Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBZ | ||
Entity Registrant Name | CBIZ, INC. | ||
Entity Central Index Key | 0000944148 | ||
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 | 55,305,500 | ||
Entity Public Float | $ 1 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Class A Common Stock, $0.01 Par Value | ||
Security Exchange Name | NYSE | ||
Entity File Number | 1-32961 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-2769024 | ||
Entity Address, Address Line One | 6050 Oak Tree Boulevard | ||
Entity Address, Address Line Two | South | ||
Entity Address, Address Line Three | Suite 500 | ||
Entity Address, City or Town | Cleveland | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44131 | ||
City Area Code | 216 | ||
Local Phone Number | 447-9000 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2020 Annual Meeting of Stockholders. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 567 | $ 640 |
Restricted cash | 29,595 | 27,481 |
Accounts receivable, net | 222,031 | 207,287 |
Other current assets | 24,325 | 26,841 |
Current assets before funds held for clients | 276,518 | 262,249 |
Funds held for clients | 179,502 | 161,289 |
Total current assets | 456,020 | 423,538 |
Non-current assets: | ||
Property and equipment, net | 39,412 | 34,205 |
Goodwill and other intangible assets, net | 654,671 | 637,009 |
Assets of deferred compensation plan | 106,851 | 84,435 |
Operating lease right-of-use asset, net | 140,831 | |
Other non-current assets | 2,989 | 3,844 |
Total non-current assets | 944,754 | 759,493 |
Total assets | 1,400,774 | 1,183,031 |
Current liabilities: | ||
Accounts payable | 68,510 | 58,630 |
Income taxes payable | 57 | 464 |
Accrued personnel costs | 59,898 | 63,953 |
Contingent purchase price liability | 16,193 | 22,538 |
Operating lease liability | 29,030 | |
Other current liabilities | 13,218 | 13,656 |
Current liabilities before client fund obligations | 186,906 | 159,241 |
Client fund obligations | 179,020 | 162,073 |
Total current liabilities | 365,926 | 321,314 |
Non-current liabilities: | ||
Bank debt | 105,500 | 135,500 |
Debt issuance costs | (1,167) | (1,526) |
Total long-term debt | 104,333 | 133,974 |
Income taxes payable | 3,053 | 3,402 |
Deferred income taxes, net | 11,720 | 6,764 |
Deferred compensation plan obligations | 106,851 | 84,435 |
Contingent purchase price liability | 15,896 | 17,170 |
Operating lease liability | 132,018 | |
Other non-current liabilities | 1,739 | 22,309 |
Total non-current liabilities | 375,610 | 268,054 |
Total liabilities | 741,536 | 589,368 |
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 133,056 and 131,404; shares outstanding 55,419 and 55,072 | 1,331 | 1,314 |
Additional paid-in capital | 714,704 | 692,398 |
Retained earnings | 479,576 | 408,963 |
Treasury stock, 77,637 and 76,332 shares | (535,693) | (508,530) |
Accumulated other comprehensive loss | (680) | (482) |
Total stockholders’ equity | 659,238 | 593,663 |
Total liabilities and stockholders’ equity | $ 1,400,774 | $ 1,183,031 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 133,056,000 | 131,404,000 |
Common stock, shares outstanding | 55,419,000 | 55,072,000 |
Treasury stock, shares | 77,637,000 | 76,332,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Revenue | $ 948,424 | $ 922,003 | $ 855,340 |
Operating expenses | 823,496 | 790,283 | 755,584 |
Gross margin | 124,928 | 131,720 | 99,756 |
Corporate general and administrative expenses | 44,406 | 39,173 | 33,295 |
Operating income | 80,522 | 92,547 | 66,461 |
Other income (expense): | |||
Interest expense | (5,765) | (6,645) | (6,675) |
Gain on sale of operations, net | 417 | 1,025 | 45 |
Other income (expense), net | 17,715 | (7,087) | 14,489 |
Total other income (expense), net | 12,367 | (12,707) | 7,859 |
Income from continuing operations before income tax expense | 92,889 | 79,840 | 74,320 |
Income tax expense | 21,840 | 18,267 | 23,288 |
Income from continuing operations | 71,049 | 61,573 | 51,032 |
Loss from operations of discontinued operations, net of tax | (335) | (3) | (655) |
Net income | $ 70,714 | $ 61,570 | $ 50,377 |
Basic: | |||
Continuing operations | $ 1.31 | $ 1.13 | $ 0.95 |
Discontinued operations | (0.01) | (0.01) | |
Net income | 1.30 | 1.13 | 0.94 |
Diluted: | |||
Continuing operations | 1.27 | 1.09 | 0.92 |
Discontinued operations | (0.01) | (0.01) | |
Net income | $ 1.26 | $ 1.09 | $ 0.91 |
Basic weighted average common shares outstanding | 54,299 | 54,561 | 53,862 |
Diluted weighted average common shares outstanding | 55,895 | 56,487 | 55,689 |
Comprehensive income: | |||
Net income | $ 70,714 | $ 61,570 | $ 50,377 |
Other comprehensive income: | |||
Net unrealized gain(loss) on available-for-sale securities, net of income tax expense (benefit) of $351, $(96) and $(16) | 940 | (259) | (42) |
Net unrealized gain (loss) on interest rate swaps, net of income tax expense (benefit) of $(380), $(8) and $107 | (1,222) | (17) | 379 |
Foreign currency translation | (17) | (24) | (15) |
Total other comprehensive (loss) income | (299) | (300) | 322 |
Total comprehensive income | $ 70,415 | $ 61,270 | $ 50,699 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Tax effect of adjustment for gains included in income | $ 351 | $ (96) | $ (16) |
Tax effect on Interest rate swap for unrealized gain (loss) | $ (380) | $ (8) | $ 107 |
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, 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 | 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 | |||||
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 | ||||
Cumulative-effect of accounting changes adjustment (Note 1) | (101) | 101 | ||||
Net income | 70,714 | 70,714 | ||||
Other comprehensive income (loss) | (299) | (299) | ||||
Share repurchases | (27,163) | $ (27,163) | ||||
Share repurchases, Shares | 1,305 | |||||
Restricted stock | $ 2 | (2) | ||||
Restricted stock, Shares | 228 | |||||
Stock options exercised | $ 10,608 | $ 12 | 10,596 | |||
Stock options exercised, Shares | 1,210 | 1,210 | ||||
Share-based compensation | $ 7,254 | 7,254 | ||||
Business acquisitions | 4,461 | $ 3 | 4,458 | |||
Business acquisitions, Shares | 214 | |||||
Balance, Amount at Dec. 31, 2019 | $ 659,238 | $ 1,331 | $ (535,693) | $ 714,704 | $ 479,576 | $ (680) |
Balance, Shares at Dec. 31, 2019 | 133,056 | 77,637 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 70,714 | $ 61,570 | $ 50,377 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain on sale of operations, net of tax | (417) | (1,025) | (45) |
Depreciation and amortization expense | 22,345 | 23,675 | 23,061 |
Bad debt expense, net of recoveries | 2,415 | 3,665 | 5,137 |
Adjustment to contingent earnout liability, net | 1,599 | 2,617 | (1,494) |
Deferred income taxes | 9,695 | 5,775 | 3,674 |
Employee stock awards | 7,254 | 6,866 | 5,705 |
Excess tax benefits from share based payment arrangements | (4,773) | (3,260) | (3,837) |
Other, net | 1,077 | 400 | 1,178 |
Changes in assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable, net | (15,529) | (10,668) | (13,849) |
Other assets | 907 | (3,344) | 3,180 |
Accounts payable | 9,829 | 974 | 3,738 |
Income taxes payable | (687) | 426 | (2,071) |
Accrued personnel costs | (4,093) | 17,901 | (599) |
Other liabilities | (1,813) | (140) | 3,508 |
Net cash provided by continuing operations | 98,523 | 105,432 | 77,663 |
Operating cash flows (used in) provided by discontinued operations | (338) | (184) | (627) |
Net cash provided by operating activities | 98,185 | 105,248 | 77,036 |
Cash flows from investing activities: | |||
Business acquisitions and purchases of client lists, net of cash acquired | (11,744) | (29,080) | (28,093) |
Purchases of client fund investments | (27,216) | (18,426) | (15,546) |
Proceeds from the sales and maturities of client fund investments | 23,958 | 12,238 | 8,785 |
Additions to property and equipment | (13,873) | (14,624) | (11,892) |
Other, net | 1,190 | 2,316 | (1,935) |
Net cash used in investing activities | (27,685) | (47,576) | (48,681) |
Cash flows from financing activities: | |||
Proceeds from bank debt | 648,648 | 690,173 | 533,900 |
Payment of bank debt | (678,648) | (733,173) | (546,800) |
Payment for acquisition of treasury stock | (27,163) | (17,484) | (19,735) |
(Decrease) increase in client funds obligations | 10,069 | (41,509) | (10,273) |
Payment of contingent consideration of acquisitions | (17,457) | (11,787) | (10,515) |
Proceeds from exercise of stock options | 10,608 | 6,291 | 8,008 |
Other, net | (606) | (1,891) | (178) |
Net cash used in financing activities | (54,549) | (109,380) | (45,593) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 15,951 | (51,708) | (17,238) |
Cash, cash equivalents and restricted cash at beginning of year | 130,554 | 182,262 | 199,500 |
Cash, cash equivalents and restricted cash at end of year | 146,505 | 130,554 | 182,262 |
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets | |||
Cash and cash equivalents | 567 | 640 | 424 |
Restricted cash | 29,595 | 27,481 | 32,985 |
Cash equivalents included in funds held for clients | 116,343 | 102,433 | 148,853 |
Cash, cash equivalents and restricted cash at end of year | 146,505 | 130,554 | 182,262 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 5,556 | 6,340 | 6,117 |
Cash paid for income taxes, net of income tax refunds | $ 17,497 | $ 15,327 | $ 25,085 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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. Legacy ASC Topic 840 - ASC Topic 840, Leases New Lease Standard - ASC Topic 842, Leases. SEC - United States Securities & Exchange Commission. Tax Act - Tax Cuts and Jobs Act of 2017. Topic 220 - ASU No. 2018-02, Income Statement – Reporting Comprehensive Income. Topic 606 – ASC Topic 606, Revenue from Contracts with Customers. Topic 815 - ASU No. 2017-12, Derivatives and Hedging. Organization - CBIZ, Inc. is a leading provider of financial, insurance and advisory services to businesses throughout the United States and parts of Canada. Acting through its subsidiaries, it has been serving small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises. 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 21, 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 at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $157.6 million, $154.0 million and $156.4 million for the years ended December 31, 2019, 2018 and 2017, 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. Refer to Note 17, Related Parties, for further discussion regarding the ASAs. Significant Accounting Policies - We consider the following policies to be beneficial in understanding the judgments 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 our various streams of revenue, refer to 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 finalized. 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 is based on their respective grant date fair value. The grant date fair value of stock options is based on the Black-Scholes-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 issuance. The grant date fair value of the performance share unit is based on the closing price of the underlying stock on the date of issuance and recorded based on achievement of target performance metrics. The expense related to stock options and restricted stocks is recognized over the requisite service period which is generally three to four years. The expense related to performance share units is recorded over the three-year performance period based on the fair value on the grant date and adjusted each reporting period for the achievement of the performance metrics, based on our best estimate using available information. 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 14, Employee Share Plans, to the accompanying consolidated financial statements. Operating Leases – We have leases for our office space and facilities, automobiles, and certain information technology equipment. Certain of these leases include options to extend the lease and some include options to terminate the lease early. Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. Under the New Lease Standard, all of our existing leases are classified as operating leases. The adoption of the New Lease Standard resulted in recording of the right of use (“ROU”) assets and the corresponding lease liabilities associated with our leases. The ROU assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. The lease term may include the options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Related rent expense under such leases is recognized evenly throughout the term of the lease when the total lease commitment is a known amount, and recorded on an as incurred 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 these leases are recorded as a component of “Operating lease liability” in the Non-current liabilities section of the accompanying Consolidated Balance Sheets. We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a change in lease payments and may require us to remeasure the lease liability to reflect the change in lease payments. For further information on the adoption of New Lease Standard, refer to “Accounting Standards Adopted in 2019” section of this Note. 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 current and projected economic trends and conditions at the balance sheet date. At December 31, 2019 and 2018, the allowance for doubtful accounts was $14.4 million and $13.4 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. These funds, collected before they are due, are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds and U.S. treasury bills, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying Consolidated Balance Sheets. The underlying obligation is recorded as “Client fund obligation” on the Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments and may vary significantly during the year based on the timing of client’s payroll periods. 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. Refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion of investments related to funds held for clients. 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 excess of the purchase price of the acquired businesses and the related fair value of the net assets acquired. At December 31, 2019, the carrying value of goodwill totaled $588.2 million, compared to total assets of $1.4 billion and total shareholders’ equity of $659.2 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 judgments 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 reviewed for impairment annually during the fourth quarter or more frequently in the event of an impairment indicator. We are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of each reporting unit 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 determined by 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, 2019, 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 exceeded 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 all or 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 consisting of cash payments and common stock issuances result from our business acquisitions and are recorded at fair value at the time of acquisition as “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, including the revaluation of common stock, is recorded in the earnings of that period. For the years ended December 31, 2019, 2018 and 2017, we recorded other (expense) income of ($1.6) million, ($2.6) million and $1.5 million, respectively, related to net changes in the fair value of contingent consideration. Refer to Note 7, Fair Value Measurements, and Note 18, 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, 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”). 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 2019 Leases: Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. We elected the package of practical expedients permitted under the transition guidance which allowed us to carry forward historical lease classifications. The adoption of the New Lease Standard had a significant impact on our consolidated balance sheets and resulted in the recording of the operating lease ROU assets and corresponding operating lease liabilities. The consolidated balance sheet prior to January 1, 2019 was not restated and continues to be reported under the Legacy ASC Topic 840, which did not require the recognition of operating lease ROU assets and liabilities. The expense recognition for operating leases and finance leases under the New Lease Standard is consistent with the Legacy ASC Topic 840, therefore, as a result, there is no significant impact on our results of operations, liquidity or debt covenant compliance under our current credit agreements. The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 144,675 $ 144,675 Total assets 1,183,031 144,675 1,327,706 Operating lease liability - current — 28,109 28,109 Total current liabilities 321,314 28,109 349,423 Operating lease liability - non-current — 116,566 116,566 Total non-current liabilities 268,054 116,566 384,620 Total liabilities and stockholders' equity 1,183,031 144,675 1,327,706 Office facility leases generally account for approximately 96% of our total lease liability. The lease liability for our office facilities is based on the present value of the remaining minimum lease payments, discounted utilizing our secured incremental borrowing rate at the effective date of January 1, 2019. We also have other leases that consist primarily of information technology equipment and automobiles. The present value of the lease liability associated with other leases are measured based on the discounted remaining minimum lease payments at the effective date of January 1, 2019. The Company has elected not to separate lease and non-lease components and elected the practical expedient to exclude short-term leases at adoption. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: On January 1, 2019, we adopted Topic 220 which provides the optional election for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The adoption of Topic 220 resulted in a reclassification between accumulated other comprehensive loss and retained earnings of $0.1 million, and had no impact on our consolidated financial position or results of operations. Derivatives and Hedging: On January 1, 2019, we adopted Topic 815 which improved and simplified 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. The adoption of Topic 815 did not have a material impact on our consolidated financial position or results of operations. 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 early adopted this guidance on January 1, 2019 and the impact of adoption on our consolidated financial position and results of operations was not material. Accounting Standards Issued But Not Yet Adopted Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This standard amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. ASU No. 2018-13 will be effective for us as of January 1, 2020, with early adoption permitted. We are currently reviewing the effect of this new standard on our consolidated financial statements. Credit Losses: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. This ASU introduces a “current expected credit loss” (“CECL”) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. The CECL model replaces the existing incurred loss model and is applicable to the measurement of credit losses of financial assets, including trade receivables. ASU No. 2016-13 will be effective for us as of January 1, 2020. We are currently reviewing the effect of this new standard on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue The following tables disaggregate our revenue by source (in thousands): For the Year Ended December 31, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 616,567 $ — $ — $ 616,567 Core Benefits and Insurance Services — 283,783 — 283,783 Non-core Benefits and Insurance Services — 12,445 — 12,445 Managed networking, hardware services — — 25,982 25,982 National Practices consulting — — 9,647 9,647 Total revenue $ 616,567 $ 296,228 $ 35,629 $ 948,424 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 Benefits and Insurance Services provides brokerage and consulting along lines of service which include group health benefits consulting and brokerage, property and casualty brokerage, retirement plan advisory, payroll, human capital management, actuarial, life insurance and other related 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 Topic 606, 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, our 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 from a carrier 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 from a carrier 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, our 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, our 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 benefits agency 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 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, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Note 3. Accounts Receivable, Net Accounts receivable, net balances at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Trade accounts receivable $ 176,375 $ 159,992 Unbilled revenue, at net realizable value 60,035 60,684 Total accounts receivable 236,410 220,676 Allowance for doubtful accounts (14,379 ) (13,389 ) Accounts receivable, net $ 222,031 $ 207,287 Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands): 2019 2018 2017 Balance at beginning of period $ (13,389 ) $ (13,827 ) $ (13,508 ) Provision for losses (2,430 ) (3,776 ) (5,529 ) Charge-offs, net of recoveries 1,440 4,214 5,210 Balance at end of period $ (14,379 ) $ (13,389 ) $ (13,827 ) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net at December 31, 2019 and 2018 consisted of the following (in thousands): 2019 2018 Buildings and leasehold improvements $ 33,284 $ 28,456 Furniture and fixtures 27,560 27,690 Capitalized software 37,203 37,281 Equipment 21,088 17,875 Total property and equipment 119,135 111,302 Accumulated depreciation (79,723 ) (77,097 ) Property and equipment, net $ 39,412 $ 34,205 Depreciation expense for property and equipment was $8.3 million, $6.1 million and $5.3 million in 2019, 2018 and 2017, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill 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 Additions 5,077 19,292 — 24,369 Divestitures (456 ) — — (456 ) December 31, 2019 $ 334,247 $ 252,300 $ 1,666 $ 588,213 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, 2019. No goodwill impairment was recognized as a result of the annual evaluation. The components of goodwill and other intangible assets, net at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Goodwill $ 588,213 $ 564,300 Intangibles : Client lists 188,898 181,564 Other intangibles 9,882 9,447 Total intangibles 198,780 191,011 Total goodwill and other intangibles assets 786,993 755,311 Accumulated amortization: Client lists (125,887 ) (112,905 ) Other intangibles (6,435 ) (5,397 ) Total accumulated amortization (132,322 ) (118,302 ) Goodwill and other intangible assets, net $ 654,671 $ 637,009 Amortization expense for client lists and other intangible assets was $14.1 million, $17.5 million and $17.8 million in 2019, 2018 and 2017, respectively. The weighted-average useful lives of total intangible assets, client lists and other intangible assets were 6.5 years, 6.8 years and 6.7 years, respectively. Other intangible assets are amortized over periods ranging from 2 to 10 years. Based on the amount of intangible assets subject to amortization at December 31, 2019, the estimated amortization expense is $13.1 million for 2020, $11.6 million for 2021, $9.9 million for 2022, $8.7 million for 2023 and $7.6 million for 2024. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
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 and are classified as Level 1 in the fair value hierarchy. 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 classified as Level 2 in the fair value hierarchy. 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 $58.9 million and $55.7 million at December 31, 2019 and 2018, respectively. All bonds are investment grade and are classified as available-for-sale. Our bonds have maturity dates or callable dates ranging from January 2020 through February 2024, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions. The following table summarizes our bond activity for the years ended December 31, 2019 and 2018 (in thousands): 2019 2018 Fair value at January 1 $ 56,556 $ 51,101 Purchases 27,216 18,426 Sales (1,686 ) (1,793 ) Maturities and calls (22,272 ) (10,445 ) Decrease in bond premium (460 ) (377 ) Fair market value adjustment 1,305 (356 ) Fair value at December 31 $ 60,659 $ 56,556 In addition to the available-for-sale securities discussed above, we also hold certified deposits and other depository assets in the amount of $2.5 million and $2.3 million at December 31, 2019 and December 31, 2018, respectively, related to the funds held for clients. 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 2018 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, 2019 or 2018. 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, 2019 and 2018, 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, 2019 and 2018 (in thousands). Refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for additional disclosures regarding fair value measurements. December 31, 2019 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 45,000 $ (591 ) Other non-current liabilities Interest rate swap $ 25,000 $ 66 Other current assets December 31, 2018 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-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, 2019 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 next twelve months, the amount of the December 31, 2019 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, 2019 and 2018 (in thousands): (Loss) recognized in AOCL, net of tax Gain reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2019 2018 2019 2018 Interest rate swaps $ (1,222 ) $ (17 ) $ 399 $ 357 Interest expense |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes our assets and liabilities at December 31, 2019 and 2018 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, 2019 December 31, 2018 Deferred compensation plan assets 1 $ 106,851 $ 84,435 Corporate and municipal bonds 1 60,659 56,556 Deferred compensation plan liabilities 1 (106,851 ) (84,435 ) Interest rate swaps, net 2 (525 ) 1,096 Contingent purchase price liabilities 3 (32,089 ) (39,708 ) Contingent Purchase Price Liabilities - During the years ended December 31, 2019 and December 31, 2018, we recorded expense of $1.6 million and $2.6 million, respectively, due to accretion, adjusting for expected results of acquired businesses and the revaluation of stock related to contingent payments. These increases are included in “Other Income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 18, 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, 2019 and 2018 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2018 $ (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 ) Additions from business acquisitions (10,150 ) Settlement of contingent purchase price payable 19,368 Change in fair value of contingency (865 ) Change in net present value of contingency (734 ) Balance — December 31, 2019 $ (32,089 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
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): 2019 2018 2017 United States $ 92,710 $ 79,669 $ 74,151 Foreign (Canada) 179 171 169 Total $ 92,889 $ 79,840 $ 74,320 Income tax expense (benefit) included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 was as follows (in thousands): 2019 2018 2017 Continuing operations : Current: Federal $ 12,776 $ 12,626 $ 21,086 Foreign 48 45 45 State and local 4,110 2,808 2,475 Total 16,934 15,479 23,606 Deferred: Federal 3,685 2,047 (1,086 ) State and local 1,221 741 768 Total 4,906 2,788 (318 ) Total income tax expense from continuing operations 21,840 18,267 23,288 Discontinued operations : Operations of discontinued operations: Current (107 ) 2 (418 ) Deferred (1 ) (1 ) (19 ) Total income tax expense from discontinued operations (108 ) 1 (437 ) Total income tax expense $ 21,732 $ 18,268 $ 22,851 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): 2019 2018 2017 Tax at U.S. federal statutory rates $ 19,507 $ 16,766 $ 26,012 State taxes (net of federal benefit) 4,774 3,745 2,724 Business meals and entertainment — non-deductible 987 915 820 Change in valuation allowance 932 264 221 Reserves for uncertain tax positions (263 ) (1,124 ) (35 ) Share-based compensation (4,773 ) (3,260 ) (3,837 ) Impact of the Tax Cuts and Jobs Act of 2017 — (2,487 ) Non-deductible expenses 713 785 236 Other, net (37 ) 176 (366 ) Provision for income taxes from continuing operations $ 21,840 $ 18,267 $ 23,288 Effective income tax rate 23.5 % 22.9 % 31.3 % The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018, were as follows (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 1,594 $ 1,091 Allowance for doubtful accounts 3,156 2,902 Employee benefits and compensation 26,442 24,761 Lease costs 4,889 4,099 State tax credit carryforwards 1,322 1,353 Property and equipment — Other deferred tax assets 30 287 Total gross deferred tax assets 37,433 34,493 Less: valuation allowance (2,799 ) (1,840 ) Total deferred tax assets, net 34,634 32,653 Deferred tax liabilities: Client list intangible assets 846 1,184 Goodwill and other intangibles 42,496 35,840 Property and equipment 2,291 1,356 Other deferred tax liabilities 721 1,037 Total gross deferred tax liabilities 46,354 39,417 Net deferred tax liability $ (11,720 ) $ (6,764 ) 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, 2019 and December 31, 2018. The net increase in the valuation allowance of $1.0 million for the year ended December 31, 2019 primarily related to changes in the valuation allowance for NOLs. 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. 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, 2015 and January 1, 2014, 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, 2019, we had state net operating loss carryforwards of $39.4 million and state tax credit carryforwards of $1.3 million. The state net operating loss carryforwards expire on various dates between 2020 and 2039 and the state tax credit carryforwards expire on various dates between 2020 and 2029. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2019 2018 2017 Balance at January 1 $ 2,819 $ 3,882 $ 4,090 Additions for tax positions of the current year 145 119 123 Settlements of prior year positions (282 ) (16 ) — Lapse of statutes of limitation (146 ) (1,166 ) (331 ) Balance at December 31 $ 2,536 $ 2,819 $ 3,882 Included in the balance of unrecognized tax benefits at December 31, 2019 are $1.6 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 $1.5 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 2019, we accrued interest expense of less than $0.1 million and, as of December 31, 2019, had recognized a liability for interest expense and penalties of $0.7 million and $0.2 million, respectively, relating to unrecognized tax benefits. 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. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 9. Debt and Financing Arrangements 2018 credit facility Our primary financing arrangement is the 2018 credit facility, which 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 2018 credit facility matures in 2023. The balance outstanding under the 2018 credit facility was $105.5 million and $135.5 million at December 31, 2019 and 2018, respectively. Effective interest rates, including the impact of interest rate swaps associated with the 2018 credit facility, were as follows: 2019 2018 Weighted average rates 3.09% 3.08% Range of effective rates 2.12% - 5.50% 2.12% - 5.50% We have approximately $287.7 million of available funds under the 2018 credit facility at December 31, 2019, 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 2018 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. The 2018 credit facility contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The 2018 credit facility also 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. In addition, the 2018 credit facility contains financial covenants that require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage ratio which may limit our ability to borrow up to the total commitment amount. As of December 31, 2019, we are in compliance with all covenants. Other line of credit We have an unsecured $20 million line of credit by and among CBIZ Benefits and Insurance, Inc. and the Huntington Bank. We utilize this line of credit 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 was renewed in August 2019, will terminate on August 6, 2020. It did not have a balance outstanding at December 31, 2019 and 2018. Borrowings under the line of credit bear interest at the prime rate. Interest expense Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands): 2019 2018 2017 2018 credit facility $ 5,672 $ 6,509 $ 6,638 Other line of credit 22 1 — Other 71 135 37 $ 5,765 $ 6,645 $ 6,675 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 10. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $220 and $(183), respectively $ 393 $ (495 ) Net unrealized gain (loss) on interest rate swap, net of income tax expense (benefit) of $(320) and $213, respectively (375 ) 694 Foreign currency translation (698 ) (681 ) Accumulated other comprehensive loss $ (680 ) $ (482 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. 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 contingent purchase price consideration 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 18, 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, 2019, 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 certain 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, 2019, 2018 and 2017, 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 $ 1.3 million and $ 1.1 million at December 31, 201 9 and 201 8 , respectively . In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $ 2.3 million and $ 2.9 million at Decembe r 31, 2019 and 201 8 , 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 plaintiff now seeks compensatory damages of between $124.0 million and $266.0 million, plus punitive damages. The Court recently denied CBIZ Benefits’ motion for a summary judgment and trial is set for May 2020. 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 and we believe we have meritorious defenses to these claims. 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, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | Note 12. 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, 2019, 2018 and 2017 were approximately $11.1 million, $10.8 million and $10.4 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 income of $19.2 million for the year ended December 31, 2019 and expense of $4.9 million for the year ended December 31, 2018 and income of $12.1 million for the years ended December 31, 2017, 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, 2019 and 2018 were $106.9 million and $84.4 million, respectively. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | Note 13. Common Stock Share Repurchase Program - Our Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2019, 2018 and 2017. 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 1.2 million and 0.8 million shares on the open market at a cost (including fees and commissions) of $25.3 million and $15.6 million during the years ended December 31, 2019 and 2018, 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 during the year ended December 31, 2019 and 0.1 million shares at a cost of $1.9 million during the year ended December 31, 2018. |
Employee Share Plans
Employee Share Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Share Plans | Note 14. Employee Share Plans Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2022, 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 Stock Awards – Effective May 9, 2019, the CBIZ shareholders approved CBIZ, Inc. 2019 Stock Omnibus Incentive Plan (“2019 Plan”), which amended and restated the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”), of which we have granted various stock-based awards through the year ended December 31,2019. The terms and vesting schedules for the share-based awards vary by type and date of grant. At December 31, 2019, approximately 2.2 million shares were available for future grant under the 2014 Plan. Effective January 1, 2020, the 2019 Plan will replace and, for future grants, supersede the 2014 Plan. The operating terms of the 2019 Plan are substantially similar to those of the 2014 Plan. Under the 2019 Plan, which expires in 2029, a maximum of 3.1 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treas ury shares. During the years ended December 31, 2019, 2018 and 2017, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands): 2019 2018 2017 Stock options $ 1,848 $ 2,609 $ 2,105 Restricted stock awards 4,375 4,257 3,600 Performance share units 1,031 — — Total share-based compensation expense $ 7,254 $ 6,866 $ 5,705 Stock Options - Stock options granted during the years ended December 31, 2018 and 2017 were generally subject to a 25% four-year Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2018 3,622 $ 11.97 Granted — $ — Exercised (1,210 ) $ 8.77 Expired or canceled — $ — Outstanding at December 31, 2019 2,412 $ 13.58 2.75 years $ 32.3 Vested and exercisable at December 31, 2019 1,456 $ 11.54 2.13 years $ 22.4 • The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2018 and 2017 was $3.0 million and $2.3 million, respectively. • The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2019, 2018 and 2017 was $18.8 million, $10.9 million and $9.4 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, 2019, we had unrecognized compensation cost for non-vested stock options of $3.8 million to be recognized over a weighted average period of approximately 1.03 years. 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, and 2017 were $4.73 and $3.49, respectively. We didn’t grant any stock options during the year ended December 31, 2019. The following weighted average assumptions were utilized: 2018 2017 Expected volatility (1) 22.04 % 22.22 % Expected option life (years) (2) 4.62 4.61 Risk-free interest rate (3) 2.80 % 1.85 % Expected dividend yield (4) 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. 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 vest 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, 2019 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2018 632 $ 15.35 Granted 227 $ 19.78 Vested (282 ) $ 13.76 Forfeited — $ — Non-vested at December 31, 2019 577 $ 17.87 (1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. • At December 31, 2019, we had unrecognized compensation cost for restricted stock awards of $10.3 million to be recognized over a weighted average period of approximately 1.02 years. • The total fair value of shares vested during the years ended December 31, 2019, 2018 and 2017 was approximately $3.9 million, $4.1 million and $3.4 million, respectively. • The market value of shares awarded during the years ended December 31, 2019, 2018 and 2017 was $4.5 million, $5.1 million and $4.4 million, respectively. This market value was recorded as unearned compensation and is recognized as expense ratably over the periods which the restrictions lapse. • Awards outstanding at December 31, 2019 will be released from restrictions at dates ranging from February 2020 through May 2022. Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year The following table presents our PSU award activity during the twelve months ended December 31, 2019 (in thousands, except per share data): Number of PSUs (in thousands) Grant-Date Fair Value Per Unit Outstanding at beginning of year — $ — Granted 173 $ 19.82 Vested — $ — Adjustments for performance results 27 $ 19.82 Expired or cancelled — $ — Outstanding at December 31, 2019 200 $ 19.82 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Numerator: Income from continuing operations $ 71,049 $ 61,573 $ 51,032 Denominator: Basic Weighted average common shares outstanding 54,299 54,561 53,862 Diluted Stock options (1) 1,288 1,542 1,499 Restricted stock awards 234 302 328 Contingent shares (2) 74 82 — Diluted weighted average common shares outstanding 55,895 56,487 55,689 Earnings Per Share: Basic earnings per share from continuing operations $ 1.31 $ 1.13 $ 0.95 Diluted earnings per share from continuing operations $ 1.27 $ 1.09 $ 0.92 (1) For the years ended December 31, 2019, 2018 and 2017, a total of 0.5 million, 0.4 million and 0.5 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 18, Acquisitions |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 16. LEASES We determine if a contract is a lease at inception. We have leases for office space and facilities, automobiles and certain information technology equipment. All of our leases are classified as operating leases and the majority of which are for office space and facilities. Balance sheet information related to the Company’s leases as of December 31, 2019 was as follows (in thousands): December 31, 2019 Operating lease ROU assets $ 140,831 Current portion of operating lease liabilities 29,030 Noncurrent portion of operating lease liabilities 132,018 Total operating lease liabilities $ 161,048 December 31, 2019 Weighted-average remaining lease term 6.9 years Weighted-average discount rate 3.6% The components of lease cost and other lease information as of and during the year ended December 31, 2019 are as follows (in thousands): December 31, 2019 Operating lease cost $ 37,275 Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 37,667 Our leases have remaining lease terms ranging from 1 to 11 years. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments. Lease expense, as accounted for under Legacy ASC Topic 840, was $38.0 million and $38.4 million for the years ended December 31, 2018 and 2017, respectively. Maturities of operating lease liabilities at December 31, 2019 and minimum cash commitments under operating leases at December 31, 2018 were as follows (in thousands): December 31, 2019 2020 $ 34,775 2021 32,371 2022 26,112 2023 24,273 2024 21,578 Thereafter 67,025 Total undiscounted lease payments 206,134 Less: imputed interest (45,086 ) Total lease liabilities $ 161,048 December 31, 2018 2019 $ 34,256 2020 30,419 2021 26,172 2022 20,358 2023 18,981 Thereafter 65,854 Total future minimum rental commitments $ 196,040 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 17. 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 $2.4 million, $3.0 million and $3.3 million during the years ended December 31, 2019, 2018 and 2017, respectively, under such leases. Rick L. Burdick, a Lead Director of CBIZ, is a Partner Emeritus of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) and was a Partner in the firm from 1988 until 2019. Akin Gump performed legal work for us during the years ended December 31, 2019, 2018 and 2017 for which we paid approximately $0.2 million, $0.2 million and $0.2 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 $157.6 million in 2019, 154.0 million in 2018 and $156.4 million in 2017. 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, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 18. Acquisitions Our acquisition strategy focuses on businesses with a leadership team that is committed to best in class culture, extraordinary client service and cross-serving potential. CBIZ has a long history of acquiring businesses that share common cultural values with us and provide value-added services to the small and midsize business market. The valuation of any business is a subjective process and includes industry, geography, profit margins, expected cash flows, client retention, nature of recurring or non-recurring project-based work, growth rate assumptions and competitive market conditions. Business Acquisitions in 2019 During the year ended December 31, 2019, we completed the following acquisitions: • Effective January 1, 2019, we acquired substantially all of the assets of Wenner Group, LLC (“Wenner”), located in Denver, Colorado. Wenner is a full service accounting, tax, compliance and financial consulting firm. Wenner is included as a component of our Financial Services practice group. • Effective July 1, 2019, we acquired substantially all of the assets of Paydayta, Inc. (d.b.a. Paytime) (“Paytime”), an Ohio-based payroll service provider. Paytime is included as a component of our Benefit and Insurance Services practice group. • Effective July 1, 2019, we acquired substantially all of the assets of Gavion, LLC (“Gavion”), a registered investment advisor based in Memphis, Tennessee. Gavion provides investment consulting services to a diverse base of institutional clients. Gavion is included as a component of our Benefit and Insurance Services practice group. • Effective August 1, 2019 , we acquired substantially all of the assets of QBA Benefits, LLC. (“QBA”), an employee benefits agency based in Cleveland, Ohio. QBA provides employee benefits related services to small and mid-sized clients across multiple industries such as services, technology, energy, and manufacturing. QBA is included as a component of our Benefit and Insurance Services practice group. • Effective August 1, 2019, we acquired substantially all of the assets of Ericson CPAs (“Ericson”), an accounting firm based in San Luis Obispo, California. Ericson provides tax compliance, consulting, and planning services to a diverse base of clients. Ericson is included as a component of our Financial Services practice group. • Effective September 1, 2019, we acquired substantially all of the assets of Brinig Taylor Zimmer, Inc. (“BTZ”), a specialized financial consulting firm based in San Diego, California. BTZ provides forensic accounting, litigation consulting and business valuation services to a wide range of clients from individual to small business and large public traded entities. BTZ is included as a component of our Financial Services practice group. Aggregated consideration for these six acquisitions consisted of approximately $19.4 million in cash (including $6.9 million acquired client funds and $0.8 million cash acquired), $2.0 million in our common stock, and $11.2 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangement is $11.5 million. As of December 31, 2019, the aggregated fair value of the contingent consideration related to these acquisitions was $10.3 million, of which $2.8 million was recorded in “Contingent purchase price liability – current” and $ 7.5 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets. Refer to Note 7. Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized aggregated revenue for these acquisitions is estimated to be approximately $ 17.4 million. Pro forma results of operations for these acquisitions are not presented because the effects of these acquisitions were not significant either individually or in aggregate to our consolidated “Income from continuing operations before income taxes.” Business Acquisitions in 2018 During the year ended December 31, 2018, we acquired substantially all of the assets of the following businesses. • 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. • 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. • 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. Aggregate consideration for the acquisitions consisted of approximately $27.9 million in cash (including $0.3 million cash acquired), $0.9 million in our common stock, and $13.4 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 $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, 2018. Refer to Note 7, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. 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.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2019 and 2018 (in thousands): 2019 2018 Cash $ 826 $ 306 Accounts receivable, net 1,843 1,958 Funds held for clients 6,878 — Operating lease right-of-use asset, net 2,789 — Other assets 99 12 Identifiable intangible assets 7,725 5,539 Operating lease liability - current (1,013 ) — Other current liability (2,245 ) (1,753 ) Operating lease liability - noncurrent (1,776 ) — Client fund obligations (6,878 ) — Total identifiable net assets 8,248 6,062 Goodwill 24,369 36,054 Aggregate purchase price $ 32,617 $ 42,116 The goodwill of $24.4 million and $36.1 million arising from the acquisitions in 2019 and 2018, respectively, primarily resulted from expected future cash flows 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. Acquisitions of client lists In 2019, we purchased one client list, which was recorded in the Benefits and Insurance Services practice group. Total consideration for this client list was $0.3 million, of which $0.2 million was contingent. 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 in contingent consideration. 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 2019 and 2018 by $1.6 million and $2.6 million, respectively, due to expected results of acquired businesses and the revaluation of stock related to contingent payments. The increases are included as expense 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. Contingent Payments for Previous Business Acquisitions and Client Lists 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 the years ended December 31, 2019 and 2018, we paid cash of $16.9 million and $11.0 million respectively, and issued shares of our common stock of approximately 0.1 million shares in each year. In the years ended December 31, 2019 and 2018, we paid $0.9 million and $0.8 million, respectively, in cash for previous client list purchases. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Note 19. 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. Discontinued Operations Divestitures are classified as discontinued operations provided they meet the criteria and treatment as discontinued operations. Divestitures 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 2019, we sold a small office in the Financial Services practice group and recorded a gain of $0.4 million from the sale. In 2018, we sold a in the Financial Services practice group, along with two small books of business, both in the Benefits and Insurance practice group in 2018 and recorded a gain of $1.0 million from the sale. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 (in thousands, except per share amounts). 2019 March 31, June 30, September 30, December 31, Revenue $ 269,998 $ 235,498 $ 239,790 $ 203,138 Operating expenses 215,496 198,148 209,146 200,706 Gross margin 54,502 37,350 30,644 2,432 Corporate general and administrative expenses 11,680 10,566 11,670 10,490 Operating income 42,822 26,784 18,974 (8,058 ) Other (expense) income: Interest expense (1,401 ) (1,587 ) (1,521 ) (1,256 ) Gain on sale of operations, net 497 50 (145 ) 15 Other (expense) income, net 9,260 (3,311 ) 6,767 4,999 Total other (expense) income, net 8,356 (4,848 ) 5,101 3,758 Income (loss) from continuing operations before income tax expense 51,178 21,936 24,075 (4,300 ) Income tax expense (benefit) 13,613 5,322 6,069 (3,164 ) Income (loss) from continuing operations 37,565 16,614 18,006 (1,136 ) Gain (loss) from operations of discontinued operations, net of tax (96 ) (22 ) (200 ) (17 ) Net income (loss) $ 37,469 $ 16,592 $ 17,806 $ (1,153 ) Earnings (loss) per share: Basic: Continuing operations $ 0.69 $ 0.31 $ 0.33 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.69 $ 0.31 $ 0.33 $ (0.02 ) Diluted: Continuing operations $ 0.67 $ 0.30 $ 0.32 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.67 $ 0.30 $ 0.32 $ (0.02 ) Basic weighted average common shares 54,287 54,090 54,268 54,547 Diluted weighted average common shares 55,915 55,495 55,816 54,547 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 (loss) 51,312 17,546 15,363 8,326 Other income: Interest expense (1,780 ) (1,817 ) (1,614 ) (1,434 ) Gain on sale of operations, net 663 — — 362 Other income, net (1,229 ) 630 3,143 (9,631 ) Total other income, net (2,346 ) (1,187 ) 1,529 (10,703 ) Income 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 from continuing operations 35,810 13,121 13,595 (953 ) (Loss) gain from operations of discontinued operations, net of tax 41 (15 ) (9 ) (20 ) Net income $ 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 $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Diluted: Continuing operations $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Discontinued operations — — — — Net income $ 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 54,775 Quarterly earnings per share amounts do not always add to the full-year amounts due to the averaging of common shares outstanding. |
Segment Disclosures
Segment Disclosures | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 21. 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, 2019, 2018 and 2017 was as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 946,801 $ 920,481 $ 853,802 Canada 1,623 1,522 1,538 Total revenue $ 948,424 $ 922,003 $ 855,340 There is no one customer that represents a significant portion of our revenue. Segment information for the years ended December 31, 2019, 2018 and 2017 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, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 616,567 $ 296,228 $ 35,629 $ — $ 948,424 Operating expenses 515,240 246,245 32,474 29,537 823,496 Gross margin 101,327 49,983 3,155 (29,537 ) 124,928 Corporate general and administrative expenses — — — 44,406 44,406 Operating income (loss) 101,327 49,983 3,155 (73,943 ) 80,522 Other (expense) income: Interest expense — (57 ) — (5,708 ) (5,765 ) Gain on sale of operations, net 578 — — (161 ) 417 Other (expense) income, net (121 ) 238 1 17,597 17,715 Total other (expense) income 457 181 1 11,728 12,367 Income (loss) from continuing operations before income tax expense $ 101,784 $ 50,164 $ 3,156 $ (62,215 ) $ 92,889 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 income (expense): Interest expense — (102 ) — (6,543 ) (6,645 ) Gain on sale of operations, net — — — 1,025 1,025 Other income (expense), net (263 ) 493 3 (7,320 ) (7,087 ) Total other income (expense) (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, net 158 442 (8 ) 13,897 14,489 Total other income 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events Subsequent to December 31, 2019 up to February 21, 2020, we repurchased approximately 0.2 million shares of our common stock in the open market at a total cost of approximately $5.2 million. On February 6, 2020, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past sixteen years. It is effective beginning April 1, 2020, 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. We acquired substantially all of the assets of following business subsequent to December 31, 2019: • Effective February 1, 2020, we acquired substantially all the assets of Alliance Insurance Services, Inc. (“Alliance”), a provider of insurance and advisory services based in Washington, DC. Operating results will be reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Pension Dynamics Company, LLC (“PD”), a full-service retirement and benefits plan advisor based in Pleasant Hill, California. Operating results will be reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Sunshine Systems, (“Sunshine”), a payroll solutions provider based in Massachusetts. Operating results will be reported in the Benefits and Insurance Services practice group. Annualized revenue from the acquired businesses is estimated to be more than $6.0 million. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization - CBIZ, Inc. is a leading provider of financial, insurance and advisory services to businesses throughout the United States and parts of Canada. Acting through its subsidiaries, it has been serving small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises. 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 21, 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 at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $157.6 million, $154.0 million and $156.4 million for the years ended December 31, 2019, 2018 and 2017, 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. Refer to Note 17, Related Parties, for further discussion regarding the ASAs. |
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 our various streams of revenue, refer to 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 finalized. 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 is based on their respective grant date fair value. The grant date fair value of stock options is based on the Black-Scholes-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 issuance. The grant date fair value of the performance share unit is based on the closing price of the underlying stock on the date of issuance and recorded based on achievement of target performance metrics. The expense related to stock options and restricted stocks is recognized over the requisite service period which is generally three to four years. The expense related to performance share units is recorded over the three-year performance period based on the fair value on the grant date and adjusted each reporting period for the achievement of the performance metrics, based on our best estimate using available information. 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 14, Employee Share Plans, to the accompanying consolidated financial statements. |
Operating Leases | Operating Leases – We have leases for our office space and facilities, automobiles, and certain information technology equipment. Certain of these leases include options to extend the lease and some include options to terminate the lease early. Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. Under the New Lease Standard, all of our existing leases are classified as operating leases. The adoption of the New Lease Standard resulted in recording of the right of use (“ROU”) assets and the corresponding lease liabilities associated with our leases. The ROU assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. The lease term may include the options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Related rent expense under such leases is recognized evenly throughout the term of the lease when the total lease commitment is a known amount, and recorded on an as incurred 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 these leases are recorded as a component of “Operating lease liability” in the Non-current liabilities section of the accompanying Consolidated Balance Sheets. We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a change in lease payments and may require us to remeasure the lease liability to reflect the change in lease payments. For further information on the adoption of New Lease Standard, refer to “Accounting Standards Adopted in 2019” section of this Note. |
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 current and projected economic trends and conditions at the balance sheet date. At December 31, 2019 and 2018, the allowance for doubtful accounts was $14.4 million and $13.4 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. These funds, collected before they are due, are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds and U.S. treasury bills, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying Consolidated Balance Sheets. The underlying obligation is recorded as “Client fund obligation” on the Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments and may vary significantly during the year based on the timing of client’s payroll periods. 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. Refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion of investments related to funds held for clients. |
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 excess of the purchase price of the acquired businesses and the related fair value of the net assets acquired. At December 31, 2019, the carrying value of goodwill totaled $588.2 million, compared to total assets of $1.4 billion and total shareholders’ equity of $659.2 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 judgments 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 reviewed for impairment annually during the fourth quarter or more frequently in the event of an impairment indicator. We are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of each reporting unit 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 determined by 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, 2019, 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 exceeded 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 all or 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 consisting of cash payments and common stock issuances result from our business acquisitions and are recorded at fair value at the time of acquisition as “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, including the revaluation of common stock, is recorded in the earnings of that period. For the years ended December 31, 2019, 2018 and 2017, we recorded other (expense) income of ($1.6) million, ($2.6) million and $1.5 million, respectively, related to net changes in the fair value of contingent consideration. Refer to Note 7, Fair Value Measurements, and Note 18, 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, 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”). 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 2019 Leases: Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. We elected the package of practical expedients permitted under the transition guidance which allowed us to carry forward historical lease classifications. The adoption of the New Lease Standard had a significant impact on our consolidated balance sheets and resulted in the recording of the operating lease ROU assets and corresponding operating lease liabilities. The consolidated balance sheet prior to January 1, 2019 was not restated and continues to be reported under the Legacy ASC Topic 840, which did not require the recognition of operating lease ROU assets and liabilities. The expense recognition for operating leases and finance leases under the New Lease Standard is consistent with the Legacy ASC Topic 840, therefore, as a result, there is no significant impact on our results of operations, liquidity or debt covenant compliance under our current credit agreements. The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 144,675 $ 144,675 Total assets 1,183,031 144,675 1,327,706 Operating lease liability - current — 28,109 28,109 Total current liabilities 321,314 28,109 349,423 Operating lease liability - non-current — 116,566 116,566 Total non-current liabilities 268,054 116,566 384,620 Total liabilities and stockholders' equity 1,183,031 144,675 1,327,706 Office facility leases generally account for approximately 96% of our total lease liability. The lease liability for our office facilities is based on the present value of the remaining minimum lease payments, discounted utilizing our secured incremental borrowing rate at the effective date of January 1, 2019. We also have other leases that consist primarily of information technology equipment and automobiles. The present value of the lease liability associated with other leases are measured based on the discounted remaining minimum lease payments at the effective date of January 1, 2019. The Company has elected not to separate lease and non-lease components and elected the practical expedient to exclude short-term leases at adoption. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: On January 1, 2019, we adopted Topic 220 which provides the optional election for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The adoption of Topic 220 resulted in a reclassification between accumulated other comprehensive loss and retained earnings of $0.1 million, and had no impact on our consolidated financial position or results of operations. Derivatives and Hedging: On January 1, 2019, we adopted Topic 815 which improved and simplified 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. The adoption of Topic 815 did not have a material impact on our consolidated financial position or results of operations. 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 early adopted this guidance on January 1, 2019 and the impact of adoption on our consolidated financial position and results of operations was not material. Accounting Standards Issued But Not Yet Adopted Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This standard amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. ASU No. 2018-13 will be effective for us as of January 1, 2020, with early adoption permitted. We are currently reviewing the effect of this new standard on our consolidated financial statements. Credit Losses: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. This ASU introduces a “current expected credit loss” (“CECL”) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. The CECL model replaces the existing incurred loss model and is applicable to the measurement of credit losses of financial assets, including trade receivables. ASU No. 2016-13 will be effective for us as of January 1, 2020. We are currently reviewing the effect of this new standard on our consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 Lease Standards on Consolidated Balance Sheet | The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 144,675 $ 144,675 Total assets 1,183,031 144,675 1,327,706 Operating lease liability - current — 28,109 28,109 Total current liabilities 321,314 28,109 349,423 Operating lease liability - non-current — 116,566 116,566 Total non-current liabilities 268,054 116,566 384,620 Total liabilities and stockholders' equity 1,183,031 144,675 1,327,706 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Summary of Disaggregation of Revenue by Source | The following tables disaggregate our revenue by source (in thousands): For the Year Ended December 31, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 616,567 $ — $ — $ 616,567 Core Benefits and Insurance Services — 283,783 — 283,783 Non-core Benefits and Insurance Services — 12,445 — 12,445 Managed networking, hardware services — — 25,982 25,982 National Practices consulting — — 9,647 9,647 Total revenue $ 616,567 $ 296,228 $ 35,629 $ 948,424 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, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net balances at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Trade accounts receivable $ 176,375 $ 159,992 Unbilled revenue, at net realizable value 60,035 60,684 Total accounts receivable 236,410 220,676 Allowance for doubtful accounts (14,379 ) (13,389 ) Accounts receivable, net $ 222,031 $ 207,287 |
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): 2019 2018 2017 Balance at beginning of period $ (13,389 ) $ (13,827 ) $ (13,508 ) Provision for losses (2,430 ) (3,776 ) (5,529 ) Charge-offs, net of recoveries 1,440 4,214 5,210 Balance at end of period $ (14,379 ) $ (13,389 ) $ (13,827 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net at December 31, 2019 and 2018 consisted of the following (in thousands): 2019 2018 Buildings and leasehold improvements $ 33,284 $ 28,456 Furniture and fixtures 27,560 27,690 Capitalized software 37,203 37,281 Equipment 21,088 17,875 Total property and equipment 119,135 111,302 Accumulated depreciation (79,723 ) (77,097 ) Property and equipment, net $ 39,412 $ 34,205 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill 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 Additions 5,077 19,292 — 24,369 Divestitures (456 ) — — (456 ) December 31, 2019 $ 334,247 $ 252,300 $ 1,666 $ 588,213 |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Goodwill $ 588,213 $ 564,300 Intangibles : Client lists 188,898 181,564 Other intangibles 9,882 9,447 Total intangibles 198,780 191,011 Total goodwill and other intangibles assets 786,993 755,311 Accumulated amortization: Client lists (125,887 ) (112,905 ) Other intangibles (6,435 ) (5,397 ) Total accumulated amortization (132,322 ) (118,302 ) Goodwill and other intangible assets, net $ 654,671 $ 637,009 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes our bond activity for the years ended December 31, 2019 and 2018 (in thousands): 2019 2018 Fair value at January 1 $ 56,556 $ 51,101 Purchases 27,216 18,426 Sales (1,686 ) (1,793 ) Maturities and calls (22,272 ) (10,445 ) Decrease in bond premium (460 ) (377 ) Fair market value adjustment 1,305 (356 ) Fair value at December 31 $ 60,659 $ 56,556 |
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, 2019 and 2018 (in thousands). Refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for additional disclosures regarding fair value measurements. December 31, 2019 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 45,000 $ (591 ) Other non-current liabilities Interest rate swap $ 25,000 $ 66 Other current assets December 31, 2018 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-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, 2019 and 2018 (in thousands): (Loss) recognized in AOCL, net of tax Gain reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2019 2018 2019 2018 Interest rate swaps $ (1,222 ) $ (17 ) $ 399 $ 357 Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 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, 2019 December 31, 2018 Deferred compensation plan assets 1 $ 106,851 $ 84,435 Corporate and municipal bonds 1 60,659 56,556 Deferred compensation plan liabilities 1 (106,851 ) (84,435 ) Interest rate swaps, net 2 (525 ) 1,096 Contingent purchase price liabilities 3 (32,089 ) (39,708 ) |
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, 2019 and 2018 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2018 $ (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 ) Additions from business acquisitions (10,150 ) Settlement of contingent purchase price payable 19,368 Change in fair value of contingency (865 ) Change in net present value of contingency (734 ) Balance — December 31, 2019 $ (32,089 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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): 2019 2018 2017 United States $ 92,710 $ 79,669 $ 74,151 Foreign (Canada) 179 171 169 Total $ 92,889 $ 79,840 $ 74,320 |
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, 2019, 2018 and 2017 was as follows (in thousands): 2019 2018 2017 Continuing operations : Current: Federal $ 12,776 $ 12,626 $ 21,086 Foreign 48 45 45 State and local 4,110 2,808 2,475 Total 16,934 15,479 23,606 Deferred: Federal 3,685 2,047 (1,086 ) State and local 1,221 741 768 Total 4,906 2,788 (318 ) Total income tax expense from continuing operations 21,840 18,267 23,288 Discontinued operations : Operations of discontinued operations: Current (107 ) 2 (418 ) Deferred (1 ) (1 ) (19 ) Total income tax expense from discontinued operations (108 ) 1 (437 ) Total income tax expense $ 21,732 $ 18,268 $ 22,851 |
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): 2019 2018 2017 Tax at U.S. federal statutory rates $ 19,507 $ 16,766 $ 26,012 State taxes (net of federal benefit) 4,774 3,745 2,724 Business meals and entertainment — non-deductible 987 915 820 Change in valuation allowance 932 264 221 Reserves for uncertain tax positions (263 ) (1,124 ) (35 ) Share-based compensation (4,773 ) (3,260 ) (3,837 ) Impact of the Tax Cuts and Jobs Act of 2017 — (2,487 ) Non-deductible expenses 713 785 236 Other, net (37 ) 176 (366 ) Provision for income taxes from continuing operations $ 21,840 $ 18,267 $ 23,288 Effective income tax rate 23.5 % 22.9 % 31.3 % |
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, 2019 and 2018, were as follows (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 1,594 $ 1,091 Allowance for doubtful accounts 3,156 2,902 Employee benefits and compensation 26,442 24,761 Lease costs 4,889 4,099 State tax credit carryforwards 1,322 1,353 Property and equipment — Other deferred tax assets 30 287 Total gross deferred tax assets 37,433 34,493 Less: valuation allowance (2,799 ) (1,840 ) Total deferred tax assets, net 34,634 32,653 Deferred tax liabilities: Client list intangible assets 846 1,184 Goodwill and other intangibles 42,496 35,840 Property and equipment 2,291 1,356 Other deferred tax liabilities 721 1,037 Total gross deferred tax liabilities 46,354 39,417 Net deferred tax liability $ (11,720 ) $ (6,764 ) |
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): 2019 2018 2017 Balance at January 1 $ 2,819 $ 3,882 $ 4,090 Additions for tax positions of the current year 145 119 123 Settlements of prior year positions (282 ) (16 ) — Lapse of statutes of limitation (146 ) (1,166 ) (331 ) Balance at December 31 $ 2,536 $ 2,819 $ 3,882 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | . Effective interest rates, including the impact of interest rate swaps associated with the 2018 credit facility, were as follows: 2019 2018 Weighted average rates 3.09% 3.08% Range of effective rates 2.12% - 5.50% 2.12% - 5.50% |
Summary of Recognized Interest Expense | Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands): 2019 2018 2017 2018 credit facility $ 5,672 $ 6,509 $ 6,638 Other line of credit 22 1 — Other 71 135 37 $ 5,765 $ 6,645 $ 6,675 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss at December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $220 and $(183), respectively $ 393 $ (495 ) Net unrealized gain (loss) on interest rate swap, net of income tax expense (benefit) of $(320) and $213, respectively (375 ) 694 Foreign currency translation (698 ) (681 ) Accumulated other comprehensive loss $ (680 ) $ (482 ) |
Employee Share Plans (Tables)
Employee Share Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Share-Based Compensation Awards (Before Income Tax Expense) | During the years ended December 31, 2019, 2018 and 2017, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands): 2019 2018 2017 Stock options $ 1,848 $ 2,609 $ 2,105 Restricted stock awards 4,375 4,257 3,600 Performance share units 1,031 — — Total share-based compensation expense $ 7,254 $ 6,866 $ 5,705 |
Stock Award Activity | Stock option activity during the year ended December 31, 2019 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, 2018 3,622 $ 11.97 Granted — $ — Exercised (1,210 ) $ 8.77 Expired or canceled — $ — Outstanding at December 31, 2019 2,412 $ 13.58 2.75 years $ 32.3 Vested and exercisable at December 31, 2019 1,456 $ 11.54 2.13 years $ 22.4 |
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, and 2017 were $4.73 and $3.49, respectively. We didn’t grant any stock options during the year ended December 31, 2019. The following weighted average assumptions were utilized: 2018 2017 Expected volatility (1) 22.04 % 22.22 % Expected option life (years) (2) 4.62 4.61 Risk-free interest rate (3) 2.80 % 1.85 % Expected dividend yield (4) 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 Restricted Stock Award Activity | Restricted stock award activity during the year ended December 31, 2019 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2018 632 $ 15.35 Granted 227 $ 19.78 Vested (282 ) $ 13.76 Forfeited — $ — Non-vested at December 31, 2019 577 $ 17.87 (1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. |
Performance Shares [Member] | |
Stock Award Activity | The following table presents our PSU award activity during the twelve months ended December 31, 2019 (in thousands, except per share data): Number of PSUs (in thousands) Grant-Date Fair Value Per Unit Outstanding at beginning of year — $ — Granted 173 $ 19.82 Vested — $ — Adjustments for performance results 27 $ 19.82 Expired or cancelled — $ — Outstanding at December 31, 2019 200 $ 19.82 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Numerator: Income from continuing operations $ 71,049 $ 61,573 $ 51,032 Denominator: Basic Weighted average common shares outstanding 54,299 54,561 53,862 Diluted Stock options (1) 1,288 1,542 1,499 Restricted stock awards 234 302 328 Contingent shares (2) 74 82 — Diluted weighted average common shares outstanding 55,895 56,487 55,689 Earnings Per Share: Basic earnings per share from continuing operations $ 1.31 $ 1.13 $ 0.95 Diluted earnings per share from continuing operations $ 1.27 $ 1.09 $ 0.92 (1) For the years ended December 31, 2019, 2018 and 2017, a total of 0.5 million, 0.4 million and 0.5 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 18, Acquisitions |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Leases | Balance sheet information related to the Company’s leases as of December 31, 2019 was as follows (in thousands): December 31, 2019 Operating lease ROU assets $ 140,831 Current portion of operating lease liabilities 29,030 Noncurrent portion of operating lease liabilities 132,018 Total operating lease liabilities $ 161,048 December 31, 2019 Weighted-average remaining lease term 6.9 years Weighted-average discount rate 3.6% |
Schedule of Lease Cost and Other Lease Information | The components of lease cost and other lease information as of and during the year ended December 31, 2019 are as follows (in thousands): December 31, 2019 Operating lease cost $ 37,275 Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 37,667 |
Schedule of Maturity of Operating Lease Liabilities | Maturities of operating lease liabilities at December 31, 2019 and minimum cash commitments under operating leases at December 31, 2018 were as follows (in thousands): December 31, 2019 2020 $ 34,775 2021 32,371 2022 26,112 2023 24,273 2024 21,578 Thereafter 67,025 Total undiscounted lease payments 206,134 Less: imputed interest (45,086 ) Total lease liabilities $ 161,048 |
Schedule of Maturity of Operating Lease Commitments | Maturities of operating lease liabilities at December 31, 2019 and minimum cash commitments under operating leases at December 31, 2018 were as follows (in thousands): December 31, 2018 2019 $ 34,256 2020 30,419 2021 26,172 2022 20,358 2023 18,981 Thereafter 65,854 Total future minimum rental commitments $ 196,040 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisitions in 2019 and 2018 [Member] | |
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 2019 and 2018 (in thousands): 2019 2018 Cash $ 826 $ 306 Accounts receivable, net 1,843 1,958 Funds held for clients 6,878 — Operating lease right-of-use asset, net 2,789 — Other assets 99 12 Identifiable intangible assets 7,725 5,539 Operating lease liability - current (1,013 ) — Other current liability (2,245 ) (1,753 ) Operating lease liability - noncurrent (1,776 ) — Client fund obligations (6,878 ) — Total identifiable net assets 8,248 6,062 Goodwill 24,369 36,054 Aggregate purchase price $ 32,617 $ 42,116 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 (in thousands, except per share amounts). 2019 March 31, June 30, September 30, December 31, Revenue $ 269,998 $ 235,498 $ 239,790 $ 203,138 Operating expenses 215,496 198,148 209,146 200,706 Gross margin 54,502 37,350 30,644 2,432 Corporate general and administrative expenses 11,680 10,566 11,670 10,490 Operating income 42,822 26,784 18,974 (8,058 ) Other (expense) income: Interest expense (1,401 ) (1,587 ) (1,521 ) (1,256 ) Gain on sale of operations, net 497 50 (145 ) 15 Other (expense) income, net 9,260 (3,311 ) 6,767 4,999 Total other (expense) income, net 8,356 (4,848 ) 5,101 3,758 Income (loss) from continuing operations before income tax expense 51,178 21,936 24,075 (4,300 ) Income tax expense (benefit) 13,613 5,322 6,069 (3,164 ) Income (loss) from continuing operations 37,565 16,614 18,006 (1,136 ) Gain (loss) from operations of discontinued operations, net of tax (96 ) (22 ) (200 ) (17 ) Net income (loss) $ 37,469 $ 16,592 $ 17,806 $ (1,153 ) Earnings (loss) per share: Basic: Continuing operations $ 0.69 $ 0.31 $ 0.33 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.69 $ 0.31 $ 0.33 $ (0.02 ) Diluted: Continuing operations $ 0.67 $ 0.30 $ 0.32 $ (0.02 ) Discontinued operations — — — — Net income (loss) $ 0.67 $ 0.30 $ 0.32 $ (0.02 ) Basic weighted average common shares 54,287 54,090 54,268 54,547 Diluted weighted average common shares 55,915 55,495 55,816 54,547 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 (loss) 51,312 17,546 15,363 8,326 Other income: Interest expense (1,780 ) (1,817 ) (1,614 ) (1,434 ) Gain on sale of operations, net 663 — — 362 Other income, net (1,229 ) 630 3,143 (9,631 ) Total other income, net (2,346 ) (1,187 ) 1,529 (10,703 ) Income 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 from continuing operations 35,810 13,121 13,595 (953 ) (Loss) gain from operations of discontinued operations, net of tax 41 (15 ) (9 ) (20 ) Net income $ 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 $ 0.66 $ 0.24 $ 0.25 $ (0.02 ) Diluted: Continuing operations $ 0.64 $ 0.23 $ 0.24 $ (0.02 ) Discontinued operations — — — — Net income $ 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 54,775 Quarterly earnings per share amounts do not always add to the full-year amounts due to the averaging of common shares outstanding. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 was as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 946,801 $ 920,481 $ 853,802 Canada 1,623 1,522 1,538 Total revenue $ 948,424 $ 922,003 $ 855,340 |
Summary of Segment Information | Segment information for the years ended December 31, 2019, 2018 and 2017 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, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 616,567 $ 296,228 $ 35,629 $ — $ 948,424 Operating expenses 515,240 246,245 32,474 29,537 823,496 Gross margin 101,327 49,983 3,155 (29,537 ) 124,928 Corporate general and administrative expenses — — — 44,406 44,406 Operating income (loss) 101,327 49,983 3,155 (73,943 ) 80,522 Other (expense) income: Interest expense — (57 ) — (5,708 ) (5,765 ) Gain on sale of operations, net 578 — — (161 ) 417 Other (expense) income, net (121 ) 238 1 17,597 17,715 Total other (expense) income 457 181 1 11,728 12,367 Income (loss) from continuing operations before income tax expense $ 101,784 $ 50,164 $ 3,156 $ (62,215 ) $ 92,889 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 income (expense): Interest expense — (102 ) — (6,543 ) (6,645 ) Gain on sale of operations, net — — — 1,025 1,025 Other income (expense), net (263 ) 493 3 (7,320 ) (7,087 ) Total other income (expense) (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, net 158 442 (8 ) 13,897 14,489 Total other income 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 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Nov. 01, 2019Reporting_Unit | Jan. 02, 2019 | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Practice_GroupsReporting_Unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2016USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Number of practice groups | Practice_Groups | 3 | ||||||||||||||
Revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 948,424 | $ 922,003 | $ 855,340 | ||||
Maximum maturity period of investments | 3 months | ||||||||||||||
Allowance for doubtful accounts | 14,379 | 13,389 | $ 14,379 | 13,389 | 13,827 | $ 13,508 | |||||||||
Software purchased or developed, estimated useful life | 7 years | ||||||||||||||
Goodwill | 588,213 | 564,300 | $ 588,213 | 564,300 | 528,424 | ||||||||||
Total assets | 1,400,774 | 1,183,031 | 1,400,774 | 1,183,031 | |||||||||||
Total stockholders' equity | 659,238 | $ 593,663 | $ 659,238 | 593,663 | 530,879 | $ 480,021 | |||||||||
Intangible assets amortization period | 6 years 6 months | ||||||||||||||
Number of reporting units | Reporting_Unit | 5 | 5 | |||||||||||||
Net changes in the fair value of contingent consideration | $ (1,599) | (2,617) | 1,494 | ||||||||||||
Unsecured credit facility | $ 400,000 | 400,000 | |||||||||||||
Operating lease, Percentage of office facilities | 96.00% | ||||||||||||||
Reclassification between AOCI and retained earnings | 2,091 | ||||||||||||||
ASU 2018-02 [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Reclassification between AOCI and retained earnings | $ 100 | ||||||||||||||
Other Expense [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Net changes in the fair value of contingent consideration | $ (1,600) | (2,600) | |||||||||||||
Other Income [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Net changes in the fair value of contingent consideration | 1,500 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Shares vesting term | 3 years | ||||||||||||||
Intangible assets amortization period | 2 years | ||||||||||||||
Maximum [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Shares vesting term | 4 years | ||||||||||||||
Intangible assets amortization period | 15 years | ||||||||||||||
Financial Service [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Revenue | $ 157,600 | $ 154,000 | $ 156,400 |
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, 2019 | |
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 Impact of Adopting New Lease Standards on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | $ 140,831 | ||
Total assets | 1,400,774 | $ 1,183,031 | |
Operating lease liability - current | 29,030 | ||
Total current liabilities | 365,926 | 321,314 | |
Operating lease liability - non-current | 132,018 | ||
Total non-current liabilities | 375,610 | 268,054 | |
Total liabilities and stockholders' equity | $ 1,400,774 | $ 1,183,031 | |
Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | $ 144,675 | ||
Total assets | 1,327,706 | ||
Operating lease liability - current | 28,109 | ||
Total current liabilities | 349,423 | ||
Operating lease liability - non-current | 116,566 | ||
Total non-current liabilities | 384,620 | ||
Total liabilities and stockholders' equity | 1,327,706 | ||
Accounting Standards Update 2016-02 [Member] | New Lease Standard [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | 144,675 | ||
Total assets | 144,675 | ||
Operating lease liability - current | 28,109 | ||
Total current liabilities | 28,109 | ||
Operating lease liability - non-current | 116,566 | ||
Total non-current liabilities | 116,566 | ||
Total liabilities and stockholders' equity | $ 144,675 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 948,424 | $ 922,003 | $ 855,340 |
Financial Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 616,567 | 600,926 | |||||||||
Benefits and Insurance Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 296,228 | 288,437 | |||||||||
National Practices [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 35,629 | 32,640 | |||||||||
Accounting, Tax, Advisory and Consulting [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 616,567 | 600,926 | |||||||||
Accounting, Tax, Advisory and Consulting [Member] | Financial Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 616,567 | 600,926 | |||||||||
Core Benefits and Insurance Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 283,783 | 276,496 | |||||||||
Core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 283,783 | 276,496 | |||||||||
Non-core Benefits and Insurance Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 12,445 | 11,941 | |||||||||
Non-core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 12,445 | 11,941 | |||||||||
Managed Networking, Hardware Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 25,982 | 24,404 | |||||||||
Managed Networking, Hardware Services [Member] | National Practices [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 25,982 | 24,404 | |||||||||
National Practices Consulting [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | 9,647 | 8,236 | |||||||||
National Practices Consulting [Member] | National Practices [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue | $ 9,647 | $ 8,236 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Capitalized contract period | one year or less |
Performance obligations period | one year or less |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Receivable Net Current [Abstract] | ||||
Trade accounts receivable | $ 176,375 | $ 159,992 | ||
Unbilled revenue, at net realizable value | 60,035 | 60,684 | ||
Total accounts receivable | 236,410 | 220,676 | ||
Allowance for doubtful accounts | (14,379) | (13,389) | $ (13,827) | $ (13,508) |
Accounts receivable, net | $ 222,031 | $ 207,287 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ (13,389) | $ (13,827) | $ (13,508) |
Provision for losses | (2,430) | (3,776) | (5,529) |
Charge-offs, net of recoveries | 1,440 | 4,214 | 5,210 |
Balance at end of period | $ (14,379) | $ (13,389) | $ (13,827) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 119,135 | $ 111,302 |
Accumulated depreciation | (79,723) | (77,097) |
Property and equipment, net | 39,412 | 34,205 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 33,284 | 28,456 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 27,560 | 27,690 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 37,203 | 37,281 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 21,088 | $ 17,875 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense for property and equipment | $ 8.3 | $ 6.1 | $ 5.3 |
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, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance, Goodwill | $ 564,300 | $ 528,424 |
Additions | 24,369 | 36,089 |
Divestitures | (456) | (213) |
Ending balance, Goodwill | 588,213 | 564,300 |
Financial Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance, Goodwill | 329,626 | 306,861 |
Additions | 5,077 | 22,978 |
Divestitures | (456) | (213) |
Ending balance, Goodwill | 334,247 | 329,626 |
Benefits and Insurance Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance, Goodwill | 233,008 | 219,897 |
Additions | 19,292 | 13,111 |
Ending balance, Goodwill | 252,300 | 233,008 |
National Practices [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance, Goodwill | 1,666 | 1,666 |
Ending balance, Goodwill | $ 1,666 | $ 1,666 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) | Nov. 01, 2019USD ($)Reporting_Unit | Dec. 31, 2019USD ($)Reporting_Unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of reporting units | Reporting_Unit | 5 | 5 | ||
Goodwill impairment | $ 0 | |||
Intangible assets amortization period | 6 years 6 months | |||
2020 | $ 13,100,000 | |||
2021 | 11,600,000 | |||
2022 | 9,900,000 | |||
2023 | 8,700,000 | |||
2024 | $ 7,600,000 | |||
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 | $ 14,100,000 | $ 17,500,000 | $ 17,800,000 | |
Client Lists [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 6 years 9 months 18 days | |||
Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 6 years 8 months 12 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 | 10 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 588,213 | $ 564,300 | $ 528,424 |
Intangible assets: | |||
Total intangible assets | 198,780 | 191,011 | |
Total goodwill and other intangibles assets | 786,993 | 755,311 | |
Accumulated amortization: | |||
Total accumulated amortization | (132,322) | (118,302) | |
Goodwill and other intangible assets, net | 654,671 | 637,009 | |
Client Lists [Member] | |||
Intangible assets: | |||
Total intangible assets | 188,898 | 181,564 | |
Accumulated amortization: | |||
Total accumulated amortization | (125,887) | (112,905) | |
Other Intangible Assets [Member] | |||
Intangible assets: | |||
Total intangible assets | 9,882 | 9,447 | |
Accumulated amortization: | |||
Total accumulated amortization | $ (6,435) | $ (5,397) |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Corporate and municipal bonds | $ 58,900 | $ 55,700 |
Maturity dates of bonds, start date | 2020-01 | |
Maturity dates of bonds, end date | 2024-02 | |
Funds held for clients | $ 179,502 | 161,289 |
Certified Deposits and Other Depository Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Funds held for clients | $ 2,500 | $ 2,300 |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 56,556 | $ 51,101 |
Purchases | 27,216 | 18,426 |
Sales | (1,686) | (1,793) |
Maturities and calls | (22,272) | (10,445) |
Decrease in bond premium | (460) | (377) |
Fair market value adjustment | 1,305 | (356) |
Fair value at end of period | $ 60,659 | $ 56,556 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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% |
Financial Instruments - Summa_2
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Non-current Liability [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 45,000,000 | |
Fair Value | (591,000) | |
Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 1,096,000 | |
Notional Amount | $ 70,000,000 | |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | 66,000 | |
Notional Amount | $ 25,000,000 |
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, 2019 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | ||
(Loss) Gain recognized in AOCL,net of tax | $ (1,222) | $ (17) |
Gain (Loss) reclassified from AOCL into expense | $ 399 | $ 357 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 1,599,000 | 2,617,000 | $ (1,494,000) |
Other Expense [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Net changes in the fair value of contingent consideration | $ 1,600,000 | $ 2,600,000 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate and municipal bonds | $ 60,659 | $ 56,556 | $ 51,101 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 106,851 | 84,435 | |
Corporate and municipal bonds | 60,659 | 56,556 | |
Deferred compensation plan liabilities | (106,851) | (84,435) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps, net | (525) | 1,096 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (32,089) | $ (39,708) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Fair Values of Contingent Purchase Price Liabilities (Detail) - Contingent Purchase Price Liabilities [Member] - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (39,708) | $ (37,574) |
Additions from business acquisitions | (10,150) | (13,382) |
Settlement of contingent purchase price payable | 19,368 | 13,865 |
Change in fair value of contingency | (865) | (1,673) |
Change in net present value of contingency | (734) | (944) |
Ending balance | $ (32,089) | $ (39,708) |
Income Taxes - Income from Cont
Income Taxes - Income from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 92,710 | $ 79,669 | $ 74,151 |
Foreign (Canada) | 179 | 171 | 169 |
Income (loss) from continuing operations before income tax expense (benefit) | $ 92,889 | $ 79,840 | $ 74,320 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||||||||
Federal | $ 12,776 | $ 12,626 | $ 21,086 | ||||||||
Foreign | 48 | 45 | 45 | ||||||||
State and local | 4,110 | 2,808 | 2,475 | ||||||||
Total | 16,934 | 15,479 | 23,606 | ||||||||
Deferred: | |||||||||||
Federal | 3,685 | 2,047 | (1,086) | ||||||||
State and local | 1,221 | 741 | 768 | ||||||||
Total | 4,906 | 2,788 | (318) | ||||||||
Provision for income taxes from continuing operations | $ (3,164) | $ 6,069 | $ 5,322 | $ 13,613 | $ (1,424) | $ 3,297 | $ 3,238 | $ 13,156 | 21,840 | 18,267 | 23,288 |
Operations of discontinued operations: | |||||||||||
Current | (107) | 2 | (418) | ||||||||
Deferred | (1) | (1) | (19) | ||||||||
Total income tax expense from discontinued operations | (108) | 1 | (437) | ||||||||
Total income tax expense | $ 21,732 | $ 18,268 | $ 22,851 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Tax at U.S. federal statutory rates | $ 19,507 | $ 16,766 | $ 26,012 | ||||||||
State taxes (net of federal benefit) | 4,774 | 3,745 | 2,724 | ||||||||
Business meals and entertainment — non-deductible | 987 | 915 | 820 | ||||||||
Change in valuation allowance | 932 | 264 | 221 | ||||||||
Reserves for uncertain tax positions | (263) | (1,124) | (35) | ||||||||
Share-based compensation | (4,773) | (3,260) | (3,837) | ||||||||
Impact of the Tax Cuts and Jobs Act of 2017 | (2,487) | ||||||||||
Non-deductible expenses | 713 | 785 | 236 | ||||||||
Other, net | (37) | 176 | (366) | ||||||||
Provision for income taxes from continuing operations | $ (3,164) | $ 6,069 | $ 5,322 | $ 13,613 | $ (1,424) | $ 3,297 | $ 3,238 | $ 13,156 | $ 21,840 | $ 18,267 | $ 23,288 |
Effective income tax rate | 23.50% | 22.90% | 31.30% |
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, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,594 | $ 1,091 |
Allowance for doubtful accounts | 3,156 | 2,902 |
Employee benefits and compensation | 26,442 | 24,761 |
Lease costs | 4,889 | 4,099 |
State tax credit carryforwards | 1,322 | 1,353 |
Other deferred tax assets | 30 | 287 |
Total gross deferred tax assets | 37,433 | 34,493 |
Less: valuation allowance | (2,799) | (1,840) |
Total deferred tax assets, net | 34,634 | 32,653 |
Client list intangible assets | 846 | 1,184 |
Goodwill and other intangibles | 42,496 | 35,840 |
Property and equipment | 2,291 | 1,356 |
Other deferred tax liabilities | 721 | 1,037 |
Total gross deferred tax liabilities | 46,354 | 39,417 |
Net deferred tax liability | $ (11,720) | $ (6,764) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||
Increase (Decrease) in valuation allowance due to state net operating loss and tax credit carryforwards | $ 1 | |
State net operating loss carryforwards | 39.4 | |
State tax credit carryforwards | 1.3 | |
Unrecognized tax benefits that would impact effective tax rate | 1.6 | |
Reductions in the liability for unrecognized tax benefits due to expiration of statues of limitation | 1.5 | |
Liability for interest expense | 0.7 | $ 0.7 |
Liability for penalties | 0.2 | 0.2 |
Maximum [Member] | ||
Income Tax Contingency [Line Items] | ||
Accrued interest expense | $ 0.1 | $ 0.1 |
Earliest Tax Year [Member] | State [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards expiration period | 2020 | |
Net operating loss carryforwards expiration period | 2020 | |
Latest Tax Year [Member] | State [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards expiration period | 2039 | |
Net operating loss carryforwards expiration period | 2029 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ 2,819 | $ 3,882 | $ 4,090 |
Additions for tax positions of the current year | 145 | 119 | 123 |
Settlements of prior year positions | (282) | (16) | |
Lapse of statutes of limitation | (146) | (1,166) | (331) |
Ending Balance | $ 2,536 | $ 2,819 | $ 3,882 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 105,500 | $ 135,500 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Revolving loan commitment | $ 20,000 | |
Line of credit facility renewal term | 2019-08 | |
Line of credit facility, termination date | Aug. 6, 2020 | |
Outstanding line of credit | $ 0 | 0 |
2018 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 105,500 | $ 135,500 |
Line of credit facility maturity year | 2023 | |
Available funds under credit facility | $ 287,700 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Weighted average rates | 3.09% | 3.08% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 2.12% | 2.12% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 5.50% | 5.50% |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 1,256 | $ 1,521 | $ 1,587 | $ 1,401 | $ 1,434 | $ 1,614 | $ 1,817 | $ 1,780 | $ 5,765 | $ 6,645 | $ 6,675 |
2018 Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | 5,672 | 6,509 | 6,638 | ||||||||
Other Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | 22 | 1 | |||||||||
Other [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 71 | $ 135 | $ 37 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $220 and $(183), respectively | $ 393 | $ (495) |
Net unrealized gain (loss) on interest rate swap, net of income tax expense (benefit) of $(320) and $213, respectively | (375) | 694 |
Foreign currency translation | (698) | (681) |
Accumulated other comprehensive loss | $ (680) | $ (482) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Unrealized gains (losses) on available for sale securities, income tax expense (benefit) | $ 220 | $ (183) |
Unrealized gain (loss) on interest rate swaps, income tax expense (benefit) | $ (320) | $ 213 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 1.3 | $ 1.1 |
License bonds outstanding amount | $ 2.3 | $ 2.9 |
Commitments and Contingencies_2
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) $ in Millions | Sep. 16, 2016USD ($) | Dec. 31, 2019USD ($)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 | $ 124 | |
Altoona Regional Health System [Member] | Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 266 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 11,100 | $ 10,800 | $ 10,400 |
Non-qualified deferred income (expense) of investment | 19,200 | (4,900) | $ 12,100 |
Non-qualified deferred compensation plan assets | 106,851 | 84,435 | |
Non-qualified deferred compensation plan liabilities | $ 106,851 | $ 84,435 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | |
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 | $ 27,163,000 | $ 17,484,000 | $ 19,735,000 |
Share Repurchase Program [Member] | |||
Schedule Of Common Stock [Line Items] | |||
Stock repurchase program authorized to be repurchased | shares | 1,200,000 | 800,000 | |
Payment for acquisition of treasury stock | $ 25,300,000 | $ 15,600,000 | |
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 | $ 1,900,000 | |
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 ($) | May 09, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Holding period of stock | 1 year | |||
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 | ||
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 7 days | |||
Unrecognized compensation cost for restricted stock awards | $ 10,300,000 | |||
Total fair value of shares vested during period | 3,900,000 | $ 4,100,000 | $ 3,400,000 | |
Market value of shares awarded during period | $ 4,500,000 | $ 5,100,000 | $ 4,400,000 | |
Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options awarded under the plans vesting period | 3 years | |||
Share-based compensation arrangement by share-based payment award, remaining contractual terms | 3 years | |||
Achievement of an earnings per share target | 70.00% | |||
Achievement of total growth in revenue | 30.00% | |||
2019 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share available for future grant | 3,100,000 | |||
Stock awards expiry | 2029 | |||
2014 Stock Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share available for future grant | 2,200,000 | |||
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, 2022 | |||
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% | ||
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 | ||
Aggregate intrinsic value of stock options exercised | $ 18,800,000 | $ 10,900,000 | $ 9,400,000 | |
Unrecognized compensation cost for non-vested stock option | $ 3,800,000 | |||
Compensation cost for non-vested stock options weighted average period | 1 year 10 days | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares purchased under ESPP | 2,000,000 | |||
Options awarded under the plans vesting period | 4 years | |||
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] | Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of initial grant | 200.00% | |||
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] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options awarded under the plans vesting period | 3 years | |||
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 | 2020-02 |
Employee Share Plans - Schedule
Employee Share Plans - Schedule of Share-Based Compensation Awards (Before Income Tax Expense) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |||
Stock options | $ 1,848 | $ 2,609 | $ 2,105 |
Restricted stock awards | 4,375 | 4,257 | 3,600 |
Performance share units | 1,031 | ||
Total share-based compensation expense | $ 7,254 | $ 6,866 | $ 5,705 |
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, 2019USD ($)$ / sharesshares | |
Compensation And Retirement Disclosure [Abstract] | |
Outstanding Beginning balance, Number of Options | shares | 3,622 |
Exercised, Number of Options | shares | (1,210) |
Outstanding Ending balance, Number of Options | shares | 2,412 |
Vested and exercisable Ending balance, Number of Options | shares | 1,456 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 11.97 |
Exercised, Weighted Average Exercise Price Per Share | $ / shares | 8.77 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 13.58 |
Vested and exercisable Ending balance, Weighted Average Exercise Price Per Share | $ / shares | $ 11.54 |
Weighted Average Remaining Contractual Term, Outstanding | 2 years 9 months |
Weighted Average Remaining Contractual Term, Vested and exercisable at December 31, 2019 | 2 years 1 month 17 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ | $ 32.3 |
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2019 | $ | $ 22.4 |
Employee Share Plans - Schedu_2
Employee Share Plans - Schedule of Fair Value Option Award Weighted Average Assumptions Used (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||
Expected volatility | 22.04% | 22.22% |
Expected option life (years) | 4 years 7 months 13 days | 4 years 7 months 9 days |
Risk-free interest rate | 2.80% | 1.85% |
Expected dividend yield | 0.00% | 0.00% |
Employee Share Plans - Schedu_3
Employee Share Plans - Schedule of Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |
Outstanding Beginning balance, Number of Shares | shares | 632 |
Granted, Number of Shares | shares | 227 |
Vested, Number of Shares | shares | (282) |
Outstanding Ending balance, Number of Shares | shares | 577 |
Outstanding Beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.35 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 19.78 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 13.76 |
Outstanding Ending balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 17.87 |
Employee Share Plans - Performa
Employee Share Plans - Performance Share Units Award Activity (Detail) - Performance Shares [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted, Number of Shares | shares | 173 |
Adjustments for performance results, Number of Shares | shares | 27 |
Outstanding Ending balance, Number of Shares | shares | 200 |
Granted, Grant-Date Fair Value Per Unit | $ / shares | $ 19.82 |
Adjustments for performance results, Grant-Date Fair Value Per Unit | $ / shares | 19.82 |
Outstanding Ending balance, Grant-Date Fair Value Per Unit | $ / shares | $ 19.82 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Income (loss) from continuing operations | $ (1,136) | $ 18,006 | $ 16,614 | $ 37,565 | $ (953) | $ 13,595 | $ 13,121 | $ 35,810 | $ 71,049 | $ 61,573 | $ 51,032 |
Basic | |||||||||||
Weighted average common shares outstanding | 54,547 | 54,268 | 54,090 | 54,287 | 54,775 | 54,794 | 54,594 | 54,071 | 54,299 | 54,561 | 53,862 |
Diluted | |||||||||||
Stock options | 1,288 | 1,542 | 1,499 | ||||||||
Restricted stock awards | 234 | 302 | 328 | ||||||||
Contingent shares | 74 | 82 | |||||||||
Diluted weighted average common shares outstanding | 54,547 | 55,816 | 55,495 | 55,915 | 54,775 | 56,740 | 56,437 | 55,924 | 55,895 | 56,487 | 55,689 |
Basic earnings per share from continuing operations | $ (0.02) | $ 0.33 | $ 0.31 | $ 0.69 | $ (0.02) | $ 0.25 | $ 0.24 | $ 0.66 | $ 1.31 | $ 1.13 | $ 0.95 |
Diluted earnings per share from continuing operations | $ (0.02) | $ 0.32 | $ 0.30 | $ 0.67 | $ (0.02) | $ 0.24 | $ 0.23 | $ 0.64 | $ 1.27 | $ 1.09 | $ 0.92 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 0.5 | 0.4 | 0.5 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 140,831 |
Current portion of operating lease liabilities | 29,030 |
Noncurrent portion of operating lease liabilities | 132,018 |
Total operating lease liabilities | $ 161,048 |
Weighted-average remaining lease term | 6 years 10 months 24 days |
Weighted-average discount rate | 3.60% |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Other Lease Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 37,275 |
Cash paid for amounts included in measurement of lease liabilities | |
Operating cash flows for operating leases | $ 37,667 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee Lease Description [Line Items] | |||
Operating lease, option to extend | Our leases have remaining lease terms ranging from 1 to 11 years. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments. | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lease expense | $ 38 | $ 38.4 | |
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, Remaining lease term | 1 year | ||
Operating lease, renewal term | 2 years | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, Remaining lease term | 11 years | ||
Operating lease, renewal term | 5 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 34,775 |
2021 | 32,371 |
2022 | 26,112 |
2023 | 24,273 |
2024 | 21,578 |
Thereafter | 67,025 |
Total undiscounted lease payments | 206,134 |
Less: imputed interest | (45,086) |
Total lease liabilities | $ 161,048 |
Leases - Schedule of Maturity_2
Leases - Schedule of Maturity of Operating Lease Commitments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 34,256 |
2020 | 30,419 |
2021 | 26,172 |
2022 | 20,358 |
2023 | 18,981 |
Thereafter | 65,854 |
Total future minimum rental commitments | $ 196,040 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||||||||
Operating lease payments to related parties | $ 2,400 | $ 3,000 | $ 3,300 | ||||||||
Revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | 948,424 | 922,003 | 855,340 |
Akin Gump [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Legal charges paid | 200 | 200 | 200 | ||||||||
CPA Firms [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue | $ 157,600 | $ 154,000 | $ 156,400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2019USD ($)BusinessClient_Listshares | Dec. 31, 2018USD ($)Client_Listshares | Dec. 31, 2017USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of businesses acquired | Business | 6 | ||
Consideration paid in cash | $ 19,400,000 | $ 27,900,000 | |
Consideration paid in common stock | 2,000,000 | 900,000 | |
Contingent consideration | 11,200,000 | 13,400,000 | |
Cash | 800,000 | 300,000 | |
Acquired client funds | 6,900,000 | ||
Contingent consideration arrangements - High | 11,500,000 | 15,300,000 | |
Aggregate fair value of contingent consideration | 10,300,000 | ||
Contingent consideration, current | 16,193,000 | 22,538,000 | |
Contingent consideration, non-current | 15,896,000 | 17,170,000 | |
Annual aggregate revenue | 17,400,000 | 11,000,000 | |
Fair value of obligation at acquisition date | 13,400,000 | ||
Goodwill | 588,213,000 | 564,300,000 | $ 528,424,000 |
Changes in fair value of contingent consideration | 1,600,000 | 2,600,000 | |
Consideration paid in cash | $ 16,900,000 | $ 11,000,000 | |
Number of common stock issued | shares | 100,000 | 100,000 | |
Benefits and Insurance Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 252,300,000 | $ 233,008,000 | 219,897,000 |
Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | 334,247,000 | 329,626,000 | $ 306,861,000 |
Contingent Purchase Price Liability – Current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, current | 2,800,000 | 3,900,000 | |
Contingent Purchase Price Liability – Non-current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, non-current | $ 7,500,000 | $ 9,500,000 | |
Wenner Group, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Jan. 1, 2019 | ||
Acquired entity, name | Wenner Group, LLC | ||
Paydayta, Inc [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Jul. 1, 2019 | ||
Acquired entity, name | Paydayta, Inc. | ||
Gavion, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Jul. 1, 2019 | ||
Acquired entity, name | Gavion, LLC | ||
QBA Benefits, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Aug. 1, 2019 | ||
Acquired entity, name | QBA Benefits, LLC. | ||
Ericson CPAs [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Aug. 1, 2019 | ||
Acquired entity, name | Ericson CPAs | ||
Brinig Taylor Zimmer, Inc [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Sep. 1, 2019 | ||
Acquired entity, name | Brinig Taylor Zimmer, Inc. | ||
Laurus Transaction Advisors, LLC. [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Feb. 1, 2018 | ||
Acquired entity, name | Laurus | ||
InR Advisory Services, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Apr. 1, 2018 | ||
Acquired entity, name | InR | ||
Sequoia Financial Group, LLC. [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Dec. 1, 2018 | ||
Acquired entity, name | Sequoia | ||
Dec. 31, 2020 InR Advisory Services, LLC (“InR”) and Laurus Transaction Advisors, LLC (“Laurus”) [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 24,400,000 | $ 36,100,000 | |
Acquisition of Client Lists [Member] | Benefits and Insurance Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 300,000 | ||
Contingent consideration | $ 200,000 | ||
Number of client list purchased | Client_List | 1 | ||
Acquisition of Client Lists [Member] | Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 300,000 | ||
Contingent consideration | $ 200,000 | ||
Number of client list purchased | Client_List | 1 | ||
Previous Client List Purchases [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | $ 900,000 | $ 800,000 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Cash | $ 800 | $ 300 | |
Acquired client funds | 6,900 | ||
Goodwill | 588,213 | 564,300 | $ 528,424 |
Business Acquisitions in 2019 and 2018 [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 826 | 306 | |
Accounts receivable, net | 1,843 | 1,958 | |
Acquired client funds | 6,878 | ||
Operating lease right-of-use asset, net | 2,789 | ||
Other assets | 99 | 12 | |
Identifiable intangible assets | 7,725 | 5,539 | |
Operating lease liability - current | (1,013) | ||
Other current liability | (2,245) | (1,753) | |
Operating lease liability - noncurrent | (1,776) | ||
Client fund obligations | (6,878) | ||
Total identifiable net assets | 8,248 | 6,062 | |
Goodwill | 24,369 | 36,054 | |
Aggregate purchase price | $ 32,617 | $ 42,116 |
Discontinued Operations and D_2
Discontinued Operations and Divestitures - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Business | Dec. 31, 2018USD ($)Business | Dec. 31, 2015Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of businesses sold | 0 | 0 | |
Financial Services [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of businesses sold | 2 | ||
Gain from the sale of its individual wealth management business | $ | $ 0.4 | ||
Benefits and Insurance Services [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of businesses sold | 2 | ||
Gain from the sale of its individual wealth management business | $ | $ 1 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 948,424 | $ 922,003 | $ 855,340 |
Operating expenses | 200,706 | 209,146 | 198,148 | 215,496 | 181,824 | 198,607 | 205,102 | 204,750 | 823,496 | 790,283 | 755,584 |
Gross margin | 2,432 | 30,644 | 37,350 | 54,502 | 17,199 | 25,642 | 27,539 | 61,340 | 124,928 | 131,720 | 99,756 |
Corporate general and administrative expenses | 10,490 | 11,670 | 10,566 | 11,680 | 8,873 | 10,279 | 9,993 | 10,028 | 44,406 | 39,173 | 33,295 |
Operating income | (8,058) | 18,974 | 26,784 | 42,822 | 8,326 | 15,363 | 17,546 | 51,312 | 80,522 | 92,547 | 66,461 |
Other (expense) income: | |||||||||||
Interest expense | (1,256) | (1,521) | (1,587) | (1,401) | (1,434) | (1,614) | (1,817) | (1,780) | (5,765) | (6,645) | (6,675) |
Gain on sale of operations, net | 15 | (145) | 50 | 497 | 362 | 663 | 417 | 1,025 | 45 | ||
Other (expense) income, net | 4,999 | 6,767 | (3,311) | 9,260 | (9,631) | 3,143 | 630 | (1,229) | 17,715 | (7,087) | 14,489 |
Total other income (expense), net | 3,758 | 5,101 | (4,848) | 8,356 | (10,703) | 1,529 | (1,187) | (2,346) | 12,367 | (12,707) | 7,859 |
Income from continuing operations before income tax expense | (4,300) | 24,075 | 21,936 | 51,178 | (2,377) | 16,892 | 16,359 | 48,966 | 92,889 | 79,840 | 74,320 |
Income tax expense (benefit) | (3,164) | 6,069 | 5,322 | 13,613 | (1,424) | 3,297 | 3,238 | 13,156 | 21,840 | 18,267 | 23,288 |
Income from continuing operations | (1,136) | 18,006 | 16,614 | 37,565 | (953) | 13,595 | 13,121 | 35,810 | 71,049 | 61,573 | 51,032 |
Gain (loss) from operations of discontinued operations, net of tax | (17) | (200) | (22) | (96) | (20) | (9) | (15) | 41 | (335) | (3) | (655) |
Net income | $ (1,153) | $ 17,806 | $ 16,592 | $ 37,469 | $ (973) | $ 13,586 | $ 13,106 | $ 35,851 | $ 70,714 | $ 61,570 | $ 50,377 |
Basic: | |||||||||||
Continuing operations | $ (0.02) | $ 0.33 | $ 0.31 | $ 0.69 | $ (0.02) | $ 0.25 | $ 0.24 | $ 0.66 | $ 1.31 | $ 1.13 | $ 0.95 |
Discontinued operations | (0.01) | (0.01) | |||||||||
Net income | (0.02) | 0.33 | 0.31 | 0.69 | (0.02) | 0.25 | 0.24 | 0.66 | 1.30 | 1.13 | 0.94 |
Diluted: | |||||||||||
Continuing operations | (0.02) | 0.32 | 0.30 | 0.67 | (0.02) | 0.24 | 0.23 | 0.64 | 1.27 | 1.09 | 0.92 |
Discontinued operations | (0.01) | (0.01) | |||||||||
Net income | $ (0.02) | $ 0.32 | $ 0.30 | $ 0.67 | $ (0.02) | $ 0.24 | $ 0.23 | $ 0.64 | $ 1.26 | $ 1.09 | $ 0.91 |
Basic weighted average common shares | 54,547 | 54,268 | 54,090 | 54,287 | 54,775 | 54,794 | 54,594 | 54,071 | 54,299 | 54,561 | 53,862 |
Diluted weighted average common shares | 54,547 | 55,816 | 55,495 | 55,915 | 54,775 | 56,740 | 56,437 | 55,924 | 55,895 | 56,487 | 55,689 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Practice_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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 948,424 | $ 922,003 | $ 855,340 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 946,801 | 920,481 | 853,802 | ||||||||
Canada [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 1,623 | $ 1,522 | $ 1,538 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 203,138 | $ 239,790 | $ 235,498 | $ 269,998 | $ 199,023 | $ 224,249 | $ 232,641 | $ 266,090 | $ 948,424 | $ 922,003 | $ 855,340 |
Operating expenses | 200,706 | 209,146 | 198,148 | 215,496 | 181,824 | 198,607 | 205,102 | 204,750 | 823,496 | 790,283 | 755,584 |
Gross margin | 2,432 | 30,644 | 37,350 | 54,502 | 17,199 | 25,642 | 27,539 | 61,340 | 124,928 | 131,720 | 99,756 |
Corporate general and administrative expenses | 10,490 | 11,670 | 10,566 | 11,680 | 8,873 | 10,279 | 9,993 | 10,028 | 44,406 | 39,173 | 33,295 |
Operating income | (8,058) | 18,974 | 26,784 | 42,822 | 8,326 | 15,363 | 17,546 | 51,312 | 80,522 | 92,547 | 66,461 |
Other (expense) income: | |||||||||||
Interest expense | (1,256) | (1,521) | (1,587) | (1,401) | (1,434) | (1,614) | (1,817) | (1,780) | (5,765) | (6,645) | (6,675) |
Gain on sale of operations, net | 15 | (145) | 50 | 497 | 362 | 663 | 417 | 1,025 | 45 | ||
Other (expense) income, net | 4,999 | 6,767 | (3,311) | 9,260 | (9,631) | 3,143 | 630 | (1,229) | 17,715 | (7,087) | 14,489 |
Total other income (expense), net | 3,758 | 5,101 | (4,848) | 8,356 | (10,703) | 1,529 | (1,187) | (2,346) | 12,367 | (12,707) | 7,859 |
Income from continuing operations before income tax expense | $ (4,300) | $ 24,075 | $ 21,936 | $ 51,178 | $ (2,377) | $ 16,892 | $ 16,359 | $ 48,966 | 92,889 | 79,840 | 74,320 |
Financial Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 616,567 | 600,926 | |||||||||
Benefits and Insurance Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 296,228 | 288,437 | |||||||||
National Practices [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 35,629 | 32,640 | |||||||||
Operating Segments [Member] | Financial Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 616,567 | 600,926 | 540,315 | ||||||||
Operating expenses | 515,240 | 508,653 | 468,089 | ||||||||
Gross margin | 101,327 | 92,273 | 72,226 | ||||||||
Operating income | 101,327 | 92,273 | 72,226 | ||||||||
Other (expense) income: | |||||||||||
Gain on sale of operations, net | 578 | ||||||||||
Other (expense) income, net | (121) | (263) | 158 | ||||||||
Total other income (expense), net | 457 | (263) | 158 | ||||||||
Income from continuing operations before income tax expense | 101,784 | 92,010 | 72,384 | ||||||||
Operating Segments [Member] | Benefits and Insurance Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 296,228 | 288,437 | 283,909 | ||||||||
Operating expenses | 246,245 | 239,646 | 236,317 | ||||||||
Gross margin | 49,983 | 48,791 | 47,592 | ||||||||
Operating income | 49,983 | 48,791 | 47,592 | ||||||||
Other (expense) income: | |||||||||||
Interest expense | (57) | (102) | (36) | ||||||||
Other (expense) income, net | 238 | 493 | 442 | ||||||||
Total other income (expense), net | 181 | 391 | 406 | ||||||||
Income from continuing operations before income tax expense | 50,164 | 49,182 | 47,998 | ||||||||
Operating Segments [Member] | National Practices [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 35,629 | 32,640 | 31,116 | ||||||||
Operating expenses | 32,474 | 30,003 | 28,382 | ||||||||
Gross margin | 3,155 | 2,637 | 2,734 | ||||||||
Operating income | 3,155 | 2,637 | 2,734 | ||||||||
Other (expense) income: | |||||||||||
Other (expense) income, net | 1 | 3 | (8) | ||||||||
Total other income (expense), net | 1 | 3 | (8) | ||||||||
Income from continuing operations before income tax expense | 3,156 | 2,640 | 2,726 | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating expenses | 29,537 | 11,981 | 22,796 | ||||||||
Gross margin | (29,537) | (11,981) | (22,796) | ||||||||
Corporate general and administrative expenses | 44,406 | 39,173 | 33,295 | ||||||||
Operating income | (73,943) | (51,154) | (56,091) | ||||||||
Other (expense) income: | |||||||||||
Interest expense | (5,708) | (6,543) | (6,639) | ||||||||
Gain on sale of operations, net | (161) | 1,025 | 45 | ||||||||
Other (expense) income, net | 17,597 | (7,320) | 13,897 | ||||||||
Total other income (expense), net | 11,728 | (12,838) | 7,303 | ||||||||
Income from continuing operations before income tax expense | $ (62,215) | $ (63,992) | $ (48,788) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Apr. 01, 2020 | Feb. 06, 2020 | Feb. 01, 2020 | Feb. 21, 2020 |
Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Renewal period of share repurchase | 1 year | |||
Stock repurchase program authorized to be repurchased | 5,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock repurchased, shares | 200,000 | |||
Stock repurchased, value | $ 5.2 | |||
Renewal period of share repurchase | 16 years | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, annualized revenue | $ 6 | |||
Subsequent Event [Member] | Alliance [Member] | ||||
Subsequent Event [Line Items] | ||||
Effective date of acquisition | Feb. 1, 2020 | |||
Acquired entity, name | Alliance Insurance Services, Inc. | |||
Subsequent Event [Member] | PD [Member] | ||||
Subsequent Event [Line Items] | ||||
Effective date of acquisition | Feb. 1, 2020 | |||
Acquired entity, name | Pension Dynamics Company, LLC | |||
Subsequent Event [Member] | Sunshine [Member] | ||||
Subsequent Event [Line Items] | ||||
Effective date of acquisition | Feb. 1, 2020 | |||
Acquired entity, name | Sunshine Systems |