10-Q

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

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

 
For the quarterly period ended September 30, 2015.
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
For the transition period from  _______________ to _______________


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý  No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
Yes o No ý
 
As of October 26, 2015, 24,456,756 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.



 
TABLE OF CONTENTS
 
 
 
 
 
Part I
 
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 1a.
 
 
 
Item 2.
 
 
 
Item 6.


Table of Contents

PART I

ITEM 1.  FINANCIAL STATEMENTS

INSPERITY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS
 
 
 
September 30,
2015
 
December 31, 2014
 
 
(Unaudited)
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
201,085

 
$
276,456

Restricted cash
 
43,056

 
44,040

Marketable securities
 
9,754

 
28,631

Accounts receivable, net:
 
 

 
 

Trade
 
3,450

 
12,010

Unbilled
 
265,197

 
160,154

Other
 
4,774

 
2,952

Prepaid insurance
 
20,177

 
21,301

Other current assets
 
15,279

 
17,649

Deferred income taxes
 
5,692

 
6,316

Total current assets
 
568,464

 
569,509

 
 
 
 
 
Property and equipment:
 
 

 
 

Land
 
5,214

 
5,214

Buildings and improvements
 
73,931

 
70,471

Computer hardware and software
 
88,325

 
89,204

Software development costs
 
44,525

 
41,314

Furniture, fixtures and other
 
38,800

 
38,617

Aircraft
 

 
35,866

 
 
250,795

 
280,686

Accumulated depreciation and amortization
 
(192,772
)
 
(196,341
)
Total property and equipment, net
 
58,023

 
84,345

 
 
 
 
 
Other assets:
 
 

 
 

Prepaid health insurance
 
9,000

 
9,000

Deposits – health insurance
 
3,700

 
3,700

Deposits – workers’ compensation
 
121,172

 
113,934

Goodwill and other intangible assets, net
 
13,780

 
14,457

Deferred income taxes
 
4,466

 

Other assets
 
1,488

 
1,725

Total other assets
 
153,606

 
142,816

Total assets
 
$
780,093

 
$
796,670


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

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
September 30,
2015
 
December 31,
2014
 
 
(Unaudited)
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
2,613

 
$
4,674

Payroll taxes and other payroll deductions payable
 
116,257

 
176,341

Accrued worksite employee payroll cost
 
251,966

 
192,396

Accrued health insurance costs
 
12,661

 
18,329

Accrued workers’ compensation costs
 
45,798

 
45,592

Accrued corporate payroll and commissions
 
34,654

 
32,644

Other accrued liabilities
 
23,139

 
22,444

Income taxes payable
 
4,976

 
4,031

Total current liabilities
 
492,064

 
496,451

 
 
 
 
 
Noncurrent liabilities:
 
 
 
 

Accrued workers’ compensation costs
 
112,088

 
92,048

Deferred income taxes
 

 
4,075

Total noncurrent liabilities
 
112,088

 
96,123

 
 
 
 
 
Commitments and contingencies
 


 


 
 
 
 
 
Stockholders’ equity:
 
 

 
 

Common stock
 
308

 
308

Additional paid-in capital
 
143,951

 
137,769

Treasury stock, at cost
 
(200,043
)
 
(148,465
)
Accumulated other comprehensive income, net of tax
 
5

 
3

Retained earnings
 
231,720

 
214,481

Total stockholders’ equity
 
175,941

 
204,096

Total liabilities and stockholders’ equity
 
$
780,093

 
$
796,670

 
See accompanying notes.

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INSPERITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Revenues (gross billings of $3.826 billion, $3.362 billion, $11.469 billion and $10.231 billion less worksite employee payroll cost of $3.200 billion, $2.802 billion, $9.515 billion and $8.469 billion, respectively)
 
$
626,286

 
$
560,303

 
$
1,953,603

 
$
1,761,923

 
 
 
 
 
 
 
 
 
Direct costs:
 
 

 
 

 
 

 
 

Payroll taxes, benefits and workers’ compensation costs
 
519,543

 
459,486

 
1,612,781

 
1,459,477

 
 
 
 
 
 
 
 
 
Gross profit
 
106,743

 
100,817

 
340,822

 
302,446

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 

 
 

 
 

 
 

Salaries, wages and payroll taxes
 
51,329

 
49,384

 
158,311

 
148,245

Stock-based compensation
 
3,710

 
2,701

 
10,174

 
8,346

Commissions
 
4,516

 
3,790

 
12,923

 
10,753

Advertising
 
3,574

 
4,885

 
14,681

 
18,182

General and administrative expenses
 
19,191

 
20,295

 
63,578

 
64,143

Impairment charges and other
 

 

 
11,120

 
2,485

Depreciation and amortization
 
4,487

 
5,302

 
14,362

 
15,827

 
 
86,807

 
86,357

 
285,149

 
267,981

Operating income
 
19,936

 
14,460

 
55,673

 
34,465

 
 
 
 
 
 
 
 
 
Other income (expense):
 
 

 
 

 
 

 
 

Interest, net
 
3

 
9

 
2

 
80

Other, net
 
16

 
34

 
(16
)
 
20

Income before income tax expense
 
19,955

 
14,503

 
55,659

 
34,565

Income tax expense
 
8,005

 
6,118

 
22,608

 
14,725

Net income
 
$
11,950

 
$
8,385

 
$
33,051

 
$
19,840

 
 
 
 
 
 
 
 
 
Less distributed and undistributed earnings allocated to participating securities
 
(303
)
 
(243
)
 
(822
)
 
(576
)
 
 
 
 
 
 
 
 
 
Net income allocated to common shares
 
$
11,647

 
$
8,142

 
$
32,229

 
$
19,264

 
 
 
 
 
 
 
 
 
Basic net income per share of common stock
 
$
0.48

 
$
0.33

 
$
1.32

 
$
0.78

 
 
 
 
 
 
 
 
 
Diluted net income per share of common stock
 
$
0.48

 
$
0.33

 
$
1.32

 
$
0.78


See accompanying notes.

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Table of Contents

INSPERITY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Net income
 
$
11,950

 
$
8,385

 
$
33,051

 
$
19,840

 
 
 
 
 
 
 
 
 
Other comprehensive income:
 
 

 
 
 
 

 
 

Unrealized gain (loss) on available-for-sale securities, net of tax
 
5

 
(17
)
 
2

 
(5
)
 
 
 
 
 
 
 
 
 
Comprehensive income
 
$
11,955

 
$
8,368

 
$
33,053

 
$
19,835

 
See accompanying notes.

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Table of Contents

INSPERITY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2015
(in thousands)
(Unaudited)
 
 
 
Common Stock Issued
 
Additional Paid-In Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Income
 
Retained Earnings
 
Total
 
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
30,758

 
$
308

 
$
137,769

 
$
(148,465
)
 
$
3

 
$
214,481

 
$
204,096

Purchase of treasury stock, at cost
 

 

 

 
(59,293
)
 

 

 
(59,293
)
Exercise of stock options
 

 

 
(3
)
 
377

 

 

 
374

Income tax benefit from stock-based compensation, net
 

 

 
2,338

 

 

 

 
2,338

Stock-based compensation expense
 

 

 
3,456

 
6,718

 

 

 
10,174

Other
 

 

 
391

 
620

 

 

 
1,011

Dividends paid
 

 

 

 

 

 
(15,812
)
 
(15,812
)
Unrealized gain on marketable securities, net of tax
 

 

 

 

 
2

 

 
2

Net income
 

 

 

 

 

 
33,051

 
33,051

Balance at September 30, 2015
 
30,758

 
$
308

 
$
143,951

 
$
(200,043
)
 
$
5

 
$
231,720

 
$
175,941

 
See accompanying notes.

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Table of Contents

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

 
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
33,051

 
$
19,840

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

 
 

Depreciation and amortization
 
14,362

 
15,827

Impairment charges and other
 
11,120

 
2,485

Amortization of marketable securities
 
733

 
1,474

Stock-based compensation
 
10,174

 
8,346

Deferred income taxes
 
(7,904
)
 
4,299

Changes in operating assets and liabilities:
 
 

 
 

Restricted cash
 
984

 
(5,294
)
Accounts receivable
 
(98,305
)
 
(34,805
)
Prepaid insurance
 
1,124

 
(19,975
)
Other current assets
 
2,393

 
(798
)
Other assets
 
(6,827
)
 
(11,761
)
Accounts payable
 
(2,061
)
 
577

Payroll taxes and other payroll deductions payable
 
(60,084
)
 
(60,578
)
Accrued worksite employee payroll expense
 
59,570

 
37,227

Accrued health insurance costs
 
(5,668
)
 
21,248

Accrued workers’ compensation costs
 
20,246

 
10,567

Accrued corporate payroll, commissions and other accrued liabilities
 
1,169

 
12,911

Income taxes payable/receivable
 
247

 
(2,572
)
Total adjustments
 
(58,727
)
 
(20,822
)
Net cash used in operating activities
 
(25,676
)
 
(982
)
 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Marketable securities:
 
 

 
 

Purchases
 
(9,219
)
 
(36,468
)
Proceeds from dispositions
 
9,483

 
10,630

Proceeds from maturities
 
17,869

 
24,759

Property and equipment:
 
 
 
 
Purchases
 
(10,039
)
 
(11,032
)
Proceeds from sale of aircraft
 
12,159

 

Net cash provided by (used in) investing activities
 
20,253

 
(12,111
)

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Table of Contents

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

 
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
Cash flows from financing activities:
 
 
 
 
Purchase of treasury stock
 
$
(58,557
)
 
$
(20,769
)
Dividends paid
 
(15,812
)
 
(14,015
)
Proceeds from the exercise of stock options
 
374

 
277

Income tax benefit from stock-based compensation
 
3,036

 
307

Other
 
1,011

 
996

Net cash used in financing activities
 
(69,948
)
 
(33,204
)
 
 
 
 
 
Net decrease in cash and cash equivalents
 
(75,371
)
 
(46,297
)
Cash and cash equivalents at beginning of period
 
276,456

 
225,755

Cash and cash equivalents at end of period
 
$
201,085

 
$
179,458

 


See accompanying notes.

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Table of Contents

INSPERITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)


1.
Basis of Presentation

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

In addition to our PEO HR Outsourcing solutions, we offer Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial and Expense Management Services, Retirement Services and Insurance Services (collectively “Strategic Businesses” and formerly known as “Adjacent Businesses”), many of which are offered via desktop applications or cloud-based delivery models.  These other products and services are offered separately, in customizable bundles, or along with PEO HR Outsourcing solutions.

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

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

The accompanying Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements at and for the year ended December 31, 2014. Our Consolidated Balance Sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information or footnotes required by GAAP for complete financial statements.  Our Consolidated Balance Sheet at September 30, 2015 and our Consolidated Statements of Operations and Comprehensive Income for the three and nine month periods ended September 30, 2015 and 2014, our Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2015 and 2014, and our Consolidated Statement of Stockholders’ Equity for the nine month period ended September 30, 2015, have been prepared by us without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows, have been made.

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

2.
Accounting Policies

Health Insurance Costs

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

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

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Additionally, since the plan’s inception, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter. If the Plan Costs for a reporting quarter are greater than the premiums paid and owed to United, a deficit in the plan would be incurred and a liability for the excess costs would be accrued in our Consolidated Balance Sheets. On the other hand, if the Plan Costs for the reporting quarter are less than the premiums paid and owed to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums in our Consolidated Balance Sheets. The terms of the arrangement require us to maintain an accumulated cash surplus in the plan of $9.0 million, which is reported as long-term prepaid insurance. In addition, United requires a deposit equal to approximately one day of claims funding activity, which was $3.5 million as of September 30, 2015, and is reported as a long-term asset. As of September 30, 2015, Plan Costs were less than the net premiums paid and owed to United by $17.8 million. As this amount is in excess of the agreed-upon $9.0 million surplus maintenance level, the $8.8 million balance is included in prepaid insurance, a current asset, in our Consolidated Balance Sheets. The premiums owed to United at September 30, 2015 were $8.9 million, which is included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets. Benefits costs include changes in estimated claims run-off related to prior periods and consisted of a reduction of $0.8 million for the first nine of months of 2015 and an increase of $2.4 million for the first nine months of 2014.

Workers’ Compensation Costs

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

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

We employ a third party actuary to estimate our loss development rate, which is primarily based upon the nature of worksite employees’ job responsibilities, the location of worksite employees, the historical frequency and severity of workers’ compensation claims, and an estimate of future cost trends. Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into our workers’ compensation claims cost estimates. During the nine months ended September 30, 2015 and 2014, we reduced our workers’ compensation costs by $0.5 million and $3.0 million, respectively, for changes in estimated losses related to prior reporting periods. Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized in both the 2015 period and the 2014 period was 1.0%) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.


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

 
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
 
(in thousands)
 
 
 
 
 
Beginning balance, January 1,
 
$
136,088

 
$
120,833

Accrued claims
 
49,607

 
39,130

Present value discount
 
(1,816
)
 
(1,418
)
Paid claims
 
(28,735
)
 
(28,314
)
Ending balance
 
$
155,144

 
$
130,231

 
 
 
 
 
Current portion of accrued claims
 
$
43,056

 
$
57,222

Long-term portion of accrued claims
 
112,088

 
73,009

 
 
$
155,144

 
$
130,231


The current portion of accrued workers’ compensation costs on our Consolidated Balance Sheets at September 30, 2015 includes $2.7 million of workers’ compensation administrative fees.

As of September 30, 2015 and 2014, the undiscounted accrued workers’ compensation costs were $164.7 million and $140.0 million, respectively.

At the beginning of each policy period, the workers’ compensation insurance carrier establishes monthly funding requirements comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”). The level of claim funds is primarily based upon anticipated worksite employee payroll levels and expected workers’ compensation loss rates, as determined by the insurance carrier. Monies funded into the program for incurred claims expected to be paid within one year are recorded as restricted cash, a short-term asset, while the remainder of claim funds are included in deposits - workers’ compensation, a long-term asset in our Consolidated Balance Sheets. During the first nine months of 2015, we received $5.3 million for the return of excess claim funds related to the workers’ compensation program, which resulted in a decrease to deposits. During the first nine months of 2014, we paid the insurance carrier $7.2 million in claim funds for prior policy years, which increased deposits. As of September 30, 2015, we had restricted cash of $43.1 million and deposits - workers’ compensation of $121.2 million.

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


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3.
Cash, Cash Equivalents and Marketable Securities

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

 
 
September 30,
2015
 
December 31,
2014
 
 
(in thousands)
Overnight Holdings
 
 
 
 
Money market funds (cash equivalents)
 
$
173,586

 
$
271,840

Investment Holdings
 
 

 
 

Money market funds (cash equivalents)
 
21,301

 
14,125

Marketable securities
 
9,754

 
28,631

 
 
204,641

 
314,596

Cash held in demand accounts
 
17,748

 
20,369

Outstanding checks
 
(11,550
)
 
(29,878
)
Total cash, cash equivalents and marketable securities
 
$
210,839

 
$
305,087

 
 
 
 
 
Cash and cash equivalents
 
$
201,085

 
$
276,456

Marketable securities
 
9,754

 
28,631

Total cash, cash equivalents and marketable securities
 
$
210,839

 
$
305,087


Our cash and overnight holdings fluctuate based on the timing of clients’ payroll processing cycles.  Included in the cash, cash equivalents and marketable securities at September 30, 2015 and December 31, 2014, are $99.4 million and $152.1 million, respectively, of funds associated with federal and state income tax withholdings, employment taxes and other payroll deductions, as well as $40.5 million and $87.9 million in client prepayments, respectively.

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

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

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

 
 
Fair Value Measurements
 
 
(in thousands)
 
 
September 30,
2015
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Money market funds
 
$
194,887

 
$
194,887

 
$

 
$

Municipal bonds
 
9,754

 

 
9,754

 

Total
 
$
204,641

 
$
194,887

 
$
9,754

 
$

 

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Fair Value Measurements
 
 
(in thousands)
 
 
December 31,
2014
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Money market funds
 
$
285,965

 
$
285,965

 
$

 
$

Municipal bonds
 
28,631

 

 
28,631

 

Total
 
$
314,596

 
$
285,965

 
$
28,631

 
$


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

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

 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
 
 
 
(in thousands)
 
 
September 30, 2015
 
 
 
 
 
 
 
 
Municipal bonds
 
$
9,746

 
$
10

 
$
(2
)
 
$
9,754

 
 
 
 
 
 
 
 
 
December 31, 2014
 
 

 
 

 
 

 
 

Municipal bonds
 
$
28,626

 
$
16

 
$
(11
)
 
$
28,631


As of September 30, 2015, the contractual maturities of our marketable securities were as follows:

 
 
Amortized
Cost
 
Estimated
Fair Value
 
 
(in thousands)
 
 
 
 
 
Less than one year
 
$
6,294

 
$
6,297

One to five years
 
3,452

 
3,457

Total
 
$
9,746

 
$
9,754


4.
Impairment Charges and Other

In the first quarter of 2015, we entered into a plan to sell our two aircraft, and as a result, we recorded impairment and other charges of $9.8 million, representing the difference between the carrying value and the estimated fair value of the assets as well as a provision for potential settlement of a Texas sales and use tax assessment. In July 2015, we received proceeds, net of selling costs, of $12.2 million for both aircraft. As a result, we recorded an additional $1.3 million impairment charge in the second quarter of 2015.
 
During the second quarter of 2014, impairment indicators were identified in our Employment Screening business, which is a discrete reporting unit, due to changes in management, the reporting unit’s financial results and the loss of certain customers. As a result, at that time, we performed impairment tests for our Employment Screening business’ long-lived assets and goodwill and concluded that the assets were impaired. The impairments resulted primarily from lower projected revenue growth rates and profitability levels. Accordingly, in the second quarter of 2014, we recognized intangible asset impairments of $0.7 million and, upon completion of step two of the goodwill impairment test, we recognized a goodwill impairment charge of $1.8 million. The fair values of the long-lived assets and reporting unit were estimated using discounted cash flow models,

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which we believed appropriately estimated the fair values of the long-lived assets and reporting unit. The material assumptions used in the models included the weighted average cost of capital and long-term growth rates.  We considered these to be Level 3 fair value measures.

5.
Revolving Credit Facility

We have a $125 million revolving credit facility (the “Facility”), which may be increased to $150 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (the “Credit Agreement”). The Facility matures in February 2020.  The Facility contains both affirmative and negative covenants, which we believe are customary for arrangements of this nature.  At September 30, 2015, we were in compliance with all financial covenants under the Credit Agreement and had not drawn on the Facility. As of September 30, 2015, we had an outstanding $0.6 million letter of credit issued under the Facility.

6.
Stockholders' Equity

Our Board of Directors (the “Board”) has authorized a program to repurchase shares of our outstanding common stock (“Repurchase Program”).  The purchases are to be made from time to time in the open market or directly from stockholders at prevailing market prices based on market conditions and other factors. In May 2015, the Board increased the authorized number of shares to be repurchased under the Repurchase Program by one million.  During the nine months ended September 30, 2015, 1,065,692 shares were repurchased under the Repurchase Program and 114,523 shares not subject to the Repurchase Program were withheld to satisfy tax withholding obligations for the vesting of restricted stock awards.  As of September 30, 2015, we were authorized to repurchase an additional 703,073 shares under the Repurchase Program.

The Board declared quarterly dividends as follows:
 
 
2015
 
2014
 
 
(amounts per share)
 
 
 
 
 
First quarter
 
$
0.19

 
$
0.17

Second quarter
 
0.22

 
0.19

Third quarter
 
0.22

 
0.19


 During the nine months ended September 30, 2015 and 2014, we paid dividends totaling $15.8 million and $14.0 million, respectively.     

7.
Long-Term Incentive Plan

On March 30, 2015, we adopted the Insperity, Inc. Long-Term Incentive Program (the “LTIP”) under the Insperity, Inc. 2012 Incentive Plan (the “Plan”). The LTIP provides for performance-based long-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals.

Also on March 30, 2015, we granted performance units under the LTIP to our named executive officers and certain other officers. The total number of performance units granted based on the expected performance target level was 103,450. Each performance unit represents the right to receive one common share at a future date based on our performance against specified targets. Performance units have a vesting schedule of three years. The fair value of each performance unit is the market price of one common share on the date of grant. The compensation expense for such awards is recognized on a straight-line basis over the vesting terms. Over the performance period, the number of shares expected to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to the specified targets. As of September 30, 2015, the unrecognized compensation cost was $8.0 million.


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8.
Net Income per Share

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

The following table summarizes the net income allocated to common shares and the basic and diluted shares used in the net income per share computations:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in thousands)
 
 
 
 
 
 
 
 
 
Net income
 
$
11,950

 
$
8,385

 
$
33,051

 
$
19,840

Less distributed and undistributed earnings allocated to participating securities
 
(303
)
 
(243
)
 
(822
)
 
(576
)
Net income allocated to common shares
 
$
11,647

 
$
8,142

 
$
32,229

 
$
19,264

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
24,030

 
24,650

 
24,502

 
24,747

Incremental shares from assumed conversions of common stock options
 
6

 
2

 
7

 
5

Adjusted weighted average common shares outstanding
 
24,036

 
24,652

 
24,509

 
24,752

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

 
16

 

 
5


9.
Commitments and Contingencies

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

Federal Unemployment Taxes

Employers in certain states are experiencing higher Federal Unemployment Tax Act (“FUTA”) tax rates as a result of certain states not repaying their unemployment loans from the federal government in a timely manner. The Benefit Cost Ratio Add-On (“BCR”) is an additional tax on the FUTA wage base for employers in states that continue to have outstanding federal unemployment insurance loans beginning with the fifth year in which there is a balance due on the loan. States have the option to apply for a waiver before July 1st of the year in which the BCR is applicable. Four states are at risk for assessment of the BCR in 2015. We expect most states will be notified by the federal government in the fourth quarter of 2015 if a waiver has been granted in response to the state’s application. Accordingly, the potential additional FUTA tax associated with worksite employees in these four states was approximately $3.5 million as of September 30, 2015.

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

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

You should read the following discussion in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, as well as our Consolidated Financial Statements and notes thereto included in this quarterly report on Form 10-Q.

Results of Operations

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014.

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

 
 
Three Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
 
(in thousands, except per share and statistical data)
 
 
 
 
 
 
 
Revenues (gross billings of $3.826 billion and $3.362 billion, less worksite employee payroll cost of $3.200 billion and $2.802 billion, respectively)
 
$
626,286

 
$
560,303

 
11.8
 %
Gross profit
 
106,743

 
100,817

 
5.9
 %
Operating expenses
 
86,807

 
86,357

 
0.5
 %
Operating income
 
19,936

 
14,460

 
37.9
 %
Other income
 
19

 
43

 
(55.8
)%
Net income
 
11,950

 
8,385

 
42.5
 %
Diluted net income per share of common stock
 
0.48

 
0.33

 
45.5
 %
Adjusted net income(1)
 
14,171

 
9,946

 
42.5
 %
Adjusted diluted net income per share of common stock(1)
 
0.57

 
0.39

 
46.2
 %
Adjusted EBITDA(1)
 
28,278

 
22,610

 
25.1
 %
 
 
 
 
 
 
 
Statistical Data:
 
 

 
 

 
 

Average number of worksite employees paid per month
 
149,086

 
131,545

 
13.3
 %
Revenues per worksite employee per month(2)
 
$
1,400

 
$
1,420

 
(1.4
)%
Gross profit per worksite employee per month
 
239

 
255

 
(6.3
)%
Operating expenses per worksite employee per month
 
194

 
218

 
(11.0
)%
Operating income per worksite employee per month
 
45

 
37

 
21.6
 %
Net income per worksite employee per month
 
27

 
21

 
28.6
 %
 ____________________________________
 
(1) 
Please read “Non-GAAP Financial Measures” for a reconciliation of the non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.

(2) 
Gross billings of $8,555 and $8,519 per worksite employee per month, less payroll cost of $7,155 and $7,099 per worksite employee per month, respectively.

Revenues

Our revenues for the third quarter of 2015 increased 11.8% over the 2014 period, primarily due to a 13.3% increase in the average number of worksite employees paid per month, partially offset by a 1.4%, or $20, decrease in revenues per worksite employee per month.


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We provide our PEO HR Outsourcing solutions to small and medium-sized businesses in strategically selected markets throughout the United States. By region, our PEO HR Outsourcing solutions revenue change from the third quarter of 2014 and distribution for the quarters ended September 30, 2015 and 2014 were as follows:

 
 
Three Months Ended 
 September 30,
 
Three Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
 
(in thousands)
 
(% of total revenue)
 
 
 
 
 
 
 
 
 
 
 
Northeast
 
$
156,700

 
$
142,376

 
10.1
%
 
25.5
%
 
25.9
%
Southeast
 
64,420

 
53,615

 
20.2
%
 
10.5
%
 
9.8
%
Central
 
95,628

 
79,448

 
20.4
%
 
15.6
%
 
14.5
%
Southwest
 
155,581

 
150,404

 
3.4
%
 
25.4
%
 
27.4
%
West
 
141,353

 
123,531

 
14.4
%
 
23.0
%
 
22.4
%
 
 
613,682

 
549,374

 
11.7
%
 
100.0
%
 
100.0
%
Other revenue(1)
 
12,604

 
10,929

 
15.3
%
 
 
 
 
Total revenue
 
$
626,286

 
$
560,303

 
11.8
%
 
 
 
 
_____________________________

(1) Comprised primarily of revenues generated by our Strategic Businesses.

The percentage of total PEO HR Outsourcing solutions revenues in our significant markets include the following:
 
 
Three Months Ended September 30,
 
 
2015
 
2014
 
 
 
 
 
Texas
 
23.6
%
 
25.3
%
California
 
18.3
%
 
17.8
%
New York
 
9.4
%
 
9.6
%
Other
 
48.7
%
 
47.3
%
Total
 
100.0
%
 
100.0
%

Our growth in the number of worksite employees paid is affected by three primary sources: new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs.  During the third quarter of 2015, we saw improvement in worksite employees paid from each of these sources as compared to the third quarter of 2014.

Gross Profit

Gross profit for the third quarter of 2015 increased 5.9% over the third quarter of 2014 to $106.7 million.  The average gross profit per worksite employee decreased 6.3% to $239 per month in the 2015 period from $255 per month in the 2014 period.  Included in gross profit in both the 2015 and 2014 periods is an $18 per worksite employee per month contribution from our Strategic Businesses.

Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by maintaining revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.  Our revenues per worksite employee per month during the third quarter of 2015 decreased 1.4% compared to the third quarter of 2014. Our direct costs, which primarily include payroll taxes, benefits and workers’ compensation expenses, decreased 0.3% to $1,161 per worksite employee per month in the third quarter of 2015 compared to $1,165 in the third quarter of 2014.  The primary direct cost components changed as follows:

Benefits costs – The cost of group health insurance and related employee benefits decreased $1 per worksite employee per month, but increased 1.9% on a cost per covered employee basis, compared to the third quarter of 2014. Our benefits costs incurred in the third quarter of 2015 reflect favorable claim trends due to reductions in COBRA participation levels. Included in 2014 benefits costs is a reduction of $6.4 million, or $16 per worksite employee per

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month for changes in estimated claims run-off related to prior periods. The percentage of worksite employees covered under our health insurance plans was 69.7% in the 2015 period compared to 71.2% in the 2014 period. Please read Note 2 to the Consolidated Financial Statements, “Accounting Policies – Health Insurance Costs,” for a discussion of our accounting for health insurance costs.

Workers’ compensation costs – Workers’ compensation costs increased 15.5%, or $1 per worksite employee per month, compared to the third quarter of 2014, primarily due to a 13.3% increase in the average number of worksite employees paid per month.  As a percentage of non-bonus payroll cost, workers’ compensation costs were 0.70% in the 2015 period compared to 0.68% in the 2014 period. Please read Note 2 to the Consolidated Financial Statements, “Accounting Policies – Workers’ Compensation Costs,” for a discussion of our accounting for workers’ compensation costs.

Payroll tax costs – Payroll taxes increased 12.8%, but decreased $2 on a per worksite employee per month basis, compared to the third quarter of 2014, primarily due to a 14.2% increase in payroll costs, partially offset by lower unemployment tax rates. Payroll taxes as a percentage of payroll cost were 6.3% in both the 2015 and the 2014 periods.

Operating Expenses

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

 
 
Three Months Ended 
 September 30,
 
Three Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
 
(in thousands)
 
(per worksite employee per month)
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries, wages and payroll taxes
 
$
51,329

 
$
49,384

 
3.9
 %
 
$
115

 
$
125

 
(8.0
)%
Stock-based compensation
 
3,710

 
2,701

 
37.4
 %
 
8

 
7

 
14.3
 %
Commissions
 
4,516

 
3,790

 
19.2
 %
 
10

 
10

 

Advertising
 
3,574

 
4,885

 
(26.8
)%
 
8

 
12

 
(33.3
)%
General and administrative expenses
 
19,191

 
20,295

 
(5.4
)%
 
43

 
51

 
(15.7
)%
Depreciation and amortization
 
4,487

 
5,302

 
(15.4
)%
 
10

 
13

 
(23.1
)%
Total operating expenses
 
$
86,807

 
$
86,357

 
0.5
 %
 
$
194

 
$
218

 
(11.0
)%

Operating expenses increased 0.5% to $86.8 million compared to $86.4 million in the third quarter of 2014. Operating expenses per worksite employee per month decreased to $194 in the 2015 period from $218 in the 2014 period. The components of operating expenses changed as follows:

Salaries, wages and payroll taxes of corporate and sales staff increased 3.9%, but decreased $10 on a per worksite employee per month basis, compared to the 2014 period.  This increase was primarily due to a 4.1% increase in corporate headcount, primarily due to a 16.5% increase in the number of Business Performance Advisors.

Stock-based compensation increased 37.4%, or $1 per worksite employee per month, compared to the 2014 period.  This increase was primarily due to awards issued under the new Insperity, Inc. Long-Term Incentive Program (the “LTIP”). Please read Note 7 to the Consolidated Financial Statements, “Long-Term Incentive Plan,” for additional information.

Commissions expense increased 19.2%, but remained flat on a per worksite employee per month basis, compared to the 2014 period, primarily due to commissions associated with our PEO HR Outsourcing solutions.

Advertising costs decreased 26.8%, or $4 per worksite employee per month, compared to the 2014 period, primarily due to reduced spending on radio and television advertising.

General and administrative expenses decreased 5.4%, or $8 per worksite employee per month, compared to the 2014 period, due in part to lower spending on professional fees and on repair and maintenance costs associated with the two aircraft sold in July 2015. Please read Note 4 to the Consolidated Financial Statements, “Impairment Charges and Other,” for additional information


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Depreciation and amortization expense decreased 15.4%, or $3 per worksite employee per month compared to the 2014 period, primarily due to the July 2015 sale of our two aircraft, which eliminated the depreciation on those assets. Please read Note 4 to the Consolidated Financial Statements, “Impairment Charges and Other,” for additional information.

Income Tax Expense

Our effective income tax rate was 40.1% in the 2015 period compared to 42.2% in the 2014 period.  Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses.

Operating and Net Income

Operating and net income per worksite employee per month was $45 and $27 in the 2015 period, versus $37 and $21 in the 2014 period.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014.

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

 
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
 
(in thousands, except per share and statistical data)
 
 
 
 
 
 
 
Revenues (gross billings of $11.469 billion and $10.231 billion, less worksite employee payroll cost of $9.515 billion and $8.469 billion, respectively)
 
$
1,953,603

 
$
1,761,923

 
10.9
 %
Gross profit
 
340,822

 
302,446

 
12.7
 %
Operating expenses(1)
 
285,149

 
267,981

 
6.4
 %
Operating income
 
55,673

 
34,465

 
61.5
 %
Other income (expense)
 
(14
)
 
100

 
(114.0
)%
Net income
 
33,051

 
19,840

 
66.6
 %
Diluted net income per share of common stock
 
1.32

 
0.78

 
69.2
 %
Adjusted net income(2)
 
46,578

 
26,197

 
77.8
 %
Adjusted diluted net income per share of common stock(2)
 
1.86

 
1.03

 
80.6
 %
Adjusted EBITDA(2)
 
93,211

 
61,504

 
51.6
 %
 
 
 
 
 
 
 
Statistical Data:
 
 

 
 

 
 

Average number of worksite employees paid per month
 
143,392

 
128,703

 
11.4
 %
Revenues per worksite employee per month(3)
 
$
1,514

 
$
1,521

 
(0.5
)%
Gross profit per worksite employee per month
 
264

 
261

 
1.1
 %
Operating expenses per worksite employee per month
 
221

 
231

 
(4.3
)%
Operating income per worksite employee per month
 
43

 
30

 
43.3
 %
Net income per worksite employee per month
 
26

 
17

 
52.9
 %
 ____________________________________

(1) 
Includes non-cash impairment and other charges of $11.1 million, or $0.26 per share in the 2015 period and $2.5 million, or $0.06 per share in the 2014 period. Please read Note 4 to the Consolidated Financial Statements, “Impairment Charges and Other,” for additional information.

(2) 
Please read “Non-GAAP Financial Measures” for a reconciliation of the non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.

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(3) 
Gross billings of $8,887 and $8,832 per worksite employee per month, less payroll cost of $7,373 and $7,311 per worksite employee per month, respectively.

Revenues

Our revenues for the nine months ended September 30, 2015 increased 10.9% over the 2014 period, primarily due to an 11.4% increase in the average number of worksite employees paid per month, partially offset by a 0.5%, or $7, decrease in revenues per worksite employee per month.

We provide our PEO HR Outsourcing solutions to small and medium-sized businesses in strategically selected markets throughout the United States. By region, our PEO HR Outsourcing solutions revenue change from the first nine months of 2014 and distribution for the nine months ended September 30, 2015 and 2014 were as follows:
 
 
Nine Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
 
(in thousands)
 
(% of total revenue)
 
 
 
 
 
 
 
 
 
 
 
Northeast
 
$
500,899

 
$
451,505

 
10.9
%
 
26.1
%
 
26.1
%
Southeast
 
193,970

 
169,472

 
14.5
%
 
10.1
%
 
9.8
%
Central
 
294,464

 
249,497

 
18.0
%
 
15.4
%
 
14.4
%
Southwest
 
489,790

 
471,218

 
3.9
%
 
25.5
%
 
27.2
%
West
 
438,758

 
389,642

 
12.6
%
 
22.9
%
 
22.5
%
 
 
1,917,881

 
1,731,334

 
10.8
%
 
100.0
%
 
100.0
%
Other revenue(1)
 
35,722

 
30,589

 
16.8
%
 
 
 
 
Total revenue
 
$
1,953,603

 
$
1,761,923

 
10.9
%
 
 
 
 
______________________________

(1) Comprised primarily of revenues generated by our Strategic Businesses.

The percentage of total PEO HR Outsourcing solutions revenues in our significant markets include the following:
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
 
 
 
 
Texas
 
23.8
%
 
25.2
%
California
 
18.2
%
 
17.8
%
New York
 
9.7
%
 
9.8
%
Other
 
48.3
%
 
47.2
%
Total
 
100.0
%
 
100.0
%

Our growth in the number of worksite employees paid is affected by three primary sources: new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs.  During the first nine months of 2015, we saw improvement in worksite employees paid from each of these sources as compared to the first nine months of 2014.

Gross Profit

Gross profit for the first nine months of 2015 increased 12.7% compared to the first nine months of 2014 to $340.8 million.  The average gross profit per worksite employee increased 1.1% to $264 per month in the 2015 period from $261 per month in the 2014 period.  Included in gross profit in 2015 is a $17 per worksite employee per month contribution from our Strategic Businesses compared to $16 per worksite employee per month in the 2014 period.


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Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by maintaining revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.  Our revenues during the first nine months of 2015 decreased 0.5% per worksite employee per month compared to the first nine months of 2014. Our direct costs, which primarily include payroll taxes, benefits and workers’ compensation expenses, decreased 0.8% to $1,250 per worksite employee per month in the first nine months of 2015 compared to $1,260 in the first nine months of 2014.  The primary direct cost components changed as follows:

Benefits costs – The cost of group health insurance and related employee benefits decreased $12 per worksite employee per month, or 0.2% on a cost per covered employee basis, compared to the first nine months of 2014.  Our benefits costs incurred in the first nine months of 2015 reflect reductions in COBRA participation levels and includes a reduction in estimated claims run-off related to prior periods of $0.8 million, or $1 per worksite employee per month. Benefits costs incurred in the first nine months of 2014 included an increase in estimated claims run-off related to prior periods of $2.4 million, or $2 per worksite employee per month. The percentage of worksite employees covered under our health insurance plans was 70.5% in the 2015 period compared to 71.7% in the 2014 period. Please read Note 2 to the Consolidated Financial Statements, “Accounting Policies – Health Insurance Costs,” for a discussion of our accounting for health insurance costs.

Workers’ compensation costs – Workers’ compensation costs increased 20.9%, or $4 per worksite employee per month, compared to the first nine months of 2014, primarily due to higher incurred claim levels and an 11.4% increase in the average number of worksite employees paid per month.  As a percentage of non-bonus payroll cost, workers’ compensation costs were 0.70% in the 2015 period compared to 0.65% in the 2014 period.  Please read Note 2 to the Consolidated Financial Statements, “Accounting Policies – Workers’ Compensation Costs,” for a discussion of our accounting for workers’ compensation costs.

Payroll tax costs – Payroll taxes increased 11.1%, but decreased $1 per worksite employee per month, compared to the first nine months of 2014, primarily due to a 12.4% increase in payroll costs, partially offset by lower unemployment tax rates. Payroll taxes as a percentage of payroll cost were 7.3% in the 2015 period and 7.4% in the 2014 period.  

Operating Expenses

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

 
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
 
(in thousands)
 
(per worksite employee per month)
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries, wages and payroll taxes
 
$
158,311

 
$
148,245

 
6.8
 %
 
$
123

 
$
128

 
(3.9
)%
Stock-based compensation
 
10,174

 
8,346

 
21.9
 %
 
8

 
7

 
14.3
 %
Commissions
 
12,923

 
10,753

 
20.2
 %
 
10

 
9

 
11.1
 %
Advertising
 
14,681

 
18,182

 
(19.3
)%
 
11

 
16

 
(31.3
)%
General and administrative expenses
 
63,578

 
64,143

 
(0.9
)%
 
49

 
55

 
(10.9
)%
Impairment charges and other
 
11,120

 
2,485

 
347.5
 %
 
9

 
2

 
350.0
 %
Depreciation and amortization
 
14,362

 
15,827

 
(9.3
)%
 
11

 
14

 
(21.4
)%
Total operating expenses
 
$
285,149

 
$
267,981

 
6.4
 %
 
$
221

 
$
231

 
(4.3
)%

Operating expenses increased 6.4% to $285.1 million compared to $268.0 million in the first nine months of 2014.  We recorded impairment and other charges of $11.1 million and $2.5 million during first nine months of 2015 and 2014, respectively. Please read Note 4 to the Consolidated Financial Statements, “Impairment Charges and Other,” for additional information. Adjusted operating expenses increased 2.6% to $272.5 million from $265.5 million in the first nine months of 2014. Please read “Non-GAAP Financial Measures,” for additional information. Operating expenses per worksite employee per month decreased to $221 in the 2015 period from $231 in the 2014 period. The components of operating expenses changed as follows:

Salaries, wages and payroll taxes of corporate and sales staff increased 6.8%, but decreased $5 on a per worksite employee per month basis, compared to the 2014 period. This increase was primarily due to higher incentive

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compensation accruals as a result of improved operating results and a 2.1% rise in corporate headcount, primarily due to an 11.2% increase in the number of Business Performance Advisors.

Stock-based compensation increased 21.9%, or $1 per worksite employee per month, compared to the 2014 period.  This increase was primarily due to awards issued under the new LTIP. Please read Note 7 to the Consolidated Financial Statements, “Long-Term Incentive Plan,” for additional information.

Commissions expense increased 20.2%, or $1 per worksite employee per month, compared to the 2014 period, primarily due to commissions associated with our PEO HR Outsourcing solutions.

Advertising costs decreased 19.3%, or $5 per worksite employee per month, compared to the 2014 period, primarily due to reduced spending on radio and television advertising and sponsorships.

General and administrative expenses, which includes $1.5 million in stockholder advisory expenses in the 2015 period, decreased 0.9%, or $6 per worksite employee per month compared to the 2014 period. This decrease was due in part to lower consulting and professional fees.

Depreciation and amortization expense decreased 9.3%, or $3 per worksite employee per month compared to the 2014 period, primarily due to the July 2015 sale of our two aircraft, which eliminated the depreciation on those assets. Please read Note 4 to the Consolidated Financial Statements, “Impairment Charges and Other,” for additional information.

Income Tax Expense

Our effective income tax rate was 40.6% in the 2015 period compared to 42.6% in the 2014 period.  Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes, non-deductible expenses, and the effects of the impairment charges recorded during the period.

Operating and Net Income

Operating and net income per worksite employee per month was $43 and $26 in the 2015 period, versus $30 and $17 in the 2014 period.

Non-GAAP Financial Measures

Non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used to their most directly comparable GAAP financial measures as provided in the tables below.

Non-bonus payroll cost is a non-GAAP financial measure that excludes the impact of bonus payrolls paid to our worksite employees.  Bonus payroll cost varies from period to period, but has no direct impact to our ultimate workers’ compensation costs under the current program.  As a result, our management refers to non-bonus payroll cost in analyzing, reporting and forecasting our workers’ compensation costs.  We include these non-GAAP financial measures because we believe they are useful to investors in allowing for greater transparency related to the costs incurred under our current workers’ compensation program.  


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Following is a GAAP to non-GAAP reconciliation of non-bonus payroll costs:

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
 
(in thousands, except per worksite employee per month data)
GAAP to non-GAAP reconciliation:
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost (GAAP)
 
$
3,199,788

 
$
2,801,722

 
14.2
 %
 
$
9,515,662

 
$
8,468,804

 
12.4
 %
Less: Bonus payroll cost
 
262,445

 
204,405

 
28.4
 %
 
1,038,315

 
947,751

 
9.6
 %
Non-bonus payroll cost
 
$
2,937,343

 
$
2,597,317

 
13.1
 %
 
$
8,477,347

 
$
7,521,053

 
12.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll cost per worksite employee per month (GAAP)
 
$
7,155

 
$
7,099

 
0.8
 %
 
$
7,373

 
$
7,311

 
0.8
 %
Less: Bonus payroll cost per worksite employee per month
 
588

 
518

 
13.5
 %
 
805

 
818

 
(1.6
)%
Non-bonus payroll cost per worksite employee per month
 
$
6,567

 
$
6,581

 
(0.2
)%
 
$
6,568

 
$
6,493

 
1.2
 %

Adjusted cash, cash equivalents and marketable securities excludes funds associated with federal and state income tax withholdings, employment taxes and other payroll deductions, as well as client prepayments. Insperity management believes adjusted cash, cash equivalents and marketable securities is a useful measure of the company’s available funds.

Following is a GAAP to non-GAAP reconciliation of cash, cash equivalents and marketable securities:
 
 
September 30,
2015
 
December 31,
2014
 
 
(in thousands)
 
 
 
 
 
Cash, cash equivalents and marketable securities (GAAP)
 
$
210,839

 
$
305,087

Less: Amounts payable for withheld federal and state income taxes, employment taxes and other payroll deductions
 
99,382

 
152,132

Customer prepayments
 
40,533

 
87,887

Adjusted cash, cash equivalents and marketable securities
 
$
70,924

 
$
65,068


Adjusted operating expenses represent operating expenses excluding the impact of impairment and other charges related to the sale of two aircraft and stockholder advisory expenses in 2015, and an impairment charge associated with our Employment Screening reporting unit in 2014. Insperity management believes adjusted operating expenses is a useful measure of our operating costs, as it allows for additional analysis of our operating expenses separate from the impact of these items.

Following is a GAAP to non-GAAP reconciliation of operating expenses and adjusted operating expenses:

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change