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our ability to provide our services and solutions, including as a result of our employees or our clients’ employees working remotely and/or closures of offices and facilities.
−Removed: Temporary and permanent business closures across multiple industries are resulting in significant layoffs and employee furloughs.
−Removed: Because we charge our clients on a per-employee basis for certain services we provide, decreases in headcount at our clients will negatively impact our results of operations.
−Removed: Further, as a result of ongoing business disruptions, client prospects may delay onboarding decisions and service implementation.
+Added: Across many industries, temporary and permanent business closures as well as business occupancy limitations have resulted in significant layoffs and employee furloughs since late March 2020.
+Added: Because we charge our clients on a per-employee basis for certain services we provide, decreases in headcount at our clients negatively impact our results of operations.
+Added: Further, at the onset of the COVID-19 pandemic, a limited number of new clients temporarily delayed service implementation.
+Added: As the COVID-19 pandemic continues to create uncertainty and the potential for ongoing business disruptions, we may experience similar client-driven delays in service implementation in the future.
In order to spur economic activity to counteract the adverse effects of the COVID-19 pandemic, the Federal Open Market Committee lowered its target for the federal funds rate in March 2020.
In addition, a provision in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) allows employers to delay the payment of the employer’s share of Social Security taxes to a future date.
−Removed: Significantly lower average interest rates in 2020, as well as slower growth in the average funds held for clients balance due to lower employee headcount at our clients and clients electing the Social Security tax deferral under the CARES Act will have a negative effect on recurring revenue growth.
+Added: To the extent our clients make such election, we are collecting less money from them to hold and then remit to the appropriate taxing authorities, which adversely affects our average funds held for clients balance and, consequently, interest earned on funds held for clients.
+Added: Significantly lower average interest rates in 2020, combined with the lack of growth of the average funds held for clients balance due to lower employee headcount at our clients as well as clients electing the Social Security tax deferral under the CARES Act, had a negative effect on interest earned on funds held for clients and, consequently, recurring revenue growth for the three and six months ended June 30, 2020.
+Added: We expect that the foregoing adverse economic factors will continue to have a negative impact on recurring revenues in future periods for so long as such conditions persist.
+Added: Further, the impact of the pandemic on our recurring revenues combined with our deliberate, increased level of investment to drive the growth of our business may negatively affect net income.
Beginning in February 2020, we took various actions in order to minimize the risk of COVID-19 to our employees, our clients, and the communities in which we operate.
Our remote work arrangements may create operational challenges and may result in increased costs related to investments in technology.
−Removed: As of March 31, 2020, 98% of our employees were working remotely.
+Added: As of June 30, 2020, 96% of our employees were working remotely.
Furthermore, we have prohibited all business-related travel until further notice and our salesforce is conducting all sales meetings virtually.
−Removed: If clients and client prospects are not as willing or available to engage via video conference and teleconference, we expect that the shift from in-person to virtual sales meetings could negatively affect our sales efforts, impede client acquisition and lengthen our sales cycles, which would negatively impact our business and results of operations and could impact our financial condition in the future.
+Added: If clients and client prospects are not as willing or available to engage via video conference and teleconference, t he shift from in-person to virtual sales meetings could negatively affect our sales efforts, impede client acquisition and lengthen our sales cycles, which would negatively impact our business and results of operations and could impact our financial condition in the future.
Even after the COVID-19 outbreak has subsided, depending upon its duration and frequency of recurrence, and the governmental policies in response thereto, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that may occur or be continuing as a result.
−Removed: We are evaluating the extent to which
−Removed: COVID-19 has impacted us and our employees and clients, and the extent to which it and other emerging developments are expected to impact us in the future .
+Added: We continue to monitor and evaluate the extent to which COVID-19 has impacted us and our employees and clients, and the extent to which it and other emerging developments are expected to impact us in the future.
Our financial results may fluctuate due to many factors, some of which may be beyond our control.
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general economic, industry and market conditions.
−Removed: Unregistered Sale of Equity Securities and Use of Proceeds
+Added: Unregistered Sale s of Equity Securities and Use of Proceeds
Total Number of Shares Purchased
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
−Removed: January 1 - 31, 2020 (2)
−Removed: February 1 - 29, 2020
−Removed: March 1 - 31, 2020 (3)
+Added: April 1 - 30, 2020 (2)
+Added: May 1 - 31, 2020 (3)
+Added: June 1 - 30, 2020
Pursuant to a stock repurchase plan announced on November 20, 2018, we were authorized to purchase (in the aggregate) up to $150.0 million of our common stock in open market purchases, privately negotiated transactions or by other means.
On March 12, 2020, we announced that our Board of Directors increased the availability under the existing stock repurchase plan to $250.0 million and extended the expiration date to March 12, 2022.
−Removed: Consists of shares withheld to satisfy tax withholding for certain employees upon the vesting of restricted stock.
Includes 19,069 shares withheld to satisfy tax withholding for certain employees upon the vesting of restricted stock.
+Added: Consists of shares withheld to satisfy tax withholding for certain employees upon the vesting of restricted stock.
The following exhibits are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):
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Amended and Restated Bylaws of Paycom Software, Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 5, 2020, filed with the SEC on June 8, 2020).
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.
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and Scully Family Charitable Foundation, dated as of December 2, 2015 (incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 22, 2016).
−Removed: Second Amended and Restated Executive Employment Agreement dated March 9, 2020, by and between Paycom Software, Inc.
−Removed: and Chad Richison.
−Removed: Amended and Restated Executive Employment Agreement dated March 9, 2020, by and between Paycom Software, Inc.
−Removed: and Craig Boelte.
−Removed: Amended and Restated Executive Employment Agreement dated March 9, 2020, by and between Paycom Software, Inc.
−Removed: and Jeffrey York.
−Removed: Form of CEO Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc.
−Removed: 2014 Long-Term Incentive Plan, approved January 30, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 30, 2020, filed with the SEC on February 5, 2020).
−Removed: Form of Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc.
−Removed: 2014 Long-Term Incentive Plan, approved January 30, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 30, 2020, filed with the SEC on February 5, 2020).
−Removed: Form of Market-Based Vesting Restricted Stock Award Agreement (Non-Executives) under the Paycom Software, Inc.
−Removed: 2014 Long-Term Incentive Plan .
−Removed: Form of Time-Based Vesting Restricted Stock Award Agreement (Non-Executives) under the Paycom Software, Inc.
−Removed: 2014 Long-Term Incentive Plan.
−Removed: Form of Restricted Stock Award Agreement (Directors) under the Paycom Software, Inc.
−Removed: 2014 Long-Term Incentive Plan.
+Added: Amendment No.
+Added: 3 to Registration Rights Agreement, by and among Paycom Software, Inc.
+Added: and each of the signatories thereto, dated May 12, 2020 .
+Added: Termination Agreement, by and among Paycom Software, Inc.
+Added: and each of the signatories thereto, dated May 12, 2020 .
Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: payc-ex311_9.htm
Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: payc-ex312_6.htm
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: payc-ex321_7.htm
Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Management contract or compensatory plan or arrangement.
Filed herewith.
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PAYCOM SOFTWARE, INC.
−Removed: April 30, 2020
+Added: August 6, 2020
/s/ Chad Richison
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(Principal Executive Officer)
−Removed: April 30, 2020
+Added: August 6, 2020
Chief Financial Officer
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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.