ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly period ended March 31, 2016.
|
o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from _______________ to _______________
|
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)
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Large accelerated filer
ý
|
Accelerated filer
o
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Non-accelerated filer
o
|
Smaller reporting company
o
|
|
TABLE OF CONTENTS
|
|
|
|
|
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Part I
|
|
|
|
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Item 1.
|
||
|
|
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Item 2.
|
||
|
|
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Item 3.
|
||
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|
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Item 4.
|
||
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Part II
|
||
|
|
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Item 1.
|
||
|
|
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Item 1a.
|
||
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Item 2.
|
||
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|
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Item 6.
|
|
|
March 31,
2016 |
|
December 31, 2015
|
||||
|
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
318,848
|
|
|
$
|
269,538
|
|
Restricted cash
|
|
40,281
|
|
|
37,418
|
|
||
Marketable securities
|
|
1,894
|
|
|
9,875
|
|
||
Accounts receivable, net:
|
|
|
|
|
|
|
||
Trade
|
|
2,393
|
|
|
7,691
|
|
||
Unbilled
|
|
229,646
|
|
|
190,715
|
|
||
Other
|
|
3,329
|
|
|
2,259
|
|
||
Prepaid insurance
|
|
11,554
|
|
|
7,417
|
|
||
Other current assets
|
|
28,448
|
|
|
17,135
|
|
||
Total current assets
|
|
636,393
|
|
|
542,048
|
|
||
|
|
|
|
|
||||
Property and equipment:
|
|
|
|
|
|
|
||
Land
|
|
5,214
|
|
|
5,214
|
|
||
Buildings and improvements
|
|
73,919
|
|
|
70,273
|
|
||
Computer hardware and software
|
|
92,291
|
|
|
90,654
|
|
||
Software development costs
|
|
47,121
|
|
|
45,762
|
|
||
Furniture, fixtures and other
|
|
39,972
|
|
|
39,919
|
|
||
|
|
258,517
|
|
|
251,822
|
|
||
Accumulated depreciation and amortization
|
|
(194,202
|
)
|
|
(190,063
|
)
|
||
Total property and equipment, net
|
|
64,315
|
|
|
61,759
|
|
||
|
|
|
|
|
||||
Other assets:
|
|
|
|
|
|
|
||
Prepaid health insurance
|
|
9,000
|
|
|
9,000
|
|
||
Deposits – health insurance
|
|
3,700
|
|
|
3,700
|
|
||
Deposits – workers’ compensation
|
|
139,873
|
|
|
136,462
|
|
||
Goodwill and other intangible assets, net
|
|
13,463
|
|
|
13,588
|
|
||
Deferred income taxes, net
|
|
11,998
|
|
|
16,976
|
|
||
Other assets
|
|
1,768
|
|
|
1,379
|
|
||
Total other assets
|
|
179,802
|
|
|
181,105
|
|
||
Total assets
|
|
$
|
880,510
|
|
|
$
|
784,912
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
|
(Unaudited)
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,213
|
|
|
$
|
5,381
|
|
Payroll taxes and other payroll deductions payable
|
|
202,355
|
|
|
205,393
|
|
||
Accrued worksite employee payroll cost
|
|
267,656
|
|
|
161,917
|
|
||
Accrued health insurance costs
|
|
7,737
|
|
|
13,643
|
|
||
Accrued workers’ compensation costs
|
|
42,229
|
|
|
39,053
|
|
||
Accrued corporate payroll and commissions
|
|
21,017
|
|
|
39,103
|
|
||
Other accrued liabilities
|
|
30,693
|
|
|
20,250
|
|
||
Income taxes payable
|
|
13,527
|
|
|
2,971
|
|
||
Total current liabilities
|
|
590,427
|
|
|
487,711
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
|
|||
Accrued workers’ compensation costs
|
|
130,331
|
|
|
124,746
|
|
||
Long-term debt
|
|
104,400
|
|
|
—
|
|
||
Total noncurrent liabilities
|
|
234,731
|
|
|
124,746
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock
|
|
277
|
|
|
308
|
|
||
Additional paid-in capital
|
|
2,061
|
|
|
144,701
|
|
||
Treasury stock, at cost
|
|
(207,798
|
)
|
|
(205,325
|
)
|
||
Retained earnings
|
|
260,812
|
|
|
232,771
|
|
||
Total stockholders’ equity
|
|
55,352
|
|
|
172,455
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
880,510
|
|
|
$
|
784,912
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Revenues (gross billings of $4.564 billion and $3.940 billion less worksite employee payroll cost of $3.762 billion and $3.241 billion, respectively)
|
|
$
|
802,408
|
|
|
$
|
699,479
|
|
|
|
|
|
|
||||
Direct costs:
|
|
|
|
|
|
|
||
Payroll taxes, benefits and workers’ compensation costs
|
|
652,392
|
|
|
569,619
|
|
||
|
|
|
|
|
||||
Gross profit
|
|
150,016
|
|
|
129,860
|
|
||
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
||
Salaries, wages and payroll taxes
|
|
58,015
|
|
|
56,748
|
|
||
Stock-based compensation
|
|
3,575
|
|
|
2,423
|
|
||
Commissions
|
|
4,281
|
|
|
4,304
|
|
||
Advertising
|
|
3,047
|
|
|
3,180
|
|
||
General and administrative expenses
|
|
23,784
|
|
|
24,593
|
|
||
Impairment charges and other
|
|
—
|
|
|
9,807
|
|
||
Depreciation and amortization
|
|
4,271
|
|
|
5,285
|
|
||
|
|
96,973
|
|
|
106,340
|
|
||
Operating income
|
|
53,043
|
|
|
23,520
|
|
||
|
|
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
||
Interest income
|
|
299
|
|
|
107
|
|
||
Interest expense
|
|
(637
|
)
|
|
(100
|
)
|
||
Income before income tax expense
|
|
52,705
|
|
|
23,527
|
|
||
Income tax expense
|
|
20,012
|
|
|
9,740
|
|
||
Net income
|
|
$
|
32,693
|
|
|
$
|
13,787
|
|
|
|
|
|
|
||||
Less distributed and undistributed earnings allocated to participating securities
|
|
(664
|
)
|
|
(355
|
)
|
||
|
|
|
|
|
||||
Net income allocated to common shares
|
|
$
|
32,029
|
|
|
$
|
13,432
|
|
|
|
|
|
|
||||
Basic net income per share of common stock
|
|
$
|
1.53
|
|
|
$
|
0.54
|
|
|
|
|
|
|
||||
Diluted net income per share of common stock
|
|
$
|
1.53
|
|
|
$
|
0.54
|
|
|
|
Common Stock Issued
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2015
|
|
30,758
|
|
|
$
|
308
|
|
|
$
|
144,701
|
|
|
$
|
(205,325
|
)
|
|
$
|
232,771
|
|
|
$
|
172,455
|
|
Purchase of treasury stock, at cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,768
|
)
|
|
—
|
|
|
(4,768
|
)
|
|||||
Repurchase of common stock
|
|
(3,014
|
)
|
|
(31
|
)
|
|
(144,232
|
)
|
|
—
|
|
|
—
|
|
|
(144,263
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,485
|
|
|
2,090
|
|
|
—
|
|
|
3,575
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
107
|
|
|
205
|
|
|
—
|
|
|
312
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,652
|
)
|
|
(4,652
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,693
|
|
|
32,693
|
|
|||||
Balance at March 31, 2016
|
|
27,744
|
|
|
$
|
277
|
|
|
$
|
2,061
|
|
|
$
|
(207,798
|
)
|
|
$
|
260,812
|
|
|
$
|
55,352
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
32,693
|
|
|
$
|
13,787
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
4,271
|
|
|
5,285
|
|
||
Impairment charges and other
|
|
—
|
|
|
9,807
|
|
||
Amortization of marketable securities
|
|
31
|
|
|
316
|
|
||
Stock-based compensation
|
|
3,575
|
|
|
2,423
|
|
||
Deferred income taxes
|
|
4,978
|
|
|
5,594
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Restricted cash
|
|
(2,863
|
)
|
|
(1,112
|
)
|
||
Accounts receivable
|
|
(34,703
|
)
|
|
(84,662
|
)
|
||
Prepaid insurance
|
|
(4,137
|
)
|
|
(15,359
|
)
|
||
Other current assets
|
|
(11,313
|
)
|
|
(3,432
|
)
|
||
Other assets
|
|
(3,804
|
)
|
|
(1,642
|
)
|
||
Accounts payable
|
|
(168
|
)
|
|
(1,613
|
)
|
||
Payroll taxes and other payroll deductions payable
|
|
(3,038
|
)
|
|
326
|
|
||
Accrued worksite employee payroll expense
|
|
105,739
|
|
|
31,168
|
|
||
Accrued health insurance costs
|
|
(5,906
|
)
|
|
7,260
|
|
||
Accrued workers’ compensation costs
|
|
8,761
|
|
|
5,360
|
|
||
Accrued corporate payroll, commissions and other accrued liabilities
|
|
(9,465
|
)
|
|
(7,473
|
)
|
||
Income taxes payable/receivable
|
|
10,556
|
|
|
(3,983
|
)
|
||
Total adjustments
|
|
62,514
|
|
|
(51,737
|
)
|
||
Net cash provided by (used in) operating activities
|
|
95,207
|
|
|
(37,950
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Marketable securities:
|
|
|
|
|
|
|
||
Purchases
|
|
(103
|
)
|
|
(3,964
|
)
|
||
Proceeds from dispositions
|
|
7,268
|
|
|
824
|
|
||
Proceeds from maturities
|
|
790
|
|
|
2,620
|
|
||
Property and equipment:
|
|
|
|
|
||||
Purchases
|
|
(4,880
|
)
|
|
(2,423
|
)
|
||
Net cash provided by (used in) investing activities
|
|
3,075
|
|
|
(2,943
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Purchase of treasury stock
|
|
$
|
(4,768
|
)
|
|
$
|
(5,719
|
)
|
Repurchase of common stock
|
|
(144,263
|
)
|
|
—
|
|
||
Dividends paid
|
|
(4,652
|
)
|
|
(4,844
|
)
|
||
Proceeds from the exercise of stock options
|
|
—
|
|
|
374
|
|
||
Income tax benefit from stock-based compensation
|
|
—
|
|
|
2,929
|
|
||
Borrowings under long-term debt agreement
|
|
124,400
|
|
|
—
|
|
||
Principal repayments
|
|
(20,000
|
)
|
|
—
|
|
||
Other
|
|
311
|
|
|
285
|
|
||
Net cash used in financing activities
|
|
(48,972
|
)
|
|
(6,975
|
)
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
49,310
|
|
|
(47,868
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
269,538
|
|
|
276,456
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
318,848
|
|
|
$
|
228,588
|
|
1.
|
Basis of Presentation
|
2.
|
Accounting Policies
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Beginning balance, January 1,
|
|
$
|
162,184
|
|
|
$
|
136,088
|
|
Accrued claims
|
|
17,787
|
|
|
15,958
|
|
||
Present value discount
|
|
(639
|
)
|
|
(570
|
)
|
||
Paid claims
|
|
(8,719
|
)
|
|
(10,549
|
)
|
||
Ending balance
|
|
$
|
170,613
|
|
|
$
|
140,927
|
|
|
|
|
|
|
||||
Current portion of accrued claims
|
|
$
|
40,282
|
|
|
$
|
45,152
|
|
Long-term portion of accrued claims
|
|
130,331
|
|
|
95,775
|
|
||
|
|
$
|
170,613
|
|
|
$
|
140,927
|
|
3.
|
Cash, Cash Equivalents and Marketable Securities
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
|
(in thousands)
|
||||||
Overnight Holdings
|
|
|
|
|
||||
Money market funds (cash equivalents)
|
|
$
|
300,980
|
|
|
$
|
247,720
|
|
Investment Holdings
|
|
|
|
|
|
|
||
Money market funds (cash equivalents)
|
|
9,739
|
|
|
26,048
|
|
||
Marketable securities
|
|
1,894
|
|
|
9,875
|
|
||
|
|
312,613
|
|
|
283,643
|
|
||
Cash held in demand accounts
|
|
20,942
|
|
|
19,377
|
|
||
Outstanding checks
|
|
(12,813
|
)
|
|
(23,607
|
)
|
||
Total cash, cash equivalents and marketable securities
|
|
$
|
320,742
|
|
|
$
|
279,413
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
318,848
|
|
|
$
|
269,538
|
|
Marketable securities
|
|
1,894
|
|
|
9,875
|
|
||
Total cash, cash equivalents and marketable securities
|
|
$
|
320,742
|
|
|
$
|
279,413
|
|
•
|
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
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
March 31,
2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
310,719
|
|
|
$
|
310,719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bonds
|
|
1,894
|
|
|
—
|
|
|
1,894
|
|
|
—
|
|
||||
Total
|
|
$
|
312,613
|
|
|
$
|
310,719
|
|
|
$
|
1,894
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
December 31,
2015 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
273,768
|
|
|
$
|
273,768
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bonds
|
|
9,875
|
|
|
—
|
|
|
9,875
|
|
|
—
|
|
||||
Total
|
|
$
|
283,643
|
|
|
$
|
273,768
|
|
|
$
|
9,875
|
|
|
$
|
—
|
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||
|
|
|
|
(in thousands)
|
|
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
|
$
|
1,892
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,894
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal bonds
|
|
$
|
9,875
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
9,875
|
|
|
|
Amortized
Cost |
|
Estimated
Fair Value |
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Less than one year
|
|
$
|
1,359
|
|
|
$
|
1,359
|
|
One to five years
|
|
533
|
|
|
535
|
|
||
Total
|
|
$
|
1,892
|
|
|
$
|
1,894
|
|
4.
|
Impairment Charges and Other
|
5.
|
Long-Term Debt
|
6.
|
Stockholders' Equity
|
|
|
2016
|
|
2015
|
||||
|
|
(amounts per share)
|
||||||
|
|
|
|
|
||||
First quarter
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
7.
|
Long-Term Incentive Program
|
|
|
Number of Performance Units at Target
|
|
Weighted Average Grant Date Fair Value
|
|
Maximum Shares Eligible to Receive
|
||||
|
|
|
|
|
|
|
||||
Unvested at December 31, 2015
|
|
100,900
|
|
|
$
|
52.80
|
|
|
183,401
|
|
Granted
|
|
118,525
|
|
|
59.13
|
|
|
237,050
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Canceled
|
|
(2,550
|
)
|
|
52.80
|
|
|
(4,635
|
)
|
|
Unvested at March 31, 2016
|
|
216,875
|
|
|
56.26
|
|
|
415,816
|
|
8.
|
Net Income per Share
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Net income
|
|
$
|
32,693
|
|
|
$
|
13,787
|
|
Less distributed and undistributed earnings allocated to participating securities
|
|
(664
|
)
|
|
(355
|
)
|
||
Net income allocated to common shares
|
|
$
|
32,029
|
|
|
$
|
13,432
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
20,972
|
|
|
24,716
|
|
||
Incremental shares from assumed conversions of common stock options
|
|
6
|
|
|
8
|
|
||
Adjusted weighted average common shares outstanding
|
|
20,978
|
|
|
24,724
|
|
9.
|
Commitments and Contingencies
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands, except per share and
statistical data) |
|||||||||
|
|
|
|
|
|
|
|||||
Revenues (gross billings of $4.564 billion and $3.940 billion, less worksite employee payroll cost of $3.762 billion and $3.241 billion, respectively)
|
|
$
|
802,408
|
|
|
$
|
699,479
|
|
|
14.7
|
%
|
Gross profit
|
|
150,016
|
|
|
129,860
|
|
|
15.5
|
%
|
||
Operating expenses
|
|
96,973
|
|
|
106,340
|
|
|
(8.8
|
)%
|
||
Operating income
|
|
53,043
|
|
|
23,520
|
|
|
125.5
|
%
|
||
Other income (expense)
|
|
(338
|
)
|
|
7
|
|
|
—
|
|
||
Net income
|
|
32,693
|
|
|
13,787
|
|
|
137.1
|
%
|
||
Diluted net income per share of common stock
|
|
1.53
|
|
|
0.54
|
|
|
183.3
|
%
|
||
Adjusted net income
(1)
|
|
34,911
|
|
|
21,627
|
|
|
61.4
|
%
|
||
Adjusted diluted net income per share of common stock
(1)
|
|
1.63
|
|
|
0.86
|
|
|
89.5
|
%
|
||
Adjusted EBITDA
(1)
|
|
61,188
|
|
|
42,290
|
|
|
44.7
|
%
|
||
|
|
|
|
|
|
|
|||||
Statistical Data:
|
|
|
|
|
|
|
|
|
|
||
Average number of worksite employees paid per month
|
|
158,391
|
|
|
137,959
|
|
|
14.8
|
%
|
||
Revenues per worksite employee per month
(2)
|
|
$
|
1,689
|
|
|
$
|
1,690
|
|
|
(0.1
|
)%
|
Gross profit per worksite employee per month
|
|
316
|
|
|
314
|
|
|
0.6
|
%
|
||
Operating expenses per worksite employee per month
|
|
204
|
|
|
257
|
|
|
(20.6
|
)%
|
||
Operating income per worksite employee per month
|
|
112
|
|
|
57
|
|
|
96.5
|
%
|
||
Net income per worksite employee per month
|
|
69
|
|
|
33
|
|
|
109.1
|
%
|
(1)
|
Please read “Non-GAAP Financial Measures” for a reconciliation of the non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.
|
(2)
|
Gross billings of
$9,606
and
$9,521
per worksite employee per month, less payroll cost of
$7,917
and
$7,831
per worksite employee per month, respectively.
|
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|||||||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|||||||
|
|
(in thousands)
|
|
(% of total revenue)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Northeast
|
|
$
|
208,655
|
|
|
$
|
184,362
|
|
|
13.2
|
%
|
|
26.4
|
%
|
|
26.8
|
%
|
Southeast
|
|
81,269
|
|
|
66,562
|
|
|
22.1
|
%
|
|
10.3
|
%
|
|
9.7
|
%
|
||
Central
|
|
127,006
|
|
|
104,617
|
|
|
21.4
|
%
|
|
16.1
|
%
|
|
15.2
|
%
|
||
Southwest
|
|
189,310
|
|
|
176,646
|
|
|
7.2
|
%
|
|
24.0
|
%
|
|
25.7
|
%
|
||
West
|
|
183,712
|
|
|
156,094
|
|
|
17.7
|
%
|
|
23.2
|
%
|
|
22.6
|
%
|
||
|
|
789,952
|
|
|
688,281
|
|
|
14.8
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||
Other revenue
(1)
|
|
12,456
|
|
|
11,198
|
|
|
11.2
|
%
|
|
|
|
|
||||
Total revenue
|
|
$
|
802,408
|
|
|
$
|
699,479
|
|
|
14.7
|
%
|
|
|
|
|
•
|
Benefits costs
– The cost of group health insurance and related employee benefits
increased
$3
per worksite employee per month, or
2.4%
on a cost per covered employee basis, compared to the
first
quarter of
2015
. Included in 2016 benefits costs is a charge of $2.4 million, or $5 per worksite employee per month, for changes in estimated claims run-off related to prior periods compared to a reduction of $0.7 million, or $2 per worksite employee per month, in 2015. The percentage of worksite employees covered under our health insurance plans was
70.2%
in the
2016
period compared to
71.5%
in the
2015
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
10.4%
, but
decreased
$2
on a per worksite employee per month basis, compared to the
first
quarter of
2015
, primarily due to a
16.8%
increase in the average non-bonus payroll. As a percentage of non-bonus payroll cost, workers’ compensation costs were
0.67%
in the
2016
period compared to
0.71%
in the
2015
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
14.2%
, but decreased
$4
on a per worksite employee per month basis, compared to the
first
quarter of
2015
, primarily due to a
16.1%
increase
in payroll costs, partially offset by lower unemployment tax rates. Payroll taxes as a percentage of payroll cost were
8.6%
in
2016
and
8.8%
in
2015
.
|
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
|
|
(in thousands)
|
|
(per worksite employee per month)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries, wages and payroll taxes
|
|
$
|
58,015
|
|
|
$
|
56,748
|
|
|
2.2
|
%
|
|
$
|
122
|
|
|
$
|
137
|
|
|
(10.9
|
)%
|
Stock-based compensation
|
|
3,575
|
|
|
2,423
|
|
|
47.5
|
%
|
|
8
|
|
|
6
|
|
|
33.3
|
%
|
||||
Commissions
|
|
4,281
|
|
|
4,304
|
|
|
(0.5
|
)%
|
|
9
|
|
|
10
|
|
|
(10.0
|
)%
|
||||
Advertising
|
|
3,047
|
|
|
3,180
|
|
|
(4.2
|
)%
|
|
6
|
|
|
8
|
|
|
(25.0
|
)%
|
||||
General and administrative expenses
|
|
23,784
|
|
|
24,593
|
|
|
(3.3
|
)%
|
|
50
|
|
|
59
|
|
|
(15.3
|
)%
|
||||
Impairment charges and other
|
|
—
|
|
|
9,807
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
4,271
|
|
|
5,285
|
|
|
(19.2
|
)%
|
|
9
|
|
|
13
|
|
|
(30.8
|
)%
|
||||
Total operating expenses
|
|
$
|
96,973
|
|
|
$
|
106,340
|
|
|
(8.8
|
)%
|
|
$
|
204
|
|
|
$
|
257
|
|
|
(20.6
|
)%
|
•
|
Salaries, wages and payroll taxes of corporate and sales staff
increased
2.2%
, but decreased
$15
on a per worksite employee per month basis, compared to the
2015
period. This increase was primarily due to a
4.2%
increase in corporate headcount, including a 13.7% increase in the number of Business Performance Advisors, which was partially offset by a lower incentive compensation accrual in 2016.
|
•
|
Stock-based compensation
increased
47.5%
, or
$2
per worksite employee per month, compared to the
2015
period. This increase was primarily due to awards granted during 2015 under the Insperity, Inc. Long-Term Incentive Program (the “LTIP”). Please read
Note 7
to the Consolidated Financial Statements, “
Long-Term Incentive Program
,” for additional information.
|
•
|
Commissions expense
decreased
0.5%
, or
$1
per worksite employee per month, compared to the
2015
period.
|
•
|
Advertising costs
decreased
4.2%
, or
$2
per worksite employee per month, compared to the
2015
period.
|
•
|
General and administrative expenses
decreased
3.3%
, or
$9
per worksite employee per month, compared to the
2015
period, due in part to decreased professional fees and the elimination of repair and maintenance costs associated with the two aircraft sold in July 2015. Please read
Note 4
to the Consolidated Financial Statements, “
Impairment Charges and Other
,” for additional information.
|
•
|
Depreciation and amortization expense
decreased
19.2%
, or
$4
per worksite employee per month, compared to the
2015
period, primarily due to the sale of our two aircraft in 2015, which eliminated the depreciation on those assets. Please read
Note 4
to the Consolidated Financial Statements, “
Impairment Charges and Other
,” for additional information.
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands, except per worksite employee per month data)
|
|||||||||
GAAP to non-GAAP reconciliation:
|
|
|
|
|
|
|
|||||
Payroll cost (GAAP)
|
|
$
|
3,762,064
|
|
|
$
|
3,240,982
|
|
|
16.1
|
%
|
Less: Bonus payroll cost
|
|
582,312
|
|
|
518,503
|
|
|
12.3
|
%
|
||
Non-bonus payroll cost
|
|
$
|
3,179,752
|
|
|
$
|
2,722,479
|
|
|
16.8
|
%
|
|
|
|
|
|
|
|
|||||
Payroll cost per worksite employee per month (GAAP)
|
|
$
|
7,917
|
|
|
$
|
7,831
|
|
|
1.1
|
%
|
Less: Bonus payroll cost per worksite employee per month
|
|
1,225
|
|
|
1,253
|
|
|
(2.2
|
)%
|
||
Non-bonus payroll cost per worksite employee per month
|
|
$
|
6,692
|
|
|
$
|
6,578
|
|
|
1.7
|
%
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Cash, cash equivalents and marketable securities (GAAP)
|
|
$
|
320,742
|
|
|
$
|
279,413
|
|
Less: Amounts payable for withheld federal and state income taxes, employment taxes and other payroll deductions
|
|
181,132
|
|
|
185,719
|
|
||
Customer prepayments
|
|
99,178
|
|
|
17,037
|
|
||
Adjusted cash, cash equivalents and marketable securities
|
|
$
|
40,432
|
|
|
$
|
76,657
|
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands)
|
|||||||||
|
|
|
|
|
|
|
|||||
Operating expenses (GAAP)
|
|
$
|
96,973
|
|
|
$
|
106,340
|
|
|
(8.8
|
)%
|
Less: Impairment charges and other
|
|
—
|
|
|
9,807
|
|
|
—
|
|
||
Stockholder advisory expenses
|
|
—
|
|
|
1,148
|
|
|
—
|
|
||
Adjusted operating expenses
|
|
$
|
96,973
|
|
|
$
|
95,385
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|||||
Operating expenses per worksite employee per month (GAAP)
|
|
$
|
204
|
|
|
$
|
257
|
|
|
(20.6
|
)%
|
Less: Impairment charges and other per worksite employee per month
|
|
—
|
|
|
24
|
|
|
—
|
|
||
Stockholder advisory expenses per worksite employee per month
|
|
—
|
|
|
3
|
|
|
—
|
|
||
Adjusted operating expenses per worksite employee per month
|
|
$
|
204
|
|
|
$
|
230
|
|
|
(11.3
|
)%
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands)
|
|||||||||
|
|
|
|
|
|
|
|||||
Net income (GAAP)
|
|
$
|
32,693
|
|
|
$
|
13,787
|
|
|
137.1
|
%
|
Income tax expense
|
|
20,012
|
|
|
9,740
|
|
|
105.5
|
%
|
||
Interest expense
|
|
637
|
|
|
100
|
|
|
—
|
|
||
Depreciation and amortization
|
|
4,271
|
|
|
5,285
|
|
|
(19.2
|
)%
|
||
EBITDA
|
|
57,613
|
|
|
28,912
|
|
|
99.3
|
%
|
||
Impairment charges and other
|
|
—
|
|
|
9,807
|
|
|
—
|
|
||
Stock-based compensation
|
|
3,575
|
|
|
2,423
|
|
|
47.5
|
%
|
||
Stockholder advisory expenses
|
|
—
|
|
|
1,148
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
61,188
|
|
|
$
|
42,290
|
|
|
44.7
|
%
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands)
|
|||||||||
|
|
|
|
|
|
|
|||||
Net income (GAAP)
|
|
$
|
32,693
|
|
|
$
|
13,787
|
|
|
137.1
|
%
|
Impairment charges and other, net of tax
|
|
—
|
|
|
5,747
|
|
|
—
|
|
||
Stock-based compensation, net of tax
|
|
2,218
|
|
|
1,420
|
|
|
56.2
|
%
|
||
Stockholder advisory expenses, net of tax
|
|
—
|
|
|
673
|
|
|
—
|
|
||
Adjusted net income
|
|
$
|
34,911
|
|
|
$
|
21,627
|
|
|
61.4
|
%
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in thousands)
|
|||||||||
|
|
|
|
|
|
|
|||||
Diluted net income per share of common stock (GAAP)
|
|
$
|
1.53
|
|
|
$
|
0.54
|
|
|
183.3
|
%
|
Impairment charges and other, net of tax
|
|
—
|
|
|
0.23
|
|
|
—
|
|
||
Stock-based compensation, net of tax
|
|
0.10
|
|
|
0.06
|
|
|
66.7
|
%
|
||
Stockholder advisory expenses, net of tax
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||
Adjusted diluted net income per share of common stock
|
|
$
|
1.63
|
|
|
$
|
0.86
|
|
|
89.5
|
%
|
•
|
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
March 31, 2016
, the last business day of the reporting period was a
Thursday
, client prepayments were
$99.2 million
and accrued worksite employee payroll was
$267.7 million
. In the period ended
March 31, 2015
, the last business day of the reporting period was a
Tuesday
, client prepayments were
$14.9 million
and accrued worksite employee payroll was
$187.3 million
.
|
•
|
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
$14.7 million
in the first
three
months of
2016
and
$13.4 million
in the first
three
months of
2015
. However, our estimate of workers’ compensation incurred claims was
$17.1 million
in the
2016
period and
$15.4 million
in the
2015
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. As of
March 31, 2016
, Plan Costs were less than the net premiums paid and owed to United by
$8.2 million
. As this amount is less than the agreed-upon
$9.0 million
surplus maintenance level, the
$0.8 million
difference is included in accrued health insurance costs, a current liability, in our Consolidated Balance Sheets. The premiums owed to United at
March 31, 2016
, were
$2.9 million
, which is included in accrued health insurance costs, a current liability, on our Consolidated Balance Sheets. Funding rates, as determined by United, resulted in no additional
|
•
|
Operating results
– Our net income has a significant impact on our operating cash flows. Our net income
increased
137.1%
to
$32.7 million
in the
three months ended March 31, 2016
, compared to
$13.8 million
in the
three months ended March 31, 2015
, due to higher gross profit. Please read “Results of Operations
–
Three Months Ended March 31, 2016
Compared to
Three Months Ended March 31, 2015
.”
|
Period |
|
Total Number of Shares Purchased
(1)(2)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Announced Programs
(1)
|
|
Maximum Number of Shares Available for Purchase under Announced Program
(3)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
01/01/2016 – 01/31/2016
|
|
3,013,531
|
|
|
$
|
47.50
|
|
|
3,013,531
|
|
|
524,332
|
|
02/01/2016 – 02/29/2016
|
|
100,266
|
|
|
47.55
|
|
|
—
|
|
|
524,332
|
|
|
03/01/2016 – 03/31/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524,332
|
|
|
Total
|
|
3,113,797
|
|
|
$
|
47.50
|
|
|
3,013,531
|
|
|
|
(1)
|
In December 2015, we commenced a modified Dutch auction tender offer to purchase up to $125 million in value of our common stock at a price not less than $43.50 per share and not more than $50.00 per share. In January 2016, we exercised our right to increase the size of the tender offer by up to 2.0% of our outstanding common stock. The tender offer period expired on January 7, 2016 and, on January 13, 2016, we purchased 3,013,531 shares of our common stock at a per share price of $47.50 excluding the transaction costs.
|
(2)
|
During February 2016, 100,266 shares of restricted stock 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.
|
(3)
|
Our Board has approved a program to repurchase shares of our outstanding common stock. During the three months ended
March 31, 2016
, no shares were repurchased under the program. As of
March 31, 2016
, we were authorized to repurchase an additional
524,332
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.
|
|
(a)
|
List of Exhibits
|
|
10.1
|
|
Amendment No. 4 to the Credit Agreement dated March 14, 2016 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2016).
|
10.2†
|
|
Third Amendment to Insperity, Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2016).
|
10.3†
|
|
Form of Executive Officer Restricted Stock Award Agreement for awards granted on or after March 29, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 1, 2016).
|
10.4†
|
|
Form of Employee Award Notice and Agreement under LTIP for awards granted on or after March 29, 2016 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 1, 2016).
|
10.5†
|
*
|
Form of Restricted Stock Award Agreement for awards granted to certain senior personnel on or after March 29, 2016.
|
10.6†
|
*
|
Form of Restricted Stock Award Agreement for awards granted to other employees on or after March 29, 2016.
|
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.
|
|
____________________________________
|
|
|
|
†
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
*
|
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
month periods ended
March 31, 2016
and
2015
; (ii) the Consolidated Balance Sheets at
March 31, 2016
and
December 31, 2015
; (iii) the Consolidated Statement of Stockholders’ Equity for the
three
month period ended
March 31, 2016
; (iv) the Consolidated Statements of Cash Flows for the
three
month periods ended
March 31, 2016
and
2015
; and (v) Notes to the Consolidated Financial Statements.
|
|
Insperity, Inc.
|
|
|
|
|
Date: May 2, 2016
|
By:
|
/s/ Douglas S. Sharp
|
|
|
Douglas S. Sharp
|
|
|
Senior Vice President of Finance,
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
a.
|
Gross negligence or willful misconduct in the performance of the Grantee’s duties;
|
b.
|
Conviction or plea of
nolo contendre
for a felony or any crime involving moral turpitude; or
|
c.
|
Committing an act of fraud or deceit intended to result in personal and unauthorized enrichment of Grantee at the Company’s expense.
|
a.
|
A termination initiated by the Grantee due to (items (1) through (3) below referred to herein as “Good Reason”):
|
b.
|
An involuntary termination of the Grantee, other than for “Cause”.
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Insperity, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2016
|
|
|
|
|
/s/ Paul J. Sarvadi
|
|
Paul J. Sarvadi
|
|
Chairman of the Board and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Insperity, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2016
|
|
|
|
|
/s/
Douglas S. Sharp
|
|
Douglas S. Sharp
|
|
Senior Vice President of Finance, Chief Financial Officer and Treasurer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Paul J. Sarvadi
|
|
Paul J. Sarvadi
|
|
Chairman of the Board and Chief Executive Officer
|
|
May 2, 2016
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Douglas S. Sharp
|
|
Douglas S. Sharp
|
|
Senior Vice President of Finance,
|
|
Chief Financial Officer and Treasurer
|
|
May 2, 2016
|