0000937098-18-000168.txt : 20181029 0000937098-18-000168.hdr.sgml : 20181029 20181029163039 ACCESSION NUMBER: 0000937098-18-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181029 DATE AS OF CHANGE: 20181029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINET GROUP INC CENTRAL INDEX KEY: 0000937098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 953359658 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36373 FILM NUMBER: 181144562 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE., SUITE 600 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 5103525000 MAIL ADDRESS: STREET 1: ONE PARK PLACE., SUITE 600 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: TRINET EMPLOYER GROUP INC DATE OF NAME CHANGE: 20000126 8-K 1 tnet-093018x8k.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): October 29, 2018
 
 
TRINET GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
Delaware
001-36373
95-3359658
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
One Park Place, Suite 600, Dublin, CA
 
94568
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 352-5000
 
 
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:
¨
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
 





Item 2.02. Results of Operations and Financial Condition

On October 29, 2018, TriNet Group, Inc. (the "Company") issued a press release announcing the Company’s financial and operating results for the quarter ended September 30, 2018. A copy of the press release, entitled “TriNet Announces Third Quarter 2018 Results,” is furnished as Exhibit 99.1 hereto and incorporated by reference.
 
The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits  
Exhibit
Number
Description
99.1
Press release, dated September 30, 2018, entitled "TriNet Announces Third Quarter 2018 Results."





INDEX TO EXHIBITS
 

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.
 
 
 
 
TriNet Group, Inc.
Date:
October 29, 2018
By:
/s/ Brady Mickelsen
 
 
 
Brady Mickelsen
 
 
 
Senior Vice President, Chief Legal Officer and Secretary


EX-99.1 2 tnet-093018xexhibit991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1 
TriNet Announces Third Quarter 2018 Results
7% Growth in GAAP Total Revenues and 11% Growth in Net Service Revenues for the Third Quarter
20% Growth in GAAP Net Income and 35% Growth in Adjusted Net Income for the Third Quarter

DUBLIN, Calif. — October 29, 2018 TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive human resources solutions for small to midsize businesses, today announced financial results for the third quarter ended September 30, 2018. The highlights below include non-GAAP financial measures which are reconciled later in this release.
Third quarter highlights include:
GAAP Total revenues increased 7% to $875 million while Net Service Revenues increased 11% to $228 million, each as compared to the same period last year.
Net income was $51 million, or $0.71 per diluted share, compared to net income of $43 million, or $0.60 per diluted share, in the same period last year.
Adjusted Net Income was $55 million, or $0.75 per diluted share, compared to Adjusted Net Income of $41 million, or $0.56 per diluted share, in the same period last year.
Adjusted EBITDA was $88 million, a 9% increase from the same period last year.
Average WSEs decreased 2% as compared to the same period last year, to approximately 318,000.
"We delivered strong financial results during the third quarter, as we executed on our vertical market strategy," said Burton M. Goldfield, TriNet's President and CEO.  "We’re leveraging our scale, enhanced technology platform and industry-tailored approach to address the unique HR needs of our customers, allowing them to pursue transformational outcomes for their employees and their organizations. Our disciplined and differentiated approach to this market opportunity has led to profitable growth and market penetration. We are strategically investing in sales, marketing, and process improvements to strengthen our overall position and secure our long-term growth trajectory.”
TriNet's total revenues for the third quarter of 2018 increased 7% from the third quarter of 2017 to 875 million, while Net Service Revenues (Total revenues less insurance costs) for the third quarter of 2018 increased 11% from the third quarter of 2017 to $228 million. Net Insurance Service Revenues for the third quarter of 2018 consisted of insurance service revenues of 756 million and insurance costs $647 million. Professional service revenues for the third quarter of 2018 increased 6%, and Net Insurance Service Revenues increased 17%, in each case, compared to the third quarter of 2017.
At September 30, 2018, TriNet had cash and cash equivalents of $237 million and total debt of $418 million.
Quarterly Report on Form 10-Q

We anticipate filing our Quarterly Report on Form 10-Q (“Form 10-Q”) for the nine months ended September 30, 2018 with the SEC and making it available at www.trinet.com today, October 29, 2018. This press release should be read in conjunction with the Form 10-Q and the related Notes to Condensed Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-Q.

 
 
 
1


Earnings Conference Call and Audio Webcast
TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its quarterly results and its outlook for the fourth quarter and full year 2018. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to: http://dpregister.com/10124899. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.” The live webcast of the conference call can be accessed on the Investor Relations section of TriNet’s website at http://investor.trinet.com. A replay of the webcast will be available on this site for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 10124899.
About TriNet
TriNet is a leading provider of a comprehensive human resources solutions for small to midsize businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to us, allowing them to focus on operating and growing their core businesses. Our HR solutions include services such as payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers' compensation insurance. Our services are delivered by our expert team of HR professionals and enabled by our technology platform, with online and mobile tools, which allows our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to TriNet’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled “Non-GAAP Financial Measures.”
Forward-Looking Statements
This press release contains, and statements made during the above referenced conference call will contain, statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among other things, TriNet’s expectations and assumptions regarding: its ability deliver profitable growth; its ability to achieve volume growth in it worksite employees; and its ability to successfully leverage its scale. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or variations. These statements are not guarantees of future performance, but are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past or future results, performance or achievements. Investors are cautioned not to place undue reliance upon any forward-looking statements.

 
 
 
2


Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: risks associated with changes in, uncertainty regarding, or adverse application of complex laws and regulations that govern our business; our ability to be recognized as an employer of worksite employees under federal and state regulations; our ability to mitigate business risks associated with our co-employment relationship with our worksite employees; our ability to secure private and confidential client and worksite employee data and our information technology (IT) infrastructure against cyber-attacks and security breaches; our ability to manage unexpected changes in workers’ compensation and health insurance claims by worksite employees; fluctuation in our results of operation as a result of numerous factors, many of which are outside of our control, such as the volume and severity of our workers’ compensation and health insurance claims and the amount and timing of our insurance costs, operating expenses and capital expenditure requirements; failures or limitations in our business systems; our ability to remediate the material weakness in our internal controls over financial reporting; our ability to effectively integrate businesses we have acquired and new businesses we may acquire in the future; the effects of volatility in the financial and economic environment on the businesses that make up our client base; our ability to effectively manage our growth; market acceptance of our vertical strategy; our ability to manage our sales force effectively; the concentration of our clients in certain geographies and industries; the outcome of existing and future legal proceedings; changes in our income tax positions or adverse outcomes from on-going and future audits; adverse changes in our insurance coverage or our relationships with key insurance carriers; our ability to manage client attrition; our ability to comply with the restrictions of our credit facility and meet our debt obligations; the effects of increased competition; and our ability to compete effectively.
Further information on risks that could affect TriNet’s results is included in our filings with the U.S. Securities and Exchange Commission (SEC), including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on our investor relations website at http://investor.trinet.com and on the SEC’s website at www.sec.gov. Copies of these filings are also available by contacting TriNet Corporation's Investor Relations Department at (510) 875-7201. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements in this press release, and any forward-looking statements in this press release speak only as of the date of this press release. In addition, we do not assume any obligation, and do not intend, to update any of our forward-looking statements, except as required by law.
Contacts:
 
Investors:
Media:
Alex Bauer
Fatima Afzal
TriNet
TriNet
Investorrelations@TriNet.com
Fatima.Afzal@TriNet.com
(510) 875-7201
(510) 875-7265


 
 
 
3

FINANCIAL HIGHLIGHTS
 

Key Financial and Operating Metrics
We regularly review certain key financial and operating metrics to evaluate growth trends, measure our performance and make strategic decisions. These key financial and operating metrics may change over time. Our key financial and operating metrics for the periods presented were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Percent Change
(in millions, except per share and operating metrics data)
2018
 
2017
 
2018
 
2017
 
Q3 2018 vs 2017
YTD 2018 vs. 2017
Income Statement Data:
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
875

 
$
818

 
$
2,586

 
$
2,427

 
7

%
7

%
Operating income
62

 
63

 
209

 
169

 
(1
)
 
24

 
Net income
51

 
43

 
163

 
112

 
20

 
46

 
Diluted net income per share of common stock
0.71

 
0.60

 
2.25

 
1.57

 
18

 
43

 
Non-GAAP measures (1):
 
 
 
 
 
 
 
 


 
 
 
Net Service Revenues (1)
228

 
205

 
668

 
605

 
11

%
10

%
Net Insurance Service Revenues (1)
109

 
93

 
305

 
264

 
17

 
15

 
Adjusted EBITDA (1)
88

 
80

 
277

 
216

 
9

 
28

 
Adjusted Net Income (1)
55

 
41

 
176

 
109

 
35

 
62

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Metrics:
 
 
 
 
 
 
 
 
 
 
 
 
Total WSEs payroll and payroll taxes processed (in millions)
$
8,669

 
$
8,061

 
$
27,360

 
$
25,835

 
8

%
6

%
Total WSEs at period end
317,496

 
325,138

 
317,496

 
325,138

 
(2
)
 
(2
)
 
Average WSEs
318,129

 
324,043

 
315,512

 
325,347

 
(2
)
 
(3
)
 
(1)
Refer to Non-GAAP Financial Measures section in the following pages for definitions and reconciliations from GAAP measures.
(in millions)
September 30, 2018
 
December 31, 2017
 
Percent
Change
Balance Sheet Data:
 
 
 
 
 
 
Cash and cash equivalents
$
237

 
$
336

 
(29
)
%
Working capital
226

 
234

 
(3
)
 
Total assets
2,104

 
2,593

 
(19
)
 
Notes payable
418

 
423

 
(1
)
 
Total liabilities
1,754

 
2,387

 
(27
)
 
Total stockholders’ equity
350

 
206

 
70

 
 
Nine Months Ended September 30,
 
Percent
(in millions, except operating metrics data)
2018
 
2017
 
Change
Cash Flow Data:
 
 
 
 
 
 
Net cash used in operating activities (1)
$
(476
)
 
$
(141
)
 
236

%
Net cash provided by (used in) investing activities
(169
)
 
(15
)
 
1,045

 
Net cash used in financing activities
(62
)
 
(65
)
 
(4
)
 
(1)
Prior year balance has been retrospectively adjusted for Accounting Standards Update (ASU) 2016-18.


 
 
 
4

FINANCIAL STATEMENTS
 

TRINET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions, except share and per share data)
2018
2017
 
2018
2017
Professional service revenues
$
119

$
112

 
$
363

$
341

Insurance service revenues
756

706

 
2,223

2,086

Total revenues
875

818

 
2,586

2,427

Insurance costs
647

613

 
1,918

1,822

Cost of providing services (exclusive of depreciation and amortization of intangible assets)
58

50

 
166

157

Sales and marketing
52

44

 
132

139

General and administrative
33

28

 
95

82

Systems development and programming
12

11

 
36

34

Depreciation
10

8

 
26

20

Amortization of intangible assets
1

1

 
4

4

Total costs and operating expenses
813

755

 
2,377

2,258

Operating income
62

63

 
209

169

Other income (expense):
 
 
 
 
 
Interest expense, bank fees and other, net
(2
)
(5
)
 
(10
)
(13
)
Income before provision for income taxes
60

58

 
199

156

Income tax expense
9

15

 
36

44

Net income
$
51

$
43

 
$
163

$
112

Other comprehensive income, net of tax


 


Comprehensive income
$
51

$
43

 
$
163

$
112

 
 
 
 
 
 
Net income per share:
 
 
 
 
 
Basic
$
0.73

$
0.62

 
$
2.32

$
1.62

Diluted
$
0.71

$
0.60

 
$
2.25

$
1.57

Weighted average shares:
 
 
 
 
 
Basic
70,556,877

69,498,218

 
70,353,597

69,016,054

Diluted
72,599,944

71,499,591

 
72,388,598

71,138,743

 
 


 
 
 
5

FINANCIAL STATEMENTS
 

TRINET GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except share and per share data)
September 30,
2018
 
December 31,
2017
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
237

 
 
$
336

Investments
 
38

 
 

Restricted cash, cash equivalents and investments
 
621

 
 
1,280

Worksite employee related assets:
 
 
 
 
 
Unbilled revenue
$
306

 
 
$
297

 
Accounts receivable
5

 
 
20

 
Prepaid insurance premiums and other insurance related receivables
47

 
 
26

 
Other payroll assets
45

 
 
17

 
Worksite employee related assets
 
403

 
 
360

Prepaid expenses and other current assets
 
38

 
 
15

Total current assets
 
1,337

 
 
1,991

Investments, noncurrent
 
130

 
 

Restricted cash, cash equivalents and investments, noncurrent
 
181

 
 
162

Workers' compensation collateral receivable
 
40

 
 
39

Property and equipment, net
 
78

 
 
70

Goodwill and other intangible assets, net
 
311

 
 
315

Other assets
 
27

 
 
16

Total assets
 
$
2,104

 
 
$
2,593

Liabilities and stockholders’ equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable and other current liabilities
 
$
43

 
 
$
59

Accrued corporate wages
 
37

 
 
40

Notes payable
 
22

 
 
40

Worksite employee related liabilities:
 
 
 
 
 
Accrued wages
$
326

 
 
$
289

 
Client deposits
35

 
 
52

 
Payroll tax liabilities and other payroll withholdings
419

 
 
1,034

 
Health benefits loss reserves
144

 
 
151

 
Workers' compensation loss reserves
68

 
 
67

 
Insurance premiums and other payables
17

 
 
25

 
Worksite employee related liabilities
 
1,009

 
 
1,618

Total current liabilities
 
1,111

 
 
1,757

Notes payable, noncurrent
 
396

 
 
383

Workers' compensation loss reserves
 
159

 
 
165

Deferred income taxes
 
72

 
 
68

Other liabilities
 
16

 
 
14

Total liabilities
 
1,754

 
 
2,387

Commitments and contingencies
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
Preferred stock
 

 
 

Common stock and additional paid-in capital
 
623

 
 
583

Accumulated deficit
 
(273
)
 
 
(377
)
Total stockholders’ equity
 
350

 
 
206

Total liabilities and stockholders’ equity
 
$
2,104

 
 
$
2,593


 
 
 
6

FINANCIAL STATEMENTS
 

TRINET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine Months Ended September 30,
(in millions)
2018
2017
Operating activities
 
 
Net income
$
163

$
112

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
36

26

Stock-based compensation
31

21

Deferred income taxes


Changes in operating assets and liabilities:
 
 
Prepaid income taxes
1

42

Prepaid expenses and other current assets
(24
)
(1
)
Workers' compensation collateral receivable and other noncurrent assets
(10
)
(7
)
Accounts payable and other current liabilities
(9
)
7

Accrued corporate wages
(4
)
1

Workers' compensation loss reserves and other noncurrent liabilities

4

Worksite employee related assets
(51
)
(5
)
Worksite employee related liabilities
(609
)
(341
)
Net cash used in operating activities
(476
)
(141
)
Investing activities
 
 
Purchases of marketable securities
(223
)

Proceeds from sale of marketable securities
54


Proceeds from maturity of marketable securities
33

14

Acquisitions of property and equipment
(33
)
(29
)
Net cash used in investing activities
(169
)
(15
)
Financing activities
 
 
Repurchase of common stock
(47
)
(39
)
Proceeds from issuance of common stock on exercised options
6

9

Proceeds from issuance of common stock on employee stock purchase plan
3

2

Awards effectively repurchased for required employee withholding taxes
(15
)
(8
)
Proceeds from issuance of notes payable, net
210


Payments for extinguishment of debt
(204
)

Repayment of notes payable
(15
)
(29
)
Net cash used in financing activities
(62
)
(65
)
Net decrease in cash and cash equivalents, unrestricted and restricted
(707
)
(221
)
Cash and cash equivalents, unrestricted and restricted:

 
 
Beginning of period
1,738

1,233

End of period
$
1,031

$
1,012

 
 
 
Supplemental disclosures of cash flow information
 
 
Interest paid
$
13

$
12

Income taxes paid (refunded), net
33


Supplemental schedule of noncash investing and financing activities
 
 
Payable for purchase of property and equipment
$
2

$
2.45

Supplemental schedule of cash and cash equivalents
 
 
Net increase (decrease) in unrestricted cash and cash equivalents
$
(99
)
$
80

Net decrease in restricted cash and cash equivalents
(608
)
(301
)



 
 
 
7

NON-GAAP FINANCIAL MEASURES
 

Non-GAAP Financial Measures
In addition to financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.
The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation from, as superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
Non-GAAP Measure
Definition
How We Use The Measure
Net Service Revenues
• Sum of professional service revenues and Net Insurance Service Revenues, or total revenues less insurance costs.
• Provides a comparable basis of revenues on a net basis. Professional service revenues are represented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes.
• Acts as the basis to allocate resources to different functions and evaluates the effectiveness of our business strategies by each business function.
• Provides a measure, among others, used in the determination of incentive compensation for management.
Net Insurance Service Revenues
• Insurance service revenues less insurance costs.
• Is a component of Net Service Revenues.
• Provides a comparable basis of revenues on a net basis. Professional service revenues are represented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes. Promotes an understanding of our insurance services business by evaluating insurance service revenues net of our WSE related costs which are substantially pass-through for the benefit of our WSEs. Under GAAP, insurance service revenues and costs are recorded gross as we have latitude in establishing the price, service and supplier specifications.
• We also sometimes refer to Net Insurance Service Margin, which is the ratio of Net Insurance Revenue to Insurance Service Revenues.

 
 
 
8

NON-GAAP FINANCIAL MEASURES
 

Non-GAAP Measure
Definition
How We Use The Measure
Adjusted EBITDA
• Net income, excluding the effects of:
- income tax provision,
- interest expense,
- depreciation,
- amortization of intangible assets, and
- stock-based compensation expense.

• Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-cash charges such as depreciation and amortization, and stock-based compensation recognized based on the estimated fair values. We believe these charges are not directly resulting from our core operations or indicative of our ongoing operations.
• Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects.
• Provides a measure, among others, used in the determination of incentive compensation for management.
• We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to Net Service Revenue.
Adjusted Net Income
• Net income, excluding the effects of:
- effective income tax rate(1),
- stock-based compensation,
- amortization of intangible assets,
- non-cash interest expense(2), and
- the income tax effect (at our effective tax rate(1)) of these pre-tax adjustments.
• Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges.
(1)
We have adjusted the non-GAAP effective tax rate to 26% for 2018 from 41% for 2017, due primarily to a decrease in the statutory rate from 35% to 21%. These non-GAAP effective tax rates exclude the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.
(2)
Non-cash interest expense represents amortization and write-off of our debt issuance costs.

 
 
 
9

NON-GAAP FINANCIAL MEASURES
 

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of Total revenues to Net Service Revenues:
 
Three Months Ended
 
Change
 
 
Nine Months Ended
 
Change
 
 
September 30,
 
Q3 2018 vs 2017
 
 
September 30,
 
YTD 2018 vs. 2017
 
(in millions)
2018
 
2017
 
$
%
 
2018
 
2017
 
$
%
 
Total revenues
$
875

 
$
818

 
$
57

7
%
 
$
2,586

 
$
2,427

 
$
159

7
%
Less: Insurance costs
647

 
613

 
34

5
 
 
1,918

 
1,822

 
96

5
 
Net Service Revenues
$
228

 
$
205

 
$
23

11
%
 
$
668

 
$
605

 
$
63

10
%

The table below presents a reconciliation of Insurance service revenues to Net Insurance Service Revenues:
 
Three Months Ended
 
Change
 
 
Nine Months Ended
 
Change
 
 
September 30,
 
Q3 2018 vs 2017
 
 
September 30,
 
YTD 2018 vs. 2017
 
(in millions)
2018
 
2017
 
$
%
 
2018
 
2017
 
$
%
Insurance service revenues
$
756

 
$
706

 
$
50

7
%
 
$
2,223

 
$
2,086

 
$
137

7
%
Less: Insurance costs
647

 
613

 
34

5
 
 
1,918

 
1,822

 
96

5
 
Net Insurance Service Revenues
$
109

 
$
93

 
$
16

17
%
 
$
305

 
$
264

 
$
41

15
%
Net Insurance Service Revenues Margin
14
%
 
13
%
 
 
 
 
 
14
%
 
13
%
 
 
 
 


The table below presents a reconciliation of Net income to Adjusted EBITDA:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions)
2018
 
2017
 
2018
 
2017
Net income
$
51

 
$
43

 
$
163

 
$
112

Provision for income taxes
9

 
15

 
36

 
44

Stock-based compensation
12

 
8

 
31

 
21

Interest expense and bank fees
5

 
5

 
17

 
15

Depreciation
10

 
8

 
26

 
20

Amortization of intangible assets
1

 
1

 
4

 
4

Adjusted EBITDA
$
88

 
$
80

 
277

 
$
216

Adjusted EBITDA Margin
38
%
 
39
%
 
41
%
 
36
%


 
 
 
10

NON-GAAP FINANCIAL MEASURES
 

The table below presents a reconciliation of Net income to Adjusted Net Income and Adjusted Net Income per share - diluted:
    
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in millions, except per share data)
2018
 
2017
 
2018
 
2017
Net income
$
51

 
$
43

 
$
163

 
$
112

Effective income tax rate adjustment
(6
)
 
(8
)
 
(16
)
 
(19
)
Stock-based compensation
12

 
8

 
31

 
21

Amortization of intangible assets
1

 
1

 
4

 
4

Non-cash interest expense

 
1

 
4

 
2

Income tax impact of pre-tax adjustments
(3
)
 
(4
)
 
(10
)
 
(11
)
Adjusted Net Income
$
55

 
$
41

 
$
176

 
$
109

GAAP Weighted average shares of common stock - diluted
73

 
71

 
72

 
71

Adjusted Net Income per share - diluted
$
0.75

 
$
0.56

 
$
2.43

 
$
1.53





 
 
 
11