0001000753-16-000132.txt : 20161101 0001000753-16-000132.hdr.sgml : 20161101 20161101093316 ACCESSION NUMBER: 0001000753-16-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20161101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161101 DATE AS OF CHANGE: 20161101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSPERITY, INC. CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 760479645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 161963468 BUSINESS ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 BUSINESS PHONE: 7133588986 MAIL ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 FORMER COMPANY: FORMER CONFORMED NAME: ADMINISTAFF INC \DE\ DATE OF NAME CHANGE: 19950915 8-K 1 a09302016-8xkearningsrelea.htm 8-K Document









UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 1, 2016

Insperity, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
1-13998
 
76-0479645
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

19001 Crescent Springs Drive
Kingwood, Texas 77339
(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (281) 358-8986

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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

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

[] Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement

On October 28, 2016, Insperity, Inc. (the “Company”) entered into an amendment to its arrangement with UnitedHealthcare relating to medical coverage through 2019, pursuant to which certain costs payable by the Company thereunder were reduced.  The other previously disclosed material terms remain unchanged.  A copy of the Company’s press release announcing this amendment is attached as Exhibit 99.1.

Item 2.02. Results of Operations and Financial Condition

On November 1, 2016, Insperity, Inc. issued a press release announcing the Company’s financial and operating results for the quarter ended September 30, 2016. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 31, 2016, the Board of Directors of the Company appointed Timothy Clifford to the Board of Directors. The size of the Board of Directors is set at 10 directors. Mr. Clifford will serve as a Class II director of the Company with an initial term expiring on the date of the Company’s annual meeting of stockholders in 2018. Mr. Clifford has also been appointed as a member of the Compensation Committee.

Mr. Clifford serves as President and Chief Executive Officer of Frontline Education.

As of the date of the appointment, Mr. Clifford has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Clifford’s appointment to the Board of Directors fulfills the Company’s obligations under the Agreement dated as of May 18, 2016, by and among Insperity, Inc. and Starboard Value LP and certain of its affiliates (”Starboard”) to appoint a new director who is independent of Starboard and the Company.

In accordance with the Insperity, Inc. Directors Compensation Plan (the “Director Plan”), Mr. Clifford has been awarded shares of restricted Common Stock of the Company with a grant date value equal to $75,000, with a three-year vesting schedule. His annual compensation and retainer fees will be consistent with that provided to the Company’s other non-employee directors.

A copy of the Company’s press release announcing the appointment of Mr. Clifford to the Board of Directors is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)
Exhibits

99.1 — Press release regarding UnitedHealthcare Amendment issued by Insperity, Inc. on November 1, 2016.

99.2 — Press release regarding financial and operating results issued by Insperity, Inc. on November 1, 2016.






99.3 — Press release regarding the appointment of a new director issued by Insperity, Inc. on November 1, 2016.






SIGNATURES


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

INSPERITY, INC.



By:     /s/ Daniel D. Herink     
Daniel D. Herink
Senior Vice President of Legal, General Counsel and Secretary


Date: November 1, 2016





EXHIBIT INDEX


Exhibit
No.    Description

99.1 —
Press release regarding UnitedHealthcare amendment issued by Insperity, Inc. on November 1, 2016.
99.2 —
Press release regarding financial and operating results issued by Insperity, Inc. on November 1, 2016.
99.3 —
Press release regarding the appointment of a new director issued by Insperity, Inc. on November 1, 2016.




EX-99.1 2 a09302016-ex991uhc.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
Insperity and UnitedHealthcare Amend Contract with Focus on Controlling
Health Care Costs
Amendment reflects strong, sustained Insperity growth results

HOUSTON - Nov. 1, 2016 - Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced an amendment to its contract for medical coverage with  UnitedHealthcare, a UnitedHealth Group company (NYSE:UNH). The contract, which extends through 2019, was amended in recognition of Insperity’s sustained growth exceeding previous volume targets sooner than expected. This amendment allows for this successful 15-year relationship to continue the ongoing commitment of both companies to focus on controlling health care costs and providing the best health care solutions in the marketplace to the small and medium-sized business clients of Insperity.
“We are excited to announce this contract amendment and our ongoing partnership with UnitedHealthcare focused on controlling health care costs and improving health care quality across the country,” said Richard G. Rawson, Insperity president. “This amendment is a result of the accelerated growth we have experienced over the last couple of years combined with our ongoing strategic relationship with UnitedHealthcare.”
Insperity has partnered with UnitedHealthcare as its leading health insurance carrier since January 2002. The majority of Insperity’s corporate and worksite employees have health coverage with UnitedHealthcare.
About Insperity
Insperity, a trusted advisor to America’s best businesses for more than 30 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity® Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization® solution. Additional company offerings include Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2015 revenues of $2.6 billion, Insperity operates in 60 offices throughout the United States. For more information, visit http://www.insperity.com.
The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Insperity, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our expectations, estimates and projections at the time such statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) adverse economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) the ability to secure





competitive replacement contracts for health insurance and workers’ compensation contracts at expiration of current contracts; (iv) increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims; (v) failure to manage growth of our operations and the effectiveness of our sales and marketing efforts; (vi) the competitive environment in the PEO industry may impact growth and/or profitability; (vii) our liability for worksite employee payroll, payroll taxes and benefits costs; (viii) our liability for disclosure of sensitive or private information; (ix) our ability to integrate or realize expected returns on our acquisitions; (x) failure of our information technology systems; (xi) an adverse final judgment or settlement of claims against Insperity; and (xii) the actions of certain stockholders could disrupt our business. These factors are discussed in further detail in Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

Except to the extent otherwise required by federal securities law, we do not undertake any obligation to update our forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

###



EX-99.2 3 a09302016-ex992q3_2016earn.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2


Insperity Announces Record Third Quarter and Year-to-Date Results

Q3 EPS up 38% to $0.66; adjusted EPS up 37% to a record $0.78
Q3 net income increased 18% to $14.1 million
Q3 adjusted EBITDA totaled $31.3 million
YTD EPS increased 100% to $2.64; adjusted EPS up 62% to $3.01
YTD net income increased 71% to $56.5 million
YTD adjusted EBITDA up 27% over 2015 to a record level of $118 million
Full year 2016 adjusted EPS guidance remains at a 62% increase over 2015

HOUSTON – Nov. 1, 2016 – Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today reported third quarter net income and diluted earnings per share of $14.1 million and $0.66, which represent increases of 18% and 38%, respectively, compared to the third quarter of 2015. Adjusted diluted earnings per share were $0.78, a 37% increase over the third quarter of 2015. Adjusted EBITDA increased 11% over the third quarter of 2015 to $31.3 million.

“We are pleased with our third quarter and year-to-date growth and profitability as we continue to see strong demand for our best of class service offerings,” said Paul J. Sarvadi, Insperity chairman and chief executive officer. “We are off to an excellent start on our fall campaign selling and retention season which sets the stage for a strong 2017.”

Third Quarter Results

Revenues for the third quarter of 2016 increased 12% over the third quarter of 2015 on a 13% increase in the average number of worksite employees paid per month. The worksite employee growth was the result of new client sales driven by an increase in the number of trained Business Performance Advisors and improved sales efficiency, combined with a continuing high level of client retention. Net hiring of worksite employees by our clients during the quarter was lower than recent trends, resulting in a 1% shortfall from our expected worksite employee growth rate.

Gross profit increased 10% over the third quarter of 2015 to $117.8 million and included positive results from our workers’ compensation program, which offset a higher than expected level of large healthcare claims. Operating expenses increased 9% over the third quarter of 2015, but declined on a per worksite employee per month basis, from $194 to $187. As a result, adjusted EBITDA totaled $31.3 million, above the midpoint of our expected range.




Year-to-Date Results

For the nine months ended September 30, 2016, reported net income increased 71% to $56.5 million, and diluted net income per share increased 100% to $2.64. Adjusted diluted earnings per share increased 62% to $3.01. Adjusted EBITDA increased 27% to a record $118.1 million.

Revenues for the first nine months of 2016 totaled $2.2 billion, an increase of 13% over the 2015 period. Gross profit for the nine months ended September 30, 2016 increased 12% to $381.1 million. Operating expenses increased 1% to $289.2 million in 2016, while adjusted operating expenses increased 6% to $288.9 million.

Cash outlays in the first nine months of 2016 included the repurchase of 3.2 million shares of stock at a cost of $158.2 million, dividends totaling $15.3 million and capital expenditures of $21.3 million.

“Year-to-date adjusted EBITDA increased from $72 to $80 per worksite employee per month, as we continue to effectively manage pricing, direct costs, operating expense and risk while growing worksite employees at double-digit rates,” said Douglas S. Sharp, senior vice president of finance, chief financial officer and treasurer. “This record level of unit profitability combined with our double-digit worksite employee growth has resulted in a 27% increase in adjusted EBITDA over the first nine months of 2015.”



2016 Guidance

The company also announced its updated guidance for 2016, including the fourth quarter of 2016. Please refer to the accompanying financial tables at the end of this press release for the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures.

 
Q4 2016
 
Full Year 2016
 
 
 
 
 
 
 
 
Average WSEEs
173,000
173,750
 
166,000
166,100
Year-over-year increase
13%
13.5%
 
14%
14%
 
 
 
 
 
 
 
 
Adjusted EPS
$0.52
$0.57
 
$3.53
$3.58
Year-over-year increase
58%
73%
 
61%
63%
 
 
 
 
 
 
 
 
Adjusted EBITDA (in millions)
$22.5
$24.5
 
$141
$143
Year-over-year increase
34%
46%
 
28%
30%

Definition of Key Metrics

Average WSEEs - Determined by calculating the company’s cumulative worksite employees paid during the period divided by the number of months in the period.
Adjusted EPS - Represents diluted net income per share computed in accordance with GAAP, excluding the impact of non-cash impairment and other charges, stockholder advisory expenses and stock-based compensation.
Adjusted EBITDA - Represents net income computed in accordance with GAAP, plus interest expense, income taxes, depreciation and amortization expense, non-cash impairment and other charges, costs associated with stockholder advisory expenses and stock-based compensation.
Insperity will be hosting a conference call today at 10 a.m. ET to discuss these results, provide guidance for the fourth quarter and an update to full year guidance, and answer questions from investment analysts. To listen in, call 877-651-0053 and use conference i.d. number 96647508. The call will also be webcast at http://ir.insperity.com. The conference call script will be available at the same website later today. A replay of the conference call will be available at 855-859-2056, conference i.d. 96647508. The webcast will be archived for one year.

Insperity, a trusted advisor to America’s best businesses for more than 30 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity® Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization® solution. Additional company offerings include Human Capital Management, Payroll Software, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services



and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2015 revenues of $2.6 billion, Insperity operates in 60 offices throughout the United States. For more information, visit http://www.insperity.com.

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Insperity, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our expectations, estimates and projections at the time such statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) adverse economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) the ability to secure competitive replacement contracts for health insurance and workers’ compensation insurance at expiration of current contracts; (iv) cancellation of client contracts on short notice, or the inability to renew client contracts or attract new clients; (v) vulnerability to regional economic factors because of our geographic market concentration; (vi) increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims; (vii) failure to manage growth of our operations and the effectiveness of our sales and marketing efforts; (viii) the impact of the competitive environment in the PEO industry on our growth and/or profitability; (ix) our liability for worksite employee payroll, payroll taxes and benefits costs; (x) our liability for disclosure of sensitive or private information; (xi) our ability to integrate or realize expected returns on our acquisitions; (xii) failure of our information technology systems; (xiii) an adverse final judgment or settlement of claims against Insperity; and (xiv) disruptions to our business resulting from the actions of certain stockholders. These factors are discussed in further detail in Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

Except to the extent otherwise required by federal securities law, we do not undertake any obligation to update our forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.







Insperity, Inc.
Summary Financial Information
(in thousands, except per share amounts and statistical data)
 
 
September 30,
2016
 
December 31,
2015
 
 
(Unaudited)
 
 
Assets:
 
 
 
 
Cash and cash equivalents
 
$
223,550

 
$
269,538

Restricted cash
 
41,779

 
37,418

Marketable securities
 
1,820

 
9,875

Accounts receivable, net
 
241,409

 
200,665

Prepaid insurance
 
17,596

 
7,417

Other current assets
 
18,426

 
17,135

Income taxes receivable
 
4,084

 

Total current assets
 
548,664

 
542,048

Property and equipment, net
 
72,737

 
61,759

Prepaid health insurance
 
9,000

 
9,000

Deposits
 
139,288

 
140,162

Goodwill and other intangible assets, net
 
13,213

 
13,588

Deferred income taxes, net
 
9,771

 
16,976

Other assets
 
2,213

 
1,379

Total assets
 
$
794,886

 
$
784,912

Liabilities and stockholders’ equity:
 
 
 
 
Accounts payable
 
$
4,034

 
$
5,381

Payroll taxes and other payroll deductions payable
 
162,076

 
205,393

Accrued worksite employee payroll cost
 
202,502

 
161,917

Accrued health insurance costs
 
20,707

 
13,643

Accrued workers’ compensation costs
 
43,930

 
39,053

Accrued corporate payroll and commissions
 
28,446

 
39,103

Other accrued liabilities
 
23,170

 
20,250

Income taxes payable
 

 
2,971

Total current liabilities
 
484,865

 
487,711

Accrued workers’ compensation costs
 
136,041

 
124,746

Long-term debt
 
104,400

 

Total noncurrent liabilities
 
240,441

 
124,746

Stockholders’ equity:
 
 
 
 
Common stock
 
277

 
308

Additional paid-in capital
 
7,047

 
144,701

Treasury stock, at cost
 
(211,662
)
 
(205,325
)
Retained earnings
 
273,918

 
232,771

Total stockholders’ equity
 
69,580

 
172,455

Total liabilities and stockholders’ equity
 
$
794,886

 
$
784,912




Insperity, Inc.
Summary Financial Information (continued)
(in thousands, except per share amounts and statistical data)
(Unaudited)


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Operating results:
 
 
 
 
 
 
 
 
 
 
 
Revenues (gross billings of $4.314 billion, $3.826 billion, $13.040 billion and $11.469 billion less worksite employee payroll cost of $3.611 billion, $3.200 billion, $10.828 billion and $9.515 billion, respectively)
$
702,538

 
$
626,286

 
12.2
 %
 
$
2,212,278

 
$
1,953,603

 
13.2
 %
Direct costs:
 
 
 
 
 
 
 
 
 
 
 
Payroll taxes, benefits and workers’ compensation costs
584,742

 
519,543

 
12.5
 %
 
1,831,207

 
1,612,781

 
13.5
 %
Gross profit
117,796

 
106,743

 
10.4
 %
 
381,071

 
340,822

 
11.8
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Salaries, wages and payroll taxes
56,897

 
51,329

 
10.8
 %
 
170,910

 
158,311

 
8.0
 %
Stock-based compensation
4,191

 
3,710

 
13.0
 %
 
12,527

 
10,174

 
23.1
 %
Commissions
5,030

 
4,516

 
11.4
 %
 
13,646

 
12,923

 
5.6
 %
Advertising
3,540

 
3,193

 
10.9
 %
 
13,299

 
13,257

 
0.3
 %
General and administrative expenses
21,318

 
19,572

 
8.9
 %
 
66,356

 
65,002

 
2.1
 %
Depreciation and amortization
4,047

 
4,487

 
(9.8
)%
 
12,494

 
14,362

 
(13.0
)%
Impairment charges and other

 

 

 

 
11,120

 

Total operating expenses
95,023

 
86,807

 
9.4
 %
 
289,232

 
285,149

 
1.4
 %
Operating income
22,773

 
19,936

 
14.2
 %
 
91,839

 
55,673

 
65.0
 %
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest income
335

 
145

 
131.0
 %
 
927

 
336

 
175.9
 %
Interest expense
(628
)
 
(126
)
 
398.4
 %
 
(1,915
)
 
(350
)
 
447.1
 %
Income before income tax expense
22,480

 
19,955

 
12.7
 %
 
90,851

 
55,659

 
63.2
 %
Income tax expense
8,415

 
8,005

 
5.1
 %
 
34,380

 
22,608

 
52.1
 %
Net income
$
14,065

 
$
11,950

 
17.7
 %
 
$
56,471

 
$
33,051

 
70.9
 %
Less distributed and undistributed earnings allocated to participating securities
(330
)
 
(303
)
 
8.9
 %
 
(1,283
)
 
(822
)
 
56.1
 %
Net income allocated to common shares
$
13,735

 
$
11,647

 
17.9
 %
 
$
55,188

 
$
32,229

 
71.2
 %
Basic net income per share of common stock
$
0.66

 
$
0.48

 
37.5
 %
 
$
2.64

 
$
1.32

 
100.0
 %
Diluted net income per share of common stock
$
0.66

 
$
0.48

 
37.5
 %
 
$
2.64

 
$
1.32

 
100.0
 %







Insperity, Inc.
Summary Financial Information (continued)
(in thousands, except per share amounts and statistical data)
(Unaudited)


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Statistical Data:
 
 
 
 
 
 
 
 
 
 
 
Average number of worksite employees paid per month
168,909

 
149,086

 
13.3
 %
 
163,607

 
143,392

 
14.1
 %
Revenues per worksite employee per month(1)
$
1,386

 
$
1,400

 
(1.0
)%
 
$
1,502

 
$
1,514

 
(0.8
)%
Gross profit per worksite employee per month
232

 
239

 
(2.9
)%
 
259

 
264

 
(1.9
)%
Operating expenses per worksite employee per month
187

 
194

 
(3.6
)%
 
197

 
221

 
(10.9
)%
Operating income per worksite employee per month
45

 
45

 

 
62

 
43

 
44.2
 %
Net income per worksite employee per month
28

 
27

 
3.7
 %
 
38

 
26

 
46.2
 %

(1) Gross billings of $8,513, $8,555, $8,856 and $8,887 per worksite employee per month, less payroll cost of $7,127, $7,155, $7,354 and $7,373 per worksite employee per month, respectively.




Insperity, Inc.
Summary Financial Information (continued)
(in thousands, except per share amounts and statistical data)
(Unaudited)

GAAP to Non-GAAP Reconciliation Tables

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost (GAAP)
 
$
3,611,159

 
$
3,199,788

 
12.9
 %
 
$
10,828,301

 
$
9,515,662

 
13.8
 %
Less: Bonus payroll cost
 
255,112

 
262,445

 
(2.8
)%
 
1,050,649

 
1,038,315

 
1.2
 %
Non-bonus payroll cost
 
$
3,356,047

 
$
2,937,343

 
14.3
 %
 
$
9,777,652

 
$
8,477,347

 
15.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost per worksite employee per month (GAAP)
 
$
7,127

 
$
7,155

 
(0.4
)%
 
$
7,354

 
$
7,373

 
(0.3
)%
Less: Bonus payroll cost per worksite employee per month
 
504

 
588

 
(14.3
)%
 
714

 
805

 
(11.3
)%
Non-bonus payroll cost per worksite employee per month
 
$
6,623

 
$
6,567

 
0.9
 %
 
$
6,640

 
$
6,568

 
1.1
 %

Non-bonus payroll cost represents payroll cost excluding the impact of bonus payrolls paid to the company’s worksite employees. Bonus payroll cost varies from period to period, but has no direct impact to the company’s ultimate workers’ compensation costs under the current program. As a result, Insperity management refers to non-bonus payroll cost in analyzing, reporting and forecasting the company’s workers’ compensation costs.

 
 
September 30,
2016
 
December 31,
2015
 
 
 
Cash, cash equivalents and marketable securities (GAAP)
 
$
225,370

 
$
279,413

Less: Amounts payable for withheld federal and state income taxes, employment taxes and other payroll deductions
 
148,789

 
185,719

Customer prepayments
 
8,661

 
17,037

Adjusted cash, cash equivalents and marketable securities
 
$
67,920

 
$
76,657


Adjusted cash, cash equivalents and marketable securities excludes funds associated with federal and state income tax withholdings, employment taxes and other payroll deductions, as well as client prepayments. Insperity management believes adjusted cash, cash equivalents and marketable securities is a useful measure of the company’s available funds.




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses (GAAP)
 
$
95,023

 
$
86,807

 
9.4
 %
 
$
289,232

 
$
285,149

 
1.4
 %
Less: Impairment charges and other
 

 

 

 

 
11,120

 
(100.0
)%
Stockholder advisory expenses
 

 

 

 
323

 
1,546

 
(79.1
)%
Adjusted operating expenses
 
$
95,023

 
$
86,807

 
9.4
 %
 
$
288,909

 
$
272,483

 
6.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses per worksite employee per month (GAAP)
 
$
187

 
$
194

 
(3.6
)%
 
$
197

 
$
221

 
(10.9
)%
Less: Impairment charges and other per worksite employee per month
 

 

 

 

 
9

 
(100.0
)%
Stockholder advisory expenses per worksite employee per month
 

 

 

 

 
1

 
(100.0
)%
Adjusted operating expenses per worksite employee per month
 
$
187

 
$
194

 
(3.6
)%
 
$
197

 
$
211

 
(6.6
)%

Adjusted operating expenses represent operating expenses excluding the impact of impairment and other charges related to the sale of two aircraft and stockholder advisory expenses. Insperity management believes adjusted operating expenses is a useful measure of the company’s operating costs, as it allows for additional analysis of the company’s operating expenses separate from the impact of these items.




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
14,065

 
$
11,950

 
17.7
 %
 
$
56,471

 
$
33,051

 
70.9
 %
Income tax expense
 
8,415

 
8,005

 
5.1
 %
 
34,380

 
22,608

 
52.1
 %
Interest expense
 
628

 
126

 
398.4
 %
 
1,915

 
350

 
447.1
 %
Depreciation and amortization
 
4,047

 
4,487

 
(9.8
)%
 
12,494

 
14,362

 
(13.0
)%
EBITDA
 
27,155

 
24,568

 
10.5
 %
 
105,260

 
70,371

 
49.6
 %
Impairment charges and other
 

 

 

 

 
11,120

 
(100.0
)%
Stock-based compensation
 
4,191

 
3,710

 
13.0
 %
 
12,527

 
10,174

 
23.1
 %
Stockholder advisory expenses
 

 

 

 
323

 
1,546

 
(79.1
)%
Adjusted EBITDA
 
$
31,346

 
$
28,278

 
10.8
 %
 
$
118,110

 
$
93,211

 
26.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per worksite employee per month (GAAP)
 
$
28

 
$
27

 
3.7
 %
 
$
38

 
$
26

 
46.2
 %
Income tax expense per worksite employee per month
 
17

 
18

 
(5.6
)%
 
23

 
18

 
27.8
 %
Interest expense per worksite employee per month
 
1

 

 

 
1

 

 

Depreciation and amortization per worksite employee per month
 
8

 
10

 
(20.0
)%
 
9

 
11

 
(18.2
)%
EBITDA per worksite employee per month
 
54

 
55

 
(1.8
)%
 
71

 
55

 
29.1
 %
Impairment charges and other per worksite employee per month
 

 

 

 

 
9

 
(100.0
)%
Stock-based compensation per worksite employee per month
 
8

 
8

 

 
9

 
7

 
28.6
 %
Stockholder advisory expenses per worksite employee per month
 

 

 

 

 
1

 
(100.0
)%
Adjusted EBITDA per worksite employee per month
 
$
62

 
$
63

 
(1.6
)%
 
$
80

 
$
72

 
11.1
 %

EBITDA represents net income computed in accordance with generally accepted accounting principles (“GAAP”), plus interest expense, income tax expense, depreciation and amortization expense. Adjusted EBITDA represents EBITDA plus non-cash impairment and other charges, costs associated with stockholder advisory expenses and stock-based compensation. Insperity management believes EBITDA and Adjusted EBITDA are often useful measures of the company’s operating performance, as they allow for additional analysis of the company’s operating results separate from the impact of these items.




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
14,065

 
$
11,950

 
17.7
%
 
$
56,471

 
$
33,051

 
70.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Impairment charges and other
 

 

 

 

 
11,120

 
(100.0
)%
Stock-based compensation
 
4,191

 
3,710

 
13.0
%
 
12,527

 
10,174

 
23.1
 %
Stockholder advisory expenses
 

 

 

 
323

 
1,546

 
(79.1
)%
Total non-GAAP adjustments
 
4,191

 
3,710

 
13.0
%
 
12,850

 
22,840

 
(43.7
)%
Tax effect on non-GAAP adjustments
 
(1,569
)
 
(1,489
)
 
5.4
%
 
(4,858
)
 
(9,313
)
 
(47.8
)%
Adjusted net income (non-GAAP)
 
$
16,687

 
$
14,171

 
17.8
%
 
$
64,463

 
$
46,578

 
38.4
 %

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income per share of common stock (GAAP)
 
$
0.66

 
$
0.48

 
37.5
%
 
$
2.64

 
$
1.32

 
100.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Impairment charges and other
 

 

 

 

 
0.44

 
(100.0
)%
Stock-based compensation
 
0.20

 
0.15

 
33.3
%
 
0.59

 
0.40

 
47.5
 %
Stockholder advisory expenses
 

 

 

 
0.02

 
0.06

 
(66.7
)%
Total non-GAAP adjustments
 
0.20

 
0.15

 
33.3
%
 
0.61

 
0.90

 
(32.2
)%
Tax effect on non-GAAP adjustments
 
(0.08
)
 
(0.06
)
 
33.3
%
 
(0.24
)
 
(0.36
)
 
(33.3
)%
Adjusted diluted net income per share of common stock
 
$
0.78

 
$
0.57

 
36.8
%
 
$
3.01

 
$
1.86

 
61.8
 %

Adjusted net income and adjusted diluted net income per share of common stock represent net income and diluted net income per share computed in accordance with GAAP, excluding the impact of non-cash impairment and other charges related to the sale of two aircraft in 2015, stock-based compensation and costs associated with stockholder advisory expenses. Insperity management believes adjusted net income and adjusted diluted net income per share are useful measures of the company’s operating performance in this period, as they allow for additional analysis of the company’s operating results separate from the impact of these items.

Non-bonus payroll, adjusted cash, cash equivalents and marketable securities, adjusted operating expenses, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted net income per share of common stock are not financial measures prepared in accordance with GAAP and may be different from similar measures used by other companies. Non-bonus payroll, adjusted cash, cash equivalents and marketable securities, adjusted operating expenses, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted net income per share of common stock should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures as provided in the tables above.




The following is a reconciliation of GAAP to non-GAAP financial measures for fourth quarter and full year 2016 guidance (in millions, except per share amounts):
 
 
Q4 2016 
  Guidance
 
Full Year 2016 
  Guidance
 
 
 
 
 
Net income (GAAP)
 
$7.5 - $9.5

 
$64 - $66

Income tax expense
 
6

 
40

Interest expense
 
1

 
3

Depreciation and amortization
 
4

 
17

EBITDA
 
18.5 - 20.5

 
124 - 126

Stock-based compensation
 
4

 
17

Adjusted EBITDA
 
$22.5 - $24.5

 
$141 - $143

 
 
 
 
 
Diluted net income per share of common stock (GAAP)
 
$0.40 - $0.45

 
$3.04 - $3.09

Stock-based compensation
 
0.20

 
0.78

Stockholder advisory expenses
 

 
0.02

Total non-GAAP adjustments
 
0.20

 
0.80

Tax effect on non-GAAP adjustments
 
(0.08
)
 
(0.31
)
Adjusted EPS
 
$0.52 - $0.57

 
$3.53 - $3.58


###

EX-99.3 4 a09302016-ex993directornom.htm EXHIBIT 99.3 Exhibit


Exhibit 99.3
Insperity Appoints New Independent Director to Board
HOUSTON - November 1, 2016 - Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced that its board of directors has appointed Timothy Clifford as a new independent director.
“Tim brings extensive executive experience in the HR technology and HR services industries, as well as significant executive and entrepreneurial experience with start-up and growth companies.” said Paul J. Sarvadi, chairman and chief executive officer. “We look forward to the additional expertise and insight Tim will bring to our board for the benefit of Insperity shareholders, the company, and our small business and emerging growth clients.”
Mr. Clifford currently serves as president and chief executive officer of Frontline Education, a private equity backed cloud software company that manages human resources functions at over 7,500 public school districts in the U.S. From 2010 through 2013, Mr. Clifford was a corporate officer and co-president of Automatic Data Processing (NYSE:ADP) National Accounts, a $2.5 billion human capital management software and services business serving the largest U.S. companies and was the co-founder and chief executive officer of Workscape, Inc., a pioneering cloud software provider to the human capital management industry, from 1999 until its acquisition by ADP in 2010. Prior to Workscape, he held executive positions at HealthPlan Services, Consolidated Group and Prudential Insurance Company. He has also served as a director and audit committee member of Carbonite Inc. (Nasdaq:CARB). Mr. Clifford holds a Bachelor's degree in liberal arts from Northeastern University in Boston.
Mr. Clifford has been appointed as a Class II director with a term expiring at annual meeting of the stockholders in 2018.
About Insperity

Insperity, a trusted advisor to America’s best businesses for more than 30 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity® Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization® solution. Additional company offerings include Human Capital Management, Payroll Software, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2015 revenues of $2.6 billion, Insperity operates in 60 offices throughout the United States. For more information, visit http://www.insperity.com.

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Insperity, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our expectations, estimates and projections at the time such statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from





those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) adverse economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) the ability to secure competitive replacement contracts for health insurance and workers’ compensation contracts at expiration of current contracts; (iv) increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims; (v) failure to manage growth of our operations and the effectiveness of our sales and marketing efforts; (vi) the competitive environment in the PEO industry may impact growth and/or profitability; (vii) our liability for worksite employee payroll, payroll taxes and benefits costs; (viii) our liability for disclosure of sensitive or private information; (ix) our ability to integrate or realize expected returns on our acquisitions; (x) failure of our information technology systems; (xi) an adverse final judgment or settlement of claims against Insperity; and (xii) the actions of certain stockholders could disrupt our business. These factors are discussed in further detail in Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

Except to the extent otherwise required by federal securities law, we do not undertake any obligation to update our forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

###