NSP 10-Q Quarterly Report June 30, 2014 | Alphaminr
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NSP 10-Q Quarter ended June 30, 2014

Balance Sheet
Cash Flow
Income Statement
INSPERITY, INC.
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10-Q 1 document-06302014x10q.htm 10-Q Document - 06.30.2014 - 10Q

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

FORM 10-Q
(Mark One)
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014.
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from  _______________ to _______________


Commission File No. 1-13998
Insperity, Inc.
(Exact name of registrant as specified in its charter)

Delaware
76-0479645
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
19001 Crescent Springs Drive
Kingwood, Texas
77339
(Address of principal executive offices)
(Zip Code)

(Registrant’s Telephone Number, Including Area Code):  (281) 358-8986

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 ý No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition 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
Smaller reporting company 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 ý
As of July 25, 2014 , 25,488,251 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.




PART I

ITEM 1.  FINANCIAL STATEMENTS

INSPERITY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS
June 30,
2014
December 31, 2013
(Unaudited)
Current assets:
Cash and cash equivalents
$
168,889

$
225,755

Restricted cash
53,441

51,928

Marketable securities
43,431

46,340

Accounts receivable, net:


Trade
3,459

7,453

Unbilled
216,602

199,628

Other
2,834

2,928

Prepaid insurance
24,813

10,638

Other current assets
13,076

12,053

Income taxes receivable
7,730

409

Deferred income taxes
—

8,185

Total current assets
534,275

565,317

Property and equipment:


Land
5,214

4,115

Buildings and improvements
68,453

67,939

Computer hardware and software
87,192

85,241

Software development costs
39,847

38,522

Furniture and fixtures
36,438

36,479

Aircraft
35,879

35,879

273,023

268,175

Accumulated depreciation and amortization
(189,771
)
(181,760
)
Total property and equipment, net
83,252

86,415

Other assets:


Prepaid health insurance
9,000

9,000

Deposits – health insurance
3,700

3,700

Deposits – workers’ compensation
90,032

81,878

Goodwill and other intangible assets, net
15,152

18,434

Other assets
1,845

1,816

Total other assets
119,729

114,828

Total assets
$
737,256

$
766,560


- 3 -

INSPERITY, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY
June 30,
2014
December 31,
2013
(Unaudited)
Current liabilities:
Accounts payable
$
1,821

$
2,678

Payroll taxes and other payroll deductions payable
109,164

165,604

Accrued worksite employee payroll cost
188,640

173,801

Accrued health insurance costs
21,324

5,103

Accrued workers’ compensation costs
54,744

52,930

Accrued corporate payroll and commissions
17,477

21,611

Other accrued liabilities
19,460

14,960

Total current liabilities
412,630

436,687

Noncurrent liabilities:

Accrued workers’ compensation costs
72,963

68,905

Deferred income taxes
4,293

7,696

Total noncurrent liabilities
77,256

76,601

Commitments and contingencies




Stockholders’ equity:


Common stock
308

308

Additional paid-in capital
136,505

135,653

Treasury stock, at cost
(147,706
)
(138,688
)
Accumulated other comprehensive income, net of tax
41

29

Retained earnings
258,222

255,970

Total stockholders’ equity
247,370

253,272

Total liabilities and stockholders’ equity
$
737,256

$
766,560

See accompanying notes.

- 4 -

INSPERITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
2014
2013
Revenues (gross billings of $3.281 billion, $3.167 billion, $6.869 billion and $6.499 billion less worksite employee payroll cost of $2.716 billion, $2.620 billion, $5.667 billion and $5.340 billion, respectively)
$
564,621

$
547,274

$
1,201,620

$
1,159,110

Direct costs:




Payroll taxes, benefits and workers’ compensation costs
469,168

449,528

999,991

953,246

Gross profit
95,453

97,746

201,629

205,864

Operating expenses:




Salaries, wages and payroll taxes
47,829

45,689

98,861

93,900

Stock-based compensation
3,245

3,292

5,645

5,602

Commissions
3,717

3,533

6,963

6,740

Advertising
8,356

9,720

13,297

14,970

General and administrative expenses
21,116

20,039

43,848

42,025

Impairment charge
2,485

—

2,485

—

Depreciation and amortization
5,291

5,245

10,525

10,390

92,039

87,518

181,624

173,627

Operating income
3,414

10,228

20,005

32,237

Other income (expense):




Interest, net
24

60

71

129

Other, net
12

(2,676
)
(14
)
(2,667
)
Income before income tax expense
3,450

7,612

20,062

29,699

Income tax expense
1,559

4,124

8,607

13,038

Net income
$
1,891

$
3,488

$
11,455

$
16,661

Less distributed and undistributed earnings allocated to participating securities
(139
)
(124
)
(333
)
(481
)
Net income allocated to common shares
$
1,752

$
3,364

$
11,122

$
16,180

Basic net income per share of common stock
$
0.07

$
0.14

$
0.45

$
0.65

Diluted net income per share of common stock
$
0.07

$
0.14

$
0.45

$
0.65


See accompanying notes.

- 5 -

INSPERITY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
2014
2013
Net income
$
1,891

$
3,488

$
11,455

$
16,661

Other comprehensive income:



Unrealized gain (loss) on available-for-sale securities, net of tax
15

(35
)
12

(19
)
Comprehensive income
$
1,906

$
3,453

$
11,467

$
16,642

See accompanying notes.

- 6 -

INSPERITY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2014
(in thousands)
(Unaudited)
Common Stock Issued
Additional Paid-In Capital
Treasury Stock
Accumulated Other Comprehensive Income
Retained Earnings
Total
Shares
Amount
Balance at December 31, 2013
30,758

$
308

$
135,653

$
(138,688
)
$
29

$
255,970

$
253,272

Purchase of treasury stock, at cost
—

—

—

(14,740
)
—

—

(14,740
)
Exercise of stock options
—

—

(149
)
402

—

—

253

Income tax expense from stock-based compensation, net
—

—

(2
)
—

—

—

(2
)
Stock-based compensation expense
—

—

863

4,782

—

—

5,645

Other
—

—

140

538

—

—

678

Dividends paid
—

—

—

—

—

(9,203
)
(9,203
)
Unrealized gain on marketable securities, net of tax
—

—

—

—

12

—

12

Net income
—

—

—

—

—

11,455

11,455

Balance at June 30, 2014
30,758

$
308

$
136,505

$
(147,706
)
$
41

$
258,222

$
247,370

See accompanying notes.

- 7 -

INSPERITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

Six Months Ended
June 30,
2014
2013
Cash flows from operating activities:
Net income
$
11,455

$
16,661

Adjustments to reconcile net income to net cash used in operating activities:


Depreciation and amortization
10,539

10,377

Impairment charge
2,485

2,679

Amortization of marketable securities
1,006

1,029

Stock-based compensation
5,645

5,602

Deferred income taxes
4,775

2,281

Changes in operating assets and liabilities:


Restricted cash
(1,513
)
(318
)
Accounts receivable
(12,886
)
(10,018
)
Prepaid insurance
(14,175
)
(2,122
)
Other current assets
(1,023
)
267

Other assets
(8,128
)
(5,698
)
Accounts payable
(857
)
(1,055
)
Payroll taxes and other payroll deductions payable
(56,440
)
(48,852
)
Accrued worksite employee payroll expense
14,839

22,159

Accrued health insurance costs
16,221

(8,668
)
Accrued workers’ compensation costs
5,872

797

Accrued corporate payroll, commissions and other accrued liabilities
366

(2,003
)
Income taxes payable/receivable
(7,557
)
(4,259
)
Total adjustments
(40,831
)
(37,802
)
Net cash used in operating activities
(29,376
)
(21,141
)
Cash flows from investing activities:


Marketable securities:


Purchases
(13,022
)
(45,642
)
Proceeds from dispositions
—

4,564

Proceeds from maturities
14,944

4,236

Property and equipment
(6,634
)
(6,640
)
Net cash used in investing activities
(4,712
)
(43,482
)

- 8 -

INSPERITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
(Unaudited)

Six Months Ended
June 30,
2014
2013
Cash flows from financing activities:
Purchase of treasury stock
$
(14,740
)
$
(15,122
)
Dividends paid
(9,203
)
(8,694
)
Proceeds from the exercise of stock options
253

858

Income tax benefit from stock-based compensation
234

953

Other
678

577

Net cash used in financing activities
(22,778
)
(21,428
)
Net decrease in cash and cash equivalents
(56,866
)
(86,051
)
Cash and cash equivalents at beginning of period
225,755

264,544

Cash and cash equivalents at end of period
$
168,889

$
178,493



See accompanying notes.

- 9 -

INSPERITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(Unaudited)


1.
Basis of Presentation

Insperity, Inc., a Delaware corporation (“Insperity,” “we,” “our,” and “us”), provides an array of human resources (“HR”) and business solutions designed to help improve business performance.  Our most comprehensive HR business offering is provided through our professional employer organization (“PEO”) services, known as Workforce Optimization ® , which encompasses a broad range of HR functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services.

In addition to Workforce Optimization, we offer 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 (collectively “ Adjacent Businesses ”), many of which are offered via desktop applications and software as a service (“SaaS”) delivery models.  These other products or services are offered separately, as a bundle, or along with Workforce Optimization.

The Consolidated Financial Statements include the accounts of Insperity and its subsidiaries, all of which are wholly owned.  Intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

The accompanying Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements as of and for the year ended December 31, 2013 . Our Consolidated Balance Sheet at December 31, 2013 has been derived from the audited financial statements at that date, but does not include all of the information or footnotes required by GAAP for complete financial statements.  Our Consolidated Balance Sheet at June 30, 2014 and our Consolidated Statements of Operations and Comprehensive Income for the three and six month periods ended June 30, 2014 and 2013 , our Consolidated Statements of Cash Flows for the six month periods ended June 30, 2014 and 2013 , and our Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2014 , have been prepared by us without audit.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows, have been made.

The results of operations for the interim periods are not necessarily indicative of the operating results for a full year or of future operations.

2.
Accounting Policies

Health Insurance Costs

We provide group health insurance coverage to our worksite employees through a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield, Unity Health Plan and Tufts, all of which provide fully insured policies or service contracts.

The policy with United provides the majority of our health insurance coverage.  As a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model.  Accordingly, we record the costs of the United plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”) as benefits expense in the Consolidated Statements of Operations.  The estimated incurred claims are based upon: (i) the level of claims processed during the quarter; (ii) estimated completion rates based upon recent claim development patterns under the plan; and (iii) the number of participants in the plan, including both active and COBRA enrollees.  Each reporting period, changes in the estimated ultimate costs resulting from claim trends, plan design and migration, participant demographics and other factors are incorporated into the Plan Costs.


- 10 -

Additionally, since the plan’s inception, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter.  If the Plan Costs for a reporting quarter are greater than the premiums paid and owed to United, a deficit in the plan would be incurred and a liability for the excess costs would be accrued in our Consolidated Balance Sheets.  On the other hand, if the Plan Costs for the reporting quarter are less than the premiums paid and owed to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums in our Consolidated Balance Sheets.  The terms of the arrangement require us to maintain an accumulated cash surplus in the plan of $9.0 million , which is reported as long-term prepaid insurance.  In addition, United requires a deposit equal to approximately one day of claims funding activity, which was $3.5 million as of June 30, 2014 , and is reported as a long-term asset.  As of June 30, 2014 , Plan Costs were less than the net premiums paid and owed to United by $28.3 million .  As this amount is in excess of the agreed-upon $9.0 million surplus maintenance level, the $19.3 million balance is included in prepaid insurance, a current asset, in our Consolidated Balance Sheets.  The premiums owed to United at June 30, 2014 were $17.7 million , which is included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets. Our benefits costs incurred in the first six months of 2014 included costs of $2.8 million for changes in estimated run-off related to 2013.

Workers’ Compensation Costs

Our workers’ compensation coverage has been provided through an arrangement with the ACE Group of Companies (“the ACE Program”) since 2007.  The ACE Program is fully insured in that ACE has the responsibility to pay all claims incurred regardless of whether we satisfy our responsibilities.  We bear the economic burden for the first $1 million layer of claims per occurrence, as well as a maximum aggregate amount of $5 million per policy year for those claims that exceed $1 million , and the insurance carrier bears responsibility for the claims in excess of such amounts.

Because we bear the economic burden for claims up to the levels noted above, such claims, which are the primary component of our workers’ compensation costs, are recorded in the period incurred.  Workers’ compensation insurance includes ongoing health care and indemnity coverage whereby claims are paid over numerous years following the date of injury.  Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment.

We employ a third party actuary to estimate our loss development rate, which is primarily based upon the nature of worksite employees’ job responsibilities, the location of worksite employees, the historical frequency and severity of workers’ compensation claims, and an estimate of future cost trends.  Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into our workers’ compensation claims cost estimates.  During the six months ended June 30, 2014 and 2013 , we reduced our workers’ compensation costs by $2.0 million and $6.5 million , respectively, for changes in estimated losses related to prior reporting periods.  Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized in 2014 and 2013 periods were 1.0% and 0.5% , respectively) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.

The following table provides the activity and balances related to incurred but not paid workers’ compensation claims:

Six Months Ended
June 30,
2014
2013
(in thousands)
Beginning balance, January 1,
$
120,833

$
111,685

Accrued claims
25,041

19,194

Present value discount
(898
)
(345
)
Paid claims
(18,572
)
(16,199
)
Ending balance
$
126,404

$
114,335

Current portion of accrued claims
$
53,441

$
47,467

Long-term portion of accrued claims
72,963

66,868

$
126,404

$
114,335


- 11 -


The current portion of accrued workers’ compensation costs on the Consolidated Balance Sheets at June 30, 2014 includes $1.3 million of workers’ compensation administrative fees.

As of June 30, 2014 and 2013 , the undiscounted accrued workers’ compensation costs were $136.3 million and $125.1 million , respectively.

At the beginning of each policy period, the insurance carrier establishes monthly funding requirements comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”).  The level of claim funds is primarily based upon anticipated worksite employee payroll levels and expected workers’ compensation loss rates, as determined by the insurance carrier.  Monies funded into the program for incurred claims expected to be paid within one year are recorded as restricted cash, a short-term asset, while the remainder of claim funds are included in deposits, a long-term asset in our Consolidated Balance Sheets. As of June 30, 2014 , we had restricted cash of $53.4 million and deposits of $90.0 million .

Our estimate of incurred claim costs expected to be paid within one year is recorded as accrued workers’ compensation costs and included in short-term liabilities, while our estimate of incurred claim costs expected to be paid beyond one year is included in long-term liabilities on our Consolidated Balance Sheets.

3.
Cash, Cash Equivalents and Marketable Securities

The following table summarizes our cash and investments in cash equivalents and marketable securities held by investment managers and overnight investments:

June 30,
2014
December 31,
2013
(in thousands)
Overnight Holdings
Money market funds (cash equivalents)
$
114,820

$
192,040

Investment Holdings


Money market funds (cash equivalents)
45,784

42,913

Marketable securities
43,431

46,340

204,035

281,293

Cash held in demand accounts
18,250

23,054

Outstanding checks
(9,965
)
(32,252
)
Total cash, cash equivalents and marketable securities
$
212,320

$
272,095

Cash and cash equivalents
$
168,889

$
225,755

Marketable securities
43,431

46,340

Total cash, cash equivalents and marketable securities
$
212,320

$
272,095


Our cash and overnight holdings fluctuate based on the timing of clients’ payroll processing cycles.  Included in the cash balance as of June 30, 2014 and December 31, 2013 , are $95.3 million and $143.0 million , respectively, in funds associated with federal and state income tax withholdings, employment taxes and other payroll deductions, as well as $13.7 million and $24.5 million in client prepayments, respectively.

We account for our financial assets in accordance with Accounting Standard Codification (“ASC”) 820, Fair Value Measurement .  This standard defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  The fair value measurement disclosures are grouped into three levels based on valuation factors:

•
Level 1 - quoted prices in active markets using identical assets
•
Level 2 - significant other observable inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other observable inputs
•
Level 3 - significant unobservable inputs

- 12 -


The following table summarizes the levels of fair value measurements of our financial assets:

Fair Value Measurements
(in thousands)
June 30,
2014
Level 1
Level 2
Level 3
Money market funds
$
160,604

$
160,604

$
—

$
—

Municipal bonds
43,431

—

43,431

—

Total
$
204,035

$
160,604

$
43,431

$
—

Fair Value Measurements
(in thousands)
December 31,
2013
Level 1
Level 2
Level 3
Money market funds
$
234,953

$
234,953

$
—

$
—

Municipal bonds
46,340

—

46,340

—

Total
$
281,293

$
234,953

$
46,340

$
—


The municipal bond securities valued as Level 2 investments are primarily pre-refunded municipal bonds that are secured by escrow funds containing U.S. Government securities. Our valuation techniques used to measure fair value for these securities during the period consisted primarily of third party pricing services that utilized actual market data such as trades of comparable bond issues, broker/dealer quotations for the same or similar investments in active markets and other observable inputs.

The following is a summary of our available-for-sale marketable securities:

Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(in thousands)
June 30, 2014
Municipal bonds
$
43,362

$
71

$
(2
)
$
43,431

December 31, 2013




Municipal bonds
$
46,290

$
51

$
(1
)
$
46,340


As of June 30, 2014 , the contractual maturities of our marketable securities were as follows:

Amortized
Cost
Estimated
Fair Value
(in thousands)
Less than one year
$
20,400

$
20,413

One to five years
22,962

23,018

Total
$
43,362

$
43,431



- 13 -

4.
Goodwill and Other Intangible Assets

During the second quarter of 2014, impairment indicators were identified in our Employment Screening business, which is a discrete reporting unit, due to changes in management, the reporting unit’s financial results and the loss of certain customers. As a result, we performed impairment tests for our Employment Screening business’ long-lived assets and goodwill and concluded that the assets were impaired. The impairments resulted primarily from lower projected revenue growth rates and profitability levels. Accordingly, we recognized intangible asset impairments of $0.7 million and, upon completion of step two of the goodwill impairment test, we recognized a goodwill impairment charge of $1.8 million in the second quarter of 2014. The fair values of the long-lived assets and reporting unit were estimated using discounted cash flow models, which we believe appropriately estimates the fair values of the long-lived assets and reporting unit. The material assumptions used in the models included the weighted average cost of capital and long-term growth rates.  We consider these to be Level 3 fair value measures.

The following table provides the gross carrying amount and accumulated amortization for each class of intangible assets and the gross carrying amount and accumulated impairment for goodwill:

December 31, 2013
Six Months Ended
June 30, 2014
June 30,
2014
Balance
Impairment
Amortization Expense
Balance
(in thousands)
Gross carrying amount:
Trademarks
$
1,230

$
(1,010
)
$
—

$
220

Customer relationships
7,784

(1,392
)
—

6,392

Aggregate goodwill acquired:
Goodwill
21,156

—

—

21,156

Total
$
30,170

$
(2,402
)
$
—

$
27,768

Accumulated amortization:
Trademarks
$
(680
)
$
695

$
(61
)
$
(46
)
Customer relationships
(4,340
)
976

(736
)
(4,100
)
Accumulated impairment:
Goodwill
(6,716
)
(1,754
)
—

(8,470
)
Total
$
(11,736
)
$
(83
)
$
(797
)
$
(12,616
)
Net carrying amount:
Trademarks
$
550

$
(315
)
$
(61
)
$
174

Customer relationships
3,444

(416
)
(736
)
2,292

Goodwill
14,440

(1,754
)
—

12,686

Total goodwill and other intangible assets
$
18,434

$
(2,485
)
$
(797
)
$
15,152


5.
Other Assets
In 2011, we acquired a minority interest in The Receivables Exchange (“TRE”), an online marketplace for the sale of accounts receivable, for $2.8 million . In the second quarter of 2013, TRE issued similar securities at per share amounts substantially below the per share book value of our investment. Accordingly, we valued the investment based on a similar security market transaction, which is a Level 2 valuation technique. This resulted in a non-cash impairment charge of $2.7 million , which is included in other income (expense) in our Consolidated Statements of Operations, during the second quarter of 2013. Due to federal income tax limitations on capital losses, no tax benefit associated with the impairment was recognized.

- 14 -


6.
Revolving Credit Facility

We have a $100 million revolving credit facility (the “Facility”), which may be increased to $150 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (the “Credit Agreement”). The Facility matures on September 15, 2015.  The Facility contains both affirmative and negative covenants, which we believe are customary for arrangements of this nature.  At June 30, 2014 , we were in compliance with all financial covenants under the Credit Agreement and had not drawn on the Facility.

7.
Stockholders’ Equity

Our Board of Directors (the “Board”) has authorized a program to repurchase shares of our outstanding common stock (“Repurchase Program”).  The purchases are to be made from time to time in the open market or directly from stockholders at prevailing market prices based on market conditions and other factors. During the six months ended June 30, 2014 , 383,898 shares were repurchased under the Repurchase Program and 112,328 shares not subject to the Repurchase Program were withheld to satisfy tax withholding obligations for the vesting of restricted stock awards.  As of June 30, 2014 , we were authorized to repurchase an additional 965,671 shares under the program.

The Board declared quarterly dividends as follows:
2014
2013
(amounts per share)
First quarter
$
0.17

$
0.17

Second quarter
0.19

0.17


During the six months ended June 30, 2014 and 2013 , we paid dividends totaling $9.2 million and $8.7 million , respectively.

8.
Net Income per Share

We utilize the two-class method to compute net income per share.  The two-class method allocates a portion of net income to participating securities, which include unvested awards of share-based payments with non-forfeitable rights to receive dividends.  Net income allocated to unvested share-based payments is excluded from net income allocated to common shares.  Any undistributed losses resulting from dividends exceeding net income are not allocated to participating securities.  Basic net income per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the period.  Diluted net income per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options.


- 15 -

The following table summarizes the net income allocated to common shares and the basic and diluted shares used in the net income per share computations:

Three Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
2014
2013
(in thousands)
Net income
$
1,891

$
3,488

$
11,455

$
16,661

Less distributed and undistributed earnings allocated to participating securities
(139
)
(124
)
(333
)
(481
)
Net income allocated to common shares
$
1,752

$
3,364

$
11,122

$
16,180

Weighted average common shares outstanding
24,770

24,820

24,797

24,858

Incremental shares from assumed conversions of common stock options
4

24

5

27

Adjusted weighted average common shares outstanding
24,774

24,844

24,802

24,885

Potentially dilutive securities not included in weighted average share calculation due to anti-dilutive effect
—

16

—

16


9.
Commitments and Contingencies

We are a defendant in various lawsuits and claims arising in the normal course of business.  Management believes it has valid defenses in these cases and is defending them vigorously.  While the results of litigation cannot be predicted with certainty, management believes the final outcome of such litigation will not have a material adverse effect on our financial position or results of operations.

Federal Unemployment Taxes

Employers in certain states are experiencing higher Federal Unemployment Tax Act (“FUTA”) tax rates as a result of certain states not repaying their unemployment loans from the federal government in a timely manner.  The Benefit Cost Ratio Add-On (“BCR”) is an additional tax on the FUTA wage base for employers in states that continue to have outstanding federal unemployment insurance loans beginning with the fifth year in which there is a balance due on the loan.  States had the option to apply for a waiver before July 1 st of the year in which the BCR is applicable.  During the second quarter of 2014, Georgia, Missouri and Wisconsin repaid their unemployment loans. There are currently 11 states with outstanding unemployment loans and of those, all but one, Connecticut, have filed for the BCR waiver. Eleven states, including California, are at risk for assessment of the BCR in 2014.  We expect most states will be notified by the federal government in the fourth quarter of 2014 if a waiver has been granted in response to the state’s application.  The potential additional FUTA tax associated with worksite employees in these 11 states was approximately $3.8 million as of June 30, 2014 .

Generally, our contractual agreements allow us to incorporate such increases into our service fees upon the effective date of the rate change.  However, our ability to fully adjust service fees in our billing systems and collect such increases over the remaining term of the customers’ contracts could be limited, resulting in a potential tax increase not being fully recovered.  As a result, if these FUTA tax increases are instituted and not collected from our clients, such increase could have a material adverse effect on our financial condition or results of operations.



- 16 -

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013 , as well as our Consolidated Financial Statements and notes thereto included in this quarterly report on Form 10-Q.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 outlines a single comprehensive revenue recognition model for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under ASU No. 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 is effective for annual reporting periods ending after December 15, 2016, and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU No. 2014-09. We are currently evaluating the guidance and have not determined the impact this standard may have on our Consolidated Financial Statements.


Results of Operations

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013 .

The following table presents certain information related to our results of operations:

Three Months Ended
June 30,
2014
2013
% Change
(in thousands, except per share and statistical data)
Revenues (gross billings of $3.281 billion and $3.167 billion, less worksite employee payroll cost of $2.716 billion and $2.620 billion, respectively)
$
564,621

$
547,274

3.2
%
Gross profit
95,453

97,746

(2.3
)%
Operating expenses
92,039

(1)
87,518

5.2
%
Operating income
3,414

10,228

(66.6
)%
Other income (expense)
36

(2,616
)
(2)
(101.4
)%
Net income
1,891

3,488

(45.8
)%
Diluted net income per share of common stock
0.07

0.14

(50.0
)%
Statistical Data:



Average number of worksite employees paid per month
128,274

126,696

1.2
%
Revenues per worksite employee per month (3)
$
1,467

$
1,440

1.9
%
Gross profit per worksite employee per month
248

257

(3.5
)%
Operating expenses per worksite employee per month
239

230

3.9
%
Operating income per worksite employee per month
9

27

(66.7
)%
Net income per worksite employee per month
5

9

(44.4
)%
____________________________________
(1)
Includes a non-cash impairment charge of $2.5 million , or $0.06 per share. Please read Note 4 to the Consolidated Financial Statements, “ Goodwill and Other Intangible Assets ,” for additional information.

- 17 -

(2)
Includes the impact of a $2.7 million, or $0.10 per share, non-cash impairment charge in the second quarter of 2013. Please read Note 5 to the Consolidated Financial Statements, “ Other Assets ,” for additional information.

(3)
Gross billings of $8,526 and $8,332 per worksite employee per month, less payroll cost of $7,059 and $6,892 per worksite employee per month, respectively.

Revenues

Our revenues for the second quarter of 2014 increased 3.2% over the 2013 period, primarily due to a 1.2% increase in the average number of worksite employees paid per month and a 1.9% , or $27 , increase in revenues per worksite employee per month.

We provide our Workforce Optimization solution to small and medium-sized businesses in strategically selected markets throughout the United States. By region, our Workforce Optimization revenue change from the second quarter of 2013 and distribution for the quarters ended June 30, 2014 and 2013 were as follows:

Three Months Ended
June 30,
Three Months Ended
June 30,
2014
2013
% Change
2014
2013
(in thousands)
(% of total revenue)
Northeast
$
143,436

$
141,054

1.7
%
25.9
%
26.2
%
Southeast
55,210

51,435

7.3
%
10.0
%
9.6
%
Central
79,618

78,941

0.9
%
14.4
%
14.7
%
Southwest
151,238

148,042

2.2
%
27.3
%
27.5
%
West
124,903

119,082

4.9
%
22.4
%
22.0
%
554,405

538,554

2.9
%
100.0
%
100.0
%
Other revenue (1)
10,216

8,720

17.2
%
Total revenue
$
564,621

$
547,274

3.2
%
_____________________________

(1) Comprised primarily of revenues generated by Adjacent Businesses .

The percentage of total Workforce Optimization revenues in our significant markets include the following:
Three Months Ended
June 30,
2014
2013
Texas
25.2
%
25.5
%
California
17.7
%
17.6
%
New York
9.6
%
9.5
%
Other
47.5
%
47.4
%
Total
100.0
%
100.0
%

Our Workforce Optimization growth rate is affected by three primary sources – worksite employees paid from new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs.  During the second quarter of 2014 , we saw slight improvement in the net change in existing clients as compared with the second quarter of 2013 , while worksite employees paid from new client sales and client retention remained flat compared to the second quarter of 2013 .


- 18 -

Gross Profit

Gross profit for the second quarter of 2014 decreased 2.3% compared to the second quarter of 2013 to $95.5 million .  The average gross profit per worksite employee decreased 3.5% to $248 per month in the 2014 period from $257 per month in the 2013 period.  Included in gross profit in the 2014 period is a $17 per worksite employee per month contribution from our Adjacent Businesses compared to $14 per worksite employee per month in the 2013 period.

Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.  Our revenues during the second quarter of 2014 increased 1.9% per worksite employee per month over the second quarter of 2013 . However, our direct costs, which primarily include payroll taxes, benefits and workers’ compensation expenses, increased 3.0% to $1,219 per worksite employee per month in the second quarter of 2014 versus $1,183 in the second quarter of 2013 .  The primary direct cost components changed as follows:

•
Benefits costs – The cost of group health insurance and related employee benefits increased $27 per worksite employee per month, or 5.0% on a cost per covered employee basis over the second quarter of 2013 . Our benefits costs incurred in the second quarter of 2014 included $3.3 million, or $9 per worksite employee per month, of additional taxes primarily due to new health care reform requirements. Also included in our benefits costs are reductions for lower than expected claim costs and premium taxes related to prior periods of $3.1 million, or $8 per worksite employee per month, in the second quarter of 2014 and $3.4 million, or $9 per worksite employee per month, in the second quarter of 2013. The percentage of worksite employees covered under our health insurance plans was 71.6% in the 2014 period and 72.1% in the 2013 period. Please read Note 2 to the Consolidated Financial Statements, “ Accounting Policies –Health Insurance Costs,” for a discussion of our accounting for health insurance costs.

•
Workers’ compensation costs – Workers’ compensation costs increased $4 per worksite employee per month, or 13.8% , compared to the second quarter of 2013 , primarily due to higher incurred claim levels.  As a percentage of non-bonus payroll cost, workers’ compensation costs were 0.62% in the 2014 period compared to 0.55% in the 2013 period. During the 2014 period, we recorded reductions in workers’ compensation costs of $1.1 million , or 0.04% of non-bonus payroll costs, for changes in estimated losses related to prior reporting periods, compared to $3.0 million , or 0.12% of non-bonus payroll costs in the 2013 period.  Please read Note 2 to the Consolidated Financial Statements, “ Accounting Policies – Workers’ Compensation Costs,” for a discussion of our accounting for workers’ compensation costs.

•
Payroll tax costs – Payroll taxes increased 2.1% , or $4 per worksite employee per month, compared to the second quarter of 2013 , primarily due to a 3.7% increase in total payroll costs. Payroll taxes as a percentage of payroll cost were 7.0% in the 2014 period and 7.1% in the 2013 period.

Operating Expenses

The following table presents certain information related to our operating expenses:

Three Months Ended
June 30,
Three Months Ended
June 30,
2014
2013
% Change
2014
2013
% Change
(in thousands)
(per worksite employee per month)
Salaries, wages and payroll taxes
$
47,829

$
45,689

4.7
%
$
124

$
120

3.3
%
Stock-based compensation
3,245

3,292

(1.4
)%
8

9

(11.1
)%
Commissions
3,717

3,533

5.2
%
10

9

11.1
%
Advertising
8,356

9,720

(14.0
)%
22

25

(12.0
)%
General and administrative expenses
21,116

20,039

5.4
%
55

53

3.8
%
Impairment charge
2,485

—

—

6

—

—

Depreciation and amortization
5,291

5,245

0.9
%
14

14

—

Total operating expenses
$
92,039

$
87,518

5.2
%
$
239

$
230

3.9
%


- 19 -

Operating expenses increased 5.2% to $92.0 million compared to $87.5 million in the second quarter of 2013 .  We recorded impairment charges of $2.5 million in our Employment Screening reporting unit in the second quarter of 2014. Please read Note 4 to the Consolidated Financial Statements, “ Goodwill and Other Intangible Assets ,” for additional information. Operating expenses per worksite employee per month increased to $239 in the 2014 period from $230 in the 2013 period.  The components of operating expenses changed as follows:

•
Salaries, wages and payroll taxes of corporate and sales staff increased 4.7% , or $4 per worksite employee per month, compared to the 2013 period, primarily due to a 3.5% rise in headcount.

•
Stock-based compensation decreased 1.4% , or $1 per worksite employee per month, compared to the 2013 period. Stock-based compensation expense represents amortization of restricted stock awards granted to employees.

•
Commissions expense increased 5.2% , or $1 per worksite employee per month, compared to the 2013 period, primarily due to commissions associated with our Adjacent Businesses.

•
Advertising costs decreased 14.0% , or $3 per worksite employee per month, compared to the 2013 period, primarily due to lower media advertising costs in the 2014 period.

•
General and administrative expenses increased 5.4% , or $2 per worksite employee per month, compared to the 2013 period, primarily due to increased costs in professional services related to our investment in Human Capital Management technology.

Other Income (Expense)

Other expense decreased $2.7 million in the second quarter of 2014 compared to the second quarter of 2013 , primarily due to the non-cash impairment charge related to our minority investment in The Receivables Exchange in the second quarter of 2013. Please read Note 5 to the Consolidated Financial Statements, “ Other Assets ,” for additional information.

Income Tax Expense

Our effective income tax rate was 45.2% in the 2014 period compared to 54.2% in the 2013 period.  Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes, non-deductible expenses, and the effects of the impairment charges recorded during the period. The effect of the non-cash impairment charges on the income tax rates for the 2014 and 2013 periods was 3.5% and 14.1%, respectively.

Operating and Net Income

Operating and net income per worksite employee per month was $9 and $5 in the 2014 period, versus $27 and $9 in the 2013 period.


- 20 -

Results of Operations

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013 .

The following table presents certain information related to our results of operations:

Six Months Ended
June 30,
2014
2013
% Change
(in thousands, except per share and statistical data)
Revenues (gross billings of $6.869 billion and $6.499 billion, less worksite employee payroll cost of $5.667 billion and $5.340 billion, respectively)
$
1,201,620

$
1,159,110

3.7
%
Gross profit
201,629

205,864

(2.1
)%
Operating expenses
181,624

(1)
173,627

4.6
%
Operating income
20,005

32,237

(37.9
)%
Other income (expense)
57

(2,538
)
(2)
(102.2
)%
Net income
11,455

16,661

(31.2
)%
Diluted net income per share of common stock
0.45

0.65

(30.8
)%
Statistical Data:



Average number of worksite employees paid per month
127,281

125,044

1.8
%
Revenues per worksite employee per month (3)
$
1,573

$
1,545

1.8
%
Gross profit per worksite employee per month
264

274

(3.6
)%
Operating expenses per worksite employee per month
238

231

3.0
%
Operating income per worksite employee per month
26

43

(39.5
)%
Net income per worksite employee per month
15

22

(31.8
)%
____________________________________
(1)
Includes a non-cash impairment charge of $2.5 million , or $0.06 per share in the second quarter of 2014. Please read Note 4 to the Consolidated Financial Statements, “ Goodwill and Other Intangible Assets ,” for additional information.

(2)
Includes the impact of a $2.7 million, or $0.10 per share, non-cash impairment charge in the second quarter of 2013. Please read Note 5 to the Consolidated Financial Statements, “ Other Assets ,” for additional information.

(3)
Gross billings of $8,994 and $8,663 per worksite employee per month, less payroll cost of $7,421 and $7,118 per worksite employee per month, respectively.

Revenues

Our revenues for the six months ended June 30, 2014 increased 3.7% over the 2013 period, primarily due to a 1.8% increase in the average number of worksite employees paid per month and a 1.8% , or $28 , increase in revenues per worksite employee per month.


- 21 -

We provide our Workforce Optimization solution to small and medium-sized businesses in strategically selected markets throughout the United States. By region, our Workforce Optimization revenue change from the first six months of 2013 and distribution for the six months ended June 30, 2014 and 2013 were as follows:

Six Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
% Change
2014
2013
(in thousands)
(% of total revenue)
Northeast
$
309,298

$
303,344

2.0
%
26.2
%
26.6
%
Southeast
115,835

107,121

8.1
%
9.8
%
9.4
%
Central
170,016

168,691

0.8
%
14.4
%
14.8
%
Southwest
320,752

312,102

2.8
%
27.1
%
27.3
%
West
266,059

250,771

6.1
%
22.5
%
21.9
%
1,181,960

1,142,029

3.5
%
100.0
%
100.0
%
Other revenue (1)
19,660

17,081

15.1
%
Total revenue
$
1,201,620

$
1,159,110

3.7
%
_____________________________

(1) Comprised primarily of revenues generated by Adjacent Businesses .

The percentage of total Workforce Optimization revenues in our significant markets include the following:
Six Months Ended
June 30,
2014
2013
Texas
25.1
%
25.4
%
California
17.8
%
17.5
%
New York
9.9
%
9.7
%
Other
47.2
%
47.4
%
Total
100.0
%
100.0
%

Our Workforce Optimization growth rate is affected by three primary sources – worksite employees paid from new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs.  During the first six months of 2014 , we saw slight improvement in worksite employees paid from new client sales as compared with the first six months of 2013 , while client retention remained flat and the net change in existing clients declined modestly compared to the first six months of 2013 .

Gross Profit

Gross profit for the first six months of 2014 decreased 2.1% compared to the first six months of 2013 to $201.6 million .  The average gross profit per worksite employee decreased 3.6% to $264 per month in the 2014 period from $274 per month in the 2013 period.  Included in gross profit in the 2014 period is a $16 per worksite employee per month contribution from our Adjacent Businesses compared to $14 per worksite employee per month in the 2013 period.

Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.  Our revenues during the first six months of 2014 increased 1.8% per worksite employee per month as compared to the first six months of 2013 . However, our direct costs, which primarily include payroll taxes, benefits and workers’ compensation expenses, increased 3.0% to $1,309 per worksite employee per month in the first six months of 2014 versus $1,271 in the first six months of 2013 .  The primary direct cost components changed as follows:


- 22 -

•
Benefits costs – The cost of group health insurance and related employee benefits increased $30 per worksite employee per month, or 5.2% on a cost per covered employee basis compared to the first six months of 2013 . Our benefits costs incurred in the first six months of 2014 included costs of $2.8 million, or $4 per worksite employee per month, for changes in estimated run-off related to 2013. However, in 2013 benefits costs included a reduction of $3.4 million, or $5 per worksite employee per month, for lower than expected claim costs and premium taxes related to prior periods. In addition $5.4 million, or $7 per worksite employee per month, of additional taxes were included in the 2014 period, primarily due to new health care reform requirements.  The percentage of worksite employees covered under our health insurance plans was 72.0% in the 2014 period compared to 72.3% in the 2013 period. Please read Note 2 to the Consolidated Financial Statements, “ Accounting Policies –Health Insurance Costs,” for a discussion of our accounting for health insurance costs.

•
Workers’ compensation costs – Workers’ compensation costs increased $6 per worksite employee per month, or 19.0% , compared to the first six months of 2013 , primarily due to higher incurred claim levels.  As a percentage of non-bonus payroll cost, workers’ compensation costs were 0.63% in the 2014 period compared to 0.54% in the 2013 period. During the 2014 period, we recorded reductions in workers’ compensation costs of $2.0 million , or 0.04% of non-bonus payroll costs, for changes in estimated losses related to prior reporting periods, compared to $6.5 million , or 0.14% of non-bonus payroll costs in the 2013 period.  Please read Note 2 to the Consolidated Financial Statements, “ Accounting Policies – Workers’ Compensation Costs,” for a discussion of our accounting for workers’ compensation costs.

•
Payroll tax costs – Payroll taxes increased 2.2% , or $2 per worksite employee per month, compared to the first six months of 2013 , primarily due to a 6.1% increase in total payroll costs offset by lower state unemployment tax rates. Payroll taxes as a percentage of payroll cost were 8.0% in the 2014 period compared to 8.3% in the 2013 period.

Operating Expenses

The following table presents certain information related to our operating expenses:

Six Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
% Change
2014
2013
% Change
(in thousands)
(per worksite employee per month)
Salaries, wages and payroll taxes
$
98,861

$
93,900

5.3
%
$
129

$
125

3.2
%
Stock-based compensation
5,645

5,602

0.8
%
7

7

—

Commissions
6,963

6,740

3.3
%
9

9

—

Advertising
13,297

14,970

(11.2
)%
18

20

(10.0
)%
General and administrative expenses
43,848

42,025

4.3
%
58

56

3.6
%
Impairment charge
2,485

—

—

3

—

—

Depreciation and amortization
10,525

10,390

1.3
%
14

14

—

Total operating expenses
$
181,624

$
173,627

4.6
%
$
238

$
231

3.0
%

Operating expenses increased 4.6% to $181.6 million compared to $173.6 million in the six months ended 2013 . We recorded impairment charges of $2.5 million in our Employment Screening reporting unit in the second quarter of 2014. Please read Note 4 to the Consolidated Financial Statements, “ Goodwill and Other Intangible Assets ,” for additional information. Operating expenses per worksite employee per month increased to $238 in the 2014 period from $231 in the 2013 period.  The components of operating expenses changed as follows:

•
Salaries, wages and payroll taxes of corporate and sales staff increased 5.3% , or $4 per worksite employee per month, compared to the 2013 period, primarily due to a 4.0% rise in headcount.

•
Stock-based compensation increased 0.8% , but remained flat on a per worksite employee per month basis, compared to the 2013 period.  Stock-based compensation expense represents amortization of restricted stock awards granted to employees.

•
Commissions expense increased 3.3% , but remained flat on a per worksite employee per month basis, compared to the 2013 period.

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•
Advertising costs decreased 11.2% , or $2 per worksite employee per month, compared to the 2013 period, primarily due to lower media advertising costs in the 2014 period.

•
General and administrative expenses increased 4.3% , or $2 per worksite employee per month, compared to the 2013 period, primarily due to increased spending in professional services related to our investment in Human Capital Management technology.

•
Depreciation and amortization expense increased 1.3% , but remained flat on a per worksite employee per month basis compared to the 2013 period.

Other Income (Expense)

Other expense decreased $2.6 million in the first six months of 2014 compared to the first six months of 2013 , primarily due to the non-cash impairment charge related to our minority investment in The Receivables Exchange in 2013. Please read Note 5 to the Consolidated Financial Statements, “ Other Assets ,” for additional information.

Income Tax Expense

Our effective income tax rate was 42.9% in the 2014 period compared to 43.9% in the 2013 period.  Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes, non-deductible expenses, and the effects of the impairment charges recorded during the period. The effect of the non-cash impairment charges on the income tax rates for the 2014 and 2013 periods was 0.7% and 3.6%, respectively.

Operating and Net Income

Operating and net income per worksite employee per month was $26 and $15 in the 2014 period, versus $43 and $22 in the 2013 period.

Non-GAAP Financial Measure

Non-bonus payroll cost is a non-GAAP financial measure that excludes the impact of bonus payrolls paid to our worksite employees.  Bonus payroll cost varies from period to period, but has no direct impact to our ultimate workers’ compensation costs under the current program.  As a result, our management refers to non-bonus payroll cost in analyzing, reporting and forecasting our workers’ compensation costs.  Non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies.  Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.  We include these non-GAAP financial measures because we believe they are useful to investors in allowing for greater transparency related to the costs incurred under our current workers’ compensation program.  Investors are encouraged to review the reconciliation of the non-GAAP financial measures used to their most directly comparable GAAP financial measures as provided in the table below.


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Three Months Ended
June 30,
Six Months Ended
June 30,
2014
2013
% Change
2014
2013
% Change
(in thousands, except per worksite employee per month data)
GAAP to non-GAAP reconciliation:
Payroll cost (GAAP)
$
2,716,514

$
2,619,690

3.7
%
$
5,667,082

$
5,340,202

6.1
%
Less: Bonus payroll cost
222,005

171,362

29.6
%
743,346

513,927

44.6
%
Non-bonus payroll cost
$
2,494,509

$
2,448,328

1.9
%
$
4,923,736

$
4,826,275

2.0
%
Payroll cost per worksite employee per month (GAAP)
$
7,059

$
6,892

2.4
%
$
7,421

$
7,118

4.3
%
Less: Bonus payroll cost per worksite employee per month
577

451

27.9
%
973

685

42.0
%
Non-bonus payroll cost per worksite employee per month
$
6,482

$
6,441

0.6
%
$
6,448

$
6,433

0.2
%

Liquidity and Capital Resources

We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of, among other things, our expansion plans, potential acquisitions and other operating cash needs.  To meet short-term liquidity requirements, which are primarily the payment of direct and operating expenses, we rely primarily on cash from operations.  Longer-term projects or significant acquisitions may be financed with debt or equity.  We have in the past sought, and may in the future seek, to raise additional capital or take other steps to increase or manage our liquidity and capital resources.  We had $212.3 million in cash, cash equivalents and marketable securities at June 30, 2014 , of which approximately $95.3 million was payable in early July 2014 for withheld federal and state income taxes, employment taxes and other payroll deductions, and approximately $13.7 million were customer prepayments that were payable in July 2014 .  At June 30, 2014 , we had working capital of $121.6 million compared to $128.6 million at December 31, 2013 .  We currently believe that our cash on hand, marketable securities, cash flows from operations and availability under our credit facility will be adequate to meet our liquidity requirements for the remainder of 2014 .  We will rely on these same sources, as well as public and private debt or equity financing, to meet our longer-term liquidity and capital needs.

We have a $100 million revolving credit facility (“Facility”) with a syndicate of financial institutions.  The Facility is available for working capital and general corporate purposes, including acquisitions, and was undrawn at June 30, 2014 .  Please read Note 6 to the Consolidated Financial Statements, “ Revolving Credit Facility ,” for additional information.

Cash Flows from Operating Activities

Net cash used in operating activities in 2014 was $29.4 million .  Our primary source of cash from operations is the comprehensive service fee and payroll funding we collect from our clients.  Our cash and cash equivalents, and thus our reported cash flows from operating activities are significantly impacted by various external and internal factors, which are reflected in part by the changes in our balance sheet accounts.  These include the following:

•
Timing of client payments / payroll levels – We typically collect our comprehensive service fee, along with the client’s payroll funding, from clients at least one day prior to the payment of worksite employee payrolls and associated payroll taxes.  Therefore, the last business day of a reporting period has a substantial impact on our reporting of operating cash flows.  For example, many worksite employees are paid on Fridays; therefore, operating cash flows decrease in the reporting periods that end on a Friday or a Monday.  In the period ended June 30, 2014 , the last business day of the reporting period was a Monday , client prepayments were $13.7 million and accrued worksite employee payroll was $188.6 million .  In the period ended December 31, 2013 , the last business day of the reporting period was a Tuesday , client prepayments were $24.5 million and accrued worksite employee payroll was $173.8 million .


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•
Workers’ compensation plan funding – Under our workers’ compensation insurance arrangements, we make monthly payments to the carriers comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”).  These pre-determined amounts are stipulated in our agreements with the carriers, and are based primarily on anticipated worksite employee payroll levels and workers’ compensation loss rates during the policy year.  Changes in payroll levels from those that were anticipated in the arrangements can result in changes in the amount of cash payments, which will impact our reporting of operating cash flows.  Our claim funds paid, based upon anticipated worksite employee payroll levels and workers’ compensation loss rates, were $28.0 million in the first six months of 2014 and $22.2 million in the first six months of 2013 .  However, our estimate of workers’ compensation loss costs was $24.1 million in the 2014 period and $18.8 million in the 2013 period, respectively.

•
Medical plan funding – Our health care contract with United establishes participant cash funding rates 90 days in advance of the beginning of a reporting quarter.  Therefore, changes in the participation level of the United plan have a direct impact on our operating cash flows.  In addition, changes to the funding rates, which are solely determined by United based primarily upon recent claim history and anticipated cost trends, also have a significant impact on our operating cash flows.  At June 30, 2014 , premiums owed and cash funded to United have exceeded Plan Costs, resulting in a $28.3 million surplus, $19.3 million of which is reflected as a current asset, and $9.0 million of which is reflected as a long-term asset on our Consolidated Balance Sheets.  The premiums owed to United at June 30, 2014 , were $17.7 million , which is included in accrued health insurance costs, a current liability, on our Consolidated Balance Sheets. Higher funding rates, as determined by United, resulted in a higher additional quarterly premium of $14.6 million at June 30, 2014 as compared to no additional quarterly premium at June 30, 2013 .

•
Operating results – Our net income has a significant impact on our operating cash flows.  Our net income decreased 31.2% to $11.5 million in the six months ended June 30, 2014 , compared to $16.7 million in the six months ended June 30, 2013 .  Please read “Results of Operations – Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013 .”

Cash Flows from Investing Activities

Net cash flows used in investing activities were $4.7 million for the six months ended June 30, 2014 , primarily due to property and equipment purchases of $6.6 million .

Cash Flows from Financing Activities

Net cash flows used in financing activities were $22.8 million for the six months ended June 30, 2014 , including $14.7 million in stock repurchases and $9.2 million in dividends paid.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are primarily exposed to market risks from fluctuations in interest rates and the effects of those fluctuations on the market values of our cash equivalent short-term investments and our available-for-sale marketable securities.  In addition, borrowings under our Facility bear interest at a variable market rate.  As of June 30, 2014 , we had not drawn on the Facility.  Please read Note 6 to the Consolidated Financial Statements, “ Revolving Credit Facility ,” for additional information.  The cash equivalent short-term investments consist primarily of overnight investments, which are not significantly exposed to interest rate risk, except to the extent that changes in interest rates will ultimately affect the amount of interest income earned on these investments.  The available-for-sale marketable securities are subject to interest rate risk because these securities generally include a fixed interest rate.  As a result, the market values of these securities are affected by changes in prevailing interest rates.

We attempt to limit our exposure to interest rate risk primarily through diversification and low investment turnover.  Our investment policy is designed to maximize after-tax interest income while preserving our principal investment.  As a result, our marketable securities consist of tax-exempt short and intermediate-term debt securities, which are primarily pre-refunded municipal bonds that are secured by escrow funds containing U.S. Government securities.

ITEM 4.  CONTROLS AND PROCEDURES.

In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that

- 26 -

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014 .
There has been no change in our internal controls over financial reporting that occurred during the three months ended June 30, 2014 , that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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PART II

ITEM 1.  LEGAL PROCEEDINGS.

Please read Note 9 to the Consolidated Financial Statements, “ Commitments and Contingencies ,” which is incorporated herein by reference.

ITEM 1A.  RISK FACTORS.

Forward-Looking Statements

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 and federal 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) changes in the competitive environment in the PEO industry, including the entrance of new competitors and our ability to renew or replace client companies; (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 return on our acquisitions; (x) failure of our information technology systems; and (xi) an adverse final judgment or settlement of claims against Insperity.  These factors are discussed in further detail in our 2013 Annual Report on Form 10-K under “Factors That May Affect Future Results and the Market Price of Common Stock” on page 17, and elsewhere in this report.  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.




- 28 -

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table provides information about purchases by Insperity during the three months ended June 30, 2014 , of equity securities that are registered by Insperity pursuant to Section 12 of the Exchange Act:





Period
Total Number of Shares Purchased (1)(2)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Announced Program (1)
Maximum Number of Shares Available for Purchase under Announced Program (1)
04/01/2014 – 04/30/2014
530

$
30.85

—

991,385

05/01/2014 – 05/31/2014
9,529

31.99

9,200

982,185

06/01/2014 – 06/30/2014
16,711

32.02

16,514

965,671

Total
26,770

$
31.99

25,714

965,671

____________________________________

(1)
Our Board has approved a program to repurchase shares of our outstanding common stock.  During the three months ended June 30, 2014 , 25,714 shares were repurchased under the program and 1,056 shares were withheld to satisfy tax withholding obligations for the vesting of restricted stock awards.  As of June 30, 2014 , we were authorized to repurchase an additional 965,671 shares under the program. Unless terminated earlier by resolution of the Board, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.

(2)
These shares include shares of restricted stock that were withheld to satisfy tax-withholding obligations arising in conjunction with the vesting of restricted stock.  The required withholding is calculated using the closing sales price reported by the New York Stock Exchange on the date prior to the applicable vesting date.  These shares are not subject to the repurchase program described above.

- 29 -

ITEM 6.  EXHIBITS.

(a)
List of Exhibits

31.1
*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
*
XBRL Instance Document. (1)
101.SCH
*
XBRL Taxonomy Extension Schema Document.
101.CAL
*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
*
XBRL Extension Definition Linkbase Document.
101.LAB
*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
*
XBRL Taxonomy Extension Presentation Linkbase Document.
____________________________________
*
Filed with this report.
**
Furnished with this report

(1)
Attached as exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the three and six month periods ended June 30, 2014 and 2013 ; (ii) the Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2014 and 2013 ; (iii) the Consolidated Balance Sheets at June 30, 2014 and December 31, 2013 ; (iv) the Consolidated Statement of Stockholders’ Equity for the six month period ended June 30, 2014 ; (v) the Consolidated Statements of Cash Flows for the six month periods ended June 30, 2014 and 2013 ; and (vi) Notes to the Consolidated Financial Statements.

- 30 -

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 thereunto duly authorized.
Insperity, Inc.
Date: August 1, 2014
By:
/s/ Douglas S. Sharp
Douglas S. Sharp
Senior Vice President of Finance,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

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TABLE OF CONTENTS