UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-K

_____________________________

(Mark One)



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

For the fiscal year ended December 31, ~~2017~~2018



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

For the transition period from to

Commission File Number: 001-35140

_____________________________

ELLIE MAE, INC.

(Exact name of registrant as specified in its charter)

_____________________________



Delaware		94-3288780
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4420 Rosewood Drive, Suite 500 Pleasanton, California		94588
(Address of principal executive offices)		(Zip Code)

(925) 227-7000

(Registrant’s telephone number, including area code)

_____________________________

Securities Registered pursuant to Section 12(b) of the Act:



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		New York Stock Exchange

Securities Registered pursuant to Section 12(g) of the Act: None

_____________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o ~~(Do not check if smaller reporting company)~~ Smaller reporting company o Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2017~~2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $~~2,325,501,000~~3.0 billion (based on the last reported sale price of $~~109~~103.9184 on June 30, ~~2017~~2018).

34,~~289~~802,~~833~~452 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding as of February 2213, ~~2018~~2019.

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the registrant’s ~~2018~~2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The registrant intends to file the Proxy Statement within 120 days of the registrant’s fiscal year ended December 31, ~~2017~~2018.

Ellie Mae, Inc.

Form 10-K

For the Year Ended December 31, ~~2017~~2018

TABLE OF CONTENTS

		Page
Part I.		1
Item 1.	Business	2
Item 1A.	Risk Factors	1511
Item 1B.	Unresolved Staff Comments	2724
Item 2.	Properties	2724
Item 3.	Legal Proceedings	2724
Item 4.	Mine Safety Disclosures	2824
Part II.		2825
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2825
Item 6.	Selected ~~Consolidated~~ Financial Data	3127
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3228
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4844
Item 8.	Financial Statements and Supplementary Data	4945
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	81
Item 9A.	Controls and Procedures	81
Item 9B.	Other Information	82
Part III.		83
Item 10.	Directors, Executive Officers and Corporate Governance	83
Item 11.	Executive Compensation	83
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	83
Item 13.	Certain Relationships and Related Transactions, and Director Independence	83
Item 14.	Principal Accounting Fees and Services	83
Part IV.		84
Item 15.	Exhibits and Financial Statement Schedules	84
Signatures		88
Item 16.	Form 10-K Summary	89
Signatures		89

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements may include words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “target,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project,” “continue,” “depend,” or other wording indicating future results or expectations. These forward-looking statements include, but are not limited to, statements about:


•	our pending acquisition by Thoma Bravo, LLC, including our expectations regarding the timing and expected benefits of such transaction, our plans, objectives and intentions with respect to our future operations, and the expected impact of the proposed transaction on our business;


•	expectations regarding demand for home purchases;


•	the ability of our investments in the security of the Encompass service, as well as our internal systems, processes and monitoring capabilities, to protect our customers’ data and help minimize the risk of data security loss;


•	the impact of changes in mortgage interest rates, home sale activity, and regulatory changes;


•	the seasonality of the residential mortgage industry;


•	the impact of seasonality on our revenues;

• ~~changes~~estimates inof ~~mortgage~~the ~~originator,~~percentage ~~lender,~~of ~~investor~~our orrevenues ~~service~~that ~~provider~~have ~~behavior~~direct ~~and~~sensitivities ~~any~~to ~~related impact on the residential mortgage industry~~volume;


•	changes in mortgage originator, lender, investor, or service provider behavior and any related impact on the residential mortgage industry;


•	our revenue and cost forecasts and drivers;

• the ~~potential~~number ~~impact~~ of ~~Accounting~~users ~~Standards~~of ~~Update~~Encompass ~~No.~~and ~~2014-09,~~estimated ~~Revenue~~Encompass ~~from~~closed ~~Contracts with Customers, on our revenues and costs~~loans;

• our ability to remediate the ~~number~~material ofweakness ~~Encompass~~in ~~users,~~our ~~including~~internal ~~contracted~~control ~~Encompass~~over ~~users~~financial reporting;


•	anticipated benefits of our new solutions;


•	the effectiveness of our marketing and sales efforts to attract new and retain existing Encompass users and Ellie Mae Network participants;


•	transaction volume on the Ellie Mae Network;


•	the level of demand for our Encompass Docs Solution, our Encompass Product & Pricing Service, our Encompass Compliance Service, our Encompass CRM service, our Velocify sales engagement service and the other services we offer;

• ~~the~~anticipated timing of ~~the~~roll-out ~~introduction~~ of new ~~software~~solutions and ~~services~~features;


•	our expectations regarding the acceptance of our new offerings by the market;


•	our expectations regarding the adoption rate of our platform by mortgage lenders;


•	changes in government regulation and tax laws affecting mortgage lenders and Ellie Mae Network participants or our business, and potential structural changes in the U.S. residential mortgage industry;


•	our customer retention, renewal and upgrade rates;


•	our current and planned investments in our products and services;


•	our expectations regarding our current and planned investments;


•	our expectations regarding our future costs and expenses;


•	our ability to successfully manage our growth and any future acquisitions of businesses, solutions or technologies;


•	the anticipated benefits and growth prospects expected from our recent acquisition;


•	the impact of uncertain domestic and worldwide economic conditions, including the resulting effect on residential mortgage volumes;

• our ability to compete effectively in a highly competitive market and adapt to technological changes; ~~and~~

• our ability to protect our intellectual property, including our proprietary Encompass software.;

We• ~~caution~~our ~~you~~belief that ~~the~~our ~~foregoing~~existing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K. You should not rely upon forward-looking statements as predictions of future events. The outcomes of the events described in these forward-looking statements are subject to substantial riskscash, ~~uncertainties~~cash ~~and other factors described in Part I~~equivalents, ~~Item 1A “Risk Factors,”~~ and ~~elsewhere, in this Annual Report on Form 10~~short-K.term ~~Moreover,~~investments wewill ~~operate~~be insufficient ~~a very competitive and rapidly changing environment. New risks and uncertainties emerge from time~~ to ~~time~~fund ~~and~~capital it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the resultsexpenditures, ~~events~~operating ~~and circumstances reflected in the forward-looking statements will be achieved or occur~~expenses, and ~~actual~~other ~~results,~~cash ~~events~~requirements orfor ~~circumstances~~at ~~could~~least ~~differ~~the ~~materially~~next ~~from~~12 ~~those~~months; ~~described in the forward-looking statements.~~and


•	our planned stock repurchases.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K. You should not rely upon forward-looking statements as predictions of future events. The outcomes of the events described in these forward-looking statements are subject to substantial risks, uncertainties and other factors described in Part I, Item 1A “Risk Factors,” and elsewhere, in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

In this report, references to “Ellie Mae,” “the Company,” “we,” “our,” or “us” refer to Ellie Mae, Inc. ~~together with its subsidiaries~~, unless the context requires otherwise.

PART I

ITEM 1. BUSINESS

Our Company

We are athe leading cloud-based platform provider for the mortgage finance industry. Our technology solutions are used by lenders to originate and close residential mortgage loans. At December 31, ~~2017~~2018, approximately ~~184~~186,~~000~~500 mortgage professionals used our Encompass digital lending platform (“Encompass”) for their mortgage management solution.

~~Our~~ Encompass ~~digital mortgage software~~ is a comprehensive, end-to-end enterprise solution that handles most of the functions involved in running the business of originating mortgages including: marketing; lead management; loan origination; loan processing; underwriting; preparation of mortgage applications, disclosure ~~agreements~~documents, and closing documents; funding and closing the loan for the borrower; compliance with regulatory and investor requirements and overall enterprise management that provides one system of record for mortgage loans. Delivery of ~~our~~ Encompass ~~software~~as in an on-demand Software-as-a-Service, or (“SaaS,”) ~~environment~~solution provides customers with the added benefits of lower upupfront ~~front~~ implementation costs and reduced need for an infrastructure of servers, storage and network devices as well as the staff needed to support the infrastructure. SaaS delivery of Encompass enables access to the most current version of our software, including periodic upgrades and regulatory updates. We also host the Ellie Mae Network, a proprietary electronic platform that allows Encompass users to conduct electronic business transactions with service providers as well as mortgage investors (also referred to as “investors”) and ~~service~~lenders ~~providers they work with~~ in order to process and fund loans. The Ellie Mae Network allows these service providers, investors and lenders to digitally integrate their services with Encompass to seamlessly conduct business with mortgage origination professionals using Encompass.

For mortgage originators, Encompass is a comprehensive digital mortgage solution that handles key business and management functions involved in running a residential mortgage origination business. Mortgage originators use Encompass as a single tool for marketing, loan origination, processing, and customer communication, and to interact electronically with lenders, investors, and service providers over the Ellie Mae Network. For lenders, investors and service providers on the Ellie Mae Network, we provide electronic connectivity that allows them to do business with mortgage origination professionals using Encompass. We also offer Encompass users a variety of other on-demand software services delivered within Encompass which are discussed below in our Products and Services overview.

Mortgage originators pay for Encompass in one of two models: recurring monthly subscription fees or fees based on the number of loans closed, subject to base fees, which we refer to as Success-Based Pricing. Our additional services are paid on either a subscription or transaction basis. Lenders, investors and service providers participating in the Ellie Mae Network also pay us fees, generally on a per transaction basis, for transactions processed through the Ellie Mae Network from Encompass users.

Corporate Information

Founded in 1997 as a California corporation, we were reincorporated as a Delaware corporation in November 2009. WeOur ~~completed our initial public offering of our~~ common stock ~~in April 2011, and our common stock~~ is listed on the New York Stock Exchange under the symbol “ELLI”. Our mailing address and executive offices are located at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588 and our telephone number at that address is (925) 227-7000. Our website address is www.elliemae.com. Information found on or accessible through our website is not part of and is not incorporated into this report.

WeOn ~~are~~February ~~subject~~11, to2019, ~~the~~we ~~information~~entered ~~and~~into ~~periodic~~an ~~reporting~~Agreement ~~requirements~~and Plan of Merger (the ~~Securities~~“Merger ~~Exchange~~Agreement”) ~~Act~~with ofEM ~~1934~~Eagle Purchaser, orLLC, ~~Exchange~~a ~~Act,~~Delaware ~~and,~~limited inliability ~~accordance~~company ~~therewith~~(“Parent”), ~~file~~and ~~periodic~~EM ~~reports,~~Eagle ~~proxy~~Merger ~~statements~~Sub, ~~and~~Inc., ~~other~~a ~~information~~Delaware ~~with~~corporation ~~the~~and ~~Securities~~wholly ~~and~~owned ~~Exchange~~subsidiary ~~Commission~~of ~~(the~~Parent (“~~SEC~~Merger Sub”)~~. Such periodic reports~~, ~~proxy~~providing ~~statements,~~for ~~and~~our ~~other~~acquisition ~~information~~by ~~are~~private ~~available~~equity ~~for~~investment ~~inspection~~firm ~~and~~Thoma ~~copying~~Bravo, atLLC ~~the~~in ~~SEC’s~~an ~~Public~~all-cash ~~Reference~~transaction ~~Room~~valued at ~~100~~approximately ~~F Street, NE~~$3.,7 ~~Washington,~~billion ~~DC 20549 or may be obtained by calling~~ (the ~~SEC at 1-800-SEC-0330~~“Transaction”). If ~~In addition,~~ the ~~SEC~~Transaction ~~maintains~~is acompleted, ~~website~~our atstockholders ~~http://www.sec.gov~~will ~~that~~be ~~contains~~entitled ~~reports,~~to ~~proxy~~receive ~~statements,~~$99.00 ~~and~~in ~~other~~cash ~~information~~for ~~regarding~~each ~~issuers~~share ~~that~~of ~~file~~our ~~electronically~~common ~~with~~stock ~~the~~they ~~SEC.~~hold Weas ~~also~~of ~~post on~~ the ~~Investor~~effective ~~Relations~~time ~~page~~ of ~~our~~the ~~website, www~~Transaction.~~elliemae.com,~~ The aTransaction ~~link~~is expected to ~~our~~close ~~filings~~in ~~with~~ the ~~SEC,~~second ~~our~~or ~~Corporate~~third ~~Governance~~quarter ~~Guidelines, and Code~~ of ~~Business Conduct and Ethics~~2019, ~~which~~subject ~~applies~~ to ~~all~~approval ~~directors~~by ~~and~~our ~~all~~stockholders ~~employees,~~ and ~~the~~regulatory ~~charters~~authorities ~~of our Audit Committee, Compensation Committee,~~ and ~~Nominating~~the ~~and~~satisfaction ~~Corporate Governance Committee~~ of ~~our~~customary ~~board~~closing ~~of directors~~conditions. See ~~Our~~Note ~~filings~~14 ~~with~~“Subsequent Event” in the ~~SEC~~Notes ~~are~~to ~~posted~~Financial onStatements ~~our~~for ~~website~~further details.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, and, in accordance therewith, file periodic reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website at http://www.sec.gov that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. We also post on the Investor Relations page of our website, investor.elliemae.com, a link to our filings with the SEC, our Corporate Governance Guidelines, and Code of Business Conduct and Ethics, which applies to all directors and all employees, and the charters of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of our board of directors. Our filings with the SEC are posted on our website and are available free of charge as soon as reasonably practical after they are filed electronically with the SEC. You can also obtain copies of these documents free of charge by writing to us at: Corporate Secretary, Ellie Mae, Inc., 4420 Rosewood Drive, Suite 500, Pleasanton, CA 94588, or emailing us at: ir@elliemae.com.

We also use our investor relations website ~~(investor.elliemae.com)~~ as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding us, as well as corporate governance information, is routinely posted and accessible on our investor relations website.

The “Ellie Mae,” “Encompass,” “AllRegs”, “Velocify”, and other trademarks or service marks of Ellie Mae appearing in this report are the property of Ellie Mae.

Mortgage Industry Overview

Overview of Mortgage Origination Market

Mortgage originators typically advise borrowers, process loan files, collect, and verify the property and borrower data upon which lending decisions are based and, in the majority of cases, fund and close mortgage loans. According to data available pursuant to the Home Mortgage Disclosure Act (“HMDA”), there were ~~more~~approximately ~~than~~ 6,000(1) mortgage lenders in 2017 in the United States, including national banks, regional banks, non-bank lenders, and credit unions.

Based on estimates provided by the Mortgage Bankers Association, there were $1.76 trillion(2), $2.1.7 trillion~~(2)~~, $12.71 trillion, $1.37 trillion and $1.83 trillion in loans originated for 1- to 4-family homes during the years ended December 31, 2018, 2017, 2016, 2015, ~~2014~~ and ~~2013~~2014, respectively.

The Mortgage Origination Process

Originating a residential mortgage involves multiple parties and requires a complex series of data-laden transactions that must be handled accurately under tight time constraints. By the time a mortgage has been funded, the typical loan package contains over one thousand pages of documents that come from over a dozen different entities, usually operating on disparate technology systems and databases. Traditionally, much of the data used to prepare these documents has been gathered manually, rather than electronically, with documents exchanged among the many participants by facsimile, courier or mail. The entire process results in significant duplicative efforts, time delays, errors, costs, and redundant paper documentation, and ~~often~~can ~~exposes~~expose borrower data to potential privacy and security breaches.

________________

(1) Federal Financial Institutions Examination Council, FFIEC Announces Availability of ~~2016~~2017 Data on Mortgage Lending, ~~September~~May 287, ~~2017~~2018.

(2) Mortgage Bankers Association, MBA Mortgage Finance Forecast as of January 2017, ~~2018~~2019. Copyright ~~2018~~2019.

The following diagram of the mortgage origination process provides a framework for understanding the complexity and inefficiency of the process and the need for automated solutions. :

In addition to the challenges involved in processing loans, mortgage originators must satisfy a multitude of federal, state and local regulations, and address basic business needs, including marketing, sales, product fulfillment, customer support, reporting, and general management functions. Historically, most mortgage originators have operated their businesses using separate task-specific software applications that were interconnected, if at all, through customized integrations. This often resulted in constraints on effective collaboration among operating departments, limited ability to monitor the business comprehensively, increased risk of error due to inconsistent data, failure to incorporate current regulations into work flows, inadequate security and control over the process, and expensive technical integration and maintenance costs.

Recent Mortgage Industry Trends and Developments

The residential mortgage industry continues to evolve and undergo significant changes. ~~There~~The ~~are~~following ~~six~~ major trends ~~that~~ are currently impacting the residential mortgage industry.

Greater Focus on Operational Efficiencies. The average total production cost per loan was $8,174 in the third quarter of 2018(3). We expect operational costs to continue to be a significant consideration for mortgage originators due to the continuously changing regulatory environment and heightened quality standards. As a result, mortgage originators have sought to increase their efficiency and reduce fixed expenses, leading them to explore technology solutions to automate their business processes as well as methods to avoid or reduce expenses that are not tied to revenue generating activities.

~~The~~Customers ~~average~~Adopting ~~total~~Multi-Channel ~~production cost per loan was $8,060 in the third quarter of 2017~~Strategies.~~(3)~~ WeCustomers ~~expect~~are ~~operational~~developing ~~costs~~multi-channel tostrategies ~~continue~~beyond toa besingle aretail, ~~significant~~correspondent, ~~consideration~~or ~~for~~wholesale mortgage ~~originators~~lending ~~due~~channel toin ~~the~~order ~~continuously~~to ~~changing~~grow ~~regulatory~~their ~~environment~~businesses. ~~and~~The ~~heightened~~requirements ~~quality~~of ~~standards.~~these Asdifferent achannels ~~result~~vary, ~~mortgage~~and ~~originators~~in ~~have~~order ~~sought~~ to ~~increase~~maintain ~~their~~a ~~efficiency~~single ~~and~~operating ~~reduce fixed expenses~~system, ~~leading~~customers ~~them~~must touse ~~explore~~a ~~technology~~robust ~~solutions~~system towith ~~automate~~customizable ~~their business processes as well as methods to avoid or reduce expenses that are not tied to revenue generating activities~~functionality.

________________

(3) Mortgage Bankers Association, ~~Independent~~IMB ~~Mortgage Bank Production~~ Profits ~~Down~~Lag in the Third Quarter ~~2017~~, November 3029, ~~2017~~2018.

~~Customers~~Changes ~~Adopting~~in ~~Multi-Channel~~Regulations ~~Strategies~~Affecting Lenders and Investors. Mortgage lending regulations continue to change and many regulatory reforms have been introduced or proposed in recent years to promote increased underwriting standards and accountability by lenders and mortgage originators, ensure meaningful disclosures by lenders to borrowers, increase the transparency and objectivity of settlement services, and protect consumers in the mortgage market from unfair or abusive lending practices. These changes have complicated the mortgage origination process and increased the amount of documentation required to originate and fund residential mortgages. We have made and expect to continue to make significant investments in our products and services to address statutory and regulatory changes.

~~Customers~~Consumer ~~are~~Demand ~~developing~~for ~~multi-channel~~a ~~strategies~~Digital ~~beyond~~Based Experience from Lenders. Today’s borrowers expect transparency, service and speed, and a ~~single~~human ~~retail~~touch. To meet these requirements, ~~correspondent~~lenders ormust ~~wholesale~~offer ~~mortgage~~a ~~lending~~seamless, ~~channel~~online inexperience ~~order~~that tocontinues ~~grow~~even ~~their~~after ~~businesses~~the application has been submitted. ~~The~~Lenders ~~requirements~~should ofhave ~~these~~access ~~different~~to ~~channels~~current ~~vary~~and historical data on every individual borrower, and inprovide ~~order~~an tointuitive ~~maintain~~borrower portal that offers a ~~single~~simple, ~~operating~~transparent ~~system~~interaction, ~~customers~~the ~~must~~ability ~~use~~to aeasily ~~robust~~upload ~~system~~documents, ~~with~~and ~~customizable~~real-time ~~functionality~~status updates.

~~Changes~~Increased inQuality ~~Regulations~~Standards ~~Affecting~~Imposed by Regulators, Lenders, and Investors. Lenders have eliminated many high-risk loan product offerings and significantly tightened underwriting and processing requirements. Similarly, investors seek higher-quality, lower-risk loans in which to invest. Consistent with these tightened standards and expectations, lenders and investors are demanding increased levels of documentation of the data upon which a lending decision will be based, increased use of third-party services to obtain unbiased and independent verification of borrowers’ creditworthiness, greater proof of the adequacy of the collateral securing mortgages, and strict compliance with regulatory requirements. This trend further increases the amount of documentation and the number of services required to originate and fund residential mortgages. Increased enforcement by federal and state regulators continues to encourage mortgage originators to explore technology solutions that provide adequate controls and policy enforcement to facilitate the origination of compliant loans.

~~Mortgage~~Greater ~~lending~~focus ~~regulations continue to change and many regulatory reforms have been introduced or proposed in recent years to promote increased underwriting standards and accountability~~ by ~~lenders~~customers and ~~mortgage~~regulators ~~originators,~~on ~~ensure~~data ~~meaningful~~security ~~disclosures by lenders to borrowers, increase the transparency~~ and ~~objectivity~~consumer ~~of settlement services, and protect consumers in the mortgage market from unfair or abusive lending practices~~privacy. ~~Many~~Recent ofhigh-profile ~~the~~data ~~significant~~security ~~changes~~incidents inaffecting ~~regulations~~banking ~~were~~institutions ~~issued in 2014~~ and ~~2015,~~their ~~including legal changes resulting from the Dodd~~third-~~Frank~~party ~~Wall~~service ~~Street~~providers ~~Reform~~have ~~and~~resulted ~~Consumer~~in ~~Protection~~an ~~Act~~increased ~~(the~~focus ~~“Dodd-Frank~~on ~~Act”)~~data ~~and~~security ~~associated regulations issued~~ by ~~the~~our ~~Consumer~~customers ~~Financial Protection Bureau (the “CFPB”). The CFPB has subsequently amended, revised~~ and ~~expanded~~our ~~regulations~~customers’ ~~under its authority and is expected to continue exerting its influence over the regulated workings of the mortgage industry~~regulators. ~~Changes~~We toexpect ~~CFPB leadership may further affect regulatory compliance requirements. Congress is also considering legislation affecting~~ the ~~mortgage~~ industry. ~~These~~focus ~~changes~~on ~~have~~data ~~complicated~~security ~~the mortgage origination process and increased the amount of documentation required~~ to ~~originate~~continue ~~and fund residential mortgages. We have made and expect~~ to ~~continue~~increase toas ~~make~~companies ~~significant~~generate ~~investments~~greater inamounts ~~our~~of ~~products~~data and ~~services~~as tofuture ~~address~~data ~~statutory~~security ~~and~~incidents ~~regulatory changes~~occur.

Consumer Demand for a Digital Based Experience from Lenders

Today’s borrowers expect transparency, service and speed, and a human touch. To meet these requirements, lenders must offer a seamless, online experience that continues even after the application has been submitted. Lenders should have access to current and historical data on every individual borrower, and provide an intuitive borrower portal that offers a simple, transparent interaction, the ability to easily upload documents, and real-time status updates.

Increased Quality Standards Imposed by Regulators, Lenders and Investors

Lenders have eliminated many high-risk loan product offerings and significantly tightened underwriting and processing requirements. Similarly, investors seek higher-quality, lower-risk loans in which to invest. Consistent with these tightened standards and expectations, lenders and investors are demanding increased levels of documentation of the data upon which a lending decision will be based, increased use of third-party services to obtain unbiased and independent verification of borrowers’ creditworthiness, greater proof of the adequacy of the collateral securing mortgages and strict compliance with regulatory requirements. This trend further increases the amount of documentation and number of services required to originate and fund residential mortgages. Increased enforcement by federal and state regulators continues to encourage mortgage originators to explore technology solutions that provide adequate controls and policy enforcement to facilitate the origination of compliant loans.

Greater focus by customers and regulators on data security and consumer privacy

Recent high-profile data security incidents affecting banking institutions and their third-party service providers have resulted in an increased focus on data security by our customers and our customers’ regulators. We expect the industry focus on data security to continue to increase as companies generate greater amounts of data and as future data security incidents occur.

Our Strategy

Our mission is to be the industry standard platform for residential mortgage origination in the United States. Key elements of our strategy include:

Increase the number of lenders using Encompass and the number of loans originated on our platform. We continue to focus our marketing, sales and product development efforts on increasing the number of mortgage lenders, commercial banks and credit unions using Encompass and our additional services, and the number of loans originated on our platform. We ~~expect many non-Encompass mortgage lenders to assess new platform options and adopt Encompass in an effort to gain efficiency and meet quality standards and compliance mandates. We~~ intend to continue to focus our efforts on all market segments, including the largest, or enterprise segment, of the lending industry.

Increase adoption and utilization of ~~Ellie~~our ~~Mae~~ solutions and services. We ~~intend to~~ encourage increased customer adoption and utilization ~~by our Encompass customers~~ of the various products and services we currently offer, such as customer relationship and lead management, document preparation, compliance services, and product and pricing services~~, fraud services, income tax verification services and flood services~~. As our customers opt for supplemental on-demand software and services, we generate additional revenues~~. By encouraging our customers to use these through the Encompass platform~~, ~~we can help offer the lender greater efficiency~~ and ~~cost savings, and~~ continue to drive additional ~~revenue~~revenues per loan originated on Encompass.

Create a true digital mortgage platform. We continue to expand into a more complete digital mortgage strategy to benefit our customers. It is our goal to provide a true digital mortgage process that enables the lender to originate more loans, lower origination costs, reduce the time to close and make smarter decisions through data and predictive analytics, all while ensuring the highest levels of compliance, quality and efficiency.

Invest in new product and platform development. We are investing in the development of the next generation of the Encompass Digital Lending Platform, as well as the Encompass Connect solutions, each of which is built on the new Encompass Digital Lending Platform and utilizes Application Program Interfaces (“APIs”) to offer unique capabilities that help improve visibility and collaboration among loan officers, third-party originators, service providers, investors and homebuyers.

Increase our customers’ use of, and the services integrated into, the Ellie Mae Network. The Ellie Mae Network provides mortgage originators electronic access to many of the service providers, investors and lenders that they interact with in order to process and fund loans. We will continue to promote service ordering by our Encompass customers through the Ellie Mae Network as well as encourage providers of settlement services to deliver these services electronically through the Ellie Mae Network.

~~Create~~Investment ain ~~true~~our ~~digital mortgage platform~~business. We ~~continue~~invest toin ~~expand~~initiatives ~~into~~that awe ~~more~~believe ~~complete~~will ~~digital~~help ~~mortgage~~us ~~strategy~~continue to ~~benefit~~grow our ~~customers.~~business, Itimprove is our ~~goal~~products toand ~~provide~~services, aand ~~true~~strengthen ~~digital~~our ~~mortgage~~competitive ~~process~~advantage ~~that~~while ~~enables~~bringing ~~the~~sustainable, ~~lender~~long-term value to ~~originate~~our ~~more~~customers. ~~loans,~~We ~~lower~~currently ~~origination~~anticipate ~~costs,~~that ~~reduce~~throughout ~~the~~2019 ~~time~~we will continue to ~~close~~invest ~~and~~in ~~make~~key ~~smarter~~areas ~~decisions~~such ~~through~~as ~~data~~research and ~~predictive analytics~~development, ~~all~~enterprise ~~while~~sales, ~~ensuring~~services, ~~the~~technical ~~highest levels of compliance~~support, ~~quality~~ and ~~efficiency~~data security. ~~Our~~This ~~digital~~investment ~~mortgage~~will ~~vision~~include ~~encompasses~~the ~~all~~development ~~phases~~ of ~~the~~our ~~mortgage~~hybrid ~~loan~~cloud ~~lifecycle,~~infrastructure ~~with~~to ~~each~~accommodate ~~milestone informing~~ the ~~next.~~increasing ~~The~~adoption ~~market~~of ~~will require lenders to adapt, as~~ the ~~pressure~~Encompass toDigital ~~meet~~Lending ~~closing~~Platform ~~dates,~~and ~~increased competition~~capabilities, ~~and~~which ~~the~~we ~~emerging~~expect ~~high-tech~~to ~~and~~continue ~~human~~to ~~touch~~roll ~~expectations~~out ~~of borrowers continues~~ to ~~drive~~customers ~~the~~in ~~use~~2019 ofand ~~the next generation of technology~~2020.

~~Invest~~Acquisitions. Our inindustry ~~new~~is ~~product~~highly fragmented, and ~~platform~~we ~~development. We~~ are ~~investing~~continuously inexploring ~~the~~and ~~development~~evaluating ofstrategic ~~the~~opportunities ~~next~~available ~~generation~~to ofacquire ~~our Encompass~~technology-based ~~platform,~~companies ~~which~~that wewill ~~call~~complement ~~Encompass~~and ~~NG,~~increase ~~as well as~~ the ~~Encompass~~attractiveness ~~Connect~~of our solutions, ~~each~~enhance ~~of which is built on~~ the ~~new~~breadth ~~Encompass Lending Platform~~ and ~~utilize~~depth ~~Application~~of ~~Program~~our ~~Interfaces~~solutions, ~~(“APIs”)~~and tofurther ~~offer~~our ~~unique~~mission ~~capabilities~~of ~~that~~automating ~~help~~the ~~improve~~entire ~~visibility and collaboration between loan officers, third~~end-~~party~~to-end ~~originators,~~mortgage ~~developers~~process ~~and~~for ~~homebuyers~~our customers.

Increase our customers’ use of, and the services integrated into, the Ellie Mae Network. The Ellie Mae Network provides mortgage originators electronic access to many of the investors and service providers that they interact with in order to process and fund loans. These transactions include electronic ordering of credit reports, appraisal services, title and flood reports and accessing the automatic underwriting systems of Fannie Mae and Freddie Mac. We will continue to promote service ordering by our Encompass customers through the Ellie Mae Network as well as encourage providers of settlement services to deliver these services electronically through the Ellie Mae Network.

Investment in our business. We are investing aggressively in initiatives that we believe will help us continue to grow our business, improve our products and services, and strengthen our competitive advantage while bringing sustainable, long-term value to our customers. During 2017, we increased our investments in our sales and client services capabilities, research and development, technology infrastructure, and data security to support our customer additions and overall business growth. In order to continue supporting our customers and to further differentiate ourselves, we currently anticipate that throughout 2018 we will continue to invest in key areas such as research and development, enterprise sales, services, technical support, and data security. This investment will include the development of our hybrid cloud infrastructure to accommodate the increasing number of loans processed on our platform and our next generation Encompass Lending Platform and capabilities, which we expect to continue to roll out to customers in 2018 and 2019.

Acquisitions. Our industry is highly fragmented, and we are evaluating strategic opportunities available to acquire technology-based companies that will complement and increase the attractiveness of our solutions. In October 2017, we acquired Velocify, Inc. (“Velocify”), a leading cloud-based sales engagement platform that provides customers the capabilities to generate and manage leads and customer relationships. The acquisition of Velocify accelerates our vision of offering a fully digital mortgage. We expect to continue to evaluate and explore strategic opportunities that will enhance the breadth and depth of our solutions, and furthers our mission of automating the entire end-to-end mortgage process for our customers.

Products and Services

The Encompass Digital Lending Platform

Encompass is our proprietary, comprehensive digital mortgage ~~solution~~platform ~~built on the Encompass Lending Platform~~ that addresses the entire loan lifecycle, and ~~also~~ provides seamless access to the ~~investors,~~service ~~lenders~~providers, investors and ~~service~~lenders ~~providers~~ on the Ellie Mae Network. The Encompass Digital Lending Platform gives customers, partners and independent software vendors a secure, scalable platform plus a suite of APIs to enable them to extend ~~Encompass~~the platform by easily integrating ~~Encompass~~ with external systems and data, and build custom applications that integrate with ~~Encompass~~the platform. The Encompass platform helps users structure and streamline their mortgage origination process and facilitates collaboration among internal departments of a mortgage origination company. It supports efficiency in gathering, reviewing, and verifying mortgage-related data and in producing accurate documentation. It also enables enforcement of rules and business practices designed to ensure loan quality, adherence to processing standards, and regulatory compliance. Mortgage originators pay for Encompass in one of two models: fees based on the number of loans closed, subject to base fees, which we refer to as Success-Based Pricing, or recurring monthly subscription fees.

The Encompass ~~provides~~Digital ~~the~~Lending ~~following~~Platform ~~features~~is designed to help lenders and ~~benefits~~investors across their entire workflow from the initial point of thought from prospective customers all the way to point of loan delivery when the transaction is executed. We categorize the Encompass Digital Lending Platform in four solution types that allow our customers to:

~~Feature Benefits Sales, Marketing, and Point of Sale~~ • ~~Sales~~Engage and ~~marketing tools to help~~ acquire ~~and grow new business and pre-qualify~~ prospective ~~borrowers,~~customers ~~while~~or ~~also~~members ~~allowing~~so ~~users~~as to ~~manage~~increase ~~leads~~pipeline ~~and~~volume ~~automate follow up communications, contacts,~~ and ~~one-to-one~~drive ~~marketing~~more ~~campaigns. • Integration to custom branded websites to help attract new borrowers and create new loans through an online application that flows directly into the Encompass loan pipeline.~~business;


•	Originate & Close loans more efficiently to lower cost of origination and boost productivity;


•	Sell loans more efficiently to fund loans faster and ensure a steady flow of capital; and


•	Purchase loans efficiently to acquire more loans faster and drive revenue for correspondent businesses.

Each solution includes a number of products and capabilities:

~~Feature Benefits • Integration to a self~~Cross-~~service~~Platform ~~portal where borrowers can research and apply for a loan online~~Products. ~~Automatic~~The ~~lead~~Encompass ~~follow-up~~Digital ~~and~~Lending ~~customer~~Platform ~~retention~~includes ~~through~~functionality ~~campaign management capabilities that allow design~~ and ~~execution of multi~~value-~~step~~added ~~marketing~~features ~~campaigns.~~applicable •across ~~Pre-qualification~~all ~~tools~~solution ~~to start loan applications~~types, ~~access~~including ~~integrated~~a ~~pricing~~data ~~engines~~layer ~~and~~powering ~~easily~~reporting ~~find appropriate loan products~~ and ~~prices~~analytics ~~for~~that ahelp ~~borrower.~~lenders •drive ~~Automatic~~actionable ~~status~~insights ~~updates~~that ~~posted~~lead to asmarter ~~branded~~business ~~website to keep customers and their real estate and other designated agents informed throughout the loan process~~decisions. •The ~~Tools~~data ~~used~~layer toenables ~~track~~ the ~~effectiveness~~platform’s ofworkflow ~~marketing~~automation ~~and relationship building activities. Processing • Configurable pipeline~~capabilities, ~~forms~~including ~~and workflow enable faster loan processing~~pricing, reduced errors and more efficient business operations. • Support for multiple business channels using configurable workflows. • “Alert” management allows focus on urgent and relevant issues. • Collaboration tools keep stakeholders informed and reduce the need to manually notify other employeescompliance, ~~partners and borrowers. • Seamless access to electronic~~ document management ~~simplifies document handling~~ and ~~increases~~rules ~~data~~engines ~~security.~~that ~~Risk~~automate ~~Management~~lenders’ ~~and~~workflow ~~Business Reporting • Centralization of all business data~~ and ~~electronic~~reduce ~~images.~~manual •repetitious ~~Built-in~~tasks ~~rules~~that ~~and~~often ~~safeguards~~drive toup ~~set and enforce business practices~~costs. •In ~~Management~~addition, ~~dashboards~~we ~~highlighting key performance indicators. • Predefined reports~~ provide ~~out-of-the-box intelligence and can be modified with~~ a ~~custom~~developer ~~report~~portal ~~writer. Connectivity, Personalization~~ and Integration • Seamless and secure connections to thousands of service providers and investors on the Ellie Mae Network. • Workflow management to define customer-specific business processes. • User-defined experience through a ~~personalized~~robust ~~homepage.~~set • Integration with third-party applications through a software development kit to leverage existing technology investments. Underwriting • Ability to collaborate with all origination team members and respond effectively to underwriting requests and track underwriting conditions. • Ability to communicate loan conditions, request and receive mortgage documents and track conditions and documents in a single system. • Access to electronic copies of ~~borrower~~APIs documents within the loan file and compare them with actual loan data to reduce risk of data inconsistencies. Secondary Marketing and Trade Management • Ability to manage lock requests and accurately track buy-side and sell-side pricing. • Ability to allocate loans that ~~qualify~~enable ~~for~~lenders ~~trades, track progress~~ and ~~capture~~their ~~key~~developers ~~trade details. • Ability~~ to ~~receive~~innovate ~~deadline-notification alerts to help avoid late-delivery fees. Closing~~ and ~~Funding~~extend •the ~~Ability~~platform to ~~enter~~their ~~closing~~business ~~data, perform audits and order closing documents all within a single loan file~~needs. • Automatic population of closing data on funding worksheets, helping to reduce errors and enable faster funding. Post-Closing, Shipping and Delivery • Comprehensive tracking, fulfillment and shipping of compliant, tamper-proof loan data and documents directly to the investor.

7Channel-Centric Solutions. The Encompass Digital Lending Platform offers technology solutions for all three mortgage channels. For retail lenders, the platform offers a borrower portal, loan officer portal, loan origination system, and investor delivery service intended to help lenders originate and sell loans faster. For wholesale lenders, the platform offers a broker portal for third-party originators, as well as the loan origination system and investor delivery services, all intended to help originate broker generated loans faster. For the correspondent channel, the platform provides the tools to enable sellers to easily deliver loans and for correspondent investors to easily manage their loan acquisition pipeline, validate loan data, and ultimately complete the acquisition transaction.

~~Feature~~The ~~Benefits~~Ellie •Mae ~~Tools~~Partner toNetwork. ~~manage~~A ~~interim~~key ~~servicing~~component ~~before~~of ~~selling~~the ~~loans~~Encompass toDigital ~~investors.~~Lending ~~Advanced~~Platform ~~Configuration~~is ~~and~~the ~~Business~~partner ~~Rule~~network, ~~Management~~which •we ~~Enterprise-level~~refer ~~functionality~~to ~~for~~as ~~higher~~the ~~level~~Ellie ~~security~~Mae Network, ~~more~~which ~~granular~~enables ~~control~~mortgage oforiginators ~~processes~~to ~~and~~choose ~~flexible~~from, ~~customization~~and ofconnect ~~the~~to, ~~software.~~a •broad ~~Comprehensive~~array ~~control~~of ~~over~~third-party ~~workflow~~service providers, ~~business~~mortgage ~~rules~~lenders, ~~processes~~and investors essential to the processing and ~~user~~funding ~~groups~~of loans. Key functions of the Ellie Mae Network include the following:

Mortgage originators using Encompass pay monthly per-user subscription fees or pay fees based on the Success-Based Pricing model where fees are based on their monthly closed loans volume, either separately or as a bundled package; subject to monthly base fees. This Success-Based Pricing model also includes our Encompass Docs Solution, Encompass Compliance Service, and Encompass Consumer Connect.

Encompass Solutions and Services

Additional solutions offered within our platform include the following:

Encompass Lending Platform and Encompass Developer Connect Solution

The Encompass Lending Platform and Encompass Developer Connect gives customers, partners and independent software vendors a secure suite of APIs and developer resources to enable them to extend Encompass with new functionality, easily integrate Encompass with external systems and data, and build custom applications that integrate with Encompass in the cloud.

Encompass Data Connect gives lenders access to all of their loan data in near real time, enabling them to fully maximize the utility of existing reporting, business intelligence and visualization.

Sales and Marketing Solutions

Encompass CRM includes a suite of sales and marketing tools that allows users to manage contacts, leads and marketing campaigns. It provides one-to-one marketing campaign capabilities for lender’s customers, prospects and referral partners, and robust business intelligence reporting and compliance controls for marketing and sales efforts.

Velocify by Ellie Mae is a cloud-based sales engagement platform that helps lenders and other non-lender customers manage leads and automate customer engagement tasks.

Encompass WebCenter, which is being replaced by Encompass Consumer Connect, provides the ability to create and customize professional websites for lenders, allowing prospective borrowers to initiate loan applications online.

Encompass Consumer Connect which is built on the Encompass Lending Platform, enables lenders to engage consumers with a customized online experience that expedites the mortgage process and allows them to stay informed and securely send and receive documents. Encompass WebCenter customers are upgrading to Encompass Consumer Connect.

Encompass TPO WebCenter, which is being replaced by Encompass TPO Connect, is a web-based extension of Encompass that enables loan level interaction between a third-party originator (“TPO”), and a wholesale or correspondent lender.

Encompass TPO Connect is built on the Encompass Lending Platform and provides a customizable and interactive web experience for wholesale and correspondent lending channels. It gives lenders and investors a modern and collaborative web experience for their TPO partners that promotes compliance, data integrity, and easy bi-directional communication throughout the entire loan process. Encompass TPO WebCenter customers are upgrading to Encompass TPO Connect.

Encompass Loan Officer Connect, which is built on the Encompass Lending Platform, keeps loan officers in the field connected with borrowers by providing the ability to originate loans, access pipelines, alerts, and lock expiration dates anywhere on any device.

Loan Quality and Compliance Solutions

The Ellie Mae Total Quality Loan Program (“TQL”) is a centralized platform of services within Encompass that facilitates improved consistency, efficiency, and loan quality. TQL enables the ordering of multiple necessary services, such as compliance, income verification, fraud checks, collateral risk, and flood certification, from one tool. Through the creation of reports and dashboards, TQL also enables lenders to monitor and optimize efficiency and loan quality, thus optimizing profitability. If selling mortgages to investors, TQL also aligns the ordered services with those required by the specific investor to help expedite the sales process for both lender and investor.

Encompass Compliance Service analyzes mortgage loan data for compliance with a comprehensive set of federal and state laws and regulations as well as institutionally mandated compliance policies. Encompass Compliance Service is integrated with Encompass but can be used with other loan origination software as well.

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

Encompass Flood Service, which we license from a third party, allows Encompass users to order and transfer basic and life-of-loan flood zone determination electronically. Documentation and data are stored automatically for review and investor delivery.

Encompass Fraud Service, which we license from a third party, allows Encompass users to order collateral and non-collateral based fraud risk reports from within Encompass. Documentation received back is automatically stored for review with alerts that highlight specific areas of concern as well as recommended next steps for investigating and curing.

Efficient Processing and Closing Solutions

Encompass Electronic Document Management gives Encompass users the ability to go paperless and receive, store and manage documents, as well as deliver any documents electronically and securely to borrowers, real estate agents, lenders, and settlement service providers.

Encompass Docs Solution is an integrated, comprehensive initial disclosure, and closing document preparation solution that electronically generates the dozens of documents a borrower must receive and sign prior to the funding of a loan. Because mortgage originators using Encompass Docs Solution do not have to move loan data from their loan origination system to a separate closing system, the Encompass Docs Solution increases the accuracy and efficiency of the document preparation to closing process.

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

Encompass Title & Closing Center streamlines the closing process by enabling lenders to order title through workflow in Encompass and seamlessly connect with settlement agents through a secure browser-based portal.

Integrated Pricing and Secondary Marketing Solutions

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

Encompass Secondary Marketing provides lock request management, post-closing condition tracking and tools for fulfillment and trades, such as purchase advice reconciliation, interim servicing and trade management. Trade Management allows lenders to track both Mortgage Backed Securities trades with broker/dealers as well as trades with aggregators.

Encompass Data and Docs Delivery establishes secure system-to-system workflows between the lender and the investor, ensuring accurate, compliant, and tamper-proof loan data and docs are delivered expeditiously.

The Ellie Mae Network

A key component of the Encompass platform is the Ellie Mae Network, which enables mortgage originators to choose from, and connect to, a broad array of third-party service providers, mortgage lenders, and investors essential to the processing and funding of loans. Key functions of the Ellie Mae Network include the following:


•	Mortgage originators can electronically order settlement services, including credit, title, appraisal, flood, compliance, mortgage insurance, fraud detection, and other reports.


•	Mortgage originators can electronically and securely submit loan files to the investors to whom they intend to sell them, in order to have the loans underwritten and priced and to have loan rates locked.


•	Investors and settlement service providers can gain instant electronic access to a large number of mortgage originators, potentially increasing their revenue opportunities and lowering their marketing, loan processing, and customer support costs.


•	Investors and service providers can access electronic and real-time marketing and quality enforcement services that facilitate business interactions with mortgage originators.

9Service providers and investors enter into contracts with us that allow their proprietary operating systems to inter-operate with the Ellie Mae Network. Service providers and investors generally pay us fees on a per transaction basis when the mortgage originator orders the applicable services through the Ellie Mae Network.

~~Service~~Professional ~~providers~~Services, ~~and~~Technical ~~investors~~Support, ~~enter into contracts with us that allow their proprietary operating systems to inter-operate with the Ellie Mae Network. Service providers~~ and investors generally pay us fees on a per transaction basis when the mortgage originator orders the applicable services through the Ellie Mae Network. The table below describes some of the services that mortgage originators may order during the mortgage origination process.Education

~~Type~~Our ~~Description~~professional ~~Credit~~services ~~Report~~organization Apromotes ~~report~~best ~~verifying~~practice aimplementations ~~loan applicant’s credit standing to statistically predict the likelihood of the applicant repaying future debts. Product Eligibility~~ and ~~Pricing~~ongoing ~~Engine~~software Aupkeep ~~service that allows a mortgage originator~~ to ~~compare~~support ~~loans~~our ~~offered~~customers’ bypreferred ~~different~~workflows ~~lenders~~ and ~~investors~~integrate towith ~~determine~~other ~~the~~critical ~~best~~systems ~~product~~while ~~and~~improving ~~price~~productivity ~~available to a particular borrower. Automated Underwriting A service provided by Fannie Mae~~ and ~~Freddie~~supporting ~~Mac that analyzes and determines whether a loan meets their acquisition requirements~~compliance. ~~Data~~Our ~~Transmission~~technical tosupport and ~~from~~services ~~Lenders~~organization ~~and~~applies ~~Investors~~expertise ~~Mortgage~~in ~~originators~~compliance, ~~transmit~~business ~~data for loan underwriting~~workflows, ~~pricing,~~ and ~~registration~~product ~~prior~~knowledge to ~~delivery~~enable ofour ~~the~~customers ~~loan package~~ to ~~the~~achieve ~~lender.~~better ~~Appraisal~~levels ~~Report An estimate~~ of ~~the~~productivity ~~value of the property securing the mortgage conducted by a licensed appraiser~~ and ~~used~~more byeffective ~~the~~use lender to determine whether the loan is adequately collateralized. Title Report; Insurance A report ordered on the property to examine public records to ensure that no one except the seller or borrower has a valid claim on the property and to disclose past and current facts regarding ownership of ~~and~~Ellie ~~liens~~Mae ontechnologies ~~the~~which ~~property;~~result ~~title~~in ~~insurance~~maximization ~~protects the insured against any loss caused by defect~~ of ~~title~~return ~~to the property. Flood Certification A report that determines whether the property is located in a flood hazard area based~~ on ~~federal flood regulations and whether the lender or investor will require flood insurance on the property~~investment. Our ~~Compliance~~education ~~Review~~organization Adevelops ~~service that reviews a loan file to confirm whether a loan complies with federal, state,~~ and ~~local regulations. Fraud Detection A service that searches through a number of data fields on a loan application, identifies inaccurate or inconsistent data or suspicious circumstances, and~~ delivers atraining ~~fraud~~curriculum filter score report. Document Preparation A service that automates the process of preparing the legal documents required for closing a loan. Mortgage Insurance Insurance that protects mortgage lenders against loss in the event of default by the borrower, which ~~can~~facilitates ~~allow lenders to originate loans with lower down payments. Income, Identity and Employment Verifications Services that automate~~ the ~~verification~~foundation of ~~each~~knowledge ~~of a borrower’s income, identity,~~ and ~~employment~~successful ~~through~~application ~~a variety~~ of ~~sources,~~our ~~including~~solutions ~~the~~across ~~Internal~~our ~~Revenue~~user ~~Service, Social Security Administration, and other third parties~~base.

AllRegs

AllRegs Online: We offer access to a comprehensive online database consisting of thousands of government and conventional lending guidelines and forms, as well as federal and state laws and regulations. We also provide access to federal disclosures and forms and state compliance resources including pending legislation and email updates, and we are the exclusive electronic publisher of certain mortgage lending guidelines for Fannie Mae, Freddie Mac, and the Federal Home Loan Bank.

AllRegs Policy and Education Manager includes:

• AllRegs Education, which is a suite of courses related to the mortgage industry. Customers can choose from a variety of delivery options, including self-paced training, instructor-led online courses, webinars, or live classroom training. Our courses allow our customers to meet continuing education requirements for state-licensed mortgage loan originators, as well as certification programs for mortgage industry professionals.

• AllRegs Policy and Procedure Manuals, which helps organizations of all sizes author, publish, and maintain policy manuals, procedure templates, and lending handbooks.

• Compliance Management System, which leverages components from the AllRegs product line. With this system, lenders have the base tools necessary to develop their comprehensive compliance management system. This includes the AllRegs Policy and Education Manager, and AllRegs Online.

AllRegs Professional Services: We offer documentation services that allow our customers to manage internal mortgage lending compliance or management of customers’ document and guideline publishing with private label branding. Additionally, AllRegs Online provides custom training solutions as well as a robust learning and content management tool.

Data & Analytics: AllRegs tracks and makes available information regarding investor loan products from many different investors. The AllRegs Market Clarity solution enables mortgage originators to search across these numerous loan products, allowing them to select appropriate loan programs for their borrowers.

Sales and Marketing

Our sales force, which is deployed across the United States, consists of four distinct teams: Sales Development, New Account Acquisition, Solution Engineering, and Account Management. These teams manage and grow our customer accounts and focus on continuing to expand our customer base. They also encourage adoption of the Ellie Mae Network and our professional services, manage new product introductions, and cross sell solutions ~~added~~that towe ~~our~~develop ~~portfolio~~or ~~as a result of acquisitions~~acquire.

To build brand awareness and generate sales leads, we conduct digital marketing campaigns, webinars, public relations campaigns, and advertising. We attend and sponsor many mortgage and banking industry conferences and promote the Ellie Mae Experience, our annual user conference.

Professional Services, Technical Support, and Education

Professional Services

Our professional services organization promotes best practice implementations and ongoing software upkeep to support our customers’ preferred workflows and integrate with other critical systems while improving productivity and supporting compliance. Our professional services implementation team is typically comprised of implementation consultants, project managers, business analysts, product specialists, and custom development resources. Our implementation team assists customers with configuration of our products for successful transition and adoption. Once implemented, our advisory team offers assistance with ongoing performance tuning and continual best practice configuration adjustments.

Technical Support & Services

Our technical support and services organization applies expertise in compliance, business workflows, and product knowledge to enable our customers to achieve better levels of productivity and more effective use of Ellie Mae technologies which result in maximization of return on investment. This is achieved through direct interactions with a dedicated support team and experienced support engineers utilizing systems, processes, and knowledge developed to facilitate customer success.

Education Services

Our education organization develops and delivers training curriculum which facilitates the foundation of knowledge and successful application of our solutions across our user base. Education is delivered live in classroom settings at our facilities and on-location, as well as virtually through online on-demand formats. Our curriculum includes foundational training in the use and workflows of our various products and services, as well as advanced certification programs oriented toward the advanced customer who wishes to gain the most out of our solution.

Technology

Our technology infrastructure supports all of our SaaS products and services.

Data Centers and Network Access

Our primary data centers are hosted by a leading SOC 1/SSAE-16 Type II certified provider of hosting services in Santa Clara, California and Elk Grove (Chicago), Illinois. Applications we provide will run actively in either of these two sites at any time. In 2016, we started moving towards a hybrid cloud architecture that leverages our private co-location data centers as well as Amazon Web Services (“AWS”). Moving towards a hybrid cloud architecture provides us with the scalability to expand our platform and application services, as well as increase availability and cost efficiencies to deliver on our product roadmap and service quality.

We rely on private data centers and AWS to host our products and services. Any disruption with our use of private cloud data centers or AWS would impact our operations and our business would be adversely impacted. In the event of a partial or full failure of our private data centers or AWS regions due to any natural disasters or other factors, we can recover services on a separate disaster recovery data center or other Amazon regions as part of our disaster recovery plan.

11In 2015, we acquired substantially all of the assets of Mortgage Returns, LLC (“Mortgage Returns”), whose primary data center is hosted by a third-party provider located in St. Louis, Missouri. Currently, our Encompass CRM application runs out of this site. In 2017, we acquired Velocify, whose primary data center is hosted by a third-party provider located in Richardson, Texas. Currently, our Velocify products run out of this data center.

In 2015, we acquired substantially all of the assets of Mortgage Returns, LLC (“Mortgage Returns”), whose primary data center is hosted by a third party provider located in St. Louis, Missouri. Currently, our Encompass CRM application runs out of this site. In 2017, we acquired Velocify, whose primary data center is hosted by a third party provider located in Richardson, Texas. Currently, our Velocify products run out of this data center.

Network Security

All sensitive data transmitted over public networks is encrypted using industry standard encryption protocols in order to protect sensitive data against third-party disclosure. Servers and network components are secured with access control mechanisms and protected by hardened firewalls, virus protection, and intrusion prevention/detection systems. Security services and tools are monitored and updated in order to address emerging vulnerabilities. We have and will continue to commit significant resources to protect against and remedy any potential security breaches and their consequences and intend to keep doing so in the future. In ~~2017~~recent years, we made major investments in our network security infrastructure, encryption of customer data, end-point security, and cybersecurity threat intelligence, including headcount and third-party tools and systems. In ~~2018~~2019 and beyond, we will continue to invest in our security infrastructure to protect the confidentiality and integrity of our customer data.

Research and Development

We devote substantial resources to enhance the features and functionality of our offerings as well as ~~developing~~to develop new products and services. We are developing the next generation Encompass platform, including the Encompass Connect solutions that leverage our new APIs and platform capabilities. These new products include our Encompass Consumer Connect solution to better equip our customers to deploy customized borrower-facing websites, Encompass TPO Connect which helps our customers better manage third-party originations with their partners, Encompass Loan Officer Connect which exposes a rich set of loan officer-facing functionality on mobile devices, Encompass Developer Connect which provides developers with APIs, tools and developer portal, and Encompass Data Connect which gives lenders access to all of their loan data in near real time.

We will also continue to deliver enhancements to our offerings in support of compliance updates, ~~such~~including as the 2018 HMDA collection and reporting changes, as well as the upcoming February 2020 adoption deadline for the redesigned Uniform Residential Loan Application.

Intellectual Property

Our success depends in large part on our proprietary products and technology for which we seek protection ~~from~~by use of a combination of patents, copyrights, trademarks, and trade secret laws and other agreements with employees and third parties. We require our officers, employees, and consultants to enter into standard agreements containing provisions requiring the confidentiality of proprietary information and assignment to us of all inventions made during the course of their employment or consulting relationship. We also enter into nondisclosure agreements with our commercial counterparties and limit access to, and distribution of, our confidential information.

We are committed to developing and protecting our intellectual property and, where appropriate, file patent applications to protect our technology. Our existing patents expire between 2020 and 2035. Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. Third parties may infringe or misappropriate our proprietary rights. Competitors may also independently develop technologies that are substantially equivalent or superior to the technology we offer in our products and services.

We hold a number of registered and unregistered trademarks, service names and domain names that are used in our business in the United States.

Competition

The mortgage origination software market is highly competitive. We compete against software providers based on our ability to provide:


•	a comprehensive, integrated software solution that provides all business-critical functions including customer acquisition, loan processing, task management, communication with borrowers and other mortgage origination participants, reporting, regulatory compliance, and general enterprise management;


•	solutions that create efficiencies in gathering, reviewing, and verifying mortgage-related data and producing accurate documentation;


•	on-demand solutions that reduce the need for IT infrastructure and overhead while providing the ability to update capabilities and adopt new regulations in a timely manner;


•	customizable business rules to automate processes, promote accountability, and enforce business practices that help assure loan quality and regulatory compliance;


•	a database architecture designed to reduce data errors and facilitate collaboration among departments within a mortgage origination company and comprehensive monitoring of the business of the entire enterprise;


•	attractive pricing options, such as our Success-Based Pricing model, allowing customers to time payments to cash flow;


•	an integrated network to submit loan files electronically and securely to lenders and electronically order all of the services necessary to originate a loan;


•	a solution that is secure and maintains the confidentiality of sensitive data; and


•	a solution that is reliable with minimal planned and unplanned downtime.

Our end-to-end mortgage origination software solution, Encompass, competes with many software providers catering to mortgage ~~brokerages~~banks, mortgage lenders, credit unions, and mortgage ~~lenders~~brokers. Our principal software competitors include: ~~Byte~~proprietary ~~Software~~systems ~~Inc;~~that ~~Calyx~~lenders ~~Technology~~have put in place, ~~Inc.;~~largely DHbuilding ~~Corporation~~on ~~now~~top ~~Finastra;~~of ~~LendingQB;~~a ~~Mortgage~~legacy ~~Builder~~third-party ~~Software~~technology; Black Knight, Inc. (LoanSphere Empower and LoanSphere LendingSpace); Mortgage Cadence, an Accenture Company; Wipro Gallagher Solutions, Inc.; ~~and~~Blue ~~Black~~Sage ~~Knight~~Solutions; ~~Financial~~Byte ~~Technology~~Software ~~Solutions~~Inc; Calyx Technology, ~~LLC~~Inc.; ~~(LoanSphere~~DH ~~Empower~~Corporation now Finastra; LendingQB; and ~~LoanSphere~~Mortgage ~~LendingSpace)~~Builder Software, Inc. Some of these software providers, including ~~Calyx Technology, Inc. and~~ Black Knight ~~Financial Technology Solutions~~, ~~LLC,~~ also provide connectivity between their software users and lenders and service providers.

We also compete against other service providers that offer various competing software services not only based on the quality of the service we offer, but also on the integration of each specific service provided within our Encompass platform’s overall workflow. We believe that the integration of the services with Encompass enhances mortgage originators’ control over their processes with the critical result of reducing errors and costs through the seamless exchange of data across applications and services ~~which~~that Encompass offers.

Our principal functional service competitors include:

Borrower-facing Mortgage Originator Website providers, including: D+H Corporation; Blend Labs, Inc.; Cloudvirga, Inc.; and Blue Igloo, Inc. (dba Roostify).

Document Preparation Services providers, including: DigitalDocs, Inc.; DocMagic Inc.; IDS, Inc. (International Doc Services); DocuTech, LLC; Docu Prep, Inc.; Mortgage Resources Group, LLC; and Wolters Kluwer Financial Services, Inc.

Compliance Services providers including: Interthinx, Inc.; and LogicEase Solutions, Inc. (ComplianceEase).

Product and Pricing Services providers, including: Mortech, Inc.; LoanLogics, Inc.; Optimal Blue, LLC; and Cre8tech Labs Inc. (LenderPrice).

Electronic Document Management providers, including: Conduent, Inc. (BlitzDocs); and VirPack Corporation.

The Ellie Mae Network is our proprietary method of facilitating our Encompass customers’ ability to choose from, and connect with, a broad array of mortgage lenders and third-party service providers essential for the processing and funding of loans, and is only available to mortgage originators using Encompass. Its principal competition remains traditional methods of exchanging data and documents among mortgage industry participants, such as by email, facsimile, phone, courier, and mail. In addition, mortgage originators may use a standalone web browser to go individually to each investor, lender, or service provider’s website and then manually upload loan data or enter information into that website. Mortgage originators may continue to use these methods due to habit, personal business relationships or for other reasons, despite the disadvantages of duplicative efforts, time delays, errors and costs, redundant paper documentation, and potential privacy and security breaches.

Lenders and service providers, including those who participate on the Ellie Mae Network, can and do connect with mortgage originators that are not Encompass users in a variety of ways, including through other networks between mortgage originators and lenders, and service providers such as Black Knight, Inc.

We compete with respect to the Ellie Mae Network based on:


•	offering mortgage originators accessibility to a critical mass of investors, lenders, and service providers;

• enabling mortgage originators to transact all aspects of the mortgage origination process over the network.; and


•	providing investors, lenders, and service providers with superior technological connectivity with mortgage originators, which enables them to lower costs, reduce errors and increase speed.

Our future financial condition and operating results depend on our ability to continue to develop and offer new products and services. We believe we generally compete favorably with our competitors; however, some of our actual and potential competitors enjoy substantial competitive advantages over us, such as longer operating histories and significantly greater financial, technical, marketing, and other resources.

Government Regulation

The U.S. mortgage industry is heavily regulated. Mortgage originators, lenders, investors, and service providers with which we do business are subject to federal, state, and local laws that regulate and restrict the manner in which they operate in the residential mortgage industry, including Regulation X of the Real Estate Settlement Procedures Act (“RESPA”), Regulation Z of the Truth in Lending Act (“TILA”), the Mortgage Disclosure Improvement Act, and the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, as amended. In addition, the Dodd-Frank Act increased regulation of the mortgage industry, including: generally prohibiting lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based on verified and documented information; requiring the CFPB to enact regulations to help assure that consumers are provided with timely and understandable information about residential mortgage loans that protect them against unfair, deceptive, and abusive practices; and requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize and sell to third-party investors without retaining any of the loans’ default risk. Although we are not directly subject to these laws and regulations, changes to these laws and regulations could broaden the scope of parties or activities subject to regulation and require us to comply with their restrictions, and new products and services developed by us may be subject to, or have to reflect, these laws or regulations.

In addition, we are subject to general business laws and regulations, regulations governing federal contractors, and laws and regulations specifically governing the Internet, such as those covering taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access, and the characteristics and quality of services.

Employees

At December 31, ~~2017~~2018, we had approximately 1,~~480~~570 full-time employees, including ~~220~~approximately 240 in sales and marketing, 1,~~095~~150 in research and development and technology, and ~~165~~180 in general and administrative functions. None of our employees are covered by a collective bargaining agreement.

Facilities

Our corporate headquarters are located in Pleasanton, California, totaling approximately 280,~~680~~700 square feet, under a lease expiring in December 2025. We also have branch offices in Calabasas, California; El Segundo, California; Irvine, California; San Diego, California; Eagan, Minnesota; Creve Coeur, Missouri; Omaha, Nebraska; and Parsippany, New Jersey.

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ITEM 1A. RISK FACTORS

You should carefully consider the risks described below and the other information in this report. If any of the following risks materialize, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. The risks described below are not the only ones facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business, results of operations, financial condition, and liquidity.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Annual Report on Form 10-K. The following information should be read in conjunction with the ~~consolidated~~ financial statements and related notes in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Because of the following risks, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

The Transaction, the pendency of the Transaction or our failure to complete the Transaction could have a material adverse effect on our business, results of operations, financial condition and stock price.

On February 11, 2019, we entered into the Merger Agreement with Parent and Merger Sub, providing for our acquisition by private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Completion of the Transaction is subject to the satisfaction of various conditions, including approval of the Transaction by our stockholders, regulatory approvals from various governmental entities, the absence of certain legal impediments and the absence of a material adverse effect on our business. There is no assurance that all of the various conditions will be satisfied, or that the Transaction will be completed on the proposed terms, within the expected timeframe, or at all. Furthermore, there are additional inherent risks in the Transaction, including the risks detailed below.

During the period prior to the closing of the Transaction, our business is exposed to certain inherent risks due to the effect of the announcement or pendency of the Transaction on our business relationships, financial condition, operating results and business, including:


•	potential uncertainty in the marketplace, which could lead current and prospective customers to purchase offerings from other providers or delay purchasing from us;


•	the possibility of disruption to our business and operations, including diversion of management attention and resources, increased transaction costs, and the potentially negative impact on our relationships with service providers, investors, and lenders on the Ellie Mae Network;


•	the inability to attract and retain key personnel, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Transaction;


•	the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Transaction, and other restrictions on our ability to conduct our business;


•	our inability to solicit other acquisition proposals during the pendency of the Transaction following the expiration of the “go-shop” period;


•	the amount of the costs, fees, expenses and charges related to the Merger Agreement and the Transaction; and


•	other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Transaction.

The Transaction may be delayed, and may ultimately not be completed, due to a number of factors, including:


•	the failure to obtain the approval of the Merger Agreement by our stockholders;


•	the failure to obtain regulatory approvals from various governmental entities (or the imposition of any conditions, limitations or restrictions on such approvals);


•	potential future stockholder litigation and other legal and regulatory proceedings, which could delay or prevent the Transaction; and


•	the failure to satisfy the other conditions to the completion of the Transaction, including the possibility that a material adverse effect on our business would permit Thoma Bravo not to close the Transaction.

If the Transaction does not close, our business and stockholders would be exposed to additional risks, including:


•	to the extent that the current market price of our stock reflects an assumption that the Transaction will be completed, the price of our common stock could decrease if the Transaction is not completed;


•	investor confidence could decline, stockholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to retain key personnel, and profitability may be adversely impacted due to costs incurred in connection with the pending Transaction; and


•	the requirement that we pay a termination fee of $55 million (in connection with accepting a superior proposal during the “go-shop” period from a third party, other than with respect to certain restricted parties described in the Merger

Agreement, in which case the termination fee will be $110 million) to Thoma Bravo if we terminate the Merger Agreement under certain circumstances.

Even if successfully completed, there are certain risks to our stockholders from the Transaction, including:


•	the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;


•	the fact that receipt of the all-cash per share merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and


•	the fact that, if the Transaction is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.

Any outages or system interruptions that impair access to Encompass, the Ellie Mae Network, or our other services could damage our reputation and brand and may substantially harm our business and operating results.

The satisfactory performance, reliability, and availability of Encompass, the Ellie Mae Network, and our other services are critical to our reputation and our ability to attract and retain Encompass users and Ellie Mae Network participants. Because our services are complex and incorporate a variety of hardware and proprietary and third-party software, our services may have errors or defects that could result in unanticipated downtime for our customers. Internet-based services frequently contain undetected errors when first introduced or when new versions or enhancements are released, and we have from time to time found errors and defects in our services and new errors and defects in our services may be detected in the future. We are dependent on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner.

Moreover, we have experienced and may in the future continue to experience temporary system interruptions to Encompass, the Ellie Mae Network, or our other services for a variety of other reasons, including:


•	network or power failures;


•	problems with Encompass and other third-party firmware updates;


•	an overwhelming number of users trying to access our services during periods of strong demand;


•	security or denial of services attacks which result in service interruptions;


•	use of our services by our customers in unanticipated ways that may cause a disruption in services for other customers; and


•	disruptions or congestions in the portions of the Internet linking us to our customers.

Since our customers use our service for important aspects of their business, any errors, defects, disruptions in service, or other performance problems could result in negative publicity, damage to our reputation and brand, reduce our revenue, increase our operating expenses, negatively impact our ability to run our business, hinder our ability to enroll new customers, cause us to incur legal liability or issue refunds or service credits to our customers and cause us to lose current customers, all of which could substantially harm our business and operating results.

We depend on data centers and computing infrastructure operated by third parties and any disruption in these operations could damage our reputation and brand and substantially harm our business and operating results.

We host our applications and serve our customers from third-party data centers located within the United States. We utilize a hybrid cloud approach to our third-party data centers consisting of (i) two primary production data centers, located in Santa Clara, California and Elk Grove (Chicago), Illinois, which are each hosted by a third-party service provider, as well as third -party data centers located in St. Louis, Missouri and Richardson, Texas, which host our Encompass CRM and Velocify products, and (ii) a network of AWS data centers within the United States which provides a distributed computing infrastructure platform for business operations. We maintain regular oversight but have little direct control over our third -party data centers. In the case of AWS, we do not control any aspects of the AWS data center operations and do not own any of the underlying computing hardware. We rely on these third-party service providers to provide continuous and uninterrupted access to our products and services, including Encompass and the Ellie Mae Network. If for any reason our relationship with any of these third parties were to end unexpectedly, it could require a significant amount of time to transition the hosting of our computing infrastructure to new third-party service providers.

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Problems faced by our third-party data center providers or AWS, or with the telecommunications network providers with whom we or they rely, could adversely affect the experience of our customers. Our third-party data center operators or AWS could decide to close their facilities or reduce services to us without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center providers, AWS or any of the other service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data center providers or AWS are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or at AWS or any errors, defects, disruptions, or other performance problems with our applications or the hosted infrastructure on which they run could adversely affect our reputation and may damage our customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services, as discussed in the preceding risk factor, could substantially harm our business and operating results.

Our failure to maintain the security of the confidential information of the customers of the users of our software and services could damage our reputation and brand and substantially harm our business and operating results.

We collect, process, transmit, and maintain certain confidential information relating to the customers (borrowers and loan applicants) of the users of our software and services, including personally identifiable information. This information resides on data center servers hosted by third-party providers and on AWS, and is transmitted to, across, and from our networks. While we have security measures in place to protect this information and prevent security breaches, these security measures may be compromised as a result of third-party action, including intentional misconduct by computer hackers, advanced persistent cyber-attacks (by hacktivists or cybercriminal organizations), employee error or malfeasance, service provider or vendor error, malfeasance or other intentional or unintentional acts by third parties. Furthermore, our customers’ data, including personally identifiable information, may be lost, exposed, or subject to unauthorized access and/or use as a result of accidents, errors, or malfeasance by our employees, independent contractors, or others working with us or on our behalf. Our servers and systems, and those of our service providers, may also be vulnerable to computer malware, break-ins, denial-of-service attacks, and similar disruptions from unauthorized tampering with our computer systems, which could result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. The possession and use of personally identifiable information in conducting our business subjects us to legislative and regulatory burdens that may require notification to customers in the event of a security breach, restrict our use of personally identifiable information, and hinder our ability to acquire new customers or market to existing customers.

We cannot guarantee that our security measures will prevent security breaches or the loss or exposure of confidential information or other information we maintain or process. Any actual or perceived compromise of our security could result in the loss of customer data, intellectual property or trade secrets, and could damage our reputation and brand, negatively affect our ability to attract new customers and retain existing customers, adversely affect investor confidence, and expose us to a risk of litigation or regulatory actions and orders, penalties for violation of applicable laws, regulations, or contractual obligations and/or other liabilities, which would substantially harm our business and operating results. We will need to expend significant resources to protect against and remedy any potential security breaches and their consequences, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

A decrease in mortgage lending volume could materially adversely affect our business.

Mortgage lending volume decreased substantially on a year-over-year basis in each of 2017 and 2018, and may continue to decrease in future years. Refer to Results of Operations in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion on the financial impacts of this decrease on our business and financial results. In 2019 and beyond, a continued decrease in mortgage lending volume could continue to materially adversely affect our business and our operating results. A decline in mortgage lending volume could continue to reduce the closed loan fees we receive as well as fees for transactions on our platform, including Ellie Mae Network transaction fees. In addition, a substantial decline in mortgage lending volumes by our customers could result in a reduction of Encompass users, consolidation of our customers with other lenders that do not use Encompass, or cessation of operations by our customers, in each case which would decrease the base fee portion of success-based revenues, subscription revenues and professional services revenues we receive from our customers. Furthermore, the volumes of mortgages originated by our customers may decline more than the volume of mortgages originated by lenders who do not use Encompass. Factors that adversely impact mortgage lending volumes include increasing mortgage interest rates, reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies (including the passage of the Tax Cuts and Jobs Act (the “Tax Act”)), the number of existing mortgages eligible for refinancing, the available inventory of housing, affordability of housing, and other macroeconomic factors.

Mortgage interest rates are influenced by a number of factors, including monetary policy. Since December 2016, the Federal Reserve Bank has raised the target federal funds rate by 0.25% on eight different occasions, the most recent increase from 2.25% to 2.50%, and signaled that the federal funds rate could be increased further over the coming years. The increase in the federal funds rate has contributed to an increase in mortgage interest rates and may result in future mortgage interest rate increases. Increases in mortgage interest rates reduced the volume of new mortgages originated in 2018 relative to 2017, in particular the volume of mortgage refinancings, and future increases may further decrease the volume of new mortgages originated. Furthermore, changes in tax law may have an impact on the number of mortgages originated. The Tax Act, which was enacted in December 2017 and which limits the deductibility of mortgage interest and local property taxes for federal income tax purposes, as well as increases the standard deduction (reducing the number of U.S. tax payers who itemize deductions), may have a negative effect on the number of mortgages originated. In addition, our revenues typically, but not always, track the seasonality of the residential mortgage industry, with increased activity in the second and third quarters and reduced activity in the first and fourth quarters as home buyers tend to purchase their homes during the spring and summer in order to move to a new home before the start of the school year. As a result, a higher percentage of our revenues have historically been recognized during those quarters.

Our future performance will be highly dependent on both our ability to continue to attract new customers to our service offerings and our ability to sell additional service offerings to existing customers.

To maintain or increase our revenues, we may need to (i) increase the number of customers of our service offerings, and (ii) increase the adoption of our suite of other and newer service offerings to existing customers, in each case the failure to do so may have a materially adverse impact on our business.

Our success will depend on (i) the willingness of our customers, primarily mortgage lenders, to continue to accept the SaaS model for delivering software applications that they view as critical to the success of their business, (ii) our ability to successfully deliver new and improved SaaS service offerings that meet the needs of our existing customers and potential customers, and (iii) the available market of potential customers of our services and our ability to sell our services to these potential customers.

It is difficult to predict customer adoption rates and demand for our services, the future growth rate and size of the market for our service offerings, or the entry of competitive applications. The growth of the mortgage technology market depends on a number of factors, including the cost, performance, and perceived value associated with product offerings, most notably SaaS offerings such as our own, including the extent to which SaaS companies are successful in continuing to address security and reliability concerns. If other SaaS providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for SaaS applications as a whole, including our own products and services, may be negatively affected. If there is a reduction in demand for mortgage technology caused by technological challenges, weakening economic conditions, interest rate increases, security or privacy concerns, competing technologies and products, decreases in spending by mortgage lenders, or a decrease in the number of potential users of our service offerings, this could result in decreased revenues and our business could be adversely affected. In addition, we will need to continue to optimize our sales infrastructure in order to grow our customer base and our business. Identifying and recruiting qualified personnel and training them in the use of our software requires significant time, expense, and attention.

16If we are not able to provide successful enhancements, new features, and modifications to our services, our business could be adversely affected. Further, impairment of software-related assets and other assets may materially adversely affect our operating results.

lenders, or a decrease in the number of potential users of our service offerings, this could result in decreased revenues and our business could be adversely affected. In addition, we will need to continue to optimize our sales infrastructure in order to grow our customer base and our business. Identifying and recruiting qualified personnel and training them in the use of our software requires significant time, expense, and attention.

If we are not able to provide successful enhancements, new features and modifications to our services, our business could be adversely affected. Further, impairment of software-related assets and other assets may materially adversely affect our operating results.

If we are unable to provide enhancements, new features, and modifications of our existing services, including the successful completion and deployment of our next generation Encompass software, the Encompass Lending Platform and our Encompass Connect solutions as well as changes to our services to reflect changes in laws and regulations relating to residential mortgage lending, our business and operating results could be adversely affected. If we do not successfully manage the migration of our customers to our next generation Encompass software or if the transition takes longer than expected, customers may not experience the benefits of new enhancements and features and our business and operating results could be adversely affected. In addition, we will need to continuously modify and enhance our services to keep pace with changes in software, communication, browser, database, and SaaS infrastructure technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion, which could increase our costs and adversely affect our business. The failure of our services to operate effectively with future technologies could reduce the demand for our services, result in customer dissatisfaction, and adversely affect our business.

We have invested and continue to invest significant resources to develop and acquire technology related to our services that is capitalized to property and equipment, net or intangible assets, ~~and~~net ~~treated as an asset~~ on our balance sheet. We may not launch this developed and acquired technology, the launch of such technology may result in disruptions to our business operations, or such technology might not meet our and our customers’ expectations. Also, changes to any of our implementation strategies or the failure of this technology to meet our and our customers’ expectations could result in the impairment of software-related assets, and our future operating results could be materially adversely affected if we are required to write down the carrying value of capitalized software development or other intangible assets.

Changes in current legislation or new legislation may increase our costs by requiring us to update our products and services and if our products and services fail to address relevant laws and regulations our business could be adversely affected.

Changes to existing laws or regulations or adoption of new laws or regulations relating to the residential mortgage industry or mortgage lending may require us to incur significant costs to update our products and services so that our customers remain compliant with such laws and regulations. Our Encompass Compliance Service analyzes mortgage loan data for compliance with consumer protection laws and institutionally mandated compliance policies and must continually be updated to incorporate changes to such laws and policies. The Dodd-Frank Act has caused and will continue to cause us to make similar updates to Encompass, Encompass Compliance Service, Encompass Product and Pricing Service, Encompass Docs Solution, ~~TQL,~~ and the Ellie Mae Network to address, among other things, regulations that protect consumers against unfair, deceptive, and abusive practices by lenders. For example, additional tools and product updates were required to address the Ability-to-Repay/Qualified Mortgage and Federal and State High Cost rules that became effective in January 2014. In addition, we have updated certain products to comply with the TILA-RESPA Integrated Disclosure rule changes and the 2013 Loan Originator Rule under ~~the~~TILA ~~Truth in Lending Act~~ (Regulation Z) that became effective on October 3, 2015 (and amended again on August 24, 2017). The final rule amending Regulation C to implement amendments to the ~~Home Mortgage Disclosure Act (“~~HMDA”) made by section 1094 of the Dodd-Frank Act was published on October 15, 2015. It includes various effective compliance dates, starting with January 1, 2017 through May 30, 2020. The final “Qualified Residential Mortgage” rule which implements the risk retention requirements in the Dodd-Frank Act became effective on December 24, 2015. On August 23, 2016, Fannie Mae and Freddie Mac published the first material updates to the Uniform Residential Loan Application (“URLA”) in more than 20 years. In September 2017, Fannie Mae and Freddie Mac announced that ~~lenders may begin using the redesigned URLA starting in July 2019 and~~ they will require the use of the redesigned URLA for all new loan applications beginning in February 2020. These additions and updates have caused us to incur significant expense, and future updates will likely cause us to incur similar significant expense. For example, if the ~~new~~current U.S. presidential administration and U.S. Congress significantly change or repeal the mortgage lending portions of the Dodd-Frank Act or the ~~CFBP~~Consumer Financial Protection Bureau announces new rules or repeals previously announced rules, we may need to incur significant expense to make updates to our products and services.

InOur ~~addition,~~clients ifuse ~~our~~Encompass ~~products~~ and ~~services~~our ~~fail~~other toapplications ~~adequately address laws or regulations relating~~ to ~~the~~collect, ~~residential~~use, ~~mortgage~~and ~~industry~~store personal or ~~mortgage~~identifying ~~lending~~information ~~(including~~regarding ~~existing~~their ~~laws~~borrowers ~~and regulations~~ or ~~newly introduced laws or regulations)~~customers, wealmost ~~could~~exclusively bewithin ~~subject~~the toUnited ~~claims~~States. byU.S. ~~our~~federal ~~customers~~and/or ~~that~~state wegovernments have ~~breached~~adopted ~~our~~or ~~customer~~may ~~contracts~~adopt aslaws ~~well~~and asregulations ~~potential~~regarding ~~claims~~the bycollection, ~~borrowers~~use, orstorage, ~~government~~processing, ~~agencies.~~and ~~Such~~disclosure ~~claims could result from a failure~~ of ~~our~~personal ~~product~~information toobtained ~~meet~~from ~~customer~~consumers ~~expectations~~and ~~regarding~~individuals, ~~functionality~~which orcould ~~from~~impact ~~errors or defects in~~ our ~~products~~clients. ~~Such~~The ~~claims~~costs ~~could~~of ~~result~~compliance inwith ~~substantial costs~~ and weother ~~could~~burdens ~~incur~~imposed ~~judgments~~by orprivacy-related ~~enter~~laws, ~~into~~regulations, ~~settlements~~and ofstandards ~~claims~~may ~~that~~limit ~~could~~the ~~have~~use aand ~~material~~adoption ~~adverse~~of ~~effect on~~ our ~~business~~services, ~~and~~reduce ~~operating~~overall ~~results.~~demand ~~Furthermore,~~for if our ~~products and~~ services, ~~fail~~lead to ~~address~~significant ~~relevant~~fines, ~~laws~~penalties, ~~and~~or ~~regulations~~liabilities ~~this~~for ~~could~~noncompliance, ~~result~~or inslow ~~negative~~the ~~publicity,~~pace ~~damage~~at towhich ~~our~~we ~~reputation~~close ~~and~~sales ~~brand~~transactions, ~~hinder~~any of which could harm our business.

17In addition, if our products and services fail to adequately address laws or regulations relating to the residential mortgage industry or mortgage lending (including existing laws and regulations or newly introduced laws or regulations), we could be subject to claims by our customers that we have breached our customer contracts as well as potential claims by borrowers or government agencies. Such claims could result from a failure of our product to meet customer expectations regarding functionality or from errors or defects in our products. Such claims could result in substantial costs and we could incur judgments or enter into settlements of claims that could have a material adverse effect on our business and operating results. Furthermore, if our products and services fail to address relevant laws and regulations this could result in negative publicity, damage to our reputation and brand, hinder our ability to enroll new customers and cause us to lose current customers, all of which could substantially harm our business and operating results.

~~ability~~A tofailure ~~enroll~~in ~~new~~our ~~customers~~continued operation of revenue controls and ~~cause~~procedures usunder toTopic ~~lose~~606, ~~current~~the ~~customers~~new revenue recognition standard, ~~all~~may ofimpact our ability to produce accurate and timely financial statements, which could ~~substantially~~have ~~harm~~a material adverse effect on our business and ~~operating~~the ~~results~~market price of our common stock.

AOur ~~decrease~~adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue From contracts with Customers, as amended (“Topic 606”) on January 1, 2018, required us to make significant updates to our financial information technology systems and significant modifications to our accounting controls and procedures. The implementation of Topic 606 continues to place a significant burden on our accounting and information technology teams, both financially and through the expenditure of management time. Many of these updates and modifications remain in ~~mortgage~~process ~~lending~~as ~~volume~~we evolve our systems and controls. The significant system and process updates required to continue to operate and report under Topic 606 remain an on-going initiative. As a result, we cannot provide any assurance that we will continue to timely meet our reporting requirements. Our failure to timely meet our reporting obligations could ~~materially~~have ~~adversely~~a ~~affect~~material adverse effect on our business and the market price of our common stock. Furthermore, due to the implementation of Topic 606 and the changes we are making to our internal control environment to adopt Topic 606, there is an increased risk that we fail to maintain an effective internal control environment. For example, during the three months ended September 30, 2018, we identified a material weakness in our controls related to the adoption of Topic 606. Specifically, we determined that: (1) we did not design controls that adequately constrained the variable consideration that is estimated and included in the transaction price for certain customer subscriptions to our Encompass software, such that, at the time we adopted Topic 606, it was probable that a significant revenue reversal would

Mortgage lending volume decreased substantially in 2017 relative to 2016 and is expected to continue to decrease in 2018. A continued decline in mortgage lending volumes could materially adversely affect our business and our operating results. A decline in mortgage lending volume could reduce the closed loan fees we receive as well as fees for transactions on our platform, including Ellie Mae Network transaction fees. In addition, a substantial decline in mortgage lending volumes by our customers could result in a reduction of Encompass users, consolidation of our customers with other lenders that do not use Encompass, or cessation of operations by our customers, in each case which would decrease the base fee portion of success based revenues, subscription revenues and professional services revenues we receive from our customers. Furthermore, the volumes of mortgages originated by our customers may decline more than the volume of mortgages originated by lenders who do not use Encompass. Factors that adversely impact mortgage lending volumes include increasing mortgage interest rates, reduced consumer and investor demand for mortgages, more stringent underwriting guidelines, decreased liquidity in the secondary mortgage market, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies (including the passage of The Tax Cuts and Job Act), the number of existing mortgages eligible for refinancing, the available inventory of housing, and other macroeconomic factors.15

~~Mortgage~~not ~~interest~~occur; ~~rates~~and ~~are~~(2) ~~influenced~~the byprocesses aand ~~number~~controls ofrelating ~~factors,~~to ~~including monetary policy. The Federal Reserve Bank raised~~ the ~~target~~costs ~~federal~~to ~~funds~~obtain ~~rate~~contracts bywere ~~0.25%~~not insufficient ~~each~~to ofidentify ~~March~~certain ~~2017,~~third-party ~~June~~costs ~~2017, and December 2017, the most recent increase from 1.25%~~ to ~~1.50%,~~obtain ~~and~~contracts ~~signaled~~ that ~~the~~should ~~federal~~have ~~funds~~been ~~rate~~recorded ~~could~~to beour ~~increased~~opening ~~further~~balances ~~over~~upon ~~the~~adoption ~~next~~of ~~several~~Topic ~~years~~606. The ~~increase~~material inweakness ~~the~~described ~~federal~~above ~~funds~~resulted ~~rate since December 2016 has contributed to an increase~~ in ~~mortgage interest rates in 2017 and may result in future mortgage interest rate increases. Increases in mortgage interest rates materially reduced~~ the ~~volume~~restatement of ~~new~~our ~~mortgages~~condensed ~~originated~~consolidated infinancial ~~2017~~statements ~~relative~~for ~~to 2016, in particular~~ the ~~volume~~quarters ofended ~~mortgage~~March ~~refinancings~~31, 2018 and ~~future~~June ~~increases~~30, ~~may further decrease the volume of new mortgages originated~~2018. ~~Furthermore,~~Management ~~changes~~has inimplemented ~~tax~~a ~~law~~number ~~may~~of ~~have~~remediation anactions ~~impact~~to onaddress the ~~number~~identified ofcontrol ~~mortgages~~weakness ~~originated. The Tax Cuts~~ and ~~Jobs~~continues ~~Act~~to ~~(“The~~review ~~Tax Act”), which was enacted in December 2017~~ and ~~which~~make ~~limits~~ the ~~deductibility~~necessary ofchanges ~~mortgage~~to ~~interest~~the ~~and~~overall ~~local~~design ~~property~~of ~~taxes~~our ~~for~~internal ~~federal~~control ~~income tax purposes~~environment, as well as ~~increases~~to ~~the~~our ~~standard~~policies ~~deduction~~and ~~(reducing the number of U.S. tax payers who itemize deductions)~~procedures, ~~may~~to ~~have~~improve athe ~~negative~~overall ~~effect~~effectiveness onof ~~the~~internal ~~number~~control ofover ~~mortgages~~financial ~~originated~~reporting. InOur ~~addition,~~failure ~~our~~to ~~revenues~~maintain ~~typically,~~an ~~but~~effective ~~not~~internal ~~always,~~control ~~track~~environment ~~the~~may, ~~seasonality~~among ofother ~~the residential mortgage industry~~things, ~~with~~result ~~increased activity~~ in ~~the~~further ~~second~~material ~~and~~misstatements ~~third quarters and reduced activity~~ in ~~the~~our ~~first~~financial ~~and~~statements ~~fourth quarters as home buyers tend to purchase their homes during the spring~~ and ~~summer~~failure ~~in order~~ to ~~move~~meet ~~to a new home before the start of the school year. As a result, a higher percentage of~~ our ~~revenues~~reporting ~~have historically been recognized during those quarters~~obligations.

If we fail to successfully adopt Topic 606, the new revenue recognition standard, we may be unable to produce accurate financial statements and may be unable to meet our reporting obligations, which could have a material adverse effect on our business and the market price of our common stock.

Our adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09” or “Topic 606”), is requiring that we make significant updates to our financial information technology systems, significant modifications to our accounting controls and procedures and is placing a significant burden on our accounting and information technology teams, both financially and through the expenditure of management time, with no assurance that we will successfully transition to Topic 606 from the existing revenue recognition standard and meeting our reporting requirements. Our failure to meet our reporting obligations could have a material adverse effect on our business and the market price of our common stock. Furthermore, due to the implementation of Topic 606 and the changes we’re making to our internal control environment to adopt Topic 606, there is an increased risk that we fail to maintain an effective internal control environment. Our failure to maintain an effective internal control environment may, among other things, result in material misstatements in our financial statements and failure to meet our reporting obligations.

We cannot accurately predict subscription renewal or upgrade rates and the impact these rates may have on our future revenues and operating results.

Our customers have no obligation to renew their subscriptions for our service after the expiration of their initial subscription term, which ranges from one to five years. They may also choose to renew their subscriptions at lower levels. In addition, in the first year of a subscription, customers often purchase a higher level of professional services than they do in renewal years. As a result, our ability to grow is dependent in part on existing customers renewing their subscriptions and purchasing new services after the initial subscription term. It may be more difficult to predict renewal rates as our customer base grows, as we continue to expand our suite of offerings, and as we continue to expand the number of multi-year subscription contracts. Our customers’ renewal rates may decline or fluctuate because of several factors, including merger and acquisition activity, their satisfaction or dissatisfaction with our services, the prices of our services, changes to the standard prices of our services, the prices of services offered by our competitors or reductions in our customers’ spending levels due to the macroeconomic environment or other factors. If our customers do not renew their subscriptions for our services, renew on less favorable terms, or do not purchase additional subscriptions or services, our revenues may grow more slowly than expected or decline and our profitability and gross margin may be harmed.

If our customers do not renew their subscriptions for our services, renew on less favorable terms, or do not purchase additional subscriptions or services, our revenues may grow more slowly than expected or decline and our profitability and gross margin percentage may be harmed.

Our future performance will be highly dependent on our ability to expand the third-party services available on, and increase the number of transactions effected through, the Ellie Mae Network.

To grow our base of Ellie Mae Network participants, we must continue to enhance the features and functionality of the Ellie Mae Network, including the APIs we make available to Ellie Mae Network providers. In addition, increasing the number of settlement service and other transactions effected through the Ellie Mae Network will depend, in part, on third-party service providers enhancing their technical capabilities, which is largely beyond our control.

We must also convince a variety of potential Ellie Mae Network participants, including mortgage lenders, originators, settlement service providers, and mega lenders, of the benefits of electronic origination and network participation as compared to traditional mortgage origination methods including paper, facsimile, courier, mail, and email.

We cannot guarantee that our Ellie Mae Network and other service offerings will achieve market acceptance. In the event these efforts are not successful, our business and growth prospects would be adversely affected.

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Our revenues and operating results have in the past varied and could in the future vary significantly from quarter-to-quarter and year-to-year because of a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be indicative of future operating results. In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:


•	the volume of mortgages originated by Encompass users, especially users on our Success-Based Pricing model;


•	changes in the overall mortgage market;


•	the number of Encompass users;


•	transaction volume on the Ellie Mae Network and the demand for our services;


•	fluctuations in mortgage lending volume and the number of closed loans relative to loan applications;


•	the relative mix of purchase and refinance volume handled by Encompass users;


•	the timing of the introduction and acceptance of new services and Ellie Mae Network service providers;


•	how quickly larger customers implement our services and use our services to originate and close loans;


•	continued investment in the Encompass Lending Platform and our Encompass Connect solutions;


•	changes in accounting rules applicable to our business;

• any write-downs in the value of our property and equipment, goodwill or intangible assets as a result of our investment ~~or acquisition activities;~~

or acquisition activities;


•	changes in government regulation affecting mortgage lenders and Ellie Mae Network participants or our business, and potential structural changes in the U.S. residential mortgage industry; and


•	costs associated with defending intellectual property infringement and other litigation claims.

Due to these and other factors, our future results may not reach our financial projections. In addition, our operating results in future periods may not meet the expectations of investors or public market analysts who follow our company, which could cause our stock price to decline rapidly and significantly. The results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance.

As we sell our services to larger customers, our sales cycle may become longer and more expensive, we may encounter pricing pressure and implementation challenges, and we may have to delay revenue recognition for some complex transactions or experience delays in these customers using our service to originate and close loans, all of which could harm our business and operating results.

Part of our business strategy is to target larger mortgage lenders that handle greater volumes of loans. As we target more of our sales and marketing efforts at larger customers, we could face greater costs, longer sales cycles, and less predictability in completing some of our sales. In this market, the customer’s decision to use our products and services may be an enterprise-wide decision and, if so, this type of sale could require us to provide greater levels of education regarding the use and benefits of our products and services. In addition, larger customers may demand more complex integration services, more comprehensive implementation services, and expanded or modified product functionality, which may result in implementations that take longer than we forecast or plan or result in delays in these customers using our service to originate and close loans. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions. Furthermore, if implementations take longer than planned or these customers delay their use of our service to originate and close loans, we may be required to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met and may not generate revenue from these customers as quickly as we had forecast.

than we forecast or plan or result in delays in these customers using our service to originate and close loans. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions. Furthermore, if implementations take longer than planned or these customers delay their use of our service to originate and close loans, we may be required to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met and may not generate revenue from these customers as quickly as we had forecast.

If we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.

We continue to experience significant growth in our customer base, which has placed a strain on our management and administrative, operational, and financial infrastructure. Additional investments in our implementation capabilities, technical support, technical operations, research and development, and general and administrative functions will be required to scale our operations and increase productivity, address the needs of our customers, further develop and enhance our products and services, and scale with the overall growth of our company.

In addition, professional services, such as implementation services, are a key aspect of on-boarding new customers. The implementation process is complicated and we may need to scale our capabilities in this area to meet future revenue targets. If a customer is not satisfied with the quality of work performed by us or with the type of services or solutions delivered, then we could incur additional costs to address the situation, the profitability of that work might be impaired, and the customer’s dissatisfaction with our products and services could damage our ability to obtain additional work from that customer. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

Our growth strategy will require significant expenditures and resources to improve our technology, systems, and operational infrastructure in order to support a growing number of customers. We will need to make such expenditures with no assurance that the volume of our business or revenues will actually increase.

Our strategy of growing our business and increasing the number of Encompass users has placed and may continue to place significant demands on our technology systems and operational infrastructure. As our operations grow in size, scope, and complexity, we will need to expand, improve, and upgrade our technology systems and operational infrastructure, including the data center infrastructure we utilize to offer an increasing number of customers enhanced solutions, features, and functionality, and to ensure that our services are reliable.

Our growth and the improvement of our technology systems and operational infrastructure will require significant lead time and substantial financial, operational and technical resources in advance of the anticipated increase in the volume of business, with no assurance that the volume of business or our revenues will actually increase.

We have experienced rapid growth. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls, or adequately address competitive challenges.

We have experienced, ~~and are continuing to experience,~~ a period of rapid growth in our customers, headcount, and operations. InWe ~~particular, we~~ grew from approximately 270 employees as of December 31, 2011 to approximately 1,~~480~~570 employees as of December 31, ~~2017~~2018, and have also significantly increased the number of customers and loans originated using Encompass. We anticipate ~~that~~continued wenear ~~will~~term ~~significantly~~expansion ~~expand~~in both our operations inand the ~~near~~number ~~term~~of ~~and will continue to expand our~~ loans originated on our platform. This growth has placed, and future growth will place, a significant strain on our management, general and administrative resources, and operational infrastructure.

Our success will depend in part on our ability to manage this growth effectively and to scale our operations. To manage the expected growth of our operations, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. As we continue to grow, we also need to ensure that our policies and procedures evolve to reflect our current operations and are appropriately communicated to and observed by employees, and that we appropriately manage our corporate information assets, including confidential and proprietary information. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

Completing and integrating future acquisitions could disrupt our business, harm our financial condition, and operating results or dilute or adversely affect the price of our common stock.

Our success will depend in part on our ability to expand our solutions and services and to grow our business in response to changing technologies, customer demands, and competitive pressures. In some circumstances, we may pursue growth through the acquisition of complementary businesses, solutions, or technologies rather than through internal development. For example, in October 2017, we purchased Velocify, a leading cloud-based sales engagement platform.

The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions successfully. Moreover, if such acquisitions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all. Acquisitions and investments involve numerous risks which may have a negative impact on our results of operations, including:


•	write-offs of acquired assets or investments;


•	potential financial and credit risks associated with acquired customers;


•	unknown liabilities associated with the acquired businesses;


•	unanticipated expenses related to acquired technology and its integration into existing technology;

• limitations to our ability to recognize revenue from acquired ~~deferred~~contract ~~revenue~~liabilities;


•	the potential loss of key employees;


•	depreciation and amortization of amounts related to acquired intangible assets, fixed assets, and deferred compensation; and


•	adverse tax consequences of any such acquisitions.

Even if we successfully complete an acquisition, we may not be able to assimilate and integrate effectively the acquired business, technologies, solutions, assets, personnel, or operations, particularly if key personnel of an acquired company decide not to work for us. We may encounter difficulty in incorporating acquired technologies into our service and maintaining the quality standards that are consistent with our brand and reputation. In addition, we may issue debt or equity securities to complete an acquisition, which could dilute our stockholders’ ownership and adversely affect the price of our common stock.

The residential mortgage industry is heavily regulated and changes in current legislation or new legislation could adversely affect our business.

The U.S. mortgage industry is heavily regulated. Federal and state governments and agencies could enact legislation or other policies that could negatively impact the business of our Encompass users and other Ellie Mae Network participants. Any changes to existing laws or regulations or adoption of new laws or regulations that increase restrictions on the residential mortgage industry may decrease residential mortgage volume or otherwise limit the ability of our Encompass users and Ellie Mae Network participants to operate their businesses, resulting in decreased usage of our solutions. In addition, reduced regulatory requirements may reduce the demand for certain of our products and services, including the Encompass Compliance service.

Potential structural changes in the U.S. residential mortgage industry, in particular plans to diminish the role of Fannie Mae and Freddie Mac, could disrupt the residential mortgage market and have a material adverse effect on our business.18

Potential structural changes in the U.S. residential mortgage industry, in particular, plans to diminish the role of Fannie Mae and Freddie Mac, could disrupt the residential mortgage market and have a material adverse effect on our business.

Fannie Mae and Freddie Mac play a very important role in providing liquidity, stability, and affordability in the current U.S. residential mortgage market. In particular, they participate in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities. There have been numerous executive branch proposals as well as proposed federal legislation which may wind down or recapitalize Fannie Mae and Freddie Mac and/or eliminate or reduce the government’s role in the housing market. Any significant structural change to the role of Fannie Mae and Freddie Mac or to the U.S. residential mortgage industry may cause significant disruption to the residential mortgage market. If we are unable to react effectively and quickly to changes in the residential mortgage industry or if such changes reduce the volume of mortgage lending, our business could be harmed.

We may be limited in the way in which we market our business or generate revenue by U.S. federal law prohibiting referral fees in real estate transactions, and if we are found to be in violation of such laws we would be subject to significant liability.

~~The Real Estate Settlement Procedures Act (“~~RESPA”) generally prohibits the payment or receipt of fees or any other thing of value for the referral of business related to a residential real estate settlement service and prohibits fee shares or splits or unearned fees in connection with the provision of such services. Encompass software and services and the Ellie Mae Network were designed with payment methods that are intended to comply with the restrictions under RESPA. Nonetheless, RESPA may restrict our ability to enter into marketing and distribution arrangements with third parties for existing or newly developed products and services, particularly to the extent that such arrangements may be characterized as involving payments for the referral of residential real estate settlement service business. Additionally, any amendments to RESPA, court opinions interpreting the provisions of RESPA, or changes in the manner that RESPA is interpreted by the regulatory agencies responsible for enforcing RESPA that result in restrictions on our current payment methods, or any determination that our payment methods have been and currently are subject to the restrictions under RESPA, could have a material adverse effect on our business. If we were found to be in violation of RESPA rules, we would be exposed to significant potential liability that could have a material adverse effect on our reputation and business.

estate settlement service business. Additionally, any amendments to RESPA, court opinions interpreting the provisions of RESPA, or changes in the manner that RESPA is interpreted by the regulatory agencies responsible for enforcing RESPA that result in restrictions on our current payment methods, or any determination that our payment methods have been and currently are subject to the restrictions under RESPA, could have a material adverse effect on our business. If we were found to be in violation of RESPA rules, we would be exposed to significant potential liability that could have a material adverse effect on our reputation and business.

We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current or hire additional personnel, our ability to develop and successfully market our business could be harmed.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, finance, creative, and sales and marketing personnel. Moreover, we believe that our future success is highly dependent on the contributions of our named executive officers. All of our officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. In addition, the loss of any key employee or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to sell, our solutions and harm the market’s perception of us. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located. Qualified individuals are in high demand, and we may incur significant costs to attract them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing sales, operational, and managerial requirements, or we may be required to pay increased compensation in order to do so. If we are unable to attract and retain the qualified personnel we need to succeed, our business will suffer.

Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Most of our named executive officers are vested in a substantial number of stock options and performance ~~awards~~shares. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the vested options, or if the exercise prices of the options that they hold are significantly above the market price of our common stock. If we are unable to retain our named executive officers or other key employees, our business will be harmed.

We operate in a highly competitive market, which could make it difficult for us to attract and retain Encompass users and Ellie Mae Network participants.

The mortgage origination software market is highly competitive. There are many software providers that compete with us by offering loan origination software to mortgage originators. These competitors include: ~~Calyx~~proprietary ~~Technology~~systems that lenders have put in place, ~~Inc.;~~largely DHbuilding ~~Corporation~~on ~~now~~top ~~Finastra;~~of ~~LendingQB;~~a ~~Mortgage~~legacy ~~Builder~~third-party ~~Software~~technology; Black Knight, Inc. (LoanSphere Empower and LoanSphere LendingSpace); Mortgage Cadence, an Accenture Company; Wipro Gallagher Solutions, Inc.; ~~and~~Blue ~~Black~~Sage ~~Knight~~Solutions; ~~Financial~~Byte ~~Technology~~Software ~~Solutions~~Inc; Calyx Technology, ~~LLC~~Inc.; ~~(LoanSphere~~DH ~~Empower~~Corporation now Finastra; LendingQB; and ~~LoanSphere~~Mortgage ~~LendingSpace)~~Builder Software, Inc. Some of these software providers, including ~~Calyx Technology, Inc. and~~ Black Knight ~~Financial Technology Solutions~~, ~~LLC,~~ also provide connectivity between their software users and lenders and service providers ~~to make such services available to mortgage lenders~~. We also compete with compliance, document preparation service, and product eligibility and pricing service providers that are more established than us. Finally, we compete with companies that offer “point of sale” or web-based online loan applications services as well. There is vigorous competition among providers of these services, and we may not succeed in convincing potential customers using other services to switch to ours. In addition, some of our competitors are consolidating, which facilitates greater cross-selling of services and could weaken our ability to differentiate our offering in the market. Some of our competitors also offer services on a per closed loan basis, which could adversely impact the effectiveness of our Success-Based Pricing strategy for increasing the number of Encompass customers. If we are unsuccessful in competing effectively by providing attractive functionality, customer service, or value, we could lose existing Encompass users to our competitors and our ability to attract new Encompass users could be harmed.

offer services on a per closed loan basis, which could adversely impact the effectiveness of our Success-Based Pricing strategy for increasing the number of Encompass customers. If we are unsuccessful in competing effectively by providing attractive functionality, customer service, or value, we could lose existing Encompass users to our competitors and our ability to attract new Encompass users could be harmed.

There are many service providers that offer our Encompass users competing services, including borrower-facing websites, customer relationship management solutions, document preparation services, compliance services, product eligibility and pricing services, and electronic document management services. We may be unsuccessful in continuing to differentiate our Encompass service offerings to the extent necessary to effectively compete in some or all of these markets.

The Ellie Mae Network is only available to mortgage originators using Encompass. The principal alternative to the use of the Ellie Mae Network by Encompass users remains traditional methods of exchanging data and documents among mortgage industry participants by email, facsimile, phone, courier, and mail. In addition, mortgage originators may use standalone web browsers to go individually to each investor, lender, or service provider’s website, and then manually upload loan data or enter information into the website. Mortgage originators may continue to use these methods due to habit, personal business relationships, or otherwise. The success of the Ellie Mae Network depends on our ability to achieve and offer access to both the critical mass of investors, lenders, and service providers necessary to attract and retain mortgage originators using Encompass on the Ellie Mae Network and the critical mass of active mortgage originators necessary to attract and retain investors, lenders, and service providers on our network.

Some of our actual and potential competitors have longer operating histories and significantly greater financial, technical, marketing, and other resources than we do and, as a result, these companies may be able to respond more quickly to changes in regulations, new technologies or customer demands, or devote greater resources to the development, promotion, and sale of their software and services than we can. In addition, we may face increased competition as a result of continuing industry consolidation. We expect the mortgage origination market to continue to attract new competitors and there can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face will not materially adversely affect our business.

Failure to adapt to technological changes may render our technology obsolete or decrease the attractiveness of our solutions to our customers.

If new industry standards and practices emerge, or if competitors introduce new solutions embodying new services or technologies, Encompass and the Ellie Mae Network technology may become obsolete. Our future success will depend on our ability to:


•	enhance our existing solutions;


•	develop and potentially license new solutions and technologies that address the needs of our prospective customers; and


•	respond to changes in industry standards and practices on a cost-effective and timely basis.

We must continue to enhance the features and functionality of Encompass, our other services, and the Ellie Mae Network. The effective performance, reliability, and availability of Encompass, our other services, and the Ellie Mae Network infrastructure are critical to our reputation and our ability to attract and retain Encompass users, users of our other services, and Ellie Mae Network participants. If we do not continue to make investments in product development and, as a result, or due to other reasons, fail to attract new and retain existing mortgage originators, lenders, investors, and service providers, we may lose existing Ellie Mae Network participants, which could significantly decrease the value of the Ellie Mae Network to all participants and materially adversely affect our business.

We are subject to the risks of current and future legal proceedings, which could have a material adverse effect on our business, financial condition, results of operations, and future prospects.

At any given time, we are a defendant in various legal proceedings and litigation matters arising in the ordinary course of business including commercial and employment disputes. We can give no assurance that the outcome of any such matter would not have a material adverse effect on our ~~consolidated~~ financial condition, results of operations, or cash flows. We are unable to predict the ultimate outcome of these disputes or the actual impact of these matters on our profitability at this time, and any views we form as to the viability of these claims or the financial exposure in which they could result, could change from time to time as the matters proceed through their course, as facts are established, and as various judicial determinations are made.

If we agree to settle these matters or judgments are secured against us, we may incur charges which may have a material and adverse impact on our business, financial conditions, results of operations, and future prospects.

Failure to adequately protect our intellectual property could harm our business.

The protection of our intellectual property rights, including our proprietary Encompass software and Ellie Mae Network technology, is crucial to the success of our business. We rely on a combination of patents, copyrights, trademarks, and trade secret laws, and contractual restrictions to protect our intellectual property. Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantage to us. Furthermore, we cannot guarantee any patents will be issued to us as a result of our patent applications. We also rely in part on confidentiality and invention assignment agreements with our employees, independent contractors, and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our Ellie Mae Network and Encompass features and functionality or obtain and use information that we consider proprietary. Enforcing our proprietary rights is difficult and may not always be effective.

We have registered “Ellie Mae,” “Encompass,” “Velocify” and “AllRegs” and certain of our other trademarks as trademarks in the United States. Competitors may adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms Ellie Mae, Encompass, or our other trademarks.20

laws, and contractual restrictions to protect our intellectual property. Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantage to us. Furthermore, we cannot guarantee any patents will be issued to us as a result of our patent applications. We also rely in part on confidentiality and invention assignment agreements with our employees, independent contractors, and consultants. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our Ellie Mae Network and Encompass features and functionality or obtain and use information that we consider proprietary. Enforcing our proprietary rights is difficult and may not always be effective.

We have registered “Ellie Mae,” “Encompass,” “Velocify,” and “AllRegs” and certain of our other trademarks as trademarks in the United States. Competitors may adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms Ellie Mae, Encompass, or our other trademarks.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, protect our patent and copyright rights, trade secrets and domain names, and determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and could harm our business.

Assertions that we infringe third-party intellectual property rights could result in significant costs and substantially harm our business.

Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. In addition, we generally agree to indemnify our customers against legal claims that our software products infringe intellectual property rights of third parties and, in the event of an infringement, to modify or replace the infringing product or, if those options are not reasonably possible, to refund the cost of the software, as pro-rated over a period of years. We cannot predict whether assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement claims, whether they are with or without merit or are determined in our favor, we may face costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a dispute may require us to: pay damages, potentially including treble damages and attorneys’ fees if the infringement were found to be willful; cease providing solutions that allegedly incorporate the intellectual property of others; expend additional development resources to redesign or re-engineer our solutions and products, if feasible; and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. We cannot be certain of the outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to us on acceptable terms or at all. Our failure to obtain the necessary licenses or other rights could prevent the sale or distribution of some of our products and services and, therefore, could have a material adverse effect on our business.

Our internal information technology systems are critical to our business. System integration and implementation issues could disrupt our operations, which could have a material adverse impact on our business or results in significant deficiencies or material weaknesses in our internal controls.

We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for customer billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in size and complexity, the growth has placed, and will continue to place, significant demands on our internal information technology systems. To effectively manage this growth, we must commit significant financial resources and personnel to maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our business and information processing technology as well as evolving industry, regulatory, and accounting standards. If the information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or enhance our internal information technology systems, we could have operational disruptions, customer disputes, significant deficiencies, or material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce timely and accurate financial reports, or suffer other adverse consequences.

For example, as discussed in more detail below, our implementation of Topic 606, a new revenue recognition standard which ~~becomes~~became effective inon ~~fiscal~~January 1, 2018 and as more fully described in Note 2 “Basis of Presentation and Significant Accounting Policies” ~~in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K~~, ~~requires~~required significant updates to our financial technology systems. The timely and precise implementation of necessary systems updates for Topic 606 ~~are~~is critical to our ability to properly record and recognize revenue, and ~~the~~any ~~failure~~errors toresulting dofrom sothis ~~may,~~implementation ~~among~~could ~~other things,~~ result in significant deficiencies or material weaknesses in our internal controls.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the market price of our common stock.

As a publicly-traded company, we are subject to compliance with, among other regulations, Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), which requires that we properly implement and maintain our internal control over financial reporting and disclosure controls and procedures. Ensuring that we have adequate functioning internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our compliance with SOX requires that we incur substantial expense and expend significant management time on compliance-related issues. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in our stock price. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the New York Stock Exchange, regulatory investigations, civil or criminal sanctions, and class action litigation.

AsDuring athe third~~-party~~ ~~technology~~quarter ~~service~~of ~~provider~~2018, ofwe ~~mission-critical~~identified ~~products~~a ~~and~~material ~~services~~weakness in our controls related to ~~many~~the ~~financial~~adoption ~~institutions~~of ~~that~~Topic ~~are~~606. ~~regulated~~Specifically, bywe ~~one~~determined orthat ~~more~~we ~~member~~did ~~agencies~~not ofdesign controls that adequately constrained the ~~Federal~~variable ~~Financial~~consideration ~~Institutions~~that ~~Examination~~is ~~Council~~estimated (and included in the ~~“FFIEC”),~~transaction weprice ~~are~~for ~~subject~~certain customer subscriptions to anour ~~Information~~Encompass ~~Technology~~software, ~~(“IT”)~~such ~~Examination~~that, byat the ~~member~~time ~~agencies~~we ofadopted ~~the~~Topic ~~FFIEC.~~606, Asit was probable that a ~~result,~~significant revenue reversal would not occur; and that the ~~FFIEC~~processes ~~conducts~~and ~~recurring~~controls ITrelating ~~Examinations~~to inthe ~~order~~costs to obtain contracts were not sufficient to identify ~~existing~~certain orthird-party ~~potential~~costs ~~risks~~to ~~associated~~obtain ~~with~~contracts which should have been recorded to our ~~operations~~opening orbalances upon adoption of Topic 606. The material weakness described above resulted in the restatement of our ~~products~~condensed consolidated financial statements for the quarters ended March 31, 2018 and ~~services~~June 30, 2018. While we expect that ~~could~~we ~~adversely~~will ~~affect~~be ~~the~~able ~~financial~~to ~~institutions~~remediate this material weakness, we may fail to ~~whom~~do so or we ~~provide~~could ~~products~~experience ~~and~~unforeseen ~~services,~~difficulties ~~evaluate~~causing ~~our~~new ~~risk~~significant ~~management~~deficiencies ~~systems~~or material weaknesses. In addition, ~~and~~we ~~controls~~may ~~and~~need ~~determine~~to ~~our~~operate ~~compliance~~for ~~with~~an ~~applicable~~extended ~~laws~~period ~~that~~of ~~affect~~time with the ~~products~~ ~~and services~~new weor ~~provide~~revised controls in place before this material weakness will be determined to ~~financial~~be remediated.

24As a third-party technology service provider of mission-critical products and services to many financial institutions that are regulated by one or more member agencies of the Federal Financial Institutions Examination Council (the “FFIEC”), we are subject to an Information Technology (“IT”) Examination by the member agencies of the FFIEC. As a result, the FFIEC conducts recurring IT Examinations in order to identify existing or potential risks associated with our operations or our products and services that could adversely affect the financial institutions to whom we provide products and services, evaluate our risk management systems, and controls and determine our compliance with applicable laws that affect the products and services we provide to financial institutions. In addition to examining areas such as our management of technology, product functionality, data integrity, information confidentiality, and service availability, the reviews also assess our financial stability. A sufficiently unfavorable review from the FFIEC in the future could have a material adverse effect on our business and financial condition.

institutions. In addition to examining areas such as our management of technology, product functionality, data integrity, information confidentiality, and service availability, the reviews also assess our financial stability. A sufficiently unfavorable review from the FFIEC in the future could have a material adverse effect on our business and financial condition.

If one or more U.S. states or local jurisdictions successfully assert that we should have collected or in the future should collect additional sales or use taxes on our fees, we could be subject to additional liability with respect to past or future sales, and the results of our operations could be adversely affected.

We do not collect state and local sales and use taxes on all sales in all jurisdictions in which our customers are located, based on our ~~belief~~determination that such taxes are not applicable. Sales and use tax laws and rates vary by jurisdiction and such laws are subject to interpretation. Jurisdictions in which we do not collect sales and use taxes may assert that such taxes are applicable, which could result in the assessment of such taxes, interest, and penalties, and we could be required to collect such taxes in the future. This additional sales and use tax liability could adversely affect the results of our operations.

Adverse tax laws or regulations could be enacted or existing laws could be applied to us, which could increase the costs of our services and adversely impact our business.

The application of federal, state, and local tax laws to services provided electronically is evolving. New income, sales, use or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the Internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows.

In addition, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us (possibly with retroactive effect), which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties and interest for past amounts. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs, thereby adversely impacting our operating results and cash flows.

~~On December~~ 22, 2017, the President of the United States signed into law The Tax Cuts that significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law on our business and financial condition is uncertain.

Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events and to interruption by man-made problems such as terrorism.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, and similar events. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and one of the facilities we lease to house our computer and telecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism, which may be targeted at metropolitan areas with higher population density than rural areas, could cause disruptions in our or our customers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the San Francisco Bay Area, and our business interruption insurance may be insufficient to compensate us for losses that may occur.

Our stock price is volatile and purchasers of our common stock could incur substantial losses.

The trading price of our common stock may be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in our filings with the SEC, these factors include:


•	our operating performance and the operating performance of similar companies;


•	the overall performance of the equity markets;


•	the number of shares our common stock publicly owned and available for trading;


•	threatened or actual litigation;


•	changes in laws or regulations relating to our solutions;


•	any major change in our board of directors or management;


•	publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;


•	large volumes of sales of our shares of common stock by existing stockholders; and


•	general political and economic conditions.

In addition, the stock market in general has experienced extreme price and volume fluctuations. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources, and harm our business.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the ~~Financial Accounting Standards Board (“~~FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and affect the reporting of transactions completed before the announcement of a change. For example, the adoption of Topic 606, a new revenue recognition standard, which became effective for us on January 1, 2018, ~~could~~has ~~have~~ an impact on the timing of revenue recognition of our Encompass subscription and professional services revenues. ~~There~~It ~~could~~ also behas a material impact to the scope of costs deferred to obtain customer contracts and the timing of recognition of these costs. Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” in the ~~notes~~Notes to ~~our~~Financial ~~consolidated~~Statements ~~financial statements included elsewhere in this Annual Report on Form 10-K~~ for additional information on the recent accounting pronouncements and the potential impact on us.

WeOur ~~may execute~~ stock repurchase programs ~~when authorized by the board of directors that~~ may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

In August 2017, our Audit Committee, under authority delegated to it by our ~~Board~~board of ~~Directors~~directors, approved a ~~new~~ stock repurchase program granting us authority to repurchase up to $250.0 million of our outstanding common stock through August 2020. Stock repurchases under this program or any future program may be limited, suspended, or terminated at any time without prior notice. There can be no assurance that we will repurchase additional shares of our common stock under our stock repurchase program or that any future repurchases will have a positive impact on the trading price of our common stock or earnings per share. Important factors that could cause us to limit, suspend or terminate our stock repurchase program include, among others, unfavorable market conditions, the trading price of our common stock, the nature of other investment or strategic opportunities presented to us from time to time, the rate of dilution of our equity compensation programs, the status of our corporate trading windows, the availability of adequate funds, and our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under the stock repurchase program. If we limit, suspend or terminate our stock repurchase program, our stock price may ~~be negatively affected.~~

be negatively affected.

If securities or industry analysts discontinue publishing research or publish inaccurate or unfavorable research about our business, our stock price could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which may cause our stock price to decline.

Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our board of directors. These provisions include:

• a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;


•	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;


•	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;


•	the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;


•	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and


•	advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our amended and restated bylaws also provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers or other employees to us or our stockholders, (3) any action asserting a claim against us or any of our directors or officers or other employee arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (4) any action asserting a claim against us or any of our directors, officers, stockholders or employees governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. If a court were to find this choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The following table sets forth the location and approximate square footage of each of our principal properties. All properties are leased under operating leases that expire at various times through 2025.

Location	Primary Use	Approximate Square Footage
Pleasanton, CA	Headquarters	280,~~680~~700
Calabasas, CA	Branch office	3,400
El Segundo, CA	Branch office	35,500
Irvine, CA	Branch office	4,600
San Diego, CA	Branch office	4,~~880~~900
Eagan, MN	Branch office	4,800
Creve Coeur, MO	Branch office	13,400
Omaha, NE	Branch office	20,100
Parsippany, NJ	Branch office	2,200

InWe ~~addition, we~~ believe that our headquarters and branch offices are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate foreseeable expansion of our operations.

ITEM 3. LEGAL PROCEEDINGS

OnFrom ~~December~~time 1,to ~~2017~~time, awe ~~pension~~are ~~fund~~involved ~~and~~in ~~stockholder~~litigations ~~purporting~~that towe ~~act~~believe onare ~~our~~of ~~behalf~~the ~~filed~~type acommon ~~derivative~~to ~~lawsuit~~companies engaged in ~~the~~our ~~Superior~~line ~~Court~~ of ~~California~~business, ~~for~~including ~~the~~commercial ~~County~~and ofemployment ~~Alameda,~~disputes. ~~captioned~~As ~~United Association~~ of ~~Plumbers~~the ~~and~~date ~~Pipefitters,~~of ~~Journeymen,~~this ~~Local~~Annual ~~#38~~Report ~~Defined~~on ~~Benefit~~Form ~~Pension~~10-K, ~~Plan~~we v.are ~~Jonathan~~not H.involved ~~Corr,~~in etany ~~al.~~pending ~~(Case~~legal ~~No.~~proceedings ~~RG17884445).~~whose ~~The~~outcome ~~lawsuit~~we ~~purports~~expect to ~~assert~~have ~~claims~~a ~~against~~material ~~certain~~adverse ofeffect on our ~~officers~~financial ~~and directors for insider trading under California law~~position, ~~breach~~results of ~~fiduciary duty~~operations, ~~corporate~~or ~~waste,~~cash ~~and~~flows. ~~unjust~~However, ~~enrichment~~litigation ~~based~~is onunpredictable ~~allegations~~and ~~that:~~excessive ~~(1)~~verdicts, weboth ~~overstated our financial prospects~~ in ~~public~~the ~~filings~~form ~~between~~of ~~February~~monetary ~~10,~~damages ~~2017~~ and ~~July 27~~injunctions, ~~2017;~~could ~~and~~occur. ~~(2)~~In ~~certain~~the offuture, ~~our~~litigation ~~officers~~could ~~and~~result ~~directors~~in ~~sold~~substantial ~~shares~~costs ~~during~~and ~~this~~diversion ~~same~~of ~~period. Plaintiff seeks unspecified monetary damages~~resources, ~~attorneys’ fees~~ and ~~costs,~~we ascould ~~well~~incur asjudgments ~~certain~~or ~~changes~~enter tointo ~~our~~settlements ~~corporate~~of ~~governance~~claims ~~and~~that ~~internal~~could ~~procedures. Our~~have ~~demurrer~~a tomaterial ~~plaintiff’s~~adverse ~~complaint~~effect ~~was filed~~ on ~~February~~our ~~15, 2018~~business.

In addition, from time to time, we are involved in various other litigations that we believe are of the type common to companies engaged in our line of business, including commercial and employment disputes. As of the date of this Annual Report on Form 10-K, we are not involved in any other pending legal proceedings whose outcome we expect to have a material adverse effect on our financial position, results of operations or cash flows. However, litigation is unpredictable and excessive verdicts, both in the form of monetary damages and injunctions, could occur. In the future, litigation could result in substantial costs and diversion of resources, and we could incur judgments or enter into settlements of claims that could have a material adverse effect on our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Market~~Our ~~Information~~common ~~for~~stock ~~Common~~is traded on the New York Stock Exchange, or NYSE, under the symbol “ELLI”.

Our common stock has been traded on the New York Stock Exchange, or NYSE, under the symbol “ELLI” since April 15, 2011. The following table sets forth the high and low sales prices of our common stock as reported on the NYSE for the periods indicated.

	Low		High
Year ended December 31, 2017
First Quarter	$	80.66	$	101.38
Second Quarter	$	98.68	$	114.38
Third Quarter	$	79.71	$	114.95
Fourth Quarter	$	82.03	$	95.41
Year ended December 31, 2016
First Quarter	$	57.88	$	91.16
Second Quarter	$	74.11	$	94.20
Third Quarter	$	90.25	$	105.98
Fourth Quarter	$	77.60	$	109.99

Holders of Our Common Shares

As of February 22 13, ~~2018~~2019, there were approximately 4240 holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Performance Graph

The following graph compares the total cumulative shareholder return on our common stock with the total cumulative return of the NYSE Composite Index, and the S&P 500 North American Technology-Software Index for each of the last five fiscal years ended December 31, 2017.

	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2016	12/31/2017
Ellie Mae, Inc.	100.00	96.83	145.30	217.05	301.55	322.16
NYSE Composite	100.00	126.28	134.81	129.29	144.73	171.83
S&P 500 North American Technology-Software	100.00	131.10	149.30	167.95	178.37	254.73

* Assumes that $100.00 was invested in our common stock and in each index at market closing prices on December 31, 2012, and that all dividends were reinvested. No cash dividends have been declared on our common stock since our initial public offering. Stockholder returns over the indicated period should not be considered indicative of future share prices or stockholder returns.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or incorporated by reference into any filing of Ellie Mae, Inc. under the Securities Act of 1933, as amended except as shall be expressly set forth by specific reference in such filing.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~The~~In ~~table~~August ~~below~~2017, ~~sets~~our ~~forth~~audit ~~the~~committee, ~~information~~under ~~with~~the ~~respect~~authority delegated to ~~purchases~~it ~~made~~ by orour onboard ~~behalf~~ of ~~the~~directors, ~~Company~~approved ora ~~any~~new ~~“affiliated~~stock ~~purchaser”~~repurchase ~~(as~~program ~~the~~under ~~term~~which iswe ~~defined~~are authorized to repurchase up to $250.0 million of our common stock. The stock repurchase program expires in ~~Rule~~August ~~10b-18(a)(3)~~2020. Shares under the ~~Securities~~program ~~Exchange~~are ~~Act~~retired ofupon ~~1934,~~the asrepurchase. ~~amended)~~No shares were purchased in the fourth quarter of ~~our~~2018. ~~common~~Approximately ~~stock~~$200.0 ~~during~~million remains available for future purchases under the ~~three~~authorization ~~months~~as ~~ended~~of December 31, ~~2017:~~2018.

~~ISSUER PURCHASES OF EQUITY SECURITIES~~25

				Total Number	Approximate
				of Shares	Dollar Value or
	Total			Purchased as	Shares that May
	Number of	Average		Part of Publicly	Yet be Purchased
	Shares	Price Paid		Announced Plans	Under the Plans
Period	Purchased	per Share		or Programs	or Programs (1)
October 1, 2017 to October 31, 2017	16,500	$	89.19	16,500	$	248,528,322
November 1, 2017 to November 30, 2017	369,321	$	87.78	369,321	$	216,108,927
December 1, 2017 to December 31, 2017	15,367	$	88.01	15,367	$	214,756,434
Total	401,188			401,188

Stock Performance Graph

~~________________~~The following graph compares the total cumulative shareholder return on our common stock with the total cumulative return of the NYSE Composite Index and the S&P 500 North American Technology-Software Index for each of the last five fiscal years ended December 31, 2018.

(1) In August 2017, our audit committee, under the authority delegated to it by our board of directors, approved a new stock repurchase program under which we are authorized to repurchase up to $250.0 million of our common stock. The stock repurchase program expires in August 2020. Shares under the program are retired upon the repurchase. Amounts remaining to be purchased are exclusive of commissions.



	12/31/2013		12/31/2014		12/31/2015		12/31/2016		12/31/2017		12/31/2018
Ellie Mae, Inc.	$	100.00	$	150.06	$	224.15	$	311.43	$	332.71	$	233.83
NYSE Composite	100.00		106.75		102.38		114.61		136.07		123.89
S&P 500 North American Technology-Software	100.00		113.76		123.44		138.31		188.43		191.96

30* Assumes that $100.00 was invested in our common stock and in each index at market closing prices on December 31, 2013, and that all dividends were reinvested. No cash dividends have been declared on our common stock since our initial public offering. Stockholder returns over the indicated period should not be considered indicative of future share prices or stockholder returns.

~~ITEM~~This 6performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or incorporated by reference into any filing of Ellie Mae, Inc. ~~SELECTED~~under ~~CONSOLIDATED~~the ~~FINANCIAL~~Securities ~~DATA~~Act of 1933, as amended except as shall be expressly set forth by specific reference in such filing.

The consolidated statements of operations data for the years ended December 31, 2017, 2016 and 2015 and the consolidated balance sheets data as of December 31, 2017 and 2016 are derived from our audited consolidated financial statements included elsewhere in this report. The consolidated statements of operations data for the years ended December 31, 2014 and 2013 and the consolidated balance sheets data as of December 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements not included elsewhere in this report. Our historical results are not necessarily indicative of future performance. You should read the following selected consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this report. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this report.26

	Year ended December 31,
	2017			2016		2015		2014		2013
	(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenues	$	417,042		$	360,285	$	253,937	$	161,537	$	128,481
Cost of revenues(1)	160,910			120,145		84,208		46,283		32,630
Gross profit	256,132			240,140		169,729		115,254		95,851
Operating expenses:
Sales and marketing(1)	65,042			54,704		38,208		26,544		21,331
Research and development(1)	69,266			58,501		40,451		28,228		24,695
General and administrative(1)	79,686			71,318		57,212		39,361		30,853
Total operating expenses	213,994			184,523		135,871		94,133		76,879
Income from operations	42,138			55,617		33,858		21,121		18,972
Other income, net	3,256			989		619		488		460
Income before income taxes	45,394			56,606		34,477		21,609		19,432
Income tax provision (benefit)	(7,456		)	18,830		12,219		6,786		6,114
Net income	$	52,850		$	37,776	$	22,258	$	14,823	$	13,318
Net income per share of common stock:
Basic	$	1.55		$	1.21	$	0.76	$	0.53	$	0.50
Diluted	$	1.48		$	1.15	$	0.72	$	0.50	$	0.47
Weighted average shares outstanding:
Basic	34,056,962			31,179,857		29,179,352		27,858,828		26,581,962
Diluted	35,805,524			32,799,785		30,842,584		29,593,873		28,502,403

ITEM 6. SELECTED FINANCIAL DATA

	December 31,
	2017		2016		2015		2014		2013
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	137,698	$	380,907	$	34,396	$	26,756	$	33,462
Short-term investments	$	103,345	$	41,841	$	48,975	$	49,352	$	46,325
Long-term investments	$	107,363	$	45,931	$	55,473	$	58,679	$	56,285
Property and equipment, net	$	186,991	$	126,297	$	81,360	$	28,694	$	12,869
Working capital	$	225,250	$	398,438	$	58,731	$	78,733	$	78,161
Total assets	$	831,607	$	751,517	$	364,891	$	290,120	$	229,603
Total stockholders’ equity	$	735,339	$	654,908	$	290,851	$	252,884	$	207,927

The statements of comprehensive income data for the years ended December 31, 2018, 2017, and 2016 and the balance sheet data as of December 31, 2018 and 2017 are derived from our audited financial statements included elsewhere in this report. The statements of comprehensive income data for the years ended December 31, 2015 and 2014 and the balance sheet data as of December 31, 2016, 2015 and 2014 are derived from our audited financial statements not included elsewhere in this report. Our historical results are not necessarily indicative of future performance. You should read the following selected financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, related notes, and other financial information included elsewhere in this report. The selected financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the financial statements and related notes included elsewhere in this report.



	Year ended December 31,
	2018			2017			2016		2015		2014
	(in thousands, except per share data)
Statements of Comprehensive Income Data:
Revenues	$	480,266		$	417,042		$	360,285	$	253,937	$	161,537
Cost of revenues ⁽¹⁾	199,925			160,910			120,145		84,208		46,283
Gross profit	280,341			256,132			240,140		169,729		115,254
Operating expenses:
Sales and marketing ⁽¹⁾	84,234			65,042			54,704		38,208		26,544
Research and development ⁽¹⁾	88,150			69,266			58,501		40,451		28,228
General and administrative ⁽¹⁾	97,077			79,686			71,318		57,212		39,361
Total operating expenses	269,461			213,994			184,523		135,871		94,133
Income from operations	10,880			42,138			55,617		33,858		21,121
Other income, net	3,920			3,256			989		619		488
Income before income taxes	14,800			45,394			56,606		34,477		21,609
Income tax provision (benefit)	(7,775		)	(7,456		)	18,830		12,219		6,786
Net income	$	22,575		$	52,850		$	37,776	$	22,258	$	14,823
Net income per share of common stock:
Basic	$	0.66		$	1.55		$	1.21	$	0.76	$	0.53
Diluted	$	0.63		$	1.48		$	1.15	$	0.72	$	0.50
Weighted average shares outstanding:
Basic	34,441			34,057			31,180		29,179		27,859
Diluted	35,787			35,806			32,800		30,843		29,594

(1)

Stock-based compensation included in the above line items:

Year ended December 31,

2017

2016

2015

2014

2013

2018

2017

2016

2015

2014

(in thousands)

Cost of revenues

68,~~786~~758

46,~~835~~786

34,~~218~~835

13,~~579~~218

~~745~~1,579

Sales and marketing

57,~~223~~396

45,~~429~~223

24,~~752~~429

12,~~562~~752

1,~~041~~562

Research and development

8,~~281~~879

78,~~296~~281

57,~~431~~296

35,~~672~~431

3,~~469~~672

General and administrative

14,~~177~~942

14,~~911~~177

1214,~~840~~911

712,~~735~~840

97,~~004~~735

Total

3439,~~467~~975

3134,~~471~~467

2431,~~241~~471

1424,~~548~~241

14,~~259~~548

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~27



	December 31,
	2018		2017		2016		2015		2014
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	181,697	$	137,698	$	380,907	$	34,396	$	26,756
Short-term investments	$	120,898	$	103,345	$	41,841	$	48,975	$	49,352
Long-term investments	$	61,959	$	107,363	$	45,931	$	55,473	$	58,679
Property and equipment, net	$	233,590	$	186,991	$	126,297	$	81,360	$	28,694
Working capital	$	297,233	$	225,250	$	398,438	$	58,731	$	78,733
Total assets	$	911,610	$	831,607	$	751,517	$	364,891	$	290,120
Total stockholders' equity	$	804,069	$	735,339	$	654,908	$	290,851	$	252,884

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors” included in Item 1A of Part I of this Annual Report on Form 10-K.

Pending Transaction

On February 11, 2019, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), and EM Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for our acquisition by private equity investment firm Thoma Bravo, LLC in an all-cash transaction valued at approximately $3.7 billion (the “Transaction”). If the Transaction is completed, our stockholders will be entitled to receive $99.00 in cash for each share of our common stock they hold as of the effective time of the Transaction. The Transaction is expected to close in the second or third quarter of 2019, subject to approval by our stockholders and regulatory authorities and the satisfaction of customary closing conditions. See Note 14 “Subsequent Event” in the Notes to Financial Statements for further details.

Overview

We are athe leading cloud-based platform provider for the mortgage finance industry. Our technology solutions are used by lenders to originate and close residential mortgage loans. Banks, credit unions, and mortgage lenders use our Encompass® all-in-one mortgage management solution to originate and fund mortgages and improve compliance, loan quality, and efficiency.

Mortgage originators use our Encompass software, a comprehensive digital mortgage solution that handles key business and management functions involved in running a residential mortgage origination business. Mortgage originators use Encompass as a single tool for marketing, loan origination, processing, and customer communication, and to interact electronically with lenders, investors, and service providers over the Ellie Mae Network. Our software also enables enforcement of rules and business practices designed to ensure loan quality, adherence to processing standards, and regulatory compliance.

The Ellie Mae Network electronically connects approximately ~~184~~186,~~000~~500 mortgage professionals using Encompass to the broad array of third-party service providers, mortgage lenders, and investors integral to the origination and funding of residential mortgages. During the mortgage origination process, mortgage originators may order various services through the Ellie Mae Network, including credit reports;, product eligibility and pricing services;, automated underwriting services;, appraisals;, title reports;, insurance;, flood certifications and flood insurance;, compliance reviews;, fraud detection;, document preparation;, and verification of income, identity, and employment. Mortgage originators can also initiate secure data transmission to and from lenders and investors.

InOn ~~October~~January ~~2017~~1, 2018, we ~~acquired~~adopted ~~Velocify,~~Accounting aStandards ~~cloud~~Update (“ASU”) No. 2014-~~based~~09, ~~sales~~Revenue ~~engagement~~from ~~platform~~Contracts ~~that~~with ~~provides~~Customers, ~~customers~~as amended (Topic 606) using the ~~capabilities~~modified toretrospective ~~generate~~method and ~~manage~~applied ~~leads~~Topic 606 to those contracts which were not completed as of January 1, 2018. Prior period amounts were not adjusted and ~~customer~~are ~~relationships~~reported under Topic 605, Revenue Recognition.

Our revenues are generated primarily from subscriptions to the company-hosted Encompass Software that customers access through the Internet, including customers who pay fees based on the number of loans they close, or success basis, subject to monthly base fees, which we refer to as Success-Based Pricing, and related professional services such as consulting, implementation, and training services. Our revenues also include software related services that are sold on a transactional basis; Ellie Mae Network transaction fees paid by service providers, lenders, investors, and certain government-sponsored entities participating on the Ellie Mae Network; education and training; and loan product and guideline data and analytics services that are provided under the AllRegs brand.28

Our revenues ~~typically,~~are ~~but~~generated ~~not~~primarily ~~always,~~from ~~track~~subscriptions ~~the~~to ~~seasonality of~~ the ~~residential~~cloud-based ~~mortgage~~Encompass ~~industry~~platform, ~~with~~including ~~increased~~customers ~~activity~~who inpay ~~the~~fees ~~second~~based ~~and~~on ~~third quarters and reduced activity in~~ the ~~first~~number ~~and~~of ~~fourth~~loans ~~quarters~~they asclose, ~~home~~subject ~~buyers tend~~ to ~~purchase~~base ~~their~~fees, ~~homes~~which ~~during~~we ~~the~~refer ~~spring and summer in order~~ to ~~move~~as toSuccess-Based aPricing, ~~new~~or ~~home~~recurring ~~before~~monthly ~~the~~subscription ~~start~~fees ofand ~~the~~related ~~school~~professional ~~year.~~services ~~Mortgage volumes are also impacted by other factors~~ such as ~~interest rate fluctuations~~consulting, ~~home sale activity~~implementation, ~~regulatory changes such as the TILA-RESPA Integrated Disclosure rule which became effective in October 2015,~~ and ~~general~~training ~~economic conditions, which can lead to departures from the typical seasonal pattern~~services. InOur ~~2017,~~revenues ~~mortgage~~also ~~volumes~~include ~~declined~~software-related ~~relative~~services tothat ~~2016~~are ~~due~~sold toon ~~an increase in mortgage interest rates resulting in~~ a ~~lower~~transactional ~~number~~basis; ofEllie ~~refinancings.~~Mae ~~This~~Network ~~had~~fees; ~~the~~fees ~~effect~~for ofeducation ~~reducing~~and ~~the~~training; ~~number~~and ofloan closed loans per active user on our platform in 2017 relative to the same period in 2016. Although the market is expected to transition to one in which increasing volumes are driven primarily by demand for home purchasesproduct, apolicy ~~tight~~and ~~housing~~guideline ~~supply~~data inand ~~certain~~analytics ~~markets is currently limiting the~~ services.

32Seasonality and Current Industry Trends

Our revenues generally follow the seasonality of the residential mortgage industry, with increased activity in the second and third quarters and reduced activity in the first and fourth quarters as home buyers tend to purchase their homes during the spring and summer. Mortgage volumes are also impacted by other factors such as interest rate fluctuations, home sale activity and pricing, regulatory changes, and general economic conditions, which can lead to departures from the typical seasonal pattern. A combination of tight housing inventory and rising mortgage interest rates resulted in a decline in mortgage volumes in 2018 relative to 2017. Although the market for mortgages is expected to transition to one in which increasing volumes are driven primarily by demand for home purchases, a tight housing supply in certain markets is currently limiting the rate of growth in purchase volumes.

InWe ~~spite~~currently ofestimate ~~lower~~that ~~industry~~approximately ~~volume~~25% into ~~2017,~~35% weof ~~continued~~our revenues have some direct sensitivity to ~~experience~~volume. ~~period~~The base fee portion of success-~~over-period~~based ~~increases~~revenues, insubscription revenues, asand ~~our~~professional ~~customers~~services ~~use~~revenues ~~our~~are ~~platform~~generally tonot ~~process~~affected anby ~~increasing~~fluctuations ~~percentage~~in ofmortgage ~~loans~~origination ~~originated~~volume. inThe ~~the~~impact ~~United~~on ~~States~~our ~~and~~revenues wefrom ~~are~~a ~~able~~substantial decline in mortgage volumes is difficult to ~~increase~~predict ~~the~~and ~~revenue~~subject weto ~~earned~~risk ~~per~~and ~~loan~~uncertainty. ~~This~~ ~~was~~Refer ~~achieved~~to by the ~~continued~~risks ~~addition~~relating ofto ~~new~~a ~~users~~decline ~~and~~in ~~the~~mortgage ~~increased~~lending ~~adoption~~volumes ofdescribed ~~our~~in ~~broader~~Part ~~service~~I, ~~offerings~~Item by1A ~~our~~“Risk ~~customers~~Factors” for additional information.

WeOur currently estimate that approximately 25% to 35% of our revenues have some direct sensitivity to volume. The base fee portion of success based revenues, subscription revenues, and professional services revenues, are generally not affected by fluctuations in mortgage origination volume. However, the impact on our revenues from a substantial decline in mortgage volumes is difficult to predict. Please refer to the risks relating to a decline in mortgage lending volumes described in Part I, Item 1A “Risk Factors” for additional information. Investments

We are investing aggressively in initiatives that we believe will help us continue to grow our business, improve our products and services, and strengthen our competitive advantage while bringing sustainable long-term value to our customers. Our recent launch of Encompass Developer Connect, Encompass Data Connect, and Encompass Investor Connect will enable developers to create new features for Encompass, easily integrate Encompass with external systems and data, and build and deploy custom applications in the cloud. We ~~believe this open and simplified architecture will enable us to deploy services more easily and drive more revenue per loan.~~ In addition, lenders are also looking for a technology partner to deliver a better digital mortgage experience to consumers. ~~The~~We ~~acquisition~~recently ofmade ~~Velocify~~generally ~~accelerates~~available Encompass Consumer Connect, which enables our ~~vision~~customers ofto ~~offering~~originate aloans ~~fully~~directly ~~digital~~from ~~mortgage~~borrowers by ~~combining~~offering ~~Velocify’s~~an ~~lead~~online ~~management,~~loan ~~engagement~~application ~~and~~that ~~distribution~~can ~~capabilities~~be ~~with~~accessed ~~our~~by ~~Encompass~~anyone ~~CRM~~with ~~and~~a ~~Consumer~~web ~~Connect~~browser. ~~service offerings~~Furthermore, ~~which~~our ~~allows~~acquisition ~~lenders~~of toVelocify ~~provide~~accelerates ~~better~~our ~~digital~~vision ~~tools~~of ~~and~~offering a ~~more~~fully ~~easy-to-use~~digital ~~web~~mortgage ~~based~~by ~~experience~~combining asVelocify’s alead ~~seamless~~management, ~~extension~~engagement, ofand distribution capabilities with Encompass Consumer Connect.

In 2017 and 2018, we increased our investment in ~~our platform,~~ research and development, technology infrastructure, and data security ~~in an effort~~ to support our growing user base. This includes the roll out of our Connect solutions ~~in 2017~~, the development of our hybrid cloud infrastructure, the additions and updates to loan applications required by the redesigned URLA, and the development of our next generation Encompass platform and capabilities, which we expect to continue to progressively roll out to customers in ~~2018 and~~ 2019. ~~The amortization expense of capitalized costs associated with our Connect solutions resulted in a decrease in our gross margin percentage~~ and ~~increased operating expenses in 2017 as compared to the same period in 2016~~2020. ~~Conversely, capitalized costs associated with solutions that we have not yet introduced are reflected as an asset on our Consolidated Balance Sheet.~~

We have also invested in our sales and client services capabilities to continue to increase sales of our products and to assist our customers in implementing our solutions. To continue to support customers as we grow our business and further differentiate ourselves, we intend to invest in key areas, such as research and development, enterprise sales, services, technical support, data security, and our hybrid cloud infrastructure. We expect that our cost of revenues will continue to increase as ~~our revenues increase, as~~ we make additional and accelerated investments to bolster our infrastructure and enhance our system capacity, reliability, and data security, and as we place new internal-use software into service~~, and as we pursue additional strategic acquisitions~~. ~~As we continue to invest in these areas, such expenditures may affect our ability to improve our margins as we grow revenue.~~

In addition to our internal initiatives, our business strategy has evolved toin ~~address~~response to recent industry trends, ~~including~~as follows:

•Greater ~~greater~~ focus on operational efficiencies;. The average total production cost per loan was $8,174 in the third quarter of 2018(1). We expect operational costs to continue to be a significant consideration for mortgage originators due to the continuously changing regulatory environment and heightened quality standards. By automating many of the functions of mortgage origination, we enable our users to comply with regulations and process quality loans more efficiently and effectively. This reduces the cost of originating loans and lowers the risk of buy-back demands from investors resulting from poorly originated or documented loans or loans that fail to comply with applicable regulations. We continually address the changing needs of our customers by developing and enhancing tools to allow for simplified regulatory compliance, increased availability of information, and enhanced system functionality and performance.

• customers adopting multi-channel strategies;

• consumer demand for a digital based experience from lenders;

• changes in regulation affecting lenders and investors;

• increased quality standards imposed by regulators, lenders, and investors; and

• greater focus by customers and regulators on data security and consumer privacy.

We are responding to these trends as follows:

Greater focus on operational efficiencies. The average total production cost per loan was $8,060 in the third quarter of 2017.(1) We expect operational costs to continue to be a significant consideration for mortgage originators due to the continuously changing regulatory environment and heightened quality standards. By automating many of the functions of mortgage origination, we enable our users to comply with regulations and process quality loans more efficiently and effectively. This reduces the cost of originating loans and lowers the risk of buy-back demands from investors resulting from poorly originated or documented loans or loans that fail to comply with applicable regulations. We continually address the changing needs of our customers by developing and enhancing tools to allow for simplified regulatory compliance, increased availability of information, and enhanced system functionality and performance.

________________

(1) Mortgage Bankers Association, Independent Mortgage Bank Production Profits Down in Third Quarter 2017, November 30, 2017.

With an eye towards providing customers with ever-improving tools to enhance efficiency, we currently anticipate that we will continue to develop new service offerings through the Ellie Mae Network and encourage adoption of our services through initiatives such as our Encompass Connect Solutions. By integrating and expanding our current and new services, we aim to provide a more comprehensive solution to our users.

Customers adopting multi-channel strategies. Customers are developing multi-channel strategies beyond a single retail, correspondent or wholesale mortgage lending channel in order to grow their businesses. The requirements of these different channels vary and in order to maintain a single operating system, customers must use a robust system with customizable functionality. Encompass includes support for multi-channel workflows, allowing our customers to drive efficiencies and boost productivity by creating distinct workflows for each channel that map to our customers’ business needs. Encompass users can customize workflows based on channel, loan purpose or specific loan criteria - all of which can vary between lending channels. With the introduction of Encompass TPO Connect, Encompass users are able to utilize a customizable and interactive web experience for wholesale and correspondent lending channels, which gives lenders and investors a modern and collaborative web experience for their third-party origination (“TPO”) partners that promotes compliance, data integrity, and easy bi-directional communication throughout the entire loan process. Additionally, Encompass Consumer Connect enables our customers to originate loans directly from borrowers by offering an online loan application that can be accessed by anyone with a web browser.29

~~Consumer~~Customers ~~Demand~~adopting ~~for~~multi-channel astrategies. ~~Digital~~Customers ~~Based~~are ~~Experience~~developing ~~from~~multi-channel ~~Lenders.~~strategies ~~Borrowers~~beyond ~~expect~~a ~~transparency~~single retail, ~~service~~correspondent, ~~and~~or ~~speed,~~wholesale ~~and~~mortgage alending ~~human~~channel ~~touch~~in order to grow their businesses. ToThe ~~meet~~requirements of these ~~requirements~~different channels vary, ~~lenders~~and ~~must~~in ~~offer~~order to maintain a ~~seamless,~~single ~~online~~operating ~~experience~~system, ~~that~~customers ~~continues~~must ~~even~~use ~~after~~a ~~the~~robust ~~application~~system ~~has~~with ~~been~~customizable ~~submitted~~functionality. ItEncompass isincludes support for multi-channel workflows, allowing our ~~goal~~customers to ~~provide~~drive aefficiencies ~~true~~and ~~digital~~boost ~~mortgage~~productivity ~~process~~by ~~that~~creating ~~enables~~distinct ~~the~~workflows ~~lender~~for toeach ~~originate~~channel ~~more~~that ~~loans,~~map ~~lower~~to ~~origination~~our ~~costs,~~customers’ ~~reduce~~business ~~the~~needs. ~~time~~Encompass tousers ~~close~~can ~~and~~customize ~~make~~workflows ~~smarter~~based ~~decisions~~on ~~through~~channel, ~~data~~loan ~~and~~purpose ~~predictive~~or ~~analytics,~~specific loan criteria - all ~~while~~of ~~ensuring~~which ~~the~~can ~~highest~~vary ~~levels~~between lending channels. With the introduction of ~~compliance~~Encompass TPO Connect, ~~quality~~Encompass ~~and~~users ~~efficiency.~~are ~~Our~~able ~~digital~~to ~~mortgage~~utilize ~~vision~~a ~~encompasses~~customizable ~~all~~and ~~phases~~interactive ofweb ~~the~~experience ~~mortgage~~for ~~loan~~wholesale ~~lifecycle,~~and ~~with~~correspondent ~~each~~lending ~~milestone~~channels, ~~informing~~which ~~the~~gives ~~next.~~lenders ~~The~~and ~~market~~investors ~~will~~a ~~require~~modern ~~lenders~~and tocollaborative ~~adapt,~~web asexperience ~~the~~for ~~pressure~~their toTPO ~~meet~~partners ~~closing~~that ~~dates~~promotes compliance, ~~increased~~data ~~competition~~integrity, and easy bi-directional communication throughout the ~~emerging~~entire ~~high-tech~~loan ~~and~~process. ~~human~~Additionally, ~~touch~~Encompass ~~expectations~~Consumer ofConnect ~~borrowers~~supports ~~continue~~our customers’ retail channel by enabling our customers to ~~drive~~originate ~~the~~loans ~~use~~directly offrom ~~the~~borrowers ~~next~~by ~~generation~~offering ofan ~~technology~~online loan application that can be accessed by anyone with a web browser.

Changes in regulation affecting lenders and investors. ~~Regulations~~ ~~continue~~Mortgage tolending beregulations ~~subject~~continue to change and many regulatory reforms have ~~significantly~~been introduced or proposed in recent years to promote increased underwriting standards and accountability by lenders and mortgage originators, ensure meaningful disclosures by lenders to borrowers, increase the ~~complexity~~transparency and ~~importance~~objectivity of ~~regulatory~~settlement ~~compliance~~services, and protect consumers in the mortgage market from unfair or abusive lending practices. We devote considerable resources to continually upgrade our software to help our customers address regulatory changes. We offer Encompass Compliance Service, which analyzes mortgage loan data for compliance with consumer protection laws and institutionally mandated compliance policies and also alerts users to possible violations of these laws and policies. In addition, we have a staff of attorneys who work with compliance experts and help ensure that documents prepared using our software and the processes recommended by the Encompass workflow comply with applicable rules and regulations. For example, additional tools and product updates were required to address the Ability-to-Repay/Qualified Mortgage and Federal and State High Cost rules that became effective in January 2014. In addition, we updated certain of our products to comply with the TILA-RESPA Integrated Disclosure rule changes that took effect in October 2015, and weare ~~will~~providing ~~provide a~~ complete offering of readiness initiatives, tools and training programs in advance of the 2018 ~~HMDA~~Home Mortgage Disclosure Act and Regulation C collection and reporting changes which take effect through 2020. We are also making substantial changes to our products and services to accommodate the upcoming February 2020 adoption deadline for the redesigned Uniform Residential Loan Application. We believe we are well-positioned to help our customers comply with changing regulatory requirements as they are published and become effective. However, changes to existing laws or regulations or adoption of new laws or regulations relating to the residential mortgage industry could require us to incur significant costs to update our products and services so that our customers remain compliant with such laws and regulations.

~~Increased~~Consumer ~~quality~~Demand ~~standards~~for ~~imposed~~a byDigital ~~regulators,~~Based ~~lenders~~Experience ~~and~~from ~~investors~~Lenders. ~~Encompass~~ isToday’s ~~designed~~borrowers toexpect ~~automate~~transparency, service and ~~streamline~~speed, ~~the~~and ~~process~~a ofhuman ~~originating~~touch. ~~mortgages~~To ~~to,~~meet ~~among~~these ~~other things~~requirements, ~~satisfy~~lenders ~~increased~~must ~~quality~~offer ~~requirements~~a ofseamless, ~~investors.~~online ~~Relevant~~experience ~~features~~that ofcontinues ~~Encompass~~even ~~include~~after ~~enabling~~the ~~customers’~~application ~~management~~has tobeen ~~impose~~submitted. ~~processing~~It ~~rules~~is ~~and~~our ~~formats,~~goal ~~and~~to ~~providing~~provide ~~milestone~~a ~~and~~true digital mortgage process ~~reminders,~~that ~~automated~~enables ~~population~~the oflender ~~forms~~to ~~with~~originate ~~accurate~~more ~~data~~loans, ~~and~~lower ~~accurate~~origination ~~and~~costs, ~~automated~~reduce ~~transmission~~the oftime ~~loan~~to ~~files~~close and ~~data~~make ~~from~~smarter ~~originators~~decisions tothrough ~~investors~~data and ~~lenders.~~predictive ~~Our~~analytics, ~~TQL~~all ~~program~~while isensuring ~~designed~~the tohighest ~~further~~levels ~~enhance~~of ~~the quality,~~ compliance, quality and ~~salability of loans that are originated through Encompass~~efficiency. ~~Additionally,~~Our ~~TQL~~digital ismortgage ~~intended~~vision toencompasses ~~reduce~~all ~~the~~phases ~~possibility~~ of ~~errors in~~ the ~~process~~mortgage ofloan ~~transferring~~lifecycle, ~~information~~with ~~from~~each ~~originator~~milestone ~~to investor and to give investors confidence~~ in the ~~accuracy~~mortgage ~~and~~origination ~~regulatory~~process ~~compliance~~informing of the ~~information that is underlying loan files~~next.

InIncreased ~~response~~quality tostandards ~~the~~imposed ~~increased~~by ~~quality~~regulators, ~~standards~~lenders, and ~~compliance~~investors. ~~mandates~~Lenders ~~affecting~~have ~~the~~eliminated ~~industry~~many high-risk loan product offerings and significantly tightened underwriting and processing requirements. Similarly, weinvestors ~~expect~~seek ~~many~~higher-quality, ~~non~~lower-~~Encompass~~risk ~~mortgage~~loans ~~lenders~~in which to ~~assess~~invest. ~~new~~Encompass ~~platform~~is ~~options~~designed to automate and ~~replace~~streamline ~~their~~the ~~legacy~~process ~~systems.~~of Weoriginating ~~have~~mortgages to, among other things, satisfy increased ~~the~~quality ~~size~~requirements of ~~our~~investors. ~~customer~~Relevant ~~acquisition,~~features ~~implementation,~~of ~~and~~Encompass ~~support~~include ~~teams~~enabling bycustomers’ ~~approximately~~management ~~63%~~to ~~from~~impose ~~356~~processing ~~employees~~rules atand ~~December 31~~formats, ~~2015~~and toproviding ~~580~~milestone ~~employees~~and atprocess ~~December 31~~reminders, ~~2017~~automated inpopulation ~~order~~of toforms ~~address~~with ~~anticipated~~accurate ~~demand~~data, ~~for~~and ~~our~~accurate ~~software~~and ~~solutions~~automated transmission of loan files and data from originators to investors and lenders.

~~Greater~~In ~~focus~~response byto ~~customers~~the ~~and~~increased ~~regulators~~quality onstandards ~~data security~~ and ~~consumer~~compliance ~~privacy. Recent~~mandates ~~high-profile~~affecting ~~data~~the ~~security~~industry, ~~incidents~~we ~~affecting~~expect ~~banking~~many ~~institutions and cloud~~non-~~service~~Encompass ~~software~~mortgage ~~providers~~lenders ~~have~~to ~~resulted~~assess innew anplatform ~~increased~~options ~~focus on data security by our customers~~ and ~~our~~replace ~~customers’~~their ~~regulators~~legacy systems. We ~~are~~have ~~making~~increased ~~significant investments in~~ the ~~security~~size of ~~the~~our ~~Encompass~~customer ~~service~~acquisition, ~~as well as our internal systems~~implementation, ~~processes~~ and ~~monitoring~~support ~~capabilities~~teams toin ~~protect~~order ~~our customers’ data and help minimize the risk of data security loss. We expect the industry focus on data security~~ to ~~continue~~address toanticipated ~~increase,~~demand ~~and~~for ~~we anticipate that~~ our ~~investments~~software ~~in data security will increase substantially over time~~solutions.

34Greater focus by customers and regulators on data security and consumer privacy. Recent high-profile data security incidents affecting banking institutions and their third-party service providers have resulted in an increased focus on data security by our customers and our customers’ regulators. We are making significant investments in the security of the Encompass service, as well as our internal systems, processes, and monitoring capabilities to protect our customers’ data and help minimize the risk of data security loss. We expect the industry focus on data security to continue to increase, and we anticipate that our investments in data security will increase substantially over time.

~~Acquisition Strategy~~________________

We(1) ~~evaluate~~Mortgage ~~strategic~~Bankers ~~acquisition and investment opportunities within our core mortgage vertical and across complementary fintech verticals. To date~~Association, ~~our~~IBM ~~acquisitions~~Profits ~~have~~Lag ~~been~~in ~~focused on enhancing~~ the ~~delivery~~Third ofQuarter, anNovember end-to-end digital mortgage experience for our clients and their customers. The acquisition of Velocify accelerates our vision of offering a fully digital mortgage. We expect to continue to evaluate and explore strategic opportunities that will enhance the breadth and depth of our solutions29, ~~and furthers our mission of automating the entire end-to-end mortgage process for our customers~~2018.

Increase the number of lenders using Encompass and the number of loans originated on our platform. In addition to addressing the industry trends discussed above, we continue to focus our marketing, sales and product development efforts on increasing the number of mortgage lenders, commercial banks and credit unions using Encompass and our additional services, and the number of loans originated on our platform. We intend to continue to focus our efforts on all market segments, including the largest, or enterprise segment, of the lending industry.

Operating Metrics

We use certain operational metrics to evaluate our business, determine allocation of our resources, and make decisions regarding corporate strategy. We focus on these metrics to determine our success in leveraging our user base to increase our revenues and to gauge the degree of our market penetration.

~~These~~Our key operating metrics are defined below.

Contracted revenues. Contracted revenues are those revenues that are fixed by the terms of a contract and are generally not affected by fluctuations in mortgage origination volume. These revenues consist of the base fee portion of ~~success~~Success-~~based~~Based Pricing revenues, monthly per-user subscription revenues, professional services revenues, and subscription revenues paid for products other than Encompass.

Contracted users. A contracted user is a mortgage origination professional who has a license to use Encompass and has an obligation to pay for this license, but who is not necessarily an active user.

Active users. An active user is a mortgage origination professional who has used Encompass at least once within a 90-day period preceding the measurement date. A user is a mortgage origination professional working at an Encompass mortgage lender, such as a mortgage bank, commercial bank, thrift or credit union, which sources and funds loans and generally sells these funded loans to investors; or a mortgage brokerage, which typically processes and submits loan files to a mortgage lender or mega lender that funds the loan.

Average active users. Average active users during a period is calculated by averaging the monthly active users during a reporting period.

~~Revenue~~Estimated ~~per~~Encompass ~~average~~closed ~~active user~~loans. ~~Revenue~~ ~~per~~Estimated ~~average~~Encompass ~~active~~closed ~~user~~loans is an estimate of the number of loans originated by Encompass users, calculated as loans originated by ~~dividing~~our ~~total~~Success-Based ~~revenues~~Pricing customers, which does not include certain brokered loans or correspondent purchased loans, plus an estimate of the number of loans originated by ~~average~~Encompass customers who only subscribe to our SaaS offering, which estimate is derived by applying the ratio of active ~~Encompass~~Success-Based Pricing customers to loans originated by these customers to the number of active SaaS users of Encompass for the same period of time.

~~The~~Revenues ~~following~~per ~~table~~loan. ~~shows~~Revenue ~~these~~per ~~operating~~loan ~~metrics~~is asthe sum of ~~and~~our revenues for the ~~years~~applicable ~~ended~~period ~~December~~of ~~31,~~time ~~2017,~~divided ~~2016~~by ~~and~~Estimated ~~2015:~~Encompass closed loans originated during the same period.

	Year ended December 31,
	2017			2016			2015
Revenues (in thousands):
Total revenues	$	417,042		$	360,285		$	253,937
Total contracted revenues	$	283,183		$	208,005		$	150,773
Users at end of period:
Contracted users	242,505			215,769			166,057
Active users	183,900			164,648			136,167
Active users as a percentage of contracted users	76		%	76		%	82		%
Average active users:
Average active users during the period	177,465			152,902			127,226
Revenue per average active user during the period	$	2,350		$	2,356		$	1,996

The following table shows these operating metrics as of and for the years ended December 31, 2018, 2017, and 2016:



	Year Ended December 31,
	2018		2017		2016
Revenues (in thousands):
Revenues	$	480,266	$	417,042	$	360,285
Contracted revenues	$	349,545	$	283,183	$	208,005
Users:
Active users	186,543		183,900		164,648
Average active users during the period	190,576		177,465		152,902
Loans:
Estimated Encompass closed loans	2,596,000		2,552,000		2,507,000
Revenues per loan	$	185	$	163	$	144

Basis of Presentation

General

Our consolidated financial statements include the accounts of Ellie Mae, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Revenue Recognition

WeEffective ~~generate~~January ~~revenues~~1, ~~primarily~~2018, ~~from~~we ~~subscription~~apply ~~services~~the ~~and~~provisions ~~usage-based~~of ~~fees,~~Topic ~~transaction-based~~606 ~~fees,~~for ~~and~~revenue ~~fees~~recognition ~~from~~on ~~professional~~contracts ~~services~~with customers. ~~Sales~~Pursuant ~~taxes~~to ~~assessed~~Topic by606, ~~governmental~~we ~~authorities~~recognize ~~are~~revenues ~~excluded~~under ~~from~~the ~~revenue~~core principle to depict the transfer of control to our customers in an amount reflecting the consideration to which we expect to be entitled. In order to achieve that core principle, the following five step approach is applied:

~~Our~~• ~~revenues~~Identification ~~are~~of ~~generated from~~ the company-hosted Encompass Software subscriptions that customers access through the Internet. Our revenues are also comprised of fees for software services sold both as a subscription and transactionallycontract, ~~including fees based on a per closed loan,~~ or ~~success basis~~contracts, ~~subject~~with toa ~~monthly base fees, which we refer to as Success-Based Pricing~~customer; Ellie Mae Network fees; education and training, loan product, policy and guideline data and analytics services under the AllRegs brand; and professional services which include consulting, implementation, and training services.


•	Identification of the performance obligations in the contract;


•	Determination of the transaction price;


•	Allocation of the transaction price to the performance obligations in the contract; and


•	Recognition of revenue when, or as, we satisfy a performance obligation.

We generate revenues primarily from cloud-based subscription services, transaction-based fees and related services, including professional services and our annual user conference, and recognize revenues as performance obligations are satisfied. Sales taxes assessed by governmental authorities are excluded from transaction price.

Our revenues are generated from subscriptions to our cloud-based Encompass platform that customers access through the Internet. Our revenues are also comprised of fees for software services sold both as a subscription and on a transactional basis, including fees based on a per closed loan, or success basis, subject to monthly base fees, which we refer to as Success-Based Pricing, as well as Ellie Mae Network fees, fees for loan product, policy and guideline data and analytics services, fees for lead management, marketing and customer relationship management, and fees for professional services which include consulting, implementation, and education and training services.

Cost of Revenues and Operating Expenses

Cost of Revenues

Our cost of revenues consists primarily of: salaries and benefits, including stock-based compensation expense; data center operating costs; depreciation on data center computer equipment; amortization of internal-use software and acquired intangible assets such as developed technology ~~and trade names~~; customer support; professional services associated with implementation of our software; third-party royalty expenses; and allocated facilities costs. We expect that our cost of revenues will continue to increase in absolute dollars as ~~our revenues increase, as~~ we make additional and accelerated investments to bolster our infrastructure and enhance our system capacity, reliability, and data security, as we place new internal-use software into service~~, as we pursue additional strategic acquisitions, and as we continue to hire personnel in our implementation and customer support departments to support new customers and provide new services~~. We anticipate that we will continue to invest in key areas such as development of internal-use software, ~~professional services,~~ technical support, data security, and data center infrastructure to better support our customers and further differentiate ourselves. This ~~will~~includes ~~include~~ development of our next generation Encompass platform, which we expect to continue to roll out to customers ~~throughout~~in ~~2018~~2019 and ~~2019~~2020, as well as our continuous effort to move toward a hybrid cloud architecture.

Sales and Marketing

Our sales and marketing expenses consist primarily of: salaries, benefits and incentive compensation, including stock-based compensation expense and commissions; allocated facilities costs; expenses for trade shows, public relations, our annual user conference, and other promotional and marketing activities; expenses for travel and entertainment; and amortization of acquired intangible assets such as customer relationships and trade names. We expect that our sales and marketing expenses will continue to increase as we ~~hire additional sales personnel in order to address anticipated demand for our software solutions, as we~~ pursue additional strategic customer acquisitions and as our annual user conference continues to increase in size.

Research and Development

Our research and development expenses consist primarily of: salaries and benefits, including bonuses and stock-based compensation expense; fees to contractors engaged in the development of the Encompass software, Ellie Mae Network, and other products; and allocated facilities costs. We expect that our research and development expenses will continue to increase in absolute dollars as we continue to invest in our products and services, ~~and~~ related next-generation enhancements and in our scalability efforts to expand our platform, including hiring additional engineering and product development personnel, and as we pursue additional strategic acquisitions.

General and Administrative

Our general and administrative expenses consist primarily of: salaries and benefits, including bonuses and stock-based compensation expense for employees involved in finance, accounting, human resources, administration, information technology, and legal; third-party provider expenses such as general consulting, legal, accounting, and other professional services; and allocated facilities costs. We expect general and administrative expenses to continue to increase in absolute dollars as we expand our facilities, hire additional personnel, and invest in our back -office infrastructure to enhance our system capacity, reliability, and security. We also expect general and administrative expenses to continue to increase as we hire additional personnel and grant stock-based awards to attract and retain the employees needed to continue to grow our business and as we pursue additional strategic acquisitions.

Other Income, Net

Other income, net consists of interest income earned on investments and cash accounts and investment premium accretion, offset by investment discount amortization, ~~and~~ interest expense paid on equipment and software leases, and loss on the disposal of fixed assets.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our ~~consolidated~~ financial statements which are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of these ~~consolidated~~ financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, income taxes, stock-based compensation, goodwill and intangible assets, fair value of investments, deferred ~~commissions~~contract costs, and software and website development costs have the greatest potential impact on our ~~consolidated~~ financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, ~~please~~refer ~~see~~to Note 2 “Basis of Presentation and Significant Accounting Policies” in the Notes to ~~Consolidated~~ Financial Statements.

Revenue Recognition

We ~~generate~~apply the provisions of Topic 606 for revenue recognition on contracts with customers. Pursuant to Topic 606, we recognize revenues ~~from~~under ~~sales~~the core principle to depict the transfer of ~~services~~control ~~including~~to ~~subscription~~our ~~services~~customers ~~and~~in ~~usage-based~~an ~~fees,~~amount ~~transactional~~reflecting ~~services,~~the ~~and~~consideration ~~professional~~to ~~services~~which we expect to be entitled. In order to achieve that core principle, the following five step approach is applied:

~~Subscription~~• ~~Services~~Identification ~~and~~of ~~Usage-Based~~the ~~Fee~~contract, ~~Arrangements.~~or ~~Subscription~~contracts, ~~services~~with ~~and usage-based fee arrangements generally include~~ a combination of our products delivered as SaaS and support services. These arrangements are generally non-cancelable and do not contain refund-type provisions. These revenues typically include the following:customer;

~~Encompass~~• ~~Revenues. We~~Identification ~~offer web-based, on-demand access to our Encompass software for a monthly recurring fee. We provide the right to access our loan origination software and handle the responsibility~~ of ~~managing~~ the ~~servers,~~performance ~~providing~~obligations security, backing up the data and applying updates. Customers under this arrangement may not take possession of the software at any time during the term of the agreement. Subscription revenues are recognized ratably over the contract terms as subscription services are provided, beginning on the commencement date of each contract, which is the date our service is made available to customers. Contracts generally range from one to five years. Alternatively, customers can elect to pay on a success basis. Success basis contracts generally have a term of one to five years and are subject to monthly base fees, which enable customers to close loans up to a contractually agreed-to minimum number of transactions, and additional closed loan fees, which are assessed for loans closed in ~~excess of~~ the minimum. Revenues are earned from both base fees and additional closed loan fees as the result of the customer’s usage of Encompass. Monthly base fees are recognized over the respective monthly service period as the subscription services are provided. Additional closed loans fees are recognized when the loans are reported as closed. This offering also includes Encompass Consumer Connect, Encompass Compliance Service, and Encompass Docs Solution as integrated components, which are combined elements of the arrangement that are delivered in conjunction with the Encompass offering and therefore are not accounted for separately.contract;

~~Services~~• ~~Revenues. We~~Determination ~~provide a variety~~ of ~~mortgage-related~~the ~~and~~transaction ~~other business services, including: automated documentation~~price; fraud detection, valuation, validation, and risk analysis; income verification; marketing and customer relationship management; product and pricing; flood zone certifications; website and electronic document management; and compliance reports. Services revenues are recognized upon completion of the services.

~~Transactional~~• ~~and~~Allocation ~~Other~~of ~~Revenues. We have entered into agreements with various lenders, service providers and certain government-sponsored entities participating in~~ the ~~mortgage~~transaction ~~origination~~price ~~process that provide them access~~ to, ~~and ability to interoperate with, mortgage originators on~~ the ~~Ellie~~performance ~~Mae~~obligations ~~Network.~~in ~~Under these agreements, we earn transaction fees when transactions are processed through~~ the ~~Ellie~~contract; ~~Mae Network. Transactional~~ and ~~other revenues are recognized upon completion of the services.~~

~~Professional~~• ~~Services~~Recognition ~~Revenues. Professional~~of ~~services~~revenue ~~revenues~~when, ~~are generally recognized upon delivery~~ or ~~completion for fixed price contracts or~~ as, ~~the~~we ~~services~~satisfy ~~are rendered for time and material contracts. The majority of our professional services contracts are on~~ a ~~fixed~~performance ~~price basis~~obligation. ~~Training revenues are recognized as the services are rendered.~~

~~Subscriptions~~We togenerate ~~Online~~revenues ~~Research~~primarily from cloud-based subscription services, transaction-based fees, and ~~Data~~related ~~Resources~~services including professional services and our annual user conference, and recognize revenues as performance obligations are satisfied. We ~~provide~~For ~~mortgage~~subscription ~~originators~~services where the customer simultaneously receives and ~~underwriters~~consumes ~~with~~the benefit from our performance, revenues are recognized over time using an output method based on the passage of time as this provides a faithful depiction of the transfer of control. Under Encompass subscriptions that customers access tothrough ~~online~~the ~~databases~~Internet, revenues are comprised of ~~various~~software ~~federal~~services ~~and~~sold ~~state~~both ~~laws~~as ~~and~~a ~~regulations~~subscription and ~~forms~~on asa ~~well~~variable basis. Variable fees include fees billed on a per closed loan, or success basis, subject to monthly base fees, which we refer to as ~~investor~~Success-Based ~~product~~Pricing. ~~guidelines~~Other cloud-based subscription services consist of policy, guideline, data and analytics, lead management, marketing, and customer relationship management. ~~Subscription~~Transaction-based fees are ~~recognized~~comprised ~~ratably~~of ~~over~~Ellie Mae Network fees and transaction fees charged for other services, including fees for loan products and the ~~subscription~~annual ~~term~~user asconference. ~~subscription~~Fees for professional services ~~are~~include ~~provided~~consulting, ~~which~~implementation, isand ~~typically~~education ~~one~~and ~~year~~training services. Sales taxes assessed by governmental authorities are excluded from the transaction price.

3733

~~Multiple~~In ~~Element~~contracts ~~Arrangements~~where recognizing variable consideration in the month it is earned does not meet the allocation objective of Topic 606, variable consideration is estimated and included in the transaction price. We estimate such amounts at contract inception considering historical trends, industry data, and contract specific factors to determine an expected amount to which we expect to be entitled. Estimates are included in the transaction price to the extent that it is considered probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether such an estimate is constrained requires us to consider methods, inputs, and assumptions relating to the nature of the underlying products, customer-specific trends, and economic factors including industry data. Other forms of variable consideration such as refunds and penalties, which are recorded in accrued and other current liabilities, are estimated at contract inception and are allocated to the performance obligations to which they relate.

We enter into arrangements ~~with multiple elements~~ that generally include multiple subscriptions and professional services. For arrangements with multiple ~~deliverables~~services, we evaluate whether the individual ~~deliverables~~services qualify as ~~separate~~distinct ~~units~~performance ~~of accounting~~obligations. In ~~order~~our toassessment ~~treat~~of ~~deliverables~~whether ina service is a ~~multiple-deliverable~~distinct ~~arrangement~~performance asobligation, ~~separate~~we ~~units~~determine whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires that we assess the nature of ~~accounting~~each individual service offering and how the services are provided in the context of the contract, including whether the ~~deliverables~~services ~~must~~are ~~have~~significantly ~~standalone~~integrated, ~~value~~highly ~~upon~~interrelated, ~~delivery~~or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

~~Subscription~~When ~~services~~agreements ~~have~~involve ~~standalone~~multiple ~~value~~distinct asperformance ~~such~~obligations, ~~services~~we ~~are~~allocate ~~often~~arrangement ~~sold~~consideration ~~separately.~~to ~~Additionally,~~all weperformance ~~concluded~~obligations ~~that~~at ~~professional~~the ~~services~~inception ~~included~~of inan ~~multiple~~arrangement ~~element~~based ~~arrangements~~on ~~also~~the ~~have~~relative standalone ~~value.~~selling Inprices ~~establishing~~of ~~standalone~~each ~~value,~~performance obligation. Where we ~~considered~~have ~~the~~standalone ~~following~~sales ~~factors~~data for ~~each~~performance ~~professional~~obligations ~~services~~which ~~agreement:~~are ~~availability~~indicative of the ~~services~~price ~~from~~at ~~other~~which ~~vendors,~~we ~~the~~sell ~~nature~~a ofpromised ~~the~~good ~~professional~~or ~~services~~service separately to a customer, ~~and~~such ~~the~~data ~~timing~~is ofused ~~when~~to ~~the~~establish ~~professional~~standalone ~~services~~selling ~~contract~~prices. ~~was~~In ~~signed~~instances inwhere ~~comparison~~standalone tosales data is not available for a particular performance obligation, we estimate standalone selling prices by maximizing the ~~subscription~~use ~~service~~of ~~start~~observable ~~date~~market and cost-based inputs.

When ~~subscription~~estimating ~~services~~standalone ~~agreements~~selling ~~involve~~prices, ~~multiple~~we ~~elements~~review ~~that~~company-specific ~~qualify~~factors asused ~~separate~~to ~~units~~determine oflist ~~accounting,~~price weand ~~allocate~~make ~~arrangement~~adjustments ~~consideration~~as appropriate to ~~all~~reflect ~~deliverables~~current atmarket ~~the~~conditions ~~inception~~and ofpricing anbehavior. ~~arrangement~~Our ~~based~~process onfor ~~the~~establishing ~~relative~~list ~~selling~~ price ~~method~~includes inassessing ~~accordance with~~ the ~~selling~~cost ~~price~~to ~~hierarchy,~~provide ~~which~~a ~~includes:~~particular ~~(i) vendor~~product ~~specific~~or ~~objective evidence (“VSOE”)~~service, ifsurveying itcustomers isto ~~available;~~determine ~~(ii) third-party~~market ~~evidence (“TPE”)~~expectations, ifanalyzing ~~VSOE~~customer isdemographics, ~~not available;~~ and ~~(iii) the~~taking ~~best~~into ~~estimate~~account ofour ~~selling~~similar ~~price~~products ~~(“BESP”),~~and ifservices ~~neither~~historically ~~VSOE nor TPE is available~~sold. We ~~have~~continue ~~determined that TPE is not a practical alternative as our go-~~to~~-market~~ ~~strategy~~review ~~and offerings contain a significant level of differentiation such that~~ the ~~comparable~~factors ~~pricing~~used ofto ~~services~~establish ~~with~~list ~~similar~~price ~~functionality~~and ~~cannot~~will beadjust ~~obtained.~~standalone ~~Furthermore,~~selling weprice ~~are~~methodologies ~~unable~~as tonecessary ~~reliably determine what similar competitor services’ selling prices are~~ on a ~~standalone~~prospective basis. ~~The amount of revenue allocated to delivered items is limited by contingent revenue, if any.~~

WeCloud-Based ~~have~~Subscription ~~not~~Revenues. Cloud-based ~~historically~~subscription ~~priced~~revenues generally include a combination of our ~~services~~products ~~within~~delivered aas ~~narrow~~SaaS ~~range.~~subscriptions Asthat are a ~~result,~~performance weobligation ~~have~~consisting ~~not~~of ~~been~~a ~~able~~series toof ~~establish~~distinct ~~VSOE~~services ~~for~~and ~~our~~support services. ~~Accordingly,~~These wearrangements ~~use~~are ~~BESP~~generally tonon-cancelable ~~determine~~and ~~the~~do ~~relative~~not ~~selling~~contain ~~price~~refund-type ~~for~~provisions. ~~our~~These ~~services.~~revenues typically include the following:

~~The~~Encompass ~~objective of BESP is to determine the price at which we would transact a sale if the service was sold on a standalone basis~~Revenues. We ~~When~~offer ~~establishing BESP~~web-based, ~~we review company~~on-~~specific~~demand ~~factors~~access ~~used~~ to ~~determine~~our ~~list~~cloud-based ~~price~~Encompass ~~and~~platform ~~make~~which ~~adjustments~~has asbeen ~~appropriate~~determined to ~~reflect~~be ~~current~~a ~~market~~stand-ready ~~conditions and pricing behavior~~obligation. ~~Our~~Revenues ~~process~~are ~~for~~recognized ~~establishing~~over ~~list price includes assessing~~ the ~~cost~~contract toterms ~~provide~~as aperformance ~~particular~~obligations ~~product~~are orsatisfied ~~service,~~as ~~surveying~~this ~~customers~~method tobest ~~determine~~depicts ~~market~~the ~~expectations,~~pattern ~~analyzing~~of ~~customer~~performance ~~demographics,~~for ~~and~~such ~~taking into account similar products and~~ services ~~historically sold by us~~. WeContracts ~~continue~~generally torange ~~review~~from ~~the~~one ~~factors~~year ~~used~~ to ~~establish~~five ~~list price and adjust BESP as necessary~~years.

Some Encompass customers elect to pay on a success basis. Success basis contracts are subject to monthly billing calculations whereby customers are obligated to pay the greater of a contractual base fee or variable closed loan fee based on the number of closed loan transactions processed by the customer in the specific month. Under success basis contracts, monthly base fees are recognized ratably over the contract terms as subscription performance obligations are satisfied and closed loan fees in excess of base fees are considered variable consideration.

For the majority of Encompass contracts that include variable consideration, such fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which we expect to be entitled for providing access to the Encompass platform for that period, consistent with the allocation objective of Topic 606.

For certain contracts where the allocation objective would not be met by allocating variable consideration in this way, total variable consideration to be received is estimated at contract inception and recognized ratably over the contract term. The estimates of the total variable consideration expected to be received under such agreements is updated at each reporting date. For these contracts, variable consideration is estimated using the expected value method, utilizing forecast data for each contract to determine the expected value.

We evaluate our ability to accurately estimate such variable consideration considering all relevant facts and circumstances associated with both the likelihood of a downward adjustment in the estimate of variable consideration and the potential magnitude of a significant revenue reversal relative to the cumulative revenue recognized to-date under the contract. Because the amount of consideration is highly susceptible to broad economic factors outside our influence, have a broad range of possible consideration amounts, and the uncertainty is not expected to be resolved for a long period of time, our ability to accurately estimate the variable consideration is limited. Therefore, the amount of variable consideration included in the transactions price is constrained to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the amount of variable consideration is subsequently resolved.

Other Subscription Revenues. We provide a variety of mortgage-related and other business services, including lead management, marketing, compliance services and customer relationship management. Such services include fixed fee subscriptions and are a single performance obligation consisting of a series of distinct services. These fixed fees are recognized ratably over the contract terms as this method best depicts our pattern of performance for such services. Variable fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which we expect to be entitled for providing the access to services for that period, consistent with the allocation objective.

Online Research and Data Resources Subscription Revenues. We provide mortgage originators and underwriters with access to online databases of various federal and state laws and regulations and forms as well as investor product guidelines. Fixed fees are recognized over time, using an output method of the passage of time or ratably over the contract terms as this method best depicts our pattern of performance for such services.

Transactional Revenues. Transactional revenues include the following:

Ellie Mae Network Revenues. We have entered into agreements with various lenders, service providers and certain government-sponsored entities participating in the mortgage origination process to provide those suppliers with access to, and ability to interoperate with, mortgage originators on the Ellie Mae Network. The services delivered are comprised of a performance obligation consisting of a series of distinct services. We act as an agent when arranging for services to be provided by the supplier to the customer. Fixed fees are recognized ratably over the contract terms as this method best depicts our pattern of performance for such services. Variable fees are recognized in the month in which they are earned because the allocation objective is met by allocating the fees to each distinct month in the series.

Other Transactional Revenues. We provide other services delivered on a transactional basis including automated documentation; fraud detection, valuation, validation, and risk analysis; income verification; flood zone certifications; website and electronic document management; compliance reports; and our annual user conference. Fees are recognized as transactions occur which is the point in time when control is transferred. Variable fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which we expect to be entitled for providing the access to services for that period, consistent with the allocation objective.

Professional Services Revenues. Professional services, including implementation services for our subscription products, are performance obligations which are determined to be distinct from our subscription services and other performance obligations. Such services are generally provided on a time and materials or fixed price basis and the customer simultaneously receives and consumes the benefit from our performance. The majority of our professional services are provided on a fixed price basis, and we recognize revenue over time as the performance obligations are satisfied utilizing an input method based on the proportion of hours incurred to total estimated hours. Any changes in the estimate of progress towards completion are accounted for in the period of change using the cumulative catch-up method. Revenues from professional services contracts provided on a time and materials basis are recognized when invoiced under the practical expedient as amounts correspond directly with the value of the services rendered to date.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law.

We operate in various tax jurisdictions and are subject to audit by various tax authorities. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. We recognize interest accrued and penalties related to unrecognized tax benefits in our income tax provision.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on estimates of future sources of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. To the extent we establish a valuation allowance or change the valuation allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our consolidated statements of operations.35

InValuation ~~relation~~allowances are established when necessary to ~~our~~reduce ~~adoption~~deferred oftax ~~ASU~~assets ~~No.~~to ~~2016-09,~~the ~~Compensation—Stock~~amounts ~~Compensation~~that ~~(Topic~~are ~~718):~~more ~~Improvements~~likely than not to ~~Employee~~be ~~Share-Based~~realized ~~Payment~~based ~~Accounting~~on ~~(“ASU~~the ~~2016-09”),~~weighting onof ~~January~~positive 1,and ~~2017,~~negative weevidence. Future ~~record~~realization ~~excess~~of deferred tax ~~benefits~~assets ~~and~~ultimately ~~tax~~depends ~~deficiencies~~on asestimates anof future sources of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax ~~benefit~~assets orwill ~~expense~~be ~~when~~realizable. ~~stock~~To ~~awards~~the ~~vest~~extent we establish a valuation allowance or ~~are~~change ~~settled~~the ~~and,~~valuation onallowance in a ~~retrospective basis~~period, we reflect the ~~excess~~ ~~tax~~change ~~benefits~~with ~~are~~a ~~classified~~corresponding asincrease anor ~~operating~~decrease ~~activity~~to our tax provision in our ~~consolidated~~ statements of ~~cash~~comprehensive ~~flows~~income.

Stock-~~based~~Based Compensation

We recognize compensation expense related to ~~Restricted~~restricted ~~Stock~~stock ~~Units~~units (“RSUs”), ~~Performance-Vesting~~performance ~~Restricted~~shares, ~~Stock Units~~ and ~~Performance~~performance-vesting ~~Awards~~restricted ~~(“Performance~~stock ~~Awards”),~~units based on the fair market value of the underlying shares of common stock as of the date of grant. Expense related to the RSUs is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period. Expense related to the ~~Performance~~performance ~~Awards~~shares and performance-vesting RSUs is recognized under the graded vesting method over the requisite service period of the award, which results in the recognition of a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period. We evaluate the probability of performance attainment, estimate the number of shares of common stock that will be granted, and record the expense accordingly.

38We recognize compensation expense related to stock option grants that are ultimately expected to vest and shares issued under the Employee Stock Purchase Plan (“ESPP”) based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. Expense related to stock options is recognized on a straight-line basis over the requisite service period, which generally equals the vesting period. Expense related to shares issued under the ESPP is recognized on a straight-line basis over the offering period.

~~larger~~The ~~portion~~date of grant is the ~~expense~~date ~~during~~at ~~the~~which ~~beginning~~we reach a mutual understanding of the ~~vesting~~key ~~period~~terms ~~than~~and inconditions of the ~~end~~award ofwith the ~~vesting~~employee, ~~period.~~appropriate Weapprovals ~~evaluate~~are ~~the~~received ~~probability~~by ofthe ~~performance~~equity ~~attainment~~incentive ~~and~~committee ~~estimate~~of the ~~probable~~board ~~number~~ of ~~shares~~directors, ofand ~~common~~we ~~stock~~become ~~that~~contingently ~~will~~obligated beto ~~granted~~issue ~~and~~equity ~~records~~instruments to the ~~expense~~employee ~~accordingly,~~who ifrenders ~~probable~~the requisite service.

We ~~recognize~~estimate ~~compensation~~potential ~~expense~~forfeitures ~~related~~of to stock ~~option~~ grants ~~that~~and ~~are~~adjust ~~ultimately~~recorded ~~expected~~compensation tocost ~~vest~~accordingly. The estimate of forfeitures is based on ~~estimated~~historical ~~fair~~experience ~~values~~and onis adjusted over the ~~date~~requisite ofservice ~~grant~~period ~~using~~to the ~~Black-Scholes~~extent ~~option-pricing~~that ~~model.~~actual ~~Such~~forfeitures ~~expense~~differ, isor ~~recognized~~are onexpected ato ~~straight-line~~differ, ~~basis~~from ~~over~~ the ~~requisite~~prior ~~service~~estimates. Changes in estimated forfeitures will be recognized in the period of change and will impact the ~~award,~~amount ~~which~~of ~~generally~~stock-based ~~equals~~compensation ~~the~~expense ~~vesting~~to ~~period~~be recognized in future periods.

The date of grant is the date at which we and the employee reach a mutual understanding of the key terms and conditions of the award, appropriate approvals are received by the equity incentive committee of the board of directors and we become contingently obligated to issue equity instruments to the employee who renders the requisite service.Goodwill

We ~~estimate~~record ~~potential~~goodwill ~~forfeitures~~in ofa ~~stock~~business ~~grants~~combination ~~and~~when ~~adjust~~the ~~recorded~~consideration ~~compensation~~paid ~~cost~~exceeds ~~accordingly.~~the ~~The~~fair ~~estimate~~value of ~~forfeitures~~the isidentifiable ~~based~~net onassets ~~historical~~acquired. ~~experience~~Goodwill ~~and~~is not amortized but is ~~adjusted~~tested ~~over~~for ~~the~~impairment ~~requisite~~at ~~service~~least ~~period~~annually, toor ~~the~~whenever ~~extent~~changes in circumstances indicate that ~~actual~~the ~~forfeitures~~fair ~~differ,~~value orof ~~are~~a ~~expected~~reporting tounit ~~differ~~is less than its carrying amount, ~~from~~including goodwill. The annual test is performed at the ~~prior~~reporting ~~estimates~~unit level using a fair-value based approach. ~~Changes~~Our inoperations ~~estimated~~are ~~forfeitures~~organized ~~will~~as beone ~~recognized~~reporting inunit. ~~the~~In ~~period~~testing for a potential impairment of ~~change~~goodwill, ~~and~~we ~~will~~first ~~impact~~compare the ~~amount~~net aggregate carrying value of ~~stock-based~~assets ~~compensation~~and ~~expense~~liabilities to beour ~~recognized~~aggregate inestimated ~~future~~fair ~~periods~~value. If estimated fair value is less than carrying value, ~~which~~then ~~could~~potential beimpairment ~~material~~exists. ifImpairment ~~actual~~is ~~results~~equivalent ~~differ~~to ~~significantly~~any ~~from~~excess ~~our~~of ~~estimates~~goodwill carrying value over its implied fair value.

~~Please~~The ~~refer~~process toof ~~Note~~evaluating ~~11 in~~ the ~~Notes~~potential toimpairment ~~Consolidated~~of ~~Financial~~goodwill ~~Statements~~requires ~~for~~significant ~~the~~judgment ~~assumptions~~at ~~used~~many inpoints during the ~~Black-Scholes~~analysis, ~~option-pricing~~including ~~model~~calculating ~~relating~~fair tovalue ~~stock~~of ~~options~~the inreporting ~~the~~unit ~~years~~based ~~ended~~on ~~December~~estimated ~~31,~~future ~~2017,~~cash ~~2016~~flows and ~~2015~~discount rates to be applied.

~~Goodwill and~~ Intangible Assets

~~Goodwill~~Intangible ~~and intangible~~ assets are stated at cost less accumulated amortization~~, as appropriate~~. Intangible assets include developed technology, trade names, customer relationships, and order backlog. Intangible assets with finite lives are amortized on a straight-line basis over the estimated periods of benefit, generally two to ten years. Goodwill and intangible assets with indefinite lives are not amortized but tested for impairment at least annually, or whenever changes in circumstances indicate that the carrying amount of the goodwill or indefinite-lived intangible assets may not be recoverable. Intangible assets with finite lives are tested for impairment whenever changes in circumstances indicate that the carrying amount of the finite-lived intangible assets may not be recoverable. On January 1, 2017, we early adopted “ASU” No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The standard eliminated Step 2 from the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment tests are performed at the reporting unit level, which is the company as ~~a whole, using the fair-value approach.~~follows:

An impairment loss on finite lived intangible assets would be recognized when the sum of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. Cash flow assumptions are based on historical and forecasted revenue, operating costs, and other relevant factors. Intangible asset impairment tests consist of a comparison of the fair value of an intangible asset with its carrying amount.



Developed technology	2-8 years
Trade names with finite lives	2-3 years
Customer relationships	4-10 years
Order backlog	1 year

~~There was no impairment of goodwill and intangible assets in 2017 and 2016.~~36

The AllRegs tradename is the only intangible asset with an indefinite useful life. We evaluate the remaining useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. We test intangible assets with indefinite lives at least annually or if events or circumstances indicate that such assets might be impaired. If potential impairment exists, the amount of any impairment is calculated by using a discounted cash flow model, which is based on the assumptions we believe hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.

We evaluate our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets or asset groups are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amounts of the assets or asset groups exceed the fair value of the assets or asset groups. Assets to be disposed of are reported at the lower of the carrying amount and fair value less costs to sell.

Fair Value Measurement of Financial Instruments

~~All~~We ofinvest ~~our~~excess ~~investments~~cash ~~that~~primarily ~~have~~in ~~maturities~~money ofmarket ~~greater~~funds ~~than~~and 90investment-grade, ~~days~~fixed ~~are~~maturity ~~classified~~interest-bearing debt securities, such as ~~available-for-sale~~certificates ~~and~~of ~~are~~deposit, ~~carried~~commercial atpaper, ~~fair~~corporate ~~value.~~bonds, ~~Fair~~municipal ~~value~~and isgovernment ~~determined~~agency ~~based~~obligations, onand ~~quoted~~guaranteed ~~market~~obligations ~~rates~~of ~~when~~the ~~observable~~U.S. orgovernment. ~~utilizing~~All ~~data~~of ~~points~~our investments that ~~are~~have ~~observable,~~maturities ~~such~~of asgreater ~~quoted~~than ~~prices,~~90 ~~interest~~days ~~rates,~~are classified as available-for-sale and ~~yield~~are ~~curves~~carried at fair value. The cost of available-for-sale investments sold is based on the specific identification method. Unrealized gains and losses on available-for-sale investments are reported in stockholders’ equity as accumulated other comprehensive income (loss). Realized gains and losses are included in other income (expense), net. Interest and dividends are included in other income (expense), net when they are earned.

AtFair ~~December 31,~~value ~~2017,~~is ~~our~~defined ~~financial~~as ~~instruments~~the ~~are~~price ~~measured~~that ~~and~~would ~~recorded~~be atreceived ~~fair~~from ~~value~~selling onan aasset ~~recurring~~or ~~basis.~~paid ~~When~~to ~~determining~~transfer ~~fair~~a ~~value,~~liability ~~we consider the principal or most advantageous market~~ in ~~which~~an weorderly ~~would~~transaction ~~transact,~~between ~~and we consider assumptions that~~ market participants ~~would~~at ~~use when pricing~~ the ~~asset~~measurement ~~or liability~~date. ~~For further information, see “~~Fair ~~Value~~value ~~Measurement~~measurements ofare ~~Financial~~classified ~~Instruments”~~and disclosed in ~~Notes~~one ~~2 and 4~~ of the ~~Notes~~following tothree ~~Consolidated Financial Statements.~~categories:

~~Our money market funds and marketable debt instruments are measured and recorded at fair value on a recurring basis and classified as~~ Level 1, ~~and~~— ~~were~~Valuations ~~classified~~based ason ~~such~~quoted ~~due to the use of observable market~~ prices ~~for identical securities that are traded~~ in active markets. ~~Management judgment was required to determine the levels~~ for ~~the~~identical ~~frequency~~assets ofor ~~transactions that should be met for a market to be considered active~~liabilities. ~~Our assessment of an active market for our marketable debt instruments includes taking into consideration the number of days each individual instrument trades over a specified period.~~

39Level 2 — Valuations based on other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities.

We classify our money market funds and U.S. government obligations as Level 1 instruments due to the use of observable market prices for identical securities that are traded in active markets.

When we use observable market prices for identical securities that are traded in less active markets, we classify our marketable financial instruments as Level 2. When observable market prices for identical securities are not available, we price our marketable financial instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and, to a lesser degree, unobservable market inputs. We corroborate non-binding market consensus prices with observable market data as such data exists.

We had no investments classified as Level 3 as of December 31, ~~2017~~2018, ~~2016~~2017, and ~~2015~~2016.

~~Deferred~~The ~~Commissions~~fair values of our cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to the short maturities of the instruments. The fair value of our capital lease obligations approximates the carrying value due to the terms continuing to approximate prevailing market terms.

Deferred commission expenses are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to our direct sales force. Commissions are calculated based on a percentage of the revenues for the non-cancelable term of subscription contracts, which are typically 1 to 5 years.37

~~The~~Deferred ~~deferred~~Contract ~~commission expense amounts are recoverable through the future revenue streams under the non-cancelable customer contracts.~~Costs

Deferred contract costs mainly consist of sales commissions and related fringe benefits that are incremental costs of obtaining contracts with customers, as well as partners’ referral fees. We amortize the costs incurred on initial contracts on a straight-line basis over an estimated period of benefit of approximately five years. The period of benefit is determined based on a review of customer churn rates and technological lifecycles of the underlying product offerings. All deferred contract costs on renewal contracts are amortized on a straight-line basis over the applicable renewal period. Additionally, we exercise the practical expedient to expense commissions on arrangements in which the amortization period is expected to be one year or less. Deferred contract costs that will be recognized during the succeeding 12-month period are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as deposits and other long-term assets.

Software and Website Development Costs

We capitalize internal and external costs incurred to develop internal-use software and website applications. Capitalized internal costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing the software or website application, and depreciation of assets used in the development process. Capitalized external costs include third-party consultants involved in the development process, as well as other direct costs incurred ~~as part of the development process~~therein.

Capitalization of costs begins when the preliminary project stage has been completed, management authorizes and commits to funding a project and it is probable that the project will be completed and the software or website application will be used to perform the function intended. Internal and external costs incurred as part of the preliminary project stage are expensed as incurred.

Capitalization ceases at the point at which the project is substantially complete and ready for its intended use. Internal and external training costs and maintenance costs during the post-implementation operation stage are expensed as incurred.

Internal-developed core software is amortized on a straight-line basis over its estimated useful life, ~~generally~~of ~~three to~~ five years. Amortization of product related internal-use software and website applications is ~~typically~~ recorded toin cost of revenues, and amortization of other internal-use software and website applications is ~~typically~~ recorded to the operating expense line to which it most closely relates. ~~Our~~We ~~management~~evaluate ~~evaluates~~ the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized costs are included in ~~the~~ property and equipment, net ~~line~~on inour ~~the accompanying consolidated~~ balance ~~sheets~~sheet. ~~For the years ended December 31, 2017, 2016, and 2015, we capitalized software and website application development costs of $64.6 million, $38.5 million, and $29.4 million, respectively.~~

4038

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands)
Revenues	$	~~417~~480,~~042~~266		$	~~360~~417,~~285~~042		$	~~253~~360,~~937~~285
Cost of revenues(1)	160,910			120,145			84,208
Cost of revenues (1)	199,925			160,910			120,145
Gross profit	~~256~~280,~~132~~341			~~240~~256,~~140~~132			~~169~~240,~~729~~140
Operating expenses:
Sales and marketing(1)	65,042			54,704			38,208
Sales and marketing (1)	84,234			65,042			54,704
Research and development(1)	69,266			58,501			40,451
Research and development (1)	88,150			69,266			58,501
General and administrative(1)	79,686			71,318			57,212
General and administrative (1)	97,077			79,686			71,318
Total operating expenses	~~213~~269,~~994~~461			~~184~~213,~~523~~994			~~135~~184,~~871~~523
Income from operations	4210,~~138~~880			5542,~~617~~138			3355,~~858~~617
Other income, net	3,~~256~~920			~~989~~3,256			~~619~~989
Income before income taxes	4514,~~394~~800			5645,~~606~~394			3456,~~477~~606
Income tax provision (benefit)	(7,~~456~~775		)	18(7,~~830~~456		)	1218,~~219~~830
Net income	$	5222,~~850~~575		$	3752,~~776~~850		$	2237,~~258~~776

(1)	Stock-based compensation included in the above line items:
(1) Amounts in the above line items include stock-based compensation as follows:
		Year ended December 31,
	Year Ended December 31,
		2017			2016			2015
	2018			2017			2016
	(in thousands)	~~(in thousands)~~
Cost of revenues	~~Cost of revenues~~$	$8,758	~~6,786~~	$	$6,786	~~4,835~~	$	$4,835	~~3,218~~
Sales and marketing	~~Sales and marketing~~7,396	~~5,223~~		5,223	~~4,429~~		4,429	~~2,752~~
Research and development	~~Research and development~~8,879	~~8,281~~		8,281	~~7,296~~		7,296	~~5,431~~
General and administrative	~~General and administrative~~14,942	~~14,177~~		14,177	~~14,911~~		14,911	~~12,840~~
	$	$39,975	~~34,467~~	$	$34,467	~~31,471~~	$	$31,471	~~24,241~~

		Year ended December 31,
	Year Ended December 31,
		2017			2016			2015
	2018			2017			2016
	(as a percentage of revenues)	~~(as a percentage of revenues)~~
Revenues	~~Revenues~~100.0	~~100.0~~%	%	100.0	~~100.0~~%	%	100.0	~~100.0~~%	%
Cost of revenues	~~Cost of revenues~~41.6	~~38.6~~		38.6	~~33.3~~		33.3	~~33.2~~
Gross profit	~~Gross profit~~58.4	~~61.4~~		61.4	~~66.7~~		66.7	~~66.8~~
Operating expenses:	~~Operating expenses:~~
Sales and marketing	~~Sales and marketing~~17.5	~~15.6~~		15.6	~~15.2~~		15.2	~~15.0~~
Research and development	~~Research and development~~18.4	~~16.6~~		16.6	~~16.2~~		16.2	~~15.9~~
General and administrative	~~General and administrative~~20.2	~~19.1~~		19.1	~~19.8~~		19.8	~~22.5~~
		51.3			51.2			53.4
Total operating expenses	56.1			51.3			51.2
Income from operations	~~Income from operations~~2.3	~~10.1~~		10.1	~~15.5~~		15.5	~~13.4~~
Other income, net	~~Other income, net~~0.8	~~0.8~~		0.8	~~0.3~~		0.3	~~0.2~~
Income before income taxes	~~Income before income taxes~~3.1	~~10.9~~		10.9	~~15.8~~		15.8	~~13.6~~
Income tax provision (benefit)	~~Income tax provision~~ (~~benefit)~~1.6	~~(1.8~~)	)	(1.8	~~5.3~~)		5.3	~~4.8~~
Net income	~~Net income~~4.7	~~12.7~~%	%	12.7	~~10.5~~%	%	10.5	~~8.8~~%	%

4139

Revenues

	Year ended December 31,
	Year Ended December 31,
	2017		2016		2015
	2018		2017		2016
	(in thousands)
Revenues	$	~~417~~480,~~042~~266	$	~~360~~417,~~285~~042	$	~~253~~360,~~937~~285

Year Ended December 31, ~~2017~~2018 Compared to Year Ended December 31, ~~2016~~2017. Total revenues increased $5663.82 million, or 15.82%, for the year ended December 31, ~~2017~~2018 as compared to the same period of ~~2016~~2017. ~~This~~ The increase ~~was primarily driven by a 12.4% increase~~ in ~~contracted~~revenues ~~users~~is asprimarily ofdue ~~December 31, 2017 compared~~ to the ~~same~~inclusion ~~period~~of ina ~~2016,~~full ~~partially~~year ~~offset~~of ~~by lower mortgage origination volumes driven mainly by an industry-wide decrease in refinancings. Encompass~~ revenues ~~increased~~from ~~$28.2~~Velocify ~~million,~~which ~~mainly~~we ~~attributable~~acquired toon aOctober ~~$48.0 million, or 32.~~2%, ~~increase~~2017 inas ~~base~~well ~~fees,~~as ~~partially~~increased ~~offset~~adoption ~~by a decrease~~ of ~~$19.8 million in additional closed loan fees, which are assessed for loans closed in excess of base fees under~~ our ~~Success-Based~~service ~~Pricing~~offerings ~~model.~~and ~~Significantly~~a ~~lower~~larger ~~refinance origination volumes had the effect of reducing closed loans per average active~~ user ~~in 2017 as compared to same period in 2016~~base.

~~The~~Year ~~increase~~Ended inDecember ~~implementation~~31, ~~services~~2017 ~~and~~Compared ~~use~~to ofYear ~~training~~Ended ~~and~~December ~~other~~31, ~~technical~~2016. Total ~~support offerings also contributed to a~~ revenues increased $1056.98 million, ~~increase in revenues from professional services~~or 15. ~~Additionally~~8%, wefor ~~had~~the year aended ~~$14.9~~December ~~million~~31, 2017 as ~~increase~~compared ~~from~~to ~~other~~the ~~software~~same ~~and~~period ~~services and a $3~~of 2016.3 ~~million~~ The increase in ~~network~~ revenues ~~from~~is primarily due to increased adoption of our service offerings ~~with~~including ~~third-party~~Velocify ~~providers~~and a larger user base.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015. Total revenues increased $106.3 million, or 41.9%, for the year ended December 31, 2016 as compared to the same period of 2015. This increase was primarily driven by a $70.8 million increase in Encompass revenue. The increase in Encompass revenue was partially attributable to a $44.3 million, or 42.3%, increase in base fees due to a 29.9% increase in contracted users as of December 31, 2016 compared to the same period in 2015, and an increase of $26.5 million in closed loan fees, which are assessed for loans closed in excess of base fees under our Success-Based Pricing model. The closed loan fee increase was primarily driven by an increase in contracted users and by higher mortgage origination volumes.

Similarly, the increase in mortgage origination volumes, contracted users and new customers also contributed to a $14.5 million increase in revenues from network transactions due to increased network usage of third party Credit, Flood, Appraisal, and Title services to process loans, a $10.5 million increase in revenues from professional services, driven primarily by implementation and training services provided to new customers, a $15.1 million increase in revenues from other software and services due to increased usage by Encompass users and prior period acquisitions.

Gross Profit

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands except percentages)
	(in thousands, except percentages)
Gross profit	$	~~256~~280,~~132~~341		$	~~240~~256,~~140~~132		$	~~169~~240,~~729~~140
Gross margin	6158.4		%	6661.74		%	66.87		%

Year Ended December 31, ~~2017~~2018 Compared to Year Ended December 31, ~~2016~~2017. Gross profit increased by $1624.02 million and gross margin decreased by 5.3.0 percentage points during the year ended December 31, ~~2017~~2018 as compared to the same period in ~~2016~~2017. ~~Revenues increased by $56.8 million and cost of revenues increased by $40.8 million.~~ The ~~decrease~~increase in ~~gross~~costs ~~margin~~ was primarily arelated ~~result~~to of an $11.0 million increase in ~~fixed costs associated with the Velocify acquisition,~~ amortization related to ~~internal-use~~intangibles ~~software~~acquired ~~placed~~from ~~into~~the ~~service~~Velocify ~~during 2017~~acquisition, ~~headcount added to our operations and investments we have made to enhance our data centers and data security for our customers. The increase in costs primarily include~~ a $1813.42 million increase in amortization related to internal-use software and ~~intangibles acquired from the Velocify acquisition as well as~~ depreciation related to infrastructure hardware, ~~and~~ a $1210.43 million increase in ~~salaries,~~ employee ~~benefits,~~related ~~and stock-based compensation~~ expenses associated with additional headcount~~. Additionally~~, ~~there~~and ~~was~~ a $57.31 million increase in expenses related to ~~upgrades~~our ~~and~~technology ~~services to data center hardware~~ and ~~technology~~infrastructure services as we increased capacity ~~relating~~in ~~to new customers through~~ our hybrid cloud architecture ~~and~~to ~~there~~accommodate ~~was~~new ~~a $3~~customers.~~1 million increase in third-party royalty expenses as a result of the increased revenues.~~

Year Ended December 31, ~~2016~~2017 Compared to Year Ended December 31, ~~2015~~2016. Gross profit increased by $7016.40 million and gross margin decreased by 0 5.1 3 percentage points during the year ended December 31, ~~2016~~ 2017 as compared to the same period in ~~2015~~ 2016. ~~Revenues~~The ~~increased~~increase byin costs primarily related to an $~~106~~18.34 million increase ~~and~~in ~~cost~~amortization ofrelated ~~revenues~~to ~~increased~~internal-use bysoftware ~~$35.9~~and ~~million.~~intangibles ~~The~~acquired ~~flat~~from ~~gross~~the ~~margin~~Velocify ~~was~~acquisition aas ~~result~~well ofas andepreciation ~~increase~~related into ~~revenue~~infrastructure ~~offset~~hardware, bya $12.4 an million increase in ~~fixed~~salaries, ~~costs~~employee benefits, and stock-based compensation expenses associated with additional headcount, ~~added~~a $5.3 tomillion increase ~~our~~in ~~operations~~expenses ~~and~~related ~~professional~~to upgrades and services ~~organizations~~to data center hardware and ~~investments~~technology as we ~~have~~increased ~~made~~capacity inrelating ~~expanding~~to new customers through our ~~data~~hybrid ~~centers~~cloud architecture, and ~~enhancing~~a ~~data~~$3.1 ~~security~~million increase in ~~for~~third-party ~~our~~royalty ~~customers.~~expenses as a result of the increased revenues.

The increase in costs primarily include a $14.5 million increase in salaries, employee benefits, and stock-based compensation expenses associated with additional headcount for our professional services and customer support organizations in anticipation of continued increasing demand for our software solutions, a $9.0 million increase in third-party royalty expenses as a result of increased revenues, a $7.5 million increase in amortization related to internal-use software and depreciation related to infrastructure hardware, a $4.3 million increase in expenses related to upgrades and services to our data centers’ hardware and technology as we increase capacity relating to new customers, and a $1.0 million increase in third-party services to assist in data security and infrastructure upgrades.

Sales and Marketing

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands except percentages)
	(in thousands, except percentages)
Sales and marketing	$	6584,~~042~~234		$	5465,~~704~~042		$	3854,~~208~~704
Sales and marketing as a % of revenues	1517.65		%	15.26		%	15.02		%

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017. Sales and marketing expenses increased by $19.2 million, or 29.5%, for the year ended December 31, 2018 as compared to the same period in 2017. Sales and marketing expenses as a percentage of revenues increased by 1.9 percentage points. The increase in the sales and marketing expenses was primarily due to an $8.8 million increase in salaries, employee benefits, and stock-based compensation expenses related to increased headcount as we continued to grow our sales and marketing departments in an effort to increase our market share and address anticipated demand for our software solutions, a $4.9 million increase in commissions related to higher amortization of deferred contract costs and reclassification of certain costs to obtain contracts, and a $2.3 million increase in other marketing and promotion expenses, including our user conference and trade shows.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. Sales and marketing expenses increased by $10.3 million, or 18.9%, for the year ended December 31, 2017 as compared to the same period in 2016. Sales and marketing expenses as a percentage of revenues increased by 0.4 percentage points. The increase in the sales and marketing expenses was primarily due to a $6.1 million increase in salaries, employee benefits, and stock-based compensation expenses related to increased headcount as we continued to grow our sales and marketing departments in an effort to increase our market share and address anticipated demand for our software solutions and a $1.8 million increase in other marketing and promotion expenses related to marketing events.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015. Sales and marketing expenses increased by $16.5 million, or 43.2%, for the year ended December 31, 2016 as compared to the same period in 2015. Sales and marketing expenses as a percentage of revenues increased by 0.2 percentage points. The increase in the sales and marketing expenses was primarily due to a $7.9 million increase in salaries, employee benefits, and stock-based compensation expenses related to increased headcount as we continued to grow our sales and marketing departments in an effort to increase our market share and address anticipated demand for our software solutions, a $3.6 million increase in other marketing and promotion expenses, a $2.5 million increase in commissions paid to our sales representatives arising from increased bookings, and a $1.4 million increase in technology, telecom, and travel related expenses.

Research and Development

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands except percentages)
	(in thousands, except percentages)
Research and development	$	6988,~~266~~150		$	5869,~~501~~266		$	4058,~~451~~501
Research and development as a % of revenues	1618.64		%	16.26		%	1516.92		%

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017. Research and development expenses increased by $18.9 million, or 27.3%, for the year ended December 31, 2018 as compared to the same period in 2017. Research and development expenses as a percentage of revenues increased by 1.8 percentage points. The increase in the research and development expenses was primarily driven by salaries, employee benefits, and stock-based compensation expenses related to increased headcount as we continued to invest in our products and services.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. Research and development expenses increased by $10.8 million, or 18.4%, for the year ended December 31, 2017 as compared to the same period in 2016. Research and development expenses as a percentage of revenues increased by 0.4 percentage points. The increase in the research and development expenses was primarily due to an increase in salaries, employee benefits, and stock-based compensation expenses related to increased headcount and fees to contractors as we continued to invest in our products and services.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015. Research and development expenses increased by $18.1 million, or 44.6%, for the year ended December 31, 2016 as compared to the same period in 2015. Research and development expenses as a percentage of revenues increased by 0.3 percentage points. The increase in the research and development expenses was primarily due to an increase in salaries, employee benefits, and stock-based compensation expenses related to increased headcount and fees to contractors as we continued to invest in our products and services.

General and Administrative

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands except percentages)
	(in thousands, except percentages)
General and administrative	$	7997,~~686~~077		$	7179,~~318~~686		$	5771,~~212~~318
General and administrative as a % of revenues	1920.12		%	19.81		%	2219.58		%

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017. General and administrative expenses increased by $17.4 million, or 21.8%, for the year ended December 31, 2018 as compared to the same period in 2017. General and administrative expenses as a percentage of revenues increased by 1.1 percentage points. The increase in the general and administrative expenses was primarily due to a $5.0 million increase in salaries, stock-based compensation, and employee benefits related to increased headcount, a $4.4 million increase in professional services, and a $4.2 million increase in fees to contractors mostly related to the adoption of the new revenue standard.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. General and administrative expenses increased by $8.4 million, or 11.7%, for the year ended December 31, 2017 as compared to the same period in 2016. General and administrative expenses as a percentage of revenues decreased by 0.7 percentage points. The increase in the general and administrative expenses was primarily due to a $4.2 million increase in salaries, stock-based compensation, and employee benefits related to increased headcount and a $1.4 million increase in third-party services related to consulting services.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015. General and administrative expenses increased by $14.1 million, or 24.7%, for the year ended December 31, 2016 as compared to the same period in 2015. General and administrative expenses as a percentage of revenues decreased by 2.7 percentage points. The increase in the general and administrative expenses was primarily due to a $8.5 million increase in salaries, stock-based compensation, and employee benefits related to increased headcount, a $1.9 million increase in third-party services related to system upgrades, a $1.7 million increase related to technology expenses due to increased headcount, and a $1.6 million increase in depreciation and amortization expense related to the release of new systems and depreciation related to internal-use software placed into service.

Other Income, Net

Other income, net ~~includes~~consists ~~imputed~~of interest ~~expense~~income ~~related~~earned toon ~~capital~~investments ~~lease~~and ~~obligations,~~cash ~~interest~~accounts ~~income~~and ~~from~~investment ~~notes~~premium ~~receivable~~accretion, ~~and~~offset ~~investments~~by investment discount amortization, interest expense paid on equipment and ~~realized~~software ~~gains~~leases, and ~~losses~~loss on ~~sales~~the disposal of ~~investments~~fixed assets. Other income, net for the ~~year~~years ended December 31, 2018, 2017, and 2016 was $3.39 million, ~~primarily~~$3.3 ~~due~~million, toand ~~increased investments~~$1.0 ~~The~~million ~~amounts~~respectively, ~~were~~primarily ~~not~~due ~~significant~~to inincreased ~~the~~investments’ ~~years ended December 31, 2016 and 2015~~income.

Income Taxes

We recorded a provision expense (benefit) for income taxes of $(7.58) million, $18(7.85) million, and $1218.28 million for the years ended December 31, 2018, 2017, ~~2016~~ and ~~2015~~2016, respectively. Our effective tax rate for the year ~~2017~~2018 differs from the U.S. statutory federal income tax rate of 3521%, primarily due to the income tax ~~benefit~~benefits from reexcess stock-~~measurement~~based ofcompensation ~~net~~deductions, ~~deferred~~research ~~tax~~and ~~liabilities~~development ~~related~~credits, toand ~~the~~a ~~enacted~~reduction ~~change~~in to the ~~corporate~~state blended income tax rate, inoffset ~~December~~by ~~2017,~~income ~~excess~~ tax ~~benefits~~expense ofrelated ~~stock-based~~to ~~compensation from~~ the ~~adoption~~measurement of ~~ASU~~certain ~~2016-09,~~deferred ~~and~~tax ~~federal~~assets ~~research~~as ~~and~~a ~~development~~result ~~credits~~of the Tax Act.

Our effective tax rate ~~did~~for ~~not~~the ~~significantly~~year ~~differ~~2017 differs from the U.S. statutory federal income tax rate ~~for~~of 35%, primary due to the ~~years~~income ~~ended~~tax ~~December~~benefit ~~31,~~from ~~2016~~re-measurement ~~and~~of ~~2015,~~net ~~although~~deferred ~~there~~tax ~~were~~liabilities ~~offsetting~~related ~~differences~~to ~~between~~the enacted change to the ~~effective~~corporate tax rate ~~and~~in ~~statutory~~December ~~federal~~2017, ~~rate~~excess ~~due~~tax tobenefits ~~non~~of stock-~~deductible~~based ~~items~~compensation ~~and~~from ~~state~~the ~~taxes~~adoption of ASU No. 2016-09, Compensation—Stock ~~offset~~Compensation by(Topic ~~benefits~~718): ~~related~~Improvements to Employee Share-Based Payment Accounting, and federal research and development credits.

~~The~~Our ~~valuation~~effective ~~allowance~~tax ~~increased~~rate byfor ~~$6.8~~the ~~million~~year 2016 inslightly ~~2017,~~differs ~~increased~~from bythe $1U.~~2 million in 2016, and increased by $1~~S.0 ~~million~~statutory infederal ~~2015.~~income Wetax ~~continue~~rate toof ~~maintain~~35%, aprimarily ~~valuation~~due ~~allowance against the deferred tax assets related~~ to ~~certain~~non-deductible ~~state~~expenses ~~research~~ and ~~development~~state ~~tax~~income ~~credits~~taxes, ~~the~~offset realization of which is uncertain as we expect to generate additional credits at a faster rate than we are able to utilize them. We will continue to assess the need for a valuation allowance on deferred tax assets by ~~evaluating~~federal ~~both~~research ~~positive~~ and ~~negative~~development ~~evidence that may exist~~credits. ~~Any~~Refer ~~adjustment~~ to ~~the~~Note ~~deferred~~9 ~~tax~~“Income ~~asset~~Taxes” ~~valuation allowance will be recorded~~ in the ~~income~~Notes ~~statement~~to ~~for~~Financial ~~the~~Statements ~~periods~~for ~~that~~more ~~the~~information ~~adjustment~~about isour ~~determined~~effective totax ~~be required~~rates.

OnThe ~~December~~valuation ~~22,~~allowance ~~2017,~~increased ~~the~~by U$4.S.4 ~~government~~million ~~enacted~~in ~~comprehensive~~2018, ~~tax~~increased ~~legislation~~by ~~commonly~~$6.8 ~~referred~~million toin as2017, ~~The~~and ~~Tax~~increased ~~Act~~by $1.2 ~~The~~million ~~Tax~~in ~~Act~~2016. ~~makes~~The ~~broad~~valuation ~~and~~allowance ~~complex~~is ~~changes~~primarily toagainst the ~~U.S.~~deferred tax ~~code.~~assets ~~Changes~~related ~~impacting~~to ~~the~~certain ~~Company~~state ~~include,~~research ~~but~~and ~~are~~development ~~not~~tax ~~limited~~credits ~~to,~~and ~~(1)~~net ~~reducing~~operating losses, the ~~U.S.~~realization ~~federal~~of ~~corporate~~which ~~tax~~are ~~rate~~uncertain ~~from~~as 35we ~~percent~~expect to 21generate ~~percent;~~additional ~~(2)~~credits ~~eliminating~~at ~~the~~a ~~corporate~~faster ~~alternative~~rate ~~minimum~~than ~~tax~~our ~~(AMT)~~ability ~~and~~to ~~changing~~utilize ~~how~~them. ~~existing~~We ~~AMT~~will ~~credits~~continue ~~can~~to beregularly ~~realized;~~assess ~~(3)~~the ~~creating~~need for a ~~new~~valuation ~~limitation~~allowance on ~~deductible~~deferred ~~interest~~tax ~~expense;~~assets ~~(4)~~by ~~changing~~evaluating ~~rules~~all ~~related~~available toevidence, ~~uses~~both positive and ~~limitations~~negative, ofthat ~~net~~may ~~operating~~exist. ~~loss~~Any ~~carryforwards~~adjustment ~~created~~to inthe deferred tax ~~years~~asset ~~beginning~~valuation ~~after~~allowance ~~December~~will ~~31,~~be ~~2017;~~recorded ~~(5)~~in ~~bonus~~the ~~depreciation~~income ~~that~~statement ~~will allow~~ for ~~full expensing of qualified property; (6)~~ the ~~repeal~~periods ofthat the ~~domestic~~adjustment ~~production~~is ~~activity~~determined ~~deduction;~~to ~~and~~be ~~(7) limitations on the deductibility of certain executive compensation~~required.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ~~(“SAB 118”)~~, which ~~provides~~allows ~~guidance~~companies onto ~~accounting~~record ~~for~~provisional ~~the~~amounts ~~tax~~for ~~effects of~~ the Tax Act. ~~SAB~~during ~~118 provides~~ a measurement period ~~that should~~ not to extend beyond one year ~~from~~of the ~~Tax Act~~ enactment date in order for companies to complete ~~the~~their accounting under ~~FASB Accounting Standards Board (“~~ASC”) 740, Income Taxes ~~(“ASC 740”)~~. In ~~accordance~~December ~~with SAB 118~~2018, awe ~~company~~finalized ~~must~~our ~~reflect~~accounting for the ~~income~~Tax ~~tax~~Act. ~~effects~~Adjustments ofincluded ~~those~~an ~~aspects~~additional of$1.2 ~~the~~million ~~Act~~tax ~~for~~expenses ~~which~~recorded ~~the~~in ~~accounting~~September ~~under~~2018 ~~ASC~~for ~~740 is complete. To~~ the ~~extent~~remeasurement ~~that~~of aour ~~company’s~~deferred ~~accounting~~tax ~~for~~assets ~~certain~~related ~~income~~to ~~tax~~Velocify acquisition.

effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of The Tax Act.

As of December 31, 2017, we have not completed our accounting for the income tax effects of certain elements of the Tax Act. However, in connection with our initial analysis, we recorded a provisional net tax benefit based on reasonable estimates for those tax effects. The provisional net tax benefit is subject to revisions as we complete our analysis of The Tax Act, collect and prepare necessary data, finalize the Velocify purchase accounting, interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service (“IRS”) and FASB. Adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. Our accounting for the tax effects of The Tax Act will be completed during the measurement period.

Our accounting for the following elements of The Tax Act is incomplete. However, we are able to make reasonable estimate of certain effects and, therefore, recorded provisional adjustments as follows:

• The Tax Act reduces the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we have recorded a decrease related to net deferred tax liabilities of $8.6 million, with a corresponding net adjustment to our deferred income tax benefit of $8.6 million for the year ended December 31, 2017.

• The Tax Act creates a new limitation on the deductibility of certain executive compensation and removes the exceptions for performance-based compensation. However, The Tax Act grants a “transition rule” to compensation stemming from written binding contracts entered on or before November 2, 2017. We estimated the tax adjustment related to the “transition rule” is insignificant.

For further discussion of our income tax provision, see Note 8 “Income Taxes” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

As of December 31, ~~2017~~2018, we had cash, cash equivalents, and short-term investments of $~~241~~302.06 million and long-term investments of $~~107~~62.40 million. This balance reflects cash proceeds of approximately $271.4 million from the public offering completed in August 2016 of 3,162,500 shares of common stock, net of underwriting discounts, and offering costs and expenses. Cash and cash equivalents consist of cash, money market ~~accounts~~funds, and highly liquid investments purchased with an original maturity of three months or less. Both short and long-term investments consist of U.S. government notes, and U.S. government agency securities, corporate bonds and obligations, certificates of deposit and municipal obligations.

We believe ~~that~~ our existing cash, cash equivalents, and short-term investments will be sufficient to fund capital expenditures, operating expenses and other cash requirements for at least the next 12 months. We ~~may~~have ~~use~~used our cash and investments to repurchase our stock and may continue to do so in future periods. Acquisitions that we enter into are funded by our cash and investments or may require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

The following table sets forth our ~~statement~~statements of cash flows data for the periods presented:

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
	(in thousands)
Net cash provided by operating activities	$	~~116~~123,~~221~~673		$	~~112~~116,~~899~~221		$	98112,~~617~~899
Net cash used in investing activities	$	(~~329~~65,~~032~~192	)	$	(44329,~~598~~032	)	$	(6644,~~349~~598	)
Net cash provided by (used in) financing activities	$	(3014,~~398~~482	)	$	~~278~~(30,~~210~~398	)	$	~~(24~~278,~~628~~210	)
Net increase (decrease) in cash and cash equivalents	$	~~(243~~43,~~209~~999	)	$	~~346~~(243,~~511~~209	)	$	7346,~~640~~511

Operating Activities

Year Ended December 31, ~~2017~~2018 Compared to Year Ended December 31, ~~2016~~2017. Cash provided by operating activities increased by $37.35 million from $~~112~~116.92 million in ~~2016~~2017 to $~~116~~123.27 million in ~~2017~~2018. InThe increase in ~~the consolidated statements of~~ cash ~~flows, cash~~ provided by operating activities iswas ~~presented~~primarily asdue ~~net~~to ~~income~~increased ~~adjusted~~revenues ~~for non-cash items~~ and ~~changes~~related incash ~~operating~~collections, ~~assets~~partially ~~and~~offset ~~liabilities. Net income increased~~ by ~~$15.1~~higher ~~million~~payments for ~~the~~operating ~~year~~expenses ~~ended~~primarily ~~December~~driven ~~31,~~by ~~2017~~increased asheadcount, ~~compared~~costs related to the ~~same~~integration ~~period in 2016. The net contribution~~ of ~~non-cash~~Velocify, ~~items~~and toan ~~cash~~increase ~~provided~~in byprofessional ~~operating~~and ~~activities~~consulting ~~increased~~services bydue ~~$4.6 million for the year ended December 31, 2017 as compared~~ to the ~~same~~adoption ~~period in 2016. The net contribution~~ of ~~changes~~the innew ~~operating~~revenue ~~assets and liabilities to~~ standard.

4542

~~cash~~Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. Cash provided by operating activities increased ~~decreased~~ by $3.3 million from $16112.49 million in 2016 to $116.2 ~~for~~million in 2017. ~~the~~The increase in ~~year~~cash ~~ended~~provided ~~December~~by 31operating activities was primarily due to increased revenue and related cash collections, ~~2017~~partially asoffset ~~compared~~by higher payments for operating expenses primarily driven by increased headcount and costs related to the ~~same~~integration ~~period~~of ~~in 2016~~Velocify.

The $4.6 million increase in the net contribution of non-cash items to cash provided by operating activities was primarily due to a $16.0 million increase in depreciation/amortization expense from internal-use software, data center equipment, leasehold improvements, and furniture and fixtures placed into service, a $4.0 million increase in amortization of intangible assets as a result of the acquisition of Velocify, and a $3.0 million increase in stock-based compensation expense due to increased headcount, partially offset by a $15.6 million decrease in deferred income taxes related to the deferred tax liabilities from the Velocify acquisition and a $2.7 million decrease due to accretion of investments.

Changes in operating assets and liabilities resulted in a net decrease of $16.4 million to cash provided by operating activities in the year ended December 31, 2017 as compared to the same period in 2016. Our net accounts receivable balance fluctuates from period to period, depending on the amount and timing of sales and billing activity, our customers’ payment method, and cash collections. Additionally, we experienced overall growth in our accounts receivable balance due to increased revenues for the year ended December 31, 2017 as compared to the same period in 2016. The change in prepaid expenses and other current assets was primarily due to the timing of payments for software services and other maintenance. The change in accounts payable and accrued and other liabilities was due to the annual payment of variable compensation costs in March 2017, partially offset by a decrease in annual variable compensation cost accrual for the year ended 2017 as well as the timing of additional liabilities and payments in general, and does not reflect any significant change in the nature of accrued liabilities. The decrease in deferred revenues is primarily the result of the timing of customer payments and the completion of professional services projects.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015. Cash provided by operating activities increased by $14.3 million from $98.6 million in 2015 to $112.9 million in 2016. Net income increased by $15.5 million for the year ended December 31, 2016 as compared to the same period in 2015. The net contribution of non-cash items to cash provided by operating activities increased by $22.6 million for the year ended December 31, 2016 as compared to the same period in 2015. The net contribution of changes in operating assets and liabilities to cash provided by operating activities decreased by $23.8 million for the year ended December 31, 2016 as compared to the same period in 2015.

The $22.6 million increase in the net contribution of non-cash items to cash provided by operating activities was primarily due to a $9.6 million increase in depreciation/amortization expense from internal-use software, data center equipment, leasehold improvements, and furniture and fixtures placed into service, a $7.2 million increase in stock-based compensation expense due to increased headcount, and a $5.5 million increase in deferred income taxes, offset by a $0.6 million change in non-cash impairment loss on intangible assets acquired from MortgageCEO incurred in 2015.

Changes in operating assets and liabilities resulted in a net decrease of $23.8 million to cash provided by operating activities in the year ended December 31, 2016 as compared to the same period in 2015. Our net accounts receivable balance fluctuates from period to period, depending on the amount and timing of sales and billing activity, our customers’ payment method, and cash collections. Additionally, we experienced overall growth in our accounts receivable balance due to increased revenues for the year ended December 31, 2016 as compared to the same period in 2015. The change in prepaid expenses and other current assets was primarily due to the timing of payments for software services and other maintenance. The change in deposits and other assets was due to increased deferred commission expenses associated with continuing sales of our products. The change in accounts payable and accrued and other liabilities was due to an increase in compensation costs associated with increased headcount as well as the timing of additional liabilities and payments in general, and does not reflect any significant change in the nature of accrued liabilities. The increase in deferred revenue is primarily the result of an increase in sales of professional services and timing of customer payments.

Investing Activities

Our primary investing activities have consisted of acquisitions, purchases and maturities of investments, and purchases of property and equipment (including costs incurred to develop internal-use software). Purchases of property and equipment may vary from period to period due to the timing of the expansion of our operations and the timing of our internal-use software projects subject to capitalization. We plan to continue to invest in the expansion of our operations and facilities as well as the next generation Encompass platform, and we intend to continue pursuing strategic acquisitions.

Cash used in investing activities of $~~329~~65.02 million for the year ended December 31, ~~2017~~2018 was primarily the result of $~~119~~24.3 million in ~~cash payments for the Velocify acquisition, $28.4 million in~~ expenditures for purchases of property, including capital improvements to our ~~new~~ corporate headquarters, investments to bolster our infrastructure and enhance our system capacity, reliability, and security, ~~and~~ $5968.59 million in expenditures incurred to develop internal-use software and website applications, including the development of our next generation Encompass ~~platform.~~Digital ~~Additionally~~Lending platform, weand ~~sold net~~ $~~121~~136.92 million in purchases of investments, tooffset ~~fund~~by ~~these expenditures~~$164.0 million in maturities of investments.

46Cash used in investing activities of $329.0 million for the year ended December 31, 2017 was primarily the result of $119.3 million in cash payments for the Velocify acquisition, $28.4 million in expenditures for purchases of property, including capital improvements to our corporate headquarters, investments to bolster our infrastructure and enhance our system capacity, reliability, and security, $59.5 million in expenditures incurred to develop internal-use software and website applications, including the development of our next generation Encompass Digital Lending platform, and $221.4 million in purchases of investments, offset by $99.5 million in maturities of investments.

Cash used in investing activities of $44.6 million for the year ended December 31, 2016 was primarily the result of $25.2 million in expenditures for purchases of property and equipment, including capital improvements to our new corporate headquarters, investments to bolster our infrastructure and enhance our system capacity, reliability, and security, ~~and~~ $35.1 million in expenditures incurred to develop internal-use software and website applications, including the development of our next generation Encompass Digital Lending platform, and $62.5 ~~Additionally,~~million wein ~~sold~~purchases ~~net~~of investments, offset by $1578.72 million toin ~~fund~~sales ~~these~~and ~~expenditures~~maturities of investments.

Cash used in investing activities of $66.3 million for the year ended December 31, 2015 was the result of $52.3 million for purchases of property and equipment and costs incurred to develop internal-use software and website applications and cash payments of $16.4 million for the Mortgage Returns acquisition, offset in part by $2.4 million net proceeds from maturities of investments.

Financing Activities

Financing activities have consisted primarily of cash provided from the exercise of stock options and purchases under the employee stock purchase plan, reduced by the payments related to capital lease obligations, repurchases of common stock, and tax payments related to shares withheld for vested RSUs. In August 2016, we completed a public offering of common stock and sold aapproximately ~~total of~~ 3,~~162,500~~163 thousand shares of our common stock for total cash proceeds of approximately $271.4 million, net of underwriting discounts, and offering costs and expenses of approximately $13.2 million, which will be used for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures. We may also use the net proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. In May 2014, our board of directors approved a stock repurchase program under which we are authorized to repurchase up to $75.0 million of our common stock over a 36-month period which ended in May 2017. We did not repurchase any shares during the first five months of 2017. In August 2017, our audit committee, under the authority delegated to it by our board of directors, approved a ~~new~~ stock repurchase program under which we are authorized to repurchase up to $250.0 million of our common stock, which expires in August 2020. As of December 31, ~~2017~~2018, $~~214~~200.80 million remained available for repurchases. Under the program, purchases may be made from time to time on the open market, and will be funded from available working capital.

Cash used in financing activities of $3014.45 million for the year ended December 31, ~~2017~~2018 consisted primarily of $3514.27 million in common stock repurchases and ~~tax payments of~~ $1319.80 million in tax payments related to shares withheld for vested RSUs, offset by $19.34 million in proceeds from employee stock purchases and the exercise of stock options.

Cash ~~provided~~used byin financing activities of $~~278~~30.24 million for the year ended December 31, ~~2016~~ 2017 consisted primarily of $~~271~~35.42 million in ~~net proceeds from our August 2016 public offering of 3,162,500 shares of~~ common stock, repurchases and $1713.38 million in ~~proceeds from employee stock purchase and exercise of stock options, partially offset by~~ tax payments ~~of $6.0 million~~ related to shares withheld for vested RSUs, ~~payments~~offset ofby $19.3 ~~capital~~million in ~~leases~~proceeds offrom ~~$3.8~~employee ~~million,~~stock purchases and ~~$0.7~~the ~~million~~exercise inof ~~common~~ stock ~~repurchases~~options.

Cash ~~used~~provided inby financing activities of $24278.62 million for the year ended December 31, ~~2015~~ 2016 consisted primarily of $31271.54 million in ~~common~~net ~~stock~~proceeds ~~repurchases,~~from ~~payments~~our onAugust ~~capital~~2016 ~~leases~~public offering of $3,163 thousand shares of common stock, $17.73 million, in ~~and~~proceeds ~~tax~~from ~~payments~~employee stock purchase and exercise of stock options, partially offset by $3.6.0 million in tax payments related to shares withheld for vested RSUs, ~~offset~~payments inof ~~part~~capital byleases of $143.28 million, and $0.7 million in ~~proceeds~~common ~~from the exercise of~~ stock ~~options~~repurchases.

Off Balance Sheet Arrangements

As of December 31, ~~2017~~2018, we had no off-balance sheet arrangements, and operating leases were the only financing arrangements not reported on our ~~consolidated~~ financial statements.

Contractual Obligations

At December 31, ~~2017~~2018, our contractual payment obligations are as follows:

	Payment due by period (as of December 31, 2017)
	Payment due by period (as of December 31, 2018)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Capital lease obligations	$	87308	$	87141	$	—154	$	—13	$	—
Operating lease obligations	9385,~~245~~772		1114,~~718~~553		2425,~~374~~372		22,~~790~~607		3423,~~363~~240
Purchase obligations(1)	6657,~~605~~921		3932,~~745~~335		2625,~~860~~586		—		—
Total	$	~~159~~144,~~937~~001	$	5147,~~550~~029	$	51,~~234~~112	$	22,~~790~~620	$	3423,~~363~~240

________________

(1) Purchase obligations are associated with agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations include non-cancelable contractual obligations for the purchase of goods and services, licenses of third-party software, sponsorships, and construction commitments. Obligations under contracts that we can cancel without a significant penalty are not included in the table above. Refer to Note 10 “Commitments and Contingencies” in the Notes to Financial Statements.

and construction commitments. Obligations under contracts that we can cancel without a significant penalty are not included in the table above. See Note 9 of the Notes to Consolidated Financial Statements.

Recent Accounting Pronouncements

~~See~~Refer to Note 2 “Basis of Presentation and Significant Accounting Policies” in the Notes to ~~Consolidated~~ Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks and inflation.

Interest Rate Fluctuation Risk

We do not have any long-term borrowings.

Our investments include cash, cash equivalents, and both short-term and long-term investments including investment-grade interest-bearing securities, such as ~~money market accounts,~~ certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations, and guaranteed obligations of the U.S. government. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments.

A hypothetical increase in interest rates of 1.0% would have resulted in a decrease in the fair value of our investment portfolio of $21.26 million as of December 31, ~~2017~~2018. The fluctuations in fair value of our investment portfolio reflect only the direct impact of the change in interest rates. Other economic variables, such as equity market fluctuations and changes in relative credit risk, could result in a significantly higher decline in the fair value of our net investment position. For further information on how credit risk is factored into the valuation of our investment portfolio, ~~see~~refer to Note 45 of“Financial Instruments and Fair Value Measurement” in the Notes to ~~Consolidated~~ Financial Statements.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

4844

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements
Index to Financial Statements
	Page
Reports of Independent Registered Public Accounting Firm	5046
Consolidated Balance Sheets as of December 31, 2017 and 2016	52
Balance Sheets as of December 31, 2018 and 2017	49
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015	53
Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017, and 2016	50
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015	54
Statements of Stockholders’ Equity for the Years Ended December 31, 2018, 2017, and 2016	51
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015	55
Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016	52
Notes to Consolidated Financial Statements	57
Notes to Financial Statements	54
Schedule II - Valuation and Qualifying Accounts	8180

All other schedules are omitted because they are not applicable or the required information is shown in the ~~consolidated~~ financial statements or notes thereto.

4945

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Ellie Mae, Inc.

Opinion on the financial statements

We have audited the accompanying ~~consolidated~~ balance sheets of Ellie Mae, Inc. (a Delaware corporation) ~~and subsidiaries~~ (the “Company”) as of December 31, ~~2017~~2018 and ~~2016~~2017, the related ~~consolidated~~ statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2017~~2018, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2018 and ~~2016~~2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017~~2018, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, ~~2017~~2018, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 1, ~~2018~~2019 expressed an ~~unqualified~~adverse opinion.

Adoption of new accounting standard

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for revenue in 2018 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2005.

San Francisco, CACalifornia

March 1, ~~2018~~2019

5046

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Ellie Mae, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Ellie Mae, Inc. (a Delaware corporation) ~~and subsidiaries~~ (the “Company”) as of December 31, ~~2017~~2018, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the ~~Company~~effect ~~maintained,~~of the material weakness described in ~~all~~the ~~material~~following ~~respects~~paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, ~~2017~~2018, based on criteria established in the 2013 Internal Control- Integrated Framework issued by COSO.

WeA ~~also~~material ~~have~~weakness ~~audited~~is a deficiency, or combination of control deficiencies, in ~~accordance~~internal ~~with~~control ~~the~~over ~~standards~~financial ofreporting, ~~the~~such ~~Public~~that ~~Company~~there ~~Accounting~~is ~~Oversight~~a ~~Board~~reasonable ~~(United~~possibility ~~States)~~that ~~(“PCAOB”),~~a material misstatement of the ~~consolidated~~Company’s annual or interim financial statements ofwill ~~the~~not ~~Company~~be asprevented ofor detected on a timely basis. The following material weakness has been identified and ~~for~~included in management’s assessment. Certain of the ~~year~~Company’s ~~ended~~controls ~~December~~related ~~31,~~to ~~2017,~~the ~~and~~adoption ~~our~~of ~~report~~Accounting ~~dated~~Standards ~~March~~Update 1No. 2014-09, ~~2018~~Revenue ~~expressed~~from anContracts ~~unqualified~~with ~~opinion~~Customers on(Topic ~~those~~606) ~~financial~~were ~~statements~~not designed or operating effectively.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements of the Company as of and for the year ended December 31, 2018. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2018 financial statements, and this report does not affect our report dated March 1, 2019 which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting ~~(“Management’s Report”)~~. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting for the portion of Velocify, Inc., a wholly-owned subsidiary, that had not been integrated and whose financial statements reflect total assets and revenues constituting less than 1 and less than 3 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2017. As indicated in Management’s Report, Velocify, Inc. was acquired during October 2017. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of the portions of Velocify, Inc. that had not yet been integrated.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other information

We do not express an opinion or any other form of assurance on Management’s Plan for Remediation of Material Weakness.

/s/ GRANT THORNTON LLP

San Francisco, CACalifornia

March 1, ~~2018~~2019



Ellie Mae, Inc.
BALANCE SHEETS
(in thousands, except per share amounts)

	December 31,
	2018			2017
Assets
Current assets:
Cash and cash equivalents	$	181,697		$	137,698
Short-term investments	120,898			103,345
Accounts receivable, net of allowance for doubtful accounts of $438 and $340 as of December 31, 2018 and December 31, 2017, respectively	43,876			43,121
Prepaid expenses and other current assets	32,905			18,474
Total current assets	379,376			302,638
Property and equipment, net	233,590			186,991
Long-term investments	61,959			107,363
Intangible assets, net	59,486			80,874
Goodwill	141,168			144,451
Deposits and other long-term assets	36,031			9,290
Total assets	$	911,610		$	831,607
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	18,539		$	24,913
Accrued and other current liabilities	39,247			26,188
Contract liabilities	24,357			26,287
Total current liabilities	82,143			77,388
Other long-term liabilities	25,398			18,880
Total liabilities	107,541			96,268
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock, $0.0001 par value per share; 140,000 authorized shares, 34,775 and 34,228 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	4			3
Additional paid-in capital	694,607			649,817
Accumulated other comprehensive loss	(747		)	(880		)
Retained earnings	110,205			86,399
Total stockholders' equity	804,069			735,339
Total liabilities and stockholders' equity	$	911,610		$	831,607

See accompanying notes to these financial statements.



Ellie Mae, Inc.
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share amounts)

	Year Ended December 31,
	2018			2017			2016
Revenues	$	480,266		$	417,042		$	360,285
Cost of revenues	199,925			160,910			120,145
Gross profit	280,341			256,132			240,140
Operating expenses:
Sales and marketing	84,234			65,042			54,704
Research and development	88,150			69,266			58,501
General and administrative	97,077			79,686			71,318
Total operating expenses	269,461			213,994			184,523
Income from operations	10,880			42,138			55,617
Other income, net	3,920			3,256			989
Income before income taxes	14,800			45,394			56,606
Income tax provision (benefit)	(7,775		)	(7,456		)	18,830
Net income	$	22,575		$	52,850		$	37,776
Net income per share of common stock:
Basic	$	0.66		$	1.55		$	1.21
Diluted	$	0.63		$	1.48		$	1.15
Weighted average common shares used in computing net income per share of common stock:
Basic	34,441			34,057			31,180
Diluted	35,787			35,806			32,800

Net income	$	22,575		$	52,850		$	37,776
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) on investments	133			(661		)	38
Comprehensive income	$	22,708		$	52,189		$	37,814

See accompanying notes to these financial statements.

Ellie Mae, Inc.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)



	Common Stock
	Shares		Amount		Additional Paid- in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Stockholders' Equity
Balances, December 31, 2015	29,567		$	3	$	285,342		$	(257	)	$	5,763		$	290,851
Issuance of common stock under stock incentive plans	934		—		10,573			—			—			10,573
Issuance of common stock in public offering, net of issuance costs	3,162		—		271,309			—			—			271,309
Shares withheld for employee taxes related to vested restricted stock units	(71	)	—		(5,976		)	—			—			(5,976		)
Issuance of common stock under employee stock purchase plan	102		—		6,724			—			—			6,724
Stock-based compensation	—		—		34,302			—			—			34,302
Excess tax benefit from stock-based compensation	—		—		9,974			—			—			9,974
Stock repurchase	(8	)	—		(150		)	—			(513		)	(663		)
Unrealized gains on investments	—		—		—			38			—			38
Net income	—		—		—			—			37,776			37,776
Balances, December 31, 2016	33,686		3		612,098			(219		)	43,026			654,908
Issuance of common stock under stock incentive plans	961		—		10,208			—			—			10,208
Shares withheld for employee taxes related to vested restricted stock units	(139	)	—		(13,826		)	—			—			(13,826		)
Issuance of common stock under employee stock purchase plan	121		—		9,098			—			—			9,098
Stock-based compensation	—		—		39,762			—			—			39,762
Stock repurchase	(401	)	—		(7,523		)	—			(27,721		)	(35,244		)
Excess tax benefits cumulative-effect adjustment resulting from the adoption of ASU 2016-09	—		—		—			—			18,244			18,244
Unrealized losses on investments	—		—		—			(661		)	—			(661		)
Net income	—		—		—			—			52,850			52,850
Balances, December 31, 2017	34,228		3		649,817			(880		)	86,399			735,339
Cumulative-effect adjustment resulting from the adoption of Topic 606 (Note 2)	—		—		—			—			12,935			12,935
Balances after the adoption of Topic 606 (Note 2)	34,228		3		649,817			(880		)	99,334			748,274
Issuance of common stock under stock incentive plans	756		1		7,600			—			—			7,601
Shares withheld for employee taxes related to vested restricted stock units	(209	)	—		(19,042		)	—			—			(19,042		)
Issuance of common stock under employee stock purchase plan	159		—		11,784			—			—			11,784
Stock-based compensation	—		—		47,483			—			—			47,483
Stock repurchase	(159	)	—		(3,035		)	—			(11,704		)	(14,739		)
Unrealized gains on investments	—		—		—			133			—			133
Net income	—		—		—			—			22,575			22,575
Balances, December 31, 2018	34,775		$	4	$	694,607		$	(747	)	$	110,205		$	804,069

See accompanying notes to these financial statements.

Ellie Mae, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
	December 31,
	2017			2016
Assets
Current assets:
Cash and cash equivalents	$	137,698		$	380,907
Short-term investments	103,345			41,841
Accounts receivable, net of allowance for doubtful accounts of $340 and $45 as of December 31, 2017 and December 31, 2016, respectively	43,121			39,358
Prepaid expenses and other current assets	18,474			15,209
Total current assets	302,638			477,315
Property and equipment, net	186,991			126,297
Long-term investments	107,363			45,931
Intangible assets, net	80,874			17,289
Deposits and other assets	9,290			10,138
Goodwill	144,451			74,547
Total assets	$	831,607		$	751,517
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	24,913		$	15,942
Accrued and other current liabilities	26,188			39,809
Deferred revenue	26,287			23,126
Total current liabilities	77,388			78,877
Other long-term liabilities	18,880			17,732
Total liabilities	96,268			96,609
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value per share; 140,000,000 authorized shares, 34,227,684 and 33,685,649 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively	3			3
Additional paid-in capital	649,817			612,098
Accumulated other comprehensive loss	(880		)	(219		)
Retained earnings	86,399			43,026
Total stockholders’ equity	735,339			654,908
Total liabilities and stockholders’ equity	$	831,607		$	751,517

See accompanying notes to these consolidated financial statements.

Ellie Mae, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share amounts)
	Year ended December 31,
	2017			2016		2015
Revenues	$	417,042		$	360,285	$	253,937
Cost of revenues	160,910			120,145		84,208
Gross profit	256,132			240,140		169,729
Operating expenses:
Sales and marketing	65,042			54,704		38,208
Research and development	69,266			58,501		40,451
General and administrative	79,686			71,318		57,212
Total operating expenses	213,994			184,523		135,871
Income from operations	42,138			55,617		33,858
Other income, net	3,256			989		619
Income before income taxes	45,394			56,606		34,477
Income tax provision (benefit)	(7,456		)	18,830		12,219
Net income	$	52,850		$	37,776	$	22,258
Net income per share of common stock:
Basic	$	1.55		$	1.21	$	0.76
Diluted	$	1.48		$	1.15	$	0.72
Weighted average common shares used in computing net income per share of common stock:
Basic	34,056,962			31,179,857		29,179,352
Diluted	35,805,524			32,799,785		30,842,584
Net income	$	52,850		$	37,776	$	22,258
Other comprehensive income (loss), net of taxes:
Unrealized gain (loss) on investments	(661		)	38		(162		)
Comprehensive income	$	52,189		$	37,814	$	22,096

See accompanying notes to these consolidated financial statements.

Ellie Mae, Inc.

~~CONSOLIDATED~~ STATEMENTS OF ~~STOCKHOLDERS’~~CASH ~~EQUITY~~FLOWS

								Accumulated
					Additional			Other						Total
	Common Stock				Paid-in			Comprehensive			Retained			Stockholders'
	Shares		Amount		Capital			Income (Loss)			Earnings			Equity
Balances, December 31, 2014	28,907,147		$	3	$	242,527		$	(95	)	$	10,449		$	252,884
Issuance of common stock under stock incentive plans	1,109,013		—		10,094			—			—			10,094
Shares withheld for employee taxes related to vested restricted stock units	(56,797	)	—		(3,552		)	—			—			(3,552		)
Issuance of common stock under employee stock purchase plan	110,598		—		4,105			—			—			4,105
Stock-based compensation	—		—		25,367			—			—			25,367
Excess tax benefit from stock-based compensation	—		—		11,387			—			—			11,387
Stock repurchase	(503,450	)	—		(4,586		)	—			(26,944		)	(31,530		)
Unrealized losses on investments	—		—		—			(162		)	—			(162		)
Net income	—		—		—			—			22,258			22,258
Balances, December 31, 2015	29,566,511		3		285,342			(257		)	5,763			290,851
Issuance of common stock under stock incentive plans	934,234		—		10,573			—			—			10,573
Issuance of common stock in public offering, net of issuance costs	3,162,500		—		271,309			—			—			271,309
Shares withheld for employee taxes related to vested restricted stock units	(71,079	)	—		(5,976		)	—			—			(5,976		)
Issuance of common stock under employee stock purchase plan	101,816		—		6,724			—			—			6,724
Stock-based compensation	—		—		34,302			—			—			34,302
Excess tax benefit from stock-based compensation	—		—		9,974			—			—			9,974
Stock repurchase	(8,333	)	—		(150		)	—			(513		)	(663		)
Unrealized gains on investments	—		—		—			38			—			38
Net income	—		—		—			—			37,776			37,776
Balances, December 31, 2016	33,685,649		3		612,098			(219		)	43,026			654,908
Issuance of common stock under stock incentive plans	961,448		—		10,208			—			—			10,208
Shares withheld for employee taxes related to vested restricted stock units	(139,235	)	—		(13,826		)	—			—			(13,826		)
Issuance of common stock under employee stock purchase plan	121,010		—		9,098			—			—			9,098
Stock-based compensation	—		—		39,762			—			—			39,762
Stock repurchase	(401,188	)	—		(7,523		)	—			(27,721		)	(35,244		)
Excess tax benefits cumulative-effect adjustment resulting from the adoption of ASU 2016-09 (Note 2)	—		—		—			—			18,244			18,244
Unrealized losses on investments	—		—		—			(661		)	—			(661		)
Net income			—		—			—			52,850			52,850
Balances, December 31, 2017	34,227,684		$	3	$	649,817		$	(880	)	$	86,399		$	735,339

See accompanying notes to these consolidated financial statements.

Ellie Mae, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5222,~~850~~575		$	3752,~~776~~850		$	2237,~~258~~776
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3650,~~482~~275			2036,~~460~~482			1020,~~842~~460
Amortization of intangible assets	9,515			5,521			5,180
Amortization of acquisition-related intangibles	21,388			9,515			5,521
Impairment loss on intangible assets	—			—			562
Stock-based compensation expense	39,975			34,467			31,471
Legal settlement	—			—			(522		)
Amortization of deferred contract costs	8,927			3,500			2,522
Stock-based compensation expense	34,467			31,471			24,241
Deferred income taxes	(8,238		)	(7,849		)	7,784
Impairment and loss on sale of property and equipment	—			5			97
Other	504			(1,704		)	1,029
Deferred income taxes	(7,849		)	7,784			2,255
Amortization (accretion) of investments	(1,704		)	1,024			1,033
Changes in operating assets and liabilities:
Accounts receivable, net	(~~997~~755		)	(~~10,791~~997		)	(710,~~943~~791		)
Prepaid expenses and other current assets	(2,622		)	(5,334		)	1,381
Prepaid expenses, other current assets, and other long-term assets	(7,503		)	(780		)	(6,378		)
Deposits and other assets	1,088			(3,464		)	(1,985		)
Deferred contract costs	(9,107		)	(4,254		)	(4,942		)
Accounts payable	4(1,~~943~~250		)	34,~~678~~943			~~290~~3,678
Accrued, other current and other liabilities	(11,750		)	17,585			35,079
Accrued liabilities, other current liabilities, and other long-term liabilities	8,779			(11,750		)	17,585
Deferred revenue	1,798			7,184			5,849
Contract liabilities	(1,897		)	1,798			7,184
Net cash provided by operating activities	~~116~~123,~~221~~673			~~112~~116,~~899~~221			98112,~~617~~899
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(2824,~~355~~301		)	(2528,~~191~~355		)	(2425,~~768~~191		)
Acquisition of internal-use software	(5968,~~514~~881		)	(3559,~~097~~514		)	(2735,~~608~~097		)
Proceeds from sale of property and equipment	—			—			58
Purchases of investments	(136,162		)	(221,383		)	(62,533		)
Purchases of investments	(221,383		)	(62,533		)	(60,816		)
Maturities of investments	163,980			99,490			58,223
Maturities of investments	99,490			58,223			63,204
Sale of investments	—			—			20,000
Sale of investments	—			20,000			—
Cash paid for acquisitions, net of cash acquired	—			(119,270		)	—
Cash paid for acquisitions, net of cash acquired	(119,270		)	—			(16,419		)
Other investing activities, net	172			—			—
Net cash used in investing activities	(~~329~~65,~~032~~192		)	(44329,~~598~~032		)	(6644,~~349~~598		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital lease obligations	(~~619~~85		)	(~~3,827~~619		)	(3,~~745~~827		)
Proceeds from issuance of common stock under employee stock plans	19,~~306~~385			1719,~~297~~306			1417,~~199~~297
Proceeds (payment of issuance costs) relating to common stock issued in public offering, net	~~(15~~—		)	~~271,379~~(15		)	—271,379
Payments for repurchase of common stock	(3514,~~244~~740		)	(~~663~~35,244		)	(~~31,530~~663		)
Tax payments related to shares withheld for vested restricted stock units	(1319,~~826~~042		)	(513,~~976~~826		)	(35,~~552~~976		)
Net cash provided by (used in) financing activities	(3014,~~398~~482		)	~~278~~(30,~~210~~398		)	~~(24~~278,~~628~~210		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	~~(243~~43,~~209~~999		)	~~346~~(243,~~511~~209		)	7346,~~640~~511
CASH AND CASH EQUIVALENTS, Beginning of period	~~380~~137,~~907~~698			34380,~~396~~907			2634,~~756~~396
CASH AND CASH EQUIVALENTS, End of period	$	~~137~~181,~~698~~697		$	~~380~~137,~~907~~698		$	34380,~~396~~907

5552

Ellie Mae, Inc.

~~CONSOLIDATED~~ STATEMENTS OF CASH FLOWS - (continued)

(in thousands)

	Year ended December 31,
	Year Ended December 31,
	2017			2016			2015
	2018			2017			2016
Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~515~~509		$	~~294~~515		$	~~133~~294
Cash paid for (refunded from) income taxes	$	~~(1,299~~216	)	$	~~267~~(1,299	)	$	~~104~~267
Supplemental disclosure of non-cash investing and financing activities:
Fixed asset purchases not yet paid	$	93,~~114~~990		$	59,~~945~~114		$	35,~~662~~945
Stock-based compensation capitalized to property and equipment	$	57,~~295~~508		$	25,~~831~~295		$	12,~~126~~831
Acquisition of property and equipment under capital leases	$	—288		$	—		$	~~6,998~~—

See accompanying notes to these ~~consolidated~~ financial statements.

5653

Ellie Mae, Inc.

NOTES TO ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

NOTE 1—Description of Business

Ellie Mae, Inc. (“Ellie Mae” and the “Company”) is athe leading cloud-based platform provider for the mortgage finance industry. The Company’s technology solutions enable lenders to originate and close residential mortgage loans. Banks, credit unions, and mortgage lenders use the Company’s Encompass® all-in-one mortgage management solution (“Encompass”) to originate and fund mortgages and improve compliance, loan quality, and efficiency.

NOTE 2—Basis of Presentation and Significant Accounting Policies

Principles of Consolidation

The presentation of the financial statements in this Annual Report on Form 10-K reflects the merger of all wholly-owned subsidiaries of the Company with and into the Company effective December 31, 2017. The Balance Sheet as of December 31, 2017, and the related Statements of Comprehensive Income, Stockholders’ Equity, and Cash Flows for the years ended December 31, 2017 and 2016 are consolidated with Ellie Mae’s then-subsidiaries Velocify, Inc., Mavent Holdings Inc. and Mavent Inc. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Certain prior period amounts reported in the Company’s financial statements have been reclassified to conform to current period presentation.

Applicable Accounting Guidance

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative generally accepted accounting principles in the United States (“U.S. GAAP”), as found in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

Use of Estimates

The preparation of ~~consolidated~~ financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates estimates on a regular basis including those relating to ~~revenue~~the ~~recognition~~transaction price of customer contracts, constraints of variable consideration, allowance for doubtful accounts, goodwill, intangible assets, valuation of deferred income taxes, stock-based compensation, and unrecognized tax benefits, among others. Actual results could differ from those estimates and such differences may have a material impact on the Company’s ~~consolidated~~ financial statements and footnotes.

Segment Information

The Company operates in one industry—mortgage-related software and services. The Company’s chief operating decision maker is its chief executive officer, who makes decisions about resource allocation and reviews financial information presented onas a ~~consolidated~~single ~~basis~~segment. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure, specifically, technology-enabled solutions to help streamline and automate the residential mortgage origination process in the United States.

Cash and Cash Equivalents

All highly liquid investments with original maturities of 90 days or less are considered to be cash equivalents. Cash equivalents ~~are~~primarily ~~recorded~~consist atof ~~cost~~money market funds, ~~which~~government ~~approximates~~agency ~~fair~~obligations, ~~value~~and guaranteed obligations of the U.S. government.

Fair Value Measurement of Financial Instruments

The Company invests excess cash primarily in money market funds and investment-grade, fixed maturity interest-bearing debt securities, such as ~~money market accounts,~~ certificates of deposit, commercial paper, corporate bonds, municipal and government agency obligations, and guaranteed obligations of the U.S. government. All of the Company’s investments that have maturities of greater than 90 days are classified as available-for-sale and are carried at fair value. For the Company’s remaining financial instruments, fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates, and yield curves. The cost of available-for-sale investments sold is based on the specific identification method. Unrealized gains and losses on available-for-sale investments are reported in stockholders’ equity as accumulated other comprehensive income (loss). Realized gains and losses are included in other income (expense), net. Interest and dividends are included in other income (expense), net when they are earned.

5754

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following three categories:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations based on other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

The ~~fair values of the~~ Company’s cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to the short maturities of the instruments. The fair value of the Company’s capital lease obligations approximates the carrying value due to the terms continuing to approximate prevailing market terms. The Company classifies its money market funds ~~that are specifically backed by debt securities~~ and U.S. government obligations as Level 1 instruments, due to the use of observable market prices for identical securities that are traded in active markets.

When the Company uses observable market prices for identical securities that are traded in less active markets, the Company classifies its marketable financial instruments as Level 2. When observable market prices for identical securities are not available, the Company prices its marketable financial instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs ~~and, to a lesser degree, unobservable market inputs~~. The Company corroborates non-binding market consensus prices with observable market data as such data exists.

The fair values of the Company’s cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to the short maturities of the instruments. The fair value of the Company’s capital lease obligations approximates the carrying value due to the terms continuing to approximate prevailing market terms.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable consist of amounts billed to customers in connection with sale of services. The Company analyzes individual trade accounts receivable by considering historical bad debts, customer creditworthiness, current economic trends, changes in customer payment terms, and collection trends when evaluating the adequacy of the allowance for doubtful accounts. Allowances for doubtful accounts are recognized in the period in which the associated receivable balance is not considered recoverable. Any change in the assumptions used in analyzing accounts receivable may result in changes to the allowance for doubtful accounts and is recognized in the period in which the change occurs. The Company writes off a receivable when all rights, remedies, and recourse against the account and its principals are exhausted and records a benefit when previously reserved accounts are collected.

Concentration of Credit Risk

The financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company’s cash and cash equivalents are deposited with major financial institutions in the United States. At times, such deposits may be in excess of federally insured limits. Management believes that the Company’s investments in cash equivalents and available-for-sale investments are financially sound. The Company’s accounts receivable are derived from revenue earned from customers located in the United States. The Company had no customers that represented 10% or more of revenues for the years ended December 31, 2018, 2017, ~~2016~~ and ~~2015~~2016. No customer represented more than 10% of accounts receivable as of December 31, ~~2017~~2018 and ~~2016~~2017.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which is generally three to seven years. Leasehold improvements are amortized on a straight-line basis over their estimated useful lives or over the term of the lease, whichever is shorter.

Software and Website Development Costs

The Company capitalizes internal and external costs incurred to develop internal-use software and website applications. Capitalized internal costs include salaries, benefits, and stock-based compensation charges for employees that are directly involved in developing the software or website application, and depreciation of assets used in the development process. Capitalized external costs include third-party consultants involved in the development process, as well as other direct costs incurred therein.

5855

Internal-developed core software is amortized on a straight-line basis over its estimated useful life, ~~generally~~of ~~three to~~ five years. Amortization of product related internal-use software and website applications is typically recorded to cost of revenues, and amortization of other internal-use software and website applications is typically recorded to the operating expense line to which it most closely relates. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized costs are included in property and equipment, net inon the ~~accompanying consolidated~~ balance ~~sheets~~sheet. ~~For the years ended December 31, 2017, 2016 and 2015, the Company capitalized software and website application development costs of $64.6 million, $38.5 million and $29.4 million, respectively.~~

Business Combinations

The Company recognizes and measures the identifiable assets acquired in a business combination, the liabilities assumed, and any non-controlling interest in the acquiree, at their fair values as of the acquisition date. The Company recognizes contingent consideration arrangements at their acquisition-date fair values with subsequent changes in fair value reflected in earnings, recognizes pre-acquisition loss and gain contingencies at their acquisition-date fair values, capitalizes in-process research and development assets, and expenses acquisition-related transaction costs as incurred. Due to the inherent uncertainty in the estimates and assumptions used by the Company in its fair value measurements, recorded amounts may be subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any subsequent adjustments, including changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period, are recognized in current period earnings.

Goodwill

The Company records goodwill in a business combination when the consideration paid exceeds the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually, or whenever changes in circumstances indicate that the fair value of a reporting unit is less than its carrying amount, including goodwill. The annual test is performed at the reporting unit level using a fair-value based approach. The Company’s operations are organized as one reporting unit. In testing for a potential impairment of goodwill, the Company first compares the net aggregate carrying value of assets and liabilities to the aggregate estimated fair value of the Company. If estimated fair value is less than carrying value, then potential impairment exists. ~~On January 1, 2017, the Company early adopted Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill~~ Impairment ~~(“ASU 2017-04”). The standard eliminated Step 2 from the goodwill impairment test, which requires a hypothetical purchase price allocation. Impairment~~ is equivalent to any excess of goodwill carrying value over its implied fair value. ~~There were no impairment charges related to goodwill during the years ended December 31, 2017, 2016 and 2015.~~

The process of evaluating the potential impairment of goodwill requires significant judgment at many points during the analysis, including calculating fair value of the reporting unit based on estimated future cash flows and discount rates to be applied.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets include developed technology, trade names, customer relationships, and order backlog. Intangible assets with finite lives are amortized on a straight-line basis over the estimated periods of benefit, as follows:



Developed technology	2-8 years
Trade names with finite lives	2-3 years
Customer relationships	4-10 years
Order backlog	1 year

The AllRegs tradename is the only intangible asset with an indefinite useful life. The Company evaluates the remaining useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests intangible assets with indefinite lives at least annually or if events or circumstances indicate that such assets might be impaired. If potential impairment exists, the amount of any impairment is calculated by using a discounted cash flow model, which is based on the assumptions the Company believes hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.

5956

by using a discounted cash flow model, which is based on the assumptions the Company believe hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.

The Company evaluates its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets or asset groups are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amounts of the assets or asset groups exceed the fair value of the assets or asset groups. Assets to be disposed of are reported at the lower of the carrying amount and fair value less costs to sell.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for indications of possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~There has been no loss on impairment or disposal of long-lived assets.~~

Revenue Recognition

The Company ~~generates~~applies ~~revenue~~the ~~primarily~~provisions ~~from~~of ~~transaction-based~~ASU ~~fees~~No. ~~and~~2014-09, ~~fees~~Revenue ~~for~~from ~~software~~Contracts ~~and~~with ~~related~~Customers (“ASU ~~services~~2014-09”), ~~including~~as ~~its~~amended (“Topic ~~annual~~606”) ~~user~~for ~~conference~~revenue ~~and~~recognition ~~fees~~on ~~from~~contracts ~~professional~~with ~~services~~customers. ~~Our~~Pursuant ~~revenues~~to ~~are~~Topic ~~generated~~606, ~~from~~ the ~~company-hosted~~Company ~~Encompass~~recognizes ~~Software~~revenues ~~subscriptions~~under ~~that customers access through~~ the ~~Internet.~~core ~~Revenues~~principle ~~are~~to ~~also~~depict ~~comprised~~the transfer of ~~fees~~control ~~for~~to ~~software~~the ~~services~~Company’s ~~sold~~customers ~~both~~in asan aamount ~~subscription~~reflecting ~~and~~the ~~transactionally,~~consideration ~~including fees based on a per closed loan, or success basis, subject~~ to ~~monthly base fees,~~ which the Company ~~refers~~expects to asbe ~~Success-Based~~entitled. ~~Pricing;~~In ~~Ellie~~order ~~Mae~~to ~~Network~~achieve ~~fees;~~that ~~education~~core ~~and training~~principle, ~~loan product, policy and guideline data and analytics services under~~ the ~~AllRegs~~following ~~brand;~~five ~~and~~step ~~professional~~approach ~~services~~is ~~which include consulting, implementation, and training services. Sales taxes assessed by governmental authorities are excluded from revenue.~~applied:

~~The~~• ~~Company~~Identification ~~commences revenue recognition when all~~ of the ~~following~~contract, ~~conditions~~or ~~are~~contracts, ~~satisfied:~~with a customer;

•~~There~~ isIdentification ~~persuasive~~of ~~evidence~~the ofperformance anobligations ~~arrangement~~in the contract;

•~~The~~ ~~service~~Determination ~~has~~of ~~been or is being provided to~~ the ~~customer~~transaction price;

•~~The~~ ~~collection~~Allocation of the ~~fees~~transaction isprice ~~reasonably~~to ~~assured~~the performance obligations in the contract; and

•~~The~~ ~~amount~~Recognition of ~~fees~~revenue towhen, beor ~~paid~~as, by the ~~customer~~Company issatisfies ~~fixed~~a orperformance ~~determinable~~obligation.

The Company ~~also~~ generates revenues primarily from ~~sales~~cloud-based ofsubscription services, transaction-based fees, and related services including professional services and its annual user conference, and recognizes revenues as performance obligations are satisfied. For subscription services where the customer simultaneously receives and ~~usage-~~consumes the benefit from the Company's performance, revenues are recognized over time using an output method based on the passage of time as this provides a faithful depiction of the transfer of control. Under Encompass subscriptions that customers access through the Internet, revenues are comprised of software services sold both as a subscription and on a variable basis. Variable fees include fees billed on a per closed loan, ~~transactional~~or success basis, subject to monthly base fees, which the Company refers to as Success-Based Pricing. Other cloud-based subscription services consist of policy, guideline, data and analytics, lead management, marketing, and customer relationship management. Transaction-based fees are comprised of Ellie Mae Network fees and transaction fees charged for other services, including fees for loan products and the annual user conference. Fees for professional services include consulting, implementation, and education and training services. Sales taxes assessed by governmental authorities are excluded from the transaction price.

~~Subscription~~In ~~Services~~contracts where recognizing variable consideration in the month it is earned does not meet the allocation objective of Topic 606, variable consideration is estimated and ~~Usage-Based~~included ~~Fee~~in ~~Arrangements~~the transaction price. ~~Subscription~~ ~~services~~The Company estimates such amounts at contract inception considering historical trends, industry data, and ~~usage-based~~contract ~~fee~~specific ~~arrangements~~factors ~~generally~~to ~~include~~determine an expected amount to which the Company expects to be entitled. Estimates are included in the transaction price to the extent that it is considered probable that a ~~combination~~significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether such an estimate is constrained requires the Company’s ~~products~~to ~~delivered~~consider asmethods, ~~software~~inputs, and assumptions relating to the nature of the underlying products, customer-~~as-a-service~~specific ~~(“SaaS”)~~trends, and ~~support~~economic ~~services~~factors including industry data. ~~These~~Other ~~arrangements~~forms of variable consideration such as refunds and penalties, which are ~~generally~~recorded ~~non-cancelable~~in accrued and doother ~~not~~current ~~contain~~liabilities, ~~refund-type~~are ~~provisions.~~estimated ~~These~~at ~~revenues~~contract ~~typically~~inception ~~include~~and are allocated to the ~~following:~~performance obligations to which they relate.

~~Encompass Revenues.~~ The Company ~~offers~~enters ~~web-based,~~into ~~on-demand~~arrangements ~~access~~that togenerally ~~Encompass~~include ~~software~~multiple ~~for~~subscriptions aand ~~monthly~~professional ~~recurring fee~~services. ~~The~~For ~~Company~~arrangements ~~provides~~with multiple services, the ~~right~~Company toevaluates ~~access~~whether ~~its~~the ~~loan~~individual ~~origination~~services ~~software~~qualify ~~and~~as ~~handles~~distinct ~~the~~performance ~~responsibility~~obligations. In its assessment of ~~managing~~whether ~~the~~a ~~servers,~~service ~~providing~~is ~~security~~a distinct performance obligation, ~~backing~~the upCompany determines whether the ~~data~~customer ~~and~~can ~~applying~~benefit ~~updates.~~from ~~Customers~~the ~~under~~service ~~SaaS~~on ~~arrangements~~its doown ~~not~~or ~~take~~with ~~possession~~other ofreadily available resources and whether the ~~software~~service atis ~~any~~separately ~~time~~identifiable ~~during~~from ~~the~~other ~~term~~services ofin the ~~agreement~~contract. ~~Subscription~~This ~~revenues~~evaluation ~~are~~requires ~~recognized~~the ~~ratably~~Company ~~over~~to assess the ~~contract~~nature ~~terms~~of aseach ~~subscription~~individual service offering and how the services are provided, ~~beginning~~in on the ~~commencement~~context ~~date~~ of ~~each~~the contract, ~~which~~including iswhether the ~~date~~services ~~the~~are ~~Company’s~~significantly ~~service~~integrated, ishighly ~~made~~interrelated, ~~available~~or tosignificantly ~~customers. Contracts~~modify ~~generally~~each ~~range~~other, ~~from~~which ~~one~~may ~~year~~require tojudgment ~~five~~based ~~years~~on the facts and circumstances of the contract.

Alternatively, customers can elect to pay on a success basis. Success basis contracts generally have a term of one to five years and are subject to monthly base fees, which enable customers to close loans up to a contractually agreed-to minimum number of transactions, and additional closed loan fees, which are assessed for loans closed in excess of the minimum. Revenues are earned from both base fees and additional closed loan fees as the result of the customer’s usage of Encompass. Monthly base fees are recognized over the respective monthly service period as the subscription services are provided. Additional closed loans fees are recognized when the loans are reported as closed. This offering also includes Encompass Consumer Connect, Encompass Compliance Service, and Encompass Docs Solution as integrated components, which are combined elements of the arrangement that are delivered in conjunction with the Encompass offering and therefore are not accounted for separately.57

~~Services~~When ~~Revenues~~agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices of each performance obligation. ~~The~~ Where the Company ~~provides~~has astandalone ~~variety~~sales data for its performance obligations which are indicative of ~~mortgage-related~~the ~~and~~price ~~other~~at ~~business~~which ~~services,~~the ~~including:~~Company ~~automated~~sells ~~documentation;~~a ~~fraud~~promised ~~detection,~~good ~~valuation~~or service separately to a customer, ~~validation~~such data is used to establish standalone selling prices. In instances where standalone sales data is not available for a particular performance obligation, ~~and~~the ~~risk~~Company ~~analysis;~~estimates ~~income~~standalone ~~verification;~~selling ~~marketing~~prices by maximizing the use of observable market and cost-based inputs.

60When estimating standalone selling prices, the Company reviews company-specific factors used to determine list price and makes adjustments as appropriate to reflect current market conditions and pricing behavior. The Company’s process for establishing list price includes assessing the cost to provide a particular product or service, surveying customers to determine market expectations, analyzing customer demographics, and taking into account similar products and services historically sold by the Company. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis.

~~customer~~Cloud-Based ~~relationship~~Subscription ~~management;~~Revenues. Cloud-based ~~product~~subscription ~~and~~revenues ~~pricing;~~generally ~~flood~~include ~~zone~~a ~~certifications;~~combination ~~website~~of ~~and~~the ~~electronic~~Company’s ~~document~~products ~~management;~~delivered ~~and~~as ~~compliance~~software-as-a-service ~~reports.~~(“SaaS”) ~~Services~~subscriptions ~~revenues~~that are ~~recognized~~a ~~upon~~performance ~~completion~~obligation consisting of ~~the~~a series of distinct services and support services. These arrangements are generally non-cancelable and do not contain refund-type provisions. These revenues typically include the following:

~~Transactional~~Encompass ~~and Other~~ Revenues. The Company ~~has~~offers ~~entered into agreements with various lenders~~web-based, ~~service~~on-demand ~~providers~~access ~~and~~to ~~certain~~its ~~government~~cloud-~~sponsored~~based ~~entities~~Encompass ~~participating~~platform inwhich ~~the~~has ~~mortgage~~been ~~origination~~determined ~~process that provide them access~~ to, ~~and~~be ~~ability~~a tostand-ready ~~interoperate~~obligation. ~~with,~~Revenues ~~mortgage~~are ~~originators~~recognized onover the ~~Ellie~~contract ~~Mae~~terms ~~Network.~~as ~~Under~~performance ~~these~~obligations ~~agreements,~~are ~~the~~satisfied ~~Company~~as ~~earns~~this ~~transaction~~method ~~fees~~best ~~when~~depicts ~~transactions~~the ~~are~~Company’s ~~processed~~pattern ~~through~~of ~~the~~performance ~~Ellie~~for ~~Mae~~such ~~Network~~services. ~~Transactional~~Contracts ~~and~~generally ~~other~~range ~~revenues~~from ~~are~~one ~~recognized~~year ~~upon~~to ~~completion~~five ~~of the services~~years.

~~Professional~~Some ~~Services~~Encompass ~~Revenues~~customers elect to pay on a success basis. ~~Professional~~ ~~services~~Success ~~revenues~~basis contracts are ~~generally~~subject ~~recognized~~to ~~upon~~monthly ~~delivery~~billing orcalculations ~~completion~~whereby ~~for~~customers ~~fixed~~are ~~price~~obligated ~~contracts~~to orpay as the ~~services~~greater ~~are~~of ~~rendered~~a ~~for~~contractual ~~time~~base ~~and~~fee ~~material~~or ~~contracts.~~variable ~~The~~closed ~~majority~~loan offee based on the ~~Company’s~~number ~~professional~~of ~~services~~closed ~~contracts~~loan ~~are~~transactions onprocessed aby ~~fixed~~the ~~price~~customer ~~basis~~in the specific month. ~~Training~~Under ~~revenues~~success basis contracts, monthly base fees are recognized asratably over the ~~services~~contract terms as subscription performance obligations are ~~rendered~~satisfied and any closed loan fees in excess of base fees are considered variable consideration.

~~Subscriptions~~For tothe ~~Online~~majority ~~Research~~of ~~and~~Encompass ~~Data~~contracts ~~Resources. The~~that ~~Company~~include ~~provides~~variable ~~mortgage~~consideration, ~~originators~~such ~~and~~fees ~~underwriters~~are ~~with~~recognized ~~access~~in tothe ~~online~~month ~~databases~~in which they are earned because the terms of ~~various~~the ~~federal~~variable ~~and~~payments ~~state~~relate ~~laws~~specifically ~~and~~to ~~regulations~~the ~~and~~outcome ~~forms~~from astransferring ~~well~~the asdistinct ~~investor~~time ~~product~~increment ~~guidelines.~~(month) ~~Subscription~~of ~~fees~~service ~~are~~and ~~recognized~~because ~~ratably~~such ~~over~~amounts reflect the ~~subscription~~fees ~~term~~to aswhich ~~subscription~~the ~~services~~Company ~~are~~expects ~~provided~~to be entitled for providing access to the Encompass platform for that period, ~~which~~consistent iswith ~~typically~~the ~~one~~allocation ~~year~~objective of Topic 606.

~~Multiple~~For ~~Element~~certain ~~Arrangements~~contracts where the allocation objective would not be met by allocating variable consideration in this way, total variable consideration to be received is estimated at contract inception and recognized ratably over the contract term. The estimates of the total variable consideration expected to be received under such agreements is updated at each reporting date. For these contracts, variable consideration is estimated using the expected value method, utilizing forecast data for each contract to determine the expected value.

The Company ~~enters~~evaluates ~~into~~its ~~arrangements~~ability to accurately estimate such variable consideration considering all relevant facts and circumstances associated with ~~multiple~~both ~~elements~~the ~~that~~likelihood ~~generally~~of ~~include~~a ~~multiple~~downward ~~subscriptions~~adjustment in the estimate of variable consideration and ~~professional~~the ~~services~~potential magnitude of a significant revenue reversal relative to the cumulative revenue recognized to-date under the contract. ~~For~~Because ~~arrangements~~the ~~with~~amount ~~multiple~~of ~~deliverables,~~consideration is highly susceptible to broad economic factors outside the Company’s ~~evaluates~~influence, ~~whether~~have a broad range of possible consideration amounts, and the ~~individual~~uncertainty ~~deliverables~~is ~~qualify~~not asexpected ~~separate~~to ~~units~~be resolved for a long period of ~~accounting.~~time, Inthe ~~order~~Company’s ability to ~~treat~~accurately ~~deliverables~~estimate the variable consideration is limited. Therefore, the amount of variable consideration included in the transactions price is constrained to ensure that it is probable that a ~~multiple-deliverable~~significant ~~arrangement~~reversal asin ~~separate~~the ~~units~~amount of ~~accounting,~~cumulative revenue recognized will not occur when the ~~deliverables~~amount ~~must~~of ~~have~~variable ~~standalone~~consideration ~~value~~is ~~upon~~subsequently ~~delivery~~resolved.

Other Subscription Revenues. The Company provides a variety of mortgage-related and other business services, ~~have~~including ~~standalone~~lead ~~value~~management, asmarketing, ~~such~~compliance services ~~are~~and ~~often~~customer ~~sold~~relationship ~~separately~~management. ~~Additionally,~~Such ~~the~~services ~~Company~~include ~~concluded~~fixed ~~that~~fee ~~professional~~subscriptions ~~services~~and ~~included~~are ina ~~multiple~~single ~~element~~performance ~~arrangements~~obligation ~~also~~consisting ~~have~~of ~~standalone~~a ~~value~~series of distinct services. InThese ~~establishing~~fixed ~~standalone~~fees ~~value,~~are recognized ratably over the ~~Company~~contract ~~considered~~terms as this method best depicts the ~~following~~Company’s ~~factors~~pattern ~~for~~of ~~each~~performance ~~professional~~for such services. ~~agreement:~~Variable ~~availability~~fees ofare recognized in the ~~services~~month ~~from~~in ~~other~~which ~~vendors,~~they are earned because the ~~nature~~terms of the ~~professional~~variable ~~services,~~payments ~~and~~relate specifically to the ~~timing~~outcome offrom ~~when~~transferring the ~~professional~~distinct ~~services~~time ~~contract~~increment ~~was~~(month) ~~signed~~of inservice ~~comparison~~and because such amounts reflect the fees to which the ~~subscription~~Company ~~service~~expects ~~start~~to ~~date~~be entitled for providing the access to services for that period, consistent with the allocation objective.

~~When~~Online ~~subscription~~Research ~~services~~and ~~agreements~~Data ~~involve~~Resources ~~multiple~~Subscription ~~elements~~Revenues. The ~~that~~Company ~~qualify~~provides asmortgage ~~separate~~originators ~~units~~and ofunderwriters ~~accounting,~~with ~~the~~access ~~Company allocates arrangement consideration~~ to ~~all~~online ~~deliverables~~databases ~~at the inception~~ of anvarious ~~arrangement~~federal ~~based~~and onstate ~~the~~laws ~~relative~~and ~~selling~~regulations ~~price~~and ~~method~~forms inas ~~accordance~~well ~~with~~as ~~the~~investor ~~selling~~product ~~price~~guidelines. ~~hierarchy,~~Fixed ~~which~~fees ~~includes:~~are ~~(i) vendor~~recognized ~~specific~~over ~~objective~~time, ~~evidence~~using ~~(“VSOE”)~~an ifoutput itmethod isof ~~available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii)~~ the ~~best~~passage ~~estimate~~ of ~~selling~~time ~~price~~or ~~(“BESP”)~~ratably ifover ~~neither~~the ~~VSOE~~contract ~~nor~~terms ~~TPE~~as isthis ~~available.~~method ~~The~~best ~~Company~~depicts ~~has determined that TPE is not a practical alternative as~~ the Company’s ~~go-to-market~~pattern ~~strategy and offerings contain a significant level~~ of ~~differentiation~~performance for such ~~that the comparable pricing of~~ services ~~with similar functionality cannot be obtained~~. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a standalone basis. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.

The Company has not historically priced its services within a narrow range. As a result, the Company has not been able to establish VSOE for its services. Accordingly, the Company uses its BESP to determine the relative selling price for its services. 58

~~The~~Transactional ~~objective of BESP is to determine the price at which the Company would transact a sale if the service was sold on a standalone basis~~Revenues. Transactional ~~When~~revenues ~~establishing~~include ~~BESP,~~ the Company reviews company-specific factors used to determine list price and makes adjustments as appropriate to reflect current market conditions and pricing behavior. The Company’s process for establishing list price includes assessing the cost to provide a particular product or service, surveying customers to determine market expectations, analyzing customer demographics, and taking into account similar products and services historically sold by the Company. The Company continues to review the factors used to establish list price and adjusts BESP as necessary.following:

~~Deferred~~Ellie Mae Network Revenues. The Company has entered into agreements with various lenders, service providers and certain government-sponsored entities participating in the mortgage origination process to provide those suppliers with access to, and ability to interoperate with, mortgage originators on the Ellie Mae Network. The services delivered are comprised of a performance obligation consisting of a series of distinct services. The Company acts as an agent when it arranges for services to be provided by the supplier to the customer. Fixed fees are recognized ratably over the contract terms as this method best depicts the Company’s pattern of performance for such services. Variable fees are recognized in the month in which they are earned because the allocation objective is met by allocating the fees to each distinct month in the series.

~~Deferred~~Other ~~revenues~~Transactional ~~represent~~Revenues. ~~billings~~The orCompany ~~payments~~provides ~~received~~other inservices ~~advance~~delivered ofon ~~revenue~~a ~~recognition~~transactional ~~and~~basis isincluding ~~recognized~~automated asdocumentation; ~~the~~fraud ~~revenue~~detection, ~~recognition~~valuation, ~~criteria~~validation, ~~are~~and ~~met.~~risk ~~Balances~~analysis; ~~consist~~income ~~primarily~~verification; offlood ~~prepaid~~zone ~~subscription~~certifications; ~~services~~website and ~~professional~~electronic document management; compliance reports; and ~~training~~the ~~services~~Company’s ~~not~~annual ~~yet~~user ~~provided~~conference. Fees are recognized as oftransactions occur which is the ~~balance~~point ~~sheet~~in ~~date.~~time ~~Deferred~~when ~~revenues~~control ~~that~~is ~~will~~transferred. beVariable fees are recognized ~~during~~in the ~~succeeding~~month 12in ~~month~~which ~~period~~they are ~~recorded~~earned asbecause ~~current~~the ~~deferred~~terms ~~revenues,~~of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the ~~remaining~~fees ~~portion~~to iswhich ~~recorded~~the asCompany ~~other~~expects ~~long-term~~to ~~liabilities.~~be ~~Long-term~~entitled ~~deferred~~for ~~revenue~~providing atthe ~~December~~access ~~31,~~to ~~2017~~services ~~and~~for ~~2016~~that ~~was~~period, ~~not~~consistent ~~material~~with the allocation objective.

~~Deferred~~Professional ~~Commission~~Services ~~Expenses~~Revenues. Professional services, including implementation services for the Company’s subscription products, are performance obligations which are determined to be distinct from our subscription services and other performance obligations. Such services are generally provided on a time and materials or fixed price basis and the customer simultaneously receives and consumes the benefit from the Company’s performance. The majority of the Company’s professional services are provided on a fixed price basis, and the Company recognizes revenue over time as the performance obligations are satisfied utilizing an input method based on the proportion of hours incurred to total estimated hours. Any changes in the estimate of progress towards completion are accounted for in the period of change using the cumulative catch-up method. Revenues from professional services contracts provided on a time and materials basis are recognized when invoiced under the practical expedient as amounts correspond directly with the value of the services rendered to date.

~~Deferred~~Contract commission expenses are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force. Commissions are calculated based on a percentage of the revenues for the non-cancelable term of subscription contracts, which are typically one to five years. Liabilities

61Contract liabilities represent billings or payments received in advance of revenue recognition and are recognized upon transfer of control. Balances consist primarily of prepaid subscription services and professional and training services not yet provided as of the balance sheet date. Contract liabilities that will be recognized during the succeeding 12-month period are recorded as current contract liabilities, and the remaining portion is recorded as other long-term liabilities.

~~The~~Contract ~~deferred commission expense amounts are recoverable through the future revenue streams under the non-cancelable customer contracts.~~Assets

~~During~~Contract ~~the~~assets ~~years~~represent ~~ended~~amounts ~~December~~recognized ~~31,~~as ~~2017,~~revenues ~~2016,~~for ~~and~~which ~~2015,~~ the Company ~~deferred~~does ~~$4.3~~not ~~million,~~have ~~$4.9~~the ~~million,~~unconditional ~~and~~right $3to consideration.6 ~~million~~Amounts ofrelated ~~commission~~to invoices expected to be issued during the succeeding 12-month period are recorded as prepaid expenses and other current assets, ~~respectively~~and the remaining portion is recorded as deposits and other long-term assets.

AtDeferred ~~December 31,~~Contract ~~2017 and 2016, $8.5 million and $7.8 million of deferred commission remained on the Company’s consolidated balance sheets, respectively.~~Costs

Deferred contract costs mainly consist of sales commissions and related fringe benefits that are incremental costs of obtaining contracts with customers, as well as partners’ referral fees. The Company amortizes the costs incurred on initial contracts on a straight-line basis over a period of benefit determined to be approximately five years. The period of benefit is determined based on a review of customer churn rates and technological lifecycles of the underlying product offerings. All deferred contract costs on renewal contracts are amortized on a straight-line basis over the applicable renewal period. Additionally, the Company exercises the practical expedient to expense commissions on arrangements in which the amortization period is expected to be one year or less. Deferred contract costs that will be recognized during the succeeding 12-month period are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as deposits and other long-term assets.

Warranties and Indemnification

The Company provides a warranty for its software products and services to its customers and accounts for its warranties as a contingent liability. The Company’s software is generally warranted to perform substantially as described in the associated product documentation and to satisfy defined levels of uptime reliability. The Company’s services are generally warranted to be performed consistent with industry standards. The Company has not provided for a warranty accrual as of December 31, ~~2017~~2018 or ~~2016~~2017. To date, the Company’s product warranty expense has not been significant.

The Company generally agrees to indemnify its customers against legal claims that the Company’s software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations as a contingent liability. In addition, the Company may also incur liability under its contracts if it breaches its warranties as well as certain data security and/or confidentiality obligations. To date, the Company has not been required to make any payment resulting from either infringement claims asserted against its customers or from claims in connection with a breach of the data security and/or confidentiality obligations in the Company’s contracts. The Company has not recorded a liability for related costs as of December 31, 2017 or 2016.59

The Company generally agrees to indemnify its customers against legal claims that the Company’s software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations as a contingent liability. In addition, the Company may also incur a liability under its contracts if it breaches its warranties, as well as under certain data security and/or confidentiality obligations. To date, the Company has not been required to make any payment resulting from either infringement claims asserted against its customers or from claims in connection with a breach of the data security and/or confidentiality obligations in the Company’s contracts. The Company has not recorded a liability for related costs as of December 31, 2018 or 2017.

The Company has obligations under certain circumstances to indemnify each executive officer and member of the Company’s board of directors against judgments, fines, settlements, and expenses related to claims against such executive officer or director and otherwise to the fullest extent permitted under Delaware law and the Company’s bylaws and certificate of incorporation.

Cost of Revenues

The Company’s cost of revenues consists primarily of: salaries and benefits, including stock-based compensation expense; data center operating costs; depreciation on data center computer equipment; amortization of internal-use software and acquired intangible assets such as developed technology ~~and trade names~~; customer support; professional services associated with implementation of the Company’s software; third-party royalty expenses; and allocated facilities costs.

Research and Development Costs

The Company’s research and development expenses consist primarily of: salaries and benefits, including bonuses and stock-based compensation expense; fees to contractors engaged in the development and support of the Ellie Mae Network, Encompass software and other products; and allocated facilities costs. Research and development costs that are not capitalized as internal-use software are expensed as they are incurred.

Advertising Expenses

The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2018, 2017, ~~2016~~ and ~~2015~~2016 were $1.36 million, $1.03 million, and $01.70 million, respectively.

Stock-Based Compensation

The Company recognizes compensation expense related to restricted stock units (“RSUs”), performance shares, and performance-vesting restricted stock units based ~~compensation~~on the fair market value of the underlying shares of common stock as of the date of grant. Expense related to ~~awards~~the ~~granted~~RSUs ~~under~~is ~~its~~recognized ~~2009~~on ~~Stock~~a ~~Option~~straight-line basis over the requisite service period of the award, which generally equals the vesting period. Expense related to the performance shares and ~~Incentive~~performance-vesting ~~Plan~~RSUs (is recognized under the ~~“2009~~graded ~~Plan”)~~vesting method over the requisite service period of the award, ~~2011~~which ~~Equity~~results ~~Incentive~~in ~~Award~~the ~~Plan~~recognition (of a larger portion of the ~~“2011~~expense ~~Plan”)~~during the beginning of the vesting period than in the end of the vesting period. Management evaluates the probability of performance attainment, ~~and~~estimates ~~Employee~~the ~~Stock~~number ~~Purchase~~of ~~Plan~~shares ~~(“ESPP”)~~of common stock that will be granted, and records the expense accordingly.

The Company recognizes compensation expense related to ~~Restricted~~stock ~~Stock~~option ~~Units~~grants ~~(“RSUs”),~~that ~~Performance-Vesting~~are ~~Restricted~~ultimately ~~Stock~~expected ~~Units~~to vest and ~~Performance~~shares ~~Awards~~issued under the Employee Stock Purchase Plan (“~~Performance Awards~~ESPP”) based on ~~the~~estimated fair ~~market~~values ~~value~~on of the ~~underlying~~date ~~shares~~ of ~~common~~grant ~~stock~~using ~~as of~~ the ~~date~~Black-Scholes ofoption-pricing ~~grant~~model. Expense related to ~~the~~stock ~~RSUs~~options is recognized on a straight-line basis over the requisite service period ~~of the award~~, which generally equals the vesting period. Expense related to ~~the~~shares ~~Performance~~issued ~~Awards~~under ~~and~~the ~~performance-vesting~~ESPP ~~RSUs~~ is recognized ~~under~~on ~~the~~a ~~graded~~straight-line ~~vesting~~basis ~~method~~ over the ~~requisite~~offering ~~service~~ period ~~of the award, which results in the recognition of a larger portion of the expense during the beginning of the vesting period than in the end of the vesting period~~. ~~Management evaluates the probability of performance attainment and estimates the probable number of shares of common stock that will be granted and records the expense accordingly, if probable.~~

The Company recognizes compensation expense related to stock option grants that are ultimately expected to vest based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. Such expense is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period.

The date of grant is the date at which the Company and the employee reach a mutual understanding of the key terms and conditions of the award, appropriate approvals are received by the equity incentive committee of the board of directors and the Company becomes contingently obligated to issue equity instruments to the employee who renders the requisite service.

The Company estimates potential forfeitures of stock grants and ~~adjust~~adjusts recorded compensation cost accordingly. The estimate of forfeitures is based on historical experience and is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures will be recognized in the period of change and will impact the amount of stock-based compensation expense to be recognized in future periods.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in ~~our~~the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law.

The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on estimates of future sources of taxable income for the jurisdictions in which the Company operates and the periods over which the deferred tax assets will be realizable. To the extent the Company establishes a valuation allowance or ~~change~~changes the valuation allowance in a period, the Company reflects the change with a corresponding increase or decrease to the tax provision in the ~~consolidated~~statement ~~statements~~ of ~~operations~~comprehensive income.

In relation to the Company’s adoption of ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), on January 1, 2017, the Company records excess tax benefits and tax deficiencies as an income tax benefit or expense when stock awards vested or settled and, on a retrospective basis, the excess tax benefits are classified as an operating activity in the Company’s consolidated statements of cash flows.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes certain changes in equity that are excluded from net income, specifically unrealized gains (losses) on marketable securities. Except for net realized gain (loss) on investments, which was not significant, there were no reclassifications out of accumulated other comprehensive income that affected net income during the years ended December 31, 2018, 2017, ~~2016~~ and ~~2015~~2016.

Geographical Information

The Company is domiciled in the United States, had no international operations, and had minimal sales to customers outside of the United States for the years ended December 31, 2018, 2017, ~~2016~~ and ~~2015~~2016.

Recent Accounting Pronouncements

~~In May 2014, the FASB issued~~ ASU No. ~~2014~~2016-09, Revenue from Contracts with Customers (“ASU 2014-09” or “Topic 606”), as subsequently amended, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard requires expanded disclosures about revenue recognition to better communicate the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows, including significant judgments. The standard also provides guidance on the recognition of costs related to obtaining customer contracts. The effective date for public entities is fiscal years beginning after December 15, 2017 and early adoption is allowed. The Company adopted the new standard as of January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).02

~~The~~In ~~Company~~February ~~will~~2016, ~~adopt~~ the ~~standard~~FASB ~~using~~issued ~~the~~Accounting ~~modified~~Standards ~~retrospective~~Update ~~method~~(“ASU”) ~~and~~No. is2016-02, inLeases ~~the~~(Topic ~~process~~842) of(“ASU ~~finalizing~~2016-02”), ~~the~~as ~~evaluation~~subsequently ofamended, ~~the~~which ~~new~~requires ~~standard~~lessees to put most leases on ~~its~~their ~~accounting~~balance ~~policies~~sheets, ~~processes,~~but ~~and~~recognize ~~systems~~the ~~including~~expenses ~~impacts~~on ~~from~~their ~~guidance~~income ~~issued~~statements byin ~~the~~a ~~FASB~~manner ~~Transition~~similar ~~Resource~~to ~~Group~~current practice. ~~The~~ASU ~~Company~~2016-02 ~~has~~states ~~assigned~~that ~~internal~~a ~~resources,~~lessee ~~engaged~~would recognize a ~~third~~right-~~party~~of-use ~~service~~(“ROU”) ~~provider,~~asset isfor inthe right to use the ~~process~~underlying ofasset ~~updating~~for ~~its~~the ~~systems~~lease term and isa ~~currently~~lease ~~evaluating~~liability for the ~~quantitative~~obligation ~~impact~~ to ~~its~~make ~~financial~~lease ~~statements~~payments.

63The standard is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company plans to adopt this new standard on January 1, 2019 and use the effective date as its date of initial application. Consequently, the Company will not restate comparative periods.

~~The~~While the Company ~~expects~~is anfinalizing ~~impact~~all toof ~~its~~the ~~Encompass~~effects ~~subscription~~of ~~and~~adoption ~~professional~~including ~~services~~changes ~~revenue~~to ~~streams~~its ~~due~~processes, to the ~~removal~~most significant effects of the ~~current~~standard ~~limitation~~are onexpected ~~contingent~~to ~~revenue,~~be ~~which~~related ~~may~~to ~~affect~~(1) ~~the~~recognition ~~timing~~of new ROU assets of approximately $60.6 million and ~~allocation~~lease liabilities of ~~revenue~~approximately ~~being~~$75.0 ~~recognized~~million on its balance sheet for ~~certain~~its ~~contracts~~operating leases, and is(2) inproviding significant new disclosures about its leasing activities. The Company does not expect the ~~process~~adoption to have a significant impact to its results of ~~finalizing~~operations ~~this~~or ~~evaluation~~cash flows.

~~The~~ASU Company has also identified potential impacts to the costs to obtain customer contracts, which is primarily comprised of sales commissions and the related fringe benefits associated with non-cancelable contractsNo. The Company is evaluating the quantitative impact of capitalizing the costs to obtain and the costs to fulfill open contracts. The Company expects to capitalize certain costs that are expensed under the current standard, and the Company expects an increase in the amortization period over which the capitalized costs will be recognized. The Company is in the process of finalizing the evaluation of the expected period of benefit under ASU 20142018-~~09.~~07

~~The~~In ~~Company~~June is2018, inthe FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the ~~process~~scope of ~~finalizing~~Topic ~~the~~718 ~~impact~~to ~~evaluation~~include ofshare-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 supersedes the ~~new~~guidance ~~standard~~in ASC 505-50, asEquity-Based ~~subsequently~~Payments ~~amended~~to Non-Employees, ~~together~~which ~~with~~previously included the ~~implementation~~accounting offor ~~new~~non-employee ~~accounting~~awards. ~~systems~~The standard is effective for interim and ~~processes~~annual periods beginning after December 15, ~~which~~2018, ~~will~~and ~~significantly~~early ~~change~~adoption ~~the~~is permitted. The Company’s ~~internal~~does ~~controls~~not ~~over~~believe ~~revenue~~the ~~recognition.~~adoption of this standard will have a material impact on its financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. The Company adopted the new standard as of January 1, 2018 and it did not have a material impact on its consolidated financial statements.61

~~In February 2016, the FASB issued~~ ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), as subsequently amended, which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for interim and annual periods beginning after December 15, 2018~~, and early adoption is permitted. The Company currently does not intend to early adopt and is evaluating the impact of this accounting standard update on its consolidated financial statements.~~-13

In ~~May~~August ~~2017~~2018, the FASB issued ASU ~~2017~~No. 2018-0913, ~~Compensation~~Fair -Value ~~Stock~~Measurement ~~Compensation~~ (Topic ~~718~~820): ~~Scope~~Disclosure ofFramework—Changes ~~Modification~~to ~~Accounting~~the Disclosure Requirements for Fair Value Measurement (“ASU ~~2017~~2018-0913”), which ~~provides~~modifies ~~guidance~~the disclosure requirements on ~~determining~~fair ~~which~~value ~~changes~~measurements. This standard removes the requirement to disclose the ~~terms~~amount of and ~~conditions~~reasons for transfers between Level 1 and Level 2 of ~~share-based~~the ~~payment~~fair ~~awards~~value ~~require~~hierarchy, anthe ~~entity~~policy tofor ~~apply~~timing ~~modification~~of ~~accounting~~transfers ~~under~~between ~~Topic~~levels, ~~718~~and the valuation processes for Level 3 fair value measurements. ~~ASU~~The ~~2017-09~~standard is effective for interim and annual periods beginning after December 15, ~~2017~~2019, and early adoption is permitted. The Company ~~adopted~~does ~~the~~not ~~new~~believe ~~standard~~the asadoption of ~~January~~this 1,standard ~~2018~~will ~~and it did not~~ have a material impact on its ~~consolidated~~ financial statements and related disclosures.

ASU No. 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. Early adoption is permitted. The Company is currently gathering information and evaluating the impact of this accounting standard update on its financial statements and related disclosures.

Standards Adopted

~~In March 2016, the FASB issued~~ ASU ~~2016-09, which simplifies and makes several modifications to Topic 718 related to the accounting for share-based payment transactions~~No. The standard requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the income statement when stock awards vest or are settled. This change is required to be applied prospectively. The standard also allows the employer tax withholding on share2014-based compensation to increase (up to the employee’s maximum statutory rates) without triggering liability accounting and provides an accounting policy election to allow the recognition of forfeitures when they are incurred. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted the standard as of January 1, 2017. Upon adoption, the Company recognized the previously unrecognized excess tax benefits using the modified retrospective transition method, which resulted in a cumulative-effect adjustment of $18.2 million to retained earnings as of the beginning of the period. The Company previously reported an adjustment of $14.5 million in its beginning retained earnings for the period ending March 31, 2017, and has corrected this amount as of the beginning of the period in the accompanying consolidated financial statements, as the Company identified an incorrect calculation in the previously reported amount. The correction also has the effect of reducing the Company’s Other long-term liabilities by $2.4 million and increasing Deposits and other assets by $1.3 million. The Company also elected to continue estimating forfeitures and has also elected to apply the change in presentation to the statements of cash flows retrospectively. This resulted in a $10.2 million and $11.4 million increase in net cash provided by operating activities and a corresponding $10.2 million and $11.4 million decrease in net cash provided by (used in) financing activities for the years ended December 31, 2016 and 2015, respectively, from previously reported amounts. 09

InOn January ~~2017~~1, 2018, the ~~FASB~~Company ~~issued~~adopted ASU ~~2017-04~~No. ~~The~~2014-09, ~~standard~~Revenue ~~eliminates Step 2~~ from ~~the~~Contracts ~~goodwill~~with ~~impairment~~Customers (ASU ~~test~~2014-09), ~~which~~as ~~requires~~amended (Topic a606) ~~hypothetical~~using ~~purchase price allocation. The Company will continue to have~~ the ~~option~~modified toretrospective ~~perform~~method ~~the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard is effective for interim~~ and annual periods beginning after December 15, 2019 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The standard should be applied onTopic a606 ~~prospective~~to ~~basis.~~those ~~The~~contracts ~~Company~~which ~~elected~~were tonot ~~early~~completed ~~adopt the standard~~ as of January 1, ~~2017~~2018. ~~The adoption did not have an impact to the Company’s consolidated financial statements.~~

On January 1, 2018, the Company recognized the cumulative effect of initially applying Topic 606 as an adjustment to the opening balance of retained earnings and the corresponding balance sheet accounts. The impact on the Company’s opening balances is primarily related to the Company’s straight-line calculations for subscription revenue, the estimation of variable consideration associated with certain of its contracts and the capitalization of additional commission costs under Topic 606. Prior to the adoption of Topic 606, billings that were contingent upon future performance were deferred, variable consideration was not estimated and the capitalization of contract acquisition costs was more limited. The comparative information has not been restated and continues to be reported under the accounting standards in effect in those prior periods. Refer to the tables below and Note 3 “Revenue Recognition” for additional accounting policy and transition disclosures.

The Company recognized the cumulative effect of initially applying Topic 606 as an adjustment to retained earnings in the balance sheet as of January 1, 2018 as follows:

Selected Balance Sheet Line Items



	Balance at December 31, 2017		Adjustments			Balance at January 1, 2018
	(in thousands)
Current assets:
Prepaid expenses and other current assets	$	18,474	$	8,900		$	27,374
Non-current assets:
Deposits and other long-term assets	$	9,290	$	22,013		$	31,303
Current liabilities:
Accrued and other current liabilities	$	26,188	$	3,138		$	29,326
Contract liabilities	$	26,287	$	(1,706	)	$	24,581
Non-current liabilities:
Other long-term liabilities	$	18,880	$	16,546		$	35,426
Stockholders' equity:
Retained earnings	$	86,399	$	12,935		$	99,334

The following tables summarize the impacts of Topic 606 adoption on the Company's financial statements for the periods ended December 31, 2018:

Selected Balance Sheet Line Items



	December 31, 2018
	(in thousands)
	As Reported		Adjustments			Balances without adoption of Topic 606
Current assets:
Accounts receivable, net	$	43,876	$	(140	)	$	43,736
Prepaid expenses and other current assets	$	32,905	$	(10,716	)	$	22,189
Non-current assets:
Deposits and other long-term assets	$	36,031	$	(15,526	)	$	20,505
Current liabilities:
Accrued and other current liabilities	$	39,247	$	(2,584	)	$	36,663
Contract liabilities	$	24,357	$	233		$	24,590
Non-current liabilities:
Other long-term liabilities	$	25,398	$	(8,365	)	$	17,033
Stockholders' equity:
Retained earnings	$	110,205	$	(15,666	)	$	94,539

Selected Statement of Comprehensive Income Line Items

Filing Compare · ELLIE MAE INC