Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBZ | ||
Entity Registrant Name | CBIZ, Inc. | ||
Entity Central Index Key | 944,148 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 54,848,225 | ||
Entity Public Float | $ 1.2 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 640 | $ 424 |
Restricted cash | 27,481 | 32,985 |
Accounts receivable, net | 207,287 | 188,300 |
Other current assets | 26,841 | 23,352 |
Current assets before funds held for clients | 262,249 | 245,061 |
Funds held for clients | 161,289 | 203,112 |
Total current assets | 423,538 | 448,173 |
Non-current assets: | ||
Property and equipment, net | 34,205 | 26,081 |
Goodwill and other intangible assets, net | 637,009 | 613,206 |
Assets of deferred compensation plan | 84,435 | 85,589 |
Other non-current assets | 3,844 | 3,182 |
Total non-current assets | 759,493 | 728,058 |
Total assets | 1,183,031 | 1,176,231 |
Current liabilities: | ||
Accounts payable | 58,630 | 51,375 |
Income taxes payable | 464 | |
Accrued personnel costs | 63,953 | 45,264 |
Contingent purchase price liability | 22,538 | 15,151 |
Other current liabilities | 13,656 | 18,874 |
Current liabilities before client fund obligations | 159,241 | 130,664 |
Client fund obligations | 162,073 | 203,582 |
Total current liabilities | 321,314 | 334,246 |
Non-current liabilities: | ||
Bank debt | 135,500 | 178,500 |
Debt issuance costs | (1,526) | (828) |
Total long-term debt | 133,974 | 177,672 |
Income taxes payable | 3,402 | 4,454 |
Deferred income taxes, net | 6,764 | 3,339 |
Deferred compensation plan obligations | 84,435 | 85,589 |
Contingent purchase price liability | 17,170 | 22,423 |
Other non-current liabilities | 22,309 | 17,629 |
Total non-current liabilities | 268,054 | 311,106 |
Total liabilities | 589,368 | 645,352 |
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 131,404 and 130,075; shares outstanding 55,072 and 54,591 | 1,314 | 1,301 |
Additional paid-in capital | 692,398 | 675,504 |
Retained earnings | 408,963 | 345,302 |
Treasury stock, 76,332 and 75,484 shares | (508,530) | (491,046) |
Accumulated other comprehensive loss | (482) | (182) |
Total stockholders’ equity | 593,663 | 530,879 |
Total liabilities and stockholders’ equity | $ 1,183,031 | $ 1,176,231 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 131,404,000 | 130,075,000 |
Common stock, shares outstanding | 55,072,000 | 54,591,000 |
Treasury stock, shares | 76,332,000 | 75,484,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Revenue | $ 922,003 | $ 855,340 | $ 799,832 |
Operating expenses | 790,283 | 755,584 | 697,726 |
Gross margin | 131,720 | 99,756 | 102,106 |
Corporate general and administrative expenses | 39,173 | 33,295 | 36,319 |
Operating income (loss) | 92,547 | 66,461 | 65,787 |
Other (expense) income: | |||
Interest expense | (6,645) | (6,675) | (6,593) |
Gain on sale of operations, net | 1,025 | 45 | 855 |
Other (expense) income, net | (7,087) | 14,489 | 6,957 |
Total other (expense) income, net | (12,707) | 7,859 | 1,219 |
Income from continuing operations before income tax expense | 79,840 | 74,320 | 67,006 |
Income tax expense | 18,267 | 23,288 | 26,399 |
Income (loss) from continuing operations | 61,573 | 51,032 | 40,607 |
Loss from operations of discontinued operations, net of tax | (3) | (655) | (542) |
Net income (loss) | $ 61,570 | $ 50,377 | $ 40,065 |
Basic: | |||
Continuing operations | $ 1.13 | $ 0.95 | $ 0.78 |
Discontinued operations | (0.01) | (0.01) | |
Net income | 1.13 | 0.94 | 0.77 |
Diluted: | |||
Continuing operations | 1.09 | 0.92 | 0.76 |
Discontinued operations | (0.01) | (0.01) | |
Net income | $ 1.09 | $ 0.91 | $ 0.75 |
Basic weighted average common shares outstanding | 54,561 | 53,862 | 52,321 |
Diluted weighted average common shares outstanding | 56,487 | 55,689 | 53,513 |
Comprehensive income: | |||
Net income | $ 61,570 | $ 50,377 | $ 40,065 |
Other comprehensive income: | |||
Net unrealized loss on available-for-sale securities, net of income tax benefit of $96, $16 and $77 | (259) | (42) | (23) |
Net unrealized (loss) gain on interest rate swaps, net of income tax (benefit) expense of ($8), $107 and $135 | (17) | 379 | 182 |
Foreign currency translation | (24) | (15) | (30) |
Total other comprehensive (loss) income | (300) | 322 | 129 |
Total comprehensive income | $ 61,270 | $ 50,699 | $ 40,194 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Tax effect of adjustment for gains included in income | $ 96 | $ 16 | $ 77 |
Tax effect on Interest rate swap for unrealized gain (loss) | $ (8) | $ 107 | $ 135 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, Amount at Dec. 31, 2015 | $ 427,948 | $ 1,262 | $ (462,167) | $ 634,626 | $ 254,860 | $ (633) |
Balance, Shares at Dec. 31, 2015 | 126,182 | 73,228 | ||||
Net income | 40,065 | 40,065 | ||||
Other comprehensive income (loss) | 129 | 129 | ||||
Share repurchases | (9,144) | $ (9,144) | ||||
Share repurchases, Shares | 919 | |||||
Restricted stock | $ 3 | (3) | ||||
Restricted stock, Shares | 300 | |||||
Stock options exercised | 8,070 | $ 11 | 8,059 | |||
Stock options exercised, Shares | 1,128 | |||||
Share-based compensation | 5,725 | 5,725 | ||||
Tax benefit (expense) from employee share plans | 1,004 | 1,004 | ||||
Business acquisitions | 6,224 | $ 6 | 6,218 | |||
Business acquisitions, Shares | 581 | |||||
Balance, Amount at Dec. 31, 2016 | 480,021 | $ 1,282 | $ (471,311) | 655,629 | 294,925 | (504) |
Balance, Shares at Dec. 31, 2016 | 128,191 | 74,147 | ||||
Net income | 50,377 | 50,377 | ||||
Other comprehensive income (loss) | 322 | 322 | ||||
Share repurchases | (19,735) | $ (19,735) | ||||
Share repurchases, Shares | 1,337 | |||||
Restricted stock | $ 3 | (3) | ||||
Restricted stock, Shares | 292 | |||||
Stock options exercised | 8,008 | $ 12 | 7,996 | |||
Stock options exercised, Shares | 1,176 | |||||
Share-based compensation | 5,705 | 5,705 | ||||
Business acquisitions | 6,181 | $ 4 | 6,177 | |||
Business acquisitions, Shares | 416 | |||||
Balance, Amount at Dec. 31, 2017 | 530,879 | $ 1,301 | $ (491,046) | 675,504 | 345,302 | (182) |
Balance, Shares at Dec. 31, 2017 | 130,075 | 75,484 | ||||
Cumulative-effect adjustment (Note 1) | 2,091 | 2,091 | ||||
Adjusted balance, Amount at January 1, 2018 | 532,970 | $ 1,301 | $ (491,046) | 675,504 | 347,393 | (182) |
Adjusted balance, Shares at January 1, 2018 | 130,075 | 75,484 | ||||
Net income | 61,570 | 61,570 | ||||
Other comprehensive income (loss) | (300) | (300) | ||||
Share repurchases | (17,484) | $ (17,484) | ||||
Share repurchases, Shares | 848 | |||||
Restricted stock | $ 3 | (3) | ||||
Restricted stock, Shares | 272 | |||||
Stock options exercised | $ 6,291 | $ 8 | 6,283 | |||
Stock options exercised, Shares | 864 | 864 | ||||
Share-based compensation | $ 6,866 | 6,866 | ||||
Business acquisitions | 3,750 | $ 2 | 3,748 | |||
Business acquisitions, Shares | 193 | |||||
Balance, Amount at Dec. 31, 2018 | $ 593,663 | $ 1,314 | $ (508,530) | $ 692,398 | $ 408,963 | $ (482) |
Balance, Shares at Dec. 31, 2018 | 131,404 | 76,332 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 61,570 | $ 50,377 | $ 40,065 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain on sale of operations, net of tax | (1,025) | (45) | (855) |
Depreciation and amortization expense | 23,675 | 23,061 | 22,098 |
Bad debt expense, net of recoveries | 3,665 | 5,137 | 4,090 |
Adjustment to contingent earnout liability, net | 2,617 | (1,494) | (994) |
Deferred income taxes | 5,775 | 3,674 | 4,829 |
Employee stock awards | 6,866 | 5,705 | 5,725 |
Excess tax benefits from share based payment arrangements | (3,260) | (3,837) | (1,108) |
Other, net | 400 | 1,178 | 1,065 |
Changes in assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable, net | (10,668) | (13,849) | (19,188) |
Other assets | (3,344) | 3,180 | (5,612) |
Accounts payable | 974 | 3,738 | 10,217 |
Income taxes payable | 426 | (2,071) | 1,881 |
Accrued personnel costs | 17,901 | (599) | 5,496 |
Other liabilities | (140) | 3,508 | 5,965 |
Net cash provided by continuing operations | 105,432 | 77,663 | 73,674 |
Operating cash flows (used in) provided by discontinued operations | (184) | (627) | 387 |
Net cash provided by operating activities | 105,248 | 77,036 | 74,061 |
Cash flows from investing activities: | |||
Business acquisitions and purchases of client lists, net of cash acquired | (29,080) | (28,093) | (5,653) |
Purchases of client fund investments | (18,426) | (15,546) | (11,355) |
Proceeds from the sales and maturities of client fund investments | 12,238 | 8,785 | 9,778 |
Additions to property and equipment | (14,624) | (11,892) | (4,141) |
Other, net | 2,316 | (1,935) | 1,524 |
Net cash used in investing activities | (47,576) | (48,681) | (9,847) |
Cash flows from financing activities: | |||
Proceeds from bank debt | 690,173 | 533,900 | 416,800 |
Payment of bank debt | (733,173) | (546,800) | (431,200) |
Payment for acquisition of treasury stock | (17,484) | (19,735) | (9,144) |
(Decrease) increase in client funds obligations | (41,509) | (10,273) | 5,257 |
Payment of contingent consideration of acquisitions | (11,787) | (10,515) | (7,504) |
Proceeds from exercise of stock options | 6,291 | 8,008 | 8,070 |
Other, net | (1,891) | (178) | (663) |
Net cash used in financing activities | (109,380) | (45,593) | (18,384) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (51,708) | (17,238) | 45,830 |
Cash, cash equivalents and restricted cash at beginning of year | 182,262 | 199,500 | 153,670 |
Cash, cash equivalents and restricted cash at end of year | 130,554 | 182,262 | 199,500 |
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: | |||
Cash and cash equivalents | 640 | 424 | 3,494 |
Restricted cash | 27,481 | 32,985 | 27,880 |
Cash equivalents included in funds held for clients | 102,433 | 148,853 | 168,126 |
Cash, cash equivalents and restricted cash at end of year | $ 130,554 | $ 182,262 | $ 199,500 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note Selected Terms Used in Notes to Consolidated Financial Statements ASA - Administrative Service Agreement. ASC - Accounting Standards Codification. ASU - Accounting Standards Update. CPA firm - Certified Public Accounting firm. FASB - The Financial Accounting Standards Board. GAAP - United States Generally Accepted Accounting Principles. LIBOR - London Interbank Offered Rate. New Lease Standard - ASU No. 2016-02, Leases. SEC - United States Securities & Exchange Commission. Tax Act - Tax Cuts and Jobs Act of 2017. Topic 606 - ASU No. 2014-09, Revenue from Contracts with Customers. Organization - CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 22, Segment Disclosures, to the accompanying consolidated financial statements. Basis of Presentation - The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ,” the “Company,” “we,” “us” or “our”), after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with GAAP and pursuant to the rules and regulations of the SEC. We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities. The accompanying consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to our consolidated financial condition, results of operations or cash flows. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $154.0 million, $156.4 million and $144.8 million for the years ended December 31, 2018, 2017 and 2016, respectively, the majority of which was related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis. Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks. Significant Accounting Policies - We consider the following policies to be beneficial in understanding the judgements that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows. Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results may differ materially from these estimates. Revenue Recognition - We account for revenue in accordance with Topic 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018 using the modified retrospective transition method. We recognize revenue based on the five-step model; (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue (or as) each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. For further information on the adoption of Topic 606, as well as our various streams of revenue, refer to “New Accounting Pronouncements” and Note 2, Revenue, to the accompanying consolidated financial statements. Operating Expenses - Operating expenses represent costs of service and other costs incurred to operate our business units and are primarily comprised of personnel costs and occupancy related expenses. Personnel costs include (i) salaries and benefits; (ii) commissions paid to producers; (iii) incentive compensation; and (iv) share-based compensation. Incentive compensation costs and share-based compensation are estimated and accrued. The final determination of incentive compensation is made after year-end results are completed. The largest components of occupancy costs are rent expense and utilities. Base rent expense is recognized over respective lease terms, while utilities and common area maintenance charges are recognized as incurred. Share-Based Compensation - The measurement of all share-based compensation arrangements, including stock options and restricted stock awards, is based on their grant date fair value. The expense is recognized over the requisite service period which is generally up to four years. The grant date fair value of stock options is based on the Black-Sholes-Merton pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield. The grant date fair value of restricted stock is based on the closing price of the underlying stock on the date of grant. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as “Operating expenses” or “Corporate general and administrative expenses,” depending on where the respective individual’s compensation is recorded. For additional discussion regarding share-based awards, refer to Note 15, Employee Share Plans, to the accompanying consolidated financial statements. Operating Leases - We lease most of our office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as “Other non-current liabilities.” We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. Cash and Cash Equivalents - Cash and cash equivalents consist of cash on hand and investments with an original maturity of three months or less when purchased. Restricted Cash - Restricted cash consists of funds held by us in relation to our capital and investment advisory services as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Restricted cash also consists of funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier with the related liability for these funds recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets. Accounts Receivable and Allowance for Doubtful Accounts - Accounts receivable, less allowances for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment based on a combination of factors. When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we analyze historical experience, client credit-worthiness, the age of the trade receivable balances, current economic conditions that may affect a client’s ability to pay and an evaluation of current and projected economic trends and conditions at the time of the balance sheet date. At December 31, 2018 and 2017, the allowance for doubtful accounts was $13.4 million and $13.8 million, respectively, in the accompanying Consolidated Balance Sheets. Funds Held for Clients and Client Fund Obligations - Services provided by our payroll operations include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well as other similar service offerings, we collect funds from our clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. Funds held for clients are reported in current assets and client fund obligations are reported in current liabilities in the accompanying Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments. Funds held for clients include cash, overnight investments, certificates of deposit and corporate and municipal bonds (refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion of investments). If the par value of investments held does not approximate fair value, the balance in funds held for clients may not be equal to the balance in client fund obligations. The amount of collected but not yet remitted funds may vary significantly during the year based on the timing of clients’ payroll periods. Property and Equipment - Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining respective lease term. The cost of software purchased or developed for internal use is capitalized and amortized using the straight-line method over an estimated useful life not to exceed seven years. We periodically review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Under those circumstances, if the fair value were less than the carrying amount of the asset, we would recognize a loss for the difference. Goodwill and Other Intangible Assets - Goodwill represents the difference between the purchase price of the acquired business and the related fair value of the net assets acquired. A significant portion of our assets in the accompanying Consolidated Balance Sheets is goodwill. At December 31, 2018, the carrying value of goodwill totaled $564.3 million, compared to total assets of $1.2 billion and total shareholders’ equity of $593.7 million. Intangible assets consist of identifiable intangibles other than goodwill. Identifiable intangible assets other than goodwill include client lists and non-compete agreements which require significant judgements in determining the fair value. We carry client lists and non-compete agreements at cost, less accumulated amortization, in the accompanying Consolidated Balance Sheets. Goodwill is not amortized, but rather is tested for impairment annually during the fourth quarter. In addition to our annual goodwill test, on a periodic basis, we are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value has fallen below its carrying value, thus requiring us to perform an interim goodwill impairment test. Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from two to fifteen years). We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Recoverability is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. The goodwill impairment test is performed at a reporting unit level. A reporting unit is an operating segment of a business or one level below an operating segment. At December 31, 2018, we had five reporting units. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. Under the qualitative assessment, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured. Any such impairment charge would reduce earnings and could be material. After considering changes to assumptions used in our most recent quantitative testing for each reporting unit, including the capital market environment, economic and market conditions, industry competition and trends, our weighted average cost of capital, changes in management and key personnel, the price of our common stock, changes in our results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as determined in our most recent quantitative testing, and other factors, we concluded that it was more likely than not that the fair values of each of our reporting units were more than their respective carrying values and, therefore, did not perform a quantitative impairment analysis. For further information regarding our goodwill balances, refer to Note 5, Goodwill and Other Intangible Assets, net, to the accompanying consolidated financial statements. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. We determine valuation allowances based on all available evidence. Such evidence includes historical results, the reversal of deferred tax liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies. Determining valuation allowances includes significant judgment by management, and different judgments could yield different results. Accounting for uncertain tax positions requires a more-likely-than-not threshold for recognition in the consolidated financial statements. We recognize a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained. We record a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the consolidated financial statements. Business Combinations - We recognize and measure identifiable assets acquired and liabilities assumed as of the acquisition date at fair value. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets. The operating results of acquired businesses are included in our consolidated financial statements beginning on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at fair value as of the acquisition date. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed. Contingent Purchase Price Liabilities - Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability - current” and “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities, which is considered a Level 3 unobservable input, is reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. For the years ended December 31, 2018, 2017 and 2016, we recorded other (expense) income of ($2.6) million, $1.5 million and $1.0 million, respectively, related to net changes in the fair value of contingent consideration. Refer to Note 7, Fair Value Measurements, and Note 19, Acquisitions, for further discussion of our contingent purchase price liabilities and acquisitions. Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $400.0 million unsecured credit facility (as amended the “2018 credit facility” or the “credit facility”). The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We utilize derivative instruments to manage interest rate risk associated with our floating-rate debt under the credit facility. Interest rate swap contracts mitigate the risk associated with the underlying hedged item. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss, net of tax, to the extent effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. For further discussion regarding derivative financial instruments, refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements. Recent Accounting Pronouncements - The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB codification. We assess and review the impact of all ASUs. ASUs not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2018 Modification Accounting for Share-Based Payment Awards - Effective January 1, 2018, we adopted ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting. The new standard clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Modification accounting is required if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. We typically do not change either the terms or conditions of share-based payment awards once they are granted; therefore, the adoption of this new guidance had no impact on our consolidated financial statements. Restricted Cash - Statement of Cash Flows - Effective January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230). The new standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on our consolidated Statement of Cash Flows. Accordingly, the statement of cash flows has been revised to include restricted cash (related to our capital and investment advisory services, as well as our property and casualty business unit) and cash equivalents associated with funds held to satisfy client obligations, as a component of cash, cash equivalents, restricted cash and cash equivalents. When restricted cash and cash equivalents are presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet, as well as a disclosure of information about the nature of the restrictions. The nature of the restrictions disclosure is included in the accompanying “Significant Accounting Policies.” The reconciliation of cash, cash equivalents and restricted cash as reported in the accompanying Consolidated Balance Sheets that sum to the total of the same such amount in the accompanying Consolidated Statements of Cash Flows is included below the accompanying Consolidated Statements of Cash Flows. Statement of Cash Flows - Effective January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. The new standard provides guidance on eight specific cash flow issues. The application of this guidance did not have a material effect on the presentation of our consolidated Statement of Cash Flows. Revenue from Contracts with Customers - Effective January 1, 2018, we adopted Topic 606 using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new standard as an adjustment directly to the opening balance of “Retained earnings” at January 1, 2018. The comparative information has not been restated and continues to be reported under the legacy standard. We evaluate our revenue contracts with customers based on the five-step model under Topic 606, pursuant to which we: (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue when as each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. Revenue recognition was consistent under both the legacy standard and Topic 606 for the majority of our revenue streams, with the exception of two business units within our Benefits and Insurance Services practice group. • In our Property and Casualty business unit, commission revenue under agency billing arrangements (pursuant to which we bill the insured, collect the funds and remit the premium to the insurance carrier less our commissions) was previously recognized on the later of the effective date of the insurance policy or the date billed to the customer. We now recognize the commission revenue on the effective date of the insurance policy. • Also in our Property and Casualty business unit, commission revenue under direct billing arrangements (pursuant to which the insurance carrier bills the insured directly and remits the commissions to us) was previously recognized when the data necessary from the carriers was available, whereas now we recognize the commission revenue on the effective date of the insurance policy. • In our Retirement Plan Services business unit, under certain defined benefit administration arrangements we charge new clients an initial, non-refundable, set-up fee as part of a multi-year service agreement. Previously, these fees were recognized over the initial set up period, whereas now we defer the set-up fees and associated costs and recognize them over the life of the contract or the expected customer relationship, whichever is longer. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet was as follows (in thousands): Balance at Adjustments Balance at December 31, due to January 1, Balance Sheet 2017 Topic 606 2018 ASSETS Accounts receivable, net $ 188,300 $ 10,098 $ 198,398 Other current assets 259,873 80 259,953 Other non-current assets 728,058 728 728,786 Total assets $ 1,176,231 $ 10,906 $ 1,187,137 LIABILITIES Accounts payable 51,375 6,281 57,656 Accrued personnel costs 45,264 595 45,859 Other current liabilities 237,607 113 237,720 Deferred income taxes, net 3,339 814 4,153 Other non-current liabilities 307,767 1,012 308,779 Total liabilities 645,352 8,815 654,167 STOCKHOLDERS' EQUITY Retained earnings 345,302 2,091 347,393 Other stockholders' equity 185,577 — 185,577 Total stockholders' equity 530,879 2,091 532,970 Total liabilities and stockholders' equity $ 1,176,231 $ 10,906 $ 1,187,137 The following tables summarize the impact of adopting Topic 606 on our consolidated financial statements for the periods indicated below (in thousands): Balances without December 31, 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 207,287 $ (12,671 ) $ 194,616 Other current assets 216,251 (80 ) 216,171 Other non-current assets 759,493 (647 ) 758,846 Total assets $ 1,183,031 $ (13,398 ) $ 1,169,633 LIABILITIES Accounts payable $ 58,630 $ (7,930 ) $ 50,700 Accrued personnel costs 63,953 (587 ) 63,366 Other current liabilities 198,731 (113 ) 198,618 Deferred income taxes, net 6,764 (1,035 ) 5,729 Other non-current liabilities 261,290 (897 ) 260,393 Total liabilities 589,368 (10,562 ) 578,806 STOCKHOLDERS' EQUITY Retained earnings 408,963 (2,836 ) 406,127 Other stockholders' equity 184,700 — 184,700 Total shareholders' equity 593,663 (2,836 ) 590,827 Total liabilities and stockholders' equity $ 1,183,031 $ (13,398 ) $ 1,169,633 Balances without Year Ended December 31, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 922,003 $ (1,039 ) $ 920,964 Operating expenses 790,283 (73 ) 790,210 Gross margin 131,720 (966 ) 130,754 Corporate general and administrative expenses 39,173 — 39,173 Operating income 92,547 (966 ) 91,581 Other (expense) income: Interest expense (6,645 ) — (6,645 ) Gain on sale of operations, net 1,025 — 1,025 Other expense, net (7,087 ) — (7,087 ) Total other expense, net (12,707 ) — (12,707 ) Income from continuing operations before income tax expense 79,840 (966 ) 78,874 Income tax expense 18,267 (221 ) 18,046 Income from continuing operations 61,573 (745 ) 60,828 Loss from discontinued operations, net of tax (3 ) — (3 ) Net income $ 61,570 $ (745 ) $ 60,825 Balances without Year Ended December 31, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 61,570 $ (745 ) $ 60,825 Adjustments to reconcile net income to net cash provided by operating activities: 38,713 — 38,713 Changes in assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net (10,668 ) 2,573 (8,095 ) Other assets (3,344 ) (81 ) (3,425 ) Accounts payable 974 (1,649 ) (675 ) Accrued personnel costs 17,901 8 17,909 Other liabilities (140 ) (106 ) (246 ) Other 426 — 426 Operating cash flows provide by continuing operations 105,432 — 105,432 Operating cash flows used in discontinued operations (184 ) — (184 ) Net cash provided by operating activities 105,248 — 105,248 Net provided by investing activities (47,576 ) — (47,576 ) Net cash used in financing activities (109,380 ) — (109,380 ) Net increase in cash, cash equivalents and restricted cash (51,708 ) — (51,708 ) Cash, cash equivalents and restricted cash at beginning of year 182,262 — 182,262 Cash, cash equivalents and restricted cash at end of period $ 130,554 $ — $ 130,554 Accounting Standards Issued But Not Adopted at December 31, 2018 Internal-Use Software - In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) which allows the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods, with early adoption permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Derivatives and Hedging - In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. The new standard improves and simplifies accounting rules for hedge accounting to better present the economic results of an entity’s risk management activities in its financial statements and improves the disclosures of hedging arrangements. Additionally, it simplifies the hedge documentation and effectiveness assessment requirements. The updated guidance is effective for us beginning January 1, 2019. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Leases - In February 2016, the FASB issued the New Lease Standard. The new standard requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) on their balance sheet at the commencement date and recognize expenses on their income statement similar to the current guidance under ASC Topic 840, Leases. The New Lease Standard is effective for fiscal years and interim periods beginning after December 15, 2018. In addition, the FASB issued ASU No. 2018-11, Leases Targeted Improvements, which provides a package of practical expedients for entities to apply upon adoption. We will adopt this standard effective January 1, 2019. We expect the New Lease Standard to have a material effect on our consolidated balance sheet, with no material impact on our results of operations, our liquidity or our debt covenant compliance under our current credit agreements. Refer to Note 11, Lease Commitments, to the accompanying consolidated financial statements for further information on our current lease arrangements, the amounts of which represent the future undiscounted commitments. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue In accordance with the new revenue recognition standard requirements, the following table disaggregates our revenue by source (in thousands): For the Year Ended December 31, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 600,926 $ — $ — $ 600,926 Core Benefits and Insurance Services — 276,496 — 276,496 Non-core Benefits and Insurance Services — 11,941 — 11,941 Managed networking, hardware services — — 24,404 24,404 National Practices consulting — — 8,236 8,236 Total revenue $ 600,926 $ 288,437 $ 32,640 $ 922,003 Financial Services Revenue primarily consists of professional service fees derived from traditional accounting services, tax return preparation, administrative services, financial and risk advisory, consulting and valuation services. Clients are billed for these services based upon a fixed-fee, an hourly rate, or an outcome-based fee. Time related to the performance of all services is maintained in a time and billing system. Revenue for fixed-fee arrangements is recognized over time with the performance obligation measured in hours worked and anticipated realization. Anticipated realization is defined as the fixed fee divided by the product of the hours anticipated to complete a performance obligation and the standard billing rate. Anticipated realization rates are applied to hours charged to a contract when recognizing revenue. At the end of each reporting period, we evaluate the work performed to date to ensure that the amount of revenue recognized in each reporting period for the client arrangement is equal to the performance obligations met. Time and expense arrangement revenue is recognized over time with progress measured towards completion with value being transferred through our hourly fee arrangement at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known. We applied the guidance of Topic 606 in determining the appropriate accounting for outcome-based arrangements. Prior to recognizing revenue, we estimate the transaction price, including variable consideration that is subject to a constraint based on risks specific to the arrangement. We evaluate the estimate in each reporting period and recognize revenue to the extent it is probable that a significant reversal of revenue will not occur. Revenue is recognized when the constraint is lifted at a point in time when the value is determined and verified by a third party. Benefits and Insurance Services Core Benefits and Insurance Services consists of group health benefits consulting, property and casualty, retirement plan services and payroll processing services. Revenue consists primarily of fee income for administering health and retirement plans and brokerage commissions. Revenue also includes investment income related to client payroll funds that are held in CBIZ accounts, as is industry practice. Under the new revenue recognition standard, the cost to obtain a contract must be capitalized unless the contract period is one year or less. We pay commissions monthly and require the recipient of the commission to be employed by us at the time of the payment. Failure to remain employed at the date the commission is payable results in the forfeiture of commissions that would otherwise be due. Therefore, we have determined that the requirement of continued employment is substantive and accordingly, do not consider the commissions to be incremental costs of obtaining the customer contract and consequently a contract acquisition cost is not recognized for those commissions. Revenue related to group health benefits consulting consists of (i) commissions, (ii) fee income which can be fixed or variable based on a price per participant and (iii) contingent revenue. • Commission revenue and fee income are recognized over the contract period as these services are provided to clients continuously throughout the term of the arrangement. Our customers benefit from each month of service on its own and although volume and the number of participants may differ month to month, the obligation to perform substantially remains the same. • Contingent revenue arrangements are related to carrier-based performance targets. Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue. Revenue is recognized when the constraint has been lifted which is the earlier of written notification that the target has been achieved or cash collection. Contingent revenue is not a significant revenue stream to our consolidated financial position or results of operations. Revenue related to property and casualty consists of (i) commissions and (ii) contingent revenue. • Commissions relating to agency billing arrangements (pursuant to which we bill the insured, collect the funds and forward the premium to the insurance carrier less our commission) and direct billing arrangements (pursuant to which the insurance carrier bills the insured directly and forwards the commission to us) are both recognized on the effective date of the policy. Commission revenue is reported net of reserves for estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and assumptions using historical cancellation and termination experience and other current factors to project future experience. • Contingent revenue arrangements related to carrier-based performance targets include claim loss experience and other factors. Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue. Revenue is recognized when the constraint has been lifted which is the earlier of written notification that the target has been achieved or cash collection. Contingent revenue is not a significant revenue stream to our consolidated financial position or results of operations. Revenue related to retirement plan services consist of advisory, third party administration and actuarial services. • Advisory revenue is based on the value of assets under management, as provided by a third party, multiplied by an agreed upon rate. Advisory services revenue is calculated monthly or quarterly based on the estimated value of assets under management, as it is earned over the duration of the reporting period and relates to performance obligations satisfied during that period. The variability related to the estimated asset values used to recognize revenue during the reporting period is resolved and the amount of related revenue recognized is adjusted when the actual value of assets under management is known. • Third party administration revenue is recognized over the contract period as these services are provided to clients continuously throughout the term of the arrangement. Our clients benefit from each month of service on its own, and although the volume of tasks may differ month to month, the obligation to perform substantially remains the same. • Actuarial revenue is recognized over the contract period with performance measured in hours in relation to the expected total hours. Under certain defined benefit plan administration arrangements, we charge new clients an initial, non-refundable, set-up fee as part of a multi-year service agreement. Revenue and costs related to the set-up fees are deferred and recognized over the life of the contract or the expected customer relationship, whichever is longer. Revenue related to payroll processing consists of a (i) fixed fee or (ii) variable fee based on a price per employee or check processed. Revenue is recognized when the actual payroll processing occurs. Our customers benefit from each month of service on its own and although volume and the variability may differ month to month, the obligation to perform substantially remains the same. Non-core Benefits and Insurance Services consists of transactional businesses that tend to fluctuate. These include life insurance, wholesale agency benefits and talent and compensation services. National Practices Managed networking, hardware services revenue consists of installation, maintenance and repair of computer hardware. These services are charged to a single customer based on cost plus an agreed-upon markup percentage, which has existed since 1999. National Practices consulting revenue is based upon a fixed fee, an hourly rate, or outcome-based. Revenue for fixed fee and time and expense arrangements is recognized over the performance period based upon actual hours incurred, while revenue for outcome-based arrangements is recognized similar to the outcome-based arrangements in the Financial Services practice group. Transaction Price Allocated to Future Obligations - The new revenue recognition standard requires the disclosure of the aggregate amount of transaction price allocated to performance obligations that have not yet been satisfied as of the reporting date. The guidance provides certain practical expedients that limit this requirement, including performance obligations that are part of a contract that is one year or less. Since the majority of our contracts are one year or less, we have applied this practical expedient related to quantifying remaining performance obligations |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 3. Accounts Receivable, Net Accounts receivable, net balances at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Trade accounts receivable $ 159,992 $ 139,730 Unbilled revenue, at net realizable value 60,684 62,397 Total accounts receivable 220,676 202,127 Allowance for doubtful accounts (13,389 ) (13,827 ) Accounts receivable, net $ 207,287 $ 188,300 Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands): 2018 2017 2016 Balance at beginning of period $ (13,827 ) $ (13,508 ) $ (12,659 ) Provision for losses (3,776 ) (5,529 ) (4,154 ) Charge-offs, net of recoveries 4,214 5,210 3,305 Balance at end of period $ (13,389 ) $ (13,827 ) $ (13,508 ) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net at December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Buildings and leasehold improvements $ 28,456 $ 26,289 Furniture and fixtures 27,690 25,835 Capitalized software 37,281 36,639 Equipment 17,875 13,615 Total property and equipment 111,302 102,378 Accumulated depreciation and amortization (77,097 ) (76,297 ) Property and equipment, net $ 34,205 $ 26,081 Depreciation expense for property and equipment was $6.1 million, $5.3 million and $5.4 million in 2018, 2017 and 2016, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Note A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2018 and 2017 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill December 31, 2016 $ 271,330 $ 214,488 $ 1,666 $ 487,484 Additions 35,531 5,409 — 40,940 December 31, 2017 $ 306,861 $ 219,897 $ 1,666 $ 528,424 Additions 22,978 13,111 — 36,089 Divestitures (213 ) — — (213 ) December 31, 2018 $ 329,626 $ 233,008 $ 1,666 $ 564,300 We review goodwill at the reporting unit level at least annually, as of November 1, for impairment. We had five reporting units at November 1, 2018. No goodwill impairment was recognized as a result of the annual evaluation. The components of goodwill and other intangible assets, net at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Goodwill $ 564,300 $ 528,424 Intangibles : Client lists 181,564 177,221 Other intangibles 9,447 8,767 Total intangibles 191,011 185,988 Total goodwill and other intangibles assets 755,311 714,412 Accumulated amortization: Client lists (112,905 ) (97,063 ) Other intangibles (5,397 ) (4,143 ) Total accumulated amortization (118,302 ) (101,206 ) Goodwill and other intangible assets, net $ 637,009 $ 613,206 Amortization expense for client lists and other intangible assets was $17.5 million, $17.8 million and $16.7 million in 2018, 2017 and 2016, respectively. The weighted-average useful lives of total intangible assets, client lists and other intangible assets were 6.8 years, 6.7 years and 7.8 years, respectively. Other intangible assets are amortized over periods ranging from 2 to 11 years. Based on the amount of intangible assets subject to amortization at December 31, 2018, the estimated amortization expense is $13.6 million for 2019, $12.3 million for 2020, $10.8 million for 2021, $9.0 million for 2022 and $7.9 million for 2023. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | Note 6. Financial Instruments The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates. Concentrations of Credit Risk - Financial instruments that may subject us to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with any one financial institution. Our client base consists of large numbers of geographically diverse customers dispersed throughout the United States; thus, concentration of credit risk with respect to accounts receivable is not significant. Bonds - We held corporate and municipal bonds with net par values totaling $55.7 million and $49.5 million at December 31, 2018 and 2017, respectively. All bonds are investment grade and are classified as available-for-sale. Our bonds have maturity dates or callable dates ranging from January 2019 through February 2024, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on the intent and ability of us to sell these investments at any time under favorable conditions. The following table summarizes our bond activity for the years ended December 31, 2018 and 2017 (in thousands): 2018 2017 Fair value at January 1 $ 51,101 $ 44,573 Purchases 18,426 15,546 Sales (1,793 ) (940 ) Maturities and calls (10,445 ) (7,845 ) Decrease in bond premium (377 ) (160 ) Fair market value adjustment (356 ) (73 ) Fair value at December 31 $ 56,556 $ 51,101 Interest Rate Swaps - We do not purchase or hold any derivative instruments for trading or speculative purposes. We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility. Under these interest rate swap contracts, we receive cash flows from counterparties at variable rates based on LIBOR and pay the counterparties a fixed rate. To mitigate counterparty credit risk, we only enter into contracts with selected major financial institutions with investment grade ratings and continually assess their creditworthiness. There are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We had no fair value hedging instruments at December 31, 2018 or 2017. Our interest rate swaps are designated as cash flow hedges. Accordingly, the interest rate swaps are recorded as either an asset or liability in the accompanying Consolidated Balance Sheets at fair value. The mark-to-market gains or losses on the swaps are deferred and included as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent the hedge is determined to be effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. The interest rate swaps are assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis. For the years ended December 31, 2018 and 2017, the interest rate swaps were deemed to be highly effective. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at December 31, 2018 and 2017 (in thousands). Refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for additional disclosures regarding fair value measurements. December 31, 2018 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-current assets December 31, 2017 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swap $ 15,000 $ 76 Other current assets Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the agreement, and receive interest that varies with the one-month LIBOR. The notional value, fixed rate of interest and expiration date of each interest rate swap as of December 31, 2018 is (i) $25 million – 1.300% - October 2020, (ii) $10 million – 1.120% - February 2021 and (iii) $20 million – 1.770% - May 2022 and (iv) $15 million – 2.640% - June 2023. During the second quarter of 2018, we entered into a 5-year interest rate swap with a notional value of $15 million, while during the fourth quarter of 2018, one interest rate swap expired with a notional value of $15 million. During the next twelve months, the amount of the December 31, 2018 AOCL balance that will be reclassified to earnings is expected to be immaterial. The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2018 and 2017 (in thousands): (Loss) Gain recognized in AOCL, net of tax Gain (Loss) reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2018 2017 2018 2017 Interest rate swap $ (17 ) $ 379 $ 357 $ (132 ) Interest expense |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability • Level 3 — Unobservable inputs for the asset or liability We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As circumstances change, we will reassess the level in which the inputs are included in the fair value hierarchy. For the years ended December 31, 2018 and 2017, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes our assets and liabilities at December 31, 2018 and 2017 that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level December 31, 2018 December 31, 2017 Deferred compensation plan assets 1 $ 84,435 $ 85,589 Corporate and municipal bonds 1 $ 56,556 $ 51,101 Deferred compensation plan liabilities 1 $ (84,435 ) $ (85,589 ) Interest rate swap 2 $ 1,096 $ 1,131 Contingent purchase price liabilities 3 $ (39,708 ) $ (37,574 ) Contingent Purchase Price Liabilities - Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability — current” and “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Fair value measurements characterized within Level 3 of the fair value hierarchy are measured based on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities are reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. During the year ended December 31, 2018, we recorded other expense of $2.6 million related to net changes in the fair value of contingent consideration which is mostly attributable to the required mark-to-market accounting of future shares issuances for contingent considerations. For the same period in 2017, we recorded other income of $1.5 million related to net changes in the fair value of contingent consideration related to our prior acquisitions. These increases/decreases are included in “Other Income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 19, Acquisitions, for further discussion of our acquisitions and contingent purchase price liabilities. The following table summarizes the change in fair value of our contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2018 and 2017 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2017 $ (33,709 ) Additions from business acquisitions (19,291 ) Settlement of contingent purchase price payable 13,932 Change in fair value of contingency 2,128 Change in net present value of contingency (634 ) Balance — December 31, 2017 $ (37,574 ) Additions from business acquisitions (13,382 ) Settlement of contingent purchase price payable 13,865 Change in fair value of contingency (1,673 ) Change in net present value of contingency (944 ) Balance — December 31, 2018 $ (39,708 ) The carrying amounts of our cash and cash equivalents, accounts, receivable and accounts payable approximate fair value because of the short maturity of these instruments, and the carrying value of bank debt approximates fair value as the interest rate on the bank debt is variable and approximates current market rates. As a result, the fair value measurement of our bank debt is considered to be Level 2. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes For financial reporting purposes, income from continuing operations before income taxes includes the following components (in thousands): 2018 2017 2016 United States $ 79,669 $ 74,151 $ 66,848 Foreign (Canada) 171 169 158 Total $ 79,840 $ 74,320 $ 67,006 Income tax expense (benefit) included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): 2018 2017 2016 Continuing operations : Current: Federal $ 12,626 $ 21,086 $ 18,816 Foreign 45 45 42 State and local 2,808 2,475 2,681 Total 15,479 23,606 21,539 Deferred: Federal 2,047 (1,086 ) 4,148 State and local 741 768 712 Total 2,788 (318 ) 4,860 Total income tax expense from continuing operations 18,267 23,288 26,399 Discontinued operations : Operations of discontinued operations: Current 2 (418 ) (365 ) Deferred (1 ) (19 ) (10 ) Total income tax expense from discontinued operations 1 (437 ) (375 ) Total income tax expense $ 18,268 $ 22,851 $ 26,024 The provision for income taxes attributable to income from continuing operations differed from the amount obtained by applying the federal statutory income tax rate to income from continuing operations before income taxes, as follows (in thousands, except percentages): 2018 2017 2016 Tax at U.S. federal statutory rates $ 16,766 $ 26,012 $ 23,452 State taxes (net of federal benefit) 4,035 2,945 2,643 Business meals and entertainment — non-deductible 915 820 784 Reserves for uncertain tax positions (1,124 ) (35 ) (87 ) Share-based compensation (3,260 ) (3,837 ) — Impact of the Tax Cuts and Jobs Act of 2017 — (2,487 ) — Non-deductible expenses 785 236 22 Other, net 150 (366 ) (415 ) Provision for income taxes from continuing operations $ 18,267 $ 23,288 $ 26,399 Effective income tax rate 22.9 % 31.3 % 39.4 % ASU 2016-09 - Stock Compensation - We recognized a reduction to “Income tax expense” in the accompanying Consolidated Statements of Comprehensive Income of $3.3 million in 2018 and $3.8 million in 2017 (resulting from an increase in the fair value of an award from grant date to the vesting or exercise date, as applicable). The income tax benefit of $1.1 million in 2016 from share-based compensation was recorded in “Additional paid-in-capital” in the accompanying Consolidated Balance Sheets. Refer to Note 1, Basis of Presentation and Significant Accounting Policies to the accompanying consolidated financial statements for further discussion on new accounting pronouncement adoptions. The Tax Act - On December 22, 2017, the Tax Act was signed into law, which permanently reduces the corporate federal income tax rate from 35% to 21% beginning in 2018. We recognized an income tax benefit of $2.5 million in 2017, due to the revaluation of our deferred tax liabilities. Our effective tax rate was 22.9% in 2018, compared to 31.3% in 2017. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2018 and 2017, were as follows (in thousands): 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 1,091 $ 1,229 Allowance for doubtful accounts 2,902 3,022 Employee benefits and compensation 24,761 21,155 Lease costs 4,099 3,611 State tax credit carryforwards 1,353 1,385 Property and equipment — 528 Other deferred tax assets 287 633 Total gross deferred tax assets 34,493 31,563 Less: valuation allowance (1,840 ) (1,657 ) Total deferred tax assets, net $ 32,653 $ 29,906 Deferred tax liabilities: Accrued interest $ — $ 819 Client list intangible assets 1,184 1,513 Goodwill and other intangibles 35,840 30,913 Property and equipment 1,356 — Other deferred tax liabilities 1,037 — Total gross deferred tax liabilities $ 39,417 $ 33,245 Net deferred tax liability $ (6,764 ) $ (3,339 ) We have established valuation allowances for deferred tax assets related to certain employee benefits and compensation, state net operating loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2018 and December 31, 2017. The net increase in the valuation allowance of $0.2 million for the year ended December 31, 2018 primarily related to changes in the valuation allowance for NOLs. The net increase in the valuation allowance of $0.3 million for the year ended December 31, 2017 primarily related to changes in the valuation allowance as a result of the Tax Act. In assessing the realization of deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning strategies. Based upon review of these items, management believes it is more-likely-than-not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances. We file income tax returns in the United States, Canada, and most state jurisdictions. In March 2016, the Internal Revenue Service completed its audit of our 2013 and 2014 federal income tax returns. We paid $0.5 million in settlement of this audit which had no impact on the 2016 income tax expense. With limited exceptions, our state and local income tax returns and non-U.S. income tax returns are no longer subject to tax authority examinations for years ending prior to January 1, 2014 and January 1, 2013, respectively The availability of NOLs and state tax credits are reported as deferred tax assets, net of applicable valuation allowances, in the accompanying Consolidated Balance Sheets. At December 31, 2018, we had state net operating loss carryforwards of $23.2 million and state tax credit carryforwards of $1.4 million. The state net operating loss carryforwards expire on various dates between 2019 and 2038 and the state tax credit carryforwards expire on various dates between 2019 and 2028. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2018 2017 2016 Balance at January 1 $ 3,882 $ 4,090 $ 4,287 Additions for tax positions of the current year 119 123 110 Settlements of prior year positions (16 ) — (11 ) Lapse of statutes of limitation (1,166 ) (331 ) (296 ) Balance at December 31 2,819 3,882 4,090 Included in the balance of unrecognized tax benefits at December 31, 2018 are $1.9 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. We believe it is reasonably possible that certain of these unrecognized tax benefits could change in the next twelve months. We expect reductions in the liability for unrecognized tax benefits of approximately $0.1 million within the next twelve months due to expiration of statutes of limitation. Given the number of years that are currently subject to examination, we are unable to estimate the range of potential adjustments to the remaining balance of unrecognized tax benefits at this time. We recognize interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. During 2018, we accrued interest expense of less than $0.1 million and, as of December 31, 2018, had recognized a liability for interest expense and penalties of $0.7 million and $0.2 million, respectively, relating to unrecognized tax benefits. During 2017, we accrued interest expense of $0.2 million and, as of December 31, 2017, had recognized a liability for interest expense and penalties of $0.7 million and $0.2 million, respectively, relating to unrecognized tax benefits. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 9. Debt and Financing Arrangements In 2018, we amended and restated our primary financing arrangement, the $400 million unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc. and Bank of America, N.A., as administrative agent and bank, and other participating banks. The 2018 credit facility amends and restates our credit agreement (prior to being amended and restated by the 2018 credit facility, the “2014 credit facility”), dated as of July 28, 2014, as amended by the First Amendment to credit agreement, dated as of April 10, 2015, and as amended by the Second Amendment to credit agreement, as filed on November 3, 2015. The 2018 credit facility extends the maturity date from 2019 to 2023, continues to provide for a $400 million revolving loan commitment, improves our borrowing margin related to leverage ratio and increases the flexibility of certain covenant baskets, as compared to the 2014 credit facility. In connection with our 2018 credit facility, we incurred approximately $1.1 million of financing costs during the second quarter of 2018, which have been deferred as other assets on our Consolidated Balance Sheets, and are being amortized as interest expense on a straight line basis over the term of the 2018 credit facility. In the third quarter of 2018, we entered into an unsecured $20 million line of credit with a bank participating in our 2018 credit facility. This line of credit will be used to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. Refer to Note 6, Financial Instruments, for further discussion regarding these investments. The line of credit, which terminates August 16, 2019, did not have a balance outstanding at December 31, 2018. Borrowings under the line of credit bear interest at the prime rate. The 2018 credit facility provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases. The balance outstanding under the 2018 credit facility and the 2014 credit facility was $135.5 million and $178.5 million at December 31, 2018 and December 31, 2017, respectively. Rates for the years ended December 31, 2018 and 2017 were as follows (includes bank debt and interest rate swaps): 2018 2017 Weighted average rates 3.08% 2.72% Range of effective rates 2.12% - 5.50% 2.19% - 4.75% Availability - We have approximately $255.5 million of available funds under the 2018 credit facility at December 31, 2018, based on the terms of the commitment. Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the credit facility, and are reduced by letters of credit, performance guarantees, other indebtedness and outstanding borrowings under the credit facility. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility. Debt Covenant Compliance - The 2018 credit facility is subject to certain financial covenants that may limit our ability to borrow up to the total commitment amount. Covenants require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage ratio. We are in compliance with all covenants. Debt Covenant Restrictions - The credit facility also places restrictions on our ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The credit facility limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the credit facility and applicable law. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated. Interest Expense - For the years ended December 31, 2018, 2017 and 2016, we recognized interest expense as follows (in thousands): 2018 2017 2016 Credit facility (1) $ 6,645 $ 6,675 $ 6,585 2006 Notes (2) — — 8 Balance at December 31 $ 6,645 $ 6,675 $ 6,593 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) We redeemed the remaining 3.125% Convertible Senior Subordinated Notes during the second quarter of 2016 under an optional early redemption provision. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 10. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Net unrealized loss on available-for-sale securities, net of income tax benefit of $183 and $157, respectively $ (495 ) $ (236 ) Net unrealized gain on interest rate swap, net of income tax expense of $213 and $419, respectively 694 712 Foreign currency translation (681 ) (658 ) Accumulated other comprehensive loss $ (482 ) $ (182 ) |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Lease Commitments | Note 11. Lease Commitments Operating Leases - We lease certain of our office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2018 were as follows (in thousands): Year Ending December 31, Gross Operating Lease Commitments Sub-Leases Net Operating Lease Commitments 2019 $ 34,490 $ 234 $ 34,256 2020 30,653 234 30,419 2021 26,172 — 26,172 2022 20,358 — 20,358 2023 18,981 — 18,981 Thereafter 65,854 — 65,854 Total $ 196,508 $ 468 $ 196,040 Rent expense for continuing operations incurred under operating leases was $38 million, $38.4 million and $37 million for the years ended December 31, 2018, 2017 and 2016, respectively. Rent expense does not necessarily reflect cash payments, as described under “Operating Leases” in Note 1. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Acquisitions - The purchase price that we normally pay for businesses and client lists consists of two components: an up-front non-contingent portion, and a portion which is contingent upon the acquired businesses or client lists’ future performance. The fair value of the purchase price contingency related to businesses is recorded at the date of acquisition and re-measured each reporting period until the liability is settled. Shares of our common stock that are issued in connection with acquisitions may be contractually restricted from sale for periods up to one year. Acquisitions are further disclosed in Note 19, Acquisitions. Indemnifications - We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by us under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2018, we were not aware of any obligations arising under indemnification agreements that would require material payments, and therefore have not recorded a liability. Employment Agreements - We maintain severance and employment agreements with a certain number of our executive officers, whereby such officers may be entitled to payment in the event of termination of their employment. We also have arrangements with certain non-executive employees which may include severance and other employment provisions. We accrue for amounts payable under these contracts and arrangements as triggering events occur and obligations become known. During the years ended December 31, 2018, 2017 and 2016, payments under such contracts and arrangements were not material. Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits which totaled $1.1 million and $2.3 million at December 31, 2018 and 2017, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.9 million and $2.5 million at December 31, 2018 and 2017, respectively Legal Proceedings - In 2010, CBIZ, Inc. and its subsidiary, CBIZ MHM, LLC (fka CBIZ Accounting, Tax & Advisory Services, LLC) (the “CBIZ Parties”), were named as defendants in lawsuits filed in the U.S. District Court for the District of Arizona and the Superior Court for Maricopa County, Arizona. The federal court case is captioned Robert Facciola, et al v. Greenberg Traurig LLP, et al, and the state court cases are captioned Victims Recovery, LLC v. Greenberg Traurig LLP, et al, Roger Ashkenazi, et al v. Greenberg Traurig LLP, et al, Mary Marsh, et al v. Greenberg Traurig LLP, et al; and ML Liquidating Trust v. Mayer Hoffman McCann, P.C. (“Mayer Hoffman”), et al. Prior to these suits CBIZ MHM, LLC was named as a defendant in Jeffrey C. Stone v. Greenberg Traurig LLP, et al. These lawsuits arose out of the bankruptcy of Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various other professional firms and individuals not related to the Company were also named defendants in these lawsuits. The lawsuits asserted claims for, among others things, violations of the Arizona Securities Act, common law fraud, and negligent misrepresentation, and sought to hold the CBIZ Parties vicariously liable for Mayer Hoffman’s conduct as Mortgage Ltd.’s auditor, as either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law. With the exception of claims being pursued by two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”), all other related matters have been dismissed or settled without payment by the CBIZ Parties. The Baldino Group’s claims, which allege damages of approximately $16.0 million, are currently pending, though no trial date has been set. On September 16, 2016, CBIZ, Inc. and its subsidiary CBIZ Benefits & Insurance Services, Inc. (“CBIZ Benefits”) were named as defendants in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania. The federal court case is brought by UPMC, d/b/a University of Pittsburgh Medical Center, and a health system it acquired, UPMC Altoona (formerly, Altoona Regional Health System). The lawsuit asserts professional negligence, breach of contract, and negligent misrepresentation claims against CBIZ, CBIZ Benefits and a former employee of CBIZ Benefits in connection with actuarial services provided by CBIZ Benefits to Altoona Regional Health System. The complaint seeks damages in an amount of no less than $142.0 million. We cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any. Although the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these cases. In addition to those items disclosed above, we are, from time to time, subject to claims and suits arising in the ordinary course of business. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | Note 13. Employee Benefits Employee Savings Plan - We sponsor a qualified 401(k) defined contribution plan that covers substantially all of our employees. Participating employees may elect to contribute, on a tax-deferred basis, up to 80% of their pre-tax annual compensation (subject to a maximum permissible contribution under Section 401(k) of the Internal Revenue Code). Matching contributions by us are 50% of the first 6% of base compensation that the participant contributes, and additional amounts may be contributed at the discretion of the Board of Directors. Participants may elect to invest their contributions in various funds including: equity, fixed income, stable value, and balanced-lifecycle funds. Employer contributions (net of forfeitures) made to the plan during the years ended December 31, 2018, 2017 and 2016 were approximately $10.8 million, $10.4 million and $9.6 million, respectively. Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan, under which certain members of management and other highly compensated employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage limitations. The amount of compensation deferred under the plan is credited to each participant’s deferral account and a non-qualified deferred compensation plan obligation is established by us. An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants. The assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets. Assets of the non-qualified deferred compensation plan consist primarily of investments in mutual funds, money market funds and equity securities. The values of these investments are based on published market prices at the end of the period. Adjustments to the fair value of these investments are recorded in “Other income, net,” offset by the same adjustments to compensation expense (recorded as “Operating expenses” or “G&A expenses” in the accompanying Consolidated Statements of Comprehensive Income). We recorded expense of $4.9 million for the year ended December 31, 2018 and income of $12.1 million and $5.3 million for the years ended December 31, 2017 and 2016, respectively, related to these investments. These investments are specifically designated as available to us solely for the purpose of paying benefits under the non-qualified deferred compensation plan. However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that we become insolvent. Deferred compensation plan obligations represent amounts due to plan participants and consist of accumulated participant deferrals and changes in fair value of investments thereon since the inception of the plan, net of withdrawals. This liability is an unsecured general obligation of ours and is recorded as “Deferred compensation plan obligations” in the accompanying Consolidated Balance Sheets. The assets and liabilities related to the non-qualified deferred compensation plan at December 31, 2018 and 2017 were $84.4 million and $85.6 million, respectively. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | Note 14. Common Stock Share Repurchase Program - Our Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2018, 2017 and 2016. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules. The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under our credit facility, described in Note 9, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the annual share repurchase is limited to $35.0 million. Under the Share Repurchase Program, we repurchased 0.8 million and 1.2 million shares on the open market at a cost (including fees and commissions) of $15.6 million and $18.3 million during the year ended December 31, 2018 and 2017, respectively. Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.1 million shares at a cost of $1.9 million at December 31, 2018 and 0.1 million shares at a cost of $1.4 million at December 31, 2017. |
Employee Share Plans
Employee Share Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Share Plans | Note 15. Employee Share Plans Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2020, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an employee pays for shares is 85% of the fair market value of our common stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there are no vesting or other restrictions on the stock purchased by employees under the ESPP. The total number of shares of common stock that can be purchased under the ESPP shall not exceed two million shares. Stock Awards - We granted various share-based awards through the year ended December 31, 2018 under the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The terms and vesting schedules for the share-based awards vary by type and date of grant. A maximum of 9.6 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but unissued shares of our common stock or treasury shares. At December 31, 2018, approximately 3.1 million shares were available for future grant under the 2014 Plan. We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 were $4.73, $3.49, $2.40, respectively. The following weighted average assumptions were utilized: 2018 2017 2016 Expected volatility (1) 22.04 % 22.22 % 24.88 % Expected option life (years) (2) 4.62 4.61 4.62 Risk-free interest rate (3) 2.80 % 1.85 % 1.12 % Expected dividend yield (4) 0 % 0 % 0 % (1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals. (2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest. (3) The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. During the years ended December 31, 2018, 2017 and 2016, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands): 2018 2017 2016 Stock options $ 2,609 $ 2,105 $ 2,253 Restricted stock awards 4,257 3,600 3,472 Total share-based compensation expense $ 6,866 $ 5,705 $ 5,725 Stock Options - Stock options granted during the years ended December 31, 2018, 2017 and 2016 were generally subject to a 25% incremental vesting schedule over a four-year period commencing from the date of grant. Stock options expire six years from the date of grant and are awarded with an exercise price equal to the market value of our common stock on the date of grant. At the discretion of the Compensation Committee of the Board of Directors, options awarded under the 2014 Plan may vest in a time period shorter than four years. Under the 2014 Plan, stock options awarded to non-employee directors have generally been granted with immediate vesting. Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and nonqualified stock options. Stock option activity during the year ended December 31, 2018 was as follows (number of options in thousands): Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2017 3,844 $ 9.67 Granted 642 $ 19.45 Exercised (864 ) $ 7.29 Expired or canceled 0 $ — Outstanding at December 31, 2018 3,622 $ 11.97 3.07 years $ 28.0 Vested and exercisable at December 31, 2018 2,011 $ 9.21 2.05 years $ 21.1 • The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 was $3.0 million, $2.3 million and $1.6 million, respectively. • The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2018, 2017 and 2016 was $10.9 million, $9.4 million and $4.2 million, respectively. The intrinsic value is calculated as the difference between our stock price on the exercise date and the exercise price of each option exercised. • At December 31, 2018, we had unrecognized compensation cost for non-vested stock options of $5.9 million to be recognized over a weighted average period of approximately 1.3 years. Restricted Stock Awards - Under the 2014 Plan, certain employees and non-employee directors were granted restricted stock awards. Restricted stock awards are independent of option grants and are granted at no cost to the recipients. The awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock awards are entitled to the same dividend and voting rights as holders of other CBIZ common stock, subject to certain restrictions during the vesting period, and the awards are considered to be issued and outstanding from the date of grant. Shares granted under the 2014 Plan cannot be sold, pledged, transferred or assigned during the vesting period Restricted stock award activity during the year ended December 31, 2018 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2017 724 $ 11.78 Granted 272 $ 18.77 Vested (364 ) $ 11.18 Forfeited 0 $ — Non-vested at December 31, 2018 632 $ 15.35 (1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. • At December 31, 2018, we had unrecognized compensation cost for restricted stock awards of $9.7 million to be recognized over a weighted average period of approximately 1.22 years. • The total fair value of shares vested during the years ended December 31, 2018, 2017 and 2016 was approximately $4.1 million, $3.4 million and $3.3 million, respectively. • The market value of shares awarded during the years ended December 31, 2018, 2017 and 2016 was $5.1 million, $4.4 million and $3.2 million, respectively. This market value was recorded as unearned compensation and is being expensed ratably over the periods which the restrictions lapse. • Awards outstanding at December 31, 2018 will be released from restrictions at dates ranging from February 2019 through May 2022. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share from continuing operations for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2018 2017 2016 Numerator: Income from continuing operations $ 61,573 $ 51,032 $ 40,607 Denominator: Basic Weighted average common shares outstanding 54,561 53,862 52,321 Diluted Stock options (1) 1,542 1,499 870 Restricted stock awards 302 328 261 Contingent shares (2) 82 — 61 Diluted weighted average common shares outstanding 56,487 55,689 53,513 Earnings Per Share: Basic earnings per share from continuing operations $ 1.13 $ 0.95 $ 0.78 Diluted earnings per share from continuing operations $ 1.09 $ 0.92 $ 0.76 (1) For the years ended December 31, 2018, 2017 and 2016, a total of 0.4 million, 0.5 million and 0.8 million stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. For further details, refer to Note 19, Acquisitions |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Note 17. Supplemental Cash Flow Disclosures Cash paid for interest and income taxes during the years ended December 31, 2018, 2017 and 2016 were as follows (in thousands): 2018 2017 2016 Interest $ 6,340 $ 6,117 $ 6,019 Income taxes $ 15,327 $ 25,085 $ 19,314 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 18. Related Parties The following is a summary of certain agreements and transactions between or among us and certain related parties. Management reviews these transactions as they occur and monitors them for compliance with our Code of Conduct, internal procedures and applicable legal requirements. The Audit Committee reviews and ratifies such transactions annually, or as they are more frequently brought to the attention of the Audit Committee by our Director of Internal Audit, General Counsel or other members of Management. A number of the businesses acquired by us are located in properties owned indirectly by and leased from persons employed by us, none of whom are members of our senior management. In the aggregate, we paid approximately $3.0 million, $3.3 million and $3.2 million during the years ended December 31, 2018, 2017 and 2016, respectively, under such leases. Rick L. Burdick, a lead director of CBIZ, is a partner of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump performed legal work for us during the years ended December 31, 2018, 2017 and 2016 for which we paid approximately $0.2 million, $0.2 million and $0.1 million, respectively. We maintain joint-referral relationships and administrative service agreements with independent licensed CPA firms under which we provide administrative services in exchange for a fee. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $154.0 million in 2018, $156.4 million in 2017 and $144.8 million in 2016. These firms are owned by licensed CPAs who are employed by our subsidiaries and provide audit and attest services to clients including our clients. The CPA firms with which we maintain administrative service agreements operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate legal entities with separate governing bodies and officers. We have no ownership interest in any of these CPA firms, and neither the existence of the administrative service agreements nor the providing of services thereunder is intended to constitute control of the CPA firms by us. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of its respective services, and we do not believe that our arrangements with these CPA firms result in additional risk of loss. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 19. Acquisitions During the year ended December 31, 2018, we acquired substantially all of the assets of three businesses; Laurus Transaction Advisors, LLC. (“Laurus”), InR Advisory Services, LLC (“InR”) and Sequoia Financial Group, LLC. (“Sequoia”). Aggregate consideration for such acquisitions was approximately $27.9 million in cash, $0.9 million in our common stock and $13.4 million in contingent consideration. Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $15.3 million. We are required to record the fair value of this obligation at the acquisition date which was determined to be $13.4 million, of which $3.9 million was recorded in “Contingent purchase price liability - current” and $9.5 million was recorded in “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets at December 31, 2017. Refer to Note 7, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. First Quarter 2018 - The acquisition of Laurus, located in Denver, Colorado, was effective February 1, 2018. Laurus provides financial and accounting due diligence and advisory services with respect to mergers and acquisition transactions. Operating results are reported in the Financial Services practice group. Second Quarter 2018 - The acquisition of InR, located in Media, Pennsylvania, was effective April 1, 2018. InR is a pension consultant and provider of investment advisory services for public and private sector clients. Operating results are reported in the Benefits and Insurance practice group. Fourth Quarter 2018 - The acquisition of Sequoia, located in Cleveland, Ohio, was effective December 1, 2018. Sequoia provides retirement plan and advisory services. Operating results are reported in the Benefits and Insurance practice group. Annualized revenue for these acquisitions is estimated to be approximately $11.0 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” During the year ended December 31, 2017, we acquired substantially all of the assets of four businesses; Pacific Coastal Pension and Insurance Services, Inc. (“Pacific Coastal”), CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and the non-attest business of McKay & Carnahan, Inc. (“McKay”). Aggregate consideration for such acquisitions was approximately $24.2 million in cash, $2 million in our common stock and $19.3 million in contingent consideration. Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $20.3 million. We are required to record the fair value of this obligation at the acquisition date which was determined to be $19.3 million, of which $6.3 million was recorded in “Contingent purchase price liability - current” and $13 million was recorded in “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets at December 31, 2017. Refer to Note 7, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. First Quarter 2017 - The acquisition of Pacific Coastal, located in Morgan Hill, California, was effective February 1, 2017. Pacific Coastal provides defined contribution third party administrative and consulting services. Operating results are reported in the Benefits and Insurance practice group. Second Quarter 2017 - The acquisition of CMF, located in Philadelphia, Pennsylvania, was effective June 1, 2017. CMF provides various financial consulting, executive search and deal origination services. Operating results for CMF are reported in the Financial Services practice group. The acquisition of Slaton, located in West Palm Beach, Florida, was effective June 1, 2017. Slaton is a full service insurance brokerage firm offering clients a complete line of services including commercial lines, risk management and employee benefits. Operating results are reported in the Benefits and Insurance practice group. Fourth Quarter 2017 - The acquisition of McKay, located in Newport Beach, California, was effective December 1, 2017. McKay is a full service accounting, tax, compliance and financial consulting firm. Operating results are reported in the Financial Services practice group. Annualized revenue for these acquisitions is estimated to be approximately $25.7 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” During the year ended December 31, 2016, we acquired substantially all of the assets of six businesses; the non-attest business of Millimaki Eggert, L.L.P. (“Millimaki”), The Savitz Organization (“Savitz”), Flex-Pay Business Services, Inc. (Flex-Pay”), Ed Jacobs & Associates, Inc. (“Ed Jacobs”), Actuarial Consultants, Inc. (“ACI”) and the non-attest business of the Seff Group, P.C. (“Seff”). Aggregate consideration for such acquisitions was approximately $40 million in cash, $2.1 million in our common stock, and $21.1 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $23.5 million. We determined that the fair value of the contingent consideration arrangement was $21.1 million, of which $6.6 million was recorded in “Contingent purchase price liability - current” and $14.5 million was recorded in “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets at December 31, 2016. First Quarter 2016 - The acquisition of Millimaki, located in San Diego, California, was effective January 1, 2016. Millimaki provides professional tax, accounting, and financial services, with a specialty niche practice in the real estate sector, to closely held businesses, their owners, and mid-to-high net worth individuals. Operating results are reported in the Financial Services practice group. Second Quarter 2016 - The acquisition of Savitz, headquartered in Philadelphia, Pennsylvania, with offices in Atlanta, Georgia, and Newton, Massachusetts, was effective April 1, 2016. Savitz is an employee retirement and health and welfare benefits firm that provides actuarial, consulting and administration outsourcing services. The acquisition of Flex-Pay, located in Winston-Salem, North Carolina, was effective June 1, 2016. Flex-Pay provides payroll processing, Affordable Care Act fulfillment, and human resource solutions to more than 3,600 clients primarily in the Southeast. Operating results for both Savitz and Flex-Pay are reported in the Benefit and Insurance Services practice group. Third Quarter 2016 - The acquisition of Ed Jacobs, an employee benefits consulting business located in Cleveland, Tennessee, was effective July 1, 2016. Operating results are reported in the Benefit and Insurance Services practice group. Fourth Quarter 2016 - The acquisition of ACI, based in Torrance, California, was effective November 1, 2016. ACI provides design, consultation and administration of 401(k) plans, profit-sharing plans, nonqualified plan administration and traditional defined benefit plans. Operating results are reported in the Benefit and Insurance Services practice group. The acquisition of Seff, a full service accounting, tax, compliance and financial consulting firm located in Denver, Colorado, was effective November 1, 2016. Operating results attributable to Seff are reported in the Financial Services practice group. Annualized revenue for these acquisitions is estimated to be approximately $41.2 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2018, 2017 and 2016 (in thousands): 2018 2017 2016 Cash $ 306 $ 843 $ 10 Accounts receivable, net 1,958 4,338 6,649 Funds held for clients — — 37,230 Property and equipment — 48 440 Other assets 12 221 294 Identifiable intangible assets 5,539 4,229 22,177 Accounts payable — (1,283 ) — Accrued liabilities (1,753 ) (3,503 ) (1,133 ) Client fund obligations — — (37,230 ) Total identifiable net assets $ 6,062 $ 4,893 $ 28,437 Goodwill 36,054 40,587 34,803 Aggregate purchase price $ 42,116 $ 45,480 $ 63,240 The goodwill of $36.1 million, $40.6 million and $34.8 million arising from the acquisitions in 2018, 2017 and 2016, respectively, consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with our Financial Services group and the Benefit and Insurance Services group, to help strengthen our existing service offerings and expand our market position. All of the goodwill is deductible for income tax purposes for 2018, 2017 and 2016. Client Lists - In 2018, we purchased one client list, which was recorded in the Financial Services practice group. Total consideration for this client list was $0.3 million in cash paid at closing and an additional $0.2 million which in guaranteed future consideration. Contingent Earnouts for Previous Acquisitions - Under the terms of the acquisition agreements, we pay cash consideration and issue shares of our common stock as contingent earnout for previous acquisitions. In 2018, 2017 and 2016, we paid cash of $11.0 million, $9.8 million and $7.1 million, respectively, and issued shares of our common stock of approximately 0.1 million shares, 0.3 million shares and 0.4 million shares, respectively. Change in Contingent Purchase Price Liability for Previous Acquisitions - We are required to evaluate in subsequent reporting periods the fair value of contingent consideration related to previous acquisitions. We increased the fair value of the contingent purchase price liability related to prior acquisitions in 2018 by $2.6 million due to better than expected results of acquired businesses and the revaluation of stock related to contingent payments. We decreased the fair value of the contingent purchase price liability related to prior acquisitions in 2017 by $1.5 million due to lower than originally projected future results of the acquired businesses. In 2016, we decreased the fair value of the contingent purchase price liability by $1.3 million. The increase and decreases are included as income in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income. For further discussion on contingent purchase price liabilities, refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Note 20. Discontinued Operations and Divestitures We divest (through sale or closure) business operations that do not contribute to our long-term objectives for growth, or that are not complementary to our target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria and treatment as discontinued operations. Divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “Gain on sale of operations, net” in the accompanying Consolidated Statements of Comprehensive Income. In 2018, we sold a small office in the Financial Services practice group, along with two small books of business, both in the Benefits and Insurance practice group. We sold one small book of business in the Financial Services practice group in 2017 and two small books of business in the Benefits and Insurance practice group in 2016. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts). 2018 March 31, June 30, September 30, December 31, Revenue $ 266,090 $ 232,641 $ 224,249 $ 199,023 Operating expenses 204,750 205,102 198,607 181,824 Gross margin 61,340 27,539 25,642 17,199 Corporate general and administrative expenses 10,028 9,993 10,279 8,873 Operating income 51,312 17,546 15,363 8,326 Other (expense) income: Interest expense (1,780 ) (1,817 ) (1,614 ) (1,434 ) Gain on sale of operations, net 663 — — 362 Other (expense) income, net (1,229 ) 630 3,143 (9,631 ) Total other (expense) income, net (2,346 ) (1,187 ) 1,529 (10,703 ) Income (loss) from continuing operations before income tax expense 48,966 16,359 16,892 (2,377 ) Income tax expense (benefit) 13,156 3,238 3,297 (1,424 ) Income (loss) from continuing operations 35,810 13,121 13,595 (953 ) Gain (loss) from operations of discontinued operations, net of tax 41 (15 ) (9 ) (20 ) Net income (loss) $ 35,851 $ 13,106 $ 13,586 $ (973 ) Earnings (loss) per share: Basic: Continuing operations $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Diluted: Continuing operations $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Basic weighted average common shares 54,071 54,594 54,794 54,775 Diluted weighted average common shares 55,924 56,437 56,740 56,580 2017 March 31, June 30, September 30, December 31, Revenue $ 241,459 $ 211,016 $ 207,723 $ 195,142 Operating expenses 192,766 188,120 184,723 189,975 Gross margin 48,693 22,896 23,000 5,167 Corporate general and administrative expenses 8,768 9,232 7,979 7,316 Operating income (loss) 39,925 13,664 15,021 (2,149 ) Other income: Interest expense (1,517 ) (1,692 ) (1,777 ) (1,689 ) Gain on sale of operations, net 22 23 — — Other income, net 2,737 3,764 2,792 5,196 Total other income, net 1,242 2,095 1,015 3,507 Income from continuing operations before income tax expense 41,167 15,759 16,036 1,358 Income tax expense (benefit) 16,141 4,343 6,172 (3,368 ) Income from continuing operations 25,026 11,416 9,864 4,726 (Loss) gain from operations of discontinued operations, net of tax (152 ) (418 ) (206 ) 121 Net income $ 24,874 $ 10,998 $ 9,658 $ 4,847 Earnings (loss) per share: Basic: Continuing operations $ 0.47 $ 0.21 $ 0.18 $ 0.09 Discontinued operations — (0.01 ) — — Net income $ 0.47 $ 0.20 $ 0.18 $ 0.09 Diluted: Continuing operations $ 0.45 $ 0.20 $ 0.18 $ 0.08 Discontinued operations — (0.01 ) — — Net income $ 0.45 $ 0.19 $ 0.18 $ 0.08 Basic weighted average common shares 53,293 53,968 54,142 54,034 Diluted weighted average common shares 55,214 55,831 55,827 55,822 |
Segment Disclosures
Segment Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 22. Segment Disclosures Our business units have been aggregated into three practice groups: (i) Financial Services, (ii) Benefits and Insurance Services and (iii) National Practices, based on the following factors: similarity of the products and services provided to clients, similarity of the regulatory environment and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices • Accounting and Tax • Group Health Benefits Consulting • Managed Networking and Hardware Services • Government Healthcare Consulting • Financial Advisory • Payroll • Property & Casualty • Healthcare Consulting • Valuation • Retirement Plan Services • Risk & Advisory Services Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of certain healthcare costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, share-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on operating income excluding those costs listed above, which are reported in the “Corporate and Other” segment. We operate in the United States and Canada and revenue generated from such operations during the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 920,481 $ 853,802 $ 798,420 Canada 1,522 1,538 1,412 Total revenue $ 922,003 $ 855,340 $ 799,832 There is no one customer that represents a significant portion of our revenue. Segment information for the years ended December 31, 2018, 2017 and 2016 is presented below (in thousands). We do not manage our assets on a segment basis, therefore segment assets are not presented below. For the Year Ended December 31, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 600,926 $ 288,437 $ 32,640 $ — $ 922,003 Operating expenses 508,653 239,646 30,003 11,981 790,283 Gross margin 92,273 48,791 2,637 (11,981 ) 131,720 Corporate general and administrative expenses — — — 39,173 39,173 Operating income (loss) 92,273 48,791 2,637 (51,154 ) 92,547 Other (expense) income: Interest expense — (102 ) — (6,543 ) (6,645 ) Gain on sale of operations, net — — — 1,025 1,025 Other (expense) income, net (263 ) 493 3 (7,320 ) (7,087 ) Total other (expense) income (263 ) 391 3 (12,838 ) (12,707 ) Income (loss) from continuing operations before income tax expense $ 92,010 $ 49,182 $ 2,640 $ (63,992 ) $ 79,840 For the Year Ended December 31, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 540,315 $ 283,909 $ 31,116 $ — $ 855,340 Operating expenses 468,089 236,317 28,382 22,796 755,584 Gross margin 72,226 47,592 2,734 (22,796 ) 99,756 Corporate general and administrative expenses — — — 33,295 33,295 Operating income (loss) 72,226 47,592 2,734 (56,091 ) 66,461 Other income (expense): Interest expense — (36 ) — (6,639 ) (6,675 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 158 442 (8 ) 13,897 14,489 Total other income (expense) 158 406 (8 ) 7,303 7,859 Income (loss) from continuing operations before income tax expense $ 72,384 $ 47,998 $ 2,726 $ (48,788 ) $ 74,320 For the Year Ended December 31, 2016 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 501,307 $ 267,606 $ 30,919 $ — $ 799,832 Operating expenses 432,254 223,487 27,697 14,288 697,726 Gross margin 69,053 44,119 3,222 (14,288 ) 102,106 Corporate general and administrative expenses — — — 36,319 36,319 Operating income (loss) 69,053 44,119 3,222 (50,607 ) 65,787 Other income (expense): Interest expense — (39 ) — (6,554 ) (6,593 ) Gain on sale of operations, net — — — 855 855 Other income, net 209 367 3 6,378 6,957 Total other income 209 328 3 679 1,219 Income (loss) from continuing operations before income tax expense $ 69,262 $ 44,447 $ 3,225 $ (49,928 ) $ 67,006 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23. Subsequent Events Subsequent to December 31, 2018 up to the date of this filing, we repurchased approximately 0.4 million shares of our common stock in the open market at a total cost of approximately $7.0 million. On February 6, 2019, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past fifteen years. It is effective beginning April 1, 2019, to which the amount of shares to be purchased will be reset to 5.0 million, and expires one year from the respective effective date. This authorization allows us to purchase shares of our common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. Effective January 1, 2019, we acquired substantially all of the assets of The Wenner Group (“Wenner”), located in Greenwood Village, Colorado. Founded in 1961, Wenner provides accounting, tax and consulting services to small and mid-sized businesses. Annualized revenue is estimated to be approximately $2.4 million. Operating results will be reported in the Financial Services practice group. Effective January 1, 2019, we divested a small office under the Financial Services practice group. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization - CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 22, Segment Disclosures, to the accompanying consolidated financial statements. |
Basis of Presentation | Basis of Presentation - The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ,” the “Company,” “we,” “us” or “our”), after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with GAAP and pursuant to the rules and regulations of the SEC. We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities. The accompanying consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to our consolidated financial condition, results of operations or cash flows. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $154.0 million, $156.4 million and $144.8 million for the years ended December 31, 2018, 2017 and 2016, respectively, the majority of which was related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis. Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks. |
Use of Estimates | Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results may differ materially from these estimates. |
Revenue Recognition | Revenue Recognition - We account for revenue in accordance with Topic 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018 using the modified retrospective transition method. We recognize revenue based on the five-step model; (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue (or as) each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. For further information on the adoption of Topic 606, as well as our various streams of revenue, refer to “New Accounting Pronouncements” and Note 2, Revenue, to the accompanying consolidated financial statements. |
Operating Expenses | Operating Expenses - Operating expenses represent costs of service and other costs incurred to operate our business units and are primarily comprised of personnel costs and occupancy related expenses. Personnel costs include (i) salaries and benefits; (ii) commissions paid to producers; (iii) incentive compensation; and (iv) share-based compensation. Incentive compensation costs and share-based compensation are estimated and accrued. The final determination of incentive compensation is made after year-end results are completed. The largest components of occupancy costs are rent expense and utilities. Base rent expense is recognized over respective lease terms, while utilities and common area maintenance charges are recognized as incurred. |
Share-Based Compensation | Share-Based Compensation - The measurement of all share-based compensation arrangements, including stock options and restricted stock awards, is based on their grant date fair value. The expense is recognized over the requisite service period which is generally up to four years. The grant date fair value of stock options is based on the Black-Sholes-Merton pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield. The grant date fair value of restricted stock is based on the closing price of the underlying stock on the date of grant. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as “Operating expenses” or “Corporate general and administrative expenses,” depending on where the respective individual’s compensation is recorded. For additional discussion regarding share-based awards, refer to Note 15, Employee Share Plans, to the accompanying consolidated financial statements. |
Operating Leases | Operating Leases - We lease most of our office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as “Other non-current liabilities.” We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. |
Cash and Cash Equivalents | Cash and Cash Equivalents - Cash and cash equivalents consist of cash on hand and investments with an original maturity of three months or less when purchased. |
Restricted Cash | Restricted Cash - Restricted cash consists of funds held by us in relation to our capital and investment advisory services as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Restricted cash also consists of funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier with the related liability for these funds recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts - Accounts receivable, less allowances for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment based on a combination of factors. When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we analyze historical experience, client credit-worthiness, the age of the trade receivable balances, current economic conditions that may affect a client’s ability to pay and an evaluation of current and projected economic trends and conditions at the time of the balance sheet date. At December 31, 2018 and 2017, the allowance for doubtful accounts was $13.4 million and $13.8 million, respectively, in the accompanying Consolidated Balance Sheets. |
Funds Held for Clients and Client Fund Obligations | Funds Held for Clients and Client Fund Obligations - Services provided by our payroll operations include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well as other similar service offerings, we collect funds from our clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. Funds held for clients are reported in current assets and client fund obligations are reported in current liabilities in the accompanying Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments. Funds held for clients include cash, overnight investments, certificates of deposit and corporate and municipal bonds (refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion of investments). If the par value of investments held does not approximate fair value, the balance in funds held for clients may not be equal to the balance in client fund obligations. The amount of collected but not yet remitted funds may vary significantly during the year based on the timing of clients’ payroll periods. |
Property and Equipment | Property and Equipment - Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining respective lease term. The cost of software purchased or developed for internal use is capitalized and amortized using the straight-line method over an estimated useful life not to exceed seven years. We periodically review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Under those circumstances, if the fair value were less than the carrying amount of the asset, we would recognize a loss for the difference. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets - Goodwill represents the difference between the purchase price of the acquired business and the related fair value of the net assets acquired. A significant portion of our assets in the accompanying Consolidated Balance Sheets is goodwill. At December 31, 2018, the carrying value of goodwill totaled $564.3 million, compared to total assets of $1.2 billion and total shareholders’ equity of $593.7 million. Intangible assets consist of identifiable intangibles other than goodwill. Identifiable intangible assets other than goodwill include client lists and non-compete agreements which require significant judgements in determining the fair value. We carry client lists and non-compete agreements at cost, less accumulated amortization, in the accompanying Consolidated Balance Sheets. Goodwill is not amortized, but rather is tested for impairment annually during the fourth quarter. In addition to our annual goodwill test, on a periodic basis, we are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value has fallen below its carrying value, thus requiring us to perform an interim goodwill impairment test. Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from two to fifteen years). We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Recoverability is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. The goodwill impairment test is performed at a reporting unit level. A reporting unit is an operating segment of a business or one level below an operating segment. At December 31, 2018, we had five reporting units. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. Under the qualitative assessment, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured. Any such impairment charge would reduce earnings and could be material. After considering changes to assumptions used in our most recent quantitative testing for each reporting unit, including the capital market environment, economic and market conditions, industry competition and trends, our weighted average cost of capital, changes in management and key personnel, the price of our common stock, changes in our results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as determined in our most recent quantitative testing, and other factors, we concluded that it was more likely than not that the fair values of each of our reporting units were more than their respective carrying values and, therefore, did not perform a quantitative impairment analysis. For further information regarding our goodwill balances, refer to Note 5, Goodwill and Other Intangible Assets, net, to the accompanying consolidated financial statements. |
Income Taxes | Income Taxes - Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. We determine valuation allowances based on all available evidence. Such evidence includes historical results, the reversal of deferred tax liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies. Determining valuation allowances includes significant judgment by management, and different judgments could yield different results. Accounting for uncertain tax positions requires a more-likely-than-not threshold for recognition in the consolidated financial statements. We recognize a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained. We record a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the consolidated financial statements. |
Business Combinations | Business Combinations - We recognize and measure identifiable assets acquired and liabilities assumed as of the acquisition date at fair value. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets. The operating results of acquired businesses are included in our consolidated financial statements beginning on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at fair value as of the acquisition date. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed. |
Contingent Purchase Price Liabilities | Contingent Purchase Price Liabilities - Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability - current” and “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities, which is considered a Level 3 unobservable input, is reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. For the years ended December 31, 2018, 2017 and 2016, we recorded other (expense) income of ($2.6) million, $1.5 million and $1.0 million, respectively, related to net changes in the fair value of contingent consideration. Refer to Note 7, Fair Value Measurements, and Note 19, Acquisitions, for further discussion of our contingent purchase price liabilities and acquisitions. |
Interest Rate Derivative Instruments | Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $400.0 million unsecured credit facility (as amended the “2018 credit facility” or the “credit facility”). The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We utilize derivative instruments to manage interest rate risk associated with our floating-rate debt under the credit facility. Interest rate swap contracts mitigate the risk associated with the underlying hedged item. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss, net of tax, to the extent effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. For further discussion regarding derivative financial instruments, refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB codification. We assess and review the impact of all ASUs. ASUs not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2018 Modification Accounting for Share-Based Payment Awards - Effective January 1, 2018, we adopted ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting. The new standard clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Modification accounting is required if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. We typically do not change either the terms or conditions of share-based payment awards once they are granted; therefore, the adoption of this new guidance had no impact on our consolidated financial statements. Restricted Cash - Statement of Cash Flows - Effective January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230). The new standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on our consolidated Statement of Cash Flows. Accordingly, the statement of cash flows has been revised to include restricted cash (related to our capital and investment advisory services, as well as our property and casualty business unit) and cash equivalents associated with funds held to satisfy client obligations, as a component of cash, cash equivalents, restricted cash and cash equivalents. When restricted cash and cash equivalents are presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet, as well as a disclosure of information about the nature of the restrictions. The nature of the restrictions disclosure is included in the accompanying “Significant Accounting Policies.” The reconciliation of cash, cash equivalents and restricted cash as reported in the accompanying Consolidated Balance Sheets that sum to the total of the same such amount in the accompanying Consolidated Statements of Cash Flows is included below the accompanying Consolidated Statements of Cash Flows. Statement of Cash Flows - Effective January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. The new standard provides guidance on eight specific cash flow issues. The application of this guidance did not have a material effect on the presentation of our consolidated Statement of Cash Flows. Revenue from Contracts with Customers - Effective January 1, 2018, we adopted Topic 606 using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new standard as an adjustment directly to the opening balance of “Retained earnings” at January 1, 2018. The comparative information has not been restated and continues to be reported under the legacy standard. We evaluate our revenue contracts with customers based on the five-step model under Topic 606, pursuant to which we: (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue when as each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. Revenue recognition was consistent under both the legacy standard and Topic 606 for the majority of our revenue streams, with the exception of two business units within our Benefits and Insurance Services practice group. • In our Property and Casualty business unit, commission revenue under agency billing arrangements (pursuant to which we bill the insured, collect the funds and remit the premium to the insurance carrier less our commissions) was previously recognized on the later of the effective date of the insurance policy or the date billed to the customer. We now recognize the commission revenue on the effective date of the insurance policy. • Also in our Property and Casualty business unit, commission revenue under direct billing arrangements (pursuant to which the insurance carrier bills the insured directly and remits the commissions to us) was previously recognized when the data necessary from the carriers was available, whereas now we recognize the commission revenue on the effective date of the insurance policy. • In our Retirement Plan Services business unit, under certain defined benefit administration arrangements we charge new clients an initial, non-refundable, set-up fee as part of a multi-year service agreement. Previously, these fees were recognized over the initial set up period, whereas now we defer the set-up fees and associated costs and recognize them over the life of the contract or the expected customer relationship, whichever is longer. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet was as follows (in thousands): Balance at Adjustments Balance at December 31, due to January 1, Balance Sheet 2017 Topic 606 2018 ASSETS Accounts receivable, net $ 188,300 $ 10,098 $ 198,398 Other current assets 259,873 80 259,953 Other non-current assets 728,058 728 728,786 Total assets $ 1,176,231 $ 10,906 $ 1,187,137 LIABILITIES Accounts payable 51,375 6,281 57,656 Accrued personnel costs 45,264 595 45,859 Other current liabilities 237,607 113 237,720 Deferred income taxes, net 3,339 814 4,153 Other non-current liabilities 307,767 1,012 308,779 Total liabilities 645,352 8,815 654,167 STOCKHOLDERS' EQUITY Retained earnings 345,302 2,091 347,393 Other stockholders' equity 185,577 — 185,577 Total stockholders' equity 530,879 2,091 532,970 Total liabilities and stockholders' equity $ 1,176,231 $ 10,906 $ 1,187,137 The following tables summarize the impact of adopting Topic 606 on our consolidated financial statements for the periods indicated below (in thousands): Balances without December 31, 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 207,287 $ (12,671 ) $ 194,616 Other current assets 216,251 (80 ) 216,171 Other non-current assets 759,493 (647 ) 758,846 Total assets $ 1,183,031 $ (13,398 ) $ 1,169,633 LIABILITIES Accounts payable $ 58,630 $ (7,930 ) $ 50,700 Accrued personnel costs 63,953 (587 ) 63,366 Other current liabilities 198,731 (113 ) 198,618 Deferred income taxes, net 6,764 (1,035 ) 5,729 Other non-current liabilities 261,290 (897 ) 260,393 Total liabilities 589,368 (10,562 ) 578,806 STOCKHOLDERS' EQUITY Retained earnings 408,963 (2,836 ) 406,127 Other stockholders' equity 184,700 — 184,700 Total shareholders' equity 593,663 (2,836 ) 590,827 Total liabilities and stockholders' equity $ 1,183,031 $ (13,398 ) $ 1,169,633 Balances without Year Ended December 31, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 922,003 $ (1,039 ) $ 920,964 Operating expenses 790,283 (73 ) 790,210 Gross margin 131,720 (966 ) 130,754 Corporate general and administrative expenses 39,173 — 39,173 Operating income 92,547 (966 ) 91,581 Other (expense) income: Interest expense (6,645 ) — (6,645 ) Gain on sale of operations, net 1,025 — 1,025 Other expense, net (7,087 ) — (7,087 ) Total other expense, net (12,707 ) — (12,707 ) Income from continuing operations before income tax expense 79,840 (966 ) 78,874 Income tax expense 18,267 (221 ) 18,046 Income from continuing operations 61,573 (745 ) 60,828 Loss from discontinued operations, net of tax (3 ) — (3 ) Net income $ 61,570 $ (745 ) $ 60,825 Balances without Year Ended December 31, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 61,570 $ (745 ) $ 60,825 Adjustments to reconcile net income to net cash provided by operating activities: 38,713 — 38,713 Changes in assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net (10,668 ) 2,573 (8,095 ) Other assets (3,344 ) (81 ) (3,425 ) Accounts payable 974 (1,649 ) (675 ) Accrued personnel costs 17,901 8 17,909 Other liabilities (140 ) (106 ) (246 ) Other 426 — 426 Operating cash flows provide by continuing operations 105,432 — 105,432 Operating cash flows used in discontinued operations (184 ) — (184 ) Net cash provided by operating activities 105,248 — 105,248 Net provided by investing activities (47,576 ) — (47,576 ) Net cash used in financing activities (109,380 ) — (109,380 ) Net increase in cash, cash equivalents and restricted cash (51,708 ) — (51,708 ) Cash, cash equivalents and restricted cash at beginning of year 182,262 — 182,262 Cash, cash equivalents and restricted cash at end of period $ 130,554 $ — $ 130,554 Accounting Standards Issued But Not Adopted at December 31, 2018 Internal-Use Software - In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) which allows the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods, with early adoption permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Derivatives and Hedging - In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. The new standard improves and simplifies accounting rules for hedge accounting to better present the economic results of an entity’s risk management activities in its financial statements and improves the disclosures of hedging arrangements. Additionally, it simplifies the hedge documentation and effectiveness assessment requirements. The updated guidance is effective for us beginning January 1, 2019. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Leases - In February 2016, the FASB issued the New Lease Standard. The new standard requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) on their balance sheet at the commencement date and recognize expenses on their income statement similar to the current guidance under ASC Topic 840, Leases. The New Lease Standard is effective for fiscal years and interim periods beginning after December 15, 2018. In addition, the FASB issued ASU No. 2018-11, Leases Targeted Improvements, which provides a package of practical expedients for entities to apply upon adoption. We will adopt this standard effective January 1, 2019. We expect the New Lease Standard to have a material effect on our consolidated balance sheet, with no material impact on our results of operations, our liquidity or our debt covenant compliance under our current credit agreements. Refer to Note 11, Lease Commitments, to the accompanying consolidated financial statements for further information on our current lease arrangements, the amounts of which represent the future undiscounted commitments. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Estimated Useful Lives Property and Equipment | Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years |
Summary of Impact of Adopting New Accounting Standards on Consolidated Financial Statements | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet was as follows (in thousands): Balance at Adjustments Balance at December 31, due to January 1, Balance Sheet 2017 Topic 606 2018 ASSETS Accounts receivable, net $ 188,300 $ 10,098 $ 198,398 Other current assets 259,873 80 259,953 Other non-current assets 728,058 728 728,786 Total assets $ 1,176,231 $ 10,906 $ 1,187,137 LIABILITIES Accounts payable 51,375 6,281 57,656 Accrued personnel costs 45,264 595 45,859 Other current liabilities 237,607 113 237,720 Deferred income taxes, net 3,339 814 4,153 Other non-current liabilities 307,767 1,012 308,779 Total liabilities 645,352 8,815 654,167 STOCKHOLDERS' EQUITY Retained earnings 345,302 2,091 347,393 Other stockholders' equity 185,577 — 185,577 Total stockholders' equity 530,879 2,091 532,970 Total liabilities and stockholders' equity $ 1,176,231 $ 10,906 $ 1,187,137 The following tables summarize the impact of adopting Topic 606 on our consolidated financial statements for the periods indicated below (in thousands): Balances without December 31, 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 207,287 $ (12,671 ) $ 194,616 Other current assets 216,251 (80 ) 216,171 Other non-current assets 759,493 (647 ) 758,846 Total assets $ 1,183,031 $ (13,398 ) $ 1,169,633 LIABILITIES Accounts payable $ 58,630 $ (7,930 ) $ 50,700 Accrued personnel costs 63,953 (587 ) 63,366 Other current liabilities 198,731 (113 ) 198,618 Deferred income taxes, net 6,764 (1,035 ) 5,729 Other non-current liabilities 261,290 (897 ) 260,393 Total liabilities 589,368 (10,562 ) 578,806 STOCKHOLDERS' EQUITY Retained earnings 408,963 (2,836 ) 406,127 Other stockholders' equity 184,700 — 184,700 Total shareholders' equity 593,663 (2,836 ) 590,827 Total liabilities and stockholders' equity $ 1,183,031 $ (13,398 ) $ 1,169,633 Balances without Year Ended December 31, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 922,003 $ (1,039 ) $ 920,964 Operating expenses 790,283 (73 ) 790,210 Gross margin 131,720 (966 ) 130,754 Corporate general and administrative expenses 39,173 — 39,173 Operating income 92,547 (966 ) 91,581 Other (expense) income: Interest expense (6,645 ) — (6,645 ) Gain on sale of operations, net 1,025 — 1,025 Other expense, net (7,087 ) — (7,087 ) Total other expense, net (12,707 ) — (12,707 ) Income from continuing operations before income tax expense 79,840 (966 ) 78,874 Income tax expense 18,267 (221 ) 18,046 Income from continuing operations 61,573 (745 ) 60,828 Loss from discontinued operations, net of tax (3 ) — (3 ) Net income $ 61,570 $ (745 ) $ 60,825 Balances without Year Ended December 31, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 61,570 $ (745 ) $ 60,825 Adjustments to reconcile net income to net cash provided by operating activities: 38,713 — 38,713 Changes in assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net (10,668 ) 2,573 (8,095 ) Other assets (3,344 ) (81 ) (3,425 ) Accounts payable 974 (1,649 ) (675 ) Accrued personnel costs 17,901 8 17,909 Other liabilities (140 ) (106 ) (246 ) Other 426 — 426 Operating cash flows provide by continuing operations 105,432 — 105,432 Operating cash flows used in discontinued operations (184 ) — (184 ) Net cash provided by operating activities 105,248 — 105,248 Net provided by investing activities (47,576 ) — (47,576 ) Net cash used in financing activities (109,380 ) — (109,380 ) Net increase in cash, cash equivalents and restricted cash (51,708 ) — (51,708 ) Cash, cash equivalents and restricted cash at beginning of year 182,262 — 182,262 Cash, cash equivalents and restricted cash at end of period $ 130,554 $ — $ 130,554 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Summary of Disaggregation of Revenue by Source | In accordance with the new revenue recognition standard requirements, the following table disaggregates our revenue by source (in thousands): For the Year Ended December 31, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 600,926 $ — $ — $ 600,926 Core Benefits and Insurance Services — 276,496 — 276,496 Non-core Benefits and Insurance Services — 11,941 — 11,941 Managed networking, hardware services — — 24,404 24,404 National Practices consulting — — 8,236 8,236 Total revenue $ 600,926 $ 288,437 $ 32,640 $ 922,003 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net balances at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Trade accounts receivable $ 159,992 $ 139,730 Unbilled revenue, at net realizable value 60,684 62,397 Total accounts receivable 220,676 202,127 Allowance for doubtful accounts (13,389 ) (13,827 ) Accounts receivable, net $ 207,287 $ 188,300 |
Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable | Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands): 2018 2017 2016 Balance at beginning of period $ (13,827 ) $ (13,508 ) $ (12,659 ) Provision for losses (3,776 ) (5,529 ) (4,154 ) Charge-offs, net of recoveries 4,214 5,210 3,305 Balance at end of period $ (13,389 ) $ (13,827 ) $ (13,508 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net at December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Buildings and leasehold improvements $ 28,456 $ 26,289 Furniture and fixtures 27,690 25,835 Capitalized software 37,281 36,639 Equipment 17,875 13,615 Total property and equipment 111,302 102,378 Accumulated depreciation and amortization (77,097 ) (76,297 ) Property and equipment, net $ 34,205 $ 26,081 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Operating Segment | A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2018 and 2017 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill December 31, 2016 $ 271,330 $ 214,488 $ 1,666 $ 487,484 Additions 35,531 5,409 — 40,940 December 31, 2017 $ 306,861 $ 219,897 $ 1,666 $ 528,424 Additions 22,978 13,111 — 36,089 Divestitures (213 ) — — (213 ) December 31, 2018 $ 329,626 $ 233,008 $ 1,666 $ 564,300 |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Goodwill $ 564,300 $ 528,424 Intangibles : Client lists 181,564 177,221 Other intangibles 9,447 8,767 Total intangibles 191,011 185,988 Total goodwill and other intangibles assets 755,311 714,412 Accumulated amortization: Client lists (112,905 ) (97,063 ) Other intangibles (5,397 ) (4,143 ) Total accumulated amortization (118,302 ) (101,206 ) Goodwill and other intangible assets, net $ 637,009 $ 613,206 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes our bond activity for the years ended December 31, 2018 and 2017 (in thousands): 2018 2017 Fair value at January 1 $ 51,101 $ 44,573 Purchases 18,426 15,546 Sales (1,793 ) (940 ) Maturities and calls (10,445 ) (7,845 ) Decrease in bond premium (377 ) (160 ) Fair market value adjustment (356 ) (73 ) Fair value at December 31 $ 56,556 $ 51,101 |
Summary of Outstanding Interest Rate Swaps | The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at December 31, 2018 and 2017 (in thousands). Refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for additional disclosures regarding fair value measurements. December 31, 2018 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-current assets December 31, 2017 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swap $ 15,000 $ 76 Other current assets |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2018 and 2017 (in thousands): (Loss) Gain recognized in AOCL, net of tax Gain (Loss) reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2018 2017 2018 2017 Interest rate swap $ (17 ) $ 379 $ 357 $ (132 ) Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes our assets and liabilities at December 31, 2018 and 2017 that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level December 31, 2018 December 31, 2017 Deferred compensation plan assets 1 $ 84,435 $ 85,589 Corporate and municipal bonds 1 $ 56,556 $ 51,101 Deferred compensation plan liabilities 1 $ (84,435 ) $ (85,589 ) Interest rate swap 2 $ 1,096 $ 1,131 Contingent purchase price liabilities 3 $ (39,708 ) $ (37,574 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | The following table summarizes the change in fair value of our contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2018 and 2017 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2017 $ (33,709 ) Additions from business acquisitions (19,291 ) Settlement of contingent purchase price payable 13,932 Change in fair value of contingency 2,128 Change in net present value of contingency (634 ) Balance — December 31, 2017 $ (37,574 ) Additions from business acquisitions (13,382 ) Settlement of contingent purchase price payable 13,865 Change in fair value of contingency (1,673 ) Change in net present value of contingency (944 ) Balance — December 31, 2018 $ (39,708 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income from Continuing Operations Before Income Taxes | For financial reporting purposes, income from continuing operations before income taxes includes the following components (in thousands): 2018 2017 2016 United States $ 79,669 $ 74,151 $ 66,848 Foreign (Canada) 171 169 158 Total $ 79,840 $ 74,320 $ 67,006 |
Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income | Income tax expense (benefit) included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): 2018 2017 2016 Continuing operations : Current: Federal $ 12,626 $ 21,086 $ 18,816 Foreign 45 45 42 State and local 2,808 2,475 2,681 Total 15,479 23,606 21,539 Deferred: Federal 2,047 (1,086 ) 4,148 State and local 741 768 712 Total 2,788 (318 ) 4,860 Total income tax expense from continuing operations 18,267 23,288 26,399 Discontinued operations : Operations of discontinued operations: Current 2 (418 ) (365 ) Deferred (1 ) (19 ) (10 ) Total income tax expense from discontinued operations 1 (437 ) (375 ) Total income tax expense $ 18,268 $ 22,851 $ 26,024 |
Provision for Income Taxes Attributable to Income from Continuing Operations | The provision for income taxes attributable to income from continuing operations differed from the amount obtained by applying the federal statutory income tax rate to income from continuing operations before income taxes, as follows (in thousands, except percentages): 2018 2017 2016 Tax at U.S. federal statutory rates $ 16,766 $ 26,012 $ 23,452 State taxes (net of federal benefit) 4,035 2,945 2,643 Business meals and entertainment — non-deductible 915 820 784 Reserves for uncertain tax positions (1,124 ) (35 ) (87 ) Share-based compensation (3,260 ) (3,837 ) — Impact of the Tax Cuts and Jobs Act of 2017 — (2,487 ) — Non-deductible expenses 785 236 22 Other, net 150 (366 ) (415 ) Provision for income taxes from continuing operations $ 18,267 $ 23,288 $ 26,399 Effective income tax rate 22.9 % 31.3 % 39.4 % |
Tax Effects of Temporary Differences That Rises to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2018 and 2017, were as follows (in thousands): 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 1,091 $ 1,229 Allowance for doubtful accounts 2,902 3,022 Employee benefits and compensation 24,761 21,155 Lease costs 4,099 3,611 State tax credit carryforwards 1,353 1,385 Property and equipment — 528 Other deferred tax assets 287 633 Total gross deferred tax assets 34,493 31,563 Less: valuation allowance (1,840 ) (1,657 ) Total deferred tax assets, net $ 32,653 $ 29,906 Deferred tax liabilities: Accrued interest $ — $ 819 Client list intangible assets 1,184 1,513 Goodwill and other intangibles 35,840 30,913 Property and equipment 1,356 — Other deferred tax liabilities 1,037 — Total gross deferred tax liabilities $ 39,417 $ 33,245 Net deferred tax liability $ (6,764 ) $ (3,339 ) |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2018 2017 2016 Balance at January 1 $ 3,882 $ 4,090 $ 4,287 Additions for tax positions of the current year 119 123 110 Settlements of prior year positions (16 ) — (11 ) Lapse of statutes of limitation (1,166 ) (331 ) (296 ) Balance at December 31 2,819 3,882 4,090 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Rates for the years ended December 31, 2018 and 2017 were as follows (includes bank debt and interest rate swaps): 2018 2017 Weighted average rates 3.08% 2.72% Range of effective rates 2.12% - 5.50% 2.19% - 4.75% |
Summary of Recognized Interest Expense | For the years ended December 31, 2018, 2017 and 2016, we recognized interest expense as follows (in thousands): 2018 2017 2016 Credit facility (1) $ 6,645 $ 6,675 $ 6,585 2006 Notes (2) — — 8 Balance at December 31 $ 6,645 $ 6,675 $ 6,593 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) We redeemed the remaining 3.125% Convertible Senior Subordinated Notes during the second quarter of 2016 under an optional early redemption provision. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss at December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Net unrealized loss on available-for-sale securities, net of income tax benefit of $183 and $157, respectively $ (495 ) $ (236 ) Net unrealized gain on interest rate swap, net of income tax expense of $213 and $419, respectively 694 712 Foreign currency translation (681 ) (658 ) Accumulated other comprehensive loss $ (482 ) $ (182 ) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Cash Commitments Under Operating Leases | We lease certain of our office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2018 were as follows (in thousands): Year Ending December 31, Gross Operating Lease Commitments Sub-Leases Net Operating Lease Commitments 2019 $ 34,490 $ 234 $ 34,256 2020 30,653 234 30,419 2021 26,172 — 26,172 2022 20,358 — 20,358 2023 18,981 — 18,981 Thereafter 65,854 — 65,854 Total $ 196,508 $ 468 $ 196,040 |
Employee Share Plans (Tables)
Employee Share Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value Option Award Weighted Average Assumptions Used | We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 were $4.73, $3.49, $2.40, respectively. The following weighted average assumptions were utilized: 2018 2017 2016 Expected volatility (1) 22.04 % 22.22 % 24.88 % Expected option life (years) (2) 4.62 4.61 4.62 Risk-free interest rate (3) 2.80 % 1.85 % 1.12 % Expected dividend yield (4) 0 % 0 % 0 % (1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals. (2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest. (3) The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. |
Schedule of Share-Based Compensation Awards (Before Income Tax Expense) | During the years ended December 31, 2018, 2017 and 2016, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands): 2018 2017 2016 Stock options $ 2,609 $ 2,105 $ 2,253 Restricted stock awards 4,257 3,600 3,472 Total share-based compensation expense $ 6,866 $ 5,705 $ 5,725 |
Stock Award Activity | Stock option activity during the year ended December 31, 2018 was as follows (number of options in thousands): Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2017 3,844 $ 9.67 Granted 642 $ 19.45 Exercised (864 ) $ 7.29 Expired or canceled 0 $ — Outstanding at December 31, 2018 3,622 $ 11.97 3.07 years $ 28.0 Vested and exercisable at December 31, 2018 2,011 $ 9.21 2.05 years $ 21.1 |
Roll Forward of RSU Activity | Restricted stock award activity during the year ended December 31, 2018 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2017 724 $ 11.78 Granted 272 $ 18.77 Vested (364 ) $ 11.18 Forfeited 0 $ — Non-vested at December 31, 2018 632 $ 15.35 (1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share from continuing operations for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2018 2017 2016 Numerator: Income from continuing operations $ 61,573 $ 51,032 $ 40,607 Denominator: Basic Weighted average common shares outstanding 54,561 53,862 52,321 Diluted Stock options (1) 1,542 1,499 870 Restricted stock awards 302 328 261 Contingent shares (2) 82 — 61 Diluted weighted average common shares outstanding 56,487 55,689 53,513 Earnings Per Share: Basic earnings per share from continuing operations $ 1.13 $ 0.95 $ 0.78 Diluted earnings per share from continuing operations $ 1.09 $ 0.92 $ 0.76 (1) For the years ended December 31, 2018, 2017 and 2016, a total of 0.4 million, 0.5 million and 0.8 million stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. For further details, refer to Note 19, Acquisitions |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Paid for Interest and Income Taxes | Cash paid for interest and income taxes during the years ended December 31, 2018, 2017 and 2016 were as follows (in thousands): 2018 2017 2016 Interest $ 6,340 $ 6,117 $ 6,019 Income taxes $ 15,327 $ 25,085 $ 19,314 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2018, 2017 and 2016 (in thousands): 2018 2017 2016 Cash $ 306 $ 843 $ 10 Accounts receivable, net 1,958 4,338 6,649 Funds held for clients — — 37,230 Property and equipment — 48 440 Other assets 12 221 294 Identifiable intangible assets 5,539 4,229 22,177 Accounts payable — (1,283 ) — Accrued liabilities (1,753 ) (3,503 ) (1,133 ) Client fund obligations — — (37,230 ) Total identifiable net assets $ 6,062 $ 4,893 $ 28,437 Goodwill 36,054 40,587 34,803 Aggregate purchase price $ 42,116 $ 45,480 $ 63,240 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Results of Operations | The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts). 2018 March 31, June 30, September 30, December 31, Revenue $ 266,090 $ 232,641 $ 224,249 $ 199,023 Operating expenses 204,750 205,102 198,607 181,824 Gross margin 61,340 27,539 25,642 17,199 Corporate general and administrative expenses 10,028 9,993 10,279 8,873 Operating income 51,312 17,546 15,363 8,326 Other (expense) income: Interest expense (1,780 ) (1,817 ) (1,614 ) (1,434 ) Gain on sale of operations, net 663 — — 362 Other (expense) income, net (1,229 ) 630 3,143 (9,631 ) Total other (expense) income, net (2,346 ) (1,187 ) 1,529 (10,703 ) Income (loss) from continuing operations before income tax expense 48,966 16,359 16,892 (2,377 ) Income tax expense (benefit) 13,156 3,238 3,297 (1,424 ) Income (loss) from continuing operations 35,810 13,121 13,595 (953 ) Gain (loss) from operations of discontinued operations, net of tax 41 (15 ) (9 ) (20 ) Net income (loss) $ 35,851 $ 13,106 $ 13,586 $ (973 ) Earnings (loss) per share: Basic: Continuing operations $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Diluted: Continuing operations $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Basic weighted average common shares 54,071 54,594 54,794 54,775 Diluted weighted average common shares 55,924 56,437 56,740 56,580 2017 March 31, June 30, September 30, December 31, Revenue $ 241,459 $ 211,016 $ 207,723 $ 195,142 Operating expenses 192,766 188,120 184,723 189,975 Gross margin 48,693 22,896 23,000 5,167 Corporate general and administrative expenses 8,768 9,232 7,979 7,316 Operating income (loss) 39,925 13,664 15,021 (2,149 ) Other income: Interest expense (1,517 ) (1,692 ) (1,777 ) (1,689 ) Gain on sale of operations, net 22 23 — — Other income, net 2,737 3,764 2,792 5,196 Total other income, net 1,242 2,095 1,015 3,507 Income from continuing operations before income tax expense 41,167 15,759 16,036 1,358 Income tax expense (benefit) 16,141 4,343 6,172 (3,368 ) Income from continuing operations 25,026 11,416 9,864 4,726 (Loss) gain from operations of discontinued operations, net of tax (152 ) (418 ) (206 ) 121 Net income $ 24,874 $ 10,998 $ 9,658 $ 4,847 Earnings (loss) per share: Basic: Continuing operations $ 0.47 $ 0.21 $ 0.18 $ 0.09 Discontinued operations — (0.01 ) — — Net income $ 0.47 $ 0.20 $ 0.18 $ 0.09 Diluted: Continuing operations $ 0.45 $ 0.20 $ 0.18 $ 0.08 Discontinued operations — (0.01 ) — — Net income $ 0.45 $ 0.19 $ 0.18 $ 0.08 Basic weighted average common shares 53,293 53,968 54,142 54,034 Diluted weighted average common shares 55,214 55,831 55,827 55,822 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers | We operate in the United States and Canada and revenue generated from such operations during the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 920,481 $ 853,802 $ 798,420 Canada 1,522 1,538 1,412 Total revenue $ 922,003 $ 855,340 $ 799,832 |
Summary of Segment Information | Segment information for the years ended December 31, 2018, 2017 and 2016 is presented below (in thousands). We do not manage our assets on a segment basis, therefore segment assets are not presented below. For the Year Ended December 31, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 600,926 $ 288,437 $ 32,640 $ — $ 922,003 Operating expenses 508,653 239,646 30,003 11,981 790,283 Gross margin 92,273 48,791 2,637 (11,981 ) 131,720 Corporate general and administrative expenses — — — 39,173 39,173 Operating income (loss) 92,273 48,791 2,637 (51,154 ) 92,547 Other (expense) income: Interest expense — (102 ) — (6,543 ) (6,645 ) Gain on sale of operations, net — — — 1,025 1,025 Other (expense) income, net (263 ) 493 3 (7,320 ) (7,087 ) Total other (expense) income (263 ) 391 3 (12,838 ) (12,707 ) Income (loss) from continuing operations before income tax expense $ 92,010 $ 49,182 $ 2,640 $ (63,992 ) $ 79,840 For the Year Ended December 31, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 540,315 $ 283,909 $ 31,116 $ — $ 855,340 Operating expenses 468,089 236,317 28,382 22,796 755,584 Gross margin 72,226 47,592 2,734 (22,796 ) 99,756 Corporate general and administrative expenses — — — 33,295 33,295 Operating income (loss) 72,226 47,592 2,734 (56,091 ) 66,461 Other income (expense): Interest expense — (36 ) — (6,639 ) (6,675 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 158 442 (8 ) 13,897 14,489 Total other income (expense) 158 406 (8 ) 7,303 7,859 Income (loss) from continuing operations before income tax expense $ 72,384 $ 47,998 $ 2,726 $ (48,788 ) $ 74,320 For the Year Ended December 31, 2016 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 501,307 $ 267,606 $ 30,919 $ — $ 799,832 Operating expenses 432,254 223,487 27,697 14,288 697,726 Gross margin 69,053 44,119 3,222 (14,288 ) 102,106 Corporate general and administrative expenses — — — 36,319 36,319 Operating income (loss) 69,053 44,119 3,222 (50,607 ) 65,787 Other income (expense): Interest expense — (39 ) — (6,554 ) (6,593 ) Gain on sale of operations, net — — — 855 855 Other income, net 209 367 3 6,378 6,957 Total other income 209 328 3 679 1,219 Income (loss) from continuing operations before income tax expense $ 69,262 $ 44,447 $ 3,225 $ (49,928 ) $ 67,006 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Nov. 01, 2018Reporting_Unit | Dec. 31, 2018USD ($)Practice_GroupsReporting_Unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of practice groups | Practice_Groups | 3 | ||||
Revenue | $ 922,003 | $ 855,340 | $ 799,832 | ||
Shares vesting term | 4 years | ||||
Maximum maturity period of investments | 3 months | ||||
Allowance for doubtful accounts | $ 13,389 | 13,827 | 13,508 | $ 12,659 | |
Software purchased or developed, estimated useful life | 7 years | ||||
Goodwill | $ 564,300 | 528,424 | 487,484 | ||
Total assets | 1,183,031 | 1,176,231 | |||
Total stockholders' equity | $ 593,663 | 530,879 | 480,021 | $ 427,948 | |
Intangible assets amortization period | 6 years 9 months 18 days | ||||
Number of reporting units | Reporting_Unit | 5 | 5 | |||
Net changes in the fair value of contingent consideration | $ (2,617) | 1,494 | 994 | ||
Unsecured credit facility | 400,000 | ||||
Other Expense | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net changes in the fair value of contingent consideration | $ (2,600) | ||||
Other Income | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net changes in the fair value of contingent consideration | 1,500 | 1,000 | |||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets amortization period | 2 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets amortization period | 15 years | ||||
Financial Service [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | $ 154,000 | $ 156,400 | $ 144,800 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Buildings [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 25 years |
Buildings [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 10 years |
Capitalized Software [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 2 years |
Capitalized Software [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 3 years |
Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Summary of Cumulative Effect of Changes Made to Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Accounts receivable, net | $ 207,287 | $ 188,300 | |||
Other current assets | 216,251 | 259,873 | |||
Other non-current assets | 759,493 | 728,058 | |||
Total assets | 1,183,031 | 1,176,231 | |||
Accounts payable | 58,630 | 51,375 | |||
Accrued personnel costs | 63,953 | 45,264 | |||
Other current liabilities | 198,731 | 237,607 | |||
Deferred income taxes, net | 6,764 | 3,339 | |||
Other non-current liabilities | 261,290 | 307,767 | |||
Total liabilities | 589,368 | 645,352 | |||
Retained earnings | 408,963 | 345,302 | |||
Other stockholders' equity | 184,700 | 185,577 | |||
Total stockholders’ equity | 593,663 | 530,879 | $ 480,021 | $ 427,948 | |
Total liabilities and stockholders’ equity | 1,183,031 | $ 1,176,231 | |||
Accounting Standards Update 2014-09 [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Accounts receivable, net | $ 198,398 | ||||
Other current assets | 259,953 | ||||
Other non-current assets | 728,786 | ||||
Total assets | 1,187,137 | ||||
Accounts payable | 57,656 | ||||
Accrued personnel costs | 45,859 | ||||
Other current liabilities | 237,720 | ||||
Deferred income taxes, net | 4,153 | ||||
Other non-current liabilities | 308,779 | ||||
Total liabilities | 654,167 | ||||
Retained earnings | 347,393 | ||||
Other stockholders' equity | 185,577 | ||||
Total stockholders’ equity | 532,970 | ||||
Total liabilities and stockholders’ equity | 1,187,137 | ||||
Accounting Standards Update 2014-09 [Member] | Adjustments [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Accounts receivable, net | (12,671) | 10,098 | |||
Other current assets | (80) | 80 | |||
Other non-current assets | (647) | 728 | |||
Total assets | (13,398) | 10,906 | |||
Accounts payable | (7,930) | 6,281 | |||
Accrued personnel costs | (587) | 595 | |||
Other current liabilities | (113) | 113 | |||
Deferred income taxes, net | (1,035) | 814 | |||
Other non-current liabilities | (897) | 1,012 | |||
Total liabilities | (10,562) | 8,815 | |||
Retained earnings | (2,836) | 2,091 | |||
Total stockholders’ equity | (2,836) | 2,091 | |||
Total liabilities and stockholders’ equity | $ (13,398) | $ 10,906 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Summary of Impact of Adopting New Accounting Standards on Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | Dec. 31, 2015 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | $ 207,287 | $ 188,300 | $ 207,287 | $ 188,300 | |||||||||
Other current assets | 216,251 | 259,873 | 216,251 | 259,873 | |||||||||
Other non-current assets | 759,493 | 728,058 | 759,493 | 728,058 | |||||||||
Total assets | 1,183,031 | 1,176,231 | 1,183,031 | 1,176,231 | |||||||||
Accounts payable | 58,630 | 51,375 | 58,630 | 51,375 | |||||||||
Accrued personnel costs | 63,953 | 45,264 | 63,953 | 45,264 | |||||||||
Other current liabilities | 198,731 | 237,607 | 198,731 | 237,607 | |||||||||
Deferred income taxes, net | 6,764 | 3,339 | 6,764 | 3,339 | |||||||||
Other non-current liabilities | 261,290 | 307,767 | 261,290 | 307,767 | |||||||||
Total liabilities | 589,368 | 645,352 | 589,368 | 645,352 | |||||||||
Retained earnings | 408,963 | 345,302 | 408,963 | 345,302 | |||||||||
Other stockholders' equity | 184,700 | 185,577 | 184,700 | 185,577 | |||||||||
Total stockholders’ equity | 593,663 | 530,879 | 593,663 | 530,879 | $ 480,021 | $ 427,948 | |||||||
Total liabilities and stockholders’ equity | 1,183,031 | 1,176,231 | 1,183,031 | 1,176,231 | |||||||||
Revenue | 922,003 | 855,340 | 799,832 | ||||||||||
Operating expenses | 181,824 | $ 198,607 | $ 205,102 | $ 204,750 | 189,975 | $ 184,723 | $ 188,120 | $ 192,766 | 790,283 | 755,584 | 697,726 | ||
Gross margin | 17,199 | 25,642 | 27,539 | 61,340 | 5,167 | 23,000 | 22,896 | 48,693 | 131,720 | 99,756 | 102,106 | ||
Corporate general and administrative expenses | 8,873 | 10,279 | 9,993 | 10,028 | 7,316 | 7,979 | 9,232 | 8,768 | 39,173 | 33,295 | 36,319 | ||
Operating income (loss) | 8,326 | 15,363 | 17,546 | 51,312 | (2,149) | 15,021 | 13,664 | 39,925 | 92,547 | 66,461 | 65,787 | ||
Other (expense) income: | |||||||||||||
Interest expense | (1,434) | (1,614) | (1,817) | (1,780) | (1,689) | (1,777) | (1,692) | (1,517) | (6,645) | (6,675) | (6,593) | ||
Gain on sale of operations, net | 362 | 663 | 23 | 22 | 1,025 | 45 | 855 | ||||||
Other expense, net | (9,631) | 3,143 | 630 | (1,229) | 5,196 | 2,792 | 3,764 | 2,737 | (7,087) | 14,489 | 6,957 | ||
Total other (expense) income, net | (10,703) | 1,529 | (1,187) | (2,346) | 3,507 | 1,015 | 2,095 | 1,242 | (12,707) | 7,859 | 1,219 | ||
Income from continuing operations before income tax expense | (2,377) | 16,892 | 16,359 | 48,966 | 1,358 | 16,036 | 15,759 | 41,167 | 79,840 | 74,320 | 67,006 | ||
Income tax expense | (1,424) | 3,297 | 3,238 | 13,156 | (3,368) | 6,172 | 4,343 | 16,141 | 18,267 | 23,288 | 26,399 | ||
Income (loss) from continuing operations | (953) | 13,595 | 13,121 | 35,810 | 4,726 | 9,864 | 11,416 | 25,026 | 61,573 | 51,032 | 40,607 | ||
Loss from operations of discontinued operations, net of tax | (20) | (9) | (15) | 41 | 121 | (206) | (418) | (152) | (3) | (655) | (542) | ||
Net income (loss) | (973) | 13,586 | 13,106 | 35,851 | 4,847 | 9,658 | 10,998 | 24,874 | 61,570 | 50,377 | 40,065 | ||
Cash flows from operating activities: | |||||||||||||
Net income | (973) | $ 13,586 | $ 13,106 | 35,851 | 4,847 | $ 9,658 | $ 10,998 | 24,874 | 61,570 | 50,377 | 40,065 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | 38,713 | ||||||||||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||||||||
Accounts receivable, net | (10,668) | (13,849) | (19,188) | ||||||||||
Other assets | (3,344) | 3,180 | (5,612) | ||||||||||
Accounts payable | 974 | 3,738 | 10,217 | ||||||||||
Accrued personnel costs | 17,901 | (599) | 5,496 | ||||||||||
Other liabilities | (140) | 3,508 | 5,965 | ||||||||||
Other | 426 | ||||||||||||
Net cash provided by continuing operations | 105,432 | 77,663 | 73,674 | ||||||||||
Operating cash flows used in discontinued operations | (184) | (627) | 387 | ||||||||||
Net cash provided by operating activities | 105,248 | 77,036 | 74,061 | ||||||||||
Net provided by investing activities | (47,576) | (48,681) | (9,847) | ||||||||||
Net cash used in financing activities | (109,380) | (45,593) | (18,384) | ||||||||||
Net increase in cash, cash equivalents and restricted cash | (51,708) | ||||||||||||
Cash, cash equivalents and restricted cash at beginning of year | 182,262 | $ 199,500 | 182,262 | 199,500 | 153,670 | ||||||||
Cash, cash equivalents and restricted cash at end of year | 130,554 | 182,262 | 130,554 | 182,262 | $ 199,500 | ||||||||
Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | $ 198,398 | ||||||||||||
Other current assets | 259,953 | ||||||||||||
Other non-current assets | 728,786 | ||||||||||||
Total assets | 1,187,137 | ||||||||||||
Accounts payable | 57,656 | ||||||||||||
Accrued personnel costs | 45,859 | ||||||||||||
Other current liabilities | 237,720 | ||||||||||||
Deferred income taxes, net | 4,153 | ||||||||||||
Other non-current liabilities | 308,779 | ||||||||||||
Total liabilities | 654,167 | ||||||||||||
Retained earnings | 347,393 | ||||||||||||
Other stockholders' equity | 185,577 | ||||||||||||
Total stockholders’ equity | 532,970 | ||||||||||||
Total liabilities and stockholders’ equity | 1,187,137 | ||||||||||||
Accounting Standards Update 2014-09 [Member] | Adjustments [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | (12,671) | (12,671) | 10,098 | ||||||||||
Other current assets | (80) | (80) | 80 | ||||||||||
Other non-current assets | (647) | (647) | 728 | ||||||||||
Total assets | (13,398) | (13,398) | 10,906 | ||||||||||
Accounts payable | (7,930) | (7,930) | 6,281 | ||||||||||
Accrued personnel costs | (587) | (587) | 595 | ||||||||||
Other current liabilities | (113) | (113) | 113 | ||||||||||
Deferred income taxes, net | (1,035) | (1,035) | 814 | ||||||||||
Other non-current liabilities | (897) | (897) | 1,012 | ||||||||||
Total liabilities | (10,562) | (10,562) | 8,815 | ||||||||||
Retained earnings | (2,836) | (2,836) | 2,091 | ||||||||||
Total stockholders’ equity | (2,836) | (2,836) | 2,091 | ||||||||||
Total liabilities and stockholders’ equity | (13,398) | (13,398) | $ 10,906 | ||||||||||
Revenue | (1,039) | ||||||||||||
Operating expenses | (73) | ||||||||||||
Gross margin | (966) | ||||||||||||
Operating income (loss) | (966) | ||||||||||||
Other (expense) income: | |||||||||||||
Income from continuing operations before income tax expense | (966) | ||||||||||||
Income tax expense | (221) | ||||||||||||
Income (loss) from continuing operations | (745) | ||||||||||||
Net income (loss) | (745) | ||||||||||||
Cash flows from operating activities: | |||||||||||||
Net income | (745) | ||||||||||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||||||||
Accounts receivable, net | 2,573 | ||||||||||||
Other assets | (81) | ||||||||||||
Accounts payable | (1,649) | ||||||||||||
Accrued personnel costs | 8 | ||||||||||||
Other liabilities | (106) | ||||||||||||
Accounting Standards Update 2014-09 [Member] | Balances without Adoption of Topic 606 [Member] | |||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | 194,616 | 194,616 | |||||||||||
Other current assets | 216,171 | 216,171 | |||||||||||
Other non-current assets | 758,846 | 758,846 | |||||||||||
Total assets | 1,169,633 | 1,169,633 | |||||||||||
Accounts payable | 50,700 | 50,700 | |||||||||||
Accrued personnel costs | 63,366 | 63,366 | |||||||||||
Other current liabilities | 198,618 | 198,618 | |||||||||||
Deferred income taxes, net | 5,729 | 5,729 | |||||||||||
Other non-current liabilities | 260,393 | 260,393 | |||||||||||
Total liabilities | 578,806 | 578,806 | |||||||||||
Retained earnings | 406,127 | 406,127 | |||||||||||
Other stockholders' equity | 184,700 | 184,700 | |||||||||||
Total stockholders’ equity | 590,827 | 590,827 | |||||||||||
Total liabilities and stockholders’ equity | 1,169,633 | 1,169,633 | |||||||||||
Revenue | 920,964 | ||||||||||||
Operating expenses | 790,210 | ||||||||||||
Gross margin | 130,754 | ||||||||||||
Corporate general and administrative expenses | 39,173 | ||||||||||||
Operating income (loss) | 91,581 | ||||||||||||
Other (expense) income: | |||||||||||||
Interest expense | (6,645) | ||||||||||||
Gain on sale of operations, net | 1,025 | ||||||||||||
Other expense, net | (7,087) | ||||||||||||
Total other (expense) income, net | (12,707) | ||||||||||||
Income from continuing operations before income tax expense | 78,874 | ||||||||||||
Income tax expense | 18,046 | ||||||||||||
Income (loss) from continuing operations | 60,828 | ||||||||||||
Loss from operations of discontinued operations, net of tax | (3) | ||||||||||||
Net income (loss) | 60,825 | ||||||||||||
Cash flows from operating activities: | |||||||||||||
Net income | 60,825 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | 38,713 | ||||||||||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||||||||
Accounts receivable, net | (8,095) | ||||||||||||
Other assets | (3,425) | ||||||||||||
Accounts payable | (675) | ||||||||||||
Accrued personnel costs | 17,909 | ||||||||||||
Other liabilities | (246) | ||||||||||||
Other | 426 | ||||||||||||
Net cash provided by continuing operations | 105,432 | ||||||||||||
Operating cash flows used in discontinued operations | (184) | ||||||||||||
Net cash provided by operating activities | 105,248 | ||||||||||||
Net provided by investing activities | (47,576) | ||||||||||||
Net cash used in financing activities | (109,380) | ||||||||||||
Net increase in cash, cash equivalents and restricted cash | (51,708) | ||||||||||||
Cash, cash equivalents and restricted cash at beginning of year | $ 182,262 | 182,262 | |||||||||||
Cash, cash equivalents and restricted cash at end of year | $ 130,554 | $ 182,262 | $ 130,554 | $ 182,262 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 922,003 | $ 855,340 | $ 799,832 |
Financial Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 600,926 | ||
Benefits and Insurance Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 288,437 | ||
National Practices [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 32,640 | ||
Accounting, Tax, Advisory and Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 600,926 | ||
Accounting, Tax, Advisory and Consulting [Member] | Financial Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 600,926 | ||
Core Benefits and Insurance Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 276,496 | ||
Core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 276,496 | ||
Non-core Benefits and Insurance Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 11,941 | ||
Non-core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 11,941 | ||
Managed Networking, Hardware Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 24,404 | ||
Managed Networking, Hardware Services [Member] | National Practices [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 24,404 | ||
National Practices Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 8,236 | ||
National Practices Consulting [Member] | National Practices [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 8,236 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Capitalized contract period | one year or less |
Performance obligations period | one year or less |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable Net Current [Abstract] | ||||
Trade accounts receivable | $ 159,992 | $ 139,730 | ||
Unbilled revenue, at net realizable value | 60,684 | 62,397 | ||
Total accounts receivable | 220,676 | 202,127 | ||
Allowance for doubtful accounts | (13,389) | (13,827) | $ (13,508) | $ (12,659) |
Accounts receivable, net | $ 207,287 | $ 188,300 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ (13,827) | $ (13,508) | $ (12,659) |
Provision for losses | (3,776) | (5,529) | (4,154) |
Charge-offs, net of recoveries | 4,214 | 5,210 | 3,305 |
Balance at end of period | $ (13,389) | $ (13,827) | $ (13,508) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 111,302 | $ 102,378 |
Accumulated depreciation and amortization | (77,097) | (76,297) |
Property and equipment, net | 34,205 | 26,081 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 28,456 | 26,289 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 27,690 | 25,835 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 37,281 | 36,639 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,875 | $ 13,615 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense for property and equipment | $ 6.1 | $ 5.3 | $ 5.4 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in Carrying Amount of Goodwill by Operating Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 528,424 | $ 487,484 |
Additions | 36,089 | 40,940 |
Divestitures | (213) | |
Goodwill | 564,300 | 528,424 |
Financial Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 306,861 | 271,330 |
Additions | 22,978 | 35,531 |
Divestitures | (213) | |
Goodwill | 329,626 | 306,861 |
Benefits and Insurance Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 219,897 | 214,488 |
Additions | 13,111 | 5,409 |
Goodwill | 233,008 | 219,897 |
National Practices [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 1,666 | 1,666 |
Goodwill | $ 1,666 | $ 1,666 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) | Nov. 01, 2018USD ($)Reporting_Unit | Dec. 31, 2018USD ($)Reporting_Unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of reporting units | Reporting_Unit | 5 | 5 | ||
Goodwill, Impairment Loss | $ 0 | |||
Intangible assets amortization period | 6 years 9 months 18 days | |||
2,019 | $ 13,600,000 | |||
2,020 | 12,300,000 | |||
2,021 | 10,800,000 | |||
2,022 | 9,000,000 | |||
2,023 | $ 7,900,000 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 2 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 15 years | |||
Client Lists and Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 17,500,000 | $ 17,800,000 | $ 16,700,000 | |
Client Lists [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 6 years 8 months 12 days | |||
Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 7 years 9 months 18 days | |||
Other Intangible Assets [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 2 years | |||
Other Intangible Assets [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 11 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 564,300 | $ 528,424 | $ 487,484 |
Intangible assets: | |||
Total intangible assets | 191,011 | 185,988 | |
Total goodwill and other intangibles assets | 755,311 | 714,412 | |
Accumulated amortization: | |||
Total accumulated amortization | (118,302) | (101,206) | |
Goodwill and other intangible assets, net | 637,009 | 613,206 | |
Client Lists [Member] | |||
Intangible assets: | |||
Total intangible assets | 181,564 | 177,221 | |
Accumulated amortization: | |||
Total accumulated amortization | (112,905) | (97,063) | |
Other Intangible Assets [Member] | |||
Intangible assets: | |||
Total intangible assets | 9,447 | 8,767 | |
Accumulated amortization: | |||
Total accumulated amortization | $ (5,397) | $ (4,143) |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | ||
Corporate and municipal bonds | $ 55.7 | $ 49.5 |
Maturity dates of bonds, start date | 2019-01 | |
Maturity dates of bonds, end date | 2024-02 |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 51,101 | $ 44,573 |
Purchases | 18,426 | 15,546 |
Sales | (1,793) | (940) |
Maturities and calls | (10,445) | (7,845) |
Decrease in bond premium | (377) | (160) |
Fair market value adjustment | (356) | (73) |
Fair value at end of period | $ 56,556 | $ 51,101 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] | 12 Months Ended | |
Dec. 31, 2018USD ($)Interest_Rate_Swaps | Dec. 31, 2017USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value hedging instruments | $ 0 | $ 0 |
Interest rate swap, description of interest received | interest that varies with the one-month LIBOR | |
Derivative, Type of Interest Rate Paid on Swap | fixed | |
October 2020 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 25,000,000 | |
Interest rate swap, fixed interest rate | 1.30% | |
February 2021 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 10,000,000 | |
Interest rate swap, fixed interest rate | 1.12% | |
May 2022 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 1.77% | |
June 2023 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 2.64% | |
Second Quarter 2018 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, term | 5 years | |
Fourth Quarter 2018 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of interest rate swaps | Interest_Rate_Swaps | 1 | |
Notional value | $ 15,000,000 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 70,000,000 | $ 55,000,000 |
Fair Value | $ 1,096,000 | 1,055,000 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 15,000,000 | |
Fair Value | $ 76,000 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Effects of Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - Interest Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | ||
(Loss) Gain recognized in AOCL, net of tax | $ (17) | $ 379 |
Gain (Loss) reclassified from AOCL into expense | $ 357 | $ (132) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair Value Measurements, Inter-transfers between Levels | $ 0 | $ 0 | |
Net changes in the fair value of contingent consideration | 2,617,000 | (1,494,000) | $ (994,000) |
Other Expense | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Net changes in the fair value of contingent consideration | $ 2,600,000 | ||
Other Income | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Net changes in the fair value of contingent consideration | $ (1,500,000) | $ (1,000,000) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate and municipal bonds | $ 56,556 | $ 51,101 | $ 44,573 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 84,435 | 85,589 | |
Corporate and municipal bonds | 56,556 | 51,101 | |
Deferred compensation plan liabilities | (84,435) | (85,589) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap | 1,096 | 1,131 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (39,708) | $ (37,574) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Fair Values of Contingent Purchase Price Liabilities (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (37,574) | |
Ending balance | (39,708) | $ (37,574) |
Contingent Purchase Price Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | (37,574) | (33,709) |
Additions from business acquisitions | (13,382) | (19,291) |
Settlement of contingent purchase price payable | 13,865 | 13,932 |
Change in fair value of contingency | (1,673) | 2,128 |
Change in net present value of contingency | (944) | (634) |
Ending balance | $ (39,708) | $ (37,574) |
Income Taxes - Income from Cont
Income Taxes - Income from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 79,669 | $ 74,151 | $ 66,848 |
Foreign (Canada) | 171 | 169 | 158 |
Income (loss) from continuing operations before income tax expense (benefit) | $ 79,840 | $ 74,320 | $ 67,006 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||||||||||
Federal | $ 12,626 | $ 21,086 | $ 18,816 | ||||||||
Foreign | 45 | 45 | 42 | ||||||||
State and local | 2,808 | 2,475 | 2,681 | ||||||||
Total | 15,479 | 23,606 | 21,539 | ||||||||
Deferred: | |||||||||||
Federal | 2,047 | (1,086) | 4,148 | ||||||||
State and local | 741 | 768 | 712 | ||||||||
Total | 2,788 | (318) | 4,860 | ||||||||
Provision for income taxes from continuing operations | $ (1,424) | $ 3,297 | $ 3,238 | $ 13,156 | $ (3,368) | $ 6,172 | $ 4,343 | $ 16,141 | 18,267 | 23,288 | 26,399 |
Operations of discontinued operations: | |||||||||||
Current | 2 | (418) | (365) | ||||||||
Deferred | (1) | (19) | (10) | ||||||||
Total income tax expense from discontinued operations | 1 | (437) | (375) | ||||||||
Total income tax expense | $ 18,268 | $ 22,851 | $ 26,024 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Tax at U.S. federal statutory rates | $ 16,766 | $ 26,012 | $ 23,452 | ||||||||
State taxes (net of federal benefit) | 4,035 | 2,945 | 2,643 | ||||||||
Business meals and entertainment — non-deductible | 915 | 820 | 784 | ||||||||
Reserves for uncertain tax positions | (1,124) | (35) | (87) | ||||||||
Share-based compensation | (3,260) | (3,837) | |||||||||
Impact of the Tax Cuts and Jobs Act of 2017 | (2,487) | ||||||||||
Non-deductible expenses | 785 | 236 | 22 | ||||||||
Other, net | 150 | (366) | (415) | ||||||||
Provision for income taxes from continuing operations | $ (1,424) | $ 3,297 | $ 3,238 | $ 13,156 | $ (3,368) | $ 6,172 | $ 4,343 | $ 16,141 | $ 18,267 | $ 23,288 | $ 26,399 |
Effective income tax rate | 22.90% | 31.30% | 39.40% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Income tax benefit reflected in additional paid-in-capital | $ 1,004 | |||
Tax Cuts and Jobs Act of 2017, income tax benefit | $ 2,500 | |||
Effective income tax rate | 22.90% | 31.30% | 39.40% | |
Corporate federal income tax rate | 21.00% | 35.00% | ||
Change in valuation allowance for deferred tax assets related to tax reform act | $ 300 | |||
Increase (Decrease) in valuation allowance due to state net operating loss and tax credit carryforwards | $ 200 | |||
State net operating loss carryforwards | 23,200 | |||
State tax credit carryforwards | 1,400 | |||
Unrecognized tax benefits that would impact effective tax rate | 1,900 | |||
Reductions in the liability for unrecognized tax benefits due to expiration of statues of limitation | 100 | |||
Accrued interest expense | 200 | |||
Liability for interest expense | 700 | 700 | ||
Liability for penalties | 200 | 200 | ||
Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Accrued interest expense | $ 100 | |||
Earliest Tax Year [Member] | State [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards expiration period | 2,019 | |||
Net operating loss carryforwards expiration period | 2,019 | |||
Latest Tax Year [Member] | State [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards expiration period | 2,038 | |||
Net operating loss carryforwards expiration period | 2,028 | |||
2013 and 2014 [Member] | Internal Revenue Service [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Audit settlement, net | $ 500 | |||
Non-Qualified Stock Option [Member] | Restricted Stock Awards [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit reflected in additional paid-in-capital | $ 1,100 | |||
Non-Qualified Stock Option [Member] | Restricted Stock Awards [Member] | Income Tax Expenses [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit reflected in additional paid-in-capital | $ 3,300 | $ 3,800 |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences That Rises to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,091 | $ 1,229 |
Allowance for doubtful accounts | 2,902 | 3,022 |
Employee benefits and compensation | 24,761 | 21,155 |
Lease costs | 4,099 | 3,611 |
State tax credit carryforwards | 1,353 | 1,385 |
Property and equipment | 528 | |
Other deferred tax assets | 287 | 633 |
Total gross deferred tax assets | 34,493 | 31,563 |
Less: valuation allowance | (1,840) | (1,657) |
Total deferred tax assets, net | 32,653 | 29,906 |
Accrued interest | 819 | |
Client list intangible assets | 1,184 | 1,513 |
Goodwill and other intangibles | 35,840 | 30,913 |
Property and equipment | 1,356 | |
Other deferred tax liabilities | 1,037 | |
Total gross deferred tax liabilities | 39,417 | 33,245 |
Net deferred tax liability | $ (6,764) | $ (3,339) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ 3,882 | $ 4,090 | $ 4,287 |
Additions for tax positions of the current year | 119 | 123 | 110 |
Settlements of prior year positions | (16) | (11) | |
Lapse of statutes of limitation | (1,166) | (331) | (296) |
Ending Balance | $ 2,819 | $ 3,882 | $ 4,090 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 03, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Unsecured credit facility | $ 400,000 | ||||
Outstanding balance under 2018 credit facility and the 2014 credit facility | 135,500 | $ 178,500 | |||
Available funds under 2018 credit facility | $ 255,500 | ||||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving loan commitment | $ 20,000 | ||||
Line of credit facility, termination date | Aug. 16, 2019 | ||||
Outstanding line of credit | $ 0 | ||||
2014 Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit agreement amendment date | Jul. 28, 2014 | ||||
2014 Credit Facility [Member] | First Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit agreement amendment date | Apr. 10, 2015 | ||||
2014 Credit Facility [Member] | Second Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit agreement amendment date | Nov. 3, 2015 | ||||
2018 Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maturity year | 2,019 | 2,023 | |||
Revolving loan commitment | $ 400,000 | ||||
Deferred financing costs | $ 1,100 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Weighted average rates | 3.08% | 2.72% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 2.12% | 2.19% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 5.50% | 4.75% |
Debt and Financing Arrangemen_5
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 1,434 | $ 1,614 | $ 1,817 | $ 1,780 | $ 1,689 | $ 1,777 | $ 1,692 | $ 1,517 | $ 6,645 | $ 6,675 | $ 6,593 |
2006 Convertible Senior Subordinated Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | 8 | ||||||||||
Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 6,645 | $ 6,675 | $ 6,585 |
Debt and Financing Arrangemen_6
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Parenthetical) (Detail) | Jun. 30, 2016 |
2006 Convertible Senior Subordinated Notes [Member] | |
Debt Instrument [Line Items] | |
Interest rate on Notes | 3.125% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Net unrealized loss on available-for-sale securities, net of income tax benefit of $183 and $157, respectively | $ (495) | $ (236) |
Net unrealized gain on interest rate swap, net of income tax expense of $213 and $419, respectively | 694 | 712 |
Foreign currency translation | (681) | (658) |
Accumulated other comprehensive loss | $ (482) | $ (182) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Unrealized losses on available for sale securities, income tax benefit | $ 183 | $ 157 |
Unrealized gain on interest rate swaps, income tax expense | $ 213 | $ 419 |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Future Minimum Cash Commitments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Gross Operating Lease Commitments, 2019 | $ 34,490 |
Gross Operating Lease Commitments, 2020 | 30,653 |
Gross Operating Lease Commitments, 2021 | 26,172 |
Gross Operating Lease Commitments, 2022 | 20,358 |
Gross Operating Lease Commitments, 2023 | 18,981 |
Gross Operating Lease Commitments, Thereafter | 65,854 |
Gross Operating Lease Commitments, Total | 196,508 |
Sub-Leases, 2019 | 234 |
Sub-Leases, 2020 | 234 |
Sub-Leases, 2021 | 0 |
Sub-Leases, 2022 | 0 |
Sub-Leases, 2023 | 0 |
Sub-Leases, Thereafter | 0 |
Sub-Leases, Total | 468 |
Net Operating Lease Commitments, 2019 | 34,256 |
Net Operating Lease Commitments, 2020 | 30,419 |
Net Operating Lease Commitments, 2021 | 26,172 |
Net Operating Lease Commitments, 2022 | 20,358 |
Net Operating Lease Commitments, 2023 | 18,981 |
Net Operating Lease Commitments , Thereafter | 65,854 |
Net Operating Lease Commitments, Total | $ 196,040 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lease Commitments [Abstract] | |||
Rent expense incurred under operating lease | $ 38 | $ 38.4 | $ 37 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 1.1 | $ 2.3 |
License bonds outstanding amount | $ 2.9 | $ 2.5 |
Commitments and Contingencies_2
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) $ in Millions | Sep. 16, 2016USD ($) | Dec. 31, 2018USD ($)Plaintiff |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of Plaintiffs | Plaintiff | 2 | |
Damages sought amount | $ 16 | |
Altoona Regional Health System [Member] | Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 142 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Maximum percentage of a participant's eligible compensation that a participating may elect to contribute, on a tax-deferred annually to the plan (as a percent) 50.00% | 80.00% | ||
Percentage of matching contribution made by company, of first 6.0% of participating employees contributions (as a percent) | 50.00% | ||
Percentage of participating employees contribution, matched 100% (as a percent) | 6.00% | ||
Employer contribution | $ 10,800 | $ 10,400 | $ 9,600 |
Non-qualified deferred income (expense) of investment | (4,900) | 12,100 | $ 5,300 |
Non-qualified deferred compensation plan assets | 84,435 | 85,589 | |
Non-qualified deferred compensation plan liabilities | $ 84,435 | $ 85,589 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | |
Schedule Of Common Stock [Line Items] | |||
Senior leverage ratio | 3 | ||
Share repurchase program, description | Under our credit facility, described in Note 9, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the annual share repurchase is limited to $35.0 million | ||
Cost of shares repurchased to settle statutory employee withholding related to vesting of stock awards | $ 17,484,000 | $ 19,735,000 | $ 9,144,000 |
Share Repurchase Program [Member] | |||
Schedule Of Common Stock [Line Items] | |||
Stock repurchase program authorized to be repurchased | shares | 800,000 | 1,200,000 | |
Payment for acquisition of treasury stock | $ 15,600,000 | $ 18,300,000 | |
Shares repurchased to settle statutory employee withholding related to vesting of stock awards | shares | 100,000 | 100,000 | |
Cost of shares repurchased to settle statutory employee withholding related to vesting of stock awards | $ 1,900,000 | $ 1,400,000 | |
Maximum [Member] | |||
Schedule Of Common Stock [Line Items] | |||
Annual share repurchase limit | $ 35,000,000 |
Employee Share Plans - Addition
Employee Share Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Holding period of stock | 1 year | ||
Maximum stock based compensation awards granted under the plan | 9,600,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton option-pricing model | ||
Fair value of stock options granted | $ 4.73 | $ 3.49 | $ 2.40 |
Options awarded under the plans vesting period | 4 years | ||
Restricted Stock Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation cost for non-vested stock options weighted average period | 1 year 2 months 19 days | ||
Unrecognized compensation cost for restricted stock awards | $ 9,700,000 | ||
Total fair value of shares vested during period | 4,100,000 | $ 3,400,000 | $ 3,300,000 |
Market value of shares awarded during period | $ 5,100,000 | $ 4,400,000 | $ 3,200,000 |
2014 Stock Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share available for future grant | 3,100,000 | ||
Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Termination date of the Employee Stock Purchase Plan | Jun. 30, 2020 | ||
Price an employee pays for shares as percentage of fair market value | 85.00% | ||
Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of incremental vesting schedule | 25.00% | 25.00% | 25.00% |
Incremental vesting schedule period | 4 years | ||
Stock options expiry date | 6 years | ||
Options awarded under the plans vesting period | 4 years | ||
Weighted-average grant-date fair value of stock options granted | $ 3,000,000 | $ 2,300,000 | $ 1,600,000 |
Aggregate intrinsic value of stock options exercised | 10,900,000 | $ 9,400,000 | $ 4,200,000 |
Unrecognized compensation cost for non-vested stock option | $ 5,900,000 | ||
Compensation cost for non-vested stock options weighted average period | 1 year 3 months 18 days | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares purchased under ESPP | 2,000,000 | ||
Maximum [Member] | Restricted Stock Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options awarded under the plans vesting period | 4 years | ||
Restricted stock outstanding release from restriction period range | 2022-05 | ||
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
ESPP allows qualified employees to purchase shares of common stock | $ 25,000 | ||
Minimum [Member] | Restricted Stock Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options awarded under the plans vesting period | 1 year | ||
Restricted stock outstanding release from restriction period range | 2019-02 |
Employee Share Plans - Schedule
Employee Share Plans - Schedule of Fair Value Option Award Weighted Average Assumptions Used (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |||
Expected volatility | 22.04% | 22.22% | 24.88% |
Expected option life (years) | 4 years 7 months 13 days | 4 years 7 months 9 days | 4 years 7 months 13 days |
Risk-free interest rate | 2.80% | 1.85% | 1.12% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Employee Share Plans - Schedu_2
Employee Share Plans - Schedule of Share-Based Compensation Awards (Before Income Tax Expense) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Stock options | $ 2,609 | $ 2,105 | $ 2,253 |
Restricted stock awards | 4,257 | 3,600 | 3,472 |
Total share-based compensation expense | $ 6,866 | $ 5,705 | $ 5,725 |
Employee Share Plans - Stock Aw
Employee Share Plans - Stock Award Activity (Detail) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Compensation And Retirement Disclosure [Abstract] | |
Outstanding Beginning balance, Number of Options | 3,844 |
Granted, Number of Options | 642 |
Exercised, Number of Options | (864) |
Expired or canceled, Number of Options | 0 |
Outstanding Ending balance, Number of Options | 3,622 |
Vested and exercisable Ending balance, Number of Options | 2,011 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 9.67 |
Granted, Weighted Average Exercise Price Per Share | $ / shares | 19.45 |
Exercised, Weighted Average Exercise Price Per Share | $ / shares | 7.29 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 11.97 |
Vested and exercisable Ending balance, Weighted Average Exercise Price Per Share | $ / shares | $ 9.21 |
Weighted Average Remaining Contractual Term, Outstanding | 3 years 25 days |
Weighted Average Remaining Contractual Term, Vested and exercisable at December 31, 2018 | 2 years 18 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ | $ 28 |
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2018 | $ | $ 21.1 |
Employee Share Plans - Roll For
Employee Share Plans - Roll Forward of RSU Activity (Detail) - Restricted Stock Awards [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |
Non-vested at December 31, 2017, Number of shares | 724 |
Granted, Number of shares | 272 |
Vested, Number of shares | (364) |
Forfeited, Number of shares | 0 |
Non-vested at December 31, 2018, Number of shares | 632 |
Non-vested at December 31, 2017, Weighted Average Grant-Date Fair Value | $ / shares | $ 11.78 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.77 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 11.18 |
Non-vested at December 31, 2018, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.35 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Income (loss) from continuing operations | $ (953) | $ 13,595 | $ 13,121 | $ 35,810 | $ 4,726 | $ 9,864 | $ 11,416 | $ 25,026 | $ 61,573 | $ 51,032 | $ 40,607 |
Basic | |||||||||||
Weighted average common shares outstanding | 54,775 | 54,794 | 54,594 | 54,071 | 54,034 | 54,142 | 53,968 | 53,293 | 54,561 | 53,862 | 52,321 |
Diluted | |||||||||||
Stock options | 1,542 | 1,499 | 870 | ||||||||
Restricted stock awards | 302 | 328 | 261 | ||||||||
Contingent shares | 82 | 61 | |||||||||
Diluted weighted average common shares outstanding | 56,580 | 56,740 | 56,437 | 55,924 | 55,822 | 55,827 | 55,831 | 55,214 | 56,487 | 55,689 | 53,513 |
Basic earnings per share from continuing operations | $ (0.02) | $ 0.25 | $ 0.24 | $ 0.66 | $ 0.09 | $ 0.18 | $ 0.21 | $ 0.47 | $ 1.13 | $ 0.95 | $ 0.78 |
Diluted earnings per share from continuing operations | $ (0.02) | $ 0.24 | $ 0.23 | $ 0.64 | $ 0.08 | $ 0.18 | $ 0.20 | $ 0.45 | $ 1.09 | $ 0.92 | $ 0.76 |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Compensation Plan [Member] | |||
Dilutive Securities Included And Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Share based awards excluded from the calculation of diluted earnings per share | 0.4 | 0.5 | 0.8 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures - Cash Paid for Interest and Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest | $ 6,340 | $ 6,117 | $ 6,019 |
Income taxes | $ 15,327 | $ 25,085 | $ 19,314 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Receivable Related Parties [Line Items] | |||
Lease paid by company | $ 38,000 | $ 38,400 | $ 37,000 |
Revenue | 922,003 | 855,340 | 799,832 |
Director [Member] | |||
Notes Receivable Related Parties [Line Items] | |||
Lease paid by company | 3,000 | 3,300 | 3,200 |
Akin Gump [Member] | |||
Notes Receivable Related Parties [Line Items] | |||
Legal charges paid | 200 | 200 | 100 |
CPA Firms [Member] | |||
Notes Receivable Related Parties [Line Items] | |||
Revenue | $ 154,000 | $ 156,400 | $ 144,800 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)BusinessClient_Listshares | Dec. 31, 2017USD ($)BusinessClient_Listshares | Dec. 31, 2016USD ($)BusinessClient_Listshares | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of businesses acquired | Business | 3 | 4 | 6 |
Contingent consideration, current | $ 22,538 | $ 15,151 | |
Contingent consideration, non-current | 17,170 | 22,423 | |
Annual revenue | 11,000 | 25,700 | $ 41,200 |
Goodwill | 564,300 | 528,424 | 487,484 |
Consideration paid in cash | $ 11,000 | $ 9,800 | $ 7,100 |
Number of common stock issued | shares | 100,000 | 300,000 | 400,000 |
Changes in fair value of contingent consideration | $ 2,600 | $ (1,500) | $ (1,300) |
Laurus Transaction Advisors, LLC. (“Laurus”), InR Advisory Services, LLC (“InR”) and Sequoia Financial Group, LLC. (“Sequoia”) [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 27,900 | ||
Consideration paid in common stock | 900 | ||
Contingent consideration | 13,400 | ||
Contingent arrangements arising from acquisitions | 15,300 | ||
Fair value of obligation at acquisition date | 13,400 | ||
Contingent consideration, current | 3,900 | ||
Contingent consideration, non-current | 9,500 | ||
Goodwill | 36,054 | ||
Pacific Coastal Pension and Insurance Services, Inc. (“Pacific Coastal”), CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and McKay & Carnahan, Inc. ("McKay") [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 24,200 | ||
Consideration paid in common stock | 2,000 | ||
Contingent consideration | 19,300 | ||
Contingent arrangements arising from acquisitions | 20,300 | ||
Fair value of obligation at acquisition date | 19,300 | ||
Contingent consideration, current | 6,300 | ||
Contingent consideration, non-current | 13,000 | ||
Goodwill | 40,587 | ||
Millimaki Eggert, LLP("Millimaki"), The Savitz organization ("Savitz"), Flex-Pay Business Services, Inc ("Flex-pay"), Ed Jacobs & Associates, Inc ("Ed Jacobs"), Actuarial Consultants, Inc ("ACT"), The Seff Group,P.C ("Seff") [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 40,000 | ||
Consideration paid in common stock | 2,100 | ||
Contingent consideration | 21,100 | ||
Contingent arrangements arising from acquisitions | 23,500 | ||
Fair value of obligation at acquisition date | 21,100 | ||
Contingent consideration, current | 6,600 | ||
Contingent consideration, non-current | 14,500 | ||
Goodwill | 34,803 | ||
Acquisition of Client Lists [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 1,200 | ||
Contingent consideration | $ 200 | $ 1,400 | $ 1,500 |
Number of client list purchased | Client_List | 1 | 2 | 7 |
Guaranteed future consideration | $ 1,200 | ||
Acquisition of Client Lists [Member] | Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 1 | ||
Acquisition of Client Lists [Member] | Maximum [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | $ 300 | $ 100 | |
Acquisition of Client Lists [Member] | Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 1 | 1 | |
Acquisition of Client Lists [Member] | Benefit and Insurance Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 1 | 6 |
Acquisitions (First Quarter 201
Acquisitions (First Quarter 2018) - Additional Information (Detail) - Laurus Transaction Advisors, LLC. [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Feb. 1, 2018 |
Acquired entity, name | Laurus Transaction Advisors, LLC. |
Acquisitions (Second Quarter 20
Acquisitions (Second Quarter 2018) - Additional Information (Detail) - InR Advisory Services, LLC [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Apr. 1, 2018 |
Acquired entity, name | InR Advisory Services, LLC |
Acquisitions (Fourth Quarter 20
Acquisitions (Fourth Quarter 2018) - Additional Information (Detail) - Sequoia Financial Group, LLC. [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Dec. 1, 2018 |
Acquired entity, name | Sequoia Financial Group, LLC. |
Acquisitions (First Quarter 2_2
Acquisitions (First Quarter 2017) - Additional Information (Detail) - Pacific Coastal Pension and Insurance Services, Inc. [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Feb. 1, 2017 |
Acquired entity, name | Pacific Coastal Pension and Insurance Services, Inc. |
Acquisitions (Second Quarter _2
Acquisitions (Second Quarter 2017) - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
CMF Associates, LLC [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2017 |
Acquired entity, name | CMF Associates, LLC |
Slaton Insurance [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2017 |
Acquired entity, name | Slaton Insurance |
Acquisitions (Fourth Quarter _2
Acquisitions (Fourth Quarter 2017) - Additional Information (Detail) - McKay & Carnahan, Inc. [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Dec. 1, 2017 |
Acquired entity, name | McKay & Carnahan, Inc. |
Acquisitions (First Quarter 2_3
Acquisitions (First Quarter 2016) - Additional Information (Detail) - Millimaki Eggert L L P [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jan. 1, 2016 |
Acquired entity, name | Millimaki Eggert, L.L.P |
Acquisitions (Second Quarter _3
Acquisitions (Second Quarter 2016) - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Client | |
Savitz Organization [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Apr. 1, 2016 |
Acquired entity, name | Savitz Organization |
Flex-Pay Business Services Inc [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2016 |
Acquired entity, name | Flex-Pay Business Services, Inc |
Flex-Pay Business Services Inc [Member] | Minimum [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Number of employees covered | 3,600 |
Acquisitions (Third Quarter 201
Acquisitions (Third Quarter 2016) - Additional Information (Detail) - Ed Jacobs & Associates Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Acquired entity, name | Ed Jacobs & Associates, Inc |
Effective date of acquisition | Jul. 1, 2016 |
Acquisitions (Fourth Quarter _3
Acquisitions (Fourth Quarter 2016) - Additional Information (Detail) - Actuarial Consultants Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Nov. 1, 2016 |
Acquired entity, name | Actuarial Consultants, Inc |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Funds held for clients | $ 161,289 | $ 203,112 | |
Goodwill | 564,300 | 528,424 | $ 487,484 |
Laurus Transaction Advisors, LLC. (“Laurus”), InR Advisory Services, LLC (“InR”) and Sequoia Financial Group, LLC. (“Sequoia”) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 306 | ||
Accounts receivable, net | 1,958 | ||
Other assets | 12 | ||
Identifiable intangible assets | 5,539 | ||
Accrued liabilities | (1,753) | ||
Total identifiable net assets | 6,062 | ||
Goodwill | 36,054 | ||
Aggregate purchase price | $ 42,116 | ||
Pacific Coastal Pension and Insurance Services, Inc. ("Pacific Coastal"), CMF Associates, LLC ("CMF"), Slaton Insurance ("Slaton") and McKay & Carnahan, Inc. ("McKay") [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 843 | ||
Accounts receivable, net | 4,338 | ||
Property and equipment | 48 | ||
Other assets | 221 | ||
Identifiable intangible assets | 4,229 | ||
Accounts payable | (1,283) | ||
Accrued liabilities | (3,503) | ||
Total identifiable net assets | 4,893 | ||
Goodwill | 40,587 | ||
Aggregate purchase price | $ 45,480 | ||
Millimaki Eggert, LLP(Millimaki), The Savitz organization (Savitz), Flex-Pay Business Services, Inc (Flex-pay), Ed Jacobs & Associates, Inc (Ed Jacobs), Actuarial Consultants, Inc (ACT), The Seff Group,P.C (Seff) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 10 | ||
Accounts receivable, net | 6,649 | ||
Funds held for clients | 37,230 | ||
Property and equipment | 440 | ||
Other assets | 294 | ||
Identifiable intangible assets | 22,177 | ||
Accrued liabilities | (1,133) | ||
Client fund obligations | (37,230) | ||
Total identifiable net assets | 28,437 | ||
Goodwill | 34,803 | ||
Aggregate purchase price | $ 63,240 |
Discontinued Operations and D_2
Discontinued Operations and Divestitures - Additional Information (Detail) - Business | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial Services [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of businesses sold | 1 | |||
Financial Services Practice Group [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of businesses sold | 1 | 1 | ||
Benefit and Insurance Services Practice Group [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of businesses sold | 2 | 2 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 922,003 | $ 855,340 | $ 799,832 |
Operating expenses | 181,824 | 198,607 | 205,102 | 204,750 | 189,975 | 184,723 | 188,120 | 192,766 | 790,283 | 755,584 | 697,726 |
Gross margin | 17,199 | 25,642 | 27,539 | 61,340 | 5,167 | 23,000 | 22,896 | 48,693 | 131,720 | 99,756 | 102,106 |
Corporate general and administrative expenses | 8,873 | 10,279 | 9,993 | 10,028 | 7,316 | 7,979 | 9,232 | 8,768 | 39,173 | 33,295 | 36,319 |
Operating income (loss) | 8,326 | 15,363 | 17,546 | 51,312 | (2,149) | 15,021 | 13,664 | 39,925 | 92,547 | 66,461 | 65,787 |
Other (expense) income: | |||||||||||
Interest expense | (1,434) | (1,614) | (1,817) | (1,780) | (1,689) | (1,777) | (1,692) | (1,517) | (6,645) | (6,675) | (6,593) |
Gain on sale of operations, net | 362 | 663 | 23 | 22 | 1,025 | 45 | 855 | ||||
Other (expense) income, net | (9,631) | 3,143 | 630 | (1,229) | 5,196 | 2,792 | 3,764 | 2,737 | (7,087) | 14,489 | 6,957 |
Total other (expense) income, net | (10,703) | 1,529 | (1,187) | (2,346) | 3,507 | 1,015 | 2,095 | 1,242 | (12,707) | 7,859 | 1,219 |
Income from continuing operations before income tax expense | (2,377) | 16,892 | 16,359 | 48,966 | 1,358 | 16,036 | 15,759 | 41,167 | 79,840 | 74,320 | 67,006 |
Income tax expense (benefit) | (1,424) | 3,297 | 3,238 | 13,156 | (3,368) | 6,172 | 4,343 | 16,141 | 18,267 | 23,288 | 26,399 |
Income (loss) from continuing operations | (953) | 13,595 | 13,121 | 35,810 | 4,726 | 9,864 | 11,416 | 25,026 | 61,573 | 51,032 | 40,607 |
Gain (loss) from operations of discontinued operations, net of tax | (20) | (9) | (15) | 41 | 121 | (206) | (418) | (152) | (3) | (655) | (542) |
Net income (loss) | $ (973) | $ 13,586 | $ 13,106 | $ 35,851 | $ 4,847 | $ 9,658 | $ 10,998 | $ 24,874 | $ 61,570 | $ 50,377 | $ 40,065 |
Basic: | |||||||||||
Continuing operations | $ (0.02) | $ 0.25 | $ 0.24 | $ 0.66 | $ 0.09 | $ 0.18 | $ 0.21 | $ 0.47 | $ 1.13 | $ 0.95 | $ 0.78 |
Discontinued operations | (0.01) | (0.01) | (0.01) | ||||||||
Net income | (0.02) | 0.25 | 0.24 | 0.66 | 0.09 | 0.18 | 0.20 | 0.47 | 1.13 | 0.94 | 0.77 |
Diluted: | |||||||||||
Continuing operations | (0.02) | 0.24 | 0.23 | 0.64 | 0.08 | 0.18 | 0.20 | 0.45 | 1.09 | 0.92 | 0.76 |
Discontinued operations | (0.01) | (0.01) | (0.01) | ||||||||
Net income | $ (0.02) | $ 0.24 | $ 0.23 | $ 0.64 | $ 0.08 | $ 0.18 | $ 0.19 | $ 0.45 | $ 1.09 | $ 0.91 | $ 0.75 |
Basic weighted average common shares outstanding | 54,775 | 54,794 | 54,594 | 54,071 | 54,034 | 54,142 | 53,968 | 53,293 | 54,561 | 53,862 | 52,321 |
Diluted weighted average common shares outstanding | 56,580 | 56,740 | 56,437 | 55,924 | 55,822 | 55,827 | 55,831 | 55,214 | 56,487 | 55,689 | 53,513 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Schedule
Segment Disclosures - Schedule of Revenue from External Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 922,003 | $ 855,340 | $ 799,832 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 920,481 | 853,802 | 798,420 | ||||||||
Canada [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 1,522 | $ 1,538 | $ 1,412 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 922,003 | $ 855,340 | $ 799,832 |
Operating expenses | 181,824 | 198,607 | 205,102 | 204,750 | 189,975 | 184,723 | 188,120 | 192,766 | 790,283 | 755,584 | 697,726 |
Gross margin | 17,199 | 25,642 | 27,539 | 61,340 | 5,167 | 23,000 | 22,896 | 48,693 | 131,720 | 99,756 | 102,106 |
Corporate general and administrative expenses | 8,873 | 10,279 | 9,993 | 10,028 | 7,316 | 7,979 | 9,232 | 8,768 | 39,173 | 33,295 | 36,319 |
Operating income (loss) | 8,326 | 15,363 | 17,546 | 51,312 | (2,149) | 15,021 | 13,664 | 39,925 | 92,547 | 66,461 | 65,787 |
Other (expense) income: | |||||||||||
Interest expense | (1,434) | (1,614) | (1,817) | (1,780) | (1,689) | (1,777) | (1,692) | (1,517) | (6,645) | (6,675) | (6,593) |
Gain on sale of operations, net | 362 | 663 | 23 | 22 | 1,025 | 45 | 855 | ||||
Other (expense) income, net | (9,631) | 3,143 | 630 | (1,229) | 5,196 | 2,792 | 3,764 | 2,737 | (7,087) | 14,489 | 6,957 |
Total other (expense) income, net | (10,703) | 1,529 | (1,187) | (2,346) | 3,507 | 1,015 | 2,095 | 1,242 | (12,707) | 7,859 | 1,219 |
Income from continuing operations before income tax expense | $ (2,377) | $ 16,892 | $ 16,359 | $ 48,966 | $ 1,358 | $ 16,036 | $ 15,759 | $ 41,167 | 79,840 | 74,320 | 67,006 |
Operating Segments [Member] | Financial Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 600,926 | 540,315 | 501,307 | ||||||||
Operating expenses | 508,653 | 468,089 | 432,254 | ||||||||
Gross margin | 92,273 | 72,226 | 69,053 | ||||||||
Operating income (loss) | 92,273 | 72,226 | 69,053 | ||||||||
Other (expense) income: | |||||||||||
Other (expense) income, net | (263) | 158 | 209 | ||||||||
Total other (expense) income, net | (263) | 158 | 209 | ||||||||
Income from continuing operations before income tax expense | 92,010 | 72,384 | 69,262 | ||||||||
Operating Segments [Member] | Benefits and Insurance Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 288,437 | 283,909 | 267,606 | ||||||||
Operating expenses | 239,646 | 236,317 | 223,487 | ||||||||
Gross margin | 48,791 | 47,592 | 44,119 | ||||||||
Operating income (loss) | 48,791 | 47,592 | 44,119 | ||||||||
Other (expense) income: | |||||||||||
Interest expense | (102) | (36) | (39) | ||||||||
Other (expense) income, net | 493 | 442 | 367 | ||||||||
Total other (expense) income, net | 391 | 406 | 328 | ||||||||
Income from continuing operations before income tax expense | 49,182 | 47,998 | 44,447 | ||||||||
Operating Segments [Member] | National Practices [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 32,640 | 31,116 | 30,919 | ||||||||
Operating expenses | 30,003 | 28,382 | 27,697 | ||||||||
Gross margin | 2,637 | 2,734 | 3,222 | ||||||||
Operating income (loss) | 2,637 | 2,734 | 3,222 | ||||||||
Other (expense) income: | |||||||||||
Other (expense) income, net | 3 | (8) | 3 | ||||||||
Total other (expense) income, net | 3 | (8) | 3 | ||||||||
Income from continuing operations before income tax expense | 2,640 | 2,726 | 3,225 | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating expenses | 11,981 | 22,796 | 14,288 | ||||||||
Gross margin | (11,981) | (22,796) | (14,288) | ||||||||
Corporate general and administrative expenses | 39,173 | 33,295 | 36,319 | ||||||||
Operating income (loss) | (51,154) | (56,091) | (50,607) | ||||||||
Other (expense) income: | |||||||||||
Interest expense | (6,543) | (6,639) | (6,554) | ||||||||
Gain on sale of operations, net | 1,025 | 45 | 855 | ||||||||
Other (expense) income, net | (7,320) | 13,897 | 6,378 | ||||||||
Total other (expense) income, net | (12,838) | 7,303 | 679 | ||||||||
Income from continuing operations before income tax expense | $ (63,992) | $ (48,788) | $ (49,928) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Millions | Apr. 01, 2019 | Feb. 06, 2019 | Jan. 01, 2019 | Feb. 27, 2019 |
Subsequent Event [Line Items] | ||||
Stock repurchased, shares | 400,000 | |||
Stock repurchased, value | $ 7 | |||
Renewal period of share repurchase | 1 year | 15 years | ||
Stock repurchase program authorized to be repurchased | 5,000,000 | |||
Wenner Group [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, annualized revenue | $ 2.4 |