	$	886
Denominator:
Weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506			—
Shares for calculating basic EPS		45,476,895			44,771,559			44,560,053
Weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Dilutive effect of unvested restricted stock		3,502,022			211,506			851,318
Shares for calculating diluted EPS		48,062,075			44,771,559			45,411,371
Net income per share:
Basic	$	0.01		$	(0.01	)	$	0.02
Diluted	$	0.01		$	(0.01	)	$	0.02

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 and nine months ended September 30, 2013 and the shares of stock used in the computation of pro forma basic and diluted net income per share (dollars in thousands):

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Pro forma numerator:
Net income (loss) attributable to the Company	$	(421	)	$	2,552
Pro forma additional income tax (expense) benefit (Note 12)		(93	)		563
Pro forma net income (loss) attributable to the Company (Note 12)	$	(328	)	$	1,989
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053			44,560,053
Adjustment for vested restricted stock		1,147,749			838,880
Pro forma shares for calculating basic EPS		45,707,802			45,398,933
Pro forma weighted average shares outstanding		45,707,802			44,560,053
Effect of dilutive restricted stock		—			3,415,495
Pro forma shares for calculating diluted EPS		45,707,802			47,975,548
Pro forma net income per share:
Basic	$	(0.01	)	$	0.04
Diluted	$	(0.01	)	$	0.04

The following is a reconciliation of pro forma net income (loss) for the years ended December 31, 2013, 2012 and 2011 and the shares of stock used in the computation of pro forma basic and diluted net income (loss) per share (dollars in thousands).

	Year Ended December 31,
	2013			2012			2011
Pro Forma EPS Table
Pro forma numerator:
Net income (loss) attributable to the Company	$	601		$	(403	)	$	886
Pro forma additional income tax expense (benefit)		(137	)		(14	)		35
Pro forma net income (loss) attributable to the Company	$	738		$	(389	)	$	851
Pro forma denominator:
Pro forma weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506			—
Pro forma shares for calculating basic EPS		45,476,895			44,771,559			44,560,053
Pro forma weighted average shares outstanding		44,560,053			44,560,053			44,560,053
Adjustment for vested restricted stock		916,842			211,506
Effect of dilutive restricted stock		2,585,180			—			851,318
Pro forma shares for calculating diluted EPS		48,062,075			44,771,559			45,411,371
Pro forma net income (loss) per share:
Basic	$	0.02		$	(0.01	)	$	0.02
Diluted	$	0.02		$	(0.01	)	$	0.02

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Stockholders' Equity and Stock Based Compensation - Additional Information (Detail) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended			9 Months Ended	0 Months Ended
	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012 Employee	Dec. 31, 2011	Sep. 30, 2013	Apr. 21, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to unvested restricted stock	$ 1,300,000		$ 1,300,000	$ 1,300,000
Unrecognized compensation cost expected to be recognized, recognition period of restricted stock		2 years 10 months 24 days	3 years 8 months 12 days
Total cash payments for incentive units			1,100,000
Total incremental compensation cost			800,000
Capitalized compensation cost			200,000
Reclassification adjustment recorded of deficit to additional paid in capital	29,300,000
Restricted stock, expected dividend yield			0.00%
Restricted stock, expected life (in years)			5 years	5 years	5 years
Recognized income tax benefit, restricted shares			0	0	0
Number of employees affected				2
Share-based compensation plan modification description			The modification amended the vesting period from the original 50% on the third and 50% on the fourth anniversaries, to immediate vesting of 100% of the shares.
Total incremental compensation costs			0	100,000	0
Series A Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of preferred yield entitled			9.00%			9.00%
Vest 50% upon reaching a total enterprise value of $1.4 billion [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting percentage, restricted shares			50.00%
Total enterprise value	1,400,000,000		1,400,000,000
Vest 50% upon reaching a total enterprise value of $1.8 billion [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting percentage, restricted shares			50.00%
Total enterprise value	1,800,000,000		1,800,000,000
Software and Capitalized Software Costs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capitalized compensation cost			200,000	100,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested incentive units were converted to shares of restricted stock, conversion ratios			1:24
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested incentive units were converted to shares of restricted stock, conversion ratios			1:47
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to unvested restricted stock	$ 1,300,000	1,000,000	$ 1,300,000
Number of restricted stock converted into common stock							217,378
Conversion of units to shares	8,121,101
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion of units to shares	45,708,573

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Employee Savings Plan - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Contribution Plan Disclosure [Line Items]
401(k) eligibility minimum service period			90 days		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 matching contribution of 3.5% of salary each plan year for our employees.		Contribution equal to 100% of the first 1% of salary deferrals and 50% of salary deferrals between 2% and 6%, up to a maximum matching contribution of 3.5% of salary each plan year for our employees.
Employee vested percentage in salary deferrals and roll over contributions			100.00%		100.00%
Minimum period for vesting 100% contributions			2 years		2 years
Discretionary contributions vested period			6 years		6 years
Matching contribution amount	$ 0.4	$ 0.3	$ 1.3	$ 0.9	$ 1.2	$ 1.0	$ 0.7
One Hundred Percent Match For Percent Of Participants Contribution [Member]
Defined Contribution Plan Disclosure [Line Items]
Employer contribution percentage			100.00%		100.00%
Percentage of salary deferrals			1.00%		1.00%
50% Matching Contribution [Member]
Defined Contribution Plan Disclosure [Line Items]
Employer contribution percentage			50.00%		50.00%
Two Years of Service [Member]
Defined Contribution Plan Disclosure [Line Items]
Matching contributions, vesting percentage			100.00%		100.00%
Minimum [Member]
Defined Contribution Plan Disclosure [Line Items]
401(k) eligible age of employee			21 years		21 years
Minimum [Member] | 50% Matching Contribution [Member]
Defined Contribution Plan Disclosure [Line Items]
Percentage of salary deferrals			2.00%		2.00%
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Percentage of salary deferrals			3.50%		3.50%
Maximum [Member] | 50% Matching Contribution [Member]
Defined Contribution Plan Disclosure [Line Items]
Percentage of salary deferrals			6.00%		6.00%

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities
Net income	$ 3,157	$ 2,571	$ 607	$ (406)	$ 886
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	5,198	4,036	5,486	5,522	5,286
Gain on sale of property, plant and equipment			(248)
Amortization of debt discount	67	178	241	143
Amortization of debt issuance costs			17	19
Write off of debt issuance costs	4,051
Stock-based compensation	362	925	934	503	165
Change in fair value of derivative liability	(1,107)	257	(660)	(333)
Changes in operating assets and liabilities:
Accounts receivable	237	(85)	(1,083)	(133)	(241)
Prepaid expenses	(94)	(753)	(800)	(395)	256
Inventory	195	(121)	136	8	(75)
Deposits and other assets	(145)	(53)	(44)	(75)	(204)
Income tax receivable	150		(150)
Deferred tax assets	1,250	1,211	512	(323)	(1,247)
Deferred tax liabilities	164		5	159	1,791
Income tax payable	148
Accounts payable	(3,044)	(159)	2,667	1,157	(597)
Accrued commissions and bonuses	(1,030)	(1,195)	1,645	1,461	3
Accrued payroll and vacation	(422)	(170)	1,162	351	406
Deferred revenue	4,662	2,775	4,163	2,778	2,185
Accrued expenses and other liabilities	(498)	2,679	2,394	538	471
Net cash provided by operating activities	13,301	12,096	16,984	10,974	9,085
Investing activities
Decrease in funds held for clients	62,146	82,294	(131,513)	(71,001)	(87,190)
Increase (decrease) in restricted cash	1	(1)	(1)	(117)	(251)
Additions to property, plant and equipment	(11,948)	(6,243)	(17,176)	(5,971)	(14,867)
Proceeds from sale of property, plant and equipment			258	106	9
Net cash provided (used) by investing activities	50,199	76,050	(148,432)	(76,983)	(102,299)
Financing activities
Proceeds from issuance of long-term debt	6,539		6,979	1,750	9,612
Proceeds from issuance of long-term debt to related party				16,398
Proceeds from initial public offering	62,842
Payments on long-term debt				(401)
Payments on long-term debt	(65,442)	1,750
Decrease in client funds obligation	(62,146)	(82,294)	131,513	71,001	87,191
Proceeds from issuance of common shares				2,409
Common shares redeemed					(1,000)
Distributions paid to stockholders as return of capital				(18,807)
Incentive awards redeemed		(1,061)	(1,061)
Payments of deferred offering costs			(647)
Capital impact of reorganization	(183)
Distributions paid to stockholders			(5,409)	(158)	(1,443)
Capital contribution	1	1,162
Net cash provided (used) in financing activities	(58,389)	(80,443)	131,375	72,192	94,360
Change in cash and cash equivalents	5,111	7,703	(73)	6,183	1,146
Cash and cash equivalents
Beginning of period	13,362	13,435	13,435	7,252	6,106
End of period	18,473	21,138	13,362	13,435	7,252
Supplemental cash flow disclosure
Cash paid for interest, net of amounts capitalized			9,298	6,834	134
Noncash financing and investing activities
Purchase of property, plant and equipment on account			368	167	45
Issuance of common stock as return of capital distribution				$ 46,193

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Goodwill and Intangible Assets, Net

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets, Net

3. GOODWILL AND INTANGIBLE ASSETS, NET

We had goodwill of $51.9 million as of September 30, 2014 and December 31, 2013. We have selected June 30 as our annual goodwill impairment testing date and determined there was no impairment as of June 30, 2014. For the year ended December 31, 2013, there were no indicators of impairment.

All of our intangible assets are considered to have finite lives and, as such, are subject to amortization. The components of intangible assets were as follows (dollars in thousands):

	September 30, 2014
	Weighted Avg. Remaining Useful Life			Gross		Accumulated Amortization			Net
		(Years	)
Intangibles:
Customer relationships		2.8		$	13,997	$	(10,147	)	$	3,850
Trade name		7.8			3,194		(1,545	)		1,649
Total				$	17,191	$	(11,692	)	$	5,499

	December 31, 2013
	Weighted Avg. Remaining Useful Life			Gross		Accumulated 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 our intangible assets was 4.3 years as of September 30, 2014. Amortization of intangible assets for the three and nine months ended September 30, 2014 was $0.4 million and $1.2 million, respectively. Amortization of intangible assets for the three and nine months ended September 30, 2013 was $0.4 million and $1.2 million, respectively. Estimated amortization expense as of September 30, 2014 for our existing intangible assets for the next five years and thereafter was as follows (dollars in thousands):

Year Ending December 31,	Amortization Expense
2014	$	403
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	5,499

4. GOODWILL AND INTANGIBLE ASSETS, NET

We had goodwill of $51.9 million as of December 31, 2013 and 2012. We performed the required impairment tests of goodwill for the years ended December 31, 2013, 2012 and 2011 and determined there was no impairment for each of those years then ended.

All of the intangible assets are considered to have finite lives and, as such, are subject to amortization. The components of intangible assets are as follows (dollars in thousands):

	December 31, 2013
	Weighted Avg. Remaining Useful Life		Gross		Accumulated 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

	December 31, 2012
	Weighted Avg. Remaining Useful Life		Gross		Accumulated Amortization			Net
	(Years)
Intangibles:
Customer relationships		4.5	$	13,997	$	(7,699	)	$	6,298
Trade name		9.5		3,194		(1,171	)		2,023
Total			$	17,191	$	(8,870	)	$	8,321

The weighted average remaining useful life of the intangible assets was 4.85 years as of December 31, 2013. Amortization of intangible assets for the years ended December 31, 2013, 2012 and 2011 totaled $1.6 million, $2.4 million and $3.2 million, respectively.

Estimated amortization expense for our existing intangible assets for the next five years and thereafter is as follows (dollars in thousands):

Year Ending December 31,	Amortization
2014	$	1,613
2015		1,613
2016		1,613
2017		913
2018		213
Thereafter		744
	$	6,709

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Stockholders' Equity and Stock-Based Compensation - Stock-Based Compensation Resulting from Employee Incentive Share Arrangements (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 362	$ 925	$ 934	$ 503	$ 165
Operating Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense			222	87	36
Selling and Marketing Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense			114	83	57
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense			345	100	25
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense			$ 253	$ 233	$ 47

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Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

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 September 30, 2014 were as follows:

Year Ending December 31,	Operating
2014	$	927
2015		3,811
2016		3,542
2017		3,181
2018		2,622
Thereafter		1,772
Total minimum lease payments	$	15,855

Future annual minimum lease payments under noncancellable operating leases with initial or remaining terms of one year or more as of December 31, 2013 were as follows (dollars in thousands):

Year Ending December 31,	Operating
2014	$	2,222
2015		2,092
2016		1,767
2017		1,465
2018		705
Thereafter		53
Total minimum lease payments	$	8,304

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Long-Term Debt - Schedule of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 22, 2012
Schedule of Capitalization, Long-term Debt [Line Items]
Less: Unamortized debt discounts		$ (4,125)	$ (4,367)
Total long-term debt (including current portion)	27,186	81,965	74,743
Less: Current portion	(845)	(9,545)	(2,151)
Total long-term debt, net	26,341	72,420	72,592
2017 Related Party Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Related party note		46,193	46,193
2013 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan		11,963	12,360
Total long-term debt (including current portion)		9,100
2013 Construction Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan		9,127	1,750
2022 Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Related party note		18,807	18,807
Less: Unamortized debt discounts		(2,400)		(2,400)
Total long-term debt (including current portion)		18,800
2021 Consolidated Loan [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Construction loan	27,186
Total long-term debt (including current portion)	$ 27,200

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Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Subsequent Events

13. SUBSEQUENT EVENTS

We had no material subsequent events that have not already been disclosed in the notes to these condensed consolidated financial statements.

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.

We completed construction of a second building at our corporate headquarters in July 2014. In connection with the completion of our headquarters building, we consolidated a portion of our outstanding debt as described below.

As of June 30, 2014, the 2011 Consolidated Loan and the 2013 Construction Loan were consolidated into a term note under a Loan Agreement (the “2021 Consolidated Loan”) with an outstanding principal balance of $27.2 million as of September 30, 2014. The 2021 Consolidated Loan is due to Kirkpatrick Bank and matures on May 30, 2021. Under the 2021 Consolidated Loan, interest is payable monthly and accrues at a fixed rate of 4.75% per annum. The 2021 Consolidated Loan is secured by a mortgage covering our headquarters buildings and certain personal property relating to our headquarters buildings.

2,723,233 shares of our restricted stock that were issued in connection with the 2014 Reorganization subject to performance-based vesting conditions upon the Company reaching a total enterprise value of $1.4 billion vested, effective as of December 1, 2014. The vesting of this restricted stock did not have an impact on our historical financial statements.

Subsequent to December 31, 2013, we signed 14 new office leases for our sales offices and entered into five amendments to our existing leases thereby resulting in an additional $9.5 million in future commitments of noncancellable operating leases with initial or remaining terms of one year or more.