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, 2020, as well as our Consolidated
Financial Statements and notes thereto included in this Quarterly Report on Form
10-Q.
Executive Summary
Overview
Insperity, Inc. ("Insperity," "we," "our," and "us") provides an array of human
resources ("HR") and business solutions designed to help improve business
performance. Our most comprehensive HR services offerings are provided through
our professional employer organization ("PEO") services, known as Workforce
Optimization® and Workforce SynchronizationTM solutions (together, our "PEO HR
Outsourcing solutions"), which we provide by entering into a co-employment
relationship with our clients. Our PEO HR Outsourcing solutions encompass a
broad range of HR functions, including payroll and employment administration,
employee benefits, workers' compensation, government compliance, performance
management, and training and development services, along with our cloud-based
human capital management solution, the Insperity PremierTM platform.
COVID-19 Pandemic
The effects of the COVID-19 pandemic, including actions taken by businesses and
governments, have resulted in significant changes in U.S. economic activity. As
the duration of the pandemic and such economic impacts remain uncertain, we have
planned for a range of scenarios and have modified certain business and
workforce practices. To conform to government restrictions and best practices,
we have taken steps designed to keep our staff safe while continuing to serve
clients, including implementing flexible remote working arrangements for our
employees and providing extra safety measures at corporate facilities. To serve
our clients, we have instituted a number of service offerings and developed
COVID-19 resources to assist clients with obtaining government provided tax
credits, tax deferrals, loans and loan forgiveness and to provide guidance to
assist clients with addressing the challenges faced by employers as a result of
the pandemic. These service offerings and guidance to assist clients during the
pandemic included additional benefits support, remote workforce transition,
monitoring and educating on regulatory changes, including vaccine mandates;
return to the workplace and workplace safety.
In the third quarter of 2021 ("Q3 2021"), the average number of WSEEs paid per
month increased 11.1% year-over-year as the Q3 2021 increase in WSEEs paid at
existing clients combined with WSEEs paid from new sales exceeded the third
quarter of 2020 ("Q3 2020") levels. We expect the average number of paid WSEEs
per month to increase between 11.0% and 12.0% in the fourth quarter of 2021 as
compared to the fourth quarter of 2020, which, if achieved, would equate to the
average number of paid WSEEs per month growing 3.1% to 4.1% sequentially from
the third quarter of 2021.
We experienced a 10.3% increase in the year-over-year benefits costs per covered
employee during the first nine months of 2021 as compared to the first nine
months of 2020, which had substantially lower costs primarily due to the
significant decrease in benefits utilization that we experienced during the
second quarter of 2020. During the second quarter of 2020, we experienced a
10.7% decrease in benefits costs per covered employee due primarily to lower
utilization of medical services by plan participants as a result of the COVID-19
pandemic, including in response to COVID-19 governmental requirements or
guidance related to the deferral of non-essential medical procedures and
shelter-in-place and similar orders. During the remainder of 2021 and possibly
beyond 2021, benefits costs are expected to continue to be affected by the
dynamics of the pandemic, including the impact on healthcare utilization and
incremental COVID-19 testing, vaccine and treatment costs. This may result in a
higher level of healthcare claims costs than our historical claim cost trends.
While we have experienced a reduced frequency in workers' compensation claims
during the COVID-19 pandemic, the COVID-19 pandemic has not had a material
impact on our workers' compensation cost estimate; however, the ultimate impact
of COVID-19 on our workers' compensation program remains uncertain.
The extent to which our future results are affected by the COVID-19 pandemic
will depend on various factors and consequences beyond our control, such as the
scope, duration and magnitude of the pandemic, impacts of changes in or variants
of the COVID-19 virus, actions by businesses and governments in response to the
pandemic, including programs designed to assist small and medium-sized
businesses with the economic impact of the pandemic; and the
Insperity | 2021 Third Quarter Form 10-Q       20


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


speed and effectiveness of responses to combat the virus, including the
development, availability and acceptance of therapeutics and vaccines. See Part
II, Item 1A. "Risk Factors" for additional information.
2021 Highlights
Third Quarter 2021 Compared to Third Quarter 2020
•Average number of WSEEs paid per month increased 11.1%
•Net income and diluted earnings per share ("diluted EPS") increased 36.4% and
37.3% to $27.3 million and $0.70, respectively
•Adjusted EPS decreased 2.2% to $0.89
•Adjusted EBITDA increased 4.5% to $60.1 million
First Nine Months 2021 Compared to First Nine Months 2020
•Average number of WSEEs paid per month increased 5.2%
•Net income and diluted EPS decreased 14.6% and 14.3% to $114.4 million and
$2.94, respectively
•Adjusted EPS decreased 12.8% to $3.62
•Adjusted EBITDA decreased 10.5% to $224.6 million
Please read "Non-GAAP Financial Measures" for a reconciliation of adjusted
EBITDA and adjusted EPS to their most directly comparable financial measures
calculated and presented in accordance with accounting principles generally
accepted in the United States ("GAAP").
Insperity | 2021 Third Quarter Form 10-Q       21


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


Key Financial and Statistical Data



(in thousands, except per                 Three Months Ended September 30,                           Nine Months Ended September 30,
share, WSEE and statistical
data)                                  2021              2020          % Change                   2021              2020          % Change

Financial data:
Revenues                        $      1,209,628    $ 1,007,820              20.0  %       $      3,681,834    $ 3,230,669              14.0  %
Gross profit                             198,479        185,033               7.3  %                649,478        639,304               1.6  %
Operating expenses                       158,876        156,261               1.7  %                490,828        452,324               8.5  %
Operating income                          39,603         28,772              37.6  %                158,650        186,980             (15.2) %
Other income (expense)                    (1,712)        (1,628)              5.2  %                 (3,307)        (3,961)            (16.5) %
Net income                                27,296         20,009              36.4  %                114,372        133,952             (14.6) %
Diluted EPS                                 0.70           0.51              37.3  %                   2.94           3.43             (14.3) %

Non-GAAP financial measures(1):
Adjusted net income             $         34,793    $    35,389              (1.7) %       $        140,851    $   161,928             (13.0) %
Adjusted EBITDA                           60,133         57,558               4.5  %                224,560        250,770             (10.5) %
Adjusted EPS                                0.89           0.91              (2.2) %                   3.62           4.15             (12.8) %

Average WSEEs paid                       257,560        231,750              11.1  %                244,667        232,553               5.2  %

Statistical data (per WSEE per month):
Revenues(2)                     $          1,565    $     1,450               7.9  %       $          1,672    $     1,544               8.3  %
Gross profit                                 257            266              (3.4) %                    295            305              (3.3) %
Operating expenses                           206            225              (8.4) %                    223            216               3.2  %
Operating income                              51             41              24.4  %                     72             89             (19.1) %
Net income                                    35             29              20.7  %                     52             64             (18.8) %

____________________________________


(1)Please read "Non-GAAP Financial Measures" for a reconciliation of the
non-GAAP financial measures to their most directly comparable financial measures
calculated and presented in accordance with GAAP.
(2)Revenues per WSEE per month are comprised of gross billings per WSEE per
month less WSEE payroll costs per WSEE per month as follows:
                                                           Three Months Ended            Nine Months Ended September
                                                              September 30,                          30,
(per WSEE per month)                                        2021          2020                2021          2020
Gross billings                                         $    10,346    $   9,441          $    10,755    $   9,726
Less: WSEE payroll cost                                      8,781        7,991                9,083        8,182
Revenues                                               $     1,565    $   1,450          $     1,672    $   1,544

Insperity | 2021 Third Quarter Form 10-Q 22

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


Results of Operations
Key Operating Metrics
We monitor certain key metrics to measure our performance, including:
•WSEEs
•Adjusted EBITDA
•Adjusted EPS
Our growth in the number of WSEEs paid is affected by three primary sources: new
client sales, client retention and the net change in WSEEs paid at existing
clients through new hires and layoffs.

•During Q3 2021, WSEEs paid increased 11.1% compared to Q3 2020. The number of
WSEEs paid from new client sales and client retention improved compared to Q3
2020 and the net gain (loss) in our client base improved compared to Q3 2020 as
clients continue to recover from the effects of the pandemic.

•During the first nine months of 2021 ("YTD 2021"), WSEEs paid increased 5.2%
compared to the first nine months of 2020 ("YTD 2020"). The number of WSEEs paid
from new client sales improved compared to YTD 2020 and the net gain (loss) in
our client base improved compared to YTD 2020 as clients continue to recover
from the effects of the pandemic. Client retention remained consistent compared
to YTD 2020.

                             Average WSEEs Paid and
                        Year-over-Year Growth Percentage
                     [[Image Removed: nsp-20210930_g2.jpg]]

Insperity | 2021 Third Quarter Form 10-Q 23

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


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


                     [[Image Removed: nsp-20210930_g3.jpg]]

            Adjusted EPS and
    Year-over-Year Growth Percentage
           (amounts per share)


                     [[Image Removed: nsp-20210930_g4.jpg]]

Revenues


Our PEO HR Outsourcing solutions revenues are primarily derived from our gross
billings, which are based on (1) the payroll cost of our WSEEs and (2) a monthly
markup component .
Our revenues are primarily dependent on the number of clients enrolled, the
resulting number of WSEEs paid each period and the number of WSEEs enrolled in
our benefit plans. Because our monthly markup is computed in part as a
percentage of payroll cost, certain revenues are also affected by the payroll
cost of WSEEs, which may fluctuate based on the composition of the WSEE base,
inflationary effects on wage levels and differences in the local economies of
our markets.
Insperity | 2021 Third Quarter Form 10-Q       24


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


                                  Revenue and
                        Year-over-Year Growth Percentage
                                 (in thousands)
                     [[Image Removed: nsp-20210930_g5.jpg]]
Third Quarter 2021 Compared to Third Quarter 2020
Our revenues for Q3 2021 were $1.2 billion, an increase of 20.0%, primarily due
to the following:
•Average WSEEs paid increased 11.1%.
•Revenues per WSEE per month increased 7.9%, or $115, on 3.9% higher average
pricing, as well as the non-recurrence of the 2020 FICA deferral credits of
$40.2 million.
First Nine Months 2021 Compared to First Nine Months 2020
Our revenues for YTD 2021 were $3.7 billion, an increase of 14.0%, primarily due
to the following:
•Average WSEEs paid increased 5.2%.
•Revenues per WSEE per month increased 8.3%, or $128, on 5.2% higher average
pricing, as well as the non-recurrence of the 2020 FICA deferral credits of
$85.0 million and $11.6 million of comprehensive service fee credits.
Insperity | 2021 Third Quarter Form 10-Q       25


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


We provide our PEO HR Outsourcing solutions to small and medium-sized businesses throughout the United States. Our PEO HR Outsourcing solutions revenue distribution by region follows:


                 PEO HR Outsourcing Solutions Revenue by Region
                                 (in thousands)

[[Image Removed: nsp-20210930_g6.jpg]] [[Image Removed: nsp-20210930_g7.jpg]] ________________________________________________________ (1)The Southwest region includes Texas.

The percentage of total PEO HR Outsourcing solutions revenue in our significant markets includes the following:


                              Significant Markets
 [[Image Removed: nsp-20210930_g8.jpg]]  [[Image Removed: nsp-20210930_g9.jpg]]
We believe the middle market sector, which we generally define as those
companies with employees ranging from approximately 150 to 5,000 WSEEs, has
historically been under-served by the PEO industry. Currently, we have a
dedicated sales management, service personnel, and consulting staff who
concentrate solely on the middle market sector. Our average number of WSEEs per
month in our middle market sector increased 2.4% during YTD 2021 compared to YTD
2020, representing approximately 23.7% and 24.4% of our total average paid WSEEs
during YTD 2021 and YTD 2020, respectively.
Insperity | 2021 Third Quarter Form 10-Q       26


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


Gross Profit
In determining the pricing of the markup component of our gross billings, we
take into consideration our estimates of the costs directly associated with our
WSEEs, including payroll taxes, benefits and workers' compensation costs, plus
an acceptable gross profit margin. As a result, our operating results are
significantly impacted by our ability to accurately estimate, control and manage
our direct costs relative to the revenues derived from the markup component of
our gross billings.
Our gross profit per WSEE is primarily determined by our ability to accurately
estimate and control direct costs and our ability to incorporate changes in
these costs into the gross billings charged to PEO HR Outsourcing solutions
clients, which are subject to pricing arrangements that are typically renewed
annually. We use gross profit per WSEE per month as our principal measurement of
relative performance at the gross profit level.
            Gross Profit and
    Year-over-Year Growth Percentage
             (in thousands)


                    [[Image Removed: nsp-20210930_g10.jpg]]

   Gross Profit per WSEE per Month and
    Year-over-Year Growth Percentage


                    [[Image Removed: nsp-20210930_g11.jpg]]

Insperity | 2021 Third Quarter Form 10-Q 27

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


Third Quarter 2021 Compared to Third Quarter 2020
Gross profit for Q3 2021 increased 7.3% to $198.5 million compared to $185.0
million in Q3 2020. Gross profit per WSEE per month for Q3 2021 decreased $9 to
$257 compared to $266 in Q3 2020 due primarily to higher direct costs, offset in
part by higher average pricing, as discussed below.
Our pricing objectives attempt to achieve a level of revenue per WSEE that
matches or exceeds changes in primary direct costs and operating expenses. Our
revenues per WSEE per month increased $115 due to higher average pricing, as
well as the non-recurrence of the 2020 FICA deferral elections by clients
pursuant to the CARES Act.
The net increase in direct costs between Q3 2021 and Q3 2020 attributable to the
changes in cost estimates for benefits and workers' compensation totaled $6.1
million as discussed below. The $124 per WSEE per month increase in direct costs
is due primarily to the direct cost components changes as follows:
Benefits costs
•The cost of group health insurance and related employee benefits increased $27
per WSEE per month and increased 6.0% on a cost per covered employee basis. In
Q3 2021, benefits costs continued to reflect the dynamics of the pandemic,
including increased utilization of our health plan and COVID-19 related
vaccination, testing and treatment costs.
•The percentage of WSEEs covered under our health insurance plans was 66.4% in
Q3 2021 compared to 67.9% in Q3 2020.
•Reported results include changes in estimated claims run-off related to prior
periods, which was a decrease in costs of $3.7 million, or $5 per WSEE per
month, in Q3 2021 compared to a reduction in costs of $7.7 million, or $11 per
WSEE per month, in Q3 2020.
Please read Note 2 to the Consolidated Financial Statements, "Accounting
Policies - Health Insurance Costs," for a discussion of our accounting for
health insurance costs.
Workers' compensation costs
Our continued discipline around our client selection, safety and claims
management has allowed for claims within our policy periods to be closed out at
amounts below our original cost estimates.
•Workers' compensation costs increased 20.5%, or $2 per WSEE per month, in Q3
2021 compared to Q3 2020 on an 18.2% increase in non-bonus payroll costs.
•As a percentage of non-bonus payroll cost, workers' compensation costs in Q3
2021 were 0.30% in both Q3 2021 and Q3 2020.
•We recorded a reduction in workers' compensation costs of $9.3 million, or
0.15% of non-bonus payroll costs, in Q3 2021 compared to a reduction of $11.4
million, or 0.22% of non-bonus payroll costs, in Q3 2020, primarily as a result
of closing out claims at lower than expected costs.
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 35.8% on a 22.1% increase in payroll costs, or $96 per
WSEE per month, due primarily to the non-recurrence of $40.2 million of the 2020
FICA deferral elections by clients pursuant to the CARES Act.
•Payroll taxes as a percentage of payroll costs increased to 6.0% in Q3 2021
compared to 5.4% Q3 2020, primarily due to the non-recurrence of the 2020 FICA
deferral elections by clients pursuant to the CARES Act.
Insperity | 2021 Third Quarter Form 10-Q       28


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


First Nine Months 2021 Compared to First Nine Months 2020
Gross profit for YTD 2021 increased 1.6% to $649.5 million compared to $639.3
million in YTD 2020. Gross profit per WSEE per month for YTD 2021 decreased $10
to $295 compared to $305 in YTD 2020 due primarily to higher direct costs,
offset in part by higher average pricing, as discussed below.
Our pricing objectives attempt to achieve a level of revenue per WSEE that
matches or exceeds changes in primary direct costs and operating expenses. Our
revenues per WSEE per month increased $128 due to higher average pricing as well
as the non-recurrence of the 2020 FICA deferral elections pursuant to the CARES
Act and the comprehensive service fee credits.
The net increase in direct costs between YTD 2021 and YTD 2020 attributable to
the changes in cost estimates for benefits and workers' compensation totaled
$7.4 million as discussed below. The $138 per WSEE per month increase in direct
costs is due primarily to the direct cost components changes as follows:
Benefits costs
•The cost of group health insurance and related employee benefits increased $60
per WSEE per month and increased 10.3% on a cost per covered employee basis due
primarily to an increase in claims in YTD 2021 compared to YTD 2020, which had
lower claims as a result of lower utilization and the deferral of non-essential
health care procedures, primarily in the second quarter of 2020, in connection
with the COVID-19 pandemic and related government requirements or guidance.
•The percentage of WSEEs covered under our health insurance plans was 67.2% in
YTD 2021 compared to 68.0% in YTD 2020.
•Reported results include changes in estimated claims run-off related to prior
periods which was an increase in costs of $4.5 million, or $2 per WSEE per
month, in YTD 2021 compared to a reduction in costs of $1.9 million, or $1 per
WSEE per month, in YTD 2020.
Please read Note 2 to the Consolidated Financial Statements, "Accounting
Policies - Health Insurance Costs," for a discussion of our accounting for
health insurance costs.
Workers' compensation costs
Our continued discipline around our client selection, safety and claims
management contributed to the decrease in our cost per WSEE and, as a result,
has allowed for claims within our policy periods to be closed out at amounts
below our original cost estimates.
•Workers' compensation costs increased 0.5%, but decreased $1 on a per WSEE per
month basis, in YTD 2021 compared to YTD 2020.
•As a percentage of non-bonus payroll cost, workers' compensation costs in YTD
2021 were 0.29% compared to 0.33% in YTD 2020.
•We recorded a reduction in workers' compensation costs of $31.4 million, or
0.18% of non-bonus payroll costs, in YTD 2021 compared to a reduction of $32.4
million, or 0.21% of non-bonus payroll costs, in YTD 2020, primarily as a result
of closing out claims at lower than expected costs.
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 21.0% on a 16.8% increase in payroll costs, or $79 per
WSEE per month, due primarily to the non-recurrence of $85.0 million of client
FICA deferral elections pursuant to the CARES Act in YTD 2020, partially offset
by the YTD 2021 collection of $16.8 million in federal payroll tax refunds
related to prior years.
•Payroll taxes as a percentage of payroll costs increased to 6.7% in YTD 2021
compared to 6.4% in YTD 2020.
Insperity | 2021 Third Quarter Form 10-Q       29


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


Operating Expenses
•Salaries, wages and payroll taxes - Salaries, wages and payroll taxes
("Salaries") are primarily a function of the number of corporate employees,
their associated average pay and any additional incentive compensation.
•Stock-based compensation - Our stock-based compensation relates to the
recognition of non-cash compensation expense over the requisite service period
of time-vested and performance-based awards.
•Commissions - Commissions expense consists primarily of amounts paid to sales
managers and other sales personnel, including business performance advisors
("BPAs"), as well as, channel referral fees. Commissions are based on new
accounts sold and a percentage of revenue generated by such personnel.
•Advertising - Advertising expense primarily consists of media advertising and
other business promotions in our current and anticipated sales markets.
•General and administrative expenses - Our general and administrative expenses
primarily include:
•rent expenses related to our service centers and sales offices
•outside professional service fees related to legal, consulting and accounting
services
•administrative costs, such as postage, printing and supplies
•employee travel and training expenses
•technology and facility costs, including repairs, maintenance and
software-as-a-service ("SaaS") licensing costs
•Depreciation and amortization - Depreciation and amortization expense is
primarily a function of our capital investments in corporate facilities, service
centers, sales offices, software development and technology infrastructure.
Third Quarter 2021 Compared to Third Quarter 2020
The following table presents certain information related to our operating
expenses:
                                                     Three Months Ended September 30,
                                                                                     per WSEE
(in thousands, except per WSEE)         2021         2020      % Change      2021    2020    % Change

Salaries                            $    89,232   $  89,429      (0.2) %    $ 115   $ 129     (10.9) %
Stock-based compensation                 10,362      20,864     (50.3) %       13      30     (56.7) %
Commissions                               8,724       7,722      13.0  %       11      11         -
Advertising                               9,507       4,781      98.8  %       12       7      71.4  %
General and administrative               31,134      25,646      21.4  %       42      37      13.5  %
Depreciation and amortization             9,917       7,819      26.8  %       13      11      18.2  %
Total operating expenses            $   158,876   $ 156,261       1.7  %    $ 206   $ 225      (8.4) %


Operating expenses for Q3 2021 increased 1.7% to $158.9 million compared to
$156.3 million in Q3 2020. Operating expenses per WSEE per month for Q3 2021
decreased 8.4% to $206 compared to $225 in Q3 2020.
•Salaries of corporate and sales staff for Q3 2021 decreased 0.2% to $89.2
million, or $14 per WSEE per month, compared to Q3 2020. The decrease was
primarily due to lower incentive compensation accruals in Q3 2021.
•Stock-based compensation expense for Q3 2021 decreased 50.3% to $10.4 million,
or $17 per WSEE per month, compared to Q3 2020. The decrease was primarily due
to the non-recurrence of stock-based compensation expense related to our 2020
short-term performance based awards.
Insperity | 2021 Third Quarter Form 10-Q       30


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


•Advertising expense for Q3 2021 increased 98.8% to $9.5 million, or $5 per WSEE
per month, compared to Q3 2020. The increase was primarily due to increases in
television, radio, print and digital advertising and sponsorship costs.
•General and administrative expenses for Q3 2021 increased 21.4% to $31.1
million, or $5 per WSEE per month, compared to Q3 2020. The increase was
primarily due to technology SaaS licensing costs, as well as increased travel
costs as the COVID-19 pandemic travel restrictions have eased.
•Depreciation and amortization expense for Q3 2021 increased 26.8% to $9.9
million, or $2 per WSEE per month, compared to Q3 2020. The increase was
primarily due to the completion of a new facility on our corporate campus and
increased capital expenditures related to software development costs.
First Nine Months 2021 Compared to First Nine Months 2020
                                                     Nine Months Ended 

September 30,


                                                                                    per WSEE
(in thousands, except per WSEE)         2021        2020      % Change      2021    2020    % Change

Salaries                            $  286,669   $ 266,640       7.5  %    $ 130   $ 127       2.4  %
Stock-based compensation                35,965      38,110      (5.6) %       16      18     (11.1) %
Commissions                             24,694      23,657       4.4  %       11      11         -
Advertising                             23,804      15,334      55.2  %       11       7      57.1  %
General and administrative              91,981      85,254       7.9  %       42      42         -
Depreciation and amortization           27,715      23,329      18.8  %       13      11      18.2  %
Total operating expenses            $  490,828   $ 452,324       8.5  %    $ 223   $ 216       3.2  %


Operating expenses for YTD 2021 increased 8.5% to $490.8 million compared to
$452.3 million in YTD 2020. Operating expenses per WSEE per month for YTD 2021
increased 3.2% to $223 compared to $216 in YTD 2020.
•Salaries of corporate and sales staff for YTD 2021 increased 7.5% to $286.7
million, or $3 per WSEE per month, compared to YTD 2020. This increase was
primarily due to higher incentive compensation accruals in YTD 2021 related to
better than expected YTD 2021 operating results, as well as a 1.0% increase in
corporate headcount, including a 1.4% increase in total BPAs in YTD 2021
compared to YTD 2020.
•Stock-based compensation expense for YTD 2021 decreased 5.6% to $36.0 million
or $2 per WSEE per month, compared to YTD 2020. The decrease was primarily due
to the non-recurrence of stock-based compensation expense related to our 2020
short-term performance based awards.
•Advertising expense for YTD 2021 increased 55.2% to $23.8 million, or $4 per
WSEE per month, compared to YTD 2020. The increase was primarily due to the
resumption of the Insperity Invitational in 2021, which was canceled in 2020 due
to the COVID-19 pandemic, as well as increases in television, radio and digital
advertising and sponsorship costs.
•General and administrative expenses for YTD 2021 increased 7.9% to $92.0
million, but remained flat on a per WSEE per month basis, compared to YTD 2020.
The increase was primarily due to technology SaaS licensing costs and
professional services related to implementation of a CRM solution, partially
offset by decreases in travel costs.
•Depreciation and amortization expense for YTD 2021 increased 18.8% to $27.7
million, or $2 per WSEE per month, compared to YTD 2020. The increase was
primarily due to the completion of a new facility on our corporate campus and
increased capital expenditures related to software development costs and sales
office expansions.
Other Income (Expense)
Other Income (expense) for Q3 2021 was net expense of $1.7 million compared to
net expense of $1.6 million in Q3 2020, and for YTD 2021 was net expense of $3.3
million compared to net expense of $4.0 million in YTD 2020.
Insperity | 2021 Third Quarter Form 10-Q       31


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


Income Tax Expense
                                           Three Months Ended September 30,                         Nine Months Ended September 30,
                                             2021                     2020                           2021                     2020

Effective income tax rate                   28.0%                    26.3%                          26.4%                    26.8%


For the nine months ended September 30, 2021, our provision for income taxes
differed from the U.S. statutory rate primarily due to state income taxes,
non-deductible expenses and vesting of restricted and long-term incentive stock
awards. During the first nine months of 2021 and 2020, we recognized an income
tax benefit of $2.2 million and $2.0 million, respectively, related to the
vesting of short-term, long-term incentive, and restricted stock awards.

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

Benefit of Non-GAAP Measure Non-bonus payroll cost Non-bonus payroll cost is a non-GAAP Our management refers to non-bonus


                         financial measure that excludes the impact  

payroll cost in analyzing, reporting


                         of bonus payrolls paid to our WSEEs.        and 

forecasting our workers'

compensation costs.


                         Bonus payroll cost varies from period to
                         period, but has no direct impact to our     We 

include these non-GAAP financial


                         ultimate workers' compensation costs under  

measures because we believe they are


                         the current program.                        useful 

to investors in allowing for

greater transparency related to the


                                                                     costs 

incurred under our current


                                                                     workers' compensation program.
Adjusted cash, cash      Excludes funds associated with:
equivalents and          • federal and state income tax
marketable securities    withholdings,
                         • employment taxes,
                         • other payroll deductions, and
                         • client prepayments.                       We

believe that the exclusion of the

identified items helps us reflect the

fundamentals of our underlying business


                                                                     model 

and analyze results against our


                                                                     expectations, against prior periods,
EBITDA                   Represents net income computed in           and to 

plan for future periods by


                         accordance with GAAP, plus:                 

focusing on our underlying operations.


                         • interest expense,                         We 

believe that the adjusted results


                         • income tax expense, and                   

provide relevant and useful information


                         • depreciation and amortization expense.    for 

investors because they allow


                                                                     investors to view performance in a
Adjusted EBITDA          Represents EBITDA plus:                     manner 

similar to the method used by


                         • non-cash stock-based compensation.        

management and improves their ability


                                                                     to 

understand and assess our operating Adjusted net income Represents net income computed in performance. Adjusted EBITDA is used by


                         accordance with GAAP, excluding:            our 

lenders to assess our leverage and


                         • non-cash stock-based compensation.        

ability to make interest payments.



Adjusted EPS             Represents diluted net income per share
                         computed in accordance with GAAP,
                         excluding:
                         • non-cash stock-based compensation.

Insperity | 2021 Third Quarter Form 10-Q 32

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


Following is a reconciliation of payroll cost (GAAP) to non-bonus payroll costs
(non-GAAP):
                                     Three Months Ended September 30,                                  Nine Months Ended September 30,
(in thousands, except              2021                            2020                             2021                             2020
per WSEE per month)                      Per WSEE                        Per WSEE                         Per WSEE                         Per WSEE

Payroll cost             $ 6,784,378    $ 8,781          $ 5,555,907    $

7,991 $ 20,000,445 $ 9,083 $ 17,125,495 $ 8,182 Less: Bonus payroll cost 726,187 940

              431,861        621             2,942,817      1,337             1,935,950        925

Non-bonus payroll cost $ 6,058,191 $ 7,841 $ 5,124,046 $ 7,370 $ 17,057,628 $ 7,746 $ 15,189,545 $ 7,257 % Change period over period

                          18.2  %     6.4  %               0.4  %     4.4  %               12.3  %     6.7  %                3.2  %     3.4  %


Following is a reconciliation of cash, cash equivalents and marketable
securities (GAAP) to adjusted cash, cash equivalents and marketable securities
(non-GAAP):
(in thousands)                                            September 30, 2021           December 31, 2020

Cash, cash equivalents and marketable securities $ 500,618

        $          589,375
Less:
Amounts payable for withheld federal and state income
taxes, employment taxes and other payroll deductions              198,405                     341,988
Client prepayments                                                 74,646                      35,328

Adjusted cash, cash equivalents and marketable $ 227,567

        $          212,059
securities


Following is a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP):


                                     Three Months Ended September 30,                              Nine Months Ended September 30,
(in thousands, except per           2021                           2020                          2021                           2020
WSEE per month)                           Per WSEE                     Per WSEE                      Per WSEE                       Per WSEE

Net income                $   27,296     $    35          $ 20,009    $    29          $ 114,372    $     52          $ 133,952    $     64
Income tax expense            10,595          14             7,135         10             40,971          19             49,067          23
Interest expense               1,963           3             1,731          2              5,537           3              6,312           3
Depreciation and
amortization                   9,917          12             7,819         12             27,715          12             23,329          12
EBITDA                        49,771          64            36,694         53            188,595          86            212,660         102
Stock-based compensation      10,362          14            20,864         30             35,965          16             38,110          18

Adjusted EBITDA           $   60,133     $    78          $ 57,558    $    83          $ 224,560    $    102          $ 250,770    $    120
% Change period over
period                           4.5   %    (6.0) %           12.5  %    16.9  %           (10.5) %    (15.0) %            19.8  %     20.0  %

Insperity | 2021 Third Quarter Form 10-Q 33

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


Following is a reconciliation of net income (GAAP) to adjusted net income (non-GAAP):


                                           Three Months Ended September 30,             Nine Months Ended September 30,
(in thousands)                                 2021                2020                     2021                2020

Net income                              $        27,296     $        20,009          $       114,372     $       133,952
Non-GAAP adjustments:
Stock-based compensation                         10,362              20,864                   35,965              38,110

Tax effect                                       (2,865)             (5,484)                  (9,486)            (10,134)
Total non-GAAP adjustments, net                   7,497              15,380                   26,479              27,976
Adjusted net income                     $        34,793     $        35,389          $       140,851     $       161,928
% Change period over period                        (1.7)  %            15.5  %                 (13.0)  %            10.4  %


Following is a reconciliation of diluted EPS (GAAP) to adjusted EPS (non-GAAP):


                                            Three Months Ended September 30,               Nine Months Ended September 30,
(amounts per share)                              2021                2020                      2021                2020

Diluted EPS                              $          0.70      $          

0.51 $ 2.94 $ 3.43 Non-GAAP adjustments: Stock-based compensation

                            0.27                 0.54                     0.92                 0.98

Tax effect                                         (0.08)               (0.14)                   (0.24)               (0.26)
Total non-GAAP adjustments, net                     0.19                 0.40                     0.68                 0.72
Adjusted EPS                             $          0.89      $          

0.91 $ 3.62 $ 4.15 % Change period over period

                         (2.2)   %            21.3  %                 (12.8)   %            16.2  %



Liquidity and Capital Resources
We periodically evaluate our liquidity requirements, capital needs and
availability of resources in view of, among other things, our expansion plans,
stock repurchases, potential acquisitions, debt service requirements and other
operating cash needs. To meet short-term liquidity requirements, which are
primarily the payment of direct costs and operating expenses, we rely primarily
on cash from operations. Longer-term projects, large stock repurchases or
significant acquisitions may be financed with public or private debt or equity.
We have a $500 million revolving credit facility ("Facility") with a syndicate
of financial institutions. The Facility is available for working capital and
general corporate purposes, including acquisitions and stock repurchases. We
have in the past sought, and may in the future seek, to raise additional capital
or take other steps to increase or manage our liquidity and capital resources.
We had $500.6 million in cash, cash equivalents and marketable securities at
September 30, 2021, of which approximately $198.4 million was payable in early
October 2021 for withheld federal and state income taxes, employment taxes and
other payroll deductions, and approximately $74.6 million represented client
prepayments that were payable in October 2021. At September 30, 2021, we had
working capital of $202.3 million compared to $172.3 million at December 31,
2020. We currently believe that our cash on hand, marketable securities, cash
flows from operations and availability under the Facility will be adequate to
meet our liquidity requirements for the remainder of 2021. We intend to rely on
these same sources, as well as public and private debt or equity financing, to
meet our longer-term liquidity and capital needs, which we continually monitor
in light of our strategic goals and the significant uncertainty created by the
COVID-19 pandemic.
As of September 30, 2021, we had an outstanding letter of credit and borrowings
totaling $370.4 million under the Facility. Please read Note 5 to the
Consolidated Financial Statements, "Long-Term Debt," for additional information.
Insperity | 2021 Third Quarter Form 10-Q       34


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


Cash Flows from Operating Activities
Net cash provided by operating activities in the first nine months of 2021 was
$54.8 million. Our primary source of cash from operations is the comprehensive
service fee and payroll funding we collect from our clients. Our cash and cash
equivalents, and thus our reported cash flows from operating activities, are
significantly impacted by various external and internal factors, which are
reflected in part by the changes in our balance sheet accounts. These include
the following:
•Timing of client payments / payroll taxes - We typically collect our
comprehensive service fee, along with the client's payroll funding, from clients
no later than the same day as the payment of WSEE payrolls and associated
payroll taxes. Therefore, the last business day of a reporting period has a
substantial impact on our reporting of operating cash flows. For example, many
WSEEs are paid on Fridays; therefore, operating cash flows decrease in the
reporting periods that end on a Friday or a Monday. In the period ended
September 30, 2021, the last business day of the reporting period was a
Thursday, client prepayments were $74.6 million and employment taxes and other
deductions were $198.4 million. In the period ended September 30, 2020, the last
business day of the reporting period was a Wednesday, client prepayments were
$46.5 million and employment taxes and other deductions were $147.1 million.
•Medical plan funding - Our health care contract with United establishes
participant cash funding rates 90 days in advance of the beginning of a
reporting quarter. Therefore, changes in the participation level of the United
plan have a direct impact on our operating cash flows. In addition, changes to
the funding rates, which are solely determined by United based primarily upon
recent claim history and anticipated cost trends, also have a significant impact
on our operating cash flows. As of September 30, 2021, premiums owed and cash
funded to United have exceeded the costs of the United plan, resulting in a
$15.3 million surplus, $6.3 million of which is reflected as a current asset,
and $9.0 million of which is reflected as a long-term asset on our Condensed
Consolidated Balance Sheets. The premiums, including an additional quarterly
premium, owed to United at September 30, 2021, were $33.7 million, which is
included in accrued health insurance costs, a current liability, on our
Condensed Consolidated Balance Sheets.
•Operating results - Our net income has a significant impact on our operating
cash flows. Our adjusted net income decreased 13.0% to $140.9 million in the
first nine months ended September 30, 2021, compared to $161.9 million in the
first nine months ended September 30, 2020. Please read "Results of Operations -
First Nine Months 2021 Compared to First Nine Months 2020."
Cash Flows from Investing Activities
Net cash flows used in investing activities were $22.4 million for the nine
months ended September 30, 2021, primarily due to property and equipment
purchases of $23.6 million.
Cash Flows from Financing Activities
Net cash flows used in financing activities were $95.2 million for the nine
months ended September 30, 2021. We paid $50.2 million in dividends and
repurchased or withheld $49.8 million in stock.
Insperity | 2021 Third Quarter Form 10-Q       35


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