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8-K - 8-K - TRINET GROUP, INC.tnet-93016x8k.htm


Exhibit 99.1
 
TriNet Announces Third Quarter Fiscal 2016 Results
15% Growth in Total Revenues and 21% growth in Net Service Revenues for the Third Quarter
6% Increase in Worksite Employees (WSEs), to approximately 334,000
 
SAN LEANDRO, Calif. November 1, 2016 TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive human resources solutions for small to midsize businesses, today announced financial results for the third quarter ended September 30, 2016.
 
Third quarter highlights include:
Total revenues increased 15% to $770.5 million, while Net Service Revenues increased 21% to $161.0 million, each as compared to the same period last year.
Total WSEs at September 30, 2016 increased 6% from September 30, 2015, to approximately 334,000.
Net income was $14.6 million, or $0.20 per diluted share, compared to net income of $3.1 million, or $0.04 per diluted share, in the same period last year.
Adjusted Net Income was $20.8 million, or $0.29 per diluted share, compared to Adjusted Net Income of $13.3 million, or $0.19 per diluted share, in the same period last year.
Adjusted EBITDA was $45.4 million, a 47% increase from the same period last year.

“Our third quarter results reflect continued progress on our strategic growth initiatives,” said Burton M. Goldfield, TriNet’s President and CEO. “During the quarter, we launched a new vertical product, TriNet Technology, and today we announced the availability of our fourth industry specific product, TriNet Financial Services, strengthening our ability to serve our key vertical markets. We believe we are well positioned to end the year with strong momentum.”

TriNet’s total revenues for the third quarter of 2016 increased 15% from the third quarter of 2015 to $770.5 million, while Net Service Revenues increased 21% from the third quarter of 2015 to $161.0 million. Net Service Revenues consisted of professional service revenues of $110.5 million and Net Insurance Service Revenues of $50.5 million. Net Insurance Service Revenues consisted of insurance service revenues of $660.0 million, less insurance costs of $609.4 million. Professional service revenues for the third quarter of 2016 increased 11%, and Net Insurance Service Revenues increased 48%, compared to the third quarter of 2015. Results for the third quarter of 2016 reflect a net increase of 18,848 WSEs since September 30, 2015 representing 6% growth. TriNet ended the third quarter with 406 Total Sales Representatives, down from 479 at the end of the third quarter of 2015, a decrease of 15%.
 
At September 30, 2016, TriNet had cash and cash equivalents of $160.6 million and total debt of $472.5 million.

Earnings Conference Call and Audio Webcast
TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its quarterly results and the outlook for the 2016 fourth quarter. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to:
http://dpregister.com/10094164. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.”  The live webcast of the conference call can be accessed on the Investor Relations section of TriNet’s website at http://investor.trinet.com. A replay of the webcast will be available on this site for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 10094164.
 
About TriNet
TriNet is a leading provider of comprehensive human resources solutions for small to midsize businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to one strategic partner, allowing our clients to focus on operating and growing their core businesses. Our HR solutions include services such as multi-state payroll processing and tax administration, employee benefits programs (including health insurance and retirement plans), workers compensation insurance and claims management, federal, state and local labor, employment and benefit law compliance, risk mitigation, expense and time management, and other human capital consulting services, as well as our proprietary, cloud-based HR software systems. Our services are delivered by our expert team of HR professionals and enabled by our proprietary, cloud-based technology platform, which allows our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.


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Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to TriNet’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled “Non-GAAP Financial Measures.”
 
Forward-Looking Statements
This press release contains, and statements made during the above referenced conference call will contain, forward-looking statements including, among other things, TriNet’s expectations regarding: the growth of its customer base, its ability to deepen its presence across a range of industry sectors, its ability to roll out additional product offerings as and when planned, its ability to make enhancements to its technology platform, its ability to execute on its vertical market strategy and penetrate the market for HR solutions for small to midsize businesses, and other expectations, outlooks and forecasts on its future business, operational and financial performance. These statements are not guarantees of future performance, but are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: risks associated with the market acceptance of outsourcing the HR function, and the anticipated benefits associated with the use of a bundled HR solution; our ability to continue to expand our direct sales force and the efficacy of our sales and marketing efforts; our ability to gain new clients, and our clients’ ability to grow and gain more employees; our ability to effectively acquire and integrate new businesses; the effects of seasonal trends on our results of operations; the unpredictable nature of our costs and operating expenses, in particular our insurance costs; changes to and our ability to comply with laws and regulations, including both those applicable to the co-employment relationship as well as those applicable to our clients’ businesses and their employees; the continuing implementation of the Affordable Care Act, including its application to the co-employer relationship; our ability to effectively manage our growth; the effects of increased competition and our ability to compete effectively; and our ability to comply with the restrictions of our credit facility and meet our debt obligations.
 
Further information on risks that could affect TriNet’s results is included in our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K filed with the Commission on April 1, 2016, which could cause actual results to vary from expectations. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, and we do not assume any obligation, and do not intend, to update any of our forward-looking statements, whether as a result of new information or otherwise.
 
Contacts:
 
Investors:
Media:
Alex Bauer
Jock Breitwieser
TriNet
TriNet
Investorrelations@TriNet.com
Jock.Breitwieser@TriNet.com
(510) 875-7201
(510) 875-7250
 
TriNet, Ambitions Realized and the TriNet logo are registered trademarks of TriNet.

2



TriNet Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Professional service revenues
$
110,493

 
$
99,473

 
$
332,489

 
$
294,288

Insurance service revenues
659,964

 
568,535

 
1,916,753

 
1,639,305

Total revenues
770,457

 
668,008

 
2,249,242

 
1,933,593

Costs and operating expenses:
 

 
 
 
 
 
 
Insurance costs
609,422

 
534,481

 
1,775,784

 
1,535,678

Cost of providing services (exclusive of depreciation and
amortization of intangible assets)
50,142

 
37,540

 
139,881

 
111,582

Sales and marketing
41,470

 
44,997

 
133,978

 
123,740

General and administrative
22,477

 
17,726

 
69,078

 
48,991

Systems development and programming costs
8,124

 
6,991

 
20,970

 
21,849

Amortization of intangible assets
4,662

 
10,459

 
14,647

 
32,284

Depreciation
5,188

 
4,132

 
13,663

 
10,761

Total costs and operating expenses
741,485

 
656,326

 
2,168,001

 
1,884,885

Operating income
28,972

 
11,682

 
81,241

 
48,708

Other income (expense):
 

 
 
 
 
 
 
Interest expense and bank fees
(5,597
)
 
(4,685
)
 
(15,677
)
 
(14,653
)
Other, net
313

 
355

 
434

 
873

Income before provision for income taxes
23,688

 
7,352

 
65,998

 
34,928

Provision for income taxes
9,107

 
4,255

 
27,558

 
17,328

Net income
$
14,581

 
$
3,097

 
$
38,440

 
$
17,600

Net income per share:
 

 
 
 
 

 
 

Basic
$
0.21

 
$
0.04

 
$
0.55

 
$
0.25

Diluted
$
0.20

 
$
0.04

 
$
0.53

 
$
0.24

Weighted average shares:
 

 
 
 
 

 
 

Basic
70,187,989

 
70,237,737

 
70,478,266

 
70,247,035

Diluted
71,964,603

 
72,087,917

 
72,126,060

 
72,757,277



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TriNet Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 (Unaudited)

 
September 30,
2016
 
December 31,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
160,558

 
$
166,178

Restricted cash
14,563

 
14,557

Prepaid income taxes
6,310

 
4,105

Prepaid expenses
13,018

 
8,579

Other current assets
2,173

 
1,359

Worksite employee related assets
847,545

 
1,373,386

Total current assets
1,044,167

 
1,568,164

Workers compensation receivable
40,578

 
29,204

Restricted cash and available for sale investments
122,378

 
101,806

Property and equipment, net
53,141

 
37,844

Goodwill
289,207

 
289,207

Other intangible assets, net
32,424

 
46,772

Other assets
18,431

 
19,452

Total assets
$
1,600,326

 
$
2,092,449

Liabilities and stockholders’ equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
18,461

 
$
12,904

Accrued corporate wages
29,039

 
28,963

Current portion of notes payable and borrowings under capital leases, net
36,497

 
32,970

Other current liabilities
11,960

 
11,402

Worksite employee related liabilities
842,552

 
1,369,497

Total current liabilities
938,509

 
1,455,736

Notes payable and borrowings under capital leases, net, less current portion
431,638

 
460,965

Workers compensation liabilities
138,912

 
105,481

Deferred income taxes
54,411

 
54,641

Other liabilities
7,941

 
7,545

Total liabilities
1,571,411

 
2,084,368

Commitments and contingencies
 
 
 
Stockholders’ equity:
 

 
 

Preferred stock, $0.000025 per share stated value; 20,000,000 shares authorized;
   no shares issued and outstanding at September 30, 2016 and December 31, 2015

 

Common stock, $0.000025 per share stated value; 750,000,000 shares authorized;
   69,659,283 and 70,371,425 shares issued and outstanding at September 30, 2016
   and December 31, 2015, respectively
522,910

 
494,397

Accumulated deficit
(493,574
)
 
(485,595
)
Accumulated other comprehensive loss
(421
)
 
(721
)
Total stockholders’ equity
28,915

 
8,081

Total liabilities and stockholders’ equity
$
1,600,326

 
$
2,092,449



4



TriNet Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2016
 
2015
Operating activities
 
Net income
$
38,440

 
$
17,600

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
27,810

 
42,036

Deferred income taxes
(346
)
 
1,835

Stock-based compensation
20,169

 
12,991

Excess tax credits received from equity incentive plan activity
(2,591
)
 
(20,327
)
Changes in operating assets and liabilities:
 
 
 
Restricted cash and available for sale investments
(31,409
)
 
(21,198
)
Prepaid expenses and other current assets
(5,253
)
 
(3,201
)
Workers compensation receivables
(11,374
)
 
3,294

Other assets
438

 
(14,585
)
Accounts payable
4,538

 
2,522

Prepaid income taxes
386

 
27,574

Accrued corporate wages and other current liabilities
4,548

 
9,103

Workers compensation and other liabilities
33,856

 
47,419

Worksite employee related assets
525,841

 
768,010

Worksite employee related liabilities
(526,945
)
 
(768,552
)
Net cash provided by operating activities
78,108

 
104,521

Investing activities
 
 
 
Acquisitions of businesses
(300
)
 
(4,750
)
Purchases of restricted investments
(14,959
)
 
(14,989
)
Proceeds from maturities of restricted investments
25,790

 
1,275

Purchase of property and equipment
(27,942
)
 
(14,747
)
Net cash used in investing activities
(17,411
)
 
(33,211
)
Financing activities
 
 
 
Proceeds from issuance of notes payable
57,978

 

Payments for extinguishment of debt
(57,563
)
 

Payment of debt issuance costs
(1,376
)
 

Repayment of notes payable and capital leases
(27,506
)
 
(40,493
)
Proceeds from issuance of common stock on exercised options
3,584

 
6,464

Proceeds from issuance of common stock on employee stock purchase plan
2,304

 
2,723

Repurchase of common stock
(43,747
)
 
(48,364
)
Awards effectively repurchased for required employee withholding taxes
(2,672
)
 
(576
)
Excess tax credits received from equity incentive plan activity
2,591

 
20,327

Tax credit received for deductible IPO transaction costs

 
822

Net cash used in financing activities
(66,407
)
 
(59,097
)
Effect of exchange rate changes on cash and cash equivalents
90

 
(239
)
Net increase in cash and cash equivalents
(5,620
)
 
11,974

Cash and cash equivalents at beginning of period
166,178

 
134,341

Cash and cash equivalents at end of period
$
160,558

 
$
146,315



5



Key Financial and Operating Metrics
We regularly review certain key financial and operating metrics to evaluate growth trends, measure our performance and make strategic decisions. Our key financial and operating metrics for the periods presented were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Key Financial and Operating Metrics
2016
 
2015
 
2016
 
2015
Net Insurance Service Revenues (in thousands)
$
50,542

 
$
34,054

 
$
140,969

 
$
103,627

Net Service Revenues (in thousands)
$
161,035

 
$
133,527

 
$
473,458

 
$
397,915

Total WSEs
333,778

 
314,930

 
 
 
 
Total Sales Representatives
406

 
479

 
 
 
 
 
Non-GAAP Financial Measures
We use Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share – diluted to provide an additional view of our operational performance. Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted are financial measures that are not prepared in accordance with GAAP. We define Net Insurance Service Revenues as insurance service revenues less insurance costs, which include the premiums we pay to insurance carriers for the health and workers compensation insurance coverage provided to our clients and WSEs and the reimbursements we pay to the insurance carriers for claim payments within our insurance deductible layer. We define Net Service Revenues as the sum of professional service revenues and Net Insurance Service Revenues. We define Adjusted EBITDA as net income, excluding the effects of our income tax provision, interest expense, depreciation, amortization of intangible assets and stock-based compensation. We define Adjusted Net Income as net income, excluding the effects of our effective income tax rate, stock-based compensation, amortization of intangible assets, non-cash interest expense, debt prepayment premium, and the income tax effect of these pre-tax adjustments at our effective tax rate. For purposes of our non-GAAP financial presentation, as a result of a 2015 increase in New York City tax rates and an increase in blended state rates, we have adjusted the effective tax rate to 42.5% for the periods ended September 30, 2016, from 41.5% for the periods ended September 30, 2015. Each of these effective tax rates exclude income tax on non-deductible stock-based compensation and discrete items including the cumulative effect of state law changes. Non-cash interest expense represents amortization and write-off of our debt issuance costs.
We believe that Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share – diluted are useful for our stockholders and board of directors by helping them to identify trends in our business and understand how our management evaluates our business. We believe that Net Insurance Service Revenues provides a useful measure of revenues from our provision of cost effective insurance services to our clients. We believe that Net Service Revenues provides a useful measure of total revenues for the two main components of our revenues calculated on a consistent basis. We believe that the use of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted provides useful period-to-period comparisons and analysis of trends in our business, as they exclude certain non-cash expenses. We use Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted to monitor and evaluate our operating results and trends on an ongoing basis and internally for operating, budgeting and financial planning purposes, in addition to allocating our resources to enhance the financial performance of our business and evaluating the effectiveness of our business strategies. We also use Net Service Revenues and Adjusted EBITDA in determining the incentive compensation for management.
Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted are not prepared in accordance with, and should not be considered in isolation of, or as an alternative to, measurements required by GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. As non-GAAP measures, Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In particular:

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• Net Insurance Service Revenues and Net Service Revenues are reduced by the insurance costs that we pay to insurance carriers;
• Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
• Adjusted EBITDA does not reflect the amounts we paid in taxes or other components of our tax provision;
• Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
• Adjusted EBITDA and Adjusted Net Income do not reflect changes in, or cash requirements for, our working capital needs;
• Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted do not reflect the non-cash component of employee compensation;
• Although depreciation and amortization of intangible assets are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
• Other companies in our industry may calculate these measures or similar measures differently than we do, limiting their usefulness as a comparative measure.
Because of these limitations, you should consider Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share – diluted alongside other financial performance measures, including total revenues, net income and our other financial results presented in accordance with GAAP.
The table below sets forth a reconciliation of GAAP insurance service revenues to Net Insurance Service Revenues:
 
Three Months Ended
September 30,
 
Change
2016 vs. 2015
 
Nine Months Ended
September 30,
 
Change
2016 vs. 2015
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
(in thousands, except percentages)
Insurance service revenues
$
659,964

 
$
568,535

 
$
91,429

 
16%
 
$
1,916,753

 
$
1,639,305

 
$
277,448

 
17
%
Less: Insurance costs
609,422

 
534,481

 
74,941

 
14%
 
1,775,784

 
1,535,678

 
240,106

 
16
%
Net Insurance Service Revenues
$
50,542

 
$
34,054

 
$
16,488

 
48%
 
$
140,969

 
$
103,627

 
$
37,342

 
36
%
The table below sets forth a reconciliation of GAAP total revenues to Net Service Revenues:
 
Three Months Ended
September 30,
 
Change
2016 vs. 2015
 
Nine Months Ended
September 30,
 
Change
2016 vs. 2015
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
(in thousands, except percentages)
Total revenues
$
770,457

 
$
668,008

 
$
102,449

 
15%
 
$
2,249,242

 
$
1,933,593

 
$
315,649

 
16
%
Less: Insurance costs
609,422

 
534,481

 
74,941

 
14%
 
1,775,784

 
1,535,678

 
240,106

 
16
%
Net Service Revenues
$
161,035

 
$
133,527

 
$
27,508

 
21%
 
$
473,458

 
$
397,915

 
$
75,543

 
19
%


7



The table below sets forth a reconciliation of GAAP net income to Adjusted EBITDA:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Net income
$
14,581

 
$
3,097

 
$
38,440

 
$
17,600

Provision for income taxes
9,107

 
4,255

 
27,558

 
17,328

Stock-based compensation
6,264

 
4,188

 
20,169

 
12,991

Interest expense and bank fees
5,597

 
4,685

 
15,677

 
14,653

Depreciation
5,188

 
4,132

 
13,663

 
10,761

Amortization of intangible assets
4,662

 
10,459

 
14,647

 
32,284

Adjusted EBITDA
$
45,399

 
$
30,816

 
$
130,154

 
$
105,617

The table below sets forth a reconciliation of GAAP net income to Adjusted Net Income and Adjusted Net Income per share - diluted:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
Net income
$
14,581

 
$
3,097

 
$
38,440

 
$
17,600

Effective income tax rate adjustment
(960
)
 
1,204

 
(491
)
 
2,833

Stock-based compensation
6,264

 
4,188

 
20,169

 
12,991

Amortization of intangible assets
4,662

 
10,459

 
14,647

 
32,284

Non-cash interest expense
1,559

 
799

 
3,183

 
2,820

Income tax impact of pre-tax adjustments
(5,306
)
 
(6,410
)
 
(16,150
)
 
(19,959
)
Adjusted Net Income
$
20,800

 
$
13,337

 
$
59,798

 
$
48,569

GAAP Weighted average shares of common stock - diluted
71,965

 
72,088

 
72,126

 
72,757

Adjusted Net Income per share - diluted
$
0.29

 
$
0.19

 
$
0.83

 
$
0.67



8