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

FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
 For the quarterly period ended
JuneSeptember 30, 2019
 or
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
insperitylogoa07.jpg
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,Texas77339
(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareNSPNew York Stock Exchange


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   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer”,



“non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerEmerging growth company
Smaller reporting company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   No

As of July 22,October 28, 2019, 41,186,34839,997,882 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.


TABLE OF CONTENTS

  Page
   
Part I, Item 1.
 
 
 
 
 
Part I, Item 2.
Part I, Item 3.
Part I, Item 4.
Part II, Item 1.
Part II, Item 1A.
Part II, Item 2.
Part II, Item 6.


FINANCIAL STATEMENTS
(Unaudited)

PART I
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)June 30, 2019
 December 31, 2018
September 30, 2019
 December 31, 2018
      
Assets      
Cash and cash equivalents$324,926
 $326,773
$243,439
 $326,773
Restricted cash43,268
 42,227
45,251
 42,227
Marketable securities61,129
 60,781
60,880
 60,781
Accounts receivable, net424,135
 400,623
483,890
 400,623
Prepaid insurance24,469
 8,411
22,161
 8,411
Other current assets29,794
 27,721
26,438
 27,721
Income taxes receivable11,456
 
11,684
 
Total current assets919,177
 866,536
893,743
 866,536
Property and equipment, net of accumulated depreciation120,828
 117,213
134,956
 117,213
Right-of-use leased assets54,189
 
58,185
 
Prepaid health insurance9,000
 9,000
9,000
 9,000
Deposits – health insurance6,600
 6,200
6,600
 6,200
Deposits – workers’ compensation187,728
 166,474
170,032
 166,474
Goodwill and other intangible assets, net12,720
 12,726
12,717
 12,726
Deferred income taxes, net556
 8,816
157
 8,816
Other assets6,197
 4,851
6,732
 4,851
Total assets$1,316,995
 $1,191,816
$1,292,122
 $1,191,816
      
Liabilities and stockholders’ equity      
Accounts payable$6,548
 $10,622
$5,373
 $10,622
Payroll taxes and other payroll deductions payable244,694
 261,166
180,617
 261,166
Accrued worksite employee payroll cost373,532
 329,979
411,457
 329,979
Accrued health insurance costs20,376
 35,153
33,239
 35,153
Accrued workers’ compensation costs47,122
 45,818
48,927
 45,818
Accrued corporate payroll and commissions37,820
 60,704
39,414
 60,704
Other accrued liabilities39,756
 28,890
42,185
 28,890
Total current liabilities769,848
 772,332
761,212
 772,332
Accrued workers’ compensation cost, net of current188,241
 187,412
190,390
 187,412
Long-term debt169,400
 144,400
239,400
 144,400
Operating lease liabilities, net of current54,617
 
60,132
 
Other accrued liabilities, net of current
 9,996

 9,996
Total noncurrent liabilities412,258
 341,808
489,922
 341,808
Commitments and contingencies


 




 


Common stock555
 555
555
 555
Additional paid-in capital41,009
 36,752
46,401
 36,752
Treasury stock, at cost(383,830) (357,569)(496,917) (357,569)
Retained earnings477,155
 397,938
490,949
 397,938
Total stockholders’ equity134,889
 77,676
40,988
 77,676
Total liabilities and stockholders’ equity$1,316,995
 $1,191,816
$1,292,122
 $1,191,816
See accompanying notes.

Insperity | 2019 SecondThird Quarter Form 10-Q4

FINANCIAL STATEMENTS
(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
(in thousands, except per share amounts)20192018 2019201820192018 20192018
      
Revenues(1)
$1,043,316
$922,295
 $2,196,326
$1,936,667
$1,043,388
$925,126
 $3,239,714
$2,861,793
Payroll taxes, benefits and workers’ compensation costs869,581
767,751
 1,795,874
1,582,403
872,842
759,072
 2,668,716
2,341,475
Gross profit173,735
154,544
 400,452
354,264
170,546
166,054
 570,998
520,318
Salaries, wages and payroll taxes74,696
68,748
 158,076
155,934
79,264
70,552
 237,340
226,486
Stock-based compensation8,256
5,752
 14,296
8,887
6,517
5,769
 20,813
14,656
Commissions7,741
6,979
 14,693
13,045
8,034
6,818
 22,727
19,863
Advertising7,548
6,585
 12,579
10,150
4,895
3,846
 17,474
13,996
General and administrative expenses29,866
27,419
 63,028
57,271
29,773
25,294
 92,801
82,565
Depreciation and amortization6,908
5,480
 13,599
10,693
7,330
5,642
 20,929
16,335
Total operating expenses135,015
120,963
 276,271
255,980
135,813
117,921
 412,084
373,901
Operating income38,720
33,581
 124,181
98,284
34,733
48,133
 158,914
146,417
Other income (expense):   
 
   
 
Interest income2,802
1,807
 6,047
3,263
2,574
2,028
 8,621
5,291
Interest expense(1,639)(1,108) (3,320)(2,178)(2,122)(1,174) (5,442)(3,352)
Income before income tax expense39,883
34,280
 126,908
99,369
35,185
48,987
 162,093
148,356
Income tax expense11,327
9,720
 22,063
24,818
9,326
12,780
 31,389
37,598
Net income$28,556
$24,560
 $104,845
$74,551
$25,859
$36,207
 $130,704
$110,758
Less distributed and undistributed earnings allocated to participating securities(309)(346) (1,183)(1,064)(284)(503) (1,546)(1,546)
Net income allocated to common shares$28,247
$24,214
 $103,662
$73,487
$25,575
$35,704
 $129,158
$109,212
      
Net income per share of common stock      
Basic$0.69
$0.59
 $2.55
$1.78
$0.64
$0.86
 $3.19
$2.64
Diluted$0.69
$0.58
 $2.54
$1.77
$0.63
$0.86
 $3.18
$2.63
 ____________________________________
(1) 
Revenues are comprised of gross billings less worksite employee (“WSEE”) payroll costs as follows:
Three Months Ended 
 June 30,
 Six Months Ended June 30,Three Months Ended 
 September 30,
 Nine Months Ended September 30,
(in thousands)20192018 2019201820192018 20192018
      
Gross billings$6,377,014
$5,550,342
 $13,248,684
$11,473,698
$6,555,865
$5,810,779
 $19,804,549
$17,284,477
Less: WSEE payroll cost5,333,698
4,628,047
 11,052,358
9,537,031
5,512,477
4,885,653
 16,564,835
14,422,684
Revenues$1,043,316
$922,295
 $2,196,326
$1,936,667
$1,043,388
$925,126
 $3,239,714
$2,861,793

See accompanying notes.

Insperity | 2019 SecondThird Quarter Form 10-Q5

FINANCIAL STATEMENTS
(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)2019 20182019 2018
      
Cash flows from operating activities      
Net income$104,845
 $74,551
$130,704
 $110,758
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization13,599
 10,693
20,929
 16,335
Stock-based compensation14,296
 8,887
20,813
 14,656
Deferred income taxes8,260
 (255)8,659
 (591)
Changes in operating assets and liabilities:      
Accounts receivable(23,512) (17,773)(83,267) (66,020)
Prepaid insurance(16,058) (6,866)(13,750) (2,973)
Other current assets(2,073) 4,351
1,283
 2,717
Other assets(2,033) (1,957)(2,709) (1,760)
Accounts payable(4,074) (2,324)(5,249) (1,131)
Payroll taxes and other payroll deductions payable(16,472) (89,815)(80,549) (99,161)
Accrued worksite employee payroll expense43,553
 28,194
81,478
 72,713
Accrued health insurance costs(14,777) (1,948)(1,914) 7,383
Accrued workers’ compensation costs2,133
 9,926
6,087
 19,405
Accrued corporate payroll, commissions and other accrued liabilities(22,878) (15,183)(22,830) (11,887)
Income taxes payable/receivable(12,381) 16,808
(12,609) 9,885
Total adjustments(32,417) (57,262)(83,628) (40,429)
Net cash provided by operating activities72,428
 17,289
47,076
 70,329
      
Cash flows from investing activities 
  
 
  
Marketable securities: 
  
 
  
Purchases(60,609) (11,849)(90,909) (54,754)
Proceeds from dispositions5,499
 5,439
5,799
 16,299
Proceeds from maturities55,110
 1,125
85,480
 2,650
Property and equipment:      
Purchases(17,207) (14,025)(35,968) (21,519)
Net cash used in investing activities(17,207) (19,310)(35,598) (57,324)
      
Cash flows from financing activities      
Purchase of treasury stock(38,796) (16,227)(153,668) (16,236)
Dividends paid(24,740) (16,786)(36,777) (25,170)
Borrowings under revolving line of credit25,000
 
95,000
 
Other3,763
 1,110
7,215
 1,613
Net cash used in financing activities(34,773) (31,903)(88,230) (39,793)
Net increase (decrease) in cash, cash equivalents and restricted cash20,448
 (33,924)
Net decrease in cash, cash equivalents and restricted cash(76,752) (26,788)
Cash, cash equivalents and restricted cash beginning of period535,474
 549,612
535,474
 549,612
Cash, cash equivalents and restricted cash end of period$555,922
 $515,688
$458,722
 $522,824

Insperity | 2019 SecondThird Quarter Form 10-Q6

FINANCIAL STATEMENTS
(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)2019 20182019 2018
      
Supplemental schedule of cash and cash equivalents and restricted cash      
Cash and cash equivalents$326,773
 $354,260
$326,773
 $354,260
Restricted cash42,227
 41,137
42,227
 41,137
Deposits – workers’ compensation166,474
 154,215
166,474
 154,215
Cash, cash equivalents and restricted cash beginning of period$535,474
 $549,612
$535,474
 $549,612
      
Cash and cash equivalents$324,926
 $308,711
$243,439
 $328,299
Restricted cash43,268
 41,827
45,251
 42,257
Deposits – workers’ compensation187,728
 165,150
170,032
 152,268
Cash, cash equivalents and restricted cash end of period$555,922
 $515,688
$458,722
 $522,824
      
Supplemental operating lease cash flow information:      
ROU assets obtained in exchange for lease obligations$11,894
 $
$21,980
 $
See accompanying notes.


Insperity | 2019 SecondThird Quarter Form 10-Q7

FINANCIAL STATEMENTS
(Unaudited)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the SixNine Months Ended JuneSeptember 30, 2019 and 2018
Common Stock IssuedAdditional Paid-In CapitalTreasury StockRetained Earnings and AOCITotalCommon Stock IssuedAdditional Paid-In CapitalTreasury StockRetained Earnings and AOCITotal
(in thousands)SharesAmountSharesAmount
    
Balance at December 31, 201855,489
$555
$36,752
$(357,569)$397,938
$77,676
55,489
$555
$36,752
$(357,569)$397,938
$77,676
Purchase of treasury stock, at cost


(38,796)
(38,796)


(153,668)
(153,668)
Issuance of long-term incentive awards and dividend equivalents

(7,695)8,646
(951)


(7,695)8,646
(951)
Stock-based compensation expense

10,776
3,520

14,296


15,656
5,157

20,813
Other

1,176
369

1,545


1,688
517

2,205
Dividends paid



(24,740)(24,740)



(36,777)(36,777)
Unrealized gain on marketable securities, net of tax



63
63




35
35
Net income



104,845
104,845




130,704
130,704
Balance at June 30, 201955,489
$555
$41,009
$(383,830)$477,155
$134,889
Balance at September 30, 201955,489
$555
$46,401
$(496,917)$490,949
$40,988
    
Balance at December 31, 201755,489
$555
$25,337
$(256,363)$296,792
$66,321
55,489
$555
$25,337
$(256,363)$296,792
$66,321
Purchase of treasury stock, at cost


(16,227)
(16,227)


(16,236)
(16,236)
Issuance of long-term incentive awards and dividend equivalents

(5,764)6,619
(855)


(5,764)6,619
(855)
Stock-based compensation expense

7,005
1,882

8,887


11,293
3,363

14,656
Other

785
325

1,110


1,181
430

1,611
Dividends paid



(16,786)(16,786)



(25,170)(25,170)
Unrealized gain on marketable securities, net of tax



4
4
Unrealized loss on marketable securities, net of tax



(20)(20)
Net income



74,551
74,551




110,758
110,758
Balance at June 30, 201855,489
$555
$27,363
$(263,764)$353,706
$117,860
Balance at September 30, 201855,489
$555
$32,047
$(262,187)$381,505
$151,920


Insperity | 2019 SecondThird Quarter Form 10-Q8

FINANCIAL STATEMENTS
(Unaudited)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
For the Three Months Ended JuneSeptember 30, 2019 and 2018
Common Stock IssuedAdditional Paid-In CapitalTreasury StockRetained Earnings and AOCITotalCommon Stock IssuedAdditional Paid-In CapitalTreasury StockRetained Earnings and AOCITotal
(in thousands)SharesAmountSharesAmount
    
Balance at March 31, 201955,489
$555
$33,833
$(376,097)$460,903
$119,194
Balance at June 30, 201955,489
$555
$41,009
$(383,830)$477,155
$134,889
Purchase of treasury stock, at cost


(9,759)
(9,759)


(114,872)
(114,872)
Stock-based compensation expense

6,436
1,820

8,256


4,880
1,637

6,517
Other

740
206

946


512
148

660
Dividends paid



(12,354)(12,354)



(12,037)(12,037)
Unrealized gain on marketable securities, net of tax



50
50
Unrealized loss on marketable securities, net of tax



(28)(28)
Net income



28,556
28,556




25,859
25,859
Balance at June 30, 201955,489
$555
$41,009
$(383,830)$477,155
$134,889
Balance at September 30, 201955,489
$555
$46,401
$(496,917)$490,949
$40,988
    
Balance at March 31, 201855,489
$555
$22,648
$(257,898)$337,527
$102,832
Balance at June 30, 201855,489
$555
$27,363
$(263,764)$353,706
$117,860
Purchase of treasury stock, at cost


(7,662)
(7,662)


(9)
(9)
Stock-based compensation expense

4,165
1,587

5,752


4,288
1,481

5,769
Other

550
209

759


396
105

501
Dividends paid



(8,384)(8,384)



(8,384)(8,384)
Unrealized gain on marketable securities, net of tax



3
3
Unrealized loss on marketable securities, net of tax



(24)(24)
Net income



24,560
24,560




36,207
36,207
Balance at June 30, 201855,489
$555
$27,363
$(263,764)$353,706
$117,860
Balance at September 30, 201855,489
$555
$32,047
$(262,187)$381,505
$151,920
See accompanying notes.


Insperity | 2019 SecondThird Quarter Form 10-Q9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 services offerings are provided through our professional employer organization (“PEO”) services, known as Workforce Optimization® and Workforce SynchronizationTM solutions (together, our “PEO HR Outsourcing solutions”), which encompass a broad range of HR functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services, along with our cloud-based human capital management solution, the Insperity PremierTM platform.
In addition to our PEO HR Outsourcing solutions, we also offer a comprehensive traditional payroll and human capital management solution, known as Workforce Acceleration. We also offer a number of other business performance solutions, including Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Expense Management, Retirement Services and Insurance Services, many of which are offered as a cloud-based software solution and are offered separately or with our other solutions.
The Consolidated Financial Statements include the accounts of Insperity and its wholly owned subsidiaries. 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 at and for the year ended December 31, 2018. Our Condensed Consolidated Balance Sheet at December 31, 2018 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 Condensed Consolidated Balance Sheet at JuneSeptember 30, 2019 and our Consolidated Statements of Operations for the three and sixnine month periods ended JuneSeptember 30, 2019 and 2018, our Consolidated Statements of Cash Flows for the sixnine month periods ended JuneSeptember 30, 2019 and 2018 and our Consolidated Statements of Stockholders’ Equity for the three and sixnine month periods ended JuneSeptember 30, 2019 and 2018, 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. Certain prior year amounts have been reclassified to conform to the 2019 presentation.
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 WSEEs in our PEO HR Outsourcing solutions through a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii, and Tufts, all of which provide fully insured policies or service contracts.
The policy with United provides approximately 87% of our health insurance coverage. While the policy with United is a fully-insured plan, 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, which is a component of direct costs, in our Consolidated Statements of Operations. The estimated incurred claims are based upon: (1) the level of claims processed during the quarter; (2) estimated completion rates based upon recent claim development patterns under the plan; and (3) 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 benefits costs.

Insperity | 2019 SecondThird Quarter Form 10-Q10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 Condensed 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 Condensed 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 $5.0 million as ofat JuneSeptember 30, 2019, and is reportedincluded in deposits - health insurance as a long-term asset.asset on our Condensed Consolidated Balance Sheets. As of JuneSeptember 30, 2019, Plan Costs were less than the net premiums paid and owed to United by $16.4$17.4 million. As this amount is in excess of the agreed-upon $9.0 million surplus maintenance level, the $7.4$8.4 million difference is included in prepaid insurance, a current asset, in our Condensed Consolidated Balance Sheets. The premiums, including the additional quarterly premiums, owed to United at JuneSeptember 30, 2019 were $15.027.6 million, which is included in accrued health insurance costs, a current liability in our Condensed Consolidated Balance Sheets. Our benefits costs incurred in the first sixnine months of 2019 included a charge of $3.5$2.9 million for changes in estimated run-off related to prior periods. Our benefits costs incurred in the first nine months of 2018 included a reduction of $1.3 million for changes in estimated run-off related to prior periods.
Workers’ Compensation Costs
Our workers’ compensation coverage for our WSEEs in our PEO HR Outsourcing solutions has been provided through an arrangement with the Chubb Group of Insurance Companies or its predecessors (the “Chubb Program”) since 2007. The Chubb Program is fully insured in that Chubb has the responsibility to pay all claims incurred under the policy regardless of whether we satisfy our responsibilities. Under the Chubb Program for claims incurred on or before September 30, 2019, we have financial responsibility to Chubb for the first $1 million layer of claims per occurrence and, for claims over $1 million, up to a maximum aggregate amount of $6 million per policy year for claims that exceed $1 million. Chubb bears the financial responsibility for all claims in excess of these levels. Effective for claims incurred on or after October 1, 2019, our financial responsibility increased as we have financial responsibility to Chubb for the first $1.5 million layer of claims per occurrence and, for claims over $1.5 million, up to a maximum aggregate amount of $6 million per policy year for claims that exceed $1.5 million.
Because we bear the financial responsibility 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 utilize a third-party actuary to estimate our loss development rate, which is primarily based upon the nature of WSEEs job responsibilities, the location of WSEEs, 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 sixnine months ended JuneSeptember 30, 2019 and 2018, we reduced accrued workers’ compensation costs by $19.0$26.0 million and $10.9$13.4 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 the 2019 period was 2.3%2.0% and in the 2018 period was 2.5%) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.

Insperity | 2019 SecondThird Quarter Form 10-Q11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table provides the activity and balances related to incurred but not paid workers’ compensation claims:
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)2019 20182019 2018
      
Beginning balance, January 1,$229,639
 $207,630
$229,639
 $207,630
Accrued claims27,299
 33,260
44,334
 54,744
Present value discount(2,703) (3,360)(3,664) (5,372)
Paid claims(22,727) (21,686)(34,669) (31,645)
Ending balance$231,508
 $215,844
$235,640
 $225,357
      
Current portion of accrued claims$43,267
 $41,827
$45,250
 $42,258
Long-term portion of accrued claims188,241
 174,017
190,390
 183,099
Total accrued claims$231,508
 $215,844
$235,640
 $225,357

The current portion of accrued workers’ compensation costs on our Condensed Consolidated Balance Sheets at JuneSeptember 30, 2019 includes $3.9$3.7 million of workers’ compensation administrative fees.
As of JuneSeptember 30, 2019 and 2018, the undiscounted accrued workers’ compensation costs were $250.9$255.3 million and $230.4$241.3 million, respectively.
At the beginning of each policy period, the workers’ compensation 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 WSEE 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 – workers’ compensation, a long-term asset in our Condensed Consolidated Balance Sheets. During the sixfirst nine months ended June 30,of 2019 and 2018, we fundedreceived $16.7 million and $19.4 million, respectively, for the return of excess claim funds related to the workers’ compensation program, which resulted in a collateral deposit of $6.4 million for policy years priornet decrease to 2007, which increased deposits. As of Junedeposits - workers’ compensation. At September 30, 2019, we had restricted cash of $43.3$45.3 million and deposits – workers’ compensation of $187.7$170.0 million.
Our estimate of incurred claim costs expected to be paid within one year is 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 Condensed Consolidated Balance Sheets.
Revenue and Direct Cost Recognition
We enter into contracts with our customers for human resources services based on a stated rate and price in the contract. Our contracts generally have a term of 12 months, but are cancellable at any time by either party with 30-days’ notice. Our performance obligations are satisfied as services are rendered each month. The term between invoicing and when our performance obligations are satisfied is not significant. Payment terms are typically due concurrently with the invoicing of our PEO services. We do not have significant financing components or significant payment terms.
Our revenue is generally recognized ratably over the payroll period as WSEEs perform their service at the client worksite. Customers are invoiced concurrently with each periodic payroll of its WSEEs. Revenues that have been recognized but unbilled of $414.6$474.2 million and $385.6 million at JuneSeptember 30, 2019 and December 31, 2018, respectively, are included in accounts receivable, net on our Condensed Consolidated Balance Sheets.
Pursuant to the “practical expedients” provided under Accounting Standards Update (“ASU”) No 2014-09, we expense sales commissions when incurred because the terms of our contracts generally are cancellable by either party with a 30-day notice. These costs are recorded in commissions in our Consolidated Statements of Operations.

Insperity | 2019 SecondThird Quarter Form 10-Q12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Our revenue for our PEO HR Outsourcing solutions by geographic region and for our other products and services offerings are as follows:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)20192018% Change 20192018% Change20192018% Change 20192018% Change
          
Northeast$270,475
$239,278
13.0% $581,422
$511,642
13.6%$271,839
$237,076
14.7 % $853,263
$748,717
14.0%
Southeast120,148
108,264
11.0% 250,054
223,452
11.9%122,992
109,552
12.3 % 373,044
333,004
12.0%
Central179,443
153,025
17.3% 375,196
321,092
16.8%180,602
155,184
16.4 % 555,797
476,277
16.7%
Southwest244,462
213,920
14.3% 514,294
446,785
15.1%242,200
217,946
11.1 % 756,495
664,731
13.8%
West215,639
194,986
10.6% 448,842
407,605
10.1%212,618
192,011
10.7 % 661,460
599,617
10.3%
1,030,167
909,473
13.3% 2,169,808
1,910,576
13.6%1,030,251
911,769
13.0 % 3,200,059
2,822,346
13.4%
Other revenue13,149
12,822
2.6% 26,518
26,091
1.6%13,137
13,357
(1.6)% 39,655
39,447
0.5%
Total revenue$1,043,316
$922,295
13.1% $2,196,326
$1,936,667
13.4%$1,043,388
$925,126
12.8 % $3,239,714
$2,861,793
13.2%

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, 2019 December 31, 2018September 30, 2019 December 31, 2018
(in thousands)Cash & Cash EquivalentsMarketable SecuritiesTotal Cash & Cash EquivalentsMarketable SecuritiesTotalCash & Cash EquivalentsMarketable SecuritiesTotal Cash & Cash EquivalentsMarketable SecuritiesTotal
      
Overnight holdings$292,464
$
$292,464
 $311,158
$
$311,158
$217,270
$
$217,270
 $311,158
$
$311,158
Investment holdings13,515
61,129
74,644
 16,711
60,781
77,492
16,156
60,880
77,036
 16,711
60,781
77,492
Cash in demand accounts39,915

39,915
 33,207

33,207
24,465

24,465
 33,207

33,207
Outstanding checks(20,968)
(20,968) (34,303)
(34,303)(14,452)
(14,452) (34,303)
(34,303)
Total$324,926
$61,129
$386,055
 $326,773
$60,781
$387,554
$243,439
$60,880
$304,319
 $326,773
$60,781
$387,554

Our cash and overnight holdings fluctuate based on the timing of clients’ payroll processing cycles. Included in theOur cash, cash equivalents and marketable securities at JuneSeptember 30, 2019 and December 31, 2018 are $218.0included $153.8 million and $224.5 million, respectively, of funds associated with federal and state income tax withholdings, employment taxes and other payroll deductions, as well as $37.4$19.7 million and $34.2 million, respectively, in client prepayments, respectively.prepayments.
4.Fair Value Measurements
We account for our financial assets in accordance with Accounting Standard Codification 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
Fair Value of Instruments Measured and Recognized at Fair Value
The following table summarizes the levels of fair value measurements of our financial assets:

Insperity | 2019 SecondThird Quarter Form 10-Q13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Fair Value of Instruments Measured and Recognized at Fair Value
 June 30, 2019 December 31, 2018
(in thousands)TotalLevel 1Level 2 TotalLevel 1Level 2
        
Money market funds$303,908
$303,908
$
 $325,819
$325,819
$
U.S. Treasury bills59,775
59,775

 52,197
52,197

Municipal bonds3,425

3,425
 10,634

10,634
Total$367,108
$363,683
$3,425
 $388,650
$378,016
$10,634
The following table summarizes the levels of fair value measurements of our financial assets:
 September 30, 2019 December 31, 2018
(in thousands)TotalLevel 1Level 2 TotalLevel 1Level 2
        
Money market funds$232,777
$232,777
$
 $325,819
$325,819
$
U.S. Treasury bills61,529
61,529

 52,197
52,197

Municipal bonds


 10,634

10,634
Total$294,306
$294,306
$
 $388,650
$378,016
$10,634

The municipal bond securities valued as Level 2 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:
(in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
  
June 30, 2019 
September 30, 2019 
U.S. Treasury bills$57,650
$54
$
$57,704
$60,854
$27
$(1)$60,880
Municipal bonds3,425


3,425




Total$61,075
$54
$
$61,129
$60,854
$27
$(1)$60,880
  
December 31, 2018  
U.S. Treasury bills$50,150
$
$(3)$50,147
$50,150
$
$(3)$50,147
Municipal bonds10,640
1
(7)10,634
10,640
1
(7)10,634
Total$60,790
$1
$(10)$60,781
$60,790
$1
$(10)$60,781

As of JuneSeptember 30, 2019, the contractual maturities of our marketable securities were as follows:
(in thousands)Amortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
  
Less than one year$61,075
$61,129
$60,854
$60,880
One to five years



Total$61,075
$61,129
$60,854
$60,880

Fair Value of Other Financial Instruments
The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, deposits and accounts payable approximate their fair values due to the short-term maturities of these instruments.
As of JuneSeptember 30, 2019, the carrying value of borrowings under our revolving credit facility approximates fair value and was classified as Level 2 in the fair value hierarchy. Please read Note 5, “Long-Term Debt,” for additional information.

Insperity | 2019 Third Quarter Form 10-Q14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5.Long-Term Debt
We have a revolving credit facility (the “Facility”) with, which was increased from $350 million to $500 million of borrowing capacity up to $350 million.in the third quarter of 2019. The Facility may be further increased to $400$550 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (the “Credit Agreement”). The Facility is available for working capital and general corporate purposes, including acquisitions, stock repurchases and issuances of letters of credit. Our obligations under the Facility are secured by 65% of the stock of our captive insurance subsidiary and are guaranteed by all of our domestic

Insperity | 2019 Second Quarter Form 10-Q14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

subsidiaries. At JuneSeptember 30, 2019, our outstanding balance on the Facility was $169.4$239.4 million, and we had an outstanding $1.0 million letter of credit issued under the Facility, resulting in an available borrowing capacity of $179.6$259.6 million.
The Facility matures on February 6, 2023.September 13, 2024. Borrowings under the Facility bear interest at an alternate base rate or LIBOR, at our option, plus an applicable margin. Depending on our leverage ratio, the applicable margin varies (1) in the case of LIBOR loans, from 1.50% to 2.25% and (2) in the case of alternate base rate loans, from 0.00% to 0.50%. The alternate base rate is the highest of (1) the prime rate most recently published in The Wall Street Journal, (2) the federal funds rate plus 0.50% and (3) the 30-day LIBOR rate plus 2.00%. We also pay an unused commitment fee on the average daily unused portion of the Facility at a rate of 0.25%. The average interest rate for the period ended JuneSeptember 30, 2019 was 4.00%3.90%. Interest expense and unused commitment fees are recorded in other income (expense).
The Facility contains both affirmative and negative covenants that we believe are customary for arrangements of this nature. Covenants include, but are not limited to, limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business, make investments and pay dividends. In addition, the Credit Agreement requires us to comply with financial covenants limiting our total funded debt, minimum interest coverage ratio and maximum leverage ratio. We were in compliance with all financial covenants under the Credit Agreement at JuneSeptember 30, 2019.
6.Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter, the collection of lease guidance is referred to as “ASC 842”.
On January 1, 2019 we adopted ASC 842 using the modified retrospective transition method. Results for the reporting period beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historical accounting under ASC 840, Leases. Upon adoption of ASC 842, we increased our total assets and liabilities due to the recording of operating lease ROU assets and operating lease liabilities of approximately $50.8 million and $63.7 million, respectively, as of January 1, 2019. These increases did not have a material impact on our results of operations or cash flows.
For all leases that commenced before the effective date of ASC 842, we elected to apply the permitted practical expedients to not reassess the following: (1) whether any expired or existing contracts contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases.
We determine if an arrangement is a lease at inception of a contract. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. We have lease agreements which require payments for lease and non-lease components and have elected to account for these as a single lease component related to our other operating facilities.
We have operating leases for office space, other operating facilities, vehicles and office equipment. Our fixed operating lease costs for the three and six months ended June 30, 2019 were $3.8 million and $7.6 million, respectively, and are included in general and administrative expenses on our Consolidated Statements of Operations. During the six months ended June 30, 2019, cash paid for amounts included in the measurement of operating lease liabilities was $8.1 million.

Insperity | 2019 SecondThird Quarter Form 10-Q15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We have operating leases for office space, other operating facilities, vehicles and office equipment. Our fixed operating lease costs for the three and nine months ended September 30, 2019 were $4.1 million and $11.7 million, respectively, and are included in general and administrative expenses on our Consolidated Statements of Operations. During the nine months ended September 30, 2019, cash paid for amounts included in the measurement of operating lease liabilities was $12.5 million.
The following table presents the lease balances within our Condensed Consolidated Balance Sheets, weighted average lease term and weighted average discount rates related to our operating leases:
(dollars in thousands)Classification in Condensed Consolidated Balance SheetsJune 30, 2019Classification in Condensed Consolidated Balance SheetsSeptember 30, 2019
    
Operating lease ROU assetsRight-of-use leased assets$54,189
Right-of-use leased assets$58,185
    
Lease liabilities:    
Current operating lease liabilitiesOther accrued liabilities$14,241
Other accrued liabilities$15,195
Long-term operating lease liabilitiesOperating lease liabilities, net of current54,617
Operating lease liabilities, net of current60,132
Total operating lease liabilities $68,858
 $75,327
Less:    
Landlord funded tenant improvements $10,555
 $12,711
Deferred rent 4,114
 4,431
Operating lease ROU assets $54,189
 $58,185
    
Weighted average remaining lease term (years)Weighted average remaining lease term (years)6
Weighted average remaining lease term (years)6
Weighted average discount rate 4.7% 4.6%

The following presents the maturity of our operating leases liabilities as of JuneSeptember 30, 2019:
(in thousands)Operating Leases
Operating Leases
  
Remainder of 2019$8,578
$4,564
202016,035
17,656
202113,185
15,049
202211,637
13,637
20239,286
11,134
Thereafter20,606
24,174
Total remaining obligation79,327
86,214
Less imputed interest10,469
10,887
Present value of lease liabilities$68,858
$75,327

As of JuneSeptember 30, 2019, we have additional operating leases that have not yet commenced of $16.6$8.2 million with lease terms ranging from 4 years to 78 years.
7.Stockholders' Equity
During the first sixnine months of 2019, we repurchased or withheld an aggregate of 315,3691,481,369 shares of our common stock, as described below.
Repurchase Program
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. DuringIn 2019, the six months ended June 30, 2019, 88,210Board authorized an increase of 700,000 shares werethat may be repurchased under the Repurchase Program. As of June 30, 2019, we were authorized to repurchase an additional 1,522,945 shares under the Repurchase Program.
Withheld Shares
During the sixnine months ended June 30, 2019, we withheld 227,159 shares to satisfy tax withholding obligations for the vesting of long-term incentive and restricted stock awards.

Insperity | 2019 SecondThird Quarter Form 10-Q16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

ended September 30, 2019, 1,254,210 shares were repurchased under the Repurchase Program. As of September 30, 2019, we were authorized to repurchase an additional 1,056,945 shares under the Repurchase Program.
Withheld Shares
During the nine months ended September 30, 2019, we withheld 227,159 shares to satisfy tax withholding obligations for the vesting of long-term incentive and restricted stock awards.
Dividends
The Board declared quarterly dividends as follows:
(amounts per share)2019
 2018
2019
 2018
      
First quarter$0.30
 $0.20
$0.30
 $0.20
Second quarter0.30
 0.20
0.30
 0.20
Third quarter0.30
 0.20

During the sixnine months ended JuneSeptember 30, 2019 and 2018, we paid dividends totaling $24.7$36.8 million and $16.8$25.2 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 includes 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.
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,
Three Months Ended September 30, Nine Months Ended 
 September 30,
(in thousands)20192018 2019201820192018 20192018
      
Net income$28,556
$24,560
 $104,845
$74,551
$25,859
$36,207
 $130,704
$110,758
Less distributed and undistributed earnings allocated to participating securities(309)(346) (1,183)(1,064)(284)(503) (1,546)(1,546)
Net income allocated to common shares$28,247
$24,214
 $103,662
$73,487
$25,575
$35,704
 $129,158
$109,212
      
Weighted average common shares outstanding40,771
41,377
 40,640
41,301
40,168
41,330
 40,481
41,311
Incremental shares from assumed LTIP awards and conversions of common stock options145
156
 140
324
149
218
 143
283
Adjusted weighted average common shares outstanding40,916
41,533
 40,780
41,625
40,317
41,548
 40,624
41,594


Insperity | 2019 Third Quarter Form 10-Q17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9.Commitments and Contingencies
Worksite Employee 401(k) Retirement Plan Class Action Litigation
In December 2015, a class action lawsuit was filed against us and a third-party who served as the discretionary trustee of the Insperity 401(k) retirement plan that is available to eligible worksite employees (the “Plan”) in the United States District Court for the Northern District of Georgia, Atlanta Division, on behalf of Plan participants. The suit generally alleges the third-party discretionary trustee of the Plan and Insperity breached their fiduciary duties to plan participants by selecting an Insperity subsidiary to serve as the recordkeeper for the Plan, by causing participants in the Plan to pay excessive recordkeeping fees to the Insperity subsidiary, by failing to monitor other fiduciaries, and by making imprudent investment choices. The court certified a class defined as “all participants and beneficiaries of the Insperity 401(k) Plan from December 22, 2009 through September 30, 2017.” The court dismissed the breach of fiduciary duty claims relating to the selection of an Insperity subsidiary to serve as the recordkeeper of the Plan. On March 28, 2019, the court partially granted Insperity’s motion for summary judgment, resulting in the dismissal of the

Insperity | 2019 Second Quarter Form 10-Q17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

claims concerning allegations of excessive recordkeeping fees. The court has denied plaintiffs’ request for a jury trial and has set a bench trial for March 2, 2020. With respect to plaintiffs’ remaining claims, plaintiffs allege damages up to $128 million against all defendants. We believe we have meritorious defenses, and we intend to vigorously defend this litigation. As a result of uncertainty regarding the outcome of this matter, no0 provision has been made in the accompanying consolidated financial statements.Consolidated Financial Statements.
Other Litigation
We are a defendant in various other 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.

Insperity | 2019 SecondThird Quarter Form 10-Q18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2018, as well as our Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q.
Executive Summary
Overview
Insperity, Inc. (“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 services offerings are provided through our professional employer organization (“PEO”) services, known as Workforce Optimization® and Workforce SynchronizationTM solutions (together, our “PEO HR Outsourcing solutions”), which encompass a broad range of HR functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services, along with our cloud-based human capital management solution, the Insperity PremierTM platform.
2019 Highlights
Our results for 2019 reflect the impact of continued worksite employee (“WSEE”) growth and effective management of gross profit and operating costs contributing to our significant earnings growth.
SecondThird Quarter 2019 Compared to SecondThird Quarter 2018
Average number of WSEEsworksite employees (“WSEEs”) paid per month increased 13.8%12.0%
Net income and diluted earnings per share (“diluted EPS”) increased 16.3%decreased 28.6% and 19.0%26.7%, to $28.6$25.9 million and $0.69,$0.63, respectively
Adjusted EPS increased 22.1%decreased 21.9% to $0.83$0.75
Adjusted EBITDA increased 21.6%decreased 16.9% to $56.7$51.2 million
First SixNine Months 2019 Compared to First SixNine Months 2018
Average number of WSEEs paid per month increased 14.5%13.6%
Net income and diluted EPS increased 40.6%18.0% and 43.5%20.9% to $104.8$130.7 million and $2.54,$3.18, respectively
Adjusted EPS increased 34.4%16.7% to $2.81$3.57
Adjusted EBITDA increased 21.2%9.0% to $158.1$209.3 million
Please read “Non-GAAP Financial Measures” for a reconciliation of adjusted EBITDA and adjusted EPS to their most directly comparable financial measures calculated and presented in accordance with GAAP.

Insperity | 2019 SecondThird Quarter Form 10-Q19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Key Financial and Statistical Data
(in thousands, except per share and WSEE data)Three Months Ended June 30, Six Months Ended June 30,Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
20192018% Change 20192018% Change20192018% Change 20192018% Change
          
Financial data:          
Revenues$1,043,316
$922,295
13.1 % $2,196,326
$1,936,667
13.4 %$1,043,388
$925,126
12.8 % $3,239,714
$2,861,793
13.2 %
Gross profit173,735
154,544
12.4 % 400,452
354,264
13.0 %170,546
166,054
2.7 % 570,998
520,318
9.7 %
Operating expenses135,015
120,963
11.6 % 276,271
255,980
7.9 %135,813
117,921
15.2 % 412,084
373,901
10.2 %
Operating income38,720
33,581
15.3 % 124,181
98,284
26.3 %34,733
48,133
(27.8)% 158,914
146,417
8.5 %
Other income (expense)1,163
699
66.4 % 2,727
1,085
151.3 %452
854
(47.1)% 3,179
1,939
64.0 %
Net income28,556
24,560
16.3 % 104,845
74,551
40.6 %25,859
36,207
(28.6)% 130,704
110,758
18.0 %
Diluted EPS0.69
0.58
19.0 % 2.54
1.77
43.5 %0.63
0.86
(26.7)% 3.18
2.63
20.9 %
          
Non-GAAP financial measures(1):
          
Adjusted net income$34,467
$28,681
20.2 % $116,051
$88,227
31.5 %$30,648
$40,471
(24.3)% $146,699
$128,698
14.0 %
Adjusted EBITDA56,686
46,620
21.6 % 158,123
130,433
21.2 %51,154
61,572
(16.9)% 209,277
192,005
9.0 %
Adjusted EPS0.83
0.68
22.1 % 2.81
2.09
34.4 %0.75
0.96
(21.9)% 3.57
3.06
16.7 %
          
Average WSEEs paid232,010
203,950
13.8 % 228,768
199,816
14.5 %240,939
215,051
12.0 % 232,825
204,895
13.6 %
Statistical data (per WSEE per month):Statistical data (per WSEE per month):     Statistical data (per WSEE per month):     
Revenues(2)
$1,499
$1,507
(0.5)% $1,600
$1,615
(0.9)%$1,444
$1,434
0.7 % $1,546
$1,552
(0.4)%
Gross profit250
253
(1.2)% 292
295
(1.0)%236
257
(8.2)% 272
282
(3.5)%
Operating expenses194
198
(2.0)% 201
214
(6.1)%188
183
2.7 % 197
203
(3.0)%
Operating income56
55
1.8 % 90
82
9.8 %48
75
(36.0)% 76
79
(3.8)%
Net income41
40
2.5 % 76
62
22.6 %36
56
(35.7)% 62
60
3.3 %
 ____________________________________
(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) 
Revenues per WSEE per month are comprised of gross billings per WSEE per month less WSEE payroll costs per WSEE per month as follows:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended 
 September 30,
(per WSEE per month)20192018 2019201820192018 20192018
Gross billings$9,162
$9,071
 $9,652
$9,570
$9,070
$9,007
 $9,451
$9,373
Less: WSEE payroll cost7,663
7,564
 8,052
7,955
7,626
7,573
 7,905
7,821
Revenues$1,499
$1,507
 $1,600
$1,615
$1,444
$1,434
 $1,546
$1,552
New Accounting Pronouncements
Please read Note 2 to the Consolidated Financial Statements, "Accounting Policies – New Accounting Pronouncements," for new accounting pronouncements information.

Insperity | 2019 SecondThird Quarter Form 10-Q20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations
Key Operating Metrics
We monitor certain key metrics to measure our performance, including:
WSEE
Adjusted EBITDA
Adjusted EPS
Our growth in the number of WSEEs paid is affected by three primary sources: new client sales, client retention and the net change in existing clients through WSEE new hires and layoffs.
During the secondthird quarter of 2019 (“Q2Q3 2019”), the number of WSEEs paid from new client sales increaseddecreased over the secondthird quarter of 2018 (“Q2Q3 2018”) due. During Q3 2018, we onboarded our largest client which impacts the Q3 2019 comparison. Net gains in our client base improved slightly during Q3 2019 compared to an 11.1% increase in the number of Business Performance Advisors. Additionally,Q3 2018 and client retention remained at high levels with a retention rateaveraged just above 99% in both periods. Net gains in our client base during Q2 2019 declined compared to Q2 2018 due to less hiring of full-time and seasonal employees.
During the first sixnine months of 2019 (“YTD 2019”), the number of WSEEs paid from new client sales increaseddecreased slightly over the first sixnine months of 2018 (“YTD 2018”) due to a 9.9% increase in. During YTD 2018, we onboarded our largest client which impacts the number of Business Performance Advisors. Additionally, client retention remained consistent compared to YTD 2018.2019 comparison. Net gains in our client base also declined compared to YTD 2018 due to less hiring of full-time and seasonal employees. Client retention remained consistent compared to YTD 2018.
Average WSEEs Paid and
Year-over-Year Growth Percentage
chart-1bc9e0b78c36b0a42d3.jpgchart-3d370882803238bade3.jpg  chart-be9a964969ba0c91291.jpgchart-cf64317b334b8394522.jpg

Insperity | 2019 SecondThird Quarter Form 10-Q21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Adjusted EBITDA and
Year-over-Year Growth Percentage
(in thousands)

chart-570f4bee62dc1b3c99c.jpgchart-a0b746537624420f51d.jpg  chart-e03131c0971b682eba6.jpgchart-580293e01390b9a647e.jpg
Adjusted EPS and
Year-over-Year Growth Percentage
(amounts per share)

chart-ad2a22d867c7d221e0b.jpgchart-36352cb0af76645c0cf.jpg  chart-c612e909edf045e6790.jpgchart-0d4aa4074686b700bcb.jpg
Revenues
Our PEO HR Outsourcing solutions revenues are primarily derived from our gross billings, which are based on (1) the payroll cost of our WSEEs and (2) a markup computed as a percentage of the payroll cost.
Our revenues are primarily dependent on the number of clients enrolled, the resulting number of WSEEs paid each period and the number of WSEEs enrolled in our benefit plans. Because our total markup is computed as a percentage of payroll cost, certain revenues are also affected by the payroll cost of WSEEs, which may fluctuate based on the composition of the WSEE base, inflationary effects on wage levels and differences in the local economies of our markets.

Insperity | 2019 SecondThird Quarter Form 10-Q22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenue and
Year-over-Year Growth Percentage
(in thousands)
chart-0baa1ef7e611ad8e6d3.jpgchart-8ed18cdd9dcd4e5086e.jpg  chart-92aba4b151b4e9177e2.jpgchart-09161f594f53bdaa488.jpg
SecondThird Quarter 2019 Compared to SecondThird Quarter 2018
Our revenues for Q2Q3 2019 were $1.0 billion, an increase of 13.1%12.8%, primarily due to the following:
Average WSEEs paid increased 13.8%12.0%.
Revenues per WSEE per month decreased 0.5%increased 0.7%, or $8 on lower WSEE medical participation.$10.
First SixNine Months 2019 Compared to First SixNine Months 2018
Our revenues for YTD 2019 were $2.2$3.2 billion, an increase of 13.4%13.2%, primarily due to the following:
Average WSEEs paid increased 14.5%13.6%.
Revenues per WSEE per month decreased 0.9%0.4%, or $15$6 on lower WSEE medical participation.

Insperity | 2019 SecondThird Quarter Form 10-Q23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We provide our PEO HR Outsourcing solutions to small and medium-sized businesses in strategically selected markets throughout the United States. Our PEO HR Outsourcing solutions revenue distribution by region follows:
PEO HR Outsourcing Solutions Revenue by Region
(in thousands)
chart-7ce430049e3b4e4e352.jpgchart-b2d55e86b379952ebd0.jpg   chart-7561300fb28f7e5cde9.jpgchart-1396a68e851dcf2152a.jpg

The percentage of total PEO HR Outsourcing solutions revenue in our significant markets includes the following:
Significant Markets
chart-c2f4255b962f16c1597.jpgchart-16ae50f8157582fbf75.jpg   chart-42487aba3a5330adb84.jpgchart-8056704d73cfce05456.jpg
Gross Profit
In determining the pricing of the markup component of our gross billings, we take into consideration our estimates of the costs directly associated with our WSEEs, including payroll taxes, benefits and workers’ compensation costs, plus an acceptable gross profit margin. As a result, our operating results are significantly impacted by our ability to accurately estimate, control and manage our direct costs relative to the revenues derived from the markup component of our gross billings.
Our gross profit per WSEE is primarily determined by our ability to accurately estimate and control direct costs and our ability to incorporate changes in these costs into the gross billings charged to PEO HR Outsourcing solutions

Insperity | 2019 SecondThird Quarter Form 10-Q24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

clients, which are subject to pricing arrangements that are typically renewed annually. We use gross profit per WSEE per month as our principal measurement of relative performance at the gross profit level.
Gross Profit and
Year-over-Year Growth Percentage
(in thousands)
chart-c9f914e81c64bfc7f3c.jpgchart-3d137a8d53d746974b9.jpg  chart-ba9bca6e16a585ac01b.jpgchart-043023643a148ad5c21.jpg
Gross Profit per WSEE per Month and
Year-over-Year Growth Percentage
chart-ad47fe6d9070bd6afc5.jpgchart-6e19151fd321e7f7e2f.jpg  chart-f8de29869a0e8ab7b69.jpgchart-794bf7aaa024bfe19a5.jpg
SecondThird Quarter 2019 Compared to SecondThird Quarter 2018
Gross profit for Q2Q3 2019 increased 12.4%2.7% to $173.7$170.5 million compared to $154.5$166.1 million in Q2Q3 2018. Gross profit per WSEE per month for Q2Q3 2019 decreased $3$21 to $250$236 compared to $253$257 in Q2Q3 2018.
Our pricing objectives attempt to achieve a level of revenue per WSEE that matches or exceeds changes in primary direct costs and operating expenses. Our revenues and direct costs per WSEE per month decreased $8increased $10 and $5, respectively, due primarily to lower benefit participation in Q2 2019.$31, respectively. The net decreaseincrease in costs between Q2Q3 2019 and Q2Q3 2018 dueattributable to the changes in cost estimates for benefits and workers’ compensation totaled $5.1$2.6 million as discussed below. The primary direct cost components changed as follows:
Benefits costs
The cost of group health insurance and related employee benefits was flat on aincreased $33 per WSEE per month basis, due in part to the decrease in medical participation noted below, butand increased 3.1%6.0% on a cost per covered employee basis due in partprimarily to an increase ina second consecutive quarter of large claim activity during the period.

Insperity | 2019 SecondThird Quarter Form 10-Q25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

claim activity. These Q3 2019 large claims were incurred by a small number of plan participants and were largely unrelated to the Q2 2019 large claim claimants.
The percentage of WSEEs covered under our health insurance plans was 66.6%66.0% in Q2Q3 2019 compared to 68.6%66.7% in Q2 2018 due in part to a large client added in the third quarter of 2018 not covered under our medical plan.Q3 2018.
ChangesReported results include changes in estimated claims run-off related to prior periods was a chargean increase in costs of $7.3$7.0 million, or $10 per WSEE per month, in Q2Q3 2019 compared to a chargedecrease in costs of $6.8$0.7 million, or $11$1 per WSEE per month, in Q2Q3 2018.
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
Our continued discipline around our client selection, safety and claims management contributed to the decrease in our cost per WSEE and, as a result, has allowed for claims within our policy periods to be closed out at amounts below our original cost estimates.
Workers’ compensation costs decreased 18.3%9.6%, or $9$7 on a per WSEE per month basis, in Q2Q3 2019 compared to Q2Q3 2018.
As a percentage of non-bonus payroll cost, workers’ compensation costs in Q2Q3 2019 were 0.34%0.43% compared to 0.48%0.55% in Q2Q3 2018.
As a result of closing out claims at lower than expected costs, we recorded a reduction in workers’ compensation costs of $11.8$7.5 million, or 0.24%0.15% of non-bonus payroll costs, in Q2Q3 2019 compared to a reduction of $6.2$2.4 million, or 0.14%0.05% of non-bonus payroll costs, in Q2Q3 2018.
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 14.6%13.7% on a 15.2%12.8% increase in payroll costs, or $4$7 per WSEE per month.
Payroll taxes as a percentage of payroll costs were 6.9%6.2% in both Q2Q3 2019 and Q2Q3 2018.
First SixNine Months 2019 Compared to First SixNine Months 2018
Gross profit for YTD 2019 increased 13.0%9.7% to $400.5$571.0 million compared to $354.3$520.3 million in YTD 2018. Gross profit per WSEE per month for YTD 2019 decreased $3$10 to $292$272 compared to $295$282 in YTD 2018.
Our pricing objectives attempt to achieve a level of revenue per WSEE that matches or exceeds changes in primary direct costs and operating expenses. Our revenues per WSEE per month decreased $6 due primarily to lower benefit participation in YTD 2019 and direct costs per WSEE per month decreased $15 and $12, respectively, due primarily to lower benefit participationincreased $4 in YTD 2019. The net decrease in costs between YTD 2019 and YTD 2018 dueattributable to the changes in cost estimates for benefits and workers’ compensation totaled $2.7$8.4 million as discussed below. The primary direct cost components changed as follows:
Benefits costs
The cost of group health insurance and related employee benefits decreased $2increased $10 per WSEE per month due in part to the decrease in medical participation noted below, butand increased 2.9%4.0% on a cost per covered employee basis due in partprimarily to an increase intwo consecutive quarters of large claim activity duringactivity. These 2019 large claims were incurred by a small number of plan participants and were largely unrelated to the period.same large claim claimants.
The percentage of WSEEs covered under our health insurance plans was 67.0%66.6% in YTD 2019 compared to 69.1%68.3% in YTD 2018 due in part to a large client added in the third quarter of 2018 not covered under our medical plan.
Changes
Insperity | 2019 Third Quarter Form 10-Q26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reported results include changes in estimated claims run-off related to prior periods was a chargean increase in costs of $3.5$2.9 million, or $3$2 per WSEE per month, in YTD 2019 compared to a reductiondecrease in costs of $1.9$1.3 million, or $2$1 per WSEE per month, in YTD 2018.
Please read Note 2 to the Consolidated Financial Statements, “Accounting Policies – Health Insurance Costs,” for a discussion of our accounting for health insurance costs.

Insperity | 2019 Second Quarter Form 10-Q26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Workers’ compensation costs
Our continued discipline around our client selection, safety and claims management contributed to the decrease in our cost per WSEE and, as a result, has allowed for claims within our policy periods to be closed out at amounts below our original cost estimates.
Workers’ compensation costs decreased 10.4%10.1%, or $7 on a per WSEE per month basis, in YTD 2019 compared to YTD 2018.
As a percentage of non-bonus payroll cost, workers’ compensation costs in YTD 2019 were 0.38%0.40% compared to 0.49%0.51% in YTD 2018.
As a result of closing out claims at lower than expected costs, we recorded a reduction in workers’ compensation costs of $19.0$26.0 million, or 0.20%0.18% of non-bonus payroll costs, in YTD 2019 compared to a reduction of $10.9$13.4 million, or 0.13%0.10% of non-bonus payroll costs, in YTD 2018.
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%14.1% on a 15.9%14.9% increase in payroll costs, but decreased $1 on aor $2 per WSEE per month basis.month.
Payroll taxes as a percentage of payroll costs were 7.5%7.1% in both YTD 2019 compared to 7.6% inand YTD 2018.
Operating Expenses
Our operating expenses are comprised of the following:
Salaries, wages and payroll taxes — Salaries, wages and payroll taxes (“Salaries”) are primarily a function of the number of corporate employees, their associated average pay and any additional incentive compensation.
Stock-based compensation — Our stock-based compensation relates to the recognition of non-cash compensation expense over the vesting period of restricted stock and long-term incentive plan awards.
Commissions — Commissions expense consists primarily of amounts paid to sales managers and business performance advisors (“BPAs”) as well as channel referral fees. Commissions are based on new accounts sold and a percentage of revenue generated by such personnel.
Advertising — Advertising expense primarily consists of media advertising and other business promotions in our current and anticipated sales markets.
General and administrative expenses — Our general and administrative expenses primarily include:
rent expenses related to our service centers and sales offices
outside professional service fees related to legal, consulting and accounting services
administrative costs, such as postage, printing and supplies
employee travel and training expenses
technology and facility repairs and maintenance costs

Insperity | 2019 Third Quarter Form 10-Q27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Depreciation and amortization — Depreciation and amortization expense is primarily a function of our capital investments in corporate facilities, service centers, sales offices and technology infrastructure.

Insperity | 2019 Second Quarter Form 10-Q27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SecondThird Quarter 2019 Compared to SecondThird Quarter 2018
Three Months Ended June 30,Three Months Ended September 30,
$ WSEE$ WSEE
(in thousands, except per WSEE)20192018% Change 20192018% Change20192018% Change 20192018% Change
          
Salaries$74,696
$68,748
8.7% $107
$112
(4.5)%$79,264
$70,552
12.3% $110
$109
0.9%
Stock-based compensation8,256
5,752
43.5% 11
10
10.0 %6,517
5,769
13.0% 9
9

Commissions7,741
6,979
10.9% 11
11

8,034
6,818
17.8% 11
11

Advertising7,548
6,585
14.6% 11
11

4,895
3,846
27.3% 7
6
16.7%
General and administrative29,866
27,419
8.9% 43
45
(4.4)%29,773
25,294
17.7% 41
39
5.1%
Depreciation and amortization6,908
5,480
26.1% 11
9
22.2 %7,330
5,642
29.9% 10
9
11.1%
Total operating expenses$135,015
$120,963
11.6% $194
$198
(2.0)%$135,813
$117,921
15.2% $188
$183
2.7%
Operating expenses for Q2Q3 2019 increased 11.6%15.2% to $135.0$135.8 million compared to $121.0$117.9 million in Q2Q3 2018. Operating expenses per WSEE per month for Q2Q3 2019 decreasedincreased 2.0%2.7% to $194188 compared to $198183 in Q2Q3 2018.
Salaries of corporate and sales staff for Q2Q3 2019 increased 8.7%12.3% to $74.7$79.3 million, but decreased $5or $1 per WSEE per month, basis, compared to Q2Q3 2018. This increase was primarily due to a 12%12.2% increase in corporate headcount which was partially offset by lower incentive compensation expense in Q2Q3 2019 compared to Q2Q3 2018.
Stock based compensation expense for Q2Q3 2019 increased 43.5%13.0% to $8.3$6.5 million, or $1but remained flat on a per WSEE per month basis, compared to Q2Q3 2018. The increase was primarily due to awards issued under our restricted stock and Long-Term Incentive Program.plan.
Commissions expense for Q2Q3 2019 increased 10.9%17.8% to $7.7$8.0 million, but remained flat on a per WSEE per month basis, compared to Q2Q3 2018. The increase was primarily due to commissions associated with growth in our PEO HR Outsourcing solutions, including an increase in the amount of sales channel referral fees paid during 2019.
Advertising expense for Q2Q3 2019 increased 14.6%27.3% to $7.5$4.9 million, but remained flat on aor $1 per WSEE per month, basis, compared to Q2Q3 2018. The increase was primarily due to an increase in television advertising and promotions.
General and administrative expenses for Q2Q3 2019 increased 8.9%17.7% to $29.9 million, but decreased $2 on a per WSEE per month basis, compared to Q2 2018. The increase was primarily due to increased travel and training expenses associated with the increase in BPAs and technology maintenance costs.
Depreciation and amortization expense for Q2 2019 increased 26.1% to $6.9$29.8 million, or $2 per WSEE per month, compared to Q2Q3 2018. The increase was primarily due to increased technology licensing costs and professional services.
Depreciation and amortization expense for Q3 2019 increased 29.9% to $7.3 million, or $1 per WSEE per month, compared to Q3 2018. The increase was primarily due to increased capital expenditures related to software development costs and sales office expansions.

Insperity | 2019 SecondThird Quarter Form 10-Q28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First SixNine Months 2019 Compared to First SixNine Months 2018
Six Months Ended June 30,Nine Months Ended September 30,
$ WSEE$ WSEE
(in thousands, except per WSEE)20192018% Change 20192018% Change20192018% Change 20192018% Change
          
Salaries$158,076
$155,934
1.4% $115
$130
(11.5)%$237,340
$226,486
4.8% $113
$123
(8.1)%
Stock-based compensation14,296
8,887
60.9% 10
7
42.9 %20,813
14,656
42.0% 10
8
25.0 %
Commissions14,693
13,045
12.6% 11
11

22,727
19,863
14.4% 11
11

Advertising12,579
10,150
23.9% 9
9

17,474
13,996
24.8% 8
8

General and administrative63,028
57,271
10.1% 45
48
(6.3)%92,801
82,565
12.4% 45
44
2.3 %
Depreciation and amortization13,599
10,693
27.2% 11
9
22.2 %20,929
16,335
28.1% 10
9
11.1 %
Total operating expenses$276,271
$255,980
7.9% $201
$214
(6.1)%$412,084
$373,901
10.2% $197
$203
(3.0)%
Operating expenses for YTD 2019 increased 7.9%10.2% to $276.3$412.1 million compared to $256.0$373.9 million in YTD 2018. Operating expenses per WSEE per month for YTD 2019 decreased 6.1%3.0% to $201$197 compared to $214$203 in YTD 2018.
Salaries of corporate and sales staff for YTD 2019 increased 1.4%4.8% to $158.1$237.3 million, but decreased $15$10 on a per WSEE per month basis, compared to YTD 2018. This increase was primarily due to an 11.7%11.9% increase in corporate headcount, partially offset by the non-recurrence of a $9.3 million one-time tax reform bonus paid in the first quarter of 2018 (“Q1 2018”) and lower incentive compensation expense in YTD 2019 compared to YTD 2018.
Stock based compensation expense for YTD 2019 increased 60.9%42.0% to $14.3$20.8 million or $3$2 per WSEE per month, compared to YTD 2018. The increase was primarily due to the acceleration of restricted stock awards and associated expense into the fourth quarter of 2017 that were originally scheduled to vest in Q1 2018.
Commissions expense for YTD 2019 increased 12.6%14.4% to $14.7$22.7 million, but remained flat on a per WSEE per month basis, compared to YTD 2018. The increase was primarily due to commissions associated with growth in our PEO HR Outsourcing solutions, including an increase in the amount of sales channel referral fees paid during 2019.
Advertising expense for YTD 2019 increased 23.9%24.8% to $12.6$17.5 million, but remained flat on a per WSEE per month basis, compared to YTD 2018. The increase was primarily due to an increase in television and advertising promotions.
General and administrative expenses for YTD 2019 increased 10.1%12.4% to $63.0$92.8 million, but decreased $3 on aor $1 per WSEE per month, basis, compared to YTD 2018. The increase was primarily due to increased travel and training expenses associated with the increase in BPAs and technology maintenancelicensing costs.
Depreciation and amortization expense for YTD 2019 increased 27.2%28.1% to $13.6$20.9 million, or $2$1 per WSEE per month, compared to YTD 2018. The increase was primarily due to increased capital expenditures related to software development costs and sales office expansions.
Other Income (Expense)
Other income, net for Q2Q3 2019 increaseddecreased to $1.20.5 million compared to $0.70.9 million in Q2Q3 2018, and for YTD 2019 increased to $2.7$3.2 million compared to $1.1$1.9 million in YTD 2018, primarily due to increased interest earned on our marketable security investments.securities investments, partially offset by increased interest expense related to the higher outstanding balance on our credit facility. Please read
Income Tax Expense
 Three Months Ended June 30, Six Months Ended June 30,
 20192018 20192018
      
Effective income tax rate28.4%28.4% 17.4%25.0%
Note 5 to the Consolidated Financial Statements, “Long-Term Debt,” for additional information.

Insperity | 2019 SecondThird Quarter Form 10-Q29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Tax Expense
 Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
 20192018 20192018
      
Effective income tax rate26.5%26.1% 19.4%25.3%
For the three months ended JuneSeptember 30, 2019, our provision for income taxes differed from the U.S. statutory rate of 21% primarily due to state income taxes and non-deductible expenses.
For the sixnine months ended JuneSeptember 30, 2019, our provision for income taxes differed from the U.S. statutory rate primarily due to state income taxes, non-deductible expenses and vesting of restricted and long-term incentive stock awards. During the first sixnine months of 2019 and 2018, we recognized an income tax benefit of $14.5 million and $3.7 million, respectively, related to the vesting of long-term incentive in both periods and restricted stock awards.

Insperity | 2019 Third Quarter Form 10-Q30

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Financial Measures
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. 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 tables below.
Non-GAAP MeasureDefinitionBenefit of Non-GAAP Measure
Non-bonus payroll cost
Non-bonus payroll cost is a non-GAAP financial measure that excludes the impact of bonus payrolls paid to our WSEEs.

Bonus payroll cost varies from period to period, but has no direct impact to our ultimate workers’ compensation costs under the current program.
Our management refers to non-bonus payroll cost in analyzing, reporting and forecasting our workers’ compensation costs.

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.
Adjusted cash, cash equivalents and marketable securities
Excludes funds associated with:
•  federal and state income tax withholdings,
•  employment taxes,
•  other payroll deductions, and
•  client prepayments.
We believe that the exclusion of the identified items helps us reflect the fundamentals of our underlying business model and analyze results against our expectations, against prior period,periods, and to plan for future periods by focusing on our underlying operations. We believe that the adjusted results provide relevant and useful information for investors because they allow investors to view performance in a manner similar to the method used by management and improves their ability to understand and assess our operating performance. Adjusted EBITDA is used by our lenders to assess our leverage and ability to make interest payments.
  
Adjusted operating expense
Represents operating expenses excluding the impact of the following:
•  costs associated with a one-time tax reform bonus paid to corporate employees.
  
EBITDA
Represents net income computed in accordance with GAAP, plus:
•  interest expense,
•  income tax expense, and
•  depreciation and amortization expense.
  
Adjusted EBITDA
Represents EBITDA plus:
•  non-cash stock based compensation, and
•  costs associated with a one-time tax reform bonus paid to corporate employees.
  
Adjusted Net Income
Represents net income computed in accordance with GAAP, excluding:
•  non-cash stock based compensation, and
•  costs associated with a one-time tax reform bonus paid to corporate employees.
  
Adjusted EPS
Represents diluted net income per share computed in accordance with GAAP, excluding:
•  non-cash stock based compensation, and
•  costs associated with a one-time tax reform bonus paid to corporate employees.

Insperity | 2019 SecondThird Quarter Form 10-Q3031

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is a reconciliation of payroll cost (GAAP) to non-bonus payroll costs (non-GAAP):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per WSEE per month)2019 2018 2019 20182019 2018 2019 2018
$WSEE $WSEE $WSEE $WSEE$WSEE $WSEE $WSEE $WSEE
              
Payroll cost$5,333,698
$7,663
 $4,628,047
$7,564
 $11,052,358
$8,052
 $9,537,031
$7,955
$5,512,477
$7,626
 $4,885,653
$7,573
 $16,564,835
$7,905
 $14,422,684
$7,821
Less: Bonus payroll cost451,828
649
 372,225
608
 1,442,406
1,051
 1,203,086
1,003
408,931
566
 434,942
674
 1,851,338
884
 1,638,028
888
Non-bonus payroll cost$4,881,870
$7,014
 $4,255,822
$6,956
 $9,609,952
$7,001
 $8,333,945
$6,952
$5,103,546
$7,060
 $4,450,711
$6,899
 $14,713,497
$7,021
 $12,784,656
$6,933
% Change period over period14.7%0.8% 16.9%3.4% 15.3%0.7% 16.4%3.3%14.7%2.3% 17.4%1.9% 15.1%1.3% 16.8%2.8%
Following is a reconciliation of cash, cash equivalents and marketable securities (GAAP) to adjusted cash, cash equivalents and marketable securities (non-GAAP):
(in thousands)June 30, 2019
 December 31, 2018
September 30, 2019
 December 31, 2018
      
Cash, cash equivalents and marketable securities$386,055
 $387,554
$304,319
 $387,554
Less:      
Amounts payable for withheld federal and state income taxes, employment taxes and other payroll deductions218,037
 224,487
153,761
 224,487
Client prepayments37,357
 34,177
19,699
 34,177
Adjusted cash, cash equivalents and marketable securities$130,661
 $128,890
$130,859
 $128,890
Following is a reconciliation of operating expenses (GAAP) to adjusted operating expenses (non-GAAP) in thousands, except per WSEE per month:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per WSEE per month)2019 2018 2019 20182019 2018 2019 2018
$WSEE $WSEE $WSEE $WSEE$WSEE $WSEE $WSEE $WSEE
              
Operating expenses$135,015
$194
 $120,963
$198
 $276,271
$201
 $255,980
$214
$135,813
$188
 $117,921
$183
 $412,084
$197
 $373,901
$203
Less:              
One-time tax reform bonus

 

 

 9,306
8


 

 

 9,306
5
Adjusted operating expenses$135,015
$194
 $120,963
$198
 $276,271
$201
 $246,674
$206
$135,813
$188
 $117,921
$183
 $412,084
$197
 $364,595
$198
% Change period over period11.6%(2.0)% 12.4%(0.5)% 12.0%(2.4)% 15.6%2.5%15.2%2.7% 8.2%(6.2)% 13.0%(0.5)% 13.1%

Insperity | 2019 SecondThird Quarter Form 10-Q3132

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per WSEE per month)2019 2018 2019 20182019 2018 2019 2018
$WSEE $WSEE $WSEE $WSEE$WSEE $WSEE $WSEE $WSEE
              
Net income$28,556
$41
 $24,560
$40
 $104,845
$76
 $74,551
$62
$25,859
$36
 $36,207
$56
 $130,704
$62
 $110,758
$60
Income tax expense11,327
16
 9,720
16
 22,063
16
 24,818
21
9,326
13
 12,780
20
 31,389
15
 37,598
20
Interest expense1,639
2
 1,108
2
 3,320
2
 2,178
2
2,122
3
 1,174
2
 5,442
3
 3,352
2
Depreciation and amortization6,908
11
 5,480
9
 13,599
11
 10,693
9
7,330
10
 5,642
8
 20,929
10
 16,335
9
EBITDA48,430
70
 40,868
67
 143,827
105
 112,240
94
44,637
62
 55,803
86
 188,464
90
 168,043
91
Stock-based compensation8,256
11
 5,752
9
 14,296
10
 8,887
7
6,517
9
 5,769
9
 20,813
10
 14,656
8
One-time tax reform bonus

 

 

 9,306
8


 

 

 9,306
5
Adjusted EBITDA$56,686
$81
 $46,620
$76
 $158,123
$115
 $130,433
$109
$51,154
$71
 $61,572
$95
 $209,277
$100
 $192,005
$104
% Change period over period21.6%6.6% 39.9%22.6% 21.2%5.5% 35.8%21.1%(16.9)%(25.3)% 42.8%23.4% 9.0%(3.8)% 38.0%20.9%
Following reconciliation of net income (GAAP) to adjusted net income (non-GAAP):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)20192018 2019201820192018 20192018
      
Net income$28,556
$24,560
 $104,845
$74,551
$25,859
$36,207
 $130,704
$110,758
Non-GAAP adjustments:      
Stock-based compensation8,256
5,752
 14,296
8,887
6,517
5,769
 20,813
14,656
One-time tax reform bonus

 
9,306


 
9,306
Total non-GAAP adjustments8,256
5,752
 14,296
18,193
6,517
5,769
 20,813
23,962
Tax effect(2,345)(1,631) (3,090)(4,517)(1,728)(1,505) (4,818)(6,022)
Adjusted net income$34,467
$28,681
 $116,051
$88,227
$30,648
$40,471
 $146,699
$128,698
% Change period over period20.2%66.0% 31.5%57.8%(24.3)%68.1% 14.0%60.9%
Following is a reconciliation of diluted EPS (GAAP) to adjusted EPS (non-GAAP):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(amounts per share)20192018 2019201820192018 20192018
      
Diluted EPS$0.69
$0.58
 $2.54
$1.77
$0.63
$0.86
 $3.18
$2.63
Non-GAAP adjustments:      
Stock-based compensation0.20
0.14
 0.35
0.21
0.16
0.14
 0.51
0.35
One-time tax reform bonus

 
0.22


 
0.22
Total non-GAAP adjustments0.20
0.14
 0.35
0.43
0.16
0.14
 0.51
0.57
Tax effect(0.06)(0.04) (0.08)(0.11)(0.04)(0.04) (0.12)(0.14)
Adjusted EPS$0.83
$0.68
 $2.81
$2.09
$0.75
$0.96
 $3.57
$3.06
% Change period over period22.1%65.9% 34.4%57.1%(21.9)%68.4% 16.7%61.1%

Insperity | 2019 Third Quarter Form 10-Q33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, stock repurchase, potential acquisitions, debt service requirements and other operating cash needs. To meet short-term liquidity requirements, which are primarily the payment of direct costs and operating

Insperity | 2019 Second Quarter Form 10-Q32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

expenses, we rely primarily on cash from operations. Longer-term projects, large stock repurchases 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 $386.1304.3 million in cash, cash equivalents and marketable securities at JuneSeptember 30, 2019, of which approximately $218.0153.8 million was payable in early JulyOctober 2019 for withheld federal and state income taxes, employment taxes and other payroll deductions, and approximately $37.419.7 million were client prepayments that were payable in JulyOctober 2019. During the first nine months of 2019, we received $16.7 million for the return of excess claim funds related to the workers’ compensation program, which resulted in an increase in working capital. At JuneSeptember 30, 2019, we had working capital of $149.3132.5 million compared to $94.2 million at December 31, 2018. We currently believe that our cash on hand, marketable securities, cash flows from operations and availability under our revolving credit facility will be adequate to meet our liquidity requirements for the remainder of 2019. We intend to 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 $350500 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 stock repurchases. As of JuneSeptember 30, 2019, we had an outstanding letter of credit and borrowings totaling $170.4$240.4 million under the Facility. Please read Note 5 to the Consolidated Financial Statements, “Long-Term Debt,” for additional information.
Cash Flows from Operating Activities
Net cash provided by operating activities in the first sixnine months of 2019 was $72.447.1 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 taxes – 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 WSEE 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 WSEEs 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 JuneSeptember 30, 2019, the last business day of the reporting period was a FridayMonday, client prepayments were $37.419.7 million and employment taxes and other deductions were $218.0$153.8 million. In the period ended June 30,December 31, 2018, the last business day of the reporting period was also a Friday,Monday, client prepayments were $14.0$34.2 million and employment taxes and other deductions were $191.9$224.5 million.
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 JuneSeptember 30, 2019, premiums owed and cash funded to United have exceeded the costs of the United plan, resulting in an $16.4$17.4 million surplus, $7.4$8.4 million of which is reflected as a current asset, and $9.0 million of which is reflected as a long-term asset on our Condensed Consolidated Balance Sheets. The premiums, including an additional quarterly premium, owed to United at JuneSeptember 30, 2019, were $15.0$27.6 million, which is included in accrued health insurance costs, a current liability, on our Condensed Consolidated Balance Sheets.
Operating results – Our net income has a significant impact on our operating cash flows. Our adjusted net income increased 31.5%14.0% to $116.1$146.7 million in the first sixnine months ended JuneSeptember 30, 2019, compared to $88.2$128.7 million in the first sixnine months ended JuneSeptember 30, 2018. Please read “Results of Operations – First SixNine Months Ended JuneSeptember 30, 2019 Compared to First SixNine Months Ended JuneSeptember 30, 2018.”

Insperity | 2019 Third Quarter Form 10-Q34

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cash Flows from Investing Activities
Net cash flows used in investing activities were $17.235.6 million for the sixnine months ended JuneSeptember 30, 2019, primarily due to property and equipment purchases of $17.2$36.0 million.
Cash Flows from Financing Activities
Net cash flows used in financing activities were $34.8$88.2 million for the sixnine months ended JuneSeptember 30, 2019. We repurchased or withheld $38.8$153.7 million in stock, paid $24.7$36.8 million in dividends and borrowed $25.0$95.0 million on our revolving line of credit for general corporate purposes.

Insperity | 2019 SecondThird Quarter Form 10-Q3335

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES

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, our available-for-sale marketable securities and our borrowings under our Facility, which bears interest at a variable market rate. As of JuneSeptember 30, 2019, we had outstanding letters of credit and borrowings totaling $170.4$240.4 million under the Facility. Please read Note 5 to the Consolidated Financial Statements, “Long-Term Debt,” 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. Our 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 term and intermediate term debt securities, which are primarily pre-funded municipal bonds that are secured by escrow funds containing U.S. Government Securities.
Item 4. Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of JuneSeptember 30, 2019.
There has been no change in our internal controls over financial reporting that occurred during the three months ended JuneSeptember 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


Insperity | 2019 SecondThird Quarter Form 10-Q3436

OTHER INFORMATION

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 Exchange Act). 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:
adverse economic conditions;
regulatory and tax developments and possible adverse application of various federal, state and local regulations;
the ability to secure competitive replacement contracts for health insurance and workers’ compensation insurance at expiration of current contracts;
cancellation of client contracts on short notice, or the inability to renew client contracts or attract new clients;
vulnerability to regional economic factors because of our geographic market concentration;
increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims;
failure to manage growth of our operations and the effectiveness of our sales and marketing efforts;
the impact of the competitive environment and other developments in the human resources services industry, including the PEO industry, on our growth and/or profitability;
our liability for worksite employee payroll, payroll taxes and benefits costs;
our liability for disclosure of sensitive or private information;
our ability to integrate or realize expected returns on our acquisitions;
failure of our information technology systems;
an adverse final judgment or settlement of claims against Insperity; and
disruptions to our business resulting from the actions of certain stockholders.

Insperity | 2019 SecondThird Quarter Form 10-Q3537

OTHER INFORMATION

These factors are discussed in further detail in our Annual Report on Form 10-K for the year ended December 31, 2018 under “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, 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.
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.
In addition, please read the following together with “Risk Factors -- Changes in federal, state and local regulation or our inability to obtain licenses under new regulatory frameworks could have a material adverse effect on our results of operations or financial condition” under “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2018:
On April 19, 2019, the Internal Revenue Service released an advice memorandum from the Office of the Chief Counsel concerning the IRS’s interpretations of proposed regulations regarding the reporting of remuneration and associated payroll taxes related to WSEEs of Certified Professional Employer Organizations (CPEOs) who are also deemed self-employed owners of client companies for federal tax purposes. The memorandum advises that CPEOs should not report remuneration paid to such self-employed owners on Form W-2 or subject such remuneration to federal employment taxes. As an employer, we have historically reported remuneration and associated payroll taxes processed on Form W-2 for all WSEEs, including those who would be deemed self-employed owners of client companies. Accordingly, we are in the process of transitioning our reporting and payroll tax processing methods for self-employed owners to those described in the memorandum. Our failure to successfully make such a transition could have a material adverse impact on our business and operations, including our ability to attract and retain clients.
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 JuneSeptember 30, 2019 of equity securities that are registered by Insperity pursuant to Section 12 of the Exchange Act:
 
 
 
 
Period
Total Number of Shares Purchased(1)
Average Price Paid per Share
Total Number of Shares Purchased Under Announced Program(2)
Maximum Number of Shares Available for Purchase under Announced Program(2)
04/01/2019 – 04/30/2019
$

1,607,945
05/01/2019 – 05/31/201985,046
114.75
85,000
1,522,945
06/01/2019 – 06/30/2019


1,522,945
Total85,046
$114.75
85,000
 
 
 
 
 
Period
Total Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased Under Announced Program(1)
Maximum Number of Shares Available for Purchase under Announced Program(2)
07/01/2019 – 07/31/2019129,000
$106.32
129,000
1,393,945
08/01/2019 – 08/31/2019835,000
97.10
835,000
1,258,945
09/01/2019 – 09/30/2019202,000
99.41
202,000
1,056,945
Total1,166,000
$98.52
1,166,000
 
____________________________________
(1)
During the three months ended June 30, 2019, 46 shares of stock were withheld to satisfy tax-withholding obligations arising in conjunction with the vesting of restricted stock awards. 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.
(2) 
Our Board of Directors (the “Board”) has approved a program to repurchase shares of our outstanding common stock.stock, including an additional 700,000 shares authorized for repurchase in August 2019. As of JuneSeptember 30, 2019, we were authorized to repurchase an additional 1,522,9451,056,945 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.


Insperity | 2019 SecondThird Quarter Form 10-Q3638

OTHER INFORMATION

Item 6. Exhibits
Exhibit No Exhibit
10.1
31.1*
31.2*
32.1**
32.2**
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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.
104Cover Page Interactive Data File (embedded with the Inline XBRL document)
 ____________________________________ 
 *Filed with this report.
    
 **Furnished with this report.


Insperity | 2019 SecondThird Quarter Form 10-Q3739



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: July 29,November 4, 2019By:/s/ Douglas S. Sharp
  Douglas S. Sharp
  Senior Vice President of Finance,
  Chief Financial Officer and Treasurer
  (Principal Financial Officer)

Insperity | 2019 SecondThird Quarter Form 10-Q3840