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


FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): November 3, 2014

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

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

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


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

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

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

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

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

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







Item 2.02. Results of Operations and Financial Condition

On November 3, 2014, Insperity, Inc. issued a press release announcing the company’s financial and operating results for the quarter ended September 30, 2014. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d)
Exhibits

99.1 — Press release issued by Insperity, Inc. on November 3, 2014.






SIGNATURES


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

INSPERITY, INC.



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


Date: November 3, 2014





EXHIBIT INDEX


Exhibit
No.    Description

99.1 —    Press release issued by Insperity, Inc. on November 3, 2014.








Exhibit 99.1

Insperity Announces Strong Third Quarter Results

Q3 EPS of $0.33 and adjusted EBITDA of $22.6 million
Gross profit contribution from Strategic Business Units up 20%
$35 million returned to stockholders year-to-date through share repurchases and dividends

HOUSTON – Nov. 3, 2014 – Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today reported results for the third quarter and nine months ended Sept. 30, 2014. For the third quarter, the company reported net income of $8.4 million and diluted earnings per share of $0.33. Adjusted EBITDA totaled $22.6 million for the third quarter.

“We are pleased with our recent financial results and the growth acceleration that has unfolded over the past two quarters,” said Paul J. Sarvadi, Insperity chairman and chief executive officer. “A continuation of these trends, combined with a successful year-end transition, would result in double-digit unit growth in 2015.”

Third Quarter Results

Revenues for the third quarter of 2014 increased 3.8% over the third quarter of 2013 due to a 1.8% increase in the average number of worksite employees paid per month and a 2.0% increase in revenues per worksite employee per month. The average number of paid worksite employees increased 2.6% sequentially over the second quarter of 2014. Gross profit increased 3.5% compared to the third quarter of 2013 to $100.8 million. Benefits costs per covered employee increased 1.3%, less than expected, contributing to an increase in the average gross profit per worksite employee per month, from $251 in the third quarter of 2013 to $255 in the third quarter of 2014. Included in gross profit in the third quarter of 2014 is an $18 per worksite employee per month contribution from our Strategic Business Units, compared to $15 per worksite employee per month in the third quarter of 2013.

Operating expenses increased to our forecasted level of $86.4 million and included $5.7 million in additional costs associated with the development of our Human Capital Management product, health care reform and an additional accrual for incentive compensation based on better than expected operating results. Excluding these items, operating expenses were flat compared to the third quarter of 2013.
 
Year-to-Date Results

For the nine months ended Sept. 30, 2014, the company reported adjusted net income of $21.4 million and adjusted diluted earnings per share of $0.84. These earnings exclude after-tax costs of $1.6 million or $0.06 per share related to a second quarter non-cash impairment charge



associated with the reorganization of our Employment Screening business. Reported net income for the nine months ended Sept. 30, 2014 was $19.8 million, or $0.78 per diluted share. Adjusted EBITDA totaled $61.5 million for this same period.

Year-to-date revenues were $1.8 billion, an increase of 3.7% over the 2013 period. Gross profit for the nine months ended Sept. 30, 2014 decreased to $302.4 million. The average gross profit per worksite employee per month decreased 1.9%, to $261 in the 2014 period from $266 in the 2013 period.

Adjusted 2014 year-to-date operating expenses, excluding the impact of the impairment charge, increased to $265.5 million from $253.9 million in the 2013 period. Adjusted year-to-date operating expenses increased by just 1.2% when excluding an additional $8.7 million of costs associated with the development of our Human Capital Management product, health care reform and the additional accrual for incentive compensation based on better than expected operating results.

“As a result of our focus on operating expense control throughout 2014, we now expect approximately $16 million in cost savings from our initial 2014 forecast,” said Douglas S. Sharp, senior vice-president of finance, chief financial officer and treasurer. “We intend to continue to focus on operating expense control throughout 2015 to align with unit growth and customer mix.”

Cash outlays in the first nine months of 2014 included the repurchase of 693,262 shares of stock at a cost of $20.8 million, dividends totaling $14.0 million and capital expenditures of $11.0 million. Working capital at Sept. 30, 2014 was $119.1 million.

Insperity will be hosting a conference call today at 10 a.m. ET to discuss these results, give guidance for the fourth quarter and answer questions from investment analysts. To listen in, call 877-651-0053 and use conference i.d. number 17729875. The call will also be webcast at http://ir.insperity.com. The conference call script and company guidance will be available at the same website later today. A replay of the conference call will be available at 855-859-2056, conference i.d. 17729875. The webcast will be archived for one year.

Insperity, a trusted advisor to America’s best businesses for more than 28 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity® Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization® solution. Additional company offerings include Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurances Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2013 revenues of $2.3 billion, Insperity operates in 57 offices throughout the United States. For more information, visit http://www.insperity.com.

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section



21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Insperity, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated 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 returns 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 Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

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






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

 
 
September 30,
2014
 
December 31,
2013
 
 
(Unaudited)
 
 
Assets:
 
 
 
 
Cash and cash equivalents
 
$
179,458

 
$
225,755

Restricted cash
 
57,222

 
51,928

Marketable securities
 
45,953

 
46,340

Accounts receivable, net
 
244,814

 
210,009

Prepaid insurance
 
30,613

 
10,638

Other current assets
 
12,851

 
12,053

Income taxes receivable
 
2,740

 
409

Deferred income taxes
 

 
8,185

Total current assets
 
573,651

 
565,317

 
 
 
 
 
Property and equipment, net
 
82,765

 
86,415

Prepaid health insurance
 
9,000

 
9,000

Deposits
 
97,386

 
85,578

Goodwill and other intangible assets, net
 
14,808

 
18,434

Other assets
 
1,748

 
1,816

Total assets
 
$
779,358

 
$
766,560

 
 
 
 
 
Liabilities and Stockholders’ Equity:
 
 
 
 
Accounts payable
 
$
3,255

 
$
2,678

Payroll taxes and other payroll deductions payable
 
105,026

 
165,604

Accrued worksite employee payroll cost
 
211,028

 
173,801

Accrued health insurance costs
 
26,351

 
5,103

Accrued workers’ compensation costs
 
59,393

 
52,930

Accrued corporate payroll and commissions
 
26,474

 
21,611

Other accrued liabilities
 
23,008

 
14,960

Total current liabilities
 
454,535

 
436,687

 
 
 
 
 
Accrued workers’ compensation costs
 
73,009

 
68,905

Deferred income taxes
 
3,806

 
7,696

Total noncurrent liabilities
 
76,815

 
76,601

 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock
 
308

 
308

Additional paid-in capital
 
136,972

 
135,653

Treasury stock, at cost
 
(151,091
)
 
(138,688
)
Accumulated other comprehensive income, net of tax
 
24

 
29

Retained earnings
 
261,795

 
255,970

Total stockholders’ equity
 
248,008

 
253,272

Total liabilities and stockholders’ equity
 
$
779,358

 
$
766,560




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


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
Operating results:
 
 
 
 
 
 
 
 
 
 
 
Revenues (gross billings of $3.362 billion, $3.236 billion, $10.231 billion and $9.736 billion, less worksite employee payroll cost of $2.802 billion, $2.696 billion, $8.469 billion and $8.037 billion, respectively)
$
560,303

 
$
539,869

 
3.8
 %
 
$
1,761,923

 
$
1,698,979

 
3.7
 %
Direct costs:
 
 
 
 
 
 
 
 
 
 
 
Payroll taxes, benefits and workers’ compensation costs
459,486

 
442,460

 
3.8
 %
 
1,459,477

 
1,395,706

 
4.6
 %
Gross profit
100,817

 
97,409

 
3.5
 %
 
302,446

 
303,273

 
(0.3
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Salaries, wages and payroll taxes
49,384

 
43,797

 
12.8
 %
 
148,245

 
137,697

 
7.7
 %
Stock-based compensation
2,701

 
2,749

 
(1.7
)%
 
8,346

 
8,351

 
(0.1
)%
Commissions
3,790

 
3,609

 
5.0
 %
 
10,753

 
10,349

 
3.9
 %
Advertising
4,885

 
4,273

 
14.3
 %
 
18,182

 
19,243

 
(5.5
)%
General and administrative expenses
20,295

 
20,567

 
(1.3
)%
 
64,143

 
62,592

 
2.5
 %
Depreciation and amortization
5,302

 
5,302

 

 
15,827

 
15,692

 
0.9
 %
Impairment charge

 

 

 
2,485

 

 
100.0
 %
Total operating expenses
86,357

 
80,297

 
7.5
 %
 
267,981

 
253,924

 
5.5
 %
Operating income
14,460

 
17,112

 
(15.5
)%
 
34,465

 
49,349

 
(30.2
)%
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest, net
9

 
26

 
(65.4
)%
 
80

 
155

 
(48.4
)%
Other, net
34

 
(1
)
 

 
20

 
(2,668
)
 
(100.7
)%
Income before income tax expense
14,503

 
17,137

 
(15.4
)%
 
34,565

 
46,836

 
(26.2
)%
Income tax expense
6,118

 
7,055

 
(13.3
)%
 
14,725

 
20,093

 
(26.7
)%
Net income
$
8,385

 
$
10,082

 
(16.8
)%
 
$
19,840

 
$
26,743

 
(25.8
)%
Less distributed and undistributed earnings allocated to participating securities
(243
)
 
(289
)
 
(15.9
)%
 
(576
)
 
(769
)
 
(25.1
)%
Net income allocated to common shares
$
8,142

 
$
9,793

 
(16.9
)%
 
$
19,264

 
$
25,974

 
(25.8
)%
Basic net income per share of common stock
$
0.33

 
$
0.39

 
(15.4
)%
 
$
0.78

 
$
1.05

 
(25.7
)%
Diluted net income per share of common stock
$
0.33

 
$
0.39

 
(15.4
)%
 
$
0.78

 
$
1.04

 
(25.0
)%







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


 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Statistical Data:
 
 
 
 
 
 
 
 
 
 
 
Average number of worksite employees paid per month
131,545

 
129,248

 
1.8
 %
 
128,703

 
126,445

 
1.8
 %
Revenues per worksite employee per month(1)
$
1,420

 
$
1,392

 
2.0
 %
 
$
1,521

 
$
1,493

 
1.9
 %
Gross profit per worksite employee per month
255

 
251

 
1.6
 %
 
261

 
266

 
(1.9
)%
Operating expenses per worksite employee per month
218

 
207

 
5.3
 %
 
231

 
223

 
3.6
 %
Operating income per worksite employee per month
37

 
44

 
(15.9
)%
 
30

 
43

 
(30.2
)%
Net income per worksite employee per month
21

 
26

 
(19.2
)%
 
17

 
23

 
(26.1
)%

(1) Gross billings of $8,519, $8,346, $8,832 and $8,555 per worksite employee per month, less payroll cost of $7,099, $6,954, $7,311 and $7,062 per worksite employee per month, respectively.






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

GAAP to Non-GAAP Reconciliation Tables

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost (GAAP)
 
$
2,801,722

 
$
2,696,330

 
3.9
%
 
$
8,468,804

 
$
8,036,532

 
5.4
%
Less: Bonus payroll cost
 
204,405

 
192,868

 
6.0
%
 
947,751

 
706,795

 
34.1
%
Non-bonus payroll cost
 
$
2,597,317

 
$
2,503,462

 
3.7
%
 
$
7,521,053

 
$
7,329,737

 
2.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost per worksite employee per month (GAAP)
 
$
7,099

 
$
6,954

 
2.1
%
 
$
7,311

 
$
7,062

 
3.5
%
Less: Bonus payroll cost per worksite employee per month
 
518

 
498

 
4.0
%
 
818

 
621

 
31.7
%
Non-bonus payroll cost per worksite employee per month
 
$
6,581

 
$
6,456

 
1.9
%
 
$
6,493

 
$
6,441

 
0.8
%

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

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses (GAAP)
 
$
86,357

 
$
80,297

 
7.5
%
 
$
267,981

 
$
253,924

 
5.5
%
Impairment charge
 

 

 

 
2,485

 

 
100.0
%
Adjusted operating expenses
 
$
86,357

 
$
80,297

 
7.5
%
 
$
265,496

 
$
253,924

 
4.6
%

Adjusted operating expenses represent operating expenses excluding the impact of impairment charges.




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
8,385

 
$
10,082

 
(16.8
)%
 
$
19,840

 
$
26,743

 
(25.8
)%
Income tax expense
 
6,118

 
7,055

 
(13.3
)%
 
14,725

 
20,093

 
(26.7
)%
Interest expense
 
104

 
88

 
18.2
 %
 
281

 
264

 
6.4
 %
Depreciation and amortization
 
5,302

 
5,302

 

 
15,827

 
15,692

 
0.9
 %
EBITDA
 
19,909

 
22,527

 
(11.6
)%
 
50,673

 
62,792

 
(19.3
)%
Impairment charges
 

 

 

 
2,485

 
2,679

 
(7.2
)%
Stock-based compensation
 
2,701

 
2,749

 
(1.7
)%
 
8,346

 
8,351

 
(0.1
)%
Adjusted EBITDA
 
$
22,610

 
$
25,276

 
(10.5
)%
 
$
61,504

 
$
73,822

 
(16.7
)%

EBITDA represents net income computed in accordance with generally accepted accounting principles (“GAAP”), plus interest expense, income tax expense, depreciation and amortization expense. Insperity management believes EBITDA and adjusted EBITDA are often useful measures of the company’s operating performance, as they allow for additional analysis of the company’s operating results separate from the impact of taxes and capital and financing transactions on earnings.

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (GAAP)
 
$
8,385

 
$
10,082

 
(16.8
)%
 
$
19,840

 
$
26,743

 
(25.8
)%
Impairment charges,
net of tax
 

 

 

 
1,566

 
2,679

 
(41.5
)%
Adjusted net income
 
$
8,385

 
$
10,082

 
(16.8
)%
 
$
21,406

 
$
29,422

 
(27.2
)%

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income per share of common stock (GAAP)
 
$
0.33

 
$
0.39

 
(15.4
)%
 
$
0.78

 
$
1.04

 
(25.0
)%
Impairment charges,
net of tax
 

 

 

 
0.06

 
0.10

 
(40.0
)%
Adjusted diluted net income per share of common stock
 
$
0.33

 
$
0.39

 
(15.4
)%
 
$
0.84

 
$
1.14

 
(26.3
)%

Adjusted net income and adjusted diluted net income per share of common stock represent net income and diluted net income per share computed in accordance with GAAP, excluding the impact of the impairment charge related to Employment Screening reporting unit in 2014 and the impairment charge related to The Receivables Exchange in 2013. Insperity management believes adjusted net income and adjusted diluted net income per share are useful measures of the company’s operating performance in this period, as they allow for additional analysis of the company’s operating results separate from the impact of the impairment.





Non-bonus payroll, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted net income per share of common stock are not financial measures prepared in accordance with GAAP and may be different from similar measures used by other companies. Non-bonus payroll, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted net income per share of common stock should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Insperity includes non-bonus payroll, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted net income per share of common stock in this press release because the company believes they are useful to investors in allowing for greater transparency related to the costs incurred under the company’s workers’ compensation program and the company’s operating performance during the periods presented. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures as provided in the tables above.



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