5 unchanged sentences
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of management’s assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
−Removed: Ernst & Young LLP, our independent registered public accounting firm, also audited our internal controls over financial reporting.
+Added: Ernst & Young LLP, our independent registered public accounting firm, also audited our internal control over financial reporting.
Management’s report and the independent registered public accounting firm’s audit report are included in our 2021 Consolidated Financial Statements under the captions entitled “Management’s Report on Internal Control” and “Report of Independent Registered Public Accounting Firm,” and are incorporated herein by reference.
−Removed: There has been no change in our internal controls over financial reporting that occurred during the three months ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
+Added: There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
2021 Form 10-K
26 unchanged sentences
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 4.2 Description of Registrant’s Common Stock (incorporated by reference to Ex hibit 4.2 to th e Registrant’s Form 10-K for the year ended December 31, 2019) .
+Added: 4.2 Description of Registrant’s Common Stock (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-K for the year ended December 31, 2019) .
4.3 Rights Agreement dated as of May 21, 2020 between Insperity, Inc.
1 unchanged sentence
4.4 Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2020).
+Added: 4.5 Certificate of Elimination with Respect to Series A Junior Participating Preferred Stock of Insperity, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 26 , 2021).
10.1 † Insperity, Inc.
18 unchanged sentences
10.17 † Form of Restricted Stock Award Agreement for awards granted to other employees on or after November 10, 2017 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017).
−Removed: 10.18 † Form of Restricted Stock Unit Agreement for awards granted to executive officers on or after December 30, 2019 (incorporated by referen ce to Exhibit 10.18 to the Registr ant ’ s Form 10-K for the year ended December 31, 2019) .
−Removed: 10.19 † Form of Restricted Stock Unit Agreement for awards granted to certain senior personnel on or after December 30, 2019 ( inc or por at ed by reference to Exhibit 10.19 to the Registrant ’ s F orm 10-K for the year ended Dece mber 31, 2019 ) .
−Removed: 10.20 † Form of Restricted Stock Unit Agreement for awards granted to other employees on or after December 30, 2019 (incorporated by reference to Exhibit 10.
−Removed: 20 to the Registrant’s Form 10-K for the year ended December 31, 2019) .
+Added: 10.18 † Form of Restricted Stock Unit Agreement for awards granted to executive officers on or after December 30, 2019 (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K for the year ended December 31, 2019).
+Added: 10.19 † Form of Restricted Stock Unit Agreement for awards granted to certain senior personnel on or after December 30, 2019 (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-K for the year ended December 31, 2019).
+Added: 10.20 † Form of Restricted Stock Unit Agreement for awards granted to other employees on or after December 30, 2019 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K for the year ended December 31, 2019).
10.21 † Form of Employee Award Notice and Agreement under LTIP granted on or after November 10, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017).
19 unchanged sentences
10.34 First Amendment to the Insperity Inc.
−Removed: 2012 Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.
−Removed: 34 to the Registrant’s Form 10 -K filed for the ye ar ended December 31, 2019 ) .
+Added: 2012 Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.34 to the Registrant’s Form 10-K filed for the year ended December 31, 2019).
10.35 Insperity, Inc.
38 unchanged sentences
and United Healthcare Insurance company entered into as of February 7, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2020).
+Added: 10.55 (+) * Letter Agreement by and between Insperity Holdings, Inc.
+Added: and United Healthcare Insurance company entered into as of December 28, 2021.
10.56 Amended and Restated Credit Agreement dated February 6, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2018).
10.57 First Amendment to Amended and Restated Credit Agreement dated September 13, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2019).
+Added: 10.58 Second Amendment to Amended and Restated Credit Agreement dated March 9, 2021 (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.59 Third Amendment to Amended and Restated Credit Agreement dated April 28, 2021 (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q for the quarter ended March 31, 2021).
10.60 Standard Form of Agreement Between Owner and Contractor dated February 8, 2019 between Insperity Service, L.P.
1 unchanged sentence
(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019).
+Added: 10.61 Consulting agreement between Insperity, Inc.
+Added: M incks dated February 25, 2021 (incorporated by re ference to Exhibit 10 .1 to the Registrant ’ s Form 8 -K filed on February 26, 2021).
21.1 * Subsidiaries of Insperity, Inc.
15 unchanged sentences
(+) Certain portions of the exhibit have been omitted pursuant to an order granting confidential treatment or Item 601(b)(10) of Regulation S-K.
−Removed: The omitted information is (i) not material and (ii) would likely cause competitive hard to the Company if publicly disclosed.
+Added: The omitted information is (i) not material and (ii) the type of information the Company treats as private or confidential.
FORM 10-K SUMMARY.
27 unchanged sentences
Management’s Report on Internal Control
−Removed: Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets
1 unchanged sentence
Consolidated Statements of Comprehensive Income
−Removed: Consolidated Statements of Stockholders’ Equity
+Added: Consolidated Statements of Stockholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
−Removed: Insperity F-1
2021 Form 10-K
4 unchanged sentences
We have audited the accompanying consolidated balance sheets of Insperity, Inc.
−Removed: (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “ consolidated financial statements”).
+Added: (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.
16 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Insperity F-2
2021 Form 10-K
8 unchanged sentences
and (iii) the number of participants in the plan, including both active and COBRA enrollees.
−Removed: Auditing management’s estimation of the cost of incurred health insurance claims was subjective and judgmental due to the significant estimation required in determining the medical and pharmacy completion rates.
+Added: Auditing management’s estimation of the cost of incurred health insurance claims was subjective and judgmental due to the significant estimation required in determining the medical completion rates.
Estimating actual claims incurred is subjective due to the large number of plan participants and the possibility that the number, magnitude, nature, and the timing of processing of current period claims may not be comparable to historical results experienced by the Company.
1 unchanged sentence
With the support of our actuarial specialists, we performed an independent assessment of the estimated cost of incurred health insurance claims.
−Removed: Our audit procedures included, among others, assessing (i) the Company’s health insurance cost estimation methodologies, (ii) significant assumptions used to develop the medical and pharmacy completion rates, which includes the incurred but not reported component, (iii) the accuracy and completeness of the claims processed and the number of plan participants used in the Company’s computation, as well as (iv) the historical accuracy of management’s estimates of the cost of incurred health insurance claims.
−Removed: Our testing of the medical and pharmacy completion rate assumptions included comparing the completion rate assumptions used by management to the completion rates experienced in historical periods and assessing whether contrary evidence exists with respect to the completion rate assumptions utilized by the Company to estimate the cost of incurred health insurance claims.
+Added: Our audit procedures included, among others, assessing (i) the Company’s health insurance cost estimation methodologies, (ii) significant assumptions used to develop the medical completion rates, which includes the incurred but not reported component, (iii) the accuracy and completeness of the claims processed and the number of plan participants used in the Company’s computation, as well as (iv) the historical accuracy of management’s estimates of the cost of incurred health insurance claims.
+Added: Our testing of the medical completion rate assumptions included comparing the completion rate assumptions used by management to the completion rates experienced in historical periods and assessing whether contrary evidence exists with respect to the completion rate assumptions utilized by the Company to estimate the cost of incurred health insurance claims.
We compared the Company’s estimate to a range developed by our actuarial specialists based on independently selected assumptions and historical data.
−Removed: Insperity F-3
2021 Form 10-K
CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Estimation of the Cost of Incurred Workers’ Compensation Claims and Related Liability
+Added: Estimation of the Cost of Incurred Workers’ Compensation Claims
Description of the Matter As discussed in Note 1 of the consolidated financial statements under “Workers’ Compensation Costs”, the Company provides workers’ compensation insurance, including ongoing health care and indemnity coverage, to its worksite employees whereby claims are paid over numerous years following the date of injury.
5 unchanged sentences
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the estimation process, including, among others, controls over the completeness and accuracy of data used to estimate the cost of incurred workers’ compensation claims and the review and approval processes that management has in place for the assumptions applied and the calculation of the cost of incurred workers’ compensation claims.
−Removed: With the support of our actuarial specialists, we performed an independent assessment of the estimated cost of workers’ compensation claims incurred and the related liability.
−Removed: Our audit procedures included, among others, assessing (i) the Company’s workers’ compensation reserve methodologies, (ii) significant assumptions used to develop the loss development rate, as well as (iii) the historical accuracy of management’s estimates of the cost of incurred workers’ compensation claims.
+Added: With the support of our actuarial specialists, we performed an independent assessment of the estimated cost of incurred workers’ compensation claims.
+Added: Our audit procedures included, among others, assessing (i) the Company’s workers’ compensation reserve methodologies, (ii) significant assumptions used to develop the loss development rate, as well as (iii) the historical accuracy of management’s estimates of the cost of incurred workers’ compensation claims.
Our audit procedures included testing the completeness and accuracy of the underlying claims and payroll data provided to management’s third-party actuaries and reviewing the Company's insurance contracts to assess the Company's self-insured retentions, deductibles, and coverage limits.
5 unchanged sentences
February 10, 2022
−Removed: Insperity F-4
2021 Form 10-K
17 unchanged sentences
Chief Executive Officer Chief Financial Officer and Treasurer
−Removed: Insperity F-5
2021 Form 10-K
7 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Insperity, Inc.
−Removed: as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 11, 2021 expressed an unqualified opinion thereon.
+Added: as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 10, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
17 unchanged sentences
February 10, 2022
−Removed: Insperity F-6
2021 Form 10-K
27 unchanged sentences
Total current liabilities 1,128,573 904,924
−Removed: Accrued workers’ compensation costs 195,239 193,609
+Added: Accrued workers’ compensation costs, net of current 192,694 195,239
Long-term debt 369,400 369,400
3 unchanged sentences
Commitments and contingencies
−Removed: Stockholders’ equity:
+Added: Stockholders’ equity (deficit):
Preferred stock ($ 0.01 per share par value;
7 unchanged sentences
( 665,089 ) ( 626,984 )
−Removed: Accumulated other comprehensive income, net of tax 5 12
+Added: Accumulated other comprehensive income (loss), net of tax ( 9 ) 5
Retained earnings 553,590 575,028
−Removed: Total stockholders’ equity 44,132 4,079
+Added: Total stockholders’ equity (deficit) ( 1,774 ) 44,132
Total liabilities and stockholders’ equity $ 1,753,085 $ 1,584,276
See accompanying notes.
−Removed: Insperity F-7
2021 Form 10-K
40 unchanged sentences
See accompanying notes.
−Removed: Insperity F-8
2021 Form 10-K
9 unchanged sentences
See accompanying notes.
−Removed: Insperity F-9
2021 Form 10-K
1 unchanged sentence
INSPERITY, INC.
−Removed: — CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
+Added: — CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands) Common Stock
9 unchanged sentences
Dividends paid — — — — — ( 48,622 ) ( 48,622 )
−Removed: Unrealized loss on marketable securities, net of tax — — — — ( 4 ) — ( 4 )
+Added: Unrealized gain on marketable securities, net of tax — — — — 21 — 21
Net income — — — — — 151,099 151,099
5 unchanged sentences
Dividends paid — — — — — ( 61,869 ) ( 61,869 )
−Removed: Unrealized gain on marketable securities, net of tax — — — — 21 — 21
+Added: Unrealized loss on marketable securities, net of tax — — — — ( 7 ) — ( 7 )
Net income — — — — — 138,237 138,237
3 unchanged sentences
Stock-based compensation expense — — 37,381 3,242 — — 40,623
+Added: Exercise of stock options — — ( 329 ) 569 — — 240
Other — — 1,739 1,330 — — 3,069
4 unchanged sentences
See accompanying notes.
−Removed: Insperity F-10
2021 Form 10-K
41 unchanged sentences
Net cash used in financing activities ( 208,073 ) ( 53,583 ) ( 118,353 )
−Removed: Net increase (decrease) in cash and cash equivalents 194,149 57,076 ( 14,138 )
+Added: Net increase in cash and cash equivalents 21,069 194,149 57,076
Cash, cash equivalents and restricted cash at beginning of year 786,699 592,550 535,474
Cash, cash equivalents and restricted cash at end of year $ 807,768 $ 786,699 $ 592,550
−Removed: Insperity F-11
2021 Form 10-K
19 unchanged sentences
See accompanying notes.
−Removed: Insperity F-12
2021 Form 10-K
8 unchanged sentences
In addition to our PEO HR Outsourcing solutions, we offer a comprehensive traditional payroll and human capital management solution, known as Workforce Acceleration.
−Removed: We also offer a number of other business performance solutions, including Comprehensive Traditional Payroll and Human Capital Management, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Retirement Services and Insurance Services, many of which are offered as a cloud-based software solution.
+Added: We also offer a number of other business performance solutions, including Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Retirement Services and Insurance Services, many of which are offered as a cloud-based software solution.
These other products or services are offered separately or with our other solutions.
12 unchanged sentences
To provide these functions, we maintain a significant staff of professionals trained in a wide variety of human resources functions, including employee training, employee recruiting, employee performance management, employee compensation and employer liability management.
−Removed: These professionals interact and consult with clients on a daily basis to help identify each client’s service requirements and to ensure that we are providing appropriate and timely personnel management services.
+Added: These professionals interact and consult with clients on a daily basis to help identify each client’s service requirements and to ensure that we are providing appropriate and timely human capital management services.
Revenue and Direct Cost Recognition
−Removed: On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No.
−Removed: 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach.
−Removed: Under this method, the guidance is applied only to the most current period presented in the financial statements.
−Removed: 2014-09 outlines a single comprehensive revenue recognition model for revenue arising from contracts with customers and superseded most of the previous revenue recognition guidance, including industry-specific guidance.
−Removed: Under ASU No.
−Removed: 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.
−Removed: Our revenue recognition policies remained substantially unchanged as a result of the adoption of ASU No.
−Removed: 2014-09 and we did not have any significant changes in our business processes or systems.
−Removed: Insperity F-13
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
We enter into contracts with our customers for human resources services based on a stated rate and price in the contract.
−Removed: Our contracts generally have a term of 12 months, but are cancellable at any time by either party with 30-days’ notice.
+Added: Our contracts generally establish pricing for a period of 12 months, and are generally cancellable at any time by either party with 30-days’ notice.
Our performance obligations are satisfied as services are rendered each month.
2 unchanged sentences
We do not have significant financing components or significant payment terms.
−Removed: Our revenue is generally recognized ratably over the payroll period as WSEEs perform their service at the client worksite.
+Added: Our revenue is generally recognized ratably over the payroll period as WSEEs perform their service at the client worksite in accordance with Accounting Standards Update (“ASU”) No.
+Added: 2014-09, Revenue from Contracts with Customers (Topic 606) .
Customers are invoiced concurrently with each periodic payroll of its WSEEs.
−Removed: Revenues that have been recognized but not invoiced represent unbilled accounts receivable included in accounts receivable, net on our Consolidated Balance Sheets.
+Added: Revenues that have been recognized
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
+Added: but not invoiced represent unbilled accounts receivable included in accounts receivable, net on our Consolidated Balance Sheets.
Pursuant to the “practical expedients” provided under ASU No 2014-09, we expense sales commissions when incurred because the terms of our contracts are cancellable by either party with a 30-day notice.
25 unchanged sentences
Intercompany accounts and transactions have been eliminated in consolidation.
−Removed: Insperity F-14
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
Use of Estimates
3 unchanged sentences
Financial instruments that could potentially subject us to concentration of credit risk include accounts receivable and marketable securities.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
Cash, Cash Equivalents and Marketable Securities
6 unchanged sentences
At December 31, 2021 and 2020, all of our investments in marketable securities were classified as available-for-sale, and as a result, were reported at fair value.
−Removed: Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity.
+Added: Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit).
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts from the date of purchase to maturity.
13 unchanged sentences
512,995 495,078
−Removed: 495,078 403,301
Accumulated depreciation and amortization ( 302,272 ) ( 278,822 )
−Removed: Total property and equipment, net $ 216,256 $ 147,706
+Added: Property and equipment, net $ 210,723 $ 216,256
____________________________________
−Removed: (1) Construction in progress is related to our corporate office expansion.
−Removed: Insperity F-15
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
+Added: (1) Construction in progress in 2020 was related to our corporate office expansion.
The estimated useful lives of property and equipment for purposes of computing depreciation are as follows:
8 unchanged sentences
We periodically evaluate our long-lived assets for impairment in accordance with ASC 360-10, Property, Plant, and Equipment.
−Removed: ASC 360-10 requires that an impairment loss be recognized for assets to be disposed of or held-for-use when the carrying amount of an asset is deemed to not be recoverable.
+Added: ASC 360-10 requires that an impairment loss be recognized for assets to be disposed of or held-for-use when
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
+Added: the carrying amount of an asset is deemed to not be recoverable.
If events or circumstances were to indicate that any of our long-lived assets might be impaired, we would assess recoverability based on the estimated undiscounted future cash flows to be generated from the applicable asset.
In addition, we may record an impairment loss to the extent that the carrying value of the asset exceeded the fair value of the asset.
−Removed: Fair value is generally determined using an estimate of undiscounted future net cash flows from operating activities or upon disposal of the asset.
−Removed: In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases.
−Removed: Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs;
−Removed: hereinafter, the collection of lease guidance is referred to as “ASC 842.”
−Removed: On January 1, 2019, we adopted ASC 842 using the modified retrospective transition method.
−Removed: Results for the reporting period beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historical accounting under ASC 840, Leases.
−Removed: Upon adoption of ASC 842, we increased our total assets and liabilities due to the recording of operating lease ROU assets and operating lease liabilities of approximately $ 50.8 million and $ 63.7 million, respectively, as of January 1, 2019.
−Removed: These increases did not have a material impact on our results of operations or cash flows.
−Removed: For all leases that commenced before the effective date of ASC 842, we elected to apply the permitted “practical expedients” to not reassess the following:
−Removed: (1) whether any expired or existing contracts contain leases;
−Removed: (2) the lease classification for any expired or existing leases;
−Removed: and (3) initial direct costs for any existing leases.
−Removed: We determine if an arrangement is a lease at inception of a contract.
+Added: Fair value is generally determined using an estimate of discounted future net cash flows from operating activities or upon disposal of the asset.
+Added: We determine if an arrangement is a lease at inception of a contract in accordance with ASU No.
+Added: 2016-02, Leases (Topic 842) as well as the Financial Accounting Standards Board issued ASUs clarifying the lease guidance.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
5 unchanged sentences
Please read Note 11, “Leases,” for additional information.
−Removed: Insperity F-16
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
Goodwill and Other Intangible Assets
9 unchanged sentences
We provide group health insurance coverage to our WSEEs in our PEO HR Outsourcing solutions through a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii and Tufts, all of which provide fully insured policies or service contracts.
−Removed: The policy with United provides approximately 87 % of our health insurance coverage.
+Added: Approximately 87 % of our costs related to health insurance coverage are provided under our policy with United.
While the policy with United is a fully-insured plan, as a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model.
8 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
+Added: 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.
1 unchanged sentence
As of December 31, 2021, Plan Costs were more than the net premiums paid and owed to United by $ 22.0 million.
−Removed: As this amount is less than the agreed-upon $ 9.0 million surplus maintenance level, the $ 15.0 million difference is also included in accrued health insurance costs, a current liability, in our Consolidated Balance Sheets.
−Removed: The premiums, including the additional quarterly premiums, owed to United at December 31, 2020, were $ 11.7 million, which is included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets.
−Removed: Our benefits costs incurred included a reduction of $ 0.2 million in 2020, an increase of $ 2.3 million in 2019 and a reduction of $ 1.3 million in 2018 for changes in estimated run-off related to prior periods.
−Removed: Insperity F-17
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
+Added: As this amount is less than the agreed-upon $ 9.0 million surplus maintenance level, the $ 31.0 million difference is included in accrued health insurance costs, a current liability, in our Consolidated Balance Sheets.
+Added: The premiums, including the additional quarterly premiums, owed to United at December 31, 2021, were $ 12.6 million, which is also included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets.
+Added: Our benefits costs incurred included an increase of $ 4.9 million in 2021, a reduction of $ 0.2 million in 2020 and an increase of $ 2.3 million in 2019 for changes in estimated run-off related to prior periods.
Workers’ Compensation Costs
11 unchanged sentences
Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S.
−Removed: Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate was 0.6 % in 2020 and 1.9 % in 2019) are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.
+Added: Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate was 0.6 % in both 2021 and 2020) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.
The following table provides the activity and balances related to incurred but not paid workers’ compensation claims:
10 unchanged sentences
The current portion of accrued workers’ compensation costs on the Consolidated Balance Sheets at December 31, 2021 and 2020 includes $ 3.6 million and $ 2.7 million, respectively, of workers’ compensation administrative fees.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
The undiscounted accrued workers’ compensation costs were $ 255.1 million as of December 31, 2021 and $ 257.9 million as of December 31, 2020.
2 unchanged sentences
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, a long-term asset in our Consolidated Balance Sheets.
−Removed: In 2020, we received $ 28.2 million for the return of excess claim funds related to
−Removed: Insperity F-18
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
−Removed: the workers’ compensation program, which decreased deposits.
+Added: In 2021, we received $ 35.1 million for the return of excess claim funds related to the workers’ compensation program, which decreased deposits.
As of December 31, 2021, we had restricted cash of $ 46.9 million and deposits of $ 185.0 million.
−Removed: 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 noncurrent liabilities on our Consolidated Balance Sheets.
+Added: Our estimate of incurred claim costs expected to be paid within one year is included in current liabilities, while our estimate of incurred claim costs expected to be paid beyond one year is included in noncurrent liabilities on our Consolidated Balance Sheets.
Stock-Based Compensation
1 unchanged sentence
We account for this plan under the recognition and measurement principles of ASC 718, Compensation – Stock Compensation , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.
−Removed: We generally make annual grants of restricted and unrestricted stock under our stock-based incentive compensation plan to our non-employee directors, officers and other management but changed to restricted stock units for employees in 2020.
+Added: We generally make annual grants of unrestricted stock under our stock-based incentive compensation plan to our non-employee directors, officers and other management but changed to restricted stock units for employees in 2020.
Restricted stock and restricted stock unit grants to officers and other employees generally vest over a period of three years from the date of grant.
9 unchanged sentences
Performance units have a vesting schedule of three years .
−Removed: Commencing in 2016, a portion of the LTIP grant to employees was considered a market-based performance award that cliff vests at the end of three years assuming continued employment and achievement of market-based performance goals.
+Added: A portion of the LTIP grant to employees was considered a market-based performance award that cliff vests at the end of three years assuming continued employment and achievement of market-based performance goals.
The fair value of each performance unit is the market price of our common stock on the date of grant.
3 unchanged sentences
Company-Sponsored 401(k) Retirement Plans
−Removed: Under our 401(k) retirement plan for corporate employees (the “Corporate Plan”), we matched 100 % of eligible corporate employees’ contributions, up to 6 % of the employees’ eligible compensation in 2020, 2019 and 2018.
+Added: Under our 401(k) retirement plan for corporate employees (the “Corporate Plan”), we matched 100 % of eligible corporate employees’ contributions, ranging from 3 % to 6 % of the employees’ eligible compensation in 2021 and up to 6 % of the employees’ eligible compensation in 2020 and 2019.
Matching contributions under the Corporate Plan are immediately vested.
During 2021, 2020 and 2019, we made matching contributions on behalf of corporate employees to the Corporate Plan of $ 8.2 million, $ 12.6 million and $ 11.4 million, respectively, and is included in salaries, wages and payroll taxes in our Consolidated Statements of Operations.
−Removed: Under our separate 401(k) retirement plan for WSEEs (the “Worksite Employee Plan”), the match percentage for WSEEs ranges from 0 % to 6 %, as determined by each client company.
+Added: Under our separate 401(k) retirement plan for WSEEs (the “Worksite Employee Plan”), the match percentage for WSEEs
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
+Added: ranges from 0 % to 6 %, as determined by each client company.
Matching contributions under the Worksite Employee Plan are immediately vested.
1 unchanged sentence
We expense all advertising costs as incurred.
−Removed: Insperity F-19
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
We use the liability method in accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse.
−Removed: On December 22, 2017, the Tax Cuts and Jobs Act (the “2017 Tax Reform Act”) was signed into law.
−Removed: The 2017 Tax Reform Act significantly changed U.S.
−Removed: corporate income tax laws by, among other things, reducing the U.S.
−Removed: corporate income tax rate to 21% beginning in 2018.
Please read Note 7, “Income Taxes,” for additional information.
−Removed: Reclassifications
−Removed: Certain immaterial prior year amounts have been reclassified to conform to the 2020 presentation.
−Removed: New Accounting Pronouncements
−Removed: We adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) effective January 1, 2020 with no material impact.
−Removed: Under this standard, we estimate our reserves using information about past events, current conditions and risk characteristics of our client base when assessing risk associated with the collectability of accounts receivables, including unbilled accounts receivables.
−Removed: We require clients to pay invoices for service fees not later than the same day as the applicable payroll date.
−Removed: As such, we generally do not require collateral.
−Removed: As of December 31, 2020, allowance for bad debts was immaterial.
Cash, Cash Equivalents and Marketable Securities
15 unchanged sentences
• Level 3 - significant unobservable inputs
−Removed: Insperity F-20
2021 Form 10-K
18 unchanged sentences
Treasury bills $ 10,530 $ 1 $ — $ 10,531
+Added: Municipal bonds 23,994 8 ( 4 ) 23,998
As of December 31, 2021, the contractual maturities of all marketable securities in our portfolio were less than one year.
11 unchanged sentences
Our accounts receivable is primarily composed of trade receivables and unbilled receivables.
−Removed: Our trade receivables, which represent outstanding gross billings to clients, are reported net of allowance for doubtful accounts of $ 1.0 million and $ 0.9 million as of December 31, 2020 and 2019, respectively.
+Added: Our trade receivables, which represent outstanding gross billings to clients, are reported net of allowance for doubtful accounts of $ 1.0 million in both December 31, 2021 and 2020.
We establish an allowance for doubtful accounts based on management’s assessment of the collectability of specific accounts and by making a general provision for other potentially uncollectible amounts.
−Removed: Insperity F-21
2021 Form 10-K
23 unchanged sentences
We have a $ 500 million revolving credit facility (the “Facility”) which is available for working capital and general corporate purposes, including acquisitions, stock repurchases and issuances of letters of credit.
−Removed: Borrowings may be increased to $ 550 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (the “Credit Agreement”).
−Removed: Our obligations under the Facility are secured by 65 % of the stock of our captive insurance subsidiary and are guaranteed by all of our domestic subsidiaries.
+Added: Borrowings may be increased to $ 550 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (as amended, the “Credit Agreement”).
+Added: Our obligations under the Facility are secured by 65 % of the stock of our captive insurance subsidiary and are guaranteed by all of our domestic subsidiaries other than certain excluded subsidiaries.
In addition, as of December 31, 2021, we had an outstanding $ 1.0 million letter of credit issued under the Facility.
6 unchanged sentences
Interest expense and unused commitment fees are recorded in other income (expense).
−Removed: Upon the discontinuation of LIBOR, the Facility provides that we and the agent will negotiate in good faith to amend the agreement to address such discontinuation and to place the parties in substantially the same economic position.
+Added: Following early opt-in by us or our lenders or such other time as LIBOR rates have permanently or indefinitely ceased to be published by the regulatory supervisory authority of LIBOR, then LIBOR will be replaced by a rate per annum equal to the secured overnight financing rate published by the Federal Reserve Bank of New York or such other benchmark as determined in accordance with the Credit Agreement.
The Facility contains both affirmative and negative covenants that we believe are customary for arrangements of this nature.
−Removed: Covenants include, but are not limited to, limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business, make investments and pay dividends.
−Removed: In addition, the Credit Agreement requires us to comply with financial covenants limiting our
−Removed: Insperity F-22
+Added: Covenants include, but are not limited to, limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business,
2021 Form 10-K
Notes to the Consolidated Financial Statements
−Removed: total funded debt, minimum interest coverage ratio and maximum leverage ratio.
+Added: make investments and pay dividends.
+Added: In addition, the Credit Agreement requires us to comply with financial covenants limiting our total funded debt, minimum interest coverage ratio and maximum leverage ratio.
We were in compliance with all financial covenants under the Credit Agreement at December 31, 2021.
24 unchanged sentences
Net deferred tax assets $ 4,892 $ 9,603
−Removed: Insperity F-23
2021 Form 10-K
12 unchanged sentences
Total income tax expense $ 44,238 $ 51,033 $ 38,544
−Removed: In 2016, we prospectively adopted ASU No.
−Removed: 2016-09, Compensation-Stock Compensation (Topic 718):
−Removed: Improvements to Employee Share-Based Payment Accounting.
−Removed: We recognized an income tax benefit of $ 2.1 million in 2020, $ 14.6 million in 2019 and $ 3.9 million in 2018 related to excess tax benefits from the vesting of equity compensation.
The reconciliation of income tax expense computed at U.S.
15 unchanged sentences
The tax years 2017 through 2020 remain open to examination by various state tax authorities.
−Removed: Insperity F-24
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
−Removed: Stockholders’ Equity
+Added: Stockholders’ Equity (Deficit)
Repurchase Program
7 unchanged sentences
Shares repurchased under the Repurchase Program are recorded in treasury.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
The Board declared quarterly dividends as follows:
4 unchanged sentences
Fourth quarter 2.45 (1)
+Added: ____________________________________
+Added: (1) Includes a $2.00 per share special dividend.
During 2021 and 2020, we paid a total of $ 144.2 million and $ 61.9 million, respectively, in dividends.
+Added: The dividends paid in 2021, includes a special dividend of $ 76.7 million.
Preferred Stock
At December 31, 2021, 20 million shares of preferred stock were authorized.
−Removed: On May 21, 2020, the Board declared a dividend of one right (“Right”) for each outstanding share of common stock to common stockholders of record at the close of business on June 1, 2020 (the “Rights Plan”).
−Removed: Each Right, if and when it becomes exercisable, entitles the registered holder to purchase from us one unit consisting of one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share.
−Removed: Initially, the Rights are attached to all outstanding shares of our common stock.
−Removed: The Rights are not currently exercisable and the Rights Plan will expire at the close of business on May 20, 2021, unless the Rights are earlier redeemed or exchanged by us.
Incentive Plans
The Insperity, Inc.
−Removed: 2001 Incentive Plan, as amended, and the 2012 Incentive Plan, as amended, (collectively, the “Incentive Plans”) provide for options and other stock-based awards that have been and may be granted to eligible employees and non-employee directors of Insperity or its subsidiaries.
−Removed: The 2012 Incentive Plan is currently the only plan under which new stock-based awards may be granted.The 2001 Incentive Plan only has outstanding nonqualified stock options.
+Added: 2012 Incentive Plan, as amended, provides for options and other stock-based awards that have been and may be granted to eligible employees and non-employee directors of Insperity or its subsidiaries.
The 2012 Incentive Plan permits stock options, including nonqualified stock options and options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, stock awards, phantom stock awards, stock appreciation rights, performance units, and other stock-based awards and cash awards, all of which may or may not be subject to the achievement of one or more performance objectives.
The purpose of the 2012 Incentive Plan generally is to retain and attract persons of training, experience and ability to serve as employees of Insperity and its subsidiaries and to serve as non-employee directors of Insperity, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of Insperity and its subsidiaries.
−Removed: The Incentive Plans are administered by the Compensation Committee of the Board (the “Committee”).
+Added: The 2012 Incentive Plan is administered by the Compensation Committee of the Board (the “Committee”).
The Committee has the power to determine which eligible employees will receive awards, the timing and manner of the grant of such awards, the exercise price of stock options (which may not be less than market value on the date of grant), the number of shares and all of the terms of the awards.
−Removed: The Board may at any time amend or terminate the Incentive Plans.
−Removed: Insperity F-25
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
−Removed: amendment that would impair the rights of any participant, with respect to outstanding grants, can be made without the participant’s prior consent.
−Removed: Stockholder approval of amendments to the Incentive Plans is necessary only when required by applicable law or stock exchange rules.
+Added: The Board may at any time amend or terminate the 2012 Incentive Plan.
+Added: However, no amendment that would impair the rights of any participant, with respect to outstanding grants, can be made without the participant’s prior consent.
+Added: Stockholder approval of amendments to the 2012 Incentive Plan is necessary only when required by applicable law or stock exchange rules.
Assuming all outstanding awards are paid at max, at December 31, 2021, 1,511,140 shares of common stock were available for future grants under the 2012 Incentive Plan.
7 unchanged sentences
Stock-based compensation expense related to time-vested and performance-based awards is accelerated over the requisite service period for employees who meet the requirements for continued vesting.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
Stock-based compensation expense and other disclosures for stock-based awards follows:
22 unchanged sentences
28.7 18.1 39.7
−Removed: Insperity F-26
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
As of December 31, 2021, unrecognized compensation expense associated with the unvested RSAs and RSUs outstanding was $ 26.8 million and is expected to be recognized over a weighted average period of 20 months.
8 unchanged sentences
The compensation expense for the LTIP awards is recognized on a straight-line basis over the vesting terms.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
The following is a summary of LTIP award activity, at 100% of targeted amount, for 2021:
5 unchanged sentences
Vested ( 98 ) 81.51
+Added: Canceled ( 17 ) 106.44
Unvested at December 31, 2021 238 $ 9,378.00
3 unchanged sentences
During 2020, we granted performance-based RSUs (“pRSU”) under the 2012 Incentive Plan to our named executive officers and certain other management.
−Removed: The pRSUs are performance-based short-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals.
−Removed: Each pRSU represents the right to receive common shares at a future date based on our performance against specified targets.
−Removed: 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, which can range from 0% to 300% of the targeted amounts.
−Removed: The pRSUs have a vesting schedule of less than one year and compensation expense is recognized based on the number of common shares expected to be issued and the market price per common share on the date of grant.
−Removed: For pRSUs currently outstanding, compensation expense is accelerated over the requisite service period for employees who meet the requirements for continued vesting.
−Removed: 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.
−Removed: During 2020, we granted approximately 221,000 pRSUs (at target) with a weighted average grant date fair value of $ 64.85 and canceled approximately 2,000 pRSUs (at target) with a weighted average grant date fair value of $ 65.19 .
−Removed: At December 31, 2020, we had approximately 219,000 unvested pRSUs (at target) with a weighted average grant date fair value of $ 64.85 .
−Removed: Insperity F-27
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
−Removed: As of December 31, 2020, we estimate that approximately 379,000 pRSUs will vest with $ 1.5 million in unamortized compensation expense related to the 2020 pRSU grants.
+Added: The pRSUs were performance-based short-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals.
+Added: Each pRSU represented the right to receive common shares at a future date based on our performance against specified targets.
+Added: The ultimate number of shares issued and the related compensation cost recognized was based on a comparison of the final performance metrics to the specified targets, which ranged from 0% to 300% of the targeted amounts.
+Added: The pRSUs had a vesting schedule of less than one year and compensation expense was recognized based on the number of common shares expected to be issued and the market price per common share on the date of grant.
+Added: Over the performance period, the number of shares expected to be issued was adjusted upward or downward based upon the probability of achievement of the performance targets.
+Added: The determination of achievement results and corresponding vesting of the pRSU awards occurred in February 2021 resulting in the recipients receiving approximately 385,000 shares of common stock with a fair value $ 34.4 million.
+Added: No pRSUs were outstanding as of December 31, 2021.
Employee Stock Purchase Plan
−Removed: Our employee stock purchase plan (the “ESPP”) enables employees to purchase shares of Insperity stock at a 5% discount.
+Added: Our employee stock purchase plan (the “ESPP”) enables employees to purchase shares of Insperity stock at a 5% discount from the stock price at the end of the offering period.
The ESPP is a non-compensatory plan under generally accepted accounting principles of stock-based compensation.
7 unchanged sentences
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.
−Removed: 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.
+Added: 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 time-vested and performance-based RSUs and outstanding stock options.
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
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:
1 unchanged sentence
(in thousands) 2021 2020 2019
−Removed: 2020 2019 2018
Net income $ 124,080 $ 138,237 $ 151,099
5 unchanged sentences
Potentially dilutive securities not included in weighted average share calculation due to anti-dilutive effect — 133 —
−Removed: In 2019, we adopted ASU No.
−Removed: 2016-02, Leases (Topic 842).
We have operating leases for office space, other operating facilities, vehicles and office equipment.
1 unchanged sentence
During 2021, cash paid for amounts included in the measurement of operating lease liabilities was $ 20.3 million.
−Removed: Insperity F-28
2021 Form 10-K
19 unchanged sentences
Present value of lease liabilities $ 83,398
−Removed: As of December 31, 2020, we have additional operating leases that have not yet commenced of $ 16.5 million with lease terms ranging from 4 years to 7 years .
+Added: As of December 31, 2021, we have additional operating leases that have not yet commenced of $ 1.6 million with lease terms of 5 years .
Commitments and Contingencies
3 unchanged sentences
2022 $ 30,162
−Removed: Thereafter 329
Total obligations $ 70,491
−Removed: ____________________________________
−Removed: (1) Includes $3.4 million related to the construction of a new facility on our corporate campus.
−Removed: Insperity F-29
−Removed: 2020 Form 10-K
−Removed: Notes to the Consolidated Financial Statements
−Removed: Worksite Employee 401(k) Retirement Plan Class Action Litigation
−Removed: In December 2015, a class action lawsuit was filed against us and a third-party who served as the discretionary trustee (the “Co-Defendant”) of the Insperity 401(k) retirement plan that is available to eligible worksite employees (the “Plan”) in the United States District Court for the Northern District of Georgia, Atlanta Division, on behalf of Plan participants.
−Removed: The suit generally alleges the third-party discretionary trustee of the Plan and Insperity breached their fiduciary duties to plan participants by selecting an Insperity subsidiary to serve as the recordkeeper for the Plan, by causing participants in the Plan to pay excessive recordkeeping fees to the Insperity subsidiary, by failing to monitor other fiduciaries, and by making imprudent investment choices.
−Removed: The court certified a class defined as “all participants and beneficiaries of the Insperity 401(k) Plan from December 22, 2009 through September 30, 2017.” The court dismissed the breach of fiduciary duty claims relating to the selection of an Insperity subsidiary to serve as the recordkeeper of the Plan.
−Removed: On March 28, 2019, the court partially granted Insperity’s motion for summary judgment, resulting in the dismissal of the claims concerning allegations of excessive recordkeeping fees.
−Removed: The court denied the plaintiffs’ request for a jury trial and set a bench trial, which was held from March 2, 2020 to March 13, 2020.
−Removed: At trial, the plaintiffs alleged damages up to approximately $ 146.0 million against all defendants.
−Removed: All parties filed proposed findings of fact and conclusions of law on June 15, 2020.
−Removed: On September 18, 2020, the plaintiffs and Co-Defendant informed the court that they reached an agreement in principle to settle the entire case, including a full and final release of all claims against Insperity.
−Removed: Insperity did not participate in the settlement discussions and will make no financial contribution to the settlement.
−Removed: In connection with the settlement, the plaintiffs and Co-Defendant filed a motion to extend the class period to March 31, 2019, which the court granted.
−Removed: The court has also granted preliminary approval of the settlement and has set the final approval hearing on March 5, 2021.
−Removed: As a result of the uncertainty regarding the outcome of this matter and the subsequent settlement agreement that, if approved by the court, will end the case with no financial contribution from Insperity, no provision has been made in the accompanying Consolidated Financial Statements.
Securities Class Action Lawsuit
1 unchanged sentence
The name of the case is Building Trades Pension Fund of Western Pennsylvania v.
−Removed: Insperity, Inc., et al., Case No.
+Added: Insperity, Inc.
1:20-cv-05635-NRB.
−Removed: On October 23, 2020, the court issued an order appointing Oakland County Employees’ Retirement System and Oakland County Voluntary Employees’ Beneficiary Association Trust as lead plaintiff.
+Added: On October 23, 2020, the court issued an order
+Added: 2021 Form 10-K
+Added: Notes to the Consolidated Financial Statements
+Added: appointing Oakland County Employees’ Retirement System and Oakland County Voluntary Employees’ Beneficiary Association Trust as lead plaintiff (“Lead Plaintiff”).
On December 22, 2020, the Lead Plaintiff filed its consolidated complaint alleging that we made materially false and misleading statements regarding our business and operations in violation of the federal securities laws and seeking unspecified damages, attorneys’ fees, costs, equitable/injunctive relief, and such other relief that may be deemed proper.
+Added: On April 26, 2021, the defendants moved to dismiss the consolidated complaint with prejudice.
+Added: The Lead Plaintiff filed its opposition to the motion to dismiss on June 10, 2021, and the defendants filed their reply in support of the motion to dismiss on July 12, 2021.
We believe the allegations in the action are without merit, and we intend to vigorously defend this litigation.
4 unchanged sentences
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.
−Removed: Insperity F-30
2021 Form 10-K
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.