Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TNET | ||
Entity Registrant Name | TRINET GROUP INC | ||
Entity Central Index Key | 937098 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 70,672,600 | ||
Entity Public Float | $537,714,485 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $134,341 | $94,356 |
Restricted cash | 14,543 | 15,267 |
Prepaid income taxes | 26,711 | 3,331 |
Deferred income taxes | 68 | |
Prepaid expenses | 9,336 | 7,849 |
Deferred loan costs and other current assets | 4,271 | 5,238 |
Worksite employee related assets | 1,635,136 | 772,437 |
Total current assets | 1,824,338 | 898,546 |
Workers compensation receivable | 31,905 | 25,381 |
Restricted cash and investments | 69,447 | 36,968 |
Property and equipment, net | 32,298 | 25,690 |
Goodwill | 288,857 | 288,857 |
Other intangible assets, net | 81,718 | 134,020 |
Deferred income taxes | 7,184 | 1,000 |
Deferred loan costs and other assets | 12,017 | 24,276 |
Total assets | 2,347,764 | 1,434,738 |
Current liabilities: | ||
Accounts payable | 12,273 | 7,315 |
Accrued corporate wages | 29,179 | 26,264 |
Deferred income taxes | 65,713 | 16,535 |
Current portion of notes payable and borrowings under capital leases | 20,738 | 6,669 |
Other current liabilities | 10,303 | 9,078 |
Worksite employee related liabilities | 1,630,555 | 767,624 |
Total current liabilities | 1,768,761 | 833,485 |
Notes payable and borrowings under capital leases, less current portion | 524,412 | 812,208 |
Workers compensation liabilities | 75,448 | 45,309 |
Deferred income taxes | 8,888 | |
Other liabilities | 4,902 | 5,210 |
Total liabilities | 2,373,523 | 1,705,100 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit: | ||
Preferred stock, $.000025 per share stated value; 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2014 and 2013 | ||
Common stock, $.000025 per share stated value; 750,000,000 shares authorized at December 31, 2014; 69,811,326 and 15,259,540 shares issued and outstanding at December 31, 2014 and 2013 | 442,682 | 74,160 |
Accumulated deficit | -468,127 | -467,209 |
Accumulated other comprehensive loss | -314 | -191 |
Total stockholders’ deficit | -25,759 | -393,240 |
Total liabilities and stockholders’ deficit | 2,347,764 | 1,434,738 |
Series G Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock value | 59,059 | |
Series H Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock value | $63,819 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, per share stated value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, per share stated value | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | |
Common stock, shares issued | 69,811,326 | 15,259,540 |
Common stock, shares outstanding | 69,811,326 | 15,259,540 |
Series G Convertible Preferred Stock | ||
Convertible preferred stock, per share stated value | $0.00 | $0.00 |
Convertible preferred stock, aggregate liquidation preference, amount | $59,306 | $59,306 |
Convertible preferred stock, shares authorized | 0 | 5,391,441 |
Convertible preferred stock, shares issued | 0 | 5,391,441 |
Convertible preferred stock, shares outstanding | 0 | 5,391,441 |
Series H Convertible Preferred Stock | ||
Convertible preferred stock, per share stated value | $0.00 | $0.00 |
Convertible preferred stock, aggregate liquidation preference, amount | $60,000 | $60,000 |
Convertible preferred stock, shares authorized | 0 | 4,124,986 |
Convertible preferred stock, shares issued | 0 | 4,124,986 |
Convertible preferred stock, shares outstanding | 0 | 4,124,986 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Professional service revenues | $342,074 | $272,372 | $148,233 |
Insurance service revenues | 1,851,457 | 1,371,903 | 870,828 |
Total revenues | 2,193,531 | 1,644,275 | 1,019,061 |
Costs and operating expenses: | |||
Insurance costs | 1,686,315 | 1,226,585 | 750,025 |
Cost of providing services (exclusive of depreciation and amortization of intangible assets) | 134,256 | 106,661 | 63,563 |
Sales and marketing | 139,997 | 109,183 | 59,931 |
General and administrative | 53,926 | 52,455 | 37,879 |
Systems development and programming costs | 26,101 | 19,948 | 16,718 |
Amortization of intangible assets | 52,302 | 51,369 | 17,441 |
Depreciation | 13,843 | 11,737 | 11,676 |
Total costs and operating expenses | 2,106,740 | 1,577,938 | 957,233 |
Operating income | 86,791 | 66,337 | 61,828 |
Other income (expense): | |||
Interest expense and bank fees | -54,193 | -45,724 | -9,709 |
Other, net | 478 | 471 | 57 |
Income (loss) before provision for (benefit from) income taxes | 33,076 | 21,084 | 52,176 |
Provision for (benefit from) income taxes | 17,579 | 7,937 | 20,344 |
Net income (loss) | $15,497 | $13,147 | $31,832 |
Net income (loss) per share: | |||
Basic | $0.24 | $0.26 | $0.66 |
Diluted | $0.22 | $0.24 | $0.63 |
Weighted average shares: | |||
Basic | 56,160,539 | 12,353,047 | 9,805,384 |
Diluted | 59,566,773 | 15,731,807 | 12,476,091 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $15,497 | $13,147 | $31,832 |
Other comprehensive income (loss), net of tax | |||
Unrealized gains (losses) on investments | -8 | -9 | 36 |
Unrealized gains (losses) on interest rate cap | 66 | -66 | |
Foreign currency translation adjustments | -115 | -53 | 5 |
Total other comprehensive income (loss), net of tax | -123 | 4 | -25 |
Comprehensive income | $15,374 | $13,151 | $31,807 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (USD $) | Total | Series G Preferred Stock | Series H Preferred Stock | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss |
In Thousands, except Share data | ||||||
Temporary Equity, Balance at Dec. 31, 2011 | $59,059 | $63,819 | ||||
Balance at Dec. 31, 2011 | -29,280 | 35,440 | -64,550 | -170 | ||
Temporary Equity, Balance, shares at Dec. 31, 2011 | 5,391,441 | 4,124,986 | ||||
Balance, shares at Dec. 31, 2011 | 8,398,712 | |||||
Net income | 31,832 | 31,832 | ||||
Other comprehensive loss | -25 | -25 | ||||
Issuance of common stock from vested restricted stock units, (in shares) | 75,992 | |||||
Issuance of common stock from exercise of stock options | 5,391 | 5,391 | ||||
Issuance of common stock from exercise of stock options, (in shares) | 2,858,784 | |||||
Repurchase of common stock | -2,683 | -2,683 | ||||
Repurchase of common stock, shares | -624,264 | |||||
Stock-based compensation expense | 4,360 | 4,360 | ||||
Excess tax benefit from equity incentive plan activity | 297 | 297 | ||||
Special dividend | -75,450 | -75,450 | ||||
Temporary Equity, Balance at Dec. 31, 2012 | 59,059 | 63,819 | ||||
Balance at Dec. 31, 2012 | -65,558 | 45,488 | -110,851 | -195 | ||
Temporary Equity, Balance, shares at Dec. 31, 2012 | 5,391,441 | 4,124,986 | ||||
Balance, shares at Dec. 31, 2012 | 10,709,224 | |||||
Net income | 13,147 | 13,147 | ||||
Other comprehensive loss | 4 | 4 | ||||
Issuance of common stock from vested restricted stock units, (in shares) | 36,512 | |||||
Issuance of common stock from exercise of stock options | 7,109 | 7,109 | ||||
Issuance of common stock from exercise of stock options, (in shares) | 5,730,544 | |||||
Repurchase of common stock | -11,985 | -11,985 | ||||
Repurchase of common stock, shares | -1,216,740 | |||||
Stock-based compensation expense | 5,953 | 5,953 | ||||
Excess tax benefit from equity incentive plan activity | 15,610 | 15,610 | ||||
Special dividend | -357,520 | -357,520 | ||||
Balance at Dec. 31, 2013 | -393,240 | 74,160 | -467,209 | -191 | ||
Balance, shares at Dec. 31, 2013 | 15,259,540 | |||||
Temporary Equity, Balance at Dec. 31, 2013 | 59,059 | 63,819 | ||||
Temporary Equity, Balance, shares at Dec. 31, 2013 | 5,391,441 | 4,124,986 | ||||
Net income | 15,497 | 15,497 | ||||
Other comprehensive loss | -123 | -123 | ||||
Issuance of common stock from vested restricted stock units, (in shares) | 4,250 | |||||
Issuance of common stock for employee stock purchase plan | 3,393 | 3,393 | ||||
Issuance of common stock for employee stock purchase plan (in shares) | 249,494 | |||||
Conversion of preferred stock | 122,878 | -59,059 | -63,819 | 122,878 | ||
Conversion of preferred stock (in shares) | -5,391,441 | -4,124,986 | 38,065,708 | |||
Issuance of common stock from exercise of stock options | 2,193 | 2,193 | ||||
Issuance of common stock from exercise of stock options, (in shares) | 1,712,278 | 1,712,278 | ||||
Issuance of common stock, net of initial public offering costs | 217,796 | 217,796 | ||||
Issuance of common stock, net of initial public offering costs (in shares) | 15,091,074 | |||||
Repurchase of common stock | -16,440 | -16,440 | ||||
Repurchase of common stock, shares | -490,419 | -571,018 | ||||
Stock-based compensation expense | 10,660 | 10,660 | ||||
Excess tax benefit from equity incentive plan activity | 9,663 | 9,663 | ||||
Excess tax benefit from initial public offering | 1,939 | 1,939 | ||||
Special dividend forfeited | 25 | 25 | ||||
Balance at Dec. 31, 2014 | ($25,759) | $442,682 | ($468,127) | ($314) | ||
Balance, shares at Dec. 31, 2014 | 69,811,326 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income | $15,497 | $13,147 | $31,832 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 84,403 | 73,838 | 31,196 |
Deferred income taxes | 43,842 | -6,680 | 7,658 |
Stock-based compensation | 10,660 | 6,113 | 4,360 |
Excess tax benefit from equity incentive plan activity | -9,663 | -15,610 | -297 |
Accretion of workers compensation and leases fair value adjustment | -1,090 | -1,427 | -1,371 |
Changes in operating assets and liabilities: | |||
Restricted cash | -6,880 | -6,118 | 6,738 |
Prepaid expenses and other current assets | -7,389 | -7,723 | -1,026 |
Workers compensation receivables | -5,413 | 9,876 | 3,776 |
Other assets | 8,004 | 4,052 | 753 |
Accounts payable | 5,212 | 976 | -150 |
Income tax payable/receivable | -21,448 | 6,394 | -6,273 |
Other current liabilities | 7,749 | 13,186 | 1,789 |
Other liabilities | 30,122 | 4,149 | 1,564 |
Worksite employee related assets | -862,699 | -304,265 | -75,598 |
Worksite employee related liabilities | 862,931 | 310,813 | 75,591 |
Net cash provided by operating activities | 153,838 | 100,721 | 80,542 |
Investing activities | |||
Acquisition of businesses | -194,998 | -225,817 | |
Purchase of debt securities | -24,875 | -7,750 | -28,497 |
Purchase of property and equipment | -20,552 | -10,690 | -9,658 |
Proceeds from sale and maturity of debt securities | 1,000 | 1,364 | |
Net cash used in investing activities | -45,427 | -212,438 | -262,608 |
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 217,796 | ||
Proceeds from issuance of common stock on exercised options | 2,193 | 7,109 | 5,391 |
Proceeds from issuance of common stock for employee stock purchase plan | 3,393 | ||
Excess tax benefit from equity incentive plan activity | 9,663 | 15,610 | 297 |
Borrowings under notes payable | 970,000 | 405,000 | |
Repayment of notes payable | -273,550 | -451,679 | -105,681 |
Payment of debt issuance costs | -11,060 | -25,697 | -14,001 |
Payments of special dividend | -357,582 | -75,353 | |
Repayments under capital leases | -306 | -778 | -825 |
Repurchase of common stock | -16,440 | -14,606 | -638 |
Net cash provided by (used in) financing activities | -68,311 | 142,377 | 214,190 |
Effect of exchange rate changes on cash and cash equivalents | -115 | -53 | 5 |
Net increase in cash and cash equivalents | 39,985 | 30,607 | 32,129 |
Cash and cash equivalents at beginning of period | 94,356 | 63,749 | 31,620 |
Cash and cash equivalents at end of period | 134,341 | 94,356 | 63,749 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 32,051 | 30,534 | 5,355 |
Cash paid for income taxes, net of refunds | -3,809 | 8,070 | 19,595 |
Supplemental schedule of noncash investing and financing activities | |||
Payable for purchase of property and equipment | $1,290 | $1,302 | $218 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Significant Accounting Policies | NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
Description of Business | |
TriNet Group, Inc. (the Company or TriNet), a Delaware corporation incorporated in January 2000, provides a comprehensive human resources solution for small to medium-sized businesses. The Company’s solution includes payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance. | |
The Company provides its services through co-employment relationships with its customers, under which the Company and its customers each take responsibility for certain portions of the employer-employee relationship for worksite employees, or WSEs. The Company is the employer of record for most administrative and regulatory purposes, including the following: (i) compensation through wages and salaries; (ii) employer payroll-related taxes payment; (iii) employee payroll-related taxes withholding and payment; (iv) employee benefit programs including health and life insurance, and others; and (v) workers compensation coverage. | |
Segment Information | |
The Company operates in one reportable segment in accordance with Accounting Standard Codification (ASC) Topic 280 – Segment Reporting. All of the Company’s service revenues are generated from external customers. Less than 1% of revenues are generated outside of the United States of America (U.S.). Substantially all of the Company’s long-lived assets are located in the U.S. | |
Basis of Presentation | |
The accompanying consolidated financial statements and footnotes thereto of the Company and its wholly owned subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All intercompany accounts and transactions have been eliminated in consolidation. | |
The accompanying consolidated balance sheets present the current assets and current liabilities directly related to the processing of human resources transactions as WSE-related assets and WSE-related liabilities, respectively. WSE-related assets comprise cash and investments restricted for current workers compensation claim payments, payroll funds collected, accounts receivable, unbilled service revenues, and refundable or prepaid amounts related to the Company-sponsored workers compensation and health plan programs. WSE-related liabilities comprise customer prepayments, wages and payroll taxes accrued and payable, and liabilities related to the Company-sponsored workers compensation and health plan programs resulting from workers compensation case reserves, premium amounts due to providers for enrolled employees, and workers compensation and health reserves that are expected to be disbursed within the next 12 months. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates include, but are not limited to, allowances for accounts receivable, workers compensation related assets and liabilities, health plan assets and liabilities, recoverability of goodwill and other intangible assets, income taxes, stock-based compensation and other contingent liabilities. Such estimates are based on historical experience and on various other assumptions that Company management believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |
Revenue Recognition | |
Professional service revenues represent service fees charged to clients for co-employment services, including processing payroll and employment tax withholding; payment to WSEs; and labor and benefit law compliance based on either a fixed fee per WSE per month or per transaction, or a percentage of WSEs’ payroll. Professional service revenues also include fees billed for other human resource-related services, such as talent acquisitions, performance management, and time and expense reporting services in accordance with separate written service agreements. Professional service revenues are recognized in the period the services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. | |
Insurance service revenues consist of insurance-related amounts and administrative fees collected from clients and withheld from WSEs for risk-based insurance plans provided through third-party insurance carriers, primarily employee health benefit insurance and workers compensation insurance. Insurance service revenues are recognized in the period amounts are due and collectibility is reasonably assured. | |
The professional service revenues and insurance service revenues are each considered separate units of accounting and the associated fees and insurance premiums are billed as such for the majority of the Company’s clients. For clients billed through a bundled invoice, the selling price of significant deliverables is determined based on the best estimate of the selling price. | |
The Company is not the primary obligor for payroll and payroll tax payments and, therefore, these payments are not reflected as either revenue or expense. The gross payroll and payroll tax payments made on behalf of the clients, combined, were $25.6 billion, $17.6 billion and $10.0 billion for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company records a liability relating to work performed by WSEs but unpaid at the end of each period in the period in which the WSEs perform work, along with the related receivable for the same period. The Company generally charges an upfront non-refundable set-up fee for which the performance of onboarding services is not a discrete earnings event, and therefore the revenue is recognized on a straight-line basis over the estimated average client tenure. | |
Insurance Costs | |
Insurance premiums paid to the insurance carriers for the health and workers compensation insurance coverage and the reimbursements paid to the insurance carriers for claim payments made to the WSEs within the insurance deductible layer are included in cost and operating expenses as insurance costs. | |
Workers Compensation Insurance Reserves | |
Workers compensation insurance reserves are established to provide for the estimated costs of paying claims within the deductible layer in accordance with workers compensation insurance policies. These reserves include estimates for reported losses, plus amounts for those claims incurred but not reported, and estimates of certain expenses associated with processing and settling the claims. In establishing the workers compensation insurance reserves, the Company uses an independent actuarial estimate of undiscounted future cash payments that would be made to settle the claims. | |
In estimating these reserves, the Company utilizes historical loss experience, exposure data, and actuarial judgment, together with a range of inputs which are primarily based upon the WSE job responsibilities, their location, the historical frequency and severity of workers compensation claims, and an estimate of future cost trends. All of these components could materially impact the reserves as reported in the consolidated financial statements. For each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the workers compensation claims cost estimates. Accordingly, final claim settlements may vary materially from the present estimates, particularly when those payments may not occur until well into the future. | |
The Company regularly reviews the adequacy of workers compensation insurance reserves. Adjustments to previously established reserves are reflected in the results of operations for the period in which the adjustment is identified. Such adjustments could possibly be significant, reflecting any variety of new and adverse or favorable trends. Any unexpected increases in the severity or frequency of claims could result in material adverse effects to the operating results. | |
The Company does not discount loss reserves accrued under these programs. Claim costs expected to be paid within one year are recorded as accrued workers compensation costs and included in short-term worksite employee related liabilities, while costs expected to be paid beyond one year are included in long-term liabilities on the consolidated balance sheets. | |
At policy inception, annual premiums are estimated based on projected wages over the duration of the policy period. As actual wages are realized, the amounts paid for premiums may differ from the estimates recorded by the Company, creating an asset or liability throughout the policy year. Such differences could have a material effect on the Company’s consolidated financial position and results of operations. | |
Health Benefits | |
Health benefits insurance reserves are established to provide for the estimated costs of reimbursing the carriers for paying claims within the deductible layer in accordance with health insurance policies. These reserves include estimates for reported losses, plus estimates for claims incurred but not reported. Reserves are determined regularly by the Company based upon a number of factors, including but not limited to actuarial calculations, current and historical claims payment patterns, plan enrollment and medical trend rates. Ultimate health insurance reserves may vary in subsequent years from the amounts estimated. As of December 31, 2014 and 2013, liability reserves of $82.1 million and $46.6 million, respectively, were recorded within health benefits payable and are included in WSE-related liabilities in the accompanying consolidated balance sheets. | |
Under certain contracts, based on plan performance, the Company may be entitled to receive refunds of premiums. We estimate these refunds based on premium and claims data and record these as prepaid health plan expenses within WSE-related assets on the consolidated balance sheet. As of December 31, 2014 and 2013, the Company had $4.9 million and $7.6 million, respectively, as prepaid health plan expenses included within WSE-related assets. | |
Cash and Cash Equivalents | |
Cash and cash equivalents include bank deposits and short-term, highly liquid investments. Investments with original maturity dates of three months or less are considered cash equivalents. | |
Investments | |
The Company classifies its investments as available-for-sale and are carried at fair value. Unrealized gains and losses are reported as a component of accumulated other comprehensive income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts from the date of purchase to maturity or sale. Such amortization is included in interest income as an addition to or deduction from the coupon interest earned on the investments. The Company uses the specific identification method of determining the cost basis in computing realized gains and losses on the sale of its available-for-sale securities. Realized gains and losses are included in other income in the accompanying consolidated statement of operations. | |
The Company assesses whether an other-than-temporary impairment loss has occurred due to declines in fair value or other market conditions. With respect to debt securities, this assessment takes into account our current intent to sell, or not sell, the security, and whether it is more likely than not that we will not be required to sell the security before recovery of its amortized cost. | |
Accounts Receivable | |
The Company’s accounts receivable, which represent outstanding gross billings to customers, are reported net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions and other factors that may affect customers’ ability to pay, and charges off amounts when they are deemed uncollectible. | |
Property and Equipment | |
The Company records property and equipment at historical cost and computes depreciation using the straight-line method over the estimated useful lives of the assets or the lease terms, generally three to five years for software and office equipment, five to seven years for furniture and fixtures, and the shorter of the asset life or the remaining lease term for leasehold improvements. The Company expenses the cost of maintenance and repairs as incurred and capitalizes betterments. | |
Internal Use Software | |
The Company capitalizes internal and external costs incurred to develop internal-use computer software during the application development stage. Application development stage costs include license fees paid to third-parties for software use, software configuration, coding, and installation. Capitalized costs are amortized on a straight-line basis over the estimated useful life, typically ranging from three to five years, commencing when the software is placed into service. The Company expenses costs incurred during the preliminary project stage, as well as general and administrative, overhead, maintenance and training costs, and costs that do not add functionality to existing systems. For the years ended December 31, 2014, 2013 and 2012, internally developed software costs capitalized were $6.3 million, $3.3 million and $4.3 million respectively. | |
Goodwill and Other Intangible Assets | |
The Company’s goodwill and identifiable intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment on an annual basis or when an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of the reporting unit. Impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. The Company’s business is largely homogeneous and, as a result, all goodwill is associated with the Company’s one reportable segment. | |
Intangible assets with finite useful lives include purchased customer lists, trade names, developed technologies, and contractual agreements. Intangible assets are amortized over their respective estimated useful lives ranging from two to six years using either the straight-line method or an accelerated method. Intangible assets are reviewed for indicators of impairment at least annually and evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |
Annually, the Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit has declined below carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. The Company performs its annual impairment testing in its fiscal fourth quarter. Based on the results of the Company’s reviews, no impairment loss was recognized in the results of operations for the years ended December 31, 2014, 2013 and 2012. | |
Impairment of Long-Lived Assets | |
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if the carrying amount exceeds the undiscounted future net cash flows the asset is expected to generate. An impairment charge is recognized for the amount by which the carrying amount of the assets exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. | |
Advertising Costs | |
The Company expenses the costs of producing advertisements at the time production occurs, and expenses the cost of running advertisements in the period in which the advertising space or airtime is used as sales and marketing expense. Advertising costs were $7.3 million, $7.5 million and $6.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Stock-Based Compensation | |
The Company has issued three types of stock-based awards to employees: restricted stock units, stock options and employee stock purchase plan. Compensation expense associated with restricted stock units is based on the fair value of common stock on the date of grant. Compensation expense associated with stock options and employee stock purchase plan are based on the estimated grant date fair value method using the Black-Scholes valuation model. Expense is recognized using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. A tax benefit from stock-based compensation is recognized in equity to the extent that an incremental tax benefit is realized. | |
Income Taxes | |
The Company recognizes deferred tax assets and liabilities for estimated future tax effects based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes under current tax laws. Deferred tax expense results from the change in the net liability for deferred income taxes between periods. | |
The Company maintains a reserve for uncertain tax positions. The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. Prior to recording the related tax benefit in the consolidated financial statements, the Company must conclude that tax positions are more likely than not to be sustained, assuming those positions will be examined by taxing authorities with full knowledge of all relevant information. The benefit recognized in the consolidated financial statements is the amount the Company expects to realize after examination by taxing authorities. If a tax position drops below the more likely than not standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the more likely than not standard has been met when developing the provision for income taxes and in determining the expected benefit. A change in the assessment of the more likely than not standard could materially impact the Company’s results of operations or financial position. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. | |
Concentrations of Credit Risk | |
Financial instruments that subject the Company to concentrations of credit risk include cash and cash equivalents, investments, restricted cash and restricted investments (including payroll funds collected), accounts receivable, and amounts due from insurance carriers. The Company maintains its cash and cash equivalents, investments, restricted cash and restricted investments (including payroll funds collected) principally in domestic financial institutions and performs periodic evaluations of the relative credit standing of these institutions. The Company’s exposure to credit risk in the event of default by the financial institutions holding these funds is limited to amounts currently held by the institution in excess of insured amounts. | |
Under the terms of professional services agreements, customers agree to maintain sufficient funds or other satisfactory credit at all times to cover the cost of its current payroll, all accrued paid time off, vacation or sick leave balances, and other vested wage and benefit obligations for all their work site employees. The Company generally requires payment from its customers on or before the applicable payroll date. | |
For certain customers, the Company requires an indemnity guarantee payment (IGP) supported by a letter of credit, bond, or a certificate of deposit from certain financial institutions. The IGP typically equals the total payroll and service fee for one average payroll period. | |
As of December 31, 2014, one customer accounted for 12% of accounts receivable. As of December 31, 2013, one customer accounted for 15% of accounts receivable and one customer accounted for 13% of accounts receivable. No customer accounted for more than 10% of service revenues in the years ended December 31, 2014, 2013 or 2012. Bad debt expense, net of recoveries was $1.4 million, $0.6 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Recent Accounting Pronouncements | |
In January 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-01— Income Statement-Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standard (the Simplification Initiative). ASU 2015-01 became effective on January 9, 2015. The amendment eliminates from GAAP the concept of extraordinary items. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this guidance in 2014. The adoption did not have an effect on the consolidated financial statements. | |
In November 2014, the FASB issued ASU 2014-17— Business Combinations, which provide an acquired entity with an option to apply pushdown accounting in its financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. ASU 2014-17 became effective on November 28, 2014. An acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company adopted this guidance in 2014. The adoption did not have an effect on the consolidated financial statements. | |
In June 2014, the FASB issued ASU 2014-12— Compensation-Stock Compensation, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. The amendments may be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented. The Company does not expect this guidance to have a material effect on its consolidated financial statements. The Company plans to adopt this guidance in 2016. | |
In May 2014, the FASB issued ASU 2014-09— Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance under GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard provides a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The guidance may be applied retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company expects to adopt this guidance in 2017. The Company has not yet selected a method of adoption and is currently evaluating the effect that the guidance will have on the consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11— Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company adopted this guidance in 2014. The adoption did not have a material effect on the consolidated financial statements. | |
Worksite_EmployeeRelated_Asset
Worksite Employee-Related Assets and Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Industries [Abstract] | |||||||||
Worksite Employee-Related Assets and Liabilities | NOTE 2. WORKSITE EMPLOYEE-RELATED ASSETS AND LIABILITIES | ||||||||
The following schedule presents the components of the Company’s WSE-related assets and WSE-related liabilities (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Worksite employee-related assets: | |||||||||
Restricted cash | $ | 64,890 | $ | 19,154 | |||||
Restricted investment | 4,555 | 2,317 | |||||||
Payroll funds collected | 1,336,994 | 490,058 | |||||||
Unbilled revenue, net of advance collection of $113,190 | 203,599 | 200,641 | |||||||
and $54,159 at December 31, 2014 and 2013, | |||||||||
respectively | |||||||||
Accounts receivable, net of allowance for doubtful | 5,193 | 10,450 | |||||||
accounts of $388 and $865 at December 31, 2014 and | |||||||||
2013, respectively | |||||||||
Prepaid health plan expenses | 4,932 | 7,584 | |||||||
Refundable health plan premiums | – | 17,601 | |||||||
Refundable workers compensation premiums | 7,975 | 20,834 | |||||||
Prepaid workers compensation expenses | 1,256 | 1,414 | |||||||
Other payroll assets | 5,742 | 2,384 | |||||||
Total worksite employee-related assets | $ | 1,635,136 | $ | 772,437 | |||||
Worksite employee-related liabilities: | |||||||||
Unbilled wages accrual | $ | 292,906 | $ | 243,640 | |||||
Payroll taxes payable | 1,119,427 | 358,285 | |||||||
Health benefits payable | 104,220 | 67,132 | |||||||
Customer prepayments | 53,770 | 51,902 | |||||||
Workers compensation payable | 36,778 | 23,453 | |||||||
Other payroll deductions | 23,454 | 23,212 | |||||||
Total worksite employee-related liabilities | $ | 1,630,555 | $ | 767,624 | |||||
Workers_Compensation
Workers Compensation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Insurance [Abstract] | |||||||||
Workers Compensation | NOTE 3. WORKERS COMPENSATION | ||||||||
The Company has agreements with various insurance carriers to provide workers compensation insurance coverage for worksite employees. Insurance carriers are responsible for administrating and paying claims. The Company is responsible for reimbursing each carrier up to a deductible limit per occurrence. | |||||||||
The following summarizes the activities in liability for unpaid claims and claims adjustment expenses (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Liability for unpaid claims and claims adjustment at | $ | 58,610 | $ | 53,900 | |||||
beginning of period | |||||||||
Plans acquired through business combinations | – | 481 | |||||||
Incurred related to: | |||||||||
Current year | 61,669 | 26,401 | |||||||
Prior years | (4,725 | ) | (3,319 | ) | |||||
Total incurred | 56,944 | 23,082 | |||||||
Paid related to: | |||||||||
Current year | (13,525 | ) | (8,055 | ) | |||||
Prior years | (9,623 | ) | (10,798 | ) | |||||
Total paid | (23,148 | ) | (18,853 | ) | |||||
Liability for unpaid claims and claims adjustment at | 92,406 | 58,610 | |||||||
end of period | |||||||||
Other premiums and collateral liabilities | 19,820 | 10,152 | |||||||
Total workers compensation liabilities at end of period | $ | 112,226 | $ | 68,762 | |||||
Current portion included in worksite employee-related | 36,778 | 23,453 | |||||||
liability | |||||||||
Long term portion | $ | 75,448 | $ | 45,309 | |||||
Under the terms of its agreements with its workers compensation insurance carriers, the Company collects and holds premiums in restricted accounts pending claims payments by the claims administrator. As of December 31, 2014 and 2013, such restricted amounts of $36.5 million and $21.5 million, respectively, are presented as restricted cash and restricted investment within WSE-related assets in the accompanying consolidated balance sheets. In addition, at December 31, 2014 and 2013, $69.4 million and $37.0 million, respectively, are presented as long-term restricted cash and investments. | |||||||||
Business_Combination
Business Combination | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination | NOTE 4. BUSINESS COMBINATION | ||||||||
The purchase price for each business combination is allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on the fair value at the date of purchase. Purchase price in excess of the identifiable assets and liabilities is recorded as goodwill. All acquisition-related costs are expensed as incurred and recorded in operating expenses. The Company includes operations associated with acquisitions from the date of acquisition. | |||||||||
The Company made no acquisitions during 2014. | |||||||||
Ambrose Employer Group, LLC (Ambrose) | |||||||||
On July 1, 2013 (the acquisition date), the Company acquired 100% of the outstanding equity of Ambrose Employer Group, LLC (Ambrose). | |||||||||
The estimated acquisition date fair value of the consideration transferred totaled $195.0 million, which consisted of the following (in thousands): | |||||||||
Cash paid to equity holders | $ | 201,271 | |||||||
Cash and cash equivalents acquired | (6,273 | ) | |||||||
Total | $ | 194,998 | |||||||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | |||||||||
Restricted cash | $ | 442 | |||||||
WSE-related assets | 57,366 | ||||||||
Prepaid expenses and other current assets | 893 | ||||||||
Goodwill | 98,918 | ||||||||
Identifiable intangible assets | 94,380 | ||||||||
Property and equipment | 1,358 | ||||||||
Other noncurrent assets | 878 | ||||||||
WSE-related liabilities | (53,115 | ) | |||||||
Accounts payable and accrued liabilities | (5,646 | ) | |||||||
Deferred rent | (126 | ) | |||||||
Other long term liabilities | (350 | ) | |||||||
Consideration transferred | $ | 194,998 | |||||||
The goodwill of $98.9 million is primarily attributable to the synergies and economies of scale expected from the acquisition of Ambrose. Because the Company acquired a 100% interest in Ambrose, a limited liability company, the Company received a stepped-up tax basis in the fair market value of the assets. Therefore, the goodwill is deductible for income tax purposes. The estimated fair value of the acquired identifiable other intangible assets of $94.4 million consisted of customer contracts, trademarks and non-compete agreements valued at $90.4 million, $2.6 million and $1.4 million, respectively. | |||||||||
The Company recognized $0.4 million of acquisition-related costs for the Ambrose acquisition within general and administrative expenses in the accompanying consolidated statements of operations. | |||||||||
Ambrose contributed revenues of $134.5 million and net income of $1.6 million to the Company from July 1, 2013 to December 31, 2013. | |||||||||
SOI Holdings, Inc. (SOI) | |||||||||
On October 24, 2012 (the acquisition date), the Company acquired 100% of the outstanding equity of SOI Holdings, Inc. (SOI), the parent company of Strategic Outsourcing, Inc. | |||||||||
The estimated acquisition date fair value of the consideration transferred totaled $195.8 million, which consisted of the following (in thousands): | |||||||||
Cash paid to equity holders | $ | 198,171 | |||||||
Receivable from equity holders | (1,893 | ) | |||||||
Cash and cash equivalents acquired | (504 | ) | |||||||
Total | $ | 195,774 | |||||||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | |||||||||
Restricted cash | $ | 700 | |||||||
WSE-related assets | 122,135 | ||||||||
Prepaid expenses and other current assets | 600 | ||||||||
Goodwill | 164,616 | ||||||||
Identifiable intangible assets | 81,500 | ||||||||
Property and equipment | 8,941 | ||||||||
Other noncurrent assets | 464 | ||||||||
WSE-related liabilities | (115,902 | ) | |||||||
Accrued corporate wages | (2,611 | ) | |||||||
Deferred income taxes | (17,386 | ) | |||||||
Current portion of notes payable and borrowings under capital leases | (579 | ) | |||||||
Other current liabilities | (3,841 | ) | |||||||
Other noncurrent liabilities | (42,863 | ) | |||||||
Consideration transferred | $ | 195,774 | |||||||
The goodwill of $164.6 million is primarily attributable to the synergies and economies of scale expected from the acquisition of SOI. None of the goodwill recognized is expected to be deductible for income tax purposes. The estimated fair value of the acquired identifiable other intangible assets of $81.5 million consisted of customer contracts and trademarks valued at $68.0 million and $13.5 million, respectively. The Company recorded $31.3 million in deferred tax liabilities associated with the identifiable intangible assets, $0.1 million of which is included in current deferred income taxes, while $31.2 million is included in other noncurrent liabilities above. Additionally, $17.3 million of current deferred tax liabilities and $9.4 million of noncurrent deferred tax liabilities were acquired in the transaction, for a total of $58.0 million in total deferred tax liabilities. During the year ended December 31, 2013, an adjustment to goodwill of $5.1 million was recorded, reducing the SOI goodwill balance to $159.5 million as a result of finalizing provisional income tax amounts. | |||||||||
The Company recognized $0.6 million of acquisition-related costs for the SOI acquisition within general and administrative expenses in the accompanying consolidated statements of operations. | |||||||||
SOI contributed revenues of $17.2 million and a net loss of $1.4 million to the Company from October 24, 2012 to December 31, 2012. | |||||||||
210 Park Avenue Holding, Inc. (Accord) | |||||||||
On April 26, 2012, the Company acquired 100% of the stock of 210 Park Avenue Holding, Inc. (Accord), an Oklahoma-based professional employer organization, for total consideration of $25.5 million, net of cash and cash equivalents acquired of $2.1 million. The acquisition of Accord resulted in approximately $16.3 million of goodwill, which is not deductible for tax purposes. Identifiable intangible assets acquired, which totaled approximately $13.8 million, consist of customer list, trademarks and non-compete agreements. | |||||||||
App7, Inc. (ExpenseCloud) | |||||||||
On May 3, 2012, the Company acquired 100% of the stock of App7, Inc. (ExpenseCloud), an expense management solution company, for total consideration of $2.7 million, net of cash acquired. The acquisition of ExpenseCloud resulted in approximately $1.8 million of goodwill, which is not deductible for tax purposes. Identifiable intangible assets acquired, which totaled approximately $1.2 million, consist of developed technology and non-compete agreements. | |||||||||
The 2013 and 2012 acquisitions reflect the Company’s continued business strategy to diversify and expand its customer base as well as to expand its human resources services and solutions available to the Company’s current and target clients. Operating results of Ambrose, SOI, Accord and ExpenseCloud have been combined with TriNet’s operating results from the respective dates of acquisition. | |||||||||
Pro Forma Financial Information | |||||||||
The following unaudited pro forma financial information presents the combined results of TriNet, SOI and Ambrose for the years ended December 31, 2013 and 2012 as if the SOI and Ambrose acquisition had occurred as of the beginning of 2012, by applying certain adjustments, principally adding acquisition financing costs and the amortization of acquired intangible assets and removing acquisition-related transaction expenses and SOI historical debt costs (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Total revenues | $ | 1,749,115 | $ | 1,424,876 | |||||
Net income | 7,978 | 16,374 | |||||||
This pro forma information is based on estimates and assumptions, which Company management believes are reasonable, and is not necessarily indicative of the results of operations in future periods or the results that actually would have been realized had TriNet, Ambrose and SOI been a combined company during the specified periods. | |||||||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment, Net | NOTE 5. PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment, net, consist of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Software | $ | 53,349 | $ | 43,513 | |||||
Office equipment, including data processing equipment | 18,550 | 14,667 | |||||||
Leasehold improvements | 7,092 | 6,836 | |||||||
Furniture, fixtures, and equipment | 6,450 | 3,998 | |||||||
Projects in progress | 6,786 | 5,106 | |||||||
92,227 | 74,120 | ||||||||
Accumulated depreciation | (59,929 | ) | (48,430 | ) | |||||
Property and equipment, net | $ | 32,298 | $ | 25,690 | |||||
Software and furniture, fixtures, and equipment include amounts for assets under capital leases of $1.4 million at December 31, 2014 and 2013. Accumulated depreciation of these assets was $0.9 million and $0.5 million at December 31, 2014 and 2013, respectively. Amortization of assets held under capital leases is included with depreciation expense in the accompanying consolidated statements of operations. | |||||||||
Projects in progress consist primarily of software development costs. The Company capitalizes software development costs intended for internal use. The Company recognized depreciation expense for capitalized internally developed software of $5.2 million, $4.5 million and $2.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Accumulated depreciation for these assets was $29.4 million and $25.3 million at December 31, 2014 and 2013, respectively. The Company periodically assesses the likelihood of unsuccessful completion of projects in progress, as well as monitoring events or changes in circumstances, which might suggest that impairment has occurred and recoverability should be evaluated. An impairment loss is recognized if the carrying amount of the asset is not recoverable and exceeds the future net cash flows expected to be generated by the asset. Due to significant changes in the extent and manner in which assets were expected to be used, the Company recognized losses of $0.9 million, $0.8 million and $2.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, and included these charges in depreciation expense in the accompanying consolidated statements of operations. | |||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Goodwill and Other Intangible Assets | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||
The following schedule summarizes goodwill and other intangible assets (in thousands): | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||
Carrying Amount | |||||||||||||||||
Goodwill | - | $ | 288,857 | $ | - | $ | 288,857 | ||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer contracts | 3-5 years | 209,850 | (134,454 | ) | 75,396 | ||||||||||||
Trademark | 3 years | 16,900 | (11,761 | ) | 5,139 | ||||||||||||
Developed technology | 5 years | 1,000 | (533 | ) | 467 | ||||||||||||
Noncompete agreements | 2-3 years | 1,940 | (1,224 | ) | 716 | ||||||||||||
4 years | 229,690 | (147,972 | ) | 81,718 | |||||||||||||
Total | $ | 518,547 | $ | (147,972 | ) | $ | 370,575 | ||||||||||
31-Dec-13 | |||||||||||||||||
Weighted Average | Gross | Accumulated | Net | ||||||||||||||
Amortization | Carrying | Amortization | Carrying Amount | ||||||||||||||
Period | Amount | ||||||||||||||||
Goodwill | - | $ | 288,857 | $ | - | $ | 288,857 | ||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer contracts | 3-5 years | 209,850 | (88,579 | ) | 121,271 | ||||||||||||
Trademark | 3 years | 16,900 | (6,128 | ) | 10,772 | ||||||||||||
Developed technology | 5 years | 1,000 | (333 | ) | 667 | ||||||||||||
Noncompete agreements | 2-3 years | 1,940 | (630 | ) | 1,310 | ||||||||||||
4 years | 229,690 | (95,670 | ) | 134,020 | |||||||||||||
Total | $ | 518,547 | $ | (95,670 | ) | $ | 422,877 | ||||||||||
Amortization expense related to amortizable intangibles in future periods as of December 31, 2014 is expected to be as follows (in thousands): | |||||||||||||||||
Year ending December 31: | |||||||||||||||||
2015 | $ | 38,905 | |||||||||||||||
2016 | 18,376 | ||||||||||||||||
2017 | 16,617 | ||||||||||||||||
2018 | 7,820 | ||||||||||||||||
2019 and thereafter | - | ||||||||||||||||
Total | $ | 81,718 | |||||||||||||||
Marketable_Securities_and_Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | |||||||||||||||||
Marketable Securities and Fair Value Measurements | NOTE 7. MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | ||||||||||||||||
The Company’s noncurrent restricted cash and investments include $48.4 million of available-for-sale marketable securities and $21.0 million of cash collateral at December 31, 2014. The Company’s restricted investments within WSE-related assets include $2.2 million of available-for-sale marketable securities and $2.3 million of certificates of deposit as of December 31, 2014. The available-for-sale marketable securities consist of the following (in thousands): | |||||||||||||||||
Amortized | Gross Unrealized Gains | Gross Unrealized Losses | Estimated | ||||||||||||||
Cost | Fair Value | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
U.S. treasuries | $ | 50,075 | $ | 22 | $ | (15 | ) | $ | 50,082 | ||||||||
Mutual funds | 500 | 6 | – | 506 | |||||||||||||
Total investments | $ | 50,575 | $ | 28 | $ | (15 | ) | $ | 50,588 | ||||||||
December 31, 2013: | |||||||||||||||||
U.S. treasuries | $ | 35,900 | $ | 38 | $ | (20 | ) | $ | 35,918 | ||||||||
Mutual funds | 500 | 8 | – | 508 | |||||||||||||
Total investments | $ | 36,400 | $ | 46 | $ | (20 | ) | $ | 36,426 | ||||||||
There were no realized gains or losses for the year ended December 31, 2014 and 2013. As of December 31, 2014 and 2013, the contractual maturities of the U.S. treasuries were two to three years. | |||||||||||||||||
As of December 31, 2014 and 2013, certain of the Company’s U.S. treasuries were in an unrealized loss position, all for a period of less than 12 months. These unrealized losses are principally due to changes in interest rates and credit spreads. In analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. The fair value of these securities in an unrealized loss position represented 59% and 24%, respectively, of the total fair value of all securities available for sale and their unrealized loss was $0.02 million as of each December 31, 2014 and 2013. As the Company has the ability to hold debt securities until maturity, or for the foreseeable future as classified as available for sale, no decline was deemed to be other-than-temporary. | |||||||||||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. | |||||||||||||||||
As a basis for considering such assumptions, the Company uses a three-tier valuation hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
· | Level I—observable inputs such as quoted prices in active markets | ||||||||||||||||
· | Level II—inputs other than the quoted prices in active markets that are observable either directly or indirectly | ||||||||||||||||
· | Level III—unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions | ||||||||||||||||
This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. | |||||||||||||||||
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
Total | Level I | Level II | Level III | ||||||||||||||
Fair Value | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Certificate of deposit | $ | 2,318 | $ | 2,318 | $ | – | $ | – | |||||||||
U.S. treasuries | 50,082 | 50,082 | – | – | |||||||||||||
Mutual funds | 506 | 506 | – | – | |||||||||||||
Interest rate cap | 1 | – | 1 | – | |||||||||||||
Total | $ | 52,907 | $ | 52,906 | $ | 1 | $ | – | |||||||||
December 31, 2013: | |||||||||||||||||
Certificates of deposit | $ | 2,858 | $ | 2,858 | $ | – | $ | – | |||||||||
U.S. treasuries | 35,918 | 35,918 | – | – | |||||||||||||
Mutual funds | 508 | 508 | – | – | |||||||||||||
Interest rate cap | 47 | – | 47 | – | |||||||||||||
Total | $ | 39,331 | $ | 39,284 | $ | 47 | $ | – | |||||||||
There were no transfers between Level I and Level II assets for the years ended December 31, 2014 or 2013. | |||||||||||||||||
As of December 31, 2014 and 2013, certificate of deposit consisted of certificates of deposit held by domestic financial institutions, of which $2.3 million are presented as restricted investments within WSE-related assets. As of December 31, 2013, $0.5 million are presented as noncurrent restricted investments in the accompanying consolidated balance sheets. | |||||||||||||||||
The book value of the Company’s financial instruments not measured at fair value, including cash, restricted cash, WSE-related assets and liabilities, line of credit and accrued corporate wages approximates fair value due to the relatively short maturity, cash repayments or market interest rates of such instruments. The fair value of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. | |||||||||||||||||
At December 31, 2014 and 2013, the carrying value of our notes payable of $544.9 million and $818.4 million, respectively, approximated fair value. The estimate fair values of our notes payable are considered a level II valuation in the hierarchy for fair value measurement and are based on a cash flow model discounted at market interest rates that considers the underlying risks of unsecured debt. | |||||||||||||||||
Notes_Payable_and_Borrowings_u
Notes Payable and Borrowings under Capital Leases | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Line Of Credit Facility [Abstract] | |||||||||
Notes Payable and Borrowings under Capital Leases | NOTE 8. NOTES PAYABLE AND BORROWINGS UNDER CAPITAL LEASES | ||||||||
The following schedule summarizes the components of the Company’s notes payable and borrowings under capital leases balances (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable under credit facility | $ | 544,875 | $ | 818,425 | |||||
Capital leases | 275 | 452 | |||||||
Less current portion | (20,738 | ) | (6,669 | ) | |||||
$ | 524,412 | $ | 812,208 | ||||||
In August 2013, the Company, as guarantor, its subsidiary TriNet HR Corporation, as borrower, and certain of its other subsidiaries as subsidiary guarantors entered into two senior secured credit facilities: | |||||||||
· | a $705.0 million first lien credit facility with JPMorgan Chase Bank, N.A., as administrative agent which provided a $75.0 million revolving credit facility, a $175.0 million tranche B-1 term loan and a $455.0 million tranche B-2 term loan; and | ||||||||
· | a $190.0 million second lien credit facility with Wilmington Trust, National Association, as administrative agent. | ||||||||
In March 2014, the proceeds from the IPO were used to fully repay the $190.0 million second lien credit facility, which resulted in a prepayment premium of $3.8 million, and to repay $25.0 million of the first lien tranche B-1 term loan. Additionally, the remaining balance of the loan fees associated with the second lien credit facility and a portion of the loan fees associated with the first lien credit facility were fully amortized in March 2014 for a charge of $5.0 million. In May 2014, the Company repaid $25.0 million of the first lien tranche B-1 term loan. As a result, a portion of the loan fees associated with the first lien credit facility were fully amortized in May 2014 for a charge of $0.5 million. | |||||||||
On July 9, 2014, the Company amended and restated its first lien credit facility pursuant to an amended and restated first lien credit agreement (“the Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for: (i) $375.0 million principal amount of “tranche A term loans,” (ii) $200.0 million principal amount of “tranche B term loans,” and (iii) a revolving credit facility of $75.0 million. The proceeds of the tranche A term loans were used to refinance in part the tranche B-2 term loans outstanding under the original first lien credit facility. The proceeds of the tranche B term loans were used to (i) refinance the remaining tranche B-2 term loans outstanding under the original first lien credit facility, (ii) refinance other amounts outstanding under the original first lien credit facility and (iii) pay fees and expenses related thereto. The revolving credit facility replaced the revolving credit facility under the original first lien credit facility. | |||||||||
The tranche A term loans and the revolving credit facility will mature on July 9, 2019. The tranche B term loans will mature on July 9, 2017. Loans under the revolving credit facility are expected to be used for working capital and other general corporate purposes. | |||||||||
The tranche A term loans and loans under the revolving credit facility bear interest, at the Company’s option, at a rate equal to either the LIBOR rate, plus an applicable margin equal to 2.75% per annum, or the prime lending rate, plus an applicable margin equal to 1.75% per annum. The applicable margins for the tranche A term loans and loans under the revolving credit facility are subject to reduction by 0.25% or 0.50%, or increase by 0.25%, based upon the Company’s total leverage ratio. The tranche B term loans bear interest, at the Company’s option, at a rate equal to either the LIBOR rate, plus an applicable margin equal to 2.75% per annum or the prime lending rate, plus an applicable margin equal to 1.75% per annum. The Company is required to pay a commitment fee of 0.50%, subject to decrease to 0.375% based on our total leverage ratio, on the daily unused amount of the commitments under the revolving credit facility, as well as fronting fees and other customary fees for letters of credit issued under the revolving credit facility. | |||||||||
The Company is permitted to make voluntary prepayments at any time without payment of a premium, except that a 1% premium would apply to a repricing of the tranche B term loans effected on or prior to the six-month anniversary of the effective date for the amendment and restatement of our credit facility. The Company is required to make mandatory prepayments of term loans (without payment of a premium) with (i) net cash proceeds from issuances of debt (other than certain permitted debt), (ii) net cash proceeds from certain non-ordinary course asset sales and casualty and condemnation proceeds (subject to reinvestment rights and other exceptions), and (iii) beginning with the fiscal year ending December 31, 2015, 50% of our excess cash flow (subject to decrease to (x) 25% if our total leverage ratio as of the last day of such fiscal year is less than 3.75 to 1.0 and equal to or greater than 3.00 to 1.0, and (y) 0% if the total leverage ratio as of the last day of such fiscal year is less than 3.00 to 1.0), provided that the Company may defer prepayments based on excess cash flow to the extent such payments would result the working capital being less than $10 million (after giving effect to such prepayments). | |||||||||
The tranche A term loans will be paid in equal quarterly installments in an aggregate annual amount equal to: (i) beginning on December 31, 2014 to December 31, 2016, 5% of the original principal amount thereof, (ii) beginning on December 31, 2016 to December 31, 2018, 7.5% of the original principal amount thereof, and (iii) beginning on December 31, 2018 to June 30, 2019, 10% of the original principal amount thereof with any remaining balance payable on the final maturity date of the tranche A term loans. The tranche B term loans will be paid in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on the final maturity date of the tranche B term loans. | |||||||||
The $75.0 million revolving credit facility includes capacity for a $30.0 million letter of credit facility and a $10.0 million swingline facility. The total unused portion of the revolving credit facility was $59.5 million as of December 31, 2014. In connection with the Amended and Restated Credit Agreement, the Company incurred $11.1 million of debt issuance costs. The Company deferred $8.0 million of the costs, which are being amortized over the term of the credit facility. The remaining $3.1 million of costs were recognized as interest expense and bank fees. Additionally, the Company recorded a $9.0 million loss on extinguishment of debt to write-off deferred issuance costs associated with the original first lien credit facility, which was also recognized as interest expense and bank fees. The remaining $6.1 million of loan fees associated with the previous facility that was deemed to be modified continues to be amortized over the revised remaining term of the Amended and Restated Credit Agreement. | |||||||||
In August 2014, the Company repaid $25.0 million of the first lien tranche B-1 term loan. As a result, a portion of the loan fees associated with the first lien credit facility was fully amortized in August 2014 for a charge of $0.6 million. | |||||||||
The Amended and Restated Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions. The Amended and Restated Credit Agreement also contains financial covenants that require the Company to maintain a minimum consolidated interest coverage ratio of at least 3.50 to 1.00, beginning with the fiscal quarter ending December 31, 2014, and a maximum total leverage ratio, currently at 5.00 to 1.00. The Company was in compliance with the restrictive covenants under the credit facilities at December 31, 2014. The credit facility is secured by substantially all of the Company’s assets and the assets of the borrower and of the subsidiary guarantors, other than specifically excluded assets. | |||||||||
Convertible_Preferred_Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Convertible Preferred Stock | NOTE 9. CONVERTIBLE PREFERRED STOCK |
On June 7, 2005, the Company issued 5,391,441 shares of Series G convertible preferred stock (Series G) at $11.00 per share for an aggregate cash purchase price of $59.3 million. The Company recorded the issuance of Series G at $59.1 million, net of issuance costs of $0.2 million. On June 1, 2009, the Company issued 4,124,986 shares of Series H convertible preferred stock (Series H) at $16.69 per share for an aggregate cash purchase price of $68.8 million. The Company recorded the issuance of Series H at $63.8 million, net of issuance costs of $5.0 million. Upon the issuance of Series H, certain terms related to Series G were amended. In March 2014, upon completion of the Company’s IPO, all of the outstanding shares of Series H and Series G were converted into 38,065,708 shares of common stock. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Stockholders' Equity | NOTE 10: STOCKHOLDERS’ EQUITY | ||||||||||||||||
Common Stock | |||||||||||||||||
Upon closing of the IPO on March 31, 2014, the Company issued 15,000,000 shares of common stock at a public offering price $16 per share, for an aggregate offering price of $240 million, resulting in net proceeds to us of $217.8 million, after deducting underwriting discounts and commissions of approximately $16.8 million and offering expenses of approximately $5.6 million. | |||||||||||||||||
In February 2014, the Company issued 91,074 shares to a member of the Board of Directors at $10.98 per share, which was the then estimated fair market value, for an aggregate of $1 million in cash. | |||||||||||||||||
Equity-Based Incentive Plans | |||||||||||||||||
In 2000, the Company established the 2000 Equity Incentive Plan (the 2000 Plan), which provided for granting incentive stock options, nonstatutory stock options, bonus awards and restricted stock awards to eligible employees, directors, and consultants of the Company. In December 2009, the Board of Directors approved the 2009 Equity Incentive Plan (the 2009 Plan) as the successor to and continuation of the 2000 Plan. As of the 2009 Plan effective date, remaining shares available for issuance under the 2000 Plan were cancelled and became available for issuance under the 2009 Plan. No additional stock awards will be granted under the 2000 Plan. The 2009 Plan provides for the grant of the following awards to eligible employees, directors, and consultants: incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other stock awards. Incentive stock options may only be granted to employees. Nonemployee directors are eligible to receive nonstatutory stock options automatically at designated intervals over their period of continuous service on the Board. In February 2014, the Board approved an amendment to the 2009 Plan authorizing an additional 3,000,000 shares available for grant. The amended 2009 Plan also provides that the number of shares reserved for issuance under the 2009 Plan will increase on January 1 of each year for a period of up to five years by 4.5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, which will begin on January 1, 2015 and continue through January 1, 2019.The exercise price per share of all incentive stock options granted under the 2000 Plan and the 2009 Plan must be at least equal to the fair market value of the shares at the date of grant as determined by the Board of Directors. Options issued to recipients other than nonemployee directors generally vest over four years with a one year cliff and monthly thereafter, and have a maximum contractual term of 10 years. Options issued to members of the Board of Directors are issued with varying vesting schedules. Incentive stock options granted at 110% of the fair market value to stockholders who have greater than 10% ownership have a maximum term of five years. | |||||||||||||||||
The Company also has granted restricted stock units to members of the Board of Directors and certain executives. These restricted stock units represent rights to receive shares of the Company’s common stock on satisfaction of applicable vesting conditions. The fair value of restricted stock units is equal to the fair value of the Company’s common stock on the date of grant. The restricted stock units vest at a rate of 25% at the end of the first year and then pro rata monthly thereafter over the remaining vesting term of three or two years, as applicable. Equity Incentive Plan activity under the 2000 Plan and the 2009 Plan is summarized as follows: | |||||||||||||||||
Equity Incentive Plan activity | Shares Available | ||||||||||||||||
for Grant | |||||||||||||||||
Balance at December 31, 2013 | 2,004,464 | ||||||||||||||||
Authorized | 3,000,000 | ||||||||||||||||
Granted | (2,773,500 | ) | |||||||||||||||
Forfeited | 470,980 | ||||||||||||||||
Expired | 6,580 | ||||||||||||||||
Balance at December 31, 2014 | 2,708,524 | ||||||||||||||||
The following table summarizes stock option activity under the Company’s equity-based plans for the year ended December 31, 2014: | |||||||||||||||||
Stock Options activity | Number | Weighted | Weighted- | Aggregate | |||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | (in thousands) | |||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
Balance at December 31, 2013 | 6,281,148 | $ | 1.74 | 8.55 | $ | 53,373 | |||||||||||
Granted | 2,748,500 | 13.02 | |||||||||||||||
Exercised | (1,712,278 | ) | 1.28 | ||||||||||||||
Forfeited | (417,980 | ) | 5.33 | ||||||||||||||
Expired | (6,580 | ) | 0.5 | ||||||||||||||
Balance at December 31, 2014 | 6,892,810 | $ | 6.13 | 8.22 | $ | 173,338 | |||||||||||
Exercisable at December 31, 2014 | 1,735,148 | $ | 1.2 | 7.09 | $ | 52,195 | |||||||||||
Vested and expected to vest at December 31, 2014 | 6,600,369 | $ | 6.01 | 8.19 | $ | 166,806 | |||||||||||
The weighted-average grant-date fair value of stock options granted in the years ended December 31, 2014, 2013 and 2012 was $7.18, $4.11 and $1.51 per share, respectively. The total fair value of options vested for the years ended December 31, 2014, 2013 and 2012 was $7.5 million, $4.0 million and $3.6 million, respectively. | |||||||||||||||||
The total intrinsic value of options exercised for the years ended December 31, 2014, 2013 and 2012 was $35.1 million, $52.6 million and $6.1 million, respectively. Cash received from options exercised during the years ended December 31, 2014, 2013 and 2012 was $2.2 million, $7.1 million, and $5.4 million, respectively. The exercise price of all options granted was equal to the fair value of the common stock on the date of grant. | |||||||||||||||||
As of December 31, 2014, unrecognized compensation expense, net of forfeitures, associated with nonvested options outstanding was $22.5 million, and is expected to be recognized over a weighted-average period of 2.79 years. | |||||||||||||||||
The following table summarizes restricted stock unit activity under the Company’s equity-based plans for the year ended December 31, 2014: | |||||||||||||||||
Restricted Stock Unit activity | Number | Weighted-Average | |||||||||||||||
of Units | Grant Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 31, 2013 | 40,000 | $ | 13.21 | ||||||||||||||
Granted | 25,000 | 28.59 | |||||||||||||||
Vested | (4,250 | ) | 13.21 | ||||||||||||||
Forfeited | (53,000 | ) | 20.46 | ||||||||||||||
Nonvested at December 31, 2014 | 7,750 | $ | 13.21 | ||||||||||||||
The total grant date fair value of restricted stock units granted in the year ended December 31, 2014 was $0.7 million. The total grant date fair value of restricted stock units vested in years ended December 31, 2014, 2013 and 2012 was $0.1 million, $0.1 million, $0.3 million, respectively. As of December 31, 2014 , unrecognized compensation expense, net of forfeitures, associated with the nonvested restricted stock units outstanding was $0.1 million and is expected to be recognized over a weighted-average period of 2.50 years. | |||||||||||||||||
During the years 2014, 2013 and 2012, the Company withheld 80,599, 809,012 and 15,724 shares, respectively, to settle payroll tax liabilities resulting from the exercises of stock options and vesting of RSUs held by the employees. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Stock-based compensation expense of $11.0 million, $6.1 million and $4.4 million was recognized for the years ended December 31, 2014, 2013 and 2012, respectively. An income tax benefit of $2.0 million, $4.4 million, and $1.7 million was recognized relating to stock-based compensation expense for 2014, 2013, and 2012, respectively. The actual tax benefit realized from stock options exercised was $13.5 million, $19.9 million and $2.4 million for 2014, 2013 and 2012, respectively. | |||||||||||||||||
The fair value of stock-based awards is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
Stock Option: | 2014 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 6.05 | 6.04 | 6.04 | ||||||||||||||
Expected volatility | 58 | % | 48 | % | 46 | % | |||||||||||
Risk-free interest rate | 1.8 | % | 1.26 | % | 1.01 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Year Ended December 31, | |||||||||||||||||
ESPP: | 2014 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 0.5 | n/a | n/a | ||||||||||||||
Expected volatility | 33-58% | n/a | n/a | ||||||||||||||
Risk-free interest rate | 0.06-0.07% | n/a | n/a | ||||||||||||||
Expected dividend yield | 0 | % | n/a | n/a | |||||||||||||
Earnings per Share | |||||||||||||||||
Prior to its IPO, the Company’s basic and diluted earnings per share (EPS) were computed using the two-class method, an earnings allocation method that determines earnings per share for common stock and participating securities. Shares of convertible preferred stock are considered participating securities and are entitled to dividend, on a pro rata basis, upon redemption, as if these had been converted to common stock. The undistributed earnings are allocated between common stock and participating securities as if all earnings had been distributed during the period. | |||||||||||||||||
Basic EPS is calculated by taking net income, less earnings available to participating securities, divided by the basic weighted average common stock outstanding. | |||||||||||||||||
Diluted EPS is calculated using the more dilutive of the if-converted method and the two-class method. Because the preferred stock participates in dividends on a pro rata basis as if the shares had been converted, the diluted earnings per share are the same under both methods. The two-class method has been presented below. | |||||||||||||||||
The following table sets forth the computation of the Company’s basic and diluted net income per share attributable to common stock for the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share data): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Numerator (basic) | |||||||||||||||||
Net income | $ | 15,497 | $ | 13,147 | $ | 31,832 | |||||||||||
Less net income allocated to participating securities | (2,224 | ) | (9,926 | ) | (25,312 | ) | |||||||||||
Net income attributable to common stock | $ | 13,273 | $ | 3,221 | $ | 6,520 | |||||||||||
Denominator (basic) | |||||||||||||||||
Weighted average shares of common stock outstanding | 56,161 | 12,353 | 9,805 | ||||||||||||||
Basic EPS | $ | 0.24 | $ | 0.26 | $ | 0.66 | |||||||||||
Numerator (diluted) | |||||||||||||||||
Net income | $ | 15,497 | $ | 13,147 | $ | 31,832 | |||||||||||
Less net income allocated to participating securities | (2,114 | ) | (9,303 | ) | (23,974 | ) | |||||||||||
Net income attributable to common stock | $ | 13,383 | $ | 3,844 | $ | 7,858 | |||||||||||
Denominator (diluted) | |||||||||||||||||
Weighted average shares of common stock | 56,161 | 12,353 | 9,805 | ||||||||||||||
Dilutive effect of stock options and restricted stock units | 3,406 | 3,379 | 2,671 | ||||||||||||||
Weighted average shares of common stock outstanding | 59,567 | 15,732 | 12,476 | ||||||||||||||
Diluted EPS | $ | 0.22 | $ | 0.24 | $ | 0.63 | |||||||||||
Common stock equivalents excluded from income per | 526 | 1,389 | 2,947 | ||||||||||||||
diluted share because of their anti-dilutive effect | |||||||||||||||||
Special Dividend | |||||||||||||||||
In March 2012, the Board of Directors declared a special dividend of $1.57 per common-equivalent share for holders of record of the Company’s preferred stock as of March 30, 2012, or a total of $59.5 million, and $1.57 per share for holders of record of the Company’s common stock as of May 15, 2012, or a total of $15.9 million. These dividends were fully paid in March 2012 and May 2012. Dividends have also been declared to holders of restricted stock units at $1.57 per share, or a total of $0.1 million, and are payable as the restricted stock units vest. | |||||||||||||||||
In August 2013, the Board of Directors declared a special dividend of $5.88 per common-equivalent share for holders of record of the Company’s preferred stock as of August 21, 2013, or a total of $223.6 million, and $5.88 per share for holders of record of the Company’s common stock as of August 30, 2013, or a total of $87.1 million. These dividends were fully paid in August 2013 and September 2013. Dividends have also been declared to holders of restricted stock units at $5.88 per share, or a total of $0.1 million, and are payable as the restricted stock units vest. | |||||||||||||||||
In December 2013, the Board of Directors declared a special dividend of $0.88 per common-equivalent share for holders of record of the Company’s preferred stock as of December 25, 2013, or a total of $33.3 million, and $0.88 per share for holders of record of the Company’s common stock as of December 25, 2013, or a total of $13.4 million. These dividends were fully paid in December 2013. Dividends have also been declared to holders of restricted stock units at $0.88 per share and are payable as the restricted stock units vest. | |||||||||||||||||
As of December 31, 2012, dividends payable to holders of restricted stock units were $0.1 million. As of December 31, 2013 and June 30, 2014, dividends payable to holders of restricted stock were de minimis. | |||||||||||||||||
As a result of the 2012 special dividend and in accordance with the provisions of the 2009 Plan, the Company adjusted the exercise prices on all outstanding options downward by $1.57, exactly equal to the amount of the dividend, except in three instances in which: (i) the incentive stock option exercise price was lower than $0.79, (ii) the non-qualified stock option exercise price was lower than $2.07, or (iii) the holder did not consent to the adjustment when consent was required. For incentive stock options that were priced lower than $0.79 and non-qualified stock options priced lower than $2.07, the Company adjusted the exercise price to $0.22 and $0.50 respectively, and increased the number of shares to maintain the ratio of strike price to stock value pre- and post-adjustment. | |||||||||||||||||
As a result of the August 2013 special dividend and in accordance with the provisions of the 2009 Plan, the Company adjusted the exercise prices on all outstanding options downward by $5.88, exactly equal to the amount of the dividend, except in three instances in which: i) the exercise price was lower than $6.38, ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan. For options that were priced lower than $6.38, the Company adjusted the exercise price to $0.50. | |||||||||||||||||
As a result of the December 2013 special dividend and in accordance with the provisions of the 2009 Plan, the Company adjusted the exercise prices on all outstanding options downward by $0.88, exactly equal to the amount of the dividend, except in three instances in which: i) the exercise price was lower than $1.38, ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan. For options that were priced lower than $2.75, the Company adjusted the exercise price to $0.50 | |||||||||||||||||
No changes were made to the original option grant-date fair value for the purpose of recognizing ongoing stock-based compensation cost. No changes were made to nonvested restricted stock units. | |||||||||||||||||
Stock Repurchases | |||||||||||||||||
In May 2014, the Board of Directors authorized a stock repurchase program that provided for the repurchase of up to $15 million of our outstanding common stock, with no expiration from the date of authorization. In November 2014, the Board of Directors authorized an additional $30 million stock repurchase program, with no expiration from the date of authorization. These stock repurchase programs are intended to offset dilution resulting from the issuance of shares under the Company’s ESPP and upon exercise of stock options. During 2014, the Company repurchased 490,419 shares of outstanding common stock for $15 million. As of December 31, 2014, a total of approximately $30 million remained available for further repurchases of the Company’s common stock under the Company’s stock repurchase program. | |||||||||||||||||
In March 2013, the Company offered to purchase up to 1,800,000 shares of the Company’s outstanding common stock from eligible security holders for $8.20 per share. As a result, the Company purchased 407,728 shares of common stock for $3.3 million. The offer expired on May 31, 2013. | |||||||||||||||||
In November 2012, the Company offered to purchase up to 2,200,000 shares of the Company’s outstanding common stock from eligible security holders for $4.31 per share. As a result, the Company purchased 608,540 shares for $2.6 million. The offer expired on December 31, 2012. | |||||||||||||||||
Stock Split | |||||||||||||||||
On March 7, 2014, the Company’s board of directors and stockholders approved and effected an amendment to the amended and restated certificate of incorporation providing for a 2-for-1 stock split of the outstanding common stock. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 2-for-1stock split. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
The Company adopted the 2014 Employee Stock Purchase Plan (ESPP) in February 2014, which became effective on March 26, 2014. The ESPP was approved with a reserve of 1.1 million shares of common stock for future issuance under various terms provided for in the ESPP, which will automatically increase on January 1 of each year from 2015 through 2024 by the lesser of 1% of the total number of shares outstanding on December 31 of the preceding calendar year or 1,800,000 shares. The Company commenced its first purchase period under the ESPP on March 26, 2014 with the purchase price at the lesser of 85% of the fair market value of the common stock on the offering date and 85% of the fair market value of the common stock on the applicable purchase date. Offering periods are six months in duration and end on or about May 15 and November 15 of each year, with the exception of the initial offering period which commenced on March 26, 2014 and ended on November 14, 2014. Employees may contribute a minimum of 1% and a maximum of 15% of their earnings. During the year ended December 31, 2014, employees purchased 249,494 shares under the ESPP at a price of $13.6 per share for cash proceeds of $3.4 million. | |||||||||||||||||
401k_Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2014 | |
Postemployment Benefits [Abstract] | |
401(k) PLAN | NOTE 11. 401(k) PLAN |
Under the Company’s 401(k) plan, corporate participants may direct the investment of contributions to their accounts among certain investments. The Company matches individual employee 401(k) plan contributions at the rate of $0.50 for every dollar contributed by employees subject to a cap. The Company recorded matching contributions to the 401(k) plan of $3.5 million, $2.7 million, and $1.5 million during the years ended December 31, 2014, 2013 and 2012, respectively, which are reflected in various operating expense lines within the accompanying consolidated statements of operations. | |
The Company also maintains a multiple employer defined contribution plan, which covers WSEs for client companies electing to participate in the plan and for its internal staff employees. The Company contributes, on behalf of each participating client, varying amounts based on the clients’ policies and serviced employee elections. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | NOTE 12. INCOME TAXES | ||||||||||||
The Company is subject to taxation in the United States and Canada. However, business is conducted primarily in the United States. The effective tax rate differs from the statutory rate primarily due to state taxes, tax credits and changes in uncertain tax positions. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s plans and estimates. Should the actual amounts differ from these estimates, the amount of the valuation allowance could be materially affected. | |||||||||||||
Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Changes in valuation allowances are reflected as a component of provision for income taxes. | |||||||||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses (federal and state) | $ | 2,996 | $ | 8,994 | |||||||||
Accrued expenses | 9,381 | 7,995 | |||||||||||
Accrued workers compensation costs | 13,964 | 5,489 | |||||||||||
Stock-based compensation | 2,508 | 1,669 | |||||||||||
Tax benefits relating to uncertain positions | 20 | 72 | |||||||||||
Tax credits (federal and state) | 9,865 | 4,318 | |||||||||||
Other | 354 | 160 | |||||||||||
Total | 39,088 | 28,697 | |||||||||||
Valuation allowance | (6,945 | ) | (5,194 | ) | |||||||||
Total deferred tax assets | 32,143 | 23,503 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization | (10,643 | ) | (22,259 | ) | |||||||||
Deferred service revenues | (77,827 | ) | (24,456 | ) | |||||||||
Prepaid health plan expenses | (2,202 | ) | (1,143 | ) | |||||||||
Total deferred tax liabilities | (90,672 | ) | (47,858 | ) | |||||||||
Net deferred tax liabilities | $ | (58,529 | ) | $ | (24,355 | ) | |||||||
The deferred tax assets and liabilities presented above are classified in the accompanying consolidated balance sheets as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Net current deferred tax liabilities | $ | (65,713 | ) | $ | (16,535 | ) | |||||||
Net non-current deferred tax liabilities | - | (8,888 | ) | ||||||||||
Net current deferred tax assets | - | 68 | |||||||||||
Net non-current deferred tax assets | 7,184 | 1,000 | |||||||||||
Net deferred tax liabilities | $ | (58,529 | ) | $ | (24,355 | ) | |||||||
The provision for income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | (31,111 | ) | $ | 11,319 | $ | 10,699 | ||||||
Foreign | 230 | 217 | 142 | ||||||||||
State | 4,618 | 3,081 | 1,845 | ||||||||||
(26,263 | ) | 14,617 | 12,686 | ||||||||||
Deferred: | |||||||||||||
Federal | 38,297 | (5,659 | ) | 6,610 | |||||||||
State | 5,545 | (1,021 | ) | 1,048 | |||||||||
43,842 | (6,680 | ) | 7,658 | ||||||||||
$ | 17,579 | $ | 7,937 | $ | 20,344 | ||||||||
The U.S. federal statutory income tax rate reconciled to the Company’s effective tax rate is as follows: | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of federal benefit | 3.8 | 3.8 | 3.4 | ||||||||||
Tax rate change | 7.8 | 1.5 | 0.7 | ||||||||||
Nondeductible transaction costs | 0.9 | - | 0.6 | ||||||||||
Nondeductible meals, entertainment and penalties | 4.3 | 4.1 | 0.9 | ||||||||||
Stock-based compensation | 4.5 | (0.1 | ) | 0.1 | |||||||||
Uncertain tax positions | 0.8 | (2.3 | ) | (0.2 | ) | ||||||||
Tax credits | (3.6 | ) | (4.3 | ) | (0.9 | ) | |||||||
Other | (0.3 | ) | (0.1 | ) | (0.6 | ) | |||||||
53.2 | % | 37.6 | % | 39 | % | ||||||||
Our effective tax rate increased from 37.6% for 2013 to 53.2% in 2014, primarily due to non-deductible stock-based compensation and the revaluation of deferred taxes resulting from regulatory state tax law changes. The Company recognized $2.6 million, $0.3 million and $0.4 million of tax expense related to the revaluation of deferred taxes for the periods ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The Company records a valuation allowance to reduce reported deferred tax assets if, based on the weight of available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recorded a valuation allowance of $1.9 million and $2.0 million as of December 31, 2014 and 2013, respectively, related to certain federal and state net operating loss carryforwards that may not be utilized prior to expiration. The Company has federal and multiple state net operating loss carryforwards of approximately $8.6 million and $58.6 million as of December 31, 2014, respectively. The federal net operating loss carryforward will begin expiring in 2030 and the state net operating loss carryforward will begin expiring in 2015.The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Due to the effects of historical equity issuances, the Company has determined that the future utilization of a portion of its net operating losses is limited annually pursuant to IRC Section 382. As of December 31, 2014, the Company has determined that a portion of its federal and state net operating losses in the amount of $3.8 million and $2.7 million, respectively, will expire because of the annual limitation. | |||||||||||||
The Company has excluded excess windfall tax benefits resulting from stock option exercises as components of the Company’s gross deferred tax assets, as tax attributes related to such windfall tax benefits should not be recognized until they result in a reduction of taxes payable. The gross amount of unrealized net operating loss carryforwards for federal and state resulting from stock option exercises was $4.6 million and $19.3 million, respectively at December 31, 2014. When realized, excess windfall tax benefits are credited to additional paid-in capital. The December 31, 2014 current tax benefit of $26.3 million is net of $9.7 million excess tax benefit resulting from stock option exercises and net operating loss carryforward utilization. The Company follows tax law ordering method to determine when such net operating loss carryforwards have been realized. | |||||||||||||
The Company has multiple federal tax credit carryforwards of approximately $3.9 million, of which $1.8 million will begin expiring in 2031. The Company recorded a valuation allowance of $0.1 million and $0.1 million as of December 31, 2014 and 2013, respectively, related to certain federal tax credit carryforwards that may not be utilized prior to the expiration. Additionally, the Company has $6.5 million (net of federal benefit) state tax credit carryforwards available that will begin expiring in 2021, which are partially offset by a valuation allowance of $5.0 million. The December 31, 2014 current tax benefit of $26.3 million is net of $24.3 million tax benefit from operating loss carry forwards. The valuation allowance increased by $1.8 million, $3.7 million and $1.1 million as of December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The Company is subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. The Company is not subject to any material income tax examinations in federal or state jurisdictions for tax years beginning prior to January 1, 2010. However, there are outstanding Notices of Proposed Assessment disallowing employment tax credits totaling $10.5 million in connection with the IRS examination of Gevity HR, Inc. and Subsidiaries, which was acquired by TriNet on June 1, 2009. While Appeals has denied the credits, and the Company plans to exhaust all administrative efforts to resolve this issue, it is likely that the matter will ultimately be resolved through litigation. With regard to these employment tax credits, the Company believes it is more likely than not that the Company will prevail. Therefore, no reserve has been recognized related to this matter. | |||||||||||||
As of December 31, 2014 and 2013, the total unrecognized tax benefits related to uncertain income tax positions, which would affect the effective tax rate if recognized, were $3.2 million and $2.9 million, respectively. It is reasonably possible that $2.6 million of the total unrecognized tax benefits as of December 31, 2014 will settle within the next year; thus, the gross unrecognized tax benefit at December 31, 2014 (including interest of $0.8 million) could significantly decrease within 2015. Unrecognized tax benefits that may settle within the next year represent federal employment tax credits, which are more fully described above. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at January 1 | $ | 2,300 | $ | 2,710 | $ | 2,516 | |||||||
Additions for tax positions of prior periods | 25 | – | 110 | ||||||||||
Additions for tax positions of current period | 182 | 286 | 49 | ||||||||||
Additions due to acquisitions | – | – | 509 | ||||||||||
Reductions for tax positions of prior period: | |||||||||||||
Settlements with taxing authorities | – | (406 | ) | – | |||||||||
Lapse of applicable statute of limitations | – | (290 | ) | (330 | ) | ||||||||
Adjustments to tax positions | (36 | ) | – | (144 | ) | ||||||||
Unrecognized tax benefits at December 31 | $ | 2,471 | $ | 2,300 | $ | 2,710 | |||||||
The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2014 and December 31, 2013, the total amount of gross interest and penalties accrued was $0.8 million and $0.7 million, respectively, which is classified as current liabilities in the Consolidated Balance Sheets. In connection with tax matters, the Company recognized interest and penalty expense related to its uncertain tax positions as a component of income tax expense in the accompanying consolidated statements of operations of $0.1 million, de minimis and $0.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The Company has not provided for U.S. federal income and foreign withholding taxes on its Canadian subsidiary’s undistributed earnings of $1.9 million as of December 31, 2014, because the Company intends to reinvest such earnings indefinitely. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes (subject to an adjustment for foreign tax credits). Determining the unrecognized deferred tax liability related to investment in the Canadian subsidiary that are indefinitely reinvested is not practicable. We currently intend to indefinitely reinvest those earnings and other basis differences in operations outside the U.S. | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||
Commitments and Contingencies | NOTE 13. COMMITMENTS AND CONTINGENCIES | ||||||||
Lease Commitments | |||||||||
The Company leases office facilities, including its headquarters and other facilities, and equipment under non-cancelable operating leases. The Company also leases certain software and furniture, fixtures, and equipment under capital leases. The schedule of minimum future rental payments under non-cancelable operating and capital leases having initial terms in excess of one year at December 31, 2014, is as follows (in thousands): | |||||||||
Capital | Operating Leases | ||||||||
Leases | |||||||||
Year ending December 31: | |||||||||
2015 | $ | 247 | $ | 10,877 | |||||
2016 | 25 | 7,777 | |||||||
2017 | 15 | 5,179 | |||||||
2018 | 4 | 3,773 | |||||||
2019 | – | 3,044 | |||||||
Thereafter | – | 4,515 | |||||||
Minimum lease payments | 291 | $ | 35,165 | ||||||
Less current portion of minimum lease payments | (238 | ) | |||||||
Less interest | (16 | ) | |||||||
Long term portion of capital leases | $ | 37 | |||||||
The lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. Rent expense for the years ended December 31, 2014, 2013 and 2012 was $11.9 million, $9.9 million and $7.3 million, respectively. Sublease income to be received under non-cancelable subleases for the years ending December 31, 2015 and 2016, is $0.3 million and $0.3 million, respectively. | |||||||||
Operating Covenants | |||||||||
To meet various states’ licensing requirements and maintain accreditation by Employer Services Assurance Corporation, the Company is subject to various minimum working capital and net worth requirements. As of December 31, 2014 and 2013, the Company believes it has fully complied in all material respects with all applicable state regulations regarding minimum net worth, working capital and all other financial and legal requirements. Further, the Company has maintained positive working capital throughout the period covered by the financial statements. | |||||||||
Contingencies | |||||||||
The Company may from time to time become involved in various litigation arising in the ordinary course of business including suits by our customers. The unfavorable resolution of any such matter could have a material effect on the Company’s consolidated financial position and results of operations. | |||||||||
Due to the nature of the Company’s relationship with its WSEs, the Company could be subject to liability for federal and state law violations even if the Company does not participate in such violations. While the agreements with customers contain indemnification provisions related to the conduct of its customers, the Company historically has not encountered situations requiring enforcement of these indemnification provisions. |
Restructuring_Costs
Restructuring Costs | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Restructuring And Related Activities [Abstract] | |||||||||||||
Restructuring Costs | NOTE 14. RESTRUCTURING COSTS | ||||||||||||
In 2011, the Company conducted reductions in force affecting approximately 11% of its workforce. The restructuring costs consist of severance and placement costs, lease termination costs and other exit costs. The activity and balance of the restructuring liability account excluding impairment charges is as follows (in thousands): | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning balance | $ | 1,374 | $ | 2,200 | $ | 3,834 | |||||||
Provision | – | – | – | ||||||||||
Change in estimate | – | – | (14 | ) | |||||||||
Payments | (730 | ) | (826 | ) | (1,620 | ) | |||||||
Ending Balance | $ | 644 | $ | 1,374 | $ | 2,200 | |||||||
The restructuring liability account is included in the following accounts in the accompanying consolidated balance sheets (in thousands): | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Other current liabilities | $ | 644 | $ | 730 | $ | 802 | |||||||
Other liabilities | – | 644 | 1,398 | ||||||||||
Total | $ | 644 | $ | 1,374 | $ | 2,200 | |||||||
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Quarterly Financial Data (Unaudited) | NOTE 15. QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||
Quarter ended | ||||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||||
2014 | ||||||||||||||||||
Total revenues | $ | 508,912 | $ | 525,006 | $ | 555,951 | $ | 603,662 | ||||||||||
Insurance costs | 381,157 | 400,195 | 428,184 | 476,779 | ||||||||||||||
Operating income | 25,277 | 20,029 | 21,246 | 20,239 | ||||||||||||||
Net income | 1,540 | 6,221 | 725 | -1 | 7,011 | |||||||||||||
Basic net income per share | 0.03 | 0.09 | 0.01 | 0.1 | ||||||||||||||
Diluted net income per share | 0.03 | 0.09 | 0.01 | 0.1 | ||||||||||||||
2013 | ||||||||||||||||||
Total revenues | $ | 351,070 | $ | 363,432 | $ | 448,117 | $ | 481,656 | ||||||||||
Insurance costs | 253,912 | 269,217 | 343,464 | 359,992 | ||||||||||||||
Operating income | 21,583 | 13,932 | 7,287 | 23,535 | ||||||||||||||
Net income | 10,537 | 4,343 | (7,740 | ) | -2 | 6,007 | -2 | |||||||||||
Basic net income per share | 0.22 | 0.09 | (0.60 | ) | 0.11 | |||||||||||||
Diluted net income per share | 0.2 | 0.08 | (0.60 | ) | 0.11 | |||||||||||||
-1 | Included in the results of the third quarter of 2014 is the write-off of debt issuance costs and pre-payment premium as a result of the Company’s amended and restated first lien credit facility. Please read Note 8, “Notes Payable and Borrowings Under Capital Leases,” for additional information | |||||||||||||||||
-2 | Includes the acquisition of Ambrose Employer Group, LLC during the third and fourth quarter of 2013. Please read Note 4, “Business Combinations,” for additional information. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Valuation And Qualifying Accounts [Abstract] | |||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
Balance at | Credited/ | Charges | Balance at | ||||||||||||||||||
Beginning of | Charged to | Balance | Utilized/ | End of | |||||||||||||||||
(in thousands) | Period | Net Income | Acquired | Write-Offs | Period | ||||||||||||||||
Allowances for Doubtful Accounts and Authorized | |||||||||||||||||||||
Credits | |||||||||||||||||||||
Year ended December 31, 2014 | 865 | 947 | — | (1,424 | ) | 388 | |||||||||||||||
Year ended December 31, 2013 | 819 | 839 | — | (793 | ) | 865 | |||||||||||||||
Year ended December 31, 2012 | 221 | 805 | 335 | (542 | ) | 819 | |||||||||||||||
Tax Valuation Allowance | |||||||||||||||||||||
Year ended December 31, 2014 | 5,194 | 1,751 | — | — | 6,945 | ||||||||||||||||
Year ended December 31, 2013 | 1,547 | 2,451 | 1,196 | — | 5,194 | ||||||||||||||||
Year ended December 31, 2012 | 431 | (18 | ) | 1,399 | (265 | ) | 1,547 | ||||||||||||||
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Segment Information | Segment Information |
The Company operates in one reportable segment in accordance with Accounting Standard Codification (ASC) Topic 280 – Segment Reporting. All of the Company’s service revenues are generated from external customers. Less than 1% of revenues are generated outside of the United States of America (U.S.). Substantially all of the Company’s long-lived assets are located in the U.S. | |
Basis of Presentation | Basis of Presentation |
The accompanying consolidated financial statements and footnotes thereto of the Company and its wholly owned subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All intercompany accounts and transactions have been eliminated in consolidation. | |
The accompanying consolidated balance sheets present the current assets and current liabilities directly related to the processing of human resources transactions as WSE-related assets and WSE-related liabilities, respectively. WSE-related assets comprise cash and investments restricted for current workers compensation claim payments, payroll funds collected, accounts receivable, unbilled service revenues, and refundable or prepaid amounts related to the Company-sponsored workers compensation and health plan programs. WSE-related liabilities comprise customer prepayments, wages and payroll taxes accrued and payable, and liabilities related to the Company-sponsored workers compensation and health plan programs resulting from workers compensation case reserves, premium amounts due to providers for enrolled employees, and workers compensation and health reserves that are expected to be disbursed within the next 12 months. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates include, but are not limited to, allowances for accounts receivable, workers compensation related assets and liabilities, health plan assets and liabilities, recoverability of goodwill and other intangible assets, income taxes, stock-based compensation and other contingent liabilities. Such estimates are based on historical experience and on various other assumptions that Company management believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |
Revenue Recognition | Revenue Recognition |
Professional service revenues represent service fees charged to clients for co-employment services, including processing payroll and employment tax withholding; payment to WSEs; and labor and benefit law compliance based on either a fixed fee per WSE per month or per transaction, or a percentage of WSEs’ payroll. Professional service revenues also include fees billed for other human resource-related services, such as talent acquisitions, performance management, and time and expense reporting services in accordance with separate written service agreements. Professional service revenues are recognized in the period the services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. | |
Insurance service revenues consist of insurance-related amounts and administrative fees collected from clients and withheld from WSEs for risk-based insurance plans provided through third-party insurance carriers, primarily employee health benefit insurance and workers compensation insurance. Insurance service revenues are recognized in the period amounts are due and collectibility is reasonably assured. | |
The professional service revenues and insurance service revenues are each considered separate units of accounting and the associated fees and insurance premiums are billed as such for the majority of the Company’s clients. For clients billed through a bundled invoice, the selling price of significant deliverables is determined based on the best estimate of the selling price. | |
The Company is not the primary obligor for payroll and payroll tax payments and, therefore, these payments are not reflected as either revenue or expense. The gross payroll and payroll tax payments made on behalf of the clients, combined, were $25.6 billion, $17.6 billion and $10.0 billion for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company records a liability relating to work performed by WSEs but unpaid at the end of each period in the period in which the WSEs perform work, along with the related receivable for the same period. The Company generally charges an upfront non-refundable set-up fee for which the performance of onboarding services is not a discrete earnings event, and therefore the revenue is recognized on a straight-line basis over the estimated average client tenure. | |
Insurance Costs | Insurance Costs |
Insurance premiums paid to the insurance carriers for the health and workers compensation insurance coverage and the reimbursements paid to the insurance carriers for claim payments made to the WSEs within the insurance deductible layer are included in cost and operating expenses as insurance costs. | |
Workers Compensation Insurance Reserves | Workers Compensation Insurance Reserves |
Workers compensation insurance reserves are established to provide for the estimated costs of paying claims within the deductible layer in accordance with workers compensation insurance policies. These reserves include estimates for reported losses, plus amounts for those claims incurred but not reported, and estimates of certain expenses associated with processing and settling the claims. In establishing the workers compensation insurance reserves, the Company uses an independent actuarial estimate of undiscounted future cash payments that would be made to settle the claims. | |
In estimating these reserves, the Company utilizes historical loss experience, exposure data, and actuarial judgment, together with a range of inputs which are primarily based upon the WSE job responsibilities, their location, the historical frequency and severity of workers compensation claims, and an estimate of future cost trends. All of these components could materially impact the reserves as reported in the consolidated financial statements. For each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the workers compensation claims cost estimates. Accordingly, final claim settlements may vary materially from the present estimates, particularly when those payments may not occur until well into the future. | |
The Company regularly reviews the adequacy of workers compensation insurance reserves. Adjustments to previously established reserves are reflected in the results of operations for the period in which the adjustment is identified. Such adjustments could possibly be significant, reflecting any variety of new and adverse or favorable trends. Any unexpected increases in the severity or frequency of claims could result in material adverse effects to the operating results. | |
The Company does not discount loss reserves accrued under these programs. Claim costs expected to be paid within one year are recorded as accrued workers compensation costs and included in short-term worksite employee related liabilities, while costs expected to be paid beyond one year are included in long-term liabilities on the consolidated balance sheets. | |
At policy inception, annual premiums are estimated based on projected wages over the duration of the policy period. As actual wages are realized, the amounts paid for premiums may differ from the estimates recorded by the Company, creating an asset or liability throughout the policy year. Such differences could have a material effect on the Company’s consolidated financial position and results of operations. | |
Health Benefits | Health Benefits |
Health benefits insurance reserves are established to provide for the estimated costs of reimbursing the carriers for paying claims within the deductible layer in accordance with health insurance policies. These reserves include estimates for reported losses, plus estimates for claims incurred but not reported. Reserves are determined regularly by the Company based upon a number of factors, including but not limited to actuarial calculations, current and historical claims payment patterns, plan enrollment and medical trend rates. Ultimate health insurance reserves may vary in subsequent years from the amounts estimated. As of December 31, 2014 and 2013, liability reserves of $82.1 million and $46.6 million, respectively, were recorded within health benefits payable and are included in WSE-related liabilities in the accompanying consolidated balance sheets. | |
Under certain contracts, based on plan performance, the Company may be entitled to receive refunds of premiums. We estimate these refunds based on premium and claims data and record these as prepaid health plan expenses within WSE-related assets on the consolidated balance sheet. As of December 31, 2014 and 2013, the Company had $4.9 million and $7.6 million, respectively, as prepaid health plan expenses included within WSE-related assets. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents include bank deposits and short-term, highly liquid investments. Investments with original maturity dates of three months or less are considered cash equivalents. | |
Investments | Investments |
The Company classifies its investments as available-for-sale and are carried at fair value. Unrealized gains and losses are reported as a component of accumulated other comprehensive income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts from the date of purchase to maturity or sale. Such amortization is included in interest income as an addition to or deduction from the coupon interest earned on the investments. The Company uses the specific identification method of determining the cost basis in computing realized gains and losses on the sale of its available-for-sale securities. Realized gains and losses are included in other income in the accompanying consolidated statement of operations. | |
The Company assesses whether an other-than-temporary impairment loss has occurred due to declines in fair value or other market conditions. With respect to debt securities, this assessment takes into account our current intent to sell, or not sell, the security, and whether it is more likely than not that we will not be required to sell the security before recovery of its amortized cost. | |
Accounts Receivable | Accounts Receivable |
The Company’s accounts receivable, which represent outstanding gross billings to customers, are reported net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions and other factors that may affect customers’ ability to pay, and charges off amounts when they are deemed uncollectible. | |
Property and Equipment | Property and Equipment |
The Company records property and equipment at historical cost and computes depreciation using the straight-line method over the estimated useful lives of the assets or the lease terms, generally three to five years for software and office equipment, five to seven years for furniture and fixtures, and the shorter of the asset life or the remaining lease term for leasehold improvements. The Company expenses the cost of maintenance and repairs as incurred and capitalizes betterments. | |
Internal Use Software | Internal Use Software |
The Company capitalizes internal and external costs incurred to develop internal-use computer software during the application development stage. Application development stage costs include license fees paid to third-parties for software use, software configuration, coding, and installation. Capitalized costs are amortized on a straight-line basis over the estimated useful life, typically ranging from three to five years, commencing when the software is placed into service. The Company expenses costs incurred during the preliminary project stage, as well as general and administrative, overhead, maintenance and training costs, and costs that do not add functionality to existing systems. For the years ended December 31, 2014, 2013 and 2012, internally developed software costs capitalized were $6.3 million, $3.3 million and $4.3 million respectively. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets |
The Company’s goodwill and identifiable intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment on an annual basis or when an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of the reporting unit. Impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. The Company’s business is largely homogeneous and, as a result, all goodwill is associated with the Company’s one reportable segment. | |
Intangible assets with finite useful lives include purchased customer lists, trade names, developed technologies, and contractual agreements. Intangible assets are amortized over their respective estimated useful lives ranging from two to six years using either the straight-line method or an accelerated method. Intangible assets are reviewed for indicators of impairment at least annually and evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |
Annually, the Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit has declined below carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. The Company performs its annual impairment testing in its fiscal fourth quarter. Based on the results of the Company’s reviews, no impairment loss was recognized in the results of operations for the years ended December 31, 2014, 2013 and 2012. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if the carrying amount exceeds the undiscounted future net cash flows the asset is expected to generate. An impairment charge is recognized for the amount by which the carrying amount of the assets exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. | |
Advertising Costs | Advertising Costs |
The Company expenses the costs of producing advertisements at the time production occurs, and expenses the cost of running advertisements in the period in which the advertising space or airtime is used as sales and marketing expense. Advertising costs were $7.3 million, $7.5 million and $6.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Stock-Based Compensation | Stock-Based Compensation |
The Company has issued three types of stock-based awards to employees: restricted stock units, stock options and employee stock purchase plan. Compensation expense associated with restricted stock units is based on the fair value of common stock on the date of grant. Compensation expense associated with stock options and employee stock purchase plan are based on the estimated grant date fair value method using the Black-Scholes valuation model. Expense is recognized using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation has been reduced for estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures. A tax benefit from stock-based compensation is recognized in equity to the extent that an incremental tax benefit is realized. | |
Income Taxes | Income Taxes |
The Company recognizes deferred tax assets and liabilities for estimated future tax effects based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes under current tax laws. Deferred tax expense results from the change in the net liability for deferred income taxes between periods. | |
The Company maintains a reserve for uncertain tax positions. The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. Prior to recording the related tax benefit in the consolidated financial statements, the Company must conclude that tax positions are more likely than not to be sustained, assuming those positions will be examined by taxing authorities with full knowledge of all relevant information. The benefit recognized in the consolidated financial statements is the amount the Company expects to realize after examination by taxing authorities. If a tax position drops below the more likely than not standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the more likely than not standard has been met when developing the provision for income taxes and in determining the expected benefit. A change in the assessment of the more likely than not standard could materially impact the Company’s results of operations or financial position. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. | |
Concentrations of Credit Risk | Concentrations of Credit Risk |
Financial instruments that subject the Company to concentrations of credit risk include cash and cash equivalents, investments, restricted cash and restricted investments (including payroll funds collected), accounts receivable, and amounts due from insurance carriers. The Company maintains its cash and cash equivalents, investments, restricted cash and restricted investments (including payroll funds collected) principally in domestic financial institutions and performs periodic evaluations of the relative credit standing of these institutions. The Company’s exposure to credit risk in the event of default by the financial institutions holding these funds is limited to amounts currently held by the institution in excess of insured amounts. | |
Under the terms of professional services agreements, customers agree to maintain sufficient funds or other satisfactory credit at all times to cover the cost of its current payroll, all accrued paid time off, vacation or sick leave balances, and other vested wage and benefit obligations for all their work site employees. The Company generally requires payment from its customers on or before the applicable payroll date. | |
For certain customers, the Company requires an indemnity guarantee payment (IGP) supported by a letter of credit, bond, or a certificate of deposit from certain financial institutions. The IGP typically equals the total payroll and service fee for one average payroll period. | |
As of December 31, 2014, one customer accounted for 12% of accounts receivable. As of December 31, 2013, one customer accounted for 15% of accounts receivable and one customer accounted for 13% of accounts receivable. No customer accounted for more than 10% of service revenues in the years ended December 31, 2014, 2013 or 2012. Bad debt expense, net of recoveries was $1.4 million, $0.6 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In January 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-01— Income Statement-Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standard (the Simplification Initiative). ASU 2015-01 became effective on January 9, 2015. The amendment eliminates from GAAP the concept of extraordinary items. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this guidance in 2014. The adoption did not have an effect on the consolidated financial statements. | |
In November 2014, the FASB issued ASU 2014-17— Business Combinations, which provide an acquired entity with an option to apply pushdown accounting in its financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. ASU 2014-17 became effective on November 28, 2014. An acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company adopted this guidance in 2014. The adoption did not have an effect on the consolidated financial statements. | |
In June 2014, the FASB issued ASU 2014-12— Compensation-Stock Compensation, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. The amendments may be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented. The Company does not expect this guidance to have a material effect on its consolidated financial statements. The Company plans to adopt this guidance in 2016. | |
In May 2014, the FASB issued ASU 2014-09— Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance under GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard provides a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The guidance may be applied retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company expects to adopt this guidance in 2017. The Company has not yet selected a method of adoption and is currently evaluating the effect that the guidance will have on the consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11— Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company adopted this guidance in 2014. The adoption did not have a material effect on the consolidated financial statements. |
Worksite_EmployeeRelated_Asset1
Worksite Employee-Related Assets and Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Industries [Abstract] | |||||||||
Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities | The following schedule presents the components of the Company’s WSE-related assets and WSE-related liabilities (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Worksite employee-related assets: | |||||||||
Restricted cash | $ | 64,890 | $ | 19,154 | |||||
Restricted investment | 4,555 | 2,317 | |||||||
Payroll funds collected | 1,336,994 | 490,058 | |||||||
Unbilled revenue, net of advance collection of $113,190 | 203,599 | 200,641 | |||||||
and $54,159 at December 31, 2014 and 2013, | |||||||||
respectively | |||||||||
Accounts receivable, net of allowance for doubtful | 5,193 | 10,450 | |||||||
accounts of $388 and $865 at December 31, 2014 and | |||||||||
2013, respectively | |||||||||
Prepaid health plan expenses | 4,932 | 7,584 | |||||||
Refundable health plan premiums | – | 17,601 | |||||||
Refundable workers compensation premiums | 7,975 | 20,834 | |||||||
Prepaid workers compensation expenses | 1,256 | 1,414 | |||||||
Other payroll assets | 5,742 | 2,384 | |||||||
Total worksite employee-related assets | $ | 1,635,136 | $ | 772,437 | |||||
Worksite employee-related liabilities: | |||||||||
Unbilled wages accrual | $ | 292,906 | $ | 243,640 | |||||
Payroll taxes payable | 1,119,427 | 358,285 | |||||||
Health benefits payable | 104,220 | 67,132 | |||||||
Customer prepayments | 53,770 | 51,902 | |||||||
Workers compensation payable | 36,778 | 23,453 | |||||||
Other payroll deductions | 23,454 | 23,212 | |||||||
Total worksite employee-related liabilities | $ | 1,630,555 | $ | 767,624 | |||||
Workers_Compensation_Tables
Workers Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Insurance [Abstract] | |||||||||
Summary of Activities in Liability for Unpaid Claims and Claims Adjustment Expenses | The following summarizes the activities in liability for unpaid claims and claims adjustment expenses (in thousands): | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Liability for unpaid claims and claims adjustment at | $ | 58,610 | $ | 53,900 | |||||
beginning of period | |||||||||
Plans acquired through business combinations | – | 481 | |||||||
Incurred related to: | |||||||||
Current year | 61,669 | 26,401 | |||||||
Prior years | (4,725 | ) | (3,319 | ) | |||||
Total incurred | 56,944 | 23,082 | |||||||
Paid related to: | |||||||||
Current year | (13,525 | ) | (8,055 | ) | |||||
Prior years | (9,623 | ) | (10,798 | ) | |||||
Total paid | (23,148 | ) | (18,853 | ) | |||||
Liability for unpaid claims and claims adjustment at | 92,406 | 58,610 | |||||||
end of period | |||||||||
Other premiums and collateral liabilities | 19,820 | 10,152 | |||||||
Total workers compensation liabilities at end of period | $ | 112,226 | $ | 68,762 | |||||
Current portion included in worksite employee-related | 36,778 | 23,453 | |||||||
liability | |||||||||
Long term portion | $ | 75,448 | $ | 45,309 | |||||
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Acquisition [Line Items] | |||||||||
Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of TriNet, SOI and Ambrose for the years ended December 31, 2013 and 2012 as if the SOI and Ambrose acquisition had occurred as of the beginning of 2012, by applying certain adjustments, principally adding acquisition financing costs and the amortization of acquired intangible assets and removing acquisition-related transaction expenses and SOI historical debt costs (in thousands): | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Total revenues | $ | 1,749,115 | $ | 1,424,876 | |||||
Net income | 7,978 | 16,374 | |||||||
Ambrose Employer Group, LLC (Ambrose) | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Acquisition Date Fair Value of the Consideration Transferred | The estimated acquisition date fair value of the consideration transferred totaled $195.0 million, which consisted of the following (in thousands): | ||||||||
Cash paid to equity holders | $ | 201,271 | |||||||
Cash and cash equivalents acquired | (6,273 | ) | |||||||
Total | $ | 194,998 | |||||||
Summary of Estimated Fair Value of the Assets Acquired and Liabilities Assumed at the Acquisition | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
Restricted cash | $ | 442 | |||||||
WSE-related assets | 57,366 | ||||||||
Prepaid expenses and other current assets | 893 | ||||||||
Goodwill | 98,918 | ||||||||
Identifiable intangible assets | 94,380 | ||||||||
Property and equipment | 1,358 | ||||||||
Other noncurrent assets | 878 | ||||||||
WSE-related liabilities | (53,115 | ) | |||||||
Accounts payable and accrued liabilities | (5,646 | ) | |||||||
Deferred rent | (126 | ) | |||||||
Other long term liabilities | (350 | ) | |||||||
Consideration transferred | $ | 194,998 | |||||||
SOI Holdings Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Acquisition Date Fair Value of the Consideration Transferred | The estimated acquisition date fair value of the consideration transferred totaled $195.8 million, which consisted of the following (in thousands): | ||||||||
Cash paid to equity holders | $ | 198,171 | |||||||
Receivable from equity holders | (1,893 | ) | |||||||
Cash and cash equivalents acquired | (504 | ) | |||||||
Total | $ | 195,774 | |||||||
Summary of Estimated Fair Value of the Assets Acquired and Liabilities Assumed at the Acquisition | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
Restricted cash | $ | 700 | |||||||
WSE-related assets | 122,135 | ||||||||
Prepaid expenses and other current assets | 600 | ||||||||
Goodwill | 164,616 | ||||||||
Identifiable intangible assets | 81,500 | ||||||||
Property and equipment | 8,941 | ||||||||
Other noncurrent assets | 464 | ||||||||
WSE-related liabilities | (115,902 | ) | |||||||
Accrued corporate wages | (2,611 | ) | |||||||
Deferred income taxes | (17,386 | ) | |||||||
Current portion of notes payable and borrowings under capital leases | (579 | ) | |||||||
Other current liabilities | (3,841 | ) | |||||||
Other noncurrent liabilities | (42,863 | ) | |||||||
Consideration transferred | $ | 195,774 | |||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment, Net | Property and equipment, net, consist of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Software | $ | 53,349 | $ | 43,513 | |||||
Office equipment, including data processing equipment | 18,550 | 14,667 | |||||||
Leasehold improvements | 7,092 | 6,836 | |||||||
Furniture, fixtures, and equipment | 6,450 | 3,998 | |||||||
Projects in progress | 6,786 | 5,106 | |||||||
92,227 | 74,120 | ||||||||
Accumulated depreciation | (59,929 | ) | (48,430 | ) | |||||
Property and equipment, net | $ | 32,298 | $ | 25,690 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Schedule of Goodwill and Other Intangible Assets | The following schedule summarizes goodwill and other intangible assets (in thousands): | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||
Carrying Amount | |||||||||||||||||
Goodwill | - | $ | 288,857 | $ | - | $ | 288,857 | ||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer contracts | 3-5 years | 209,850 | (134,454 | ) | 75,396 | ||||||||||||
Trademark | 3 years | 16,900 | (11,761 | ) | 5,139 | ||||||||||||
Developed technology | 5 years | 1,000 | (533 | ) | 467 | ||||||||||||
Noncompete agreements | 2-3 years | 1,940 | (1,224 | ) | 716 | ||||||||||||
4 years | 229,690 | (147,972 | ) | 81,718 | |||||||||||||
Total | $ | 518,547 | $ | (147,972 | ) | $ | 370,575 | ||||||||||
31-Dec-13 | |||||||||||||||||
Weighted Average | Gross | Accumulated | Net | ||||||||||||||
Amortization | Carrying | Amortization | Carrying Amount | ||||||||||||||
Period | Amount | ||||||||||||||||
Goodwill | - | $ | 288,857 | $ | - | $ | 288,857 | ||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer contracts | 3-5 years | 209,850 | (88,579 | ) | 121,271 | ||||||||||||
Trademark | 3 years | 16,900 | (6,128 | ) | 10,772 | ||||||||||||
Developed technology | 5 years | 1,000 | (333 | ) | 667 | ||||||||||||
Noncompete agreements | 2-3 years | 1,940 | (630 | ) | 1,310 | ||||||||||||
4 years | 229,690 | (95,670 | ) | 134,020 | |||||||||||||
Total | $ | 518,547 | $ | (95,670 | ) | $ | 422,877 | ||||||||||
Schedule of Expected Amortization Expense Related to Amortizable Intangibles in Future Periods | Amortization expense related to amortizable intangibles in future periods as of December 31, 2014 is expected to be as follows (in thousands): | ||||||||||||||||
Year ending December 31: | |||||||||||||||||
2015 | $ | 38,905 | |||||||||||||||
2016 | 18,376 | ||||||||||||||||
2017 | 16,617 | ||||||||||||||||
2018 | 7,820 | ||||||||||||||||
2019 and thereafter | - | ||||||||||||||||
Total | $ | 81,718 | |||||||||||||||
Marketable_Securities_and_Fair1
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | |||||||||||||||||
Summary of Available-for-Sale Marketable Securities | The available-for-sale marketable securities consist of the following (in thousands): | ||||||||||||||||
Amortized | Gross Unrealized Gains | Gross Unrealized Losses | Estimated | ||||||||||||||
Cost | Fair Value | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
U.S. treasuries | $ | 50,075 | $ | 22 | $ | (15 | ) | $ | 50,082 | ||||||||
Mutual funds | 500 | 6 | – | 506 | |||||||||||||
Total investments | $ | 50,575 | $ | 28 | $ | (15 | ) | $ | 50,588 | ||||||||
December 31, 2013: | |||||||||||||||||
U.S. treasuries | $ | 35,900 | $ | 38 | $ | (20 | ) | $ | 35,918 | ||||||||
Mutual funds | 500 | 8 | – | 508 | |||||||||||||
Total investments | $ | 36,400 | $ | 46 | $ | (20 | ) | $ | 36,426 | ||||||||
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
Total | Level I | Level II | Level III | ||||||||||||||
Fair Value | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Certificate of deposit | $ | 2,318 | $ | 2,318 | $ | – | $ | – | |||||||||
U.S. treasuries | 50,082 | 50,082 | – | – | |||||||||||||
Mutual funds | 506 | 506 | – | – | |||||||||||||
Interest rate cap | 1 | – | 1 | – | |||||||||||||
Total | $ | 52,907 | $ | 52,906 | $ | 1 | $ | – | |||||||||
December 31, 2013: | |||||||||||||||||
Certificates of deposit | $ | 2,858 | $ | 2,858 | $ | – | $ | – | |||||||||
U.S. treasuries | 35,918 | 35,918 | – | – | |||||||||||||
Mutual funds | 508 | 508 | – | – | |||||||||||||
Interest rate cap | 47 | – | 47 | – | |||||||||||||
Total | $ | 39,331 | $ | 39,284 | $ | 47 | $ | – | |||||||||
Notes_Payable_and_Borrowings_u1
Notes Payable and Borrowings under Capital Leases (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Line Of Credit Facility [Abstract] | |||||||||
Components of Company's Notes Payable and Borrowings under Capital Leases Balances | The following schedule summarizes the components of the Company’s notes payable and borrowings under capital leases balances (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable under credit facility | $ | 544,875 | $ | 818,425 | |||||
Capital leases | 275 | 452 | |||||||
Less current portion | (20,738 | ) | (6,669 | ) | |||||
$ | 524,412 | $ | 812,208 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Summary of Equity Incentive Plan Activity | Equity Incentive Plan activity under the 2000 Plan and the 2009 Plan is summarized as follows: | ||||||||||||||||
Equity Incentive Plan activity | Shares Available | ||||||||||||||||
for Grant | |||||||||||||||||
Balance at December 31, 2013 | 2,004,464 | ||||||||||||||||
Authorized | 3,000,000 | ||||||||||||||||
Granted | (2,773,500 | ) | |||||||||||||||
Forfeited | 470,980 | ||||||||||||||||
Expired | 6,580 | ||||||||||||||||
Balance at December 31, 2014 | 2,708,524 | ||||||||||||||||
Summary of Stock Option Activity under the Company's Equity-Based Plans | The following table summarizes stock option activity under the Company’s equity-based plans for the year ended December 31, 2014: | ||||||||||||||||
Stock Options activity | Number | Weighted | Weighted- | Aggregate | |||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | (in thousands) | |||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
Balance at December 31, 2013 | 6,281,148 | $ | 1.74 | 8.55 | $ | 53,373 | |||||||||||
Granted | 2,748,500 | 13.02 | |||||||||||||||
Exercised | (1,712,278 | ) | 1.28 | ||||||||||||||
Forfeited | (417,980 | ) | 5.33 | ||||||||||||||
Expired | (6,580 | ) | 0.5 | ||||||||||||||
Balance at December 31, 2014 | 6,892,810 | $ | 6.13 | 8.22 | $ | 173,338 | |||||||||||
Exercisable at December 31, 2014 | 1,735,148 | $ | 1.2 | 7.09 | $ | 52,195 | |||||||||||
Vested and expected to vest at December 31, 2014 | 6,600,369 | $ | 6.01 | 8.19 | $ | 166,806 | |||||||||||
Summary of Restricted Stock Unit Activity under the Company's Equity-Based Plans | The following table summarizes restricted stock unit activity under the Company’s equity-based plans for the year ended December 31, 2014: | ||||||||||||||||
Restricted Stock Unit activity | Number | Weighted-Average | |||||||||||||||
of Units | Grant Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 31, 2013 | 40,000 | $ | 13.21 | ||||||||||||||
Granted | 25,000 | 28.59 | |||||||||||||||
Vested | (4,250 | ) | 13.21 | ||||||||||||||
Forfeited | (53,000 | ) | 20.46 | ||||||||||||||
Nonvested at December 31, 2014 | 7,750 | $ | 13.21 | ||||||||||||||
Summary of Significant Assumptions Used to Estimate Fair Value of Stock Options under Black-Scholes Model | The fair value of stock-based awards is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
Stock Option: | 2014 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 6.05 | 6.04 | 6.04 | ||||||||||||||
Expected volatility | 58 | % | 48 | % | 46 | % | |||||||||||
Risk-free interest rate | 1.8 | % | 1.26 | % | 1.01 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Summary of Significant Assumptions Used to Estimate Fair Value of Employee Stock Purchase Plans under Black-Scholes Model | The fair value of stock-based awards is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
ESPP: | 2014 | 2013 | 2012 | ||||||||||||||
Expected term (in years) | 0.5 | n/a | n/a | ||||||||||||||
Expected volatility | 33-58% | n/a | n/a | ||||||||||||||
Risk-free interest rate | 0.06-0.07% | n/a | n/a | ||||||||||||||
Expected dividend yield | 0 | % | n/a | n/a | |||||||||||||
Computation of Basic and Diluted Net Income per Share Attributable to Common Stock | The following table sets forth the computation of the Company’s basic and diluted net income per share attributable to common stock for the years ended December 31, 2014, 2013 and 2012 (in thousands, except per share data): | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Numerator (basic) | |||||||||||||||||
Net income | $ | 15,497 | $ | 13,147 | $ | 31,832 | |||||||||||
Less net income allocated to participating securities | (2,224 | ) | (9,926 | ) | (25,312 | ) | |||||||||||
Net income attributable to common stock | $ | 13,273 | $ | 3,221 | $ | 6,520 | |||||||||||
Denominator (basic) | |||||||||||||||||
Weighted average shares of common stock outstanding | 56,161 | 12,353 | 9,805 | ||||||||||||||
Basic EPS | $ | 0.24 | $ | 0.26 | $ | 0.66 | |||||||||||
Numerator (diluted) | |||||||||||||||||
Net income | $ | 15,497 | $ | 13,147 | $ | 31,832 | |||||||||||
Less net income allocated to participating securities | (2,114 | ) | (9,303 | ) | (23,974 | ) | |||||||||||
Net income attributable to common stock | $ | 13,383 | $ | 3,844 | $ | 7,858 | |||||||||||
Denominator (diluted) | |||||||||||||||||
Weighted average shares of common stock | 56,161 | 12,353 | 9,805 | ||||||||||||||
Dilutive effect of stock options and restricted stock units | 3,406 | 3,379 | 2,671 | ||||||||||||||
Weighted average shares of common stock outstanding | 59,567 | 15,732 | 12,476 | ||||||||||||||
Diluted EPS | $ | 0.22 | $ | 0.24 | $ | 0.63 | |||||||||||
Common stock equivalents excluded from income per | 526 | 1,389 | 2,947 | ||||||||||||||
diluted share because of their anti-dilutive effect | |||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses (federal and state) | $ | 2,996 | $ | 8,994 | |||||||||
Accrued expenses | 9,381 | 7,995 | |||||||||||
Accrued workers compensation costs | 13,964 | 5,489 | |||||||||||
Stock-based compensation | 2,508 | 1,669 | |||||||||||
Tax benefits relating to uncertain positions | 20 | 72 | |||||||||||
Tax credits (federal and state) | 9,865 | 4,318 | |||||||||||
Other | 354 | 160 | |||||||||||
Total | 39,088 | 28,697 | |||||||||||
Valuation allowance | (6,945 | ) | (5,194 | ) | |||||||||
Total deferred tax assets | 32,143 | 23,503 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization | (10,643 | ) | (22,259 | ) | |||||||||
Deferred service revenues | (77,827 | ) | (24,456 | ) | |||||||||
Prepaid health plan expenses | (2,202 | ) | (1,143 | ) | |||||||||
Total deferred tax liabilities | (90,672 | ) | (47,858 | ) | |||||||||
Net deferred tax liabilities | $ | (58,529 | ) | $ | (24,355 | ) | |||||||
Deferred Tax Assets and Liabilities Classified in Consolidated Balance Sheets | The deferred tax assets and liabilities presented above are classified in the accompanying consolidated balance sheets as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Net current deferred tax liabilities | $ | (65,713 | ) | $ | (16,535 | ) | |||||||
Net non-current deferred tax liabilities | - | (8,888 | ) | ||||||||||
Net current deferred tax assets | - | 68 | |||||||||||
Net non-current deferred tax assets | 7,184 | 1,000 | |||||||||||
Net deferred tax liabilities | $ | (58,529 | ) | $ | (24,355 | ) | |||||||
Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | (31,111 | ) | $ | 11,319 | $ | 10,699 | ||||||
Foreign | 230 | 217 | 142 | ||||||||||
State | 4,618 | 3,081 | 1,845 | ||||||||||
(26,263 | ) | 14,617 | 12,686 | ||||||||||
Deferred: | |||||||||||||
Federal | 38,297 | (5,659 | ) | 6,610 | |||||||||
State | 5,545 | (1,021 | ) | 1,048 | |||||||||
43,842 | (6,680 | ) | 7,658 | ||||||||||
$ | 17,579 | $ | 7,937 | $ | 20,344 | ||||||||
U.S. Federal Statutory Income Tax Rate Reconciled to Effective Tax Rate | The U.S. federal statutory income tax rate reconciled to the Company’s effective tax rate is as follows: | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of federal benefit | 3.8 | 3.8 | 3.4 | ||||||||||
Tax rate change | 7.8 | 1.5 | 0.7 | ||||||||||
Nondeductible transaction costs | 0.9 | - | 0.6 | ||||||||||
Nondeductible meals, entertainment and penalties | 4.3 | 4.1 | 0.9 | ||||||||||
Stock-based compensation | 4.5 | (0.1 | ) | 0.1 | |||||||||
Uncertain tax positions | 0.8 | (2.3 | ) | (0.2 | ) | ||||||||
Tax credits | (3.6 | ) | (4.3 | ) | (0.9 | ) | |||||||
Other | (0.3 | ) | (0.1 | ) | (0.6 | ) | |||||||
53.2 | % | 37.6 | % | 39 | % | ||||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at January 1 | $ | 2,300 | $ | 2,710 | $ | 2,516 | |||||||
Additions for tax positions of prior periods | 25 | – | 110 | ||||||||||
Additions for tax positions of current period | 182 | 286 | 49 | ||||||||||
Additions due to acquisitions | – | – | 509 | ||||||||||
Reductions for tax positions of prior period: | |||||||||||||
Settlements with taxing authorities | – | (406 | ) | – | |||||||||
Lapse of applicable statute of limitations | – | (290 | ) | (330 | ) | ||||||||
Adjustments to tax positions | (36 | ) | – | (144 | ) | ||||||||
Unrecognized tax benefits at December 31 | $ | 2,471 | $ | 2,300 | $ | 2,710 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||
Schedule of Minimum Future Rental Payments under Non-Cancelable Operating and Capital Leases | The schedule of minimum future rental payments under non-cancelable operating and capital leases having initial terms in excess of one year at December 31, 2014, is as follows (in thousands): | ||||||||
Capital | Operating Leases | ||||||||
Leases | |||||||||
Year ending December 31: | |||||||||
2015 | $ | 247 | $ | 10,877 | |||||
2016 | 25 | 7,777 | |||||||
2017 | 15 | 5,179 | |||||||
2018 | 4 | 3,773 | |||||||
2019 | – | 3,044 | |||||||
Thereafter | – | 4,515 | |||||||
Minimum lease payments | 291 | $ | 35,165 | ||||||
Less current portion of minimum lease payments | (238 | ) | |||||||
Less interest | (16 | ) | |||||||
Long term portion of capital leases | $ | 37 | |||||||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Restructuring And Related Activities [Abstract] | |||||||||||||
Restructuring Liability Account Excluding Impairment Charges | The activity and balance of the restructuring liability account excluding impairment charges is as follows (in thousands): | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning balance | $ | 1,374 | $ | 2,200 | $ | 3,834 | |||||||
Provision | – | – | – | ||||||||||
Change in estimate | – | – | (14 | ) | |||||||||
Payments | (730 | ) | (826 | ) | (1,620 | ) | |||||||
Ending Balance | $ | 644 | $ | 1,374 | $ | 2,200 | |||||||
Restructuring Liability Account included in Accompanying Consolidated Balance Sheets | The restructuring liability account is included in the following accounts in the accompanying consolidated balance sheets (in thousands): | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Other current liabilities | $ | 644 | $ | 730 | $ | 802 | |||||||
Other liabilities | – | 644 | 1,398 | ||||||||||
Total | $ | 644 | $ | 1,374 | $ | 2,200 | |||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Summary of Quarterly Financial Data | ||||||||||||||||||
Quarter ended | ||||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||||
2014 | ||||||||||||||||||
Total revenues | $ | 508,912 | $ | 525,006 | $ | 555,951 | $ | 603,662 | ||||||||||
Insurance costs | 381,157 | 400,195 | 428,184 | 476,779 | ||||||||||||||
Operating income | 25,277 | 20,029 | 21,246 | 20,239 | ||||||||||||||
Net income | 1,540 | 6,221 | 725 | -1 | 7,011 | |||||||||||||
Basic net income per share | 0.03 | 0.09 | 0.01 | 0.1 | ||||||||||||||
Diluted net income per share | 0.03 | 0.09 | 0.01 | 0.1 | ||||||||||||||
2013 | ||||||||||||||||||
Total revenues | $ | 351,070 | $ | 363,432 | $ | 448,117 | $ | 481,656 | ||||||||||
Insurance costs | 253,912 | 269,217 | 343,464 | 359,992 | ||||||||||||||
Operating income | 21,583 | 13,932 | 7,287 | 23,535 | ||||||||||||||
Net income | 10,537 | 4,343 | (7,740 | ) | -2 | 6,007 | -2 | |||||||||||
Basic net income per share | 0.22 | 0.09 | (0.60 | ) | 0.11 | |||||||||||||
Diluted net income per share | 0.2 | 0.08 | (0.60 | ) | 0.11 | |||||||||||||
-1 | Included in the results of the third quarter of 2014 is the write-off of debt issuance costs and pre-payment premium as a result of the Company’s amended and restated first lien credit facility. Please read Note 8, “Notes Payable and Borrowings Under Capital Leases,” for additional information | |||||||||||||||||
-2 | Includes the acquisition of Ambrose Employer Group, LLC during the third and fourth quarter of 2013. Please read Note 4, “Business Combinations,” for additional information. |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Number of reportable segments as result of acquisitions | 1 | ||
Gross payroll and payroll tax payments made | $25,600,000,000 | $17,600,000,000 | $10,000,000,000 |
Health benefits payable | 82,100,000 | 46,600,000 | |
Prepaid health plan expenses | 4,900,000 | 7,600,000 | |
Useful life of finite lived intangible assets | 4 years | 4 years | |
Internally developed software costs | 6,300,000 | 3,300,000 | 4,300,000 |
Impairment loss | 0 | 0 | 0 |
Advertising costs | 7,300,000 | 7,500,000 | 6,400,000 |
Customer Concentration Risk | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Bad debt expense, net of recoveries | $1,400,000 | $600,000 | $400,000 |
Customer Concentration Risk | Accounts Receivable | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Number of customers accounted for more than 10% | 1 | ||
Customer Concentration Risk | Accounts Receivable | Customer One | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Number of customers accounted for more than 10% | 1 | ||
Customer Concentration Risk | Accounts Receivable | Customer Two | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Concentration risk, percentage | 13.00% | ||
Number of customers accounted for more than 10% | 1 | ||
Customer Concentration Risk | Service Revenues | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Number of customers accounted for more than 10% | 0 | 0 | 0 |
Maximum | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Useful life of finite lived intangible assets | 6 years | ||
Maximum | Software Development | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Useful life of finite lived intangible assets | 5 years | ||
Maximum | Software and Office Equipment | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful life | 5 years | ||
Maximum | Furniture, fixtures, and equipment | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful life | 7 years | ||
Maximum | Geographic Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Concentration risk, percentage | 1.00% | ||
Minimum | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Useful life of finite lived intangible assets | 2 years | ||
Minimum | Software Development | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Useful life of finite lived intangible assets | 3 years | ||
Minimum | Software and Office Equipment | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful life | 3 years | ||
Minimum | Furniture, fixtures, and equipment | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful life | 5 years |
Worksite_EmployeeRelated_Asset2
Worksite Employee-Related Assets and Liabilities - Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Worksite employee-related assets: | ||
Restricted cash | $14,543 | $15,267 |
Prepaid health plan expenses | 4,900 | 7,600 |
Total worksite employee-related assets | 1,635,136 | 772,437 |
Worksite employee-related liabilities: | ||
Accrued corporate wages | 29,179 | 26,264 |
Workers compensation payable | 36,778 | 23,453 |
Total worksite employee-related liabilities | 1,630,555 | 767,624 |
WSE | ||
Worksite employee-related assets: | ||
Restricted cash | 64,890 | 19,154 |
Restricted investment | 4,555 | 2,317 |
Payroll funds collected | 1,336,994 | 490,058 |
Unbilled revenue, net of advance collection of $113,190 and $54,159 at December 31, 2014 and 2013, respectively | 203,599 | 200,641 |
Accounts receivable, net of allowance for doubtful accounts of $388 and $865 at December 31, 2014 and 2013, respectively | 5,193 | 10,450 |
Prepaid health plan expenses | 4,932 | 7,584 |
Prepaid workers compensation expenses | 1,256 | 1,414 |
Other payroll assets | 5,742 | 2,384 |
Total worksite employee-related assets | 1,635,136 | 772,437 |
Worksite employee-related liabilities: | ||
Unbilled wages accrual | 292,906 | 243,640 |
Payroll taxes payable | 1,119,427 | 358,285 |
Accrued corporate wages | 104,220 | 67,132 |
Customer prepayments | 53,770 | 51,902 |
Workers compensation payable | 36,778 | 23,453 |
Other payroll deductions | 23,454 | 23,212 |
Total worksite employee-related liabilities | 1,630,555 | 767,624 |
WSE | Health Plan | ||
Worksite employee-related assets: | ||
Refundable premiums | 17,601 | |
WSE | Workers Compensation | ||
Worksite employee-related assets: | ||
Refundable premiums | $7,975 | $20,834 |
Worksite_EmployeeRelated_Asset3
Worksite Employee-Related Assets and Liabilities - Schedule of Components of the Company's WSE-Related Assets and WSE-Related Liabilities (Parenthetical) (Details) (WSE, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
WSE | ||
Components Of Other Assets And Liabilities [Line Items] | ||
Advance collection | $113,190 | $54,159 |
Allowance for doubtful accounts | $388 | $865 |
Workers_Compensation_Summary_o
Workers Compensation - Summary of Activities in Liability for Unpaid Claims and Claims Adjustment Expenses (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Insurance [Abstract] | ||
Liability for unpaid claims and claims adjustment at beginning of period | $58,610 | $53,900 |
Plans acquired through business combinations | 481 | |
Incurred related to: | ||
Current year | 61,669 | 26,401 |
Prior years | -4,725 | -3,319 |
Total incurred | 56,944 | 23,082 |
Paid related to: | ||
Current year | -13,525 | -8,055 |
Prior years | -9,623 | -10,798 |
Total paid | -23,148 | -18,853 |
Liability for unpaid claims and claims adjustment at end of period | 92,406 | 58,610 |
Other premiums and collateral liabilities | 19,820 | 10,152 |
Total workers compensation liabilities at end of period | 112,226 | 68,762 |
Current portion included in worksite employee-related liability | 36,778 | 23,453 |
Workers compensation liabilities | $75,448 | $45,309 |
Workers_Compensation_Additiona
Workers Compensation - Additional Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Long-term restricted cash and investments | $69,447,000 | $36,968,000 |
WSE | ||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Restricted cash and restricted investment | $36,500,000 | $21,500,000 |
Business_Combination_Additiona
Business Combination - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Jul. 01, 2013 | Dec. 31, 2013 | Oct. 24, 2012 | Dec. 31, 2012 | Apr. 26, 2012 | 3-May-12 | |
Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquisitions | 0 | ||||||
Goodwill | $288,857,000 | $288,857,000 | |||||
Deferred tax liabilities, current | 65,713,000 | 16,535,000 | |||||
Deferred tax liabilities, non-current | 8,888,000 | ||||||
Ambrose Employer Group, LLC (Ambrose) | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage acquired | 100.00% | ||||||
Consideration transferred | 194,998,000 | ||||||
Goodwill | 98,918,000 | ||||||
Estimated fair value of acquired identifiable other intangible asset | 94,380,000 | ||||||
Revenue from acquired entity | 134,500,000 | ||||||
Net income (loss) from acquired entity since acquisition date | 1,600,000 | ||||||
Cash and cash equivalents acquired | 442,000 | ||||||
Ambrose Employer Group, LLC (Ambrose) | General and Administrative Expense | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition-related costs | 400,000 | ||||||
Ambrose Employer Group, LLC (Ambrose) | Customer Contracts | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of acquired identifiable other intangible asset | 90,400,000 | ||||||
Ambrose Employer Group, LLC (Ambrose) | Non-compete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of acquired identifiable other intangible asset | 1,400,000 | ||||||
Ambrose Employer Group, LLC (Ambrose) | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of acquired identifiable other intangible asset | 2,600,000 | ||||||
SOI Holdings Inc | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage acquired | 100.00% | ||||||
Consideration transferred | 195,774,000 | ||||||
Goodwill | 159,500,000 | 164,616,000 | |||||
Estimated fair value of acquired identifiable other intangible asset | 81,500,000 | ||||||
Revenue from acquired entity | 17,200,000 | ||||||
Net income (loss) from acquired entity since acquisition date | 1,400,000 | ||||||
Deferred tax liabilities | 58,000,000 | ||||||
Decrease in goodwill | -5,100,000 | ||||||
Cash and cash equivalents acquired | 700,000 | ||||||
SOI Holdings Inc | General and Administrative Expense | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition-related costs | 600,000 | ||||||
SOI Holdings Inc | Customer Contracts | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of acquired identifiable other intangible asset | 68,000,000 | ||||||
SOI Holdings Inc | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of acquired identifiable other intangible asset | 13,500,000 | ||||||
SOI Holdings Inc | Identified Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities | 31,300,000 | ||||||
Deferred tax liabilities, current | 100,000 | ||||||
Deferred tax liabilities, non-current | 31,200,000 | ||||||
SOI Holdings Inc | Other Acquired in the Transaction | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities, current | 17,300,000 | ||||||
Deferred tax liabilities, non-current | 9,400,000 | ||||||
210 Park Avenue Holding, Inc. (Accord) | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage acquired | 100.00% | ||||||
Consideration transferred | 25,500,000 | ||||||
Goodwill | 16,300,000 | ||||||
Estimated fair value of acquired identifiable other intangible asset | 13,800,000 | ||||||
Cash and cash equivalents acquired | 2,100,000 | ||||||
App7, Inc. (ExpenseCloud) | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage acquired | 100.00% | ||||||
Consideration transferred | 2,700,000 | ||||||
Goodwill | 1,800,000 | ||||||
Estimated fair value of acquired identifiable other intangible asset | $1,200,000 |
Business_Combination_Estimated
Business Combination - Estimated Acquisition Date Fair Value of the Consideration Transferred (Details) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jul. 01, 2013 | Oct. 24, 2012 |
Ambrose Employer Group, LLC (Ambrose) | ||
Business Acquisition [Line Items] | ||
Cash paid to equity holders | $201,271 | |
Cash and cash equivalents acquired | -6,273 | |
Total | 194,998 | |
SOI Holdings Inc | ||
Business Acquisition [Line Items] | ||
Cash paid to equity holders | 198,171 | |
Receivable from equity holders | -1,893 | |
Cash and cash equivalents acquired | -504 | |
Total | $195,774 |
Business_Combination_Summary_o
Business Combination - Summary of Estimated Fair Value of the Assets Acquired and Liabilities Assumed at the Acquisition (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2013 | Oct. 24, 2012 |
In Thousands, unless otherwise specified | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $288,857 | $288,857 | ||
Ambrose Employer Group, LLC (Ambrose) | ||||
Business Acquisition [Line Items] | ||||
Restricted cash | 442 | |||
WSE-related assets | 57,366 | |||
Prepaid expenses and other current assets | 893 | |||
Goodwill | 98,918 | |||
Identifiable intangible assets | 94,380 | |||
Property and equipment | 1,358 | |||
Other noncurrent assets | 878 | |||
WSE-related liabilities | -53,115 | |||
Accounts payable and accrued liabilities | -5,646 | |||
Deferred rent | -126 | |||
Other long term liabilities | -350 | |||
Consideration transferred | 194,998 | |||
SOI Holdings Inc | ||||
Business Acquisition [Line Items] | ||||
Restricted cash | 700 | |||
WSE-related assets | 122,135 | |||
Prepaid expenses and other current assets | 600 | |||
Goodwill | 159,500 | 164,616 | ||
Identifiable intangible assets | 81,500 | |||
Property and equipment | 8,941 | |||
Other noncurrent assets | 464 | |||
WSE-related liabilities | -115,902 | |||
Accrued corporate wages | -2,611 | |||
Deferred income taxes | -17,386 | |||
Current portion of notes payable and borrowings under capital leases | -579 | |||
Other current liabilities | -3,841 | |||
Other long term liabilities | -42,863 | |||
Consideration transferred | $195,774 |
Business_Combination_Pro_Forma
Business Combination - Pro Forma Financial Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | ||
Total revenues | $1,749,115 | $1,424,876 |
Net income | $7,978 | $16,374 |
Property_and_Equipment_Net_Pro
Property and Equipment, Net - Property and Equipment, Net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $92,227 | $74,120 |
Accumulated depreciation | -59,929 | -48,430 |
Property and equipment, net | 32,298 | 25,690 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 53,349 | 43,513 |
Office equipment, including data processing equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 18,550 | 14,667 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,092 | 6,836 |
Furniture, fixtures, and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,450 | 3,998 |
Projects in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $6,786 | $5,106 |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Line Items] | |||
Assets under capital leases | $1,400,000 | $1,400,000 | |
Accumulated depreciation - assets under capital leases | 900,000 | 500,000 | |
Depreciation | 13,843,000 | 11,737,000 | 11,676,000 |
Accumulated depreciation | 59,929,000 | 48,430,000 | |
Internally developed software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation | 5,200,000 | 4,500,000 | 2,400,000 |
Accumulated depreciation | 29,400,000 | 25,300,000 | |
Impairment loss recognized | $900,000 | $800,000 | $2,800,000 |
Recovered_Sheet1
Goodwill And Other Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Gross Carrying Amount | $288,857 | $288,857 |
Goodwill, Net Carrying Amount | 288,857 | 288,857 |
Other Intangible Assets, Weighted Average Amortization Period | 4 years | 4 years |
Other Intangible Assets, Gross Carrying Amount | 229,690 | 229,690 |
Other Intangible Assets, Accumulated Amortization | -147,972 | -95,670 |
Other Intangible Assets, Net Carrying Amount | 81,718 | 134,020 |
Goodwill and Other Intangible Assets, Gross Carrying Amount | 518,547 | 518,547 |
Goodwill and Other Intangible Assets, Net Carrying Amount | 370,575 | 422,877 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 6 years | |
Customer Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Gross Carrying Amount | 209,850 | 209,850 |
Other Intangible Assets, Accumulated Amortization | -134,454 | -88,579 |
Other Intangible Assets, Net Carrying Amount | 75,396 | 121,271 |
Customer Contracts | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 3 years | 3 years |
Customer Contracts | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 5 years | 5 years |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 3 years | 3 years |
Other Intangible Assets, Gross Carrying Amount | 16,900 | 16,900 |
Other Intangible Assets, Accumulated Amortization | -11,761 | -6,128 |
Other Intangible Assets, Net Carrying Amount | 5,139 | 10,772 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 5 years | 5 years |
Other Intangible Assets, Gross Carrying Amount | 1,000 | 1,000 |
Other Intangible Assets, Accumulated Amortization | -533 | -333 |
Other Intangible Assets, Net Carrying Amount | 467 | 667 |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Gross Carrying Amount | 1,940 | 1,940 |
Other Intangible Assets, Accumulated Amortization | -1,224 | -630 |
Other Intangible Assets, Net Carrying Amount | $716 | $1,310 |
Non-compete Agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 2 years | 2 years |
Non-compete Agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Intangible Assets, Weighted Average Amortization Period | 3 years | 3 years |
Recovered_Sheet2
Goodwill And Other Intangible Assets - Schedule of Expected Amortization Expense Related to Amortizable Intangibles in Future Periods (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
2015 | $38,905 | |
2016 | 18,376 | |
2017 | 16,617 | |
2018 | 7,820 | |
Other Intangible Assets, Net Carrying Amount | $81,718 | $134,020 |
Marketable_Securities_and_Fair2
Marketable Securities and Fair Value Measurements - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Available-for-sale marketable securities | $48,400,000 | ||
Cash collateral | 21,000,000 | ||
Realized gains or losses | 0 | 0 | |
Percentage of total fair value of available for sale securities in unrealized loss position | 59.00% | 24.00% | |
Unrealized loss | 20,000 | 20,000 | |
Transfers between Level I and Level II assets | 0 | 0 | 0 |
Level II | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying value of notes payable | 544,900,000 | 818,400,000 | |
U.S. Treasuries | Minimum | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Contractual maturities | 2 years | 2 years | |
U.S. Treasuries | Maximum | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Contractual maturities | 3 years | 3 years | |
Certificate of Deposit | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Restricted investment | 2,300,000 | 2,300,000 | |
Noncurrent restricted investments | 500,000 | ||
WSE | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Available-for-sale marketable securities | 2,200,000 | ||
Certificates of deposit | $2,300,000 |
Marketable_Securities_and_Fair3
Marketable Securities and Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $50,575 | $36,400 |
Gross Unrealized Gains | 28 | 46 |
Gross Unrealized Losses | -15 | -20 |
Estimated Fair Value | 50,588 | 36,426 |
U.S. Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 50,075 | 35,900 |
Gross Unrealized Gains | 22 | 38 |
Gross Unrealized Losses | -15 | -20 |
Estimated Fair Value | 50,082 | 35,918 |
Mutual Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 500 | 500 |
Gross Unrealized Gains | 6 | 8 |
Estimated Fair Value | $506 | $508 |
Marketable_Securities_and_Fair4
Marketable Securities and Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | $52,907 | $39,331 |
Level I | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 52,906 | 39,284 |
Level II | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 1 | 47 |
Certificate of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 2,318 | 2,858 |
Certificate of Deposit | Level I | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 2,318 | 2,858 |
U.S. Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 50,082 | 35,918 |
U.S. Treasuries | Level I | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 50,082 | 35,918 |
Mutual Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 506 | 508 |
Mutual Funds | Level I | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 506 | 508 |
Interest Rate Cap | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | 1 | 47 |
Interest Rate Cap | Level II | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total Fair Value | $1 | $47 |
Notes_Payable_and_Borrowings_u2
Notes Payable and Borrowings under Capital Leases - Components of Company's Notes Payable and Borrowings under Capital Leases Balances (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt And Capital Lease Obligations [Abstract] | ||
Notes payable under credit facility | $544,875 | $818,425 |
Capital leases | 275 | 452 |
Less current portion | -20,738 | -6,669 |
Notes payable and borrowings under capital leases, less current portion | $524,412 | $812,208 |
Notes_Payable_and_Borrowings_u3
Notes Payable and Borrowings under Capital Leases - Additional Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2014 | 31-May-14 | Mar. 31, 2014 | Jul. 09, 2014 | Aug. 31, 2013 | |
Debt Instrument [Line Items] | ||||||||
Interest and debt expense | $54,193,000 | $45,724,000 | $9,709,000 | |||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument covenant interest coverage ratio | 350.00% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 500.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 75,000,000 | |||||||
Credit facility, maturity date | 9-Jul-19 | |||||||
Tranche A Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 375,000,000 | |||||||
Credit facility, maturity date | 9-Jul-19 | |||||||
Increase (decrease) in interest rate | 0.25% | |||||||
Tranche A Term Loans | Installment Period 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Frequency of payment | Quarterly | |||||||
Beginning date of payment | 31-Dec-14 | |||||||
Ending date of payment | 31-Dec-16 | |||||||
Percentage of principal amount to be paid | 5.00% | |||||||
Tranche A Term Loans | Installment Period 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Frequency of payment | Quarterly | |||||||
Beginning date of payment | 31-Dec-16 | |||||||
Ending date of payment | 31-Dec-18 | |||||||
Percentage of principal amount to be paid | 7.50% | |||||||
Tranche A Term Loans | Installment Period 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Frequency of payment | Quarterly | |||||||
Beginning date of payment | 31-Dec-18 | |||||||
Ending date of payment | 30-Jun-19 | |||||||
Percentage of principal amount to be paid | 10.00% | |||||||
Tranche A Term Loans | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (decrease) in interest rate | -0.25% | |||||||
Tranche A Term Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (decrease) in interest rate | -0.50% | |||||||
Tranche A Term Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loans | 2.75% | |||||||
Tranche A Term Loans | Prime Lending Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loans | 1.75% | |||||||
Tranche B Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 200,000,000 | |||||||
Repayments of lines of credit | 25,000,000 | |||||||
Lien of credit amount amortized | 600,000 | |||||||
Credit facility, maturity date | 9-Jul-17 | |||||||
Commitment fee percentage | 0.50% | |||||||
Percentage of prepayment premium | 1.00% | |||||||
Percentage of prepayment in excess cash flow | 50.00% | |||||||
Frequency of payment | Quarterly | |||||||
Percentage of principal amount to be paid | 1.00% | |||||||
Tranche B Term Loans | Prepayment Condition 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of prepayment in excess cash flow | 25.00% | |||||||
Tranche B Term Loans | Prepayment Condition 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 300.00% | |||||||
Tranche B Term Loans | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.38% | |||||||
Tranche B Term Loans | Minimum | Prepayment Condition 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 300.00% | |||||||
Tranche B Term Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Working capital | 10,000,000 | |||||||
Tranche B Term Loans | Maximum | Prepayment Condition 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument covenant leverage ratio | 375.00% | |||||||
Tranche B Term Loans | Maximum | Prepayment Condition 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of prepayment in excess cash flow | 0.00% | |||||||
Tranche B Term Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loans | 2.75% | |||||||
Tranche B Term Loans | Prime Lending Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loans | 1.75% | |||||||
First Lien Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 705,000,000 | |||||||
Repayments of lines of credit | 25,000,000 | 25,000,000 | ||||||
Lien of credit amount amortized | 6,100,000 | 500,000 | 5,000,000 | |||||
Unused portion of the revolving credit facility | 59,500,000 | |||||||
Debt issuance costs | 11,100,000 | |||||||
Deferred financing costs | 8,000,000 | |||||||
Interest and debt expense | 3,100,000 | |||||||
Gains (losses) on extinguishment of debt | 9,000,000 | |||||||
First Lien Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 75,000,000 | |||||||
First Lien Credit Facility | Term Loan B One | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 175,000,000 | |||||||
First Lien Credit Facility | Term Loan B Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 455,000,000 | |||||||
First Lien Credit Facility | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 30,000,000 | |||||||
First Lien Credit Facility | Swingline | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 10,000,000 | |||||||
Second Lien Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 190,000,000 | |||||||
Repayments of lines of credit | 190,000,000 | |||||||
Penalty paid | $3,800,000 |
Convertible_Preferred_Stock_Ad
Convertible Preferred Stock - Additional Information (Details) (USD $) | 1 Months Ended | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Jun. 07, 2005 | Jun. 01, 2009 | Dec. 31, 2014 | Dec. 31, 2013 |
Temporary Equity [Line Items] | |||||
Total aggregate shares of common stock after conversions | 38,065,708 | ||||
Series G Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares issued | 5,391,441 | 0 | 5,391,441 | ||
Convertible preferred stock, per share | $11 | ||||
Aggregate cash purchase price | $59.30 | ||||
Convertible preferred stock, net of issuance costs | 59.1 | ||||
Issuance Costs | 0.2 | ||||
Series H Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares issued | 4,124,986 | 0 | 4,124,986 | ||
Convertible preferred stock, per share | $16.69 | ||||
Aggregate cash purchase price | 68.8 | ||||
Convertible preferred stock, net of issuance costs | 63.8 | ||||
Issuance Costs | $5 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2013 | Aug. 31, 2013 | Mar. 31, 2013 | Nov. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Feb. 28, 2014 | Mar. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2009 | 31-May-14 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Aggregate offering price | $217,796,000 | |||||||||||||
Stock options granted percentage of fair market value | 110.00% | |||||||||||||
Plan description | Options issued to recipients other than nonemployee directors generally vest over four years with a one year cliff and monthly thereafter, and have a maximum contractual term of 10 years. | |||||||||||||
Term of stock options | 4 years | |||||||||||||
Weighted-average grant-date fair value of stock options granted | $7.18 | $4.11 | $1.51 | |||||||||||
Total fair value of options vested | 7,500,000 | 4,000,000 | 3,600,000 | |||||||||||
Total intrinsic value of options exercised | 35,100,000 | 52,600,000 | 6,100,000 | |||||||||||
Cash received from options exercised | 2,200,000 | 7,100,000 | 5,400,000 | |||||||||||
Unrecognized compensation expense, net of forfeitures | 22,500,000 | |||||||||||||
Unrecognized compensation expense, expected to be recognized over a weighted-average period | 2 years 9 months 15 days | |||||||||||||
Total grant date fair value of restricted stock units granted | 700,000 | |||||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 80,599 | 809,012 | 15,724 | |||||||||||
Stock-based compensation expense | 11,000,000 | 6,100,000 | 4,400,000 | |||||||||||
Income tax benefit recognized relating to stock-based compensation expense | 2,000,000 | 4,400,000 | 1,700,000 | |||||||||||
Actual tax benefit realized from stock options exercised | 13,500,000 | 19,900,000 | 2,400,000 | |||||||||||
Dividend declared month and year | 2013-12 | 2013-08 | 2013-12 | 2012-03 | ||||||||||
Dividend paid to holder of preferred and common stock | 357,520,000 | 75,450,000 | ||||||||||||
Dividend paid to holder of preferred stock | 33,300,000 | |||||||||||||
Dividend paid to holder of common stock | 13,400,000 | |||||||||||||
Exercise prices on outstanding options | $1.74 | $6.13 | $1.74 | |||||||||||
Stock option exercise price modification terms | The Company adjusted the exercise prices on all outstanding options downward by $0.88, exactly equal to the amount of the dividend, except in three instances in which: i) the exercise price was lower than $1.38, ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan. For options that were priced lower than $2.75, the Company adjusted the exercise price to $0.50 | The Company adjusted the exercise prices on all outstanding options downward by $5.88, exactly equal to the amount of the dividend, except in three instances in which: i) the exercise price was lower than $6.38, ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan. For options that were priced lower than $6.38, the Company adjusted the exercise price to $0.50 | the Company adjusted the exercise prices on all outstanding options downward by $1.57, exactly equal to the amount of the dividend, except in three instances in which: (i) the incentive stock option exercise price was lower than $0.79, (ii) the non-qualified stock option exercise price was lower than $2.07, or (iii) the holder did not consent to the adjustment when consent was required. For incentive stock options that were priced lower than $0.79 and non-qualified stock options priced lower than $2.07, the Company adjusted the exercise price to $0.22 and $0.50 respectively, and increased the number of shares to maintain the ratio of strike price to stock value pre- and post-adjustment. | |||||||||||
Additional stock repurchase program authorized amount | 30,000,000 | |||||||||||||
Number of shares repurchased | 407,728 | 608,540 | 490,419 | |||||||||||
Value of shares repurchased | 15,000,000 | |||||||||||||
Stock repurchase remained available for future repurchase, value | 30,000,000 | |||||||||||||
Offered to repurchase, price per share | $8.20 | $4.31 | ||||||||||||
Value of shares repurchased | 3,300,000 | 2,600,000 | 16,440,000 | 11,985,000 | 2,683,000 | |||||||||
Stock repurchased program expiry date | 31-May-13 | 31-Dec-12 | ||||||||||||
Stockholders' equity note, stock split | On March 7, 2014, the Company’s board of directors and stockholders approved and effected an amendment to the amended and restated certificate of incorporation providing for a 2-for-1 stock split of the outstanding common stock. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 2-for-1stock split. | |||||||||||||
Stockholders' equity note, stock split ratio | 200.00% | |||||||||||||
Cash proceeds from employee purchase of shares | 3,393,000 | |||||||||||||
Employee Stock Option | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
ESPP approved a reserve of shares of common stock for future issuance | 1,100,000 | |||||||||||||
Common stock for future issuance number increase | 1,800,000 | 1,800,000 | ||||||||||||
Stock options granted percentage of fair market value on offering date | 85.00% | |||||||||||||
Stock options granted percentage of fair market value on purchase date | 85.00% | |||||||||||||
Employee stock purchase plan offering periods | Offering periods are six months in duration and end on or about May 15 and November 15 of each year, with the exception of the initial offering period which commenced on March 26, 2014 and ended on November 14, 2014. | |||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common stock for future issuance percentage increased | 1.00% | |||||||||||||
Number of shares purchased by employees | 249,494 | |||||||||||||
Stock purchase price per share | $13.60 | |||||||||||||
Cash proceeds from employee purchase of shares | 3,400,000 | |||||||||||||
All outstanding except in three instances in which (i) the incentive stock option exercise price was lower than $0.79, (ii) the non-qualified stock option exercise price was lower than $2.07, or (iii) the holder did not consent to the adjustment when consent was required | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Adjustment to exercise prices on outstanding options | ($1.57) | |||||||||||||
For non qualified stock option exercise price lower than $2.07 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $0.50 | $0.50 | $2.07 | |||||||||||
For incentive stock option exercise price lower than $0.79 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $0.22 | $0.22 | ||||||||||||
All outstanding options except in three instances in which (i) the exercise price was lower than $6.38,( ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan. | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Adjustment to exercise prices on outstanding options | -5.88 | |||||||||||||
For options priced lower than $6.38 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | 0.5 | |||||||||||||
All outstanding options except in three instances in which i) the exercise price was lower than $1.38, ii) the holder of the incentive stock option under the 2009 Plan did not consent to the adjustment when consent was required, or iii) the incentive stock option was under the 2000 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Adjustment to exercise prices on outstanding options | ($0.88) | |||||||||||||
For options priced lower than $2.75 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $0.50 | |||||||||||||
Exercise Price Range 1 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $0.79 | |||||||||||||
Exercise Price Range 2 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $6.38 | |||||||||||||
Exercise Price Range 4 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Exercise prices on outstanding options | $2.75 | |||||||||||||
Preferred Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Dividend declared per share | $0.88 | 5.88 | $0.88 | $1.57 | ||||||||||
Dividend payable date of record | 25-Dec-13 | 21-Aug-13 | 30-Mar-12 | |||||||||||
Dividend paid to holder of preferred and common stock | 223,600,000 | 59,500,000 | ||||||||||||
Dividends Payable, Date to be Paid, Year and Month | 2013-12 | 2013-08 | 2013-12 | 2012-03 | ||||||||||
Common Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Initial public offering shares issued and sold | 15,091,074 | |||||||||||||
Aggregate offering price | 217,796,000 | |||||||||||||
Dividend declared per share | $0.88 | 5.88 | $0.88 | $1.57 | ||||||||||
Dividend payable date of record | 25-Dec-13 | 30-Aug-13 | 15-May-12 | |||||||||||
Dividend paid to holder of preferred and common stock | 87,100,000 | 15,900,000 | ||||||||||||
Dividends Payable, Date to be Paid, Year and Month | 2013-09 | 2012-05 | ||||||||||||
Number of shares repurchased | 571,018 | 1,216,740 | 624,264 | |||||||||||
Number of shares purchased by employees | 249,494 | |||||||||||||
Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Plan description | The fair value of restricted stock units is equal to the fair value of the Company’s common stock on the date of grant. The restricted stock units vest at a rate of 25% at the end of the first year and then pro rata monthly thereafter over the remaining vesting term of three or two years, as applicable. | |||||||||||||
Unrecognized compensation expense, net of forfeitures | 100,000 | |||||||||||||
Unrecognized compensation expense, expected to be recognized over a weighted-average period | 2 years 6 months | |||||||||||||
Total grant date fair value of restricted stock units | 100,000 | 100,000 | 300,000 | |||||||||||
Dividend declared per share | $0.88 | 5.88 | $0.88 | $1.57 | ||||||||||
Dividend, share based compensation | 100,000 | 100,000 | 100,000 | |||||||||||
Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Contractual term | 5 years | |||||||||||||
Stock repurchase program authorized amount | 15,000,000 | |||||||||||||
Share repurchase, number of shares to be repurchased | 1,800,000 | 2,200,000 | ||||||||||||
Employees contribution on earnings | 15.00% | |||||||||||||
Maximum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Term of stock options | 3 years | |||||||||||||
Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Ownership percentage | 10.00% | |||||||||||||
Employees contribution on earnings | 1.00% | |||||||||||||
Minimum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Term of stock options | 2 years | |||||||||||||
Stock options vesting percentage | 25.00% | |||||||||||||
2009 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Additional shares available for grant | 3,000,000 | |||||||||||||
Shares reserved for future issuance expressed as a percentage of outstanding shares | 4.50% | |||||||||||||
Member of Board of Directors | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Initial public offering shares issued and sold | 91,074 | |||||||||||||
Public offering share price | 10.98 | |||||||||||||
Aggregate offering price | 1,000,000 | |||||||||||||
Nonemployee Directors | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Contractual term | 10 years | |||||||||||||
Nonemployee Directors | 2009 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Plan description | The amended 2009 Plan also provides that the number of shares reserved for issuance under the 2009 Plan will increase on January 1 of each year for a period of up to five years by 4.5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, which will begin on January 1, 2015 and continue through January 1, 2019. | |||||||||||||
Initial Public Offering | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Initial public offering shares issued and sold | 15,000,000 | |||||||||||||
Public offering share price | $16 | |||||||||||||
Aggregate offering price | 240,000,000 | |||||||||||||
Proceeds from initial public offering net of underwriting discounts, commissions and offering expenses | 217,800,000 | |||||||||||||
Underwriting discounts and commissions | 16,800,000 | |||||||||||||
Offering expenses | $5,600,000 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Equity Incentive Plan Activity (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | -2,748,500 |
Forfeited | 417,980 |
Expired | 6,580 |
Equity Incentive Plan Activity under 2000 Plan and 2009 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance | 2,004,464 |
Authorized | 3,000,000 |
Granted | -2,773,500 |
Forfeited | 470,980 |
Expired | 6,580 |
Ending Balance | 2,708,524 |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Stock Option Activity under the Company's Equity-Based Plans (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Beginning Balance | 6,281,148 | |
Number of Shares, Granted | 2,748,500 | |
Number of Shares, Exercised | -1,712,278 | |
Number of Shares, Forfeited | -417,980 | |
Number of Shares, Expired | -6,580 | |
Number of Shares, Ending Balance | 6,892,810 | 6,281,148 |
Number of Shares, Exercisable, Ending Balance | 1,735,148 | |
Number of Shares, Vested and expected to vest, Ending Balance | 6,600,369 | |
Weighted-Average Exercise Price, Beginning Balance | $1.74 | |
Weighted-Average Exercise Price, Granted | $13.02 | |
Weighted-Average Exercise Price, Exercised | $1.28 | |
Weighted-Average Exercise Price, Forfeited | $5.33 | |
Weighted-Average Exercise Price, Expired | $0.50 | |
Weighted-Average Exercise Price, Ending Balance | $6.13 | $1.74 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $1.20 | |
Weighted-Average Exercise Price, Vested and expected to vest, Ending Balance | $6.01 | |
Weighted-Average Remaining Contractual Term (Years) | 8 years 2 months 19 days | 8 years 6 months 18 days |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 7 years 1 month 2 days | |
Weighted-Average Remaining Contractual Term (Years), Vested and Expected to vest | 8 years 2 months 9 days | |
Aggregate Intrinsic Value, Beginning Balance | $53,373 | |
Aggregate Intrinsic Value, Ending Balance | 173,338 | 53,373 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | 52,195 | |
Aggregate Intrinsic Value, Vested and expected to Vest, Ending Balance | $166,806 |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Restricted Unit Activity under the Company's Equity-Based Plans (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Units, Beginning Balance | 40,000 |
Number of Units, Granted | 25,000 |
Number of Units, Vested | -4,250 |
Number of Units, Forfeited | -53,000 |
Number of Units, Ending Balance | 7,750 |
Weighted Average Grant Date Fair Value, Beginning Balance | $13.21 |
Weighted Average Grant Date Fair Value, Granted | $28.59 |
Weighted Average Grant Date Fair Value, Vested | $13.21 |
Weighted Average Grant Date Fair Value, Forfeited | $20.46 |
Weighted Average Grant Date Fair Value, Ending Balance | $13.21 |
Stockholders_Equity_Summary_of3
Stockholders' Equity - Summary of Fair Value of Stock-based Awards Estimated using Black-Scholes Option-Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | ||
Expected volatility, minimum | 33.00% | ||
Expected volatility, maximum | 58.00% | ||
Risk-free interest rate, minimum | 0.06% | ||
Risk-free interest rate, maximum | 0.07% | ||
Expected dividend yield | 0.00% | ||
Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 18 days | 6 years 15 days | 6 years 15 days |
Expected volatility | 58.00% | 48.00% | 46.00% |
Risk-free interest rate | 1.80% | 1.26% | 1.01% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Numerator (basic) | |||||||||||||
Net income | $7,011 | $725 | [1] | $6,221 | $1,540 | $6,007 | ($7,740) | [2] | $4,343 | $10,537 | $15,497 | $13,147 | $31,832 |
Less net income allocated to participating securities | -2,224 | -9,926 | -25,312 | ||||||||||
Net income attributable to common stock | 13,273 | 3,221 | 6,520 | ||||||||||
Denominator (basic) | |||||||||||||
Weighted average shares of common stock outstanding | 56,160,539 | 12,353,047 | 9,805,384 | ||||||||||
Basic EPS | $0.10 | $0.01 | $0.09 | $0.03 | $0.11 | ($0.60) | $0.09 | $0.22 | $0.24 | $0.26 | $0.66 | ||
Numerator (diluted) | |||||||||||||
Net income | 7,011 | 725 | [1] | 6,221 | 1,540 | 6,007 | -7,740 | [2] | 4,343 | 10,537 | 15,497 | 13,147 | 31,832 |
Less net income allocated to participating securities | -2,114 | -9,303 | -23,974 | ||||||||||
Net income attributable to common stock | $13,383 | $3,844 | $7,858 | ||||||||||
Denominator (diluted) | |||||||||||||
Weighted average shares of common stock outstanding | 56,160,539 | 12,353,047 | 9,805,384 | ||||||||||
Dilutive effect of stock options and restricted stock units | 3,406,000 | 3,379,000 | 2,671,000 | ||||||||||
Weighted average shares of common stock outstanding | 59,566,773 | 15,731,807 | 12,476,091 | ||||||||||
Diluted EPS | $0.10 | $0.01 | $0.09 | $0.03 | $0.11 | ($0.60) | $0.08 | $0.20 | $0.22 | $0.24 | $0.63 | ||
Stock options | 526,000 | 1,389,000 | 2,947,000 | ||||||||||
[1] | Included in the results of the third quarter of 2014 is the write-off of debt issuance costs and pre-payment premium as a result of the Company’s amended and restated first lien credit facility. Please read Note 8, “Notes Payable and Borrowings Under Capital Leases,†for additional information | ||||||||||||
[2] | Includes the acquisition of Ambrose Employer Group, LLC during the third and fourth quarter of 2013. Please read Note 4, “Business Combinations,†for additional information. |
401K_Plan_Additional_Informati
401K Plan - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |||
Company matching contributions to maximum employees eligible compensation for every dollar contributed by employee | $0.50 | ||
Company contributions to 401 (k) plan | $3,500,000 | $2,700,000 | $1,500,000 |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating losses (federal and state) | $2,996 | $8,994 |
Accrued expenses | 9,381 | 7,995 |
Accrued workers compensation costs | 13,964 | 5,489 |
Stock-based compensation | 2,508 | 1,669 |
Tax benefits relating to uncertain positions | 20 | 72 |
Tax credits (federal and state) | 9,865 | 4,318 |
Other | 354 | 160 |
Total | 39,088 | 28,697 |
Valuation allowance | -6,945 | -5,194 |
Total deferred tax assets | 32,143 | 23,503 |
Deferred tax liabilities: | ||
Depreciation and amortization | -10,643 | -22,259 |
Deferred service revenues | -77,827 | -24,456 |
Prepaid health plan expenses | -2,202 | -1,143 |
Total deferred tax liabilities | -90,672 | -47,858 |
Net deferred tax liabilities | ($58,529) | ($24,355) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities Classified in Consolidated Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Net current deferred tax liabilities | ($65,713) | ($16,535) |
Net non-current deferred tax liabilities | -8,888 | |
Deferred income taxes | 68 | |
Deferred income taxes | 7,184 | 1,000 |
Net deferred tax liabilities | ($58,529) | ($24,355) |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | ($31,111) | $11,319 | $10,699 |
Foreign | 230 | 217 | 142 |
State | 4,618 | 3,081 | 1,845 |
Current tax expense (benefit) | -26,263 | 14,617 | 12,686 |
Deferred: | |||
Federal | 38,297 | -5,659 | 6,610 |
State | 5,545 | -1,021 | 1,048 |
Deferred income taxes | 43,842 | -6,680 | 7,658 |
Income tax expense | $17,579 | $7,937 | $20,344 |
Income_Taxes_US_Federal_Statut
Income Taxes - U.S. Federal Statutory Income Tax Rate Reconciled to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 3.80% | 3.80% | 3.40% |
Tax rate change | 7.80% | 1.50% | 0.70% |
Nondeductible transaction costs | 0.90% | 0.60% | |
Nondeductible meals, entertainment and penalties | 4.30% | 4.10% | 0.90% |
Stock-based compensation | 4.50% | -0.10% | 0.10% |
Uncertain tax positions | 0.80% | -2.30% | -0.20% |
Tax credits | -3.60% | -4.30% | -0.90% |
Other | -0.30% | -0.10% | -0.60% |
Effective Income Tax Rate Reconciliation, Percent, Total | 53.20% | 37.60% | 39.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes Disclosure [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 53.20% | 37.60% | 39.00% | |
Income Tax Expense Related to Revaluation of Deferred Taxes | $2,600,000 | $300,000 | $400,000 | |
Valuation allowance related to operating loss carryforwards | 1,900,000 | 2,000,000 | ||
Current tax expense (benefit) | -26,263,000 | 14,617,000 | 12,686,000 | |
Valuation allowance related to tax credit carryforwards | 5,000,000 | |||
Increase in valuation allowance amount | 1,800,000 | 3,700,000 | 1,100,000 | |
Employment tax credit | 10,500,000 | |||
Unrecognized tax benefits | 2,471,000 | 2,300,000 | 2,710,000 | 2,516,000 |
Reasonably possible amount of unrecognized tax benefits to be settled within next year | 2,600,000 | |||
Unrecognized tax benefits, Interest | 800,000 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 800,000 | 700,000 | ||
Income tax expense | 17,579,000 | 7,937,000 | 20,344,000 | |
Canadian Subsidiary | ||||
Income Taxes Disclosure [Line Items] | ||||
Undistributed earnings | 1,900,000 | |||
Uncertain Tax Positions | ||||
Income Taxes Disclosure [Line Items] | ||||
Unrecognized tax benefits | 3,200,000 | 2,900,000 | ||
Income tax expense | 100,000 | 100,000 | 200,000 | |
Net Operating Loss Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Current tax expense (benefit) | 24,300,000 | |||
Stock Option Exercises And Net Operating Loss Carryforward | ||||
Income Taxes Disclosure [Line Items] | ||||
Current tax expense (benefit) | 9,700,000 | |||
Federal | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | 8,600,000 | |||
Net operating loss carryforwards, expiration period | 2030 | |||
Operating loss carryforwards expire because of annual limitation | 3,800,000 | |||
Valuation allowance related to tax credit carryforwards | 100,000 | 100,000 | ||
Tax credit carryforwards | 3,900,000 | |||
Tax credit carryforwards to be expire amount | 1,800,000 | |||
Tax credit carryforwards expiration period | 2031 | |||
Federal | Net Operating Loss Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Stock option excess tax benefits | 4,600,000 | |||
State | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | 58,600,000 | |||
Net operating loss carryforwards, expiration period | 2015 | |||
Operating loss carryforwards expire because of annual limitation | 2,700,000 | |||
Tax credit carryforwards | 6,500,000 | |||
State | Net Operating Loss Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Stock option excess tax benefits | $19,300,000 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Uncertainties [Abstract] | |||
Unrecognized tax benefits at January 1 | $2,300 | $2,710 | $2,516 |
Additions for tax positions of prior periods | 25 | 110 | |
Additions for tax positions of current period | 182 | 286 | 49 |
Additions due to acquisitions | 509 | ||
Settlements with taxing authorities | -406 | ||
Lapse of applicable statute of limitations | -290 | -330 | |
Adjustments to tax positions | -36 | -144 | |
Unrecognized tax benefits at December 31 | $2,471 | $2,300 | $2,710 |
Schedule_of_Minimum_Future_Ren
Schedule of Minimum Future Rental Payments under Non-Cancelable Operating and Capital Lease (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $247 |
2016 | 25 |
2017 | 15 |
2018 | 4 |
Minimum lease payments | 291 |
Less current portion of minimum lease payments | -238 |
Less interest | -16 |
Long term portion of capital leases | 37 |
2015 | 10,877 |
2016 | 7,777 |
2017 | 5,179 |
2018 | 3,773 |
2019 | 3,044 |
Thereafter | 4,515 |
Minimum lease payments | $35,165 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Commitments [Line Items] | |||
Rent expense incurred but not paid | $11.90 | $9.90 | $7.30 |
2015 | |||
Other Commitments [Line Items] | |||
Sublease income to be received under-cancelable subleases | 0.3 | ||
2016 | |||
Other Commitments [Line Items] | |||
Sublease income to be received under-cancelable subleases | $0.30 |
Restructuring_Costs_Additional
Restructuring Costs - Additional Information (Details) | Dec. 31, 2011 |
Restructuring And Related Activities [Abstract] | |
Reductions in force, percentage of workforce affected | 11.00% |
Restructuring_Costs_Restructur
Restructuring Costs - Restructuring Liability Account Excluding Impairment Charges (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring And Related Activities [Abstract] | |||
Beginning balance | $1,374 | $2,200 | $3,834 |
Change in estimate | -14 | ||
Payments | -730 | -826 | -1,620 |
Ending Balance | $644 | $1,374 | $2,200 |
Restructuring_Costs_Restructur1
Restructuring Costs - Restructuring Liability Account included in Accompanying Consolidated Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability | $644 | $1,374 | $2,200 | $3,834 |
Other current liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability | 644 | 730 | 802 | |
Other liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability | $644 | $1,398 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Total revenues | $603,662 | $555,951 | $525,006 | $508,912 | $481,656 | $448,117 | $363,432 | $351,070 | $2,193,531 | $1,644,275 | $1,019,061 | ||
Insurance costs | 476,779 | 428,184 | 400,195 | 381,157 | 359,992 | 343,464 | 269,217 | 253,912 | 1,686,315 | 1,226,585 | 750,025 | ||
Operating income | 20,239 | 21,246 | 20,029 | 25,277 | 23,535 | 7,287 | 13,932 | 21,583 | 86,791 | 66,337 | 61,828 | ||
Net income | $7,011 | $725 | [1] | $6,221 | $1,540 | $6,007 | ($7,740) | [2] | $4,343 | $10,537 | $15,497 | $13,147 | $31,832 |
Basic | $0.10 | $0.01 | $0.09 | $0.03 | $0.11 | ($0.60) | $0.09 | $0.22 | $0.24 | $0.26 | $0.66 | ||
Diluted | $0.10 | $0.01 | $0.09 | $0.03 | $0.11 | ($0.60) | $0.08 | $0.20 | $0.22 | $0.24 | $0.63 | ||
[1] | Included in the results of the third quarter of 2014 is the write-off of debt issuance costs and pre-payment premium as a result of the Company’s amended and restated first lien credit facility. Please read Note 8, “Notes Payable and Borrowings Under Capital Leases,†for additional information | ||||||||||||
[2] | Includes the acquisition of Ambrose Employer Group, LLC during the third and fourth quarter of 2013. Please read Note 4, “Business Combinations,†for additional information. |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $865 | $819 | $221 |
Credited / Charged to Net Income | 947 | 839 | 805 |
Balance Acquired | 335 | ||
Charges utilized / Write- offs | -1,424 | -793 | -542 |
Balance at End of Period | 388 | 865 | 819 |
Valuation Allowance of Deferred Tax Assets | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 5,194 | 1,547 | 431 |
Credited / Charged to Net Income | 1,751 | 2,451 | -18 |
Balance Acquired | 1,196 | 1,399 | |
Charges utilized / Write- offs | -265 | ||
Balance at End of Period | $6,945 | $5,194 | $1,547 |