Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 27, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBZ | ||
Entity Registrant Name | CBIZ, INC. | ||
Entity Central Index Key | 944148 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 49,220,735 | ||
Entity Public Float | $425.80 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $979 | $771 |
Restricted cash | 28,293 | 22,112 |
Accounts receivable, net | 143,048 | 138,063 |
Deferred income taxes - current, net | 3,638 | 4,640 |
Other current assets | 15,292 | 14,299 |
Assets of discontinued operations | 5,229 | 7,849 |
Current assets before funds held for clients | 196,479 | 187,734 |
Funds held for clients | 182,847 | 164,389 |
Total current assets | 379,326 | 352,123 |
Property and equipment, net | 18,475 | 18,955 |
Goodwill and other intangible assets, net | 526,462 | 467,648 |
Assets of deferred compensation plan | 60,290 | 51,953 |
Notes receivable - non-current | 2,714 | 2,795 |
Deferred income taxes - non-current, net | 542 | |
Other assets | 3,977 | 3,442 |
Total assets | 991,244 | 897,458 |
Current liabilities: | ||
Accounts payable | 36,781 | 37,291 |
Income taxes payable | 2,384 | 25 |
Accrued personnel costs | 39,878 | 37,728 |
Notes payable - current | 760 | 1,602 |
Contingent purchase price liability - current | 16,692 | 12,243 |
Other current liabilities | 13,434 | 12,767 |
Liabilities of discontinued operations | 1,303 | 1,950 |
Current liabilities before client fund obligations | 111,232 | 103,606 |
Client fund obligations | 183,936 | 164,311 |
Total current liabilities | 295,168 | 267,917 |
Convertible notes, net | 96,569 | 125,256 |
Bank debt | 107,400 | 48,500 |
Income taxes payable - non-current | 4,166 | 6,154 |
Deferred income taxes - non-current | 2,864 | |
Deferred compensation plan obligations | 60,290 | 51,953 |
Contingent purchase price liability - non-current | 16,676 | 12,953 |
Other non-current liabilities | 8,266 | 10,279 |
Total liabilities | 591,399 | 523,012 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 118,820 and 114,957; shares outstanding 49,487 and 48,964 | 1,188 | 1,149 |
Additional paid-in capital | 604,284 | 580,576 |
Retained earnings | 220,753 | 190,994 |
Treasury stock, 69,333 and 65,993 shares | -425,685 | -397,548 |
Accumulated other comprehensive loss | -695 | -725 |
Total stockholders' equity | 399,845 | 374,446 |
Total liabilities and stockholders' equity | $991,244 | $897,458 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 118,820,000 | 114,957,000 |
Common stock, shares outstanding | 49,487,000 | 48,964,000 |
Treasury stock, shares | 69,333,000 | 65,993,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Revenue | $719,483 | $677,171 | $612,689 |
Operating expenses | 629,804 | 593,339 | 540,305 |
Gross margin | 89,679 | 83,832 | 72,384 |
Corporate general and administrative expenses | 34,183 | 34,398 | 30,209 |
Operating income | 55,496 | 49,434 | 42,175 |
Other income (expense): | |||
Interest expense | -13,124 | -15,374 | -14,999 |
Gain on sale of operations, net | 1,303 | 79 | 2,766 |
Other income, net | 6,893 | 7,817 | 8,215 |
Total other expense, net | -4,928 | -7,478 | -4,018 |
Income from continuing operations before income tax expense | 50,568 | 41,956 | 38,157 |
Income tax expense | 20,154 | 16,577 | 14,364 |
Income from continuing operations | 30,414 | 25,379 | 23,793 |
(Loss) income from operations of discontinued operations, net of tax | -754 | 2,148 | 7,263 |
Gain on disposal of discontinued operations, net of tax | 99 | 58,336 | 90 |
Net income | 29,759 | 85,863 | 31,146 |
Basic: | |||
Continuing operations | $0.63 | $0.52 | $0.49 |
Discontinued operations | ($0.01) | $1.25 | $0.14 |
Net income | $0.62 | $1.77 | $0.63 |
Diluted: | |||
Continuing operations | $0.59 | $0.52 | $0.48 |
Discontinued operations | ($0.01) | $1.23 | $0.15 |
Net income | $0.58 | $1.75 | $0.63 |
Basic weighted average common shares outstanding | 48,343 | 48,632 | 49,002 |
Diluted weighted average common shares outstanding | 51,487 | 49,141 | 49,252 |
Comprehensive income: | |||
Net income | 29,759 | 85,863 | 31,146 |
Other comprehensive income: | |||
Net unrealized (loss) gain on available-for-sale securities, net of income tax (benefit) expense of $(74); $(97) and $120 | -117 | -142 | 181 |
Net unrealized gain (loss) on interest rate swaps, net of income tax expense (benefit) of $121; $135 and $(54) | 206 | 230 | -93 |
Foreign currency translation | -59 | -60 | -62 |
Total other comprehensive income | 30 | 28 | 26 |
Total comprehensive income | $29,789 | $85,891 | $31,172 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Tax effect of adjustment for gains included in income | ($74) | ($97) | $120 |
Tax Effects on Interest rate swap for unrealized gain (loss) | $121 | $135 | ($54) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands | ||||||
Balance, Amount at Dec. 31, 2011 | $260,158 | $1,111 | $551,205 | $73,985 | ($365,364) | ($779) |
Balance, Shares at Dec. 31, 2011 | 111,060 | 61,024 | ||||
Net income | 31,146 | 31,146 | ||||
Other comprehensive income | 26 | 26 | ||||
Share repurchases | -5,716 | -5,716 | ||||
Share repurchases, Shares | 985 | |||||
Restricted stock | 5 | -5 | ||||
Restricted stock, Shares | 489 | |||||
Share-based compensation | 5,888 | 5,888 | ||||
Tax benefit from employee share plans | -1,057 | -1,057 | ||||
Business acquisitions | 4,787 | 8 | 4,779 | |||
Business acquisitions, Shares | 825 | |||||
Balance, Amount at Dec. 31, 2012 | 295,232 | 1,124 | 560,810 | 105,131 | -371,080 | -753 |
Balance, Shares at Dec. 31, 2012 | 112,374 | 62,009 | ||||
Net income | 85,863 | 85,863 | ||||
Other comprehensive income | 28 | 28 | ||||
Share repurchases | -26,468 | -26,468 | ||||
Share repurchases, Shares | 3,984 | |||||
Restricted stock | 4 | -4 | ||||
Restricted stock, Shares | 438 | |||||
Stock options exercised | 13,976 | 18 | 13,958 | |||
Stock options exercised, Shares | 1,846 | |||||
Share-based compensation | 5,655 | 5,655 | ||||
Tax benefit from employee share plans | -1,913 | -1,913 | ||||
Business acquisitions | 2,073 | 3 | 2,070 | |||
Business acquisitions, Shares | 299 | |||||
Balance, Amount at Dec. 31, 2013 | 374,446 | 1,149 | 580,576 | 190,994 | -397,548 | -725 |
Balance, Shares at Dec. 31, 2013 | 114,957 | 65,993 | ||||
Net income | 29,759 | 29,759 | ||||
Other comprehensive income | 30 | 30 | ||||
Share repurchases | -28,137 | -28,137 | ||||
Share repurchases, Shares | 3,340 | |||||
Restricted stock | 5 | -5 | ||||
Restricted stock, Shares | 464 | |||||
Stock options exercised | 11,356 | 15 | 11,341 | |||
Stock options exercised, Shares | 1,507 | 1,507 | ||||
Share-based compensation | 6,205 | 6,205 | ||||
Tax benefit from employee share plans | -133 | -133 | ||||
Convertible bond retirement | 2,654 | 15 | 2,639 | |||
Convertible bond retirement, Shares | 1,477 | |||||
Business acquisitions | 3,665 | 4 | 3,661 | |||
Business acquisitions, Shares | 415 | |||||
Balance, Amount at Dec. 31, 2014 | $399,845 | $1,188 | $604,284 | $220,753 | ($425,685) | ($695) |
Balance, Shares at Dec. 31, 2014 | 118,820 | 69,333 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $29,759 | $85,863 | $31,146 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Loss (gain) from discontinued operations activities, net of tax | 655 | -60,484 | -7,353 |
Gain on sale of operations, net | -1,303 | -79 | -2,766 |
Loss on early extinguishment of convertible debt | 1,529 | ||
Depreciation and amortization expense | 19,831 | 18,291 | 16,147 |
Amortization of discount on notes and deferred financing costs | 4,169 | 4,568 | 4,227 |
Amortization on discount on contingent liability | 128 | 106 | 181 |
Provision for credit losses and bad debt, net of recoveries | 5,484 | 4,387 | 4,866 |
Adjustment to contingent earnout liability | -6,203 | 1,102 | -1,135 |
Deferred income taxes | 2,043 | -416 | -1,376 |
Employee stock awards | 6,205 | 5,655 | 5,888 |
Excess tax benefits from share based payment arrangements | -503 | -53 | |
Changes in assets and liabilities, net of acquisitions and divestitures: | |||
Restricted cash | -6,182 | -2,507 | 518 |
Accounts receivable, net | -6,246 | -10,680 | -15,413 |
Other assets | -3,027 | -3,244 | -6,016 |
Accounts payable | -3,826 | 1,482 | 4,156 |
Income taxes payable | -338 | -273 | 4,786 |
Accrued personnel costs | 1,643 | 3,398 | 4,813 |
Other liabilities | -701 | -5,109 | -3,271 |
Net cash provided by continuing operations | 43,117 | 42,007 | 39,398 |
Operating cash flows provided by (used in) discontinued operations | 801 | -43,525 | 14,650 |
Net cash provided by (used in) operating activities | 43,918 | -1,518 | 54,048 |
Cash flows from investing activities: | |||
Business acquisitions and contingent consideration, net of cash acquired | -45,972 | -9,747 | -87,869 |
Purchases of client fund investments | -14,089 | -5,650 | -5,742 |
Proceeds from the sales and maturities of client fund investments | 6,671 | 4,896 | 6,926 |
Proceeds on sales of divested and discontinued operations | 4,537 | 200,934 | 1,540 |
Decrease in funds held for clients | -11,223 | -9,438 | -6,256 |
Additions to property and equipment, net | -4,837 | -6,208 | -2,426 |
Payments on notes receivable | 555 | 515 | -3,384 |
Other | 24 | -10 | -22 |
Net cash (used in) provided by continuing operations | -64,334 | 175,292 | -97,233 |
Investing cash flows provided by (used in) discontinued operations | 416 | -300 | -7,082 |
Net cash (used in) provided by investing activities | -63,918 | 174,992 | -104,315 |
Cash flows from financing activities: | |||
Proceeds from bank debt | 404,500 | 312,400 | 549,450 |
Payment of bank debt | -345,600 | -472,800 | -485,550 |
Payment on early extinguishment of convertible debt | -30,621 | ||
Payment for acquisition of treasury stock | -28,137 | -26,468 | -5,716 |
Increase in client funds obligations | 19,624 | 10,192 | 5,126 |
Payment of contingent consideration of acquisitions | -7,991 | -10,361 | -13,183 |
Proceeds from exercise of stock options | 11,356 | 13,976 | |
Payment of notes payable | -1,690 | -594 | |
Deferred financing costs | -1,736 | -574 | |
Excess tax benefit from exercise of stock awards | 503 | 53 | |
Net cash provided by (used in) financing activities | 20,208 | -173,602 | 49,553 |
Net increase (decrease) in cash and cash equivalents | 208 | -128 | -714 |
Cash and cash equivalents at beginning of year | 771 | 899 | 1,613 |
Cash and cash equivalents at end of year | $979 | $771 | $899 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies | ||||
Organization | |||||
CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, provides professional business services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ Inc. manages and reports its operations along three practice groups: Financial Services, Employee Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 22. | |||||
Divestiture of Medical Management Professionals | |||||
On July 26, 2013, CBIZ, Inc., through its subsidiary CBIZ Operations, Inc., an Ohio Corporation, entered into an agreement with Zotec Partners, LLC, an Indiana limited liability company, to sell all of the issued and outstanding capital stock of each of CBIZ Medical Management Professionals, Inc., an Ohio corporation, and CBIZ Medical Management, Inc., a North Carolina corporation, and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ Inc.’s Medical Management Professionals ongoing operations and business (“MMP”). The sale of MMP was completed on August 30, 2013 for a total purchase price of $201.6 million, subject to final working capital adjustments which were insignificant and completed during the year ended December 31, 2014. As a result of the completion of the divestiture of MMP, the assets and liabilities as well as the operations of MMP are reflected as discontinued operations on this Form 10-K. See Note 20 for further discussion of discontinued operations and divestitures. | |||||
Stock Purchase Agreement with Westbury Ltd. | |||||
On August 30, 2013, concurrent with the sale of MMP, CBIZ Inc. completed an agreement with Westbury (Bermuda) Ltd., a Bermuda exempted company (“Westbury”), Westbury Trust, a Bermuda trust, and Michael G. DeGroote, the founder of CBIZ, Inc., to purchase from Westbury 3.9 million shares of the Company’s common stock, which was 50.0% of Westbury’s current holdings of the Company’s common stock, at a price of $6.65 per share for a total of approximately $25.7 million. See Note 14 for further discussion regarding CBIZ’s common stock. | |||||
Principles of Consolidation | |||||
The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. | |||||
CBIZ has determined that its relationship with certain Certified Public Accounting (“CPA”) firms with whom it maintains administrative service agreements (“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 the consolidated financial condition, results of operations or cash flows of CBIZ. | |||||
The CPA firms with which CBIZ maintains ASAs may operate as limited liability companies or professional corporations. The firms are separate legal entities with separate governing bodies and officers. CBIZ has no ownership interest in any of these CPA firms, and neither the existence of the ASAs nor the providing of services thereunder is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of their respective services. | |||||
Fees earned by CBIZ under the ASAs are recorded as revenue (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $132.2 million, $133.5 million and $109.4 million for the years ended December 31, 2014, 2013 and 2012, 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 CBIZ is typically reduced on a proportional basis. Although the ASAs do not constitute control, CBIZ is one of the beneficiaries of the agreements and may bear certain economic risks. | |||||
Use of Estimates | |||||
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management’s estimates and assumptions include, but are not limited to, estimates of collectability of accounts receivable and unbilled revenue, the realizability of goodwill and other intangible assets, the fair value of certain assets, the valuation of stock options in determining compensation expense, estimates of accrued liabilities (such as incentive compensation, self-funded health insurance accruals, legal reserves, income tax uncertainties, future contingent purchase price obligations, and consolidation and integration reserves), the provision for income taxes, the realizability of deferred tax assets and other factors. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results could differ from those estimates. | |||||
Reclassifications | |||||
Certain amounts in the 2013 and 2012 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation, including the impact of discontinued operations. | |||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents include cash on hand and short-term highly liquid investments with an original maturity of three months or less. | |||||
Restricted Cash | |||||
Funds held by CBIZ in relation to its capital and investment advisory services are recorded in restricted cash as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier are also recorded in restricted cash; the related liability for these funds is recorded in accounts payable. Funds held in escrow related to sales of operations are also classified as restricted cash. | |||||
Funds Held for Clients and Client Fund Obligations | |||||
Services provided by CBIZ’s 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, CBIZ collects funds from its clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. | |||||
Funds held for clients are reported as current assets and Client fund obligations are reported as current liabilities. Funds held for clients include cash, overnight investments and corporate and municipal bonds (see Note 5 for further discussion of investments). If the par value of investments held does not approximate fair value, the balance in Funds held for clients may not be equal to the balance in Client fund obligations. The amount of collected but not yet remitted funds may vary significantly during the year based on the timing of clients’ payroll periods. | |||||
Derivative Instruments and Hedging Activities | |||||
Derivatives are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheets and are measured at fair value. The treatment of gains and losses resulting from changes in the fair values of derivative instruments is dependent on the use of the respective derivative instruments and whether they qualify for hedge accounting. See Note 5 for further discussion of derivative instruments. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||
CBIZ carries accounts receivable at their face amount less allowances for doubtful accounts, and carries unbilled revenues at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment. When evaluating the adequacy of the allowance for doubtful accounts and the overall collectability of receivables, CBIZ analyzes historical bad debts, client credit-worthiness, the age of accounts receivable and current economic trends and conditions. | |||||
Goodwill | |||||
CBIZ utilizes the acquisition method of accounting for all business combinations. Goodwill is not amortized, but rather is tested for impairment annually, or in between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. CBIZ tests for impairment of its goodwill during the fourth quarter of each calendar year. See Note 4 for additional discussion regarding goodwill impairment testing. | |||||
Long-Lived Assets | |||||
Long-lived assets primarily consist of property and equipment and intangible assets, which include client lists and non-compete agreements. The intangible assets are amortized over their expected periods of benefit, which generally ranges from two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets or groups of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results. | |||||
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 over the shorter of their estimated useful lives or the remaining term of the respective lease. The cost of software purchased or developed for internal use is capitalized and amortized to expense using the straight-line method over an estimated useful life not to exceed seven years. Capitalized software is classified as “property and equipment, net” in the accompanying Consolidated Balance Sheets. | |||||
Income Taxes | |||||
Income taxes are provided for the tax effects of transactions reported in the accompanying consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. | |||||
A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. CBIZ determines 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. The Company recognizes a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained. The Company records 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. | |||||
Revenue Recognition and Valuation of Unbilled Revenues | |||||
Revenue is recognized only when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee to the client is fixed or determinable, and collectability is reasonably assured. Contract terms are typically contained in a signed agreement with the client (or when applicable, other third parties) which generally defines the scope of services to be provided, pricing of services, and payment terms generally ranging from invoice date to 90 days after invoice date. Billing may occur prior to, during, or upon completion of the service. CBIZ typically does not have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of service provided, the deliverables, and the complexity of the engagement. | |||||
CBIZ offers a vast array of products and business services to its clients. Those services are delivered through three practice groups. A description of revenue recognition, as it relates to those groups, is provided below: | |||||
Financial Services — Revenue primarily consists of fees for services rendered to the Company’s client for accounting services, preparation of tax returns, consulting services, compliance projects, services pursuant to administrative service agreements (described under “Principles of Consolidation”), and valuation services including fairness opinions, business plans, litigation support, purchase price allocations and derivative valuations. Clients are billed for these services based upon a time and expense model, a predetermined agreed-upon fixed fee, or as a percentage of savings. | |||||
Revenue recognition as it pertains to each of these arrangements is as follows: | |||||
• | Time and Expense Arrangements — Revenue is recognized based upon actual hours incurred on client projects 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. | ||||
• | Fixed Fee Arrangements — Revenue for fixed-fee arrangements is recognized over the performance period based upon progress towards completion, which is determined based upon actual hours incurred on the client project compared to estimated total hours to complete the client project. | ||||
• | Contingent Revenue Arrangements — Revenue is recognized when savings to the client is determined and collection is verified by a third party. | ||||
• | Administrative Service Agreement Revenue — Revenue for administrative service fees is recognized as services are provided, based upon actual hours incurred. | ||||
Employee Services — Revenue consists primarily of brokerage and agency commissions, fee income for administering health and retirement plans and payroll service fees. Revenue also includes investment income related to client payroll funds that are held in CBIZ accounts, as is industry practice. A description of the revenue recognition, based on the service provided, insurance product sold, and billing arrangement, is provided below: | |||||
• | Commissions Revenue — Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility for the collection of premiums from the insured (agency or indirect billing) are recognized as of the later of the effective date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes available; and life insurance commissions are recognized when the policy becomes effective, which can be either the effective date or the date payment is received and policy is bound. 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. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of different estimates or assumptions could produce different results. | ||||
Commissions which are based upon certain performance targets are recognized at the earlier of written notification that the target has been achieved or cash collection. | |||||
• | Fee income — Fee income is recognized in the period in which services are provided and may be based on predetermined agreed-upon fixed fees, actual hours incurred on an hourly fee basis, or asset-based fees. Revenue for fixed-fee arrangements is recognized on a straight-line basis over the contract period, as these services are provided to clients continuously throughout the term of the arrangement. Revenue which is based upon actual hours incurred is recognized as services are performed. | ||||
Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is typically when either market valuation information is available, the data necessary to compute fees is made available by third party administrators or when cash is received. CBIZ only recognizes revenue when cash is received for those arrangements where the data necessary to compute the Company’s fee is not available to the Company in a timely manner. | |||||
• | Payroll — Revenue related to payroll processing fees is recognized when the actual payroll processing occurs. Revenue related to investment income earned on payroll funds is based upon actual amounts earned on those funds and is recognized in the period that the income is earned. | ||||
National Practices — The business units that comprise the National Practices group offer a variety of services. A description of revenue recognition associated with the primary services is provided below: | |||||
• | Technology Consulting — Revenue consists of services that primarily relate to the installation, maintenance and repair of hardware. These services are charged to customers based on cost plus an agreed-upon markup percentage. | ||||
• | Health Care Consulting — Clients are billed for health care consulting services based upon a predetermined agreed-upon fixed fee, a time and expense model, or as a percentage of savings. Revenue for fixed fee and time and expense arrangements is recognized over the performance period based upon actual hours incurred, and revenue that is contingent upon savings is recognized after contingencies have been resolved and verified by a third party. | ||||
Operating Expenses | |||||
Operating expenses represent costs of service and other costs incurred to operate CBIZ’s business units and are primarily comprised of personnel costs and occupancy related expenses. Personnel costs include base compensation, commissions, payroll taxes, gains or losses earned on assets of the deferred compensation plan, and benefits, which are recognized as expense as they are incurred. Personnel costs also include share-based and incentive compensation costs, which are estimated and accrued on a monthly basis. The ultimate determination of incentive compensation is made after year-end results are finalized. Total personnel costs were $487.0 million, $459.8 million and $417.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
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. Total occupancy costs were $37.1 million, $36.0 million and $34.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Operating Leases | |||||
CBIZ leases most of its office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as other non-current liabilities. | |||||
CBIZ may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. | |||||
Share-Based Awards | |||||
The measurement and recognition of compensation cost for all share-based payment awards made to employees and non-employee directors is based on the fair value of the award. Accordingly, CBIZ recognizes share-based compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term of up to four years. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as operating expenses or G&A expenses, depending on where the respective individual’s compensation is recorded. | |||||
New Accounting Pronouncements | |||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2013-11 (“ASU 2013-11”) “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. ASU 2013-11 states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward. The exception to this treatment is as follows: to the extent an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or if the entity is not required to use and does not intend to use the deferred tax asset, then the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 does not require any additional recurring disclosures. Effective January 1, 2014, CBIZ adopted ASU 2013-11 and as a result reclassified approximately $1.2 million of unrecognized tax benefits to reduce the Company’s deferred tax assets. There was no impact to the accompanying Consolidated Statements of Comprehensive Income as a result of the adoption of ASU 2013-11. | |||||
In April 2014, the FASB issued ASU No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of an Entity.” The amendments in ASU 2014-08 change the requirements for reporting discontinued operations. A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The update is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014. | |||||
In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. ASU 2014-09 will require entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 31, 2016, including interim periods. CBIZ will have the option to apply the provisions of ASU 2014-09 either retrospectively to each reporting period presented, or retrospectively with the cumulative effect of applying this standard at the date of initial application. Early adoption is not permitted. CBIZ is currently evaluating the method of adoption and the impact that ASU 2014-09 will have on CBIZ’s accompanying consolidated financial statements. |
Accounts_Receivable_Net
Accounts Receivable, Net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Accounts Receivable, Net | 2. Accounts Receivable, Net | ||||||||||||
Accounts receivable, net balances at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Trade accounts receivable | $ | 107,174 | $ | 105,814 | |||||||||
Unbilled revenue, at net realizable value | 47,789 | 42,224 | |||||||||||
Total accounts receivable | 154,963 | 148,038 | |||||||||||
Allowance for doubtful accounts | (11,915 | ) | (9,975 | ) | |||||||||
Accounts receivable, net | $ | 143,048 | $ | 138,063 | |||||||||
Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of period | $ | (9,975 | ) | $ | (11,363 | ) | $ | (8,689 | ) | ||||
Provision for losses | (5,740 | ) | (4,664 | ) | (5,051 | ) | |||||||
Charge-offs, net of recoveries | 3,800 | 6,052 | 2,377 | ||||||||||
Balance at end of period | $ | (11,915 | ) | $ | (9,975 | ) | $ | (11,363 | ) | ||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property and Equipment, Net | 3. Property and Equipment, Net | ||||||||||||
Property and equipment, net at December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Buildings and leasehold improvements | $ | 19,371 | $ | 18,380 | |||||||||
Furniture and fixtures | 21,979 | 22,087 | |||||||||||
Capitalized software | 35,549 | 34,983 | |||||||||||
Equipment | 11,486 | 10,310 | |||||||||||
Total property and equipment | 88,385 | 85,760 | |||||||||||
Accumulated depreciation and amortization | (69,910 | ) | (66,805 | ) | |||||||||
Property and equipment, net | $ | 18,475 | $ | 18,955 | |||||||||
Depreciation expense related to property and equipment for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating expenses | $ | 4,940 | $ | 4,425 | $ | 4,381 | |||||||
Corporate general and administrative expenses | 413 | 331 | 307 | ||||||||||
Total depreciation expense | $ | 5,353 | $ | 4,756 | $ | 4,688 | |||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Goodwill and Other Intangible Assets, Net | 4. Goodwill and Other Intangible Assets, Net | ||||||||||||||||
The components of goodwill and other intangible assets, net at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill | $ | 435,231 | $ | 384,697 | |||||||||||||
Intangibles: | |||||||||||||||||
Client lists | 140,187 | 132,637 | |||||||||||||||
Other intangibles | 6,482 | 2,355 | |||||||||||||||
Total intangibles | 146,669 | 134,992 | |||||||||||||||
Total goodwill and other intangibles assets | 581,900 | 519,689 | |||||||||||||||
Accumulated amortization: | |||||||||||||||||
Client lists | (54,213 | ) | (51,016 | ) | |||||||||||||
Other intangibles | (1,225 | ) | (1,025 | ) | |||||||||||||
Total accumulated amortization | (55,438 | ) | (52,041 | ) | |||||||||||||
Goodwill and other intangible assets, net | $ | 526,462 | $ | 467,648 | |||||||||||||
Goodwill | |||||||||||||||||
Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||||||
Financial | Employee | National | Total | ||||||||||||||
Services | Services | Practices | Goodwill | ||||||||||||||
December 31, 2012 | $ | 259,038 | $ | 114,418 | $ | 1,666 | $ | 375,122 | |||||||||
Additions | 1,677 | 7,898 | — | 9,575 | |||||||||||||
December 31, 2013 | $ | 260,715 | $ | 122,316 | $ | 1,666 | $ | 384,697 | |||||||||
Additions | 9,452 | 42,619 | — | 52,071 | |||||||||||||
Divestitures | (1,537 | ) | — | — | (1,537 | ) | |||||||||||
December 31, 2014 | $ | 268,630 | $ | 164,935 | $ | 1,666 | $ | 435,231 | |||||||||
Businesses acquired during 2014 resulted in additions to goodwill of approximately $51.9 million, of which $9.3 million was recorded in the Financial Services practice group and $42.6 million was recorded in the Employee Services practice group. Businesses acquired during 2013 resulted in additions to goodwill of approximately $9.3 million, of which $1.4 million was recorded in the Financial Services practice group and $7.9 million was recorded in the Employee Services practice group. The remaining increases in goodwill during 2014 and 2013 were a result of final working capital adjustments. Refer to Note 19 for further discussion of acquisition activities. CBIZ divested one business within the Financial Services practice group during the year ended December 31, 2014 resulting in a decrease to goodwill of $1.5 million. No businesses having goodwill were divested in 2013. | |||||||||||||||||
Goodwill Impairment | |||||||||||||||||
During the fourth quarter of 2014, CBIZ performed its goodwill impairment testing utilizing a qualitative assessment for each of its reporting units that carried a goodwill balance. The qualitative assessment included an in-depth analysis of many factors, including general economic conditions, industry and market conditions, a broad scope of financial factors, the Company’s weighted average cost of capital, changes in management and key personnel, the Company’s price of its common stock, as well as other drivers of a fair value analysis. As a result of the Company’s qualitative assessment, it was concluded that it was more-likely-than-not that the fair value of each of its reporting units was greater than their respective carrying values, thus resulting in no indication of impairment of goodwill. | |||||||||||||||||
Client Lists and Other Intangibles | |||||||||||||||||
At December 31, 2014, the weighted average amortization period remaining for total intangible assets was 8.4 years. Client lists are amortized over their expected period of benefit and had a weighted-average amortization period of 8.2 years remaining at December 31, 2014. Other intangibles are amortized over periods ranging from two to fifteen years, and had a weighted-average amortization period of 11.3 years remaining at December 31, 2014. | |||||||||||||||||
Amortization expense related to client lists and other intangible assets for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Operating expenses | $ | 14,462 | $ | 13,520 | $ | 11,443 | |||||||||||
Corporate general and administrative expenses | 16 | 15 | 16 | ||||||||||||||
Total amortization expense | $ | 14,478 | $ | 13,535 | $ | 11,459 | |||||||||||
Amortization expense for existing client lists and other intangible assets for each of the next five years ending December 31 is estimated to be (in thousands): | |||||||||||||||||
2015 | $ | 14,009 | |||||||||||||||
2016 | $ | 13,346 | |||||||||||||||
2017 | $ | 12,885 | |||||||||||||||
2018 | $ | 12,033 | |||||||||||||||
2019 | $ | 8,162 |
Financial_Instruments
Financial Instruments | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||||||
Financial Instruments | 5. Financial Instruments | ||||||||||||||||||||
The carrying amounts of CBIZ’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates. The fair value of CBIZ’s convertible senior subordinated notes is based upon quoted market prices. These convertible senior subordinated notes have fixed interest rates and conversion features which are based upon the market value of CBIZ’s common stock. Therefore, the fair value of the convertible senior subordinated notes will fluctuate as market rates of interest and the market value of CBIZ’s common stock fluctuate. | |||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||
Financial instruments that may subject CBIZ to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. CBIZ places its cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with any one financial institution. CBIZ’s 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 | |||||||||||||||||||||
CBIZ held corporate and municipal bonds with par values totaling $36.4 million and $29.0 million at December 31, 2014 and 2013, respectively. All bonds are investment grade and are classified as available-for-sale. CBIZ’s bonds have maturity dates or callable dates ranging from January 2015 through November 2019, and are included in “Funds held for clients – current” in the accompanying Consolidated Balance Sheets based on the intent and ability of the Company to sell these investments at any time under favorable conditions. | |||||||||||||||||||||
The following table summarizes CBIZ’s bond activity for the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Fair value at January 1 | $ | 30,011 | $ | 29,776 | |||||||||||||||||
Purchases | 14,089 | 5,650 | |||||||||||||||||||
Sales | (245 | ) | (845 | ) | |||||||||||||||||
Maturities and calls | (6,426 | ) | (4,050 | ) | |||||||||||||||||
Increase (decrease) in bond premium | 1,155 | (270 | ) | ||||||||||||||||||
Fair market value adjustment | (185 | ) | (250 | ) | |||||||||||||||||
Fair value at December 31 | $ | 38,399 | $ | 30,011 | |||||||||||||||||
Interest Rate Swaps | |||||||||||||||||||||
CBIZ uses interest rate swaps to manage interest rate risk exposure primarily through converting portions of floating rate debt under the credit facility to a fixed rate basis. These agreements involve the receipt or payment of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amounts. CBIZ does not enter into derivative instruments for trading or speculative purposes. | |||||||||||||||||||||
The CBIZ interest rate swap is designated as a cash flow hedge. Accordingly, the interest rate swap is recorded as either an asset or liability in the accompanying Consolidated Balance Sheets at fair value. Changes in fair value are recorded as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent the swap is effective. Amounts recorded to AOCL are reclassified to interest expense as interest on the underlying debt is recognized. Amounts due related to the swap are recorded as adjustments to interest expense when incurred or payable. | |||||||||||||||||||||
At inception, the critical terms of the interest rate swap matched the underlying risk being hedged, and as such the interest rate swap is expected to be highly effective in offsetting fluctuations in the designated interest payments resulting from changes in the benchmark interest rate. The interest rate swap is assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis. For the years ended December 31, 2014 and 2013, the interest rate swap was deemed to be highly effective. | |||||||||||||||||||||
As a result of the use of derivative instruments, CBIZ is exposed to risks that the counterparties would fail to meet their contractual obligations. To mitigate the counterparty credit risk, CBIZ only entered into contracts with selected major financial institutions based upon their credit ratings and other factors, and continually assesses the creditworthiness of counterparties. At December 31, 2014 and 2013, all of the counterparties to CBIZ’s interest rate swap had investment grade ratings. There are no credit risk-related contingent features in CBIZ’s interest rate swap nor does the swap contain provisions under which the Company would be required to post collateral. | |||||||||||||||||||||
At December 31, 2014 and 2013, the interest rate swap was classified as a liability derivative. The following table summarizes CBIZ’s outstanding interest rate swap and its classification in the accompanying Consolidated Balance Sheets at December 31, 2014 and 2013 (in thousands). | |||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||
Notional | Fair | Balance Sheet | |||||||||||||||||||
Amount | Value (2) | Location | |||||||||||||||||||
Interest rate swap (1) | $ | 25,000 | $ | (126 | ) | Other current and non-current liabilities | |||||||||||||||
December 31, 2013 | |||||||||||||||||||||
Notional | Fair | Balance Sheet | |||||||||||||||||||
Amount | Value (2) | Location | |||||||||||||||||||
Interest rate swap | $ | 40,000 | $ | (452 | ) | Other current and non-current liabilities | |||||||||||||||
-1 | Represents interest rate swap with a notional value of $25 million which will expire in June 2015. Under the terms of the interest rate swap, CBIZ pays interest at a fixed rate of 1.41% plus applicable margin as stated in the agreement, and received interest that varied with the three-month LIBOR. | ||||||||||||||||||||
-2 | See additional disclosures regarding fair value measurements in Note 6. | ||||||||||||||||||||
The following table summarizes the effects of the interest rate swap on CBIZ’s accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||
Gain recognized in | Loss reclassified | ||||||||||||||||||||
AOCL, net of tax | from AOCL into expense | ||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Location | |||||||||||||||||
Interest rate swap | $ | 206 | $ | 230 | $ | (376 | ) | $ | (459 | ) | Interest expense |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 6. Fair Value Measurements | ||||||||||||||||
The valuation hierarchy under GAAP categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: | |||||||||||||||||
• | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||||
• | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||||||||||
• | Level 3 — inputs to the valuation methodology are unobservable and are significant to the fair value measurement. | ||||||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | |||||||||||||||||
The following table summarizes CBIZ’s assets and liabilities at December 31, 2014 and 2013 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 the Company to determine such fair value (in thousands): | |||||||||||||||||
Level | December 31, | December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred compensation plan assets | 1 | $ | 60,290 | $ | 51,953 | ||||||||||||
Corporate and municipal bonds | 1 | $ | 38,399 | $ | 30,011 | ||||||||||||
Interest rate swap | 2 | $ | (126 | ) | $ | (452 | ) | ||||||||||
Contingent purchase price liabilities | 3 | $ | (33,368 | ) | $ | (25,196 | ) | ||||||||||
For the years ended December 31, 2014 and 2013, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in fair value of the Company’s contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2014 and 2013 (pre-tax basis, in thousands): | |||||||||||||||||
Contingent | |||||||||||||||||
Purchase Price | |||||||||||||||||
Liabilities | |||||||||||||||||
Beginning balance — January 1, 2013 | $ | (30,012 | ) | ||||||||||||||
Additions from business acquisitions | (5,487 | ) | |||||||||||||||
Payment of contingent purchase price payable | 11,511 | ||||||||||||||||
Change in fair value of contingency | (1,102 | ) | |||||||||||||||
Change in net present value of contingency | (106 | ) | |||||||||||||||
Balance — December 31, 2013 | $ | (25,196 | ) | ||||||||||||||
Additions from business acquisitions | (19,353 | ) | |||||||||||||||
Payment of contingent purchase price payable | 5,230 | ||||||||||||||||
Change in fair value of contingency | 6,080 | ||||||||||||||||
Change in net present value of contingency | (129 | ) | |||||||||||||||
Balance — December 31, 2014 | $ | (33,368 | ) | ||||||||||||||
Contingent Purchase Price Liabilities — Contingent purchase price liabilities result from business acquisitions and are classified as Level 3 due to the utilization of a probability weighted discounted cash flow approach to determine the fair value of the contingency. A contingent liability is established for each acquisition that has a contingent purchase price component and normally extends over a term of two to six years. The significant unobservable input used in the fair value measurement of the contingent purchase price liabilities is the future performance of the acquired business. The future performance of the acquired business directly impacts the contingent purchase price that is paid to the seller, thus performance that exceeds target could result in a higher payout, and a performance under target could result in a lower payout. Changes in the expected amount of potential payouts are recorded as adjustments to the initial contingent purchase price liability, with the same amount being recorded in the accompanying Consolidated Statements of Comprehensive Income. These liabilities are reviewed quarterly and adjusted if necessary. See Note 19 for further discussion of contingent purchase price liabilities. | |||||||||||||||||
The following table presents financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Value | Value | Value | Value | ||||||||||||||
2006 Notes | $ | 750 | $ | 750 | $ | 750 | $ | 750 | |||||||||
2010 Notes | $ | 95,819 | $ | 118,157 | $ | 124,506 | $ | 173,779 | |||||||||
The fair value was determined based upon their most recent quoted market price and as such, is considered to be a Level 1 fair value measurement. The 2006 Notes and 2010 Notes are carried at face value less any unamortized debt discount. See Note 8 for further discussion of CBIZ’s debt instruments. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 7. Income Taxes | ||||||||||||
For financial reporting purposes, income from continuing operations before income taxes includes the following components (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 50,385 | $ | 41,809 | $ | 37,970 | |||||||
Foreign (Canada) | 183 | 147 | 187 | ||||||||||
Total | $ | 50,568 | $ | 41,956 | $ | 38,157 | |||||||
Income tax expense included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Continuing operations: | |||||||||||||
Current: | |||||||||||||
Federal | $ | 15,749 | $ | 13,880 | $ | 13,621 | |||||||
Foreign | 47 | 47 | 47 | ||||||||||
State and local | 1,782 | 2,311 | 2,779 | ||||||||||
Total | 17,578 | 16,238 | 16,447 | ||||||||||
Deferred: | |||||||||||||
Federal | 952 | (394 | ) | (1,423 | ) | ||||||||
State and local | 1,624 | 733 | (660 | ) | |||||||||
Total | 2,576 | 339 | (2,083 | ) | |||||||||
Total income tax expense from continuing operations | 20,154 | 16,577 | 14,364 | ||||||||||
Discontinued operations: | |||||||||||||
Operations of discontinued operations: | |||||||||||||
Current | 51 | 3,107 | 4,590 | ||||||||||
Deferred | (222 | ) | (653 | ) | 361 | ||||||||
Total | (171 | ) | 2,454 | 4,951 | |||||||||
Gain on disposal of discontinued operations: | |||||||||||||
Current | 34 | 49,973 | 52 | ||||||||||
Deferred | — | (776 | ) | — | |||||||||
Total | 34 | 49,197 | 52 | ||||||||||
Total income tax expense from discontinued operations | (137 | ) | 51,651 | 5,003 | |||||||||
Total income tax expense | $ | 20,017 | $ | 68,228 | $ | 19,367 | |||||||
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): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax at statutory rate (35%) | $ | 17,699 | $ | 14,684 | $ | 13,355 | |||||||
State taxes (net of federal benefit) | 3,361 | 2,020 | 970 | ||||||||||
Business meals and entertainment — non-deductible | 667 | 624 | 674 | ||||||||||
Reserves for uncertain tax positions | (1,724 | ) | (531 | ) | (432 | ) | |||||||
Other, net | 151 | (220 | ) | (203 | ) | ||||||||
Provision for income taxes from continuing operations | $ | 20,154 | $ | 16,577 | $ | 14,364 | |||||||
Effective income tax rate | 39.9 | % | 39.5 | % | 37.6 | % | |||||||
The income tax benefits associated with the exercise of non-qualified stock options and restricted stock awards reflected in additional paid-in-capital were $0.5 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively. There were none in the year ended December 31, 2012. | |||||||||||||
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, were as follows (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards . | $ | 973 | $ | 2,026 | |||||||||
Allowance for doubtful accounts | 3,028 | 2,663 | |||||||||||
Employee benefits and compensation | 25,238 | 23,774 | |||||||||||
Lease costs | 3,959 | 4,398 | |||||||||||
State tax credit carryforwards | 1,496 | 2,240 | |||||||||||
Other deferred tax assets | 3,175 | 3,581 | |||||||||||
Total gross deferred tax assets | 37,869 | 38,682 | |||||||||||
Less: valuation allowance | (1,079 | ) | (926 | ) | |||||||||
Total deferred tax assets, net | $ | 36,790 | $ | 37,756 | |||||||||
Deferred tax liabilities: | |||||||||||||
Accrued interest | $ | 5,878 | $ | 8,584 | |||||||||
Client list intangible assets | 4,016 | 3,915 | |||||||||||
Goodwill and other intangibles | 22,284 | 17,876 | |||||||||||
Contingent purchase price liabilities | 3,590 | 1,977 | |||||||||||
Other deferred tax liabilities | 248 | 222 | |||||||||||
Total gross deferred tax liabilities | $ | 36,016 | $ | 32,574 | |||||||||
Net deferred tax asset | $ | 774 | $ | 5,182 | |||||||||
CBIZ has established valuation allowances for certain states’ deferred tax assets, primarily related to portions of the state net operating loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2014 and December 31, 2013. The net increase in the valuation allowance for the year ended December 31, 2014 of $0.2 million primarily related to a change in the valuation allowance for a state tax credit carryforward. The net decrease in the valuation allowance for the year ended December 31, 2013 of $0.2 million primarily related to changes in the valuation allowance for NOL’s. | |||||||||||||
In assessing the realizability 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. | |||||||||||||
CBIZ and its subsidiaries file income tax returns in the United States, Canada, and most state jurisdictions. In October 2013, the Internal Revenue Service (“IRS”) completed its audit of the Company’s 2010 federal income tax return. The Company paid a nominal amount related to the settlement of the audit. CBIZ’s federal income tax returns for years ending prior to January 1, 2011 are no longer subject to examination. In February 2015, the Company was informed that the IRS will commence an audit of its 2013 federal tax return. With limited exceptions, CBIZ’s 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, 2010 and January 1, 2009, respectively. | |||||||||||||
The availability of NOL’s and state tax credits are reported as deferred tax assets, net of applicable valuation allowances, in the accompanying Consolidated Balance Sheets. At December 31, 2014, the Company has state net operating loss carryforwards of $29.2 million and state tax credit carryforwards of $1.6 million. The state net operating loss carryforwards expire on various dates between 2015 and 2030 and the state tax credit carryforwards expire on various dates between 2018 and 2036. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at January 1 | $ | 5,508 | $ | 3,618 | $ | 3,979 | |||||||
Additions for tax positions of the current year | 1,107 | 2,647 | 212 | ||||||||||
Additions for tax positions of prior years | 118 | — | 323 | ||||||||||
Settlements of prior year positions | (1,343 | ) | — | — | |||||||||
Lapse of statutes of limitation | (799 | ) | (757 | ) | (896 | ) | |||||||
Balance at December 31 | $ | 4,591 | $ | 5,508 | $ | 3,618 | |||||||
Included in the balance of unrecognized tax benefits at December 31, 2014 are $2.9 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company believes it is reasonably possible that certain of these unrecognized tax benefits could change in the next twelve months. CBIZ expects reductions in the liability for unrecognized tax benefits of approximately $0.3 million within the next twelve months due to expiration of statutes of limitation. Given the number of years that are currently subject to examination, the Company is unable to estimate the range of potential adjustments to the remaining balance of unrecognized tax benefits at this time. | |||||||||||||
CBIZ recognizes interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. During 2014, the Company accrued interest expense of $0.3 million and, as of December 31, 2014, had recognized a liability for interest expense and penalties of $0.3 million and $0.3 million, respectively, relating to unrecognized tax benefits. During 2013, the Company accrued interest expense of $0.2 million and penalties of $0.2 million and, as of December 31, 2013, had recognized a liability for interest expense and penalties of $0.3 million and $0.3 million, respectively, relating to unrecognized tax benefits. |
Borrowing_Arrangements
Borrowing Arrangements | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Borrowing Arrangements | 8. Borrowing Arrangements | ||||||||
CBIZ had two primary debt arrangements at December 31, 2014 that provide the Company with the capital necessary to meet its working capital needs as well as the flexibility to continue with its strategic initiatives, including business acquisitions and share repurchases: the 4.875% 2010 Convertible Senior Subordinated Notes (“2010 Notes”) in an aggregate outstanding principal amount of $97.6 million and a $400.0 million unsecured credit facility (the “credit facility”). A third debt arrangement, the 2006 Convertible Senior Subordinated Notes (“2006 Notes”), has been significantly reduced as a result of the repurchase of most of the outstanding 2006 Notes in 2010 and 2011 as is discussed more fully below. | |||||||||
2010 Convertible Senior Subordinated Notes | |||||||||
On September 27, 2010, CBIZ sold and issued $130.0 million of 2010 Notes to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The 2010 Notes are direct, unsecured, senior subordinated obligations of CBIZ and rank (i) junior in right of payment to all of CBIZ’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all existing and future obligations, if any, that are designated as subordinated to the 2010 Notes. In connection with the issuance and sale of the 2010 Notes, CBIZ entered into an indenture (the “2010 Indenture”) dated as of September 27, 2010, with U.S. Bank National Association as trustee. | |||||||||
The terms of the 2010 Notes are governed by the 2010 Indenture. The 2010 Notes bear interest at a rate of 4.875% per annum, payable in cash semi-annually in arrears on April 1 and October 1 beginning April 1, 2011. The 2010 Notes mature on October 1, 2015 unless earlier redeemed, repurchased or converted. The holders of the 2010 Notes may convert their 2010 Notes beginning July 31, 2015, or earlier if the market price per share of CBIZ common stock exceeds 135% of the conversion price for at least 20 days during the period of 30 consecutive trading days ending on the final trading day of the preceding quarter. The 2010 Notes are convertible into CBIZ common stock at a rate equal to 134.9255 shares per $1,000 principal amount of the 2010 Notes (equal to an initial conversion price of approximately $7.41 per share), subject to adjustment as described in the 2010 Indenture. Upon conversion, CBIZ will deliver for each $1,000 principal amount of 2010 Notes, an amount consisting of cash equal to the lesser of $1,000 or the conversion value (as defined in the 2010 Indenture) and, to the extent that the conversion value exceeds $1,000, at CBIZ’s election or as required by the rules of the New York Stock Exchange, cash or shares of CBIZ common stock in respect to the remainder. | |||||||||
If CBIZ undergoes a “fundamental change” (as defined in the 2010 Indenture), holders of the 2010 Notes will have the right, subject to certain conditions, to require CBIZ to repurchase for cash all or a portion of their 2010 Notes at a repurchase price equal to 100.0% of the principal amount of the 2010 Notes to be repurchased plus accrued and unpaid interest, including additional amounts, if any. | |||||||||
During the year ended December 31, 2014, the Company paid cash of $30.6 million and issued 1.5 million shares of CBIZ common stock in exchange for retiring $32.4 million of its outstanding $130.0 million 2010 Notes in privately negotiated transactions. Notes repurchased are deemed to be extinguished. | |||||||||
The carrying amount of the 2010 Notes at December 31, 2014 and 2013 was as follow (in thousands): | |||||||||
2014 | 2013 | ||||||||
Principal amount of notes | $ | 97,650 | $ | 130,000 | |||||
Unamortized discount | (1,831 | ) | (5,494 | ) | |||||
Net carrying amount | $ | 95,819 | $ | 124,506 | |||||
The discount on the liability component of the 2010 Notes is being amortized using the effective interest method based upon an annual effective rate of 7.5%, which represented the market rate for similar debt without a conversion option at the issuance date. The discount is being amortized over the term of the 2010 Notes which is five years from the date of issuance. At December 31, 2014, the unamortized discount had a remaining amortization period of approximately 9 months. | |||||||||
At December 31, 2014 and 2013, the 2010 Notes were classified as a non-current liability. The 2010 Notes mature on October 1, 2015 and it is Management’s intention to retire the 2010 Notes during the year ended December 31, 2015 with the amounts available under the credit facility. In addition, the Company may repurchase additional 2010 Notes in privately negotiated transactions. | |||||||||
2006 Convertible Senior Subordinated Notes | |||||||||
On May 30, 2006, CBIZ sold and issued $100.0 million in convertible senior subordinated notes. These 2006 Notes are direct, unsecured, senior subordinated obligations of CBIZ and rank (i) junior in right of payment to all of CBIZ’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness. The 2006 Notes bear interest at a rate of 3.125% per annum, payable in cash semi-annually in arrears on each June 1 and December 1. The 2006 Notes are convertible into CBIZ common stock at a rate equal to 94.1035 shares per $1,000 principal amount of the 2006 Notes (equal to an initial conversion price of approximately $10.63 per share), subject to adjustment as described in the 2006 Indenture. | |||||||||
On September 27, 2010, concurrent with the closing of the 2010 Notes, CBIZ repurchased $60.0 million of the 2006 Notes at par through privately negotiated transactions. On June 1, 2011, the note holders provided notice to the Company to redeem an additional $39.3 million of the 2006 Notes. The 2006 Notes were settled in cash for the principal amount and any accrued and unpaid interest. The remaining $750,000 of 2006 Notes may be redeemed by CBIZ at any time until the due date of June 1, 2026. At December 31, 2014 and 2013, the 2006 Notes were classified as a non-current liability since the remaining note holders cannot cause the redemption of their notes until June 1, 2016. It is Management’s intention to retire the remaining $750,000 of the 2006 Notes during the year ended December 31, 2015 with the amounts available under the credit facility. | |||||||||
The carrying amount of the 2006 Notes at December 31, 2014 and 2013 was as follow (in thousands): | |||||||||
2014 | 2013 | ||||||||
Principal amount of notes | $ | 750 | $ | 750 | |||||
Unamortized discount | — | — | |||||||
Net carrying amount | $ | 750 | $ | 750 | |||||
For the years ended December 31, 2014 and 2013, CBIZ recognized interest expense on the 2010 Notes and the 2006 Notes as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Contractual coupon interest | $ | 5,719 | $ | 6,361 | |||||
Amortization of discount | 2,728 | 2,840 | |||||||
Amortization of deferred financing costs | 644 | 720 | |||||||
Total interest expense | $ | 9,091 | $ | 9,921 | |||||
Bank Debt | |||||||||
On July 28, 2014, CBIZ replaced its $275.0 million unsecured credit facility with a new $400.0 million unsecured credit facility (the “credit facility”) with Bank of America, N.A., as agent for a group of eight participating banks. The credit facility will provide the Company with the continued ability to grow through strategic acquisitions and the flexibly to refinance the 2010 Notes. In addition, the new credit facility will enable the Company to lower borrowing costs and simplify its capital structure. The new credit facility will expire in July 2019. The balance outstanding under the then-applicable credit facility was $107.4 million and $48.5 million at December 31, 2014 and December 31, 2013, respectively. Rates for the years ended December 31, 2014 and 2013 were as follows: | |||||||||
2014 | 2013 | ||||||||
Weighted average rates | 2.44% | 2.99% | |||||||
Range of effective rates | 1.87% - 4.00% | 1.88% - 3.91% | |||||||
CBIZ had approximately $185.0 million of available funds under the credit facility at December 31, 2014. 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 and outstanding borrowings on the credit facility. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility. | |||||||||
Management’s intention is to retire the 2010 and 2006 Notes during the year ended December 31, 2015 with the amounts available under the credit facility. In addition, the Company may repurchase additional 2010 Notes in privately negotiated transactions. | |||||||||
The credit facility provides CBIZ operating flexibility and funding to support seasonal working capital needs and other strategic initiatives such as acquisitions and share repurchases. The credit facility is subject to certain financial covenants that may limit CBIZ’s ability to borrow up to the total commitment amount. Covenants require CBIZ to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage ratio. As of December 31, 2014, CBIZ believes it is in compliance with its debt covenants. The credit facility also places restrictions on CBIZ’s ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. According to the terms of the credit facility, CBIZ is not permitted to declare or make any dividend payments, other than dividend payments made by one of its wholly-owned subsidiaries to the parent company. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Accumulated Other Comprehensive Loss | 9. Accumulated Other Comprehensive Loss | ||||||||
The components of accumulated other comprehensive loss at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Net unrealized (losses) gains on available-for-sale securities, net of income tax (benefit) expense of $(37) and $37, respectively | $ | (58 | ) | $ | 59 | ||||
Net unrealized loss on interest rate swap, net of income tax benefit of $47 and $167, respectively | (79 | ) | (285 | ) | |||||
Foreign currency translation | (558 | ) | (499 | ) | |||||
Accumulated other comprehensive loss | $ | (695 | ) | $ | (725 | ) | |||
Lease_Commitments
Lease Commitments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Lease Commitments | 10. Lease Commitments | ||||||||||||
Operating Leases | |||||||||||||
CBIZ leases certain of its office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2014 were as follows (in thousands): | |||||||||||||
Year Ending | Gross Operating | Sub-Leases (2) | Net Operating | ||||||||||
December 31, | Lease | Lease | |||||||||||
Commitments (1) | Commitments (1) | ||||||||||||
2015 | $ | 34,424 | $ | 875 | $ | 33,549 | |||||||
2016 | 31,422 | 699 | 30,723 | ||||||||||
2017 | 24,486 | — | 24,486 | ||||||||||
2018 | 20,800 | — | 20,800 | ||||||||||
2019 | 14,986 | — | 14,986 | ||||||||||
Thereafter | 58,627 | — | 58,627 | ||||||||||
Total | $ | 184,745 | $ | 1,574 | $ | 183,171 | |||||||
-1 | Includes lease commitments accrued in the consolidation and integration reserve as of December 31, 2014 as further described in Note 12. | ||||||||||||
-2 | A substantial portion of the sub-leases relate to restructuring lease obligations and are reflected in the consolidation and integration reserve as further described in Note 12. | ||||||||||||
Rent expense for continuing operations (excluding consolidation and integration charges) incurred under operating leases was $34.3 million, $33.9 million and $32.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Rent expense does not necessarily reflect cash payments, as described under “Operating Leases” in Note 1. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies |
Acquisitions | |
The purchase price that CBIZ normally pays 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’ actual future performance. The fair value of the purchase price contingency related to businesses is recorded at the date of acquisition and remeasured each reporting period until the liability is settled. Shares of CBIZ common stock that are issued in connection with acquisitions may be contractually restricted from sale for periods up to one year. Acquisitions are further disclosed in Note 19. | |
Indemnifications | |
CBIZ has various agreements in which it 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 CBIZ 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 CBIZ under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by CBIZ and to dispute resolution procedures specified in the particular contract. Further, CBIZ’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances, CBIZ may have recourse against third parties for certain payments made by CBIZ. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of CBIZ’s obligations and the unique facts of each particular agreement. Historically, CBIZ has not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2014, CBIZ was not aware of any obligations arising under indemnification agreements that would require material payments. | |
Employment Agreements | |
CBIZ maintains severance and employment agreements with certain of its executive officers, whereby such officers may be entitled to payment in the event of termination of their employment. CBIZ also has arrangements with certain non-executive employees which may include severance and other employment provisions. CBIZ accrues for amounts payable under these contracts and arrangements as triggering events occur and obligations become known. During the years ended December 31, 2014, 2013 and 2012, payments regarding such contracts and arrangements were not material. | |
Letters of Credit and Guarantees | |
CBIZ provides letters of credit to landlords (lessors) of its leased premises in lieu of cash security deposits which totaled $2.3 million and $2.5 million at December 31, 2014 and 2013. In addition, CBIZ provides license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $1.9 million and $2.4 million at December 31, 2014 and 2013, respectively. | |
CBIZ acted as guarantor on various letters of credit for a CPA firm with which it has an affiliation, which totaled $1.9 million at December 31, 2014 and 2013. CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded as other current liabilities in the accompanying Consolidated Balance Sheets. Management does not expect any material changes to result from these instruments as performance under the guarantees is not expected to be required. | |
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 PC, et al. Prior to these suits CBIZ MHM, LLC was named as a defendant in Jeffery C. Stone v. Greenberg Traurig LLP, et al. The Stone case was subsequently voluntarily dismissed by the plaintiff. | |
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. | |
Mortgages Ltd. had been audited by Mayer Hoffman McCann PC (“Mayer Hoffman”), a CPA firm that has an administrative services agreement with CBIZ. The lawsuits asserted claims against Mayer Hoffman 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 either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law. CBIZ is not a CPA firm, does not provide audits, and did not audit any of the entities at issue in these lawsuits, nor is CBIZ a control person of, or a joint venture with, Mayer Hoffman. | |
In June 2011, the Facciola court, in which the plaintiffs were seeking to certify a class of all Mortgages Ltd. investors, granted the motions to dismiss filed by the CBIZ Parties and Mayer Hoffman. After that dismissal order, the plaintiffs moved the court to amend their complaint in an attempt to state a claim against the CBIZ Parties and Mayer Hoffman. In November 2011, the Facciola court denied the plaintiffs’ request to amend the complaint as to the CBIZ Parties and Mayer Hoffman. In June 2012, the remaining defendants in the Facciola case reached a class action settlement, which the court approved in October 2012. Eighteen class members, however, opted out of the settlement before it was finalized and, in September 2012, filed a new case against all of the defendants in the Facciola case, including the CBIZ Parties (Rader et al v. Greenberg Traurig, LLC, et al). In December 2012, the Facciola plaintiffs filed an appeal to the U.S. Court of Appeals for the Ninth Circuit of the dismissal of their case against the CBIZ Parties and Mayer Hoffman. On February 23, 2015 the U.S. Court of Appeals for the Ninth Circuit upheld the dismissal in its entirety. | |
The plaintiffs, except for the ML Liquidating Trust, alleged that they directly or indirectly invested in real estate mortgages through Mortgages Ltd. The Victims Recovery, Ashkenazi, Rader and Marsh plaintiffs sought monetary damages equivalent to their alleged losses on those investments. The ML Liquidating Trust asserted errors and omissions and breach of contract claims and sought monetary damages. The Ashkenazi complaint alleged damages of approximately $92.0 million; the Victims Recovery complaint alleged damages of approximately $53.0 million; the Rader complaint alleged damages in excess of $15.0 million; the Marsh complaint alleged damages in excess of $115.0 million; and the Facciola, and ML Liquidating Trust complaints alleged damages in excess of approximately $200.0 million. The plaintiffs in these suits also sought pre- and post-judgment interest, punitive damages and attorneys’ fees. | |
The CBIZ Parties filed motions to dismiss in all remaining cases. On March 11, 2013, the court issued a ruling dismissing the securities fraud and aiding and abetting securities fraud claims against the CBIZ Parties and Mayer Hoffman in the Marsh, Victims Recovery and Ashkenazi lawsuits, and also dismissed certain other claims in the Ashkenazi and Victims Recovery cases. | |
On April 12, 2013, the court denied the CBIZ Parties’ motion to dismiss the remaining claims in the Ashkenazi lawsuit. On May 7, 2013, the court in the ML Liquidating Trust lawsuit issued a ruling dismissing claims for deepening insolvency damages, negligence and breach of contract and holding that any claims related to the 2004 and 2005 Mayer Hoffman audits were barred by the statute of limitations. The court denied the motion as to the negligent misrepresentation claim. On June 14, 2013, the court dismissed the RICO, fraud and consumer fraud claims in the Marsh lawsuit, and denied the CBIZ Parties’ motion as to the negligent misrepresentation and aiding and abetting breaches of fiduciary duty claims. | |
The CBIZ Parties and Mayer Hoffman, without admitting any liability, have executed final settlements in the Victims Recovery, Ashkenazi, Rader and Marsh lawsuits. The CBIZ Parties did not pay any monetary amounts as part of these settlements. With the exception of claims held by two plaintiffs from the Ashkenazi lawsuit, all claims against the CBIZ Parties in the Victims Recovery, Ashkenazi, Rader and Marsh lawsuits have been dismissed with prejudice. The CBIZ Parties and Mayer Hoffman have reached a settlement in the ML Liquidating Trust lawsuit that is conditioned upon the approval of the United States bankruptcy court adjudicating Mortgages Ltd.’s bankruptcy. Two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”) were not part of that settlement and their claims, which allege damages of approximately $16.0 million, are proceeding. At this time limited discovery is proceeding in the Baldino Group matter and no trial date has been set. | |
The CBIZ Parties deny all allegations of wrongdoing made against them in these actions and are vigorously defending the remaining proceedings. In particular, the CBIZ Parties are not control persons under the Arizona Securities Act of, or in a joint venture with, Mayer Hoffman. The CBIZ Parties do not have, in any respects, the legal right to control Mayer Hoffman’s audits or any say in how the audits are conducted. The Company has been advised by Mayer Hoffman that it denies all allegations of wrongdoing made against it and that it intends to continue vigorously defending the matters. | |
The Company cannot predict the outcome of the above matters or estimate the possible loss or range of loss, if any. Although the remaining proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, management believes that the allegations are without merit and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. | |
In addition to those items disclosed above, the Company is, from time to time, subject to claims and suits arising in the ordinary course of business. Although the ultimate disposition of such proceedings is not presently determinable, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. |
Consolidation_and_Integration_
Consolidation and Integration Reserve | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Text Block [Abstract] | |||||
Consolidation and Integration Reserve | 12. Consolidation and Integration Reserve | ||||
CBIZ recognizes a liability for non-cancelable lease obligations at abandoned properties based upon the net present value of remaining lease payments, net of estimated sublease payments. The liability is determined and recognized as of the cease-use date and adjustments to the liability are made for changes in estimates in the period in which a change becomes known. | |||||
Consolidation and integration charges are comprised of expenses associated with CBIZ’s on-going efforts to consolidate operations and locations in fragmented markets to promote and strengthen cross-serving between various practice groups. These expenses result from individual actions in several markets and are not part of a company-wide program. Consolidation and integration charges include costs for moving facilities, non-cancelable lease obligations, adjustments to lease accruals based on changes in sublease assumptions, severance obligations, and other related expenses. | |||||
During the years ended December 31, 2014 and 2013, there were no significant consolidation or integration activities. Other charges against income for the years ended December 31, 2014 and 2013 related to net present value of interest and changes in assumptions for spaces under sub-lease. Activity during the years ended December 31, 2014 and 2013 was as follows (in thousands): | |||||
Consolidation | |||||
and Integration | |||||
Reserve | |||||
Reserve balance at December 31, 2012 | $ | 1,264 | |||
Adjustments against income (1) | 642 | ||||
Payments (2) | (895 | ) | |||
Reserve balance at December 31, 2013 | 1,011 | ||||
Adjustments against income (1) | 478 | ||||
Payments (2) | (365 | ) | |||
Reserve balance at December 31, 2014 | $ | 1,124 | |||
-1 | Adjustments against income are included in “operating expenses” in the accompanying Consolidated Statements of Comprehensive Income. | ||||
-2 | Payments are net of sub-lease payments received. | ||||
Cash commitments required under these obligations are included in the schedule of future minimum cash commitments in Note 10. Determination of the consolidation and integration reserve includes significant judgment and estimates by management, primarily with respect to CBIZ’s ability to sublease vacated space. Actual results could differ from those estimates. | |||||
Consolidation and integration charges primarily consist of lease consolidation and abandonment charges and were $0.5 million, $0.6 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Lease consolidation and integration charges are recorded as operating expenses in the accompanying Consolidated Statements of Comprehensive Income. |
Employee_Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | 13. Employee Benefits |
Employee Savings Plan | |
CBIZ sponsors a qualified 401(k) defined contribution plan that covers substantially all of its 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 CBIZ 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, 2014, 2013 and 2012 were approximately $8.5 million, $7.9 million and $7.2 million, respectively. | |
Deferred Compensation Plan | |
CBIZ sponsors a 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 deferred compensation plan obligation is established by CBIZ. 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 CBIZ and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets. | |
Assets of the 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). For the years ended December 31, 2014, 2013 and 2012, CBIZ recorded gains of $3.7 million, $8.2 million and $4.3 million, respectively, related to these investments. These investments are specifically designated as available to CBIZ solely for the purpose of paying benefits under the deferred compensation plan. However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that CBIZ becomes 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 CBIZ and is recorded as “Deferred compensation plan obligations” in the accompanying Consolidated Balance Sheets. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Common Stock | 14. Common Stock |
CBIZ’s authorized common stock consists of 250.0 million shares of common stock, par value $0.01 per share (“Common Stock”). The holders of CBIZ’s Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There are no cumulative voting rights with respect to the election of directors. Accordingly, the holder or holders of a majority of the outstanding shares of Common Stock will be able to elect the directors of CBIZ then standing for election as terms expire. Holders of Common Stock have no preemptive rights and are entitled to such dividends as may be declared by the Board of Directors of CBIZ out of funds legally available. The holders of CBIZ’s Common Stock are not entitled to any sinking fund, redemption or conversion rights. On liquidation, dissolution or winding up of CBIZ, the holders of Common Stock are entitled to share ratably in the net assets of CBIZ remaining after the payment to any and all creditors. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. | |
In 2010, CBIZ issued the 2010 Notes pursuant to Rule 144A of the Securities Act of 1933, as amended. For the year ended December 31, 2014, the Company paid cash of $30.6 million and issued 1.5 million shares of CBIZ common stock in exchange for retiring $32.4 million of its outstanding $130.0 million 2010 Notes in privately negotiated transactions. The Company cannot at this time determine the number of shares of Common Stock it will issue upon conversion of these notes, although the number of shares of Common Stock it will issue, if any, will be calculated as defined in the indenture agreements with U.S. Bank National Association as trustee. The 2006 Notes and 2010 Notes are further discussed in Note 8. | |
Treasury Stock | |
CBIZ’s Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2014, 2013 and 2012. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules. | |
The repurchase programs do not obligate CBIZ 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 CBIZ’s credit facility (described in Note 8) 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 $25.0 million. | |
During the year ended December 31, 2013, concurrent with the sale of MMP, CBIZ repurchased an additional 3.9 million shares from Westbury, a company organized by CBIZ founder Michael G. DeGroote, which was 50.0% of Westbury’s then current holdings of the Company’s common stock, at a price of $6.65 per share, which represented the 60-day moving average share price at July 1, 2013. The total cost of this repurchase was $25.7 million. See Note 18 for further discussion of the Westbury transactions. | |
CBIZ repurchased 3.2 million shares at a cost (including fees and commissions) of $26.6 million under the share repurchase program in 2014 and 1.0 million shares at a cost of $5.7 million in 2012. Excluding the shares repurchased from Westbury in 2013 as discussed above, no additional shares were repurchased in 2013. |
Employee_Share_Plans
Employee Share Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Employee Share Plans | 15. Employee Share Plans | ||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2017, 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 85.0% of the fair market value of CBIZ Common Stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there is no vesting or other restrictions on the stock purchased by employees under the ESPP. | |||||||||||||||||
Under the ESPP, the total number of shares of Common Stock that can be purchased shall not exceed two million shares. | |||||||||||||||||
Stock Awards | |||||||||||||||||
Effective May 15, 2014, CBIZ shareholders approved a new plan, the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan is in addition to the 2002 Amended and Restated CBIZ, Inc. Stock Incentive Plan (“2002 Plan”), of which CBIZ has granted various stock-based awards through the year ended December 31, 2014. The terms and vesting schedules for stock-based awards vary by type and date of grant. At December 31, 2014, approximately 0.8 million shares were available for future grant under the 2002 Plan. | |||||||||||||||||
Beginning in 2015, the 2014 Plan will replace and, for future grants, supersede the 2002 Plan. The operating terms of the 2014 Plan are substantially similar to those of the 2002 Plan. Under the 2014 Plan, which expires in 2024, a maximum of 9.6 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but unissued shares of CBIZ Common Stock or treasury shares. | |||||||||||||||||
CBIZ 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, 2014, 2013 and 2012 were $2.25, $1.96 and $1.74, respectively. The following weighted average assumptions were utilized: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility (1) | 28.83 | % | 33.46 | % | 32.86 | % | |||||||||||
Expected option life (years) (2) | 4.66 | 4.85 | 4.85 | ||||||||||||||
Risk-free interest rate (3) | 1.38 | % | 0.75 | % | 0.78 | % | |||||||||||
Expected dividend yield (4) | 0 | % | 0 | % | 0 | % | |||||||||||
-1 | The expected volatility assumption was determined based upon the historical volatility of CBIZ’s stock price, using daily price intervals. | ||||||||||||||||
-2 | The expected option life was determined based upon CBIZ’s 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 based 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 CBIZ’s historical and estimated dividend payouts. CBIZ does not expect to change its dividend payout policy in the foreseeable future. | ||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, CBIZ recognized compensation expense for these awards as follows (in thousands): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Stock options | $ | 2,576 | $ | 2,748 | $ | 2,981 | |||||||||||
Restricted stock awards | 3,629 | 2,907 | 2,907 | ||||||||||||||
Total stock-based compensation expense before income tax benefit | $ | 6,205 | $ | 5,655 | $ | 5,888 | |||||||||||
Stock Options | |||||||||||||||||
Stock options granted during the years ended December 31, 2014, 2013 and 2012 were generally subject to a 25% incremental vesting schedule over a four-year period commencing from the date of grant. Stock options expire six years from the date of grant and are awarded with an exercise price equal to the market value of CBIZ’s Common Stock on the date of grant. At the discretion of the Compensation Committee of the Board of Directors, options awarded under the 2002 Plan may vest in a time period shorter than four years. Under the 2014 Plan, stock options awarded to non-employee directors have generally been granted with immediate vesting. Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and nonqualified stock options. In the event the optionee of an incentive stock option owns, at the time such stock option is awarded or granted, more than ten percent of the voting power of all classes of stock of CBIZ, the option price shall not be less than 110% of such fair market value. During the years ended December 31, 2014, 2013 and 2012, no individual who may receive options had an ownership in excess of ten percent of the voting power of all classes of CBIZ stock. Stock option activity during the year ended December 31, 2014 was as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in | Exercise | Remaining | Value (in | ||||||||||||||
thousands) | Price Per | Contractual | millions) | ||||||||||||||
Share | Term | ||||||||||||||||
Outstanding at December 31, 2013 | 6,035 | $ | 6.88 | ||||||||||||||
Granted | 1,348 | $ | 8.36 | ||||||||||||||
Exercised | (1,507 | ) | $ | 7.54 | |||||||||||||
Expired or canceled | (274 | ) | $ | 6.97 | |||||||||||||
Outstanding at December 31, 2014 | 5,602 | $ | 7.06 | 3.42 years | $ | 8.4 | |||||||||||
Vested and exercisable at December 31, 2014 | 2,482 | $ | 6.84 | 2.21 years | $ | 4.3 | |||||||||||
The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2014, 2013 and 2012 was $3.0 million, $3.0 million and $2.5 million, respectively. The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2014, 2013 and 2012 was $2.3 million, $2.0 million and $0.8 million, respectively. The intrinsic value is calculated as the difference between CBIZ’s stock price on the exercise date and the exercise price of each option exercised. At December 31, 2014, CBIZ had unrecognized compensation cost for non-vested stock options of $6.5 million to be recognized over a weighted average period of approximately 1.4 years. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
Under the 2002 Plan, certain employees and non-employee directors were granted restricted stock awards. Restricted stock awards are independent of option grants and are granted at no cost to the recipients. The awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock awards are entitled to the same dividend and voting rights as holders of other CBIZ Common Stock, subject to certain restrictions during the vesting period, and the awards are considered to be issued and outstanding from the date of grant. Shares granted under the 2002 Plan cannot be sold, pledged, transferred or assigned during the vesting period. | |||||||||||||||||
Restricted stock award activity during the year ended December 31, 2014 was as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant-Date | ||||||||||||||||
Fair Value (1) | |||||||||||||||||
Non-vested at December 31, 2013 | 1,083 | $ | 6.62 | ||||||||||||||
Granted | 482 | $ | 8.46 | ||||||||||||||
Vested | (507 | ) | $ | 6.98 | |||||||||||||
Forfeited | (18 | ) | $ | 6.94 | |||||||||||||
Non-vested at December 31, 2014 | 1,039 | $ | 7.3 | ||||||||||||||
-1 | Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. | ||||||||||||||||
At December 31, 2014, CBIZ had unrecognized compensation cost for restricted stock awards of $7.6 million to be recognized over a weighted average period of approximately 1.3 years. The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was approximately $3.5 million, $3.0 million and $2.9 million, respectively. The market value of shares awarded during the years ended December 31, 2014, 2013 and 2012 was $4.1 million, $3.4 million and $3.0 million, respectively. This market value was recorded as unearned compensation and is being expensed ratably over the periods which the restrictions lapse. Awards outstanding at December 31, 2014 will be released from restrictions at dates ranging from February 2015 through May 2018. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings Per Share | 16. Earnings Per Share | ||||||||||||
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by diluted weighted average shares. Diluted weighted average shares are determined using the weighted average number of common shares outstanding during the period plus the dilutive effect of potential future issues of common stock relating to CBIZ’s stock award programs, CBIZ’s convertible senior subordinated notes, business acquisitions, and other potentially dilutive securities. In calculating diluted earnings per share, the dilutive effect of stock awards is computed using the average market price for the period, in accordance with the treasury stock method. | |||||||||||||
As described in Note 8, CBIZ’s 2006 Notes and 2010 Notes may result in future issuances of CBIZ common stock. Under the net share settlement method, potential shares issuable under the 2006 Notes and 2010 Notes will be considered dilutive, and will be included in the calculation of diluted weighted average shares, if the Company’s market price per share exceeds the conversion price of $10.63 for the 2006 Notes and $7.41 of the 2010 Notes. As of December 31, 2014, the Company’s average annual market price per share of $8.71 had not exceeded the conversion price of the 2006 Notes, but had exceeded the conversion price of the 2010 Notes. For the years ended December 31, 2013 and 2012, the Company’s average annual market price per share had not exceeded the conversion price of the 2006 Notes or 2010 Notes. | |||||||||||||
The following table sets forth the computation of basic and diluted earnings per share from continuing operations (in thousands, except per share data): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Income from continuing operations | $ | 30,414 | $ | 25,379 | $ | 23,793 | |||||||
Denominator: | |||||||||||||
Basic | |||||||||||||
Weighted average common shares outstanding | 48,343 | 48,632 | 49,002 | ||||||||||
Diluted | |||||||||||||
Stock options (1) | 761 | 194 | — | ||||||||||
Restricted stock awards | 293 | 263 | 186 | ||||||||||
Contingent shares (2) | 129 | 52 | 64 | ||||||||||
Convertible senior subordinated notes (3) | 1,961 | — | — | ||||||||||
Diluted weighted average common shares outstanding | 51,487 | 49,141 | 49,252 | ||||||||||
Earnings Per Share: | |||||||||||||
Basic earnings per share from continuing operations | $ | 0.63 | $ | 0.52 | $ | 0.49 | |||||||
Diluted earnings per share from continuing operations | $ | 0.59 | $ | 0.52 | $ | 0.48 | |||||||
-1 | For the years ended December 31, 2014, 2013 and 2012, a total of 0.9 million, 6.1 million and 8.2 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 CBIZ once future conditions have been met. See Note 19 for further discussion of acquisitions. | ||||||||||||
-3 | The dilutive impact of potential shares to be issued related to the 2010 Notes is based on the average share price of $8.71 for the twelve months ended December 31, 2014 which exceeded the conversion price of $7.41. |
Supplemental_Cash_Flow_Disclos
Supplemental Cash Flow Disclosures | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||
Supplemental Cash Flow Disclosures | 17. Supplemental Cash Flow Disclosures | ||||||||||||
Cash paid for interest and income taxes during the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest | $ | 9,268 | $ | 10,783 | $ | 11,089 | |||||||
Income taxes (1) | $ | 18,277 | $ | 67,941 | $ | 12,902 | |||||||
-1 | Approximately $47.5 million related to the gain on sale of MMP is included in cash paid for income taxes for the year ended December 31, 2013. | ||||||||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities | |||||||||||||
Non-cash investing and financing activities during the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Business acquisitions, including contingent consideration earned | $ | 4,265 | $ | 2,417 | $ | 11,849 | |||||||
Estimated contingent purchase price payable | $ | 12,817 | $ | 5,288 | $ | 15,659 | |||||||
Non-cash consideration paid for business acquisitions and intangible assets were generally in the form of notes receivable, notes payable and CBIZ Common Stock. |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Parties | 18. Related Parties |
The following is a summary of certain agreements and transactions between or among CBIZ and certain related parties. It is CBIZ’s policy to enter into transactions with related parties on terms that are no less favorable than those that would be available from unaffiliated parties. Based on CBIZ’s experience and the terms of its transactions with unaffiliated parties, it is the Audit Committee of the Board of Directors’ and managements’ belief that the transactions described below met these standards at the time of the transactions. Management reviews these transactions as they occur and monitors them for compliance with the Company’s 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 the Company’s Director of Internal Audit, General Counsel or other members of Management. | |
Pursuant to an agreement (the “Westbury Agreement”), CBIZ purchased an option for $5.0 million to purchase up to approximately 7.7 million shares of CBIZ’s common stock at a price of $7.25 per share, which constituted the remaining shares of CBIZ’s common stock held by Westbury. On August 30, 2013, concurrently with the sale of MMP, CBIZ repurchased 3.9 million shares from Westbury, which was 50.0% of Westbury’s then current holdings of the Company’s common stock, at a price of $6.65 per share, which represented the 60-day moving average share price at July 1, 2013. The total cost of this repurchase was $25.7 million. The option to repurchase the remaining shares from Westbury expired on September 30, 2013. | |
A number of the businesses acquired by CBIZ are located in properties owned indirectly by and leased from persons employed by CBIZ, none of whom are members of CBIZ’s senior management. In the aggregate, CBIZ paid approximately $2.2 million, $2.1 million and $2.0 million during the years ended December 31, 2014, 2013 and 2012, respectively, under such leases which management believes were at market rates. | |
Rick L. Burdick, a director of CBIZ, is a partner of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump performed legal work for CBIZ during the years ended December 31, 2014, 2013 and 2012 for which the firm received approximately $0.6 million, $0.4 million and $0.2 million from CBIZ, respectively. | |
CBIZ maintains joint-referral relationships and administrative service agreements with independent licensed CPA firms under which CBIZ provides administrative services in exchange for a fee. These firms are owned by licensed CPAs who are employed by CBIZ subsidiaries and provide audit and attest services to clients including CBIZ’s clients. The CPA firms with which CBIZ maintains 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. CBIZ has 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 CBIZ. 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 CBIZ does not believe that its arrangements with these CPA firms result in additional risk of loss. | |
CBIZ acted as guarantor for letters of credit for a CPA firm with which it has an affiliation. The letters of credit totaled $1.9 million as of December 31, 2014 and 2013. CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded as other current liabilities in the accompanying consolidated financial statements. Management does not expect any material changes to result from these instruments as performance is not expected to be required. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | 19. Acquisitions | ||||
During the year ended December 31, 2014, CBIZ acquired substantially all of the assets of six businesses: | |||||
First quarter 2014 | |||||
• | Centric Insurance Agency (“Centric”), located in New Providence, New Jersey, is an insurance broker providing property and casualty insurance, with a specialty in education and public schools. | ||||
• | Clearview National Partners, LLC (“Clearview”), located in Waltham, Massachusetts, is a specialized employee benefits broker focused on providing employee benefit solutions to clients with more than 100 employees. | ||||
• | Lewis Birch & Richardo, LLC (“LBR”), located in Tampa Bay, Florida, is a professional tax, accounting and consulting service provider with significant experience and expertise in matrimonial and family law litigation support, not-for-profit entities and health care provider services. | ||||
Second quarter 2014 | |||||
• | Tegrit Group (“Tegrit”), based in Akron, Ohio, is a national provider of actuarial consulting and retirement plan administration. | ||||
Third quarter 2014 | |||||
• | Rognstad’s Inc. d.b.a. Sattler Insurance Agency (“Sattler”), based in Lewiston, Idaho, provides property and casualty, personal, and life insurance services, with a specialty in outdoor recreation insurance, to businesses across the United States. | ||||
Fourth quarter 2014 | |||||
• | Weekes & Callaway (“W&C”), located in Delray Beach, Florida, is a full service insurance brokerage firm offering clients a complete line of services including commercial lines, personal lines, risk management, and employee benefits. | ||||
Pro forma results of operations have not been presented because the effects of the acquisitions were insignificant to the Company’s income from continuing operations before income taxes. The operating results of Centric, Clearview, Tegrit, Sattler, and W&C are reported in the Employee Services practice group and the operating results of LBR are reported in the Financial Services practice group. Aggregate consideration for these acquisitions consisted of approximately $43.9 million in cash, $2.9 million in CBIZ common stock, and $19.4 million in contingent consideration. | |||||
The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 1,381 | |||
Accounts receivable, net | 4,204 | ||||
Other assets | 464 | ||||
Identifiable intangible assets | 17,952 | ||||
Accounts payable | (3,319 | ) | |||
Accrued liabilities | (3,513 | ) | |||
Income taxes payable | (1,058 | ) | |||
Deferred taxes | (1,834 | ) | |||
Total identifiable net assets | $ | 14,277 | |||
Goodwill | 51,873 | ||||
Aggregate purchase price | $ | 66,150 | |||
Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is $20.9 million. CBIZ is required to record the fair value of this obligation at the acquisition date. Utilizing a probability weighted income approach, CBIZ determined that the fair value of the contingent consideration arrangement was $19.4 million, of which $5.0 million was recorded in “Contingent purchase price liability – current” and $14.4 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at December 31, 2014. | |||||
The goodwill of $51.9 million arising from the acquisitions in 2014 consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group and the Employee Services group, to help strengthen the Company’s existing service offerings and expand the Company’s market position. Substantially all of the goodwill is deductible for income tax purposes. | |||||
During the year ended December 31, 2014, CBIZ purchased four client lists, three of which are reported in the Financial Services practice group and one of which is recorded in the Employee Services practice group. Total consideration for these client lists was $1.0 million cash paid at closing and an additional $0.2 million in cash, which is contingent upon future financial performance of the client list. | |||||
In addition, CBIZ paid $4.6 million in cash and issued approximately 67,000 shares of common stock during the year ended December 31, 2014 as contingent earnouts for previous acquisitions. During the year ended December 31, 2014, CBIZ also decreased the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $3.9 million due to lower than originally projected future results of the acquired businesses. This decrease of $3.9 million is included in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 6 for further discussion of contingent purchase price liabilities. | |||||
During the year ended December 31, 2013, CBIZ acquired substantially all of the assets of two companies: | |||||
• | Associated Insurance Agents (“AIA”), an insurance brokerage agency specializing in property and casualty insurance, located in Minneapolis, Minnesota. | ||||
• | Knight Field Fabry LLP (“Knight”), an accounting and financial services company located in Denver, Colorado. The operating results of AIA are reported in the Employee Services practice group and the operating results of Knight are reported in the Financial Services practice group. | ||||
Aggregate consideration for these acquisitions consisted of $4.9 million in cash paid at closing, $0.4 million in guaranteed future consideration, and $5.5 million net present value in contingent consideration to be settled in cash, subject to the acquired operations achieving certain performance targets. | |||||
The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 202 | |||
Accounts receivable, net | 578 | ||||
Other assets | 137 | ||||
Identifiable intangible assets | 3,002 | ||||
Accounts payable | (835 | ) | |||
Accrued liabilities | (416 | ) | |||
Deferred taxes | (1,165 | ) | |||
Total identifiable net assets | $ | 1,503 | |||
Goodwill | 9,278 | ||||
Aggregate purchase price | $ | 10,781 | |||
Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is $6.1 million. CBIZ is required to record the fair value of this obligation at the acquisition date. CBIZ determined, utilizing a probability weighted income approach, that the fair value of the contingent consideration arrangement was $5.5 million, of which $1.2 million was recorded in “Contingent purchase price liability – current” and $4.3 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at December 31, 2013. | |||||
The goodwill of $9.3 million arising from the acquisitions in 2013 consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group and the Employee Services group, to help strengthen the Company’s existing service offerings and expand the Company’s market position. Goodwill totaling $1.4 million is expected to be deductible for income tax purposes. | |||||
During the year ended December 31, 2013, CBIZ purchased three client lists, two of which are reported in the Employee Services practice group and one reported in the Financial Services practice group. Total consideration for these client lists was $0.3 million cash paid at closing and an additional $0.3 million in cash, which is contingent upon future financial performance of the client list. | |||||
In addition, CBIZ paid $10.1 million in cash and issued approximately 184,000 shares of common stock during the year ended December 31, 2013 as contingent earnouts for previous acquisitions. During the year ended December 31, 2013, CBIZ also increased the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $1.1 million due to higher than originally projected future results of the acquired businesses. This increase of $1.1 million is included in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 6 for further discussion of contingent purchase price liabilities. | |||||
During the year ended December 31, 2012, CBIZ acquired substantially all of the assets of eight companies: | |||||
• | Meridian Insurance Group, LLC (“Meridian”) | ||||
• | Primarily Care, Inc. (“PCI”) | ||||
• | Stoltz and Company, LTD., L.L.P (“Stoltz”) | ||||
• | Trinity Risk Advisors, Inc.(“Trinity”) | ||||
• | Strategic Employee Benefit Services – The Pruett Group, Inc. (“SEBS-Pruett”) | ||||
• | The employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (“Leavitt”) | ||||
• | Diversified Industries, Inc. d/b/a Payroll Control Systems (“PCS”) | ||||
• | PHBV Partners, L.L.P. (“PHBV”). | ||||
Meridian, with offices in Boca Raton, Florida and Atlanta, Georgia, is an insurance brokerage specializing in multiple insurance products and services including property and casualty, bonding, personal lines and employee benefits. PCI, located in Cranston, Rhode Island, is an employee benefits brokerage firm that offers long-term health care cost reduction strategies through a unique system comprised of technology, innovative plan design, educational tools and tangible financial health incentives. Stoltz, with offices in Midland, San Antonio and Amarillo, Texas, is an insurance brokerage offering multiple insurance products and services including property and casualty, personal lines and employee benefits with specialization in oil and gas related risk management. Trinity, located in Atlanta, Georgia, is a specialty property and casualty brokerage firm focused primarily on medical malpractice insurance to the health care industry and specialized insurance to the transportation industry. SEBS-Pruett, with offices in Nashville, Chattanooga, Johnson City and Knoxville, Tennessee, is an employee benefit and consulting firm for mid-sized businesses. Leavitt, located in Campbell, California, provides employee benefits, retirement plan services and ancillary business support and services to clients in the San Jose region. PCS, located in Brooklyn Center, Minnesota, provides payroll, payroll tax, time and labor and human resources solutions to small and mid-sized clients. PHBV, with offices in Richmond, Virginia; Baltimore, Maryland; Indianapolis, Indiana; Austin, Texas; Cranford, New Jersey; and Raleigh, North Carolina, is a professional consulting and accounting service provider specializing in health care compliance on behalf of federal and state government agencies. The operating results of Meridian, Primarily Care, Stoltz, Trinity, SEBS-Pruett, Leavitt and PCS are reported in the Employee Services practice group, and the operating results of PHBV are reported in the Financial Services practice group. | |||||
During the year ended December 31, 2012, CBIZ also acquired substantially all of the assets of ProMedical, Inc. (“ProMedical”), a full-service provider of medical billing and practice management services for hospital-based anesthesiology practices, located in Ocala, Florida. This acquired unit was subsequently sold on August 30, 2013 as part of the sale of the MMP. Accordingly, the disclosures below have been restated to exclude the acquisition of ProMedical. As part of the acquisition of ProMedical, CBIZ assumed a $2.2 million contingent liability. | |||||
Aggregate consideration for these acquisitions consisted of approximately $74.2 million in cash, $3.6 million in CBIZ Common Stock, $4.5 million in short-term notes payable, $1.7 million in guaranteed future consideration, and $15.4 million in contingent consideration. | |||||
The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 422 | |||
Funds held for clients | 39,193 | ||||
Accounts receivable, net (as adjusted) | 7,618 | ||||
Fixed assets and other | 1,300 | ||||
Identifiable intangible assets | 39,300 | ||||
Accrued liabilities | (5,113 | ) | |||
Client fund obligations | (39,193 | ) | |||
Deferred tax liability | (1,236 | ) | |||
Total identifiable net assets | $ | 42,291 | |||
Goodwill (as adjusted) | 57,190 | ||||
Aggregate purchase price | $ | 99,481 | |||
Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is $18.5 million. CBIZ is required to record the fair value of this obligation at the acquisition date. CBIZ determined, utilizing a probability weighted income approach, that the fair value of the contingent consideration arrangement was $15.4 million, of which $4.6 million was recorded in “Contingent purchase price liability – current” and $10.8 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheet at December 31, 2012. | |||||
The goodwill of $57.2 million arising from the acquisitions for the year ended December 31, 2012 consists largely of expected future earnings and cash flow from the existing management team, as well as the synergies created by the integration of the new business within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group and the Employee Services group, to help strengthen the Company’s existing service offerings and expand the Company’s market position. Goodwill totaling $53.0 million is expected to be deductible for income tax purposes. | |||||
On February 1, 2012, CBIZ also purchased an employee benefits and consulting client list which is reported in the Employee Services practice group. Aggregate consideration for this client list consisted of up to $2.5 million in cash, which is contingent upon future financial performance of the client list. | |||||
In addition, CBIZ paid $25.6 million in cash and issued approximately 402,000 shares of Common Stock and 41,314 shares of Common Stock became issuable during the year ended December 31, 2012 as contingent earnouts for previous acquisitions. During the year ended December 31, 2012, CBIZ also reduced the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $1.1 million due to lower than originally projected future results of the acquired businesses. This reduction of $1.1 million is included in “Other (expense) income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 6 for further discussion of contingent purchase price liabilities. | |||||
The operating results of all acquired businesses are included in the accompanying consolidated financial statements since the dates of acquisition. Client lists and non-compete agreements are recorded at fair value at the time of acquisition. The excess of purchase price over the fair value of net assets acquired, (including client lists and non-compete agreements) is allocated to goodwill. |
Discontinued_Operations_and_Di
Discontinued Operations and Divestitures | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||
Discontinued Operations and Divestitures | 20. Discontinued Operations and Divestitures | ||||||||||||
CBIZ will divest (through sale or closure) business operations that do not contribute to the Company’s long-term objectives for growth, or that are not complementary to its target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria as provided in FASB ASC 205 “Presentation of Financial Statements – Discontinued Operations – Other Presentation Matters”. | |||||||||||||
Discontinued Operations | |||||||||||||
During the year ended December 31, 2014, CBIZ made the decision to divest the operations of two small businesses under the Financial Services segment. These businesses are being held for sale at December 31, 2014, with the results of operations for these businesses being included in “(Loss) income from operations of discontinued operations, net of tax” on the accompanying Consolidated Statements of Comprehensive Income. | |||||||||||||
For the year ended December 31, 2014, CBIZ sold the assets of its property tax business located in Leawood, Kansas for a purchase price of $1.2 million. An insignificant gain was recorded in “Gain on disposal of discontinued operations, net of tax” on the accompanying Consolidated Statements of Comprehensive Income during the year ended December 31, 2014. The property tax business was classified as held for sale during the comparable period in 2013 and was previously reported in the Financial Services practice group. | |||||||||||||
During the year ended December 31, 2013, CBIZ sold all of the issued and outstanding capital stock of CBIZ Medical Management Professionals, Inc. and CBIZ Medical Management, Inc. and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ’s MMP’s ongoing operations and business for a purchase price of $201.6 million, subject to final working capital adjustments which were and recorded in “Gain on disposal of discontinued operations, net of tax” on the accompanying Consolidated Statements of Comprehensive Income for the year ended December 31, 2014, pursuant to a Stock Purchase Agreement among CBIZ Operations, Inc. and Zotec Partners, LLC dated July 26, 2013. Certain adjustments were determined to be necessary to reflect the operating results and financial position of MMP as discontinued operations. These adjustments include an allocation for interest expense and tax expense, as well as an allocation of deferred tax accounts that specifically relate to MMP. The interest charges were based on the assumption that $40.0 million of the credit facility debt was related to MMP, thus the interest related to the $40.0 million was charged to MMP at the respective annual rate of interest for the credit facility. Tax expense was allocated to MMP at its respective individual tax rate. The results of operations for MMP for the years ended December 31, 2013 and 2012 are included in “(Loss) income from operations of discontinued operations, net of tax,” and the gain on the sale of MMP is recorded in “Gain on sale of discontinued operations, net of tax” on the accompanying Consolidated Statements of Comprehensive Income. | |||||||||||||
During the year ended December 31, 2012, CBIZ did not sell any operations. Gains recorded for the year ended December 31, 2012 related to contingent proceeds of $0.1 million for a National Practices operation. | |||||||||||||
Revenue and results from operations of discontinued operations for the years ended December 31, 2014, 2013 and 2012 are separately reported as “(Loss) income from operations of discontinued operations, net of tax” in the accompanying Consolidated Statements of Comprehensive Income and were as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue | $ | 14,589 | $ | 106,869 | $ | 153,405 | |||||||
(Loss) income from operations of discontinued operations before income tax expense | $ | (925 | ) | $ | 4,602 | $ | 12,214 | ||||||
Income tax (benefit) expense | (171 | ) | 2,454 | 4,951 | |||||||||
(Loss) income from operations of discontinued operations operations, net of tax | $ | (754 | ) | $ | 2,148 | $ | 7,263 | ||||||
Gains or losses from the sale of discontinued operations are recorded as “Gain on disposal of discontinued operations, net of tax”, in the accompanying Consolidated Statements of Comprehensive Income. Additionally, proceeds that are contingent upon a divested operation’s actual future performance are recorded as gain on sale of discontinued operations in the period they are earned. | |||||||||||||
Gains on disposals of discontinued operations for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gain on disposal of discontinued operations, before income tax expense | $ | 133 | $ | 107,533 | $ | 143 | |||||||
Income tax expense | 34 | 49,197 | 53 | ||||||||||
Gain on disposal of discontinued operations, net of tax | $ | 99 | $ | 58,336 | $ | 90 | |||||||
At December 31, 2014 and 2013, the assets and liabilities of businesses classified as discontinued operations are reported separately in the accompanying consolidated financial statements and consisted of the following (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Assets: | |||||||||||||
Accounts receivable, net | $ | 4,699 | $ | 6,113 | |||||||||
Goodwill and other intangible assets, net | 301 | 1,435 | |||||||||||
Property and equipment, net | 171 | 212 | |||||||||||
Other assets | 58 | 89 | |||||||||||
Assets of discontinued operations | $ | 5,229 | $ | 7,849 | |||||||||
Liabilities: | |||||||||||||
Accounts payable | $ | 388 | $ | 309 | |||||||||
Accrued personnel | 591 | 1,000 | |||||||||||
Accrued expenses | 324 | 641 | |||||||||||
Liabilities of discontinued operations | $ | 1,303 | $ | 1,950 | |||||||||
Divestitures | |||||||||||||
Gains or losses from 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. During the year ended December 31, 2014, CBIZ sold a business from the Financial Services practice group for $2.9 million. A gain of $1.2 million was recorded as a result of the sale. On December 31, 2013, CBIZ sold its mergers and acquisition business. No gain or loss was recorded as a result of the sale. Gains totaling $0.1 million, $0.1 million and $2.8 million the years ended December 31, 2014, 2013 and 2012, respectively, were recorded and relate to contingent consideration earned on sales made in previous periods. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data (Unaudited) | 21. Quarterly Financial Data (Unaudited) | ||||||||||||||||
The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 (in thousands, except per share amounts). | |||||||||||||||||
2014 | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
Revenue | $ | 204,726 | $ | 177,466 | $ | 180,269 | $ | 157,022 | |||||||||
Operating expenses | 161,938 | 158,317 | 155,233 | 154,316 | |||||||||||||
Gross margin | 42,788 | 19,149 | 25,036 | 2,706 | |||||||||||||
Corporate general and administrative | 10,198 | 8,306 | 8,889 | 6,790 | |||||||||||||
Operating income (loss) | 32,590 | 10,843 | 16,147 | (4,084 | ) | ||||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense | (3,433 | ) | (3,577 | ) | (3,123 | ) | (2,991 | ) | |||||||||
Gain on sale of operations, net | 8 | 68 | 17 | 1,210 | |||||||||||||
Other income (loss), net | 1,975 | 3,936 | (1,368 | ) | 2,350 | ||||||||||||
Total other (expense) income, net | (1,450 | ) | 427 | (4,474 | ) | 569 | |||||||||||
Income (loss) from continuing operations before income tax expense (benefit) | 31,140 | 11,270 | 11,673 | (3,515 | ) | ||||||||||||
Income tax expense (benefit) | 13,114 | 4,824 | 4,353 | (2,137 | ) | ||||||||||||
Income (loss) from continuing operations | 18,026 | 6,446 | 7,320 | (1,378 | ) | ||||||||||||
(Loss) income from operations of discontinued operations, net of tax | (263 | ) | (312 | ) | (239 | ) | 60 | ||||||||||
(Loss) gain on disposal of discontinued operations, net of tax | (474 | ) | (27 | ) | 607 | (7 | ) | ||||||||||
Net income (loss) | $ | 17,289 | $ | 6,107 | $ | 7,688 | $ | (1,325 | ) | ||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic: | |||||||||||||||||
Continuing operations | $ | 0.37 | $ | 0.13 | $ | 0.15 | $ | (0.03 | ) | ||||||||
Discontinued operations | (0.01 | ) | 0 | 0.01 | 0 | ||||||||||||
Net income (loss) | $ | 0.36 | $ | 0.13 | $ | 0.16 | $ | (0.03 | ) | ||||||||
Diluted: | |||||||||||||||||
Continuing operations | $ | 0.34 | $ | 0.12 | $ | 0.14 | $ | (0.03 | ) | ||||||||
Discontinued operations | (0.01 | ) | 0 | 0.01 | 0 | ||||||||||||
Net income (loss) | $ | 0.33 | $ | 0.12 | $ | 0.15 | $ | (0.03 | ) | ||||||||
Basic weighted average common shares | 48,182 | 48,273 | 48,451 | 48,455 | |||||||||||||
Diluted weighted average common shares | 52,618 | 52,052 | 51,209 | 48,455 | |||||||||||||
2013 | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
Revenue | $ | 197,078 | $ | 168,296 | $ | 165,145 | $ | 146,652 | |||||||||
Operating expenses | 155,382 | 147,202 | 146,464 | 144,291 | |||||||||||||
Gross margin | 41,696 | 21,094 | 18,681 | 2,361 | |||||||||||||
Corporate general and administrative | 9,984 | 7,649 | 8,944 | 7,821 | |||||||||||||
Operating income (loss) | 31,712 | 13,445 | 9,737 | (5,460 | ) | ||||||||||||
Other expense: | |||||||||||||||||
Interest expense | (4,056 | ) | (4,145 | ) | (3,815 | ) | (3,358 | ) | |||||||||
Gain on sale of operations, net | 18 | 48 | 6 | 7 | |||||||||||||
Other income, net | 1,728 | 515 | 2,371 | 3,203 | |||||||||||||
Total other expense, net | (2,310 | ) | (3,582 | ) | (1,438 | ) | (148 | ) | |||||||||
Income (loss) from continuing operations before income tax expense (benefit) | 29,402 | 9,863 | 8,299 | (5,608 | ) | ||||||||||||
Income tax expense (benefit) | 12,308 | 4,260 | 2,707 | (2,698 | ) | ||||||||||||
Income (loss) from continuing operations | 17,094 | 5,603 | 5,592 | (2,910 | ) | ||||||||||||
Income (loss) from operations of discontinued operations, net of tax | 1,186 | 1,639 | 453 | (1,130 | ) | ||||||||||||
Gain on disposal of discontinued operations, net of tax | 23 | 1,905 | 56,315 | 93 | |||||||||||||
Net income (loss) | $ | 18,303 | $ | 9,147 | $ | 62,360 | $ | (3,947 | ) | ||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic: | |||||||||||||||||
Continuing operations | $ | 0.35 | $ | 0.11 | $ | 0.12 | $ | (0.06 | ) | ||||||||
Discontinued operations | 0.02 | 0.07 | 1.16 | (0.02 | ) | ||||||||||||
Net income (loss) | $ | 0.37 | $ | 0.18 | $ | 1.28 | $ | (0.08 | ) | ||||||||
Diluted: | |||||||||||||||||
Continuing operations | $ | 0.34 | $ | 0.11 | $ | 0.11 | $ | (0.06 | ) | ||||||||
Discontinued operations | 0.02 | 0.07 | 1.16 | (0.02 | ) | ||||||||||||
Net income (loss) | $ | 0.36 | $ | 0.18 | $ | 1.27 | $ | (0.08 | ) | ||||||||
Basic weighted average common shares | 49,417 | 49,639 | 48,504 | 46,681 | |||||||||||||
Diluted weighted average common shares | 49,836 | 49,929 | 49,003 | 46,981 | |||||||||||||
Segment_Disclosures
Segment Disclosures | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Segment Disclosures | 22. Segment Disclosures | ||||||||||||||||||||
CBIZ’s business units have been aggregated into three practice groups: Financial Services, Employee Services and National Practices. The business units have been aggregated 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 | Employee Services | National Practices | |||||||||||||||||||
• Accounting | • Employee Benefits | • Managed Networking and | |||||||||||||||||||
• Tax | • Property & Casualty | Hardware Services | |||||||||||||||||||
• Government Health Care Consulting | • Retirement Plan Services | • Health Care Consulting | |||||||||||||||||||
• Financial Advisory | • Payroll Services | ||||||||||||||||||||
• Valuation | • Life Insurance | ||||||||||||||||||||
• Litigation Support | • Human Capital Services | ||||||||||||||||||||
• Risk Advisory Services | • Compensation Consulting | ||||||||||||||||||||
• Real Estate Advisory | • Executive Recruiting | ||||||||||||||||||||
• Actuarial 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 health care costs, gains or losses attributable to assets held in the Company’s deferred compensation plan, share-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. | |||||||||||||||||||||
Accounting policies of the practice groups are the same as those described in Note 1. 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. | |||||||||||||||||||||
CBIZ operates in the United States and Canada and revenue generated from such operations during the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
United States | $ | 717,865 | $ | 675,467 | $ | 611,034 | |||||||||||||||
Canada | 1,618 | 1,704 | 1,655 | ||||||||||||||||||
Total Revenue | $ | 719,483 | $ | 677,171 | $ | 612,689 | |||||||||||||||
There is no one customer that represents a significant portion of CBIZ’s revenue. | |||||||||||||||||||||
Segment information for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 465,130 | $ | 224,898 | $ | 29,455 | $ | — | $ | 719,483 | |||||||||||
Operating expenses | 399,783 | 186,002 | 26,798 | 17,221 | 629,804 | ||||||||||||||||
Gross margin | 65,347 | 38,896 | 2,657 | (17,221 | ) | 89,679 | |||||||||||||||
Corporate general & admin | — | — | — | 34,183 | 34,183 | ||||||||||||||||
Operating income (loss) | 65,347 | 38,896 | 2,657 | (51,404 | ) | 55,496 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (31 | ) | — | (13,093 | ) | (13,124 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 1,303 | 1,303 | ||||||||||||||||
Other income, net | 417 | 557 | 4 | 5,915 | 6,893 | ||||||||||||||||
Total other income (expense) | 417 | 526 | 4 | (5,875 | ) | (4,928 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 65,764 | $ | 39,422 | $ | 2,661 | $ | (57,279 | ) | $ | 50,568 | ||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 441,787 | $ | 204,863 | $ | 30,521 | $ | — | $ | 677,171 | |||||||||||
Operating expenses | 380,660 | 168,696 | 27,589 | 16,394 | 593,339 | ||||||||||||||||
Gross margin | 61,127 | 36,167 | 2,932 | (16,394 | ) | 83,832 | |||||||||||||||
Corporate general & admin | — | — | — | 34,398 | 34,398 | ||||||||||||||||
Operating income (loss) | 61,127 | 36,167 | 2,932 | (50,792 | ) | 49,434 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (24 | ) | — | (15,350 | ) | (15,374 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 79 | 79 | ||||||||||||||||
Other income, net | 491 | 297 | 1 | 7,028 | 7,817 | ||||||||||||||||
Total other income (expense) | 491 | 273 | 1 | (8,243 | ) | (7,478 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 61,618 | $ | 36,440 | $ | 2,933 | $ | (59,035 | ) | $ | 41,956 | ||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 396,346 | $ | 186,217 | $ | 30,126 | $ | — | $ | 612,689 | |||||||||||
Operating expenses | 342,539 | 155,311 | 26,713 | 15,742 | 540,305 | ||||||||||||||||
Gross margin | 53,807 | 30,906 | 3,413 | (15,742 | ) | 72,384 | |||||||||||||||
Corporate general & admin | — | — | — | 30,209 | 30,209 | ||||||||||||||||
Operating income (loss) | 53,807 | 30,906 | 3,413 | (45,951 | ) | 42,175 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (30 | ) | — | (14,969 | ) | (14,999 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 2,766 | 2,766 | ||||||||||||||||
Other income, net | 2,064 | 1,086 | 2 | 5,063 | 8,215 | ||||||||||||||||
Total other income (expense) | 2,064 | 1,056 | 2 | (7,140 | ) | (4,018 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 55,871 | $ | 31,962 | $ | 3,415 | $ | (53,091 | ) | $ | 38,157 | ||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events |
Subsequent to December 31, 2014 up to the date of this filing, CBIZ repurchased approximately 600,000 shares in the open market at a total cost of approximately $5.0 million under the Company’s current Rule 10b5-1 trading plan, which allows CBIZ to repurchase shares below a predetermined price per share. | |
Effective March 1, 2015, CBIZ acquired Model Consulting, Inc. (“Model”), located in Trevose, Pennsylvania. Model provides employee benefit consulting services to mid-sized companies in the Philadelphia and Southern New Jersey markets. Annualized revenue is estimated to be approximately $4.2 million and will be reported in the Employee Services practice group. | |
On February 11, 2015, the Board of CBIZ authorized the continuation of the Company’s Share Repurchase Program, which has been renewed annually for the past eleven years. This authorization renews the 5.0 million share authorization currently in place which expires on March 31, 2015 and authorizes the purchase of up to 5.0 million additional shares of the Company’s outstanding common stock to be obtained in open market, privately negotiated, or 10b5-1 trading plan purchases through March 31, 2016. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Organization | Organization | ||||
CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, provides professional business services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ Inc. manages and reports its operations along three practice groups: Financial Services, Employee Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 22. | |||||
Divestiture of Medical Management Professionals | Divestiture of Medical Management Professionals | ||||
On July 26, 2013, CBIZ, Inc., through its subsidiary CBIZ Operations, Inc., an Ohio Corporation, entered into an agreement with Zotec Partners, LLC, an Indiana limited liability company, to sell all of the issued and outstanding capital stock of each of CBIZ Medical Management Professionals, Inc., an Ohio corporation, and CBIZ Medical Management, Inc., a North Carolina corporation, and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ Inc.’s Medical Management Professionals ongoing operations and business (“MMP”). The sale of MMP was completed on August 30, 2013 for a total purchase price of $201.6 million, subject to final working capital adjustments which were insignificant and completed during the year ended December 31, 2014. As a result of the completion of the divestiture of MMP, the assets and liabilities as well as the operations of MMP are reflected as discontinued operations on this Form 10-K. See Note 20 for further discussion of discontinued operations and divestitures. | |||||
Stock Purchase Agreement with Westbury Ltd | Stock Purchase Agreement with Westbury Ltd. | ||||
On August 30, 2013, concurrent with the sale of MMP, CBIZ Inc. completed an agreement with Westbury (Bermuda) Ltd., a Bermuda exempted company (“Westbury”), Westbury Trust, a Bermuda trust, and Michael G. DeGroote, the founder of CBIZ, Inc., to purchase from Westbury 3.9 million shares of the Company’s common stock, which was 50.0% of Westbury’s current holdings of the Company’s common stock, at a price of $6.65 per share for a total of approximately $25.7 million. See Note 14 for further discussion regarding CBIZ’s common stock. | |||||
Principles of Consolidation | Principles of Consolidation | ||||
The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. | |||||
CBIZ has determined that its relationship with certain Certified Public Accounting (“CPA”) firms with whom it maintains administrative service agreements (“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 the consolidated financial condition, results of operations or cash flows of CBIZ. | |||||
The CPA firms with which CBIZ maintains ASAs may operate as limited liability companies or professional corporations. The firms are separate legal entities with separate governing bodies and officers. CBIZ has no ownership interest in any of these CPA firms, and neither the existence of the ASAs nor the providing of services thereunder is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of their respective services. | |||||
Fees earned by CBIZ under the ASAs are recorded as revenue (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $132.2 million, $133.5 million and $109.4 million for the years ended December 31, 2014, 2013 and 2012, 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 CBIZ is typically reduced on a proportional basis. Although the ASAs do not constitute control, CBIZ is one of the beneficiaries of the agreements and may bear certain economic risks. | |||||
Use of Estimates | Use of Estimates | ||||
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management’s estimates and assumptions include, but are not limited to, estimates of collectability of accounts receivable and unbilled revenue, the realizability of goodwill and other intangible assets, the fair value of certain assets, the valuation of stock options in determining compensation expense, estimates of accrued liabilities (such as incentive compensation, self-funded health insurance accruals, legal reserves, income tax uncertainties, future contingent purchase price obligations, and consolidation and integration reserves), the provision for income taxes, the realizability of deferred tax assets and other factors. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results could differ from those estimates. | |||||
Reclassifications | Reclassifications | ||||
Certain amounts in the 2013 and 2012 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation, including the impact of discontinued operations. | |||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||
Cash and cash equivalents include cash on hand and short-term highly liquid investments with an original maturity of three months or less. | |||||
Restricted Cash | Restricted Cash | ||||
Funds held by CBIZ in relation to its capital and investment advisory services are recorded in restricted cash as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier are also recorded in restricted cash; the related liability for these funds is recorded in accounts payable. Funds held in escrow related to sales of operations are also classified as restricted cash. | |||||
Funds Held for Clients and Client Fund Obligations | Funds Held for Clients and Client Fund Obligations | ||||
Services provided by CBIZ’s 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, CBIZ collects funds from its clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. | |||||
Funds held for clients are reported as current assets and Client fund obligations are reported as current liabilities. Funds held for clients include cash, overnight investments and corporate and municipal bonds (see Note 5 for further discussion of investments). If the par value of investments held does not approximate fair value, the balance in Funds held for clients may not be equal to the balance in Client fund obligations. The amount of collected but not yet remitted funds may vary significantly during the year based on the timing of clients’ payroll periods. | |||||
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities | ||||
Derivatives are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheets and are measured at fair value. The treatment of gains and losses resulting from changes in the fair values of derivative instruments is dependent on the use of the respective derivative instruments and whether they qualify for hedge accounting. See Note 5 for further discussion of derivative instruments. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | ||||
CBIZ carries accounts receivable at their face amount less allowances for doubtful accounts, and carries unbilled revenues at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment. When evaluating the adequacy of the allowance for doubtful accounts and the overall collectability of receivables, CBIZ analyzes historical bad debts, client credit-worthiness, the age of accounts receivable and current economic trends and conditions. | |||||
Goodwill | Goodwill | ||||
CBIZ utilizes the acquisition method of accounting for all business combinations. Goodwill is not amortized, but rather is tested for impairment annually, or in between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. CBIZ tests for impairment of its goodwill during the fourth quarter of each calendar year. See Note 4 for additional discussion regarding goodwill impairment testing. | |||||
Long-Lived Assets | Long-Lived Assets | ||||
Long-lived assets primarily consist of property and equipment and intangible assets, which include client lists and non-compete agreements. The intangible assets are amortized over their expected periods of benefit, which generally ranges from two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets or groups of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results. | |||||
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 over the shorter of their estimated useful lives or the remaining term of the respective lease. The cost of software purchased or developed for internal use is capitalized and amortized to expense using the straight-line method over an estimated useful life not to exceed seven years. Capitalized software is classified as “property and equipment, net” in the accompanying Consolidated Balance Sheets. | |||||
Income Taxes | Income Taxes | ||||
Income taxes are provided for the tax effects of transactions reported in the accompanying consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. | |||||
A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. CBIZ determines 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. The Company recognizes a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained. The Company records 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. | |||||
Revenue Recognition and Valuation of Unbilled Revenues | Revenue Recognition and Valuation of Unbilled Revenues | ||||
Revenue is recognized only when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee to the client is fixed or determinable, and collectability is reasonably assured. Contract terms are typically contained in a signed agreement with the client (or when applicable, other third parties) which generally defines the scope of services to be provided, pricing of services, and payment terms generally ranging from invoice date to 90 days after invoice date. Billing may occur prior to, during, or upon completion of the service. CBIZ typically does not have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of service provided, the deliverables, and the complexity of the engagement. | |||||
CBIZ offers a vast array of products and business services to its clients. Those services are delivered through three practice groups. A description of revenue recognition, as it relates to those groups, is provided below: | |||||
Financial Services — Revenue primarily consists of fees for services rendered to the Company’s client for accounting services, preparation of tax returns, consulting services, compliance projects, services pursuant to administrative service agreements (described under “Principles of Consolidation”), and valuation services including fairness opinions, business plans, litigation support, purchase price allocations and derivative valuations. Clients are billed for these services based upon a time and expense model, a predetermined agreed-upon fixed fee, or as a percentage of savings. | |||||
Revenue recognition as it pertains to each of these arrangements is as follows: | |||||
• | Time and Expense Arrangements — Revenue is recognized based upon actual hours incurred on client projects 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. | ||||
• | Fixed Fee Arrangements — Revenue for fixed-fee arrangements is recognized over the performance period based upon progress towards completion, which is determined based upon actual hours incurred on the client project compared to estimated total hours to complete the client project. | ||||
• | Contingent Revenue Arrangements — Revenue is recognized when savings to the client is determined and collection is verified by a third party. | ||||
• | Administrative Service Agreement Revenue — Revenue for administrative service fees is recognized as services are provided, based upon actual hours incurred. | ||||
Employee Services — Revenue consists primarily of brokerage and agency commissions, fee income for administering health and retirement plans and payroll service fees. Revenue also includes investment income related to client payroll funds that are held in CBIZ accounts, as is industry practice. A description of the revenue recognition, based on the service provided, insurance product sold, and billing arrangement, is provided below: | |||||
• | Commissions Revenue — Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility for the collection of premiums from the insured (agency or indirect billing) are recognized as of the later of the effective date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes available; and life insurance commissions are recognized when the policy becomes effective, which can be either the effective date or the date payment is received and policy is bound. 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. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of different estimates or assumptions could produce different results. | ||||
Commissions which are based upon certain performance targets are recognized at the earlier of written notification that the target has been achieved or cash collection. | |||||
• | Fee income — Fee income is recognized in the period in which services are provided and may be based on predetermined agreed-upon fixed fees, actual hours incurred on an hourly fee basis, or asset-based fees. Revenue for fixed-fee arrangements is recognized on a straight-line basis over the contract period, as these services are provided to clients continuously throughout the term of the arrangement. Revenue which is based upon actual hours incurred is recognized as services are performed. | ||||
Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is typically when either market valuation information is available, the data necessary to compute fees is made available by third party administrators or when cash is received. CBIZ only recognizes revenue when cash is received for those arrangements where the data necessary to compute the Company’s fee is not available to the Company in a timely manner. | |||||
• | Payroll — Revenue related to payroll processing fees is recognized when the actual payroll processing occurs. Revenue related to investment income earned on payroll funds is based upon actual amounts earned on those funds and is recognized in the period that the income is earned. | ||||
National Practices — The business units that comprise the National Practices group offer a variety of services. A description of revenue recognition associated with the primary services is provided below: | |||||
• | Technology Consulting — Revenue consists of services that primarily relate to the installation, maintenance and repair of hardware. These services are charged to customers based on cost plus an agreed-upon markup percentage. | ||||
• | Health Care Consulting — Clients are billed for health care consulting services based upon a predetermined agreed-upon fixed fee, a time and expense model, or as a percentage of savings. Revenue for fixed fee and time and expense arrangements is recognized over the performance period based upon actual hours incurred, and revenue that is contingent upon savings is recognized after contingencies have been resolved and verified by a third party. | ||||
Operating Expenses | Operating Expenses | ||||
Operating expenses represent costs of service and other costs incurred to operate CBIZ’s business units and are primarily comprised of personnel costs and occupancy related expenses. Personnel costs include base compensation, commissions, payroll taxes, gains or losses earned on assets of the deferred compensation plan, and benefits, which are recognized as expense as they are incurred. Personnel costs also include share-based and incentive compensation costs, which are estimated and accrued on a monthly basis. The ultimate determination of incentive compensation is made after year-end results are finalized. Total personnel costs were $487.0 million, $459.8 million and $417.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
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. Total occupancy costs were $37.1 million, $36.0 million and $34.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Operating Leases | Operating Leases | ||||
CBIZ leases most of its office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as other non-current liabilities. | |||||
CBIZ may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. | |||||
Share-Based Awards | Share-Based Awards | ||||
The measurement and recognition of compensation cost for all share-based payment awards made to employees and non-employee directors is based on the fair value of the award. Accordingly, CBIZ recognizes share-based compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term of up to four years. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as operating expenses or G&A expenses, depending on where the respective individual’s compensation is recorded. | |||||
New Accounting Pronouncements | New Accounting Pronouncements | ||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2013-11 (“ASU 2013-11”) “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. ASU 2013-11 states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward. The exception to this treatment is as follows: to the extent an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or if the entity is not required to use and does not intend to use the deferred tax asset, then the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 does not require any additional recurring disclosures. Effective January 1, 2014, CBIZ adopted ASU 2013-11 and as a result reclassified approximately $1.2 million of unrecognized tax benefits to reduce the Company’s deferred tax assets. There was no impact to the accompanying Consolidated Statements of Comprehensive Income as a result of the adoption of ASU 2013-11. | |||||
In April 2014, the FASB issued ASU No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of an Entity.” The amendments in ASU 2014-08 change the requirements for reporting discontinued operations. A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The update is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014. | |||||
In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. ASU 2014-09 will require entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 31, 2016, including interim periods. CBIZ will have the option to apply the provisions of ASU 2014-09 either retrospectively to each reporting period presented, or retrospectively with the cumulative effect of applying this standard at the date of initial application. Early adoption is not permitted. CBIZ is currently evaluating the method of adoption and the impact that ASU 2014-09 will have on CBIZ’s accompanying consolidated financial statements. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [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 |
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Accounts Receivable, Net | Accounts receivable, net balances at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Trade accounts receivable | $ | 107,174 | $ | 105,814 | |||||||||
Unbilled revenue, at net realizable value | 47,789 | 42,224 | |||||||||||
Total accounts receivable | 154,963 | 148,038 | |||||||||||
Allowance for doubtful accounts | (11,915 | ) | (9,975 | ) | |||||||||
Accounts receivable, net | $ | 143,048 | $ | 138,063 | |||||||||
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): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of period | $ | (9,975 | ) | $ | (11,363 | ) | $ | (8,689 | ) | ||||
Provision for losses | (5,740 | ) | (4,664 | ) | (5,051 | ) | |||||||
Charge-offs, net of recoveries | 3,800 | 6,052 | 2,377 | ||||||||||
Balance at end of period | $ | (11,915 | ) | $ | (9,975 | ) | $ | (11,363 | ) | ||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Summary of Property and Equipment, Net | Property and equipment, net at December 31, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Buildings and leasehold improvements | $ | 19,371 | $ | 18,380 | |||||||||
Furniture and fixtures | 21,979 | 22,087 | |||||||||||
Capitalized software | 35,549 | 34,983 | |||||||||||
Equipment | 11,486 | 10,310 | |||||||||||
Total property and equipment | 88,385 | 85,760 | |||||||||||
Accumulated depreciation and amortization | (69,910 | ) | (66,805 | ) | |||||||||
Property and equipment, net | $ | 18,475 | $ | 18,955 | |||||||||
Summary of Depreciation Expense Related to Property and Equipment | Depreciation expense related to property and equipment for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating expenses | $ | 4,940 | $ | 4,425 | $ | 4,381 | |||||||
Corporate general and administrative expenses | 413 | 331 | 307 | ||||||||||
Total depreciation expense | $ | 5,353 | $ | 4,756 | $ | 4,688 | |||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill | $ | 435,231 | $ | 384,697 | |||||||||||||
Intangibles: | |||||||||||||||||
Client lists | 140,187 | 132,637 | |||||||||||||||
Other intangibles | 6,482 | 2,355 | |||||||||||||||
Total intangibles | 146,669 | 134,992 | |||||||||||||||
Total goodwill and other intangibles assets | 581,900 | 519,689 | |||||||||||||||
Accumulated amortization: | |||||||||||||||||
Client lists | (54,213 | ) | (51,016 | ) | |||||||||||||
Other intangibles | (1,225 | ) | (1,025 | ) | |||||||||||||
Total accumulated amortization | (55,438 | ) | (52,041 | ) | |||||||||||||
Goodwill and other intangible assets, net | $ | 526,462 | $ | 467,648 | |||||||||||||
Changes in Carrying Amount of Goodwill by Operating Segment | Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
Financial | Employee | National | Total | ||||||||||||||
Services | Services | Practices | Goodwill | ||||||||||||||
December 31, 2012 | $ | 259,038 | $ | 114,418 | $ | 1,666 | $ | 375,122 | |||||||||
Additions | 1,677 | 7,898 | — | 9,575 | |||||||||||||
December 31, 2013 | $ | 260,715 | $ | 122,316 | $ | 1,666 | $ | 384,697 | |||||||||
Additions | 9,452 | 42,619 | — | 52,071 | |||||||||||||
Divestitures | (1,537 | ) | — | — | (1,537 | ) | |||||||||||
December 31, 2014 | $ | 268,630 | $ | 164,935 | $ | 1,666 | $ | 435,231 | |||||||||
Amortization Expense Related to Client Lists and Other Intangible Assets | Amortization expense related to client lists and other intangible assets for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Operating expenses | $ | 14,462 | $ | 13,520 | $ | 11,443 | |||||||||||
Corporate general and administrative expenses | 16 | 15 | 16 | ||||||||||||||
Total amortization expense | $ | 14,478 | $ | 13,535 | $ | 11,459 | |||||||||||
Amortization Expense for Existing Client Lists and Other Intangible Assets | Amortization expense for existing client lists and other intangible assets for each of the next five years ending December 31 is estimated to be (in thousands): | ||||||||||||||||
2015 | $ | 14,009 | |||||||||||||||
2016 | $ | 13,346 | |||||||||||||||
2017 | $ | 12,885 | |||||||||||||||
2018 | $ | 12,033 | |||||||||||||||
2019 | $ | 8,162 |
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||||||
Summary of Bond Activity | The following table summarizes CBIZ’s bond activity for the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Fair value at January 1 | $ | 30,011 | $ | 29,776 | |||||||||||||||||
Purchases | 14,089 | 5,650 | |||||||||||||||||||
Sales | (245 | ) | (845 | ) | |||||||||||||||||
Maturities and calls | (6,426 | ) | (4,050 | ) | |||||||||||||||||
Increase (decrease) in bond premium | 1,155 | (270 | ) | ||||||||||||||||||
Fair market value adjustment | (185 | ) | (250 | ) | |||||||||||||||||
Fair value at December 31 | $ | 38,399 | $ | 30,011 | |||||||||||||||||
Summary of Outstanding Interest Rate Swap | The following table summarizes CBIZ’s outstanding interest rate swap and its classification in the accompanying Consolidated Balance Sheets at December 31, 2014 and 2013 (in thousands). | ||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||
Notional | Fair | Balance Sheet | |||||||||||||||||||
Amount | Value (2) | Location | |||||||||||||||||||
Interest rate swap (1) | $ | 25,000 | $ | (126 | ) | Other current and non-current liabilities | |||||||||||||||
December 31, 2013 | |||||||||||||||||||||
Notional | Fair | Balance Sheet | |||||||||||||||||||
Amount | Value (2) | Location | |||||||||||||||||||
Interest rate swap | $ | 40,000 | $ | (452 | ) | Other current and non-current liabilities | |||||||||||||||
-1 | Represents interest rate swap with a notional value of $25 million which will expire in June 2015. Under the terms of the interest rate swap, CBIZ pays interest at a fixed rate of 1.41% plus applicable margin as stated in the agreement, and received interest that varied with the three-month LIBOR. | ||||||||||||||||||||
-2 | See additional disclosures regarding fair value measurements in Note 6. | ||||||||||||||||||||
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swap on CBIZ’s accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
Gain recognized in | Loss reclassified | ||||||||||||||||||||
AOCL, net of tax | from AOCL into expense | ||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Location | |||||||||||||||||
Interest rate swap | $ | 206 | $ | 230 | $ | (376 | ) | $ | (459 | ) | Interest expense |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes CBIZ’s assets and liabilities at December 31, 2014 and 2013 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 the Company to determine such fair value (in thousands): | ||||||||||||||||
Level | December 31, | December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred compensation plan assets | 1 | $ | 60,290 | $ | 51,953 | ||||||||||||
Corporate and municipal bonds | 1 | $ | 38,399 | $ | 30,011 | ||||||||||||
Interest rate swap | 2 | $ | (126 | ) | $ | (452 | ) | ||||||||||
Contingent purchase price liabilities | 3 | $ | (33,368 | ) | $ | (25,196 | ) | ||||||||||
Change in Level 3 Fair Values of Contingent Purchase Price Liability | The following table summarizes the change in fair value of the Company’s contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2014 and 2013 (pre-tax basis, in thousands): | ||||||||||||||||
Contingent | |||||||||||||||||
Purchase Price | |||||||||||||||||
Liabilities | |||||||||||||||||
Beginning balance — January 1, 2013 | $ | (30,012 | ) | ||||||||||||||
Additions from business acquisitions | (5,487 | ) | |||||||||||||||
Payment of contingent purchase price payable | 11,511 | ||||||||||||||||
Change in fair value of contingency | (1,102 | ) | |||||||||||||||
Change in net present value of contingency | (106 | ) | |||||||||||||||
Balance — December 31, 2013 | $ | (25,196 | ) | ||||||||||||||
Additions from business acquisitions | (19,353 | ) | |||||||||||||||
Payment of contingent purchase price payable | 5,230 | ||||||||||||||||
Change in fair value of contingency | 6,080 | ||||||||||||||||
Change in net present value of contingency | (129 | ) | |||||||||||||||
Balance — December 31, 2014 | $ | (33,368 | ) | ||||||||||||||
Financial Instruments | The following table presents financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Value | Value | Value | Value | ||||||||||||||
2006 Notes | $ | 750 | $ | 750 | $ | 750 | $ | 750 | |||||||||
2010 Notes | $ | 95,819 | $ | 118,157 | $ | 124,506 | $ | 173,779 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 50,385 | $ | 41,809 | $ | 37,970 | |||||||
Foreign (Canada) | 183 | 147 | 187 | ||||||||||
Total | $ | 50,568 | $ | 41,956 | $ | 38,157 | |||||||
Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income | Income tax expense included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Continuing operations: | |||||||||||||
Current: | |||||||||||||
Federal | $ | 15,749 | $ | 13,880 | $ | 13,621 | |||||||
Foreign | 47 | 47 | 47 | ||||||||||
State and local | 1,782 | 2,311 | 2,779 | ||||||||||
Total | 17,578 | 16,238 | 16,447 | ||||||||||
Deferred: | |||||||||||||
Federal | 952 | (394 | ) | (1,423 | ) | ||||||||
State and local | 1,624 | 733 | (660 | ) | |||||||||
Total | 2,576 | 339 | (2,083 | ) | |||||||||
Total income tax expense from continuing operations | 20,154 | 16,577 | 14,364 | ||||||||||
Discontinued operations: | |||||||||||||
Operations of discontinued operations: | |||||||||||||
Current | 51 | 3,107 | 4,590 | ||||||||||
Deferred | (222 | ) | (653 | ) | 361 | ||||||||
Total | (171 | ) | 2,454 | 4,951 | |||||||||
Gain on disposal of discontinued operations: | |||||||||||||
Current | 34 | 49,973 | 52 | ||||||||||
Deferred | — | (776 | ) | — | |||||||||
Total | 34 | 49,197 | 52 | ||||||||||
Total income tax expense from discontinued operations | (137 | ) | 51,651 | 5,003 | |||||||||
Total income tax expense | $ | 20,017 | $ | 68,228 | $ | 19,367 | |||||||
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): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax at statutory rate (35%) | $ | 17,699 | $ | 14,684 | $ | 13,355 | |||||||
State taxes (net of federal benefit) | 3,361 | 2,020 | 970 | ||||||||||
Business meals and entertainment — non-deductible | 667 | 624 | 674 | ||||||||||
Reserves for uncertain tax positions | (1,724 | ) | (531 | ) | (432 | ) | |||||||
Other, net | 151 | (220 | ) | (203 | ) | ||||||||
Provision for income taxes from continuing operations | $ | 20,154 | $ | 16,577 | $ | 14,364 | |||||||
Effective income tax rate | 39.9 | % | 39.5 | % | 37.6 | % | |||||||
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, 2014 and 2013, were as follows (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards . | $ | 973 | $ | 2,026 | |||||||||
Allowance for doubtful accounts | 3,028 | 2,663 | |||||||||||
Employee benefits and compensation | 25,238 | 23,774 | |||||||||||
Lease costs | 3,959 | 4,398 | |||||||||||
State tax credit carryforwards | 1,496 | 2,240 | |||||||||||
Other deferred tax assets | 3,175 | 3,581 | |||||||||||
Total gross deferred tax assets | 37,869 | 38,682 | |||||||||||
Less: valuation allowance | (1,079 | ) | (926 | ) | |||||||||
Total deferred tax assets, net | $ | 36,790 | $ | 37,756 | |||||||||
Deferred tax liabilities: | |||||||||||||
Accrued interest | $ | 5,878 | $ | 8,584 | |||||||||
Client list intangible assets | 4,016 | 3,915 | |||||||||||
Goodwill and other intangibles | 22,284 | 17,876 | |||||||||||
Contingent purchase price liabilities | 3,590 | 1,977 | |||||||||||
Other deferred tax liabilities | 248 | 222 | |||||||||||
Total gross deferred tax liabilities | $ | 36,016 | $ | 32,574 | |||||||||
Net deferred tax asset | $ | 774 | $ | 5,182 | |||||||||
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): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at January 1 | $ | 5,508 | $ | 3,618 | $ | 3,979 | |||||||
Additions for tax positions of the current year | 1,107 | 2,647 | 212 | ||||||||||
Additions for tax positions of prior years | 118 | — | 323 | ||||||||||
Settlements of prior year positions | (1,343 | ) | — | — | |||||||||
Lapse of statutes of limitation | (799 | ) | (757 | ) | (896 | ) | |||||||
Balance at December 31 | $ | 4,591 | $ | 5,508 | $ | 3,618 | |||||||
Borrowing_Arrangements_Tables
Borrowing Arrangements (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary of Recognized Interest Expense on 2010 Notes and 2006 Notes | For the years ended December 31, 2014 and 2013, CBIZ recognized interest expense on the 2010 Notes and the 2006 Notes as follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Contractual coupon interest | $ | 5,719 | $ | 6,361 | |||||
Amortization of discount | 2,728 | 2,840 | |||||||
Amortization of deferred financing costs | 644 | 720 | |||||||
Total interest expense | $ | 9,091 | $ | 9,921 | |||||
Summary of Unsecured Credit Facility | Rates for the years ended December 31, 2014 and 2013 were as follows: | ||||||||
2014 | 2013 | ||||||||
Weighted average rates | 2.44% | 2.99% | |||||||
Range of effective rates | 1.87% - 4.00% | 1.88% - 3.91% | |||||||
2010 Convertible Senior Subordinated Notes [Member] | |||||||||
Summary of Carrying Amount of Debt and Equity Components | The carrying amount of the 2010 Notes at December 31, 2014 and 2013 was as follow (in thousands): | ||||||||
2014 | 2013 | ||||||||
Principal amount of notes | $ | 97,650 | $ | 130,000 | |||||
Unamortized discount | (1,831 | ) | (5,494 | ) | |||||
Net carrying amount | $ | 95,819 | $ | 124,506 | |||||
2006 Convertible Senior Subordinated Notes [Member] | |||||||||
Summary of Carrying Amount of Debt and Equity Components | The carrying amount of the 2006 Notes at December 31, 2014 and 2013 was as follow (in thousands): | ||||||||
2014 | 2013 | ||||||||
Principal amount of notes | $ | 750 | $ | 750 | |||||
Unamortized discount | — | — | |||||||
Net carrying amount | $ | 750 | $ | 750 | |||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Net unrealized (losses) gains on available-for-sale securities, net of income tax (benefit) expense of $(37) and $37, respectively | $ | (58 | ) | $ | 59 | ||||
Net unrealized loss on interest rate swap, net of income tax benefit of $47 and $167, respectively | (79 | ) | (285 | ) | |||||
Foreign currency translation | (558 | ) | (499 | ) | |||||
Accumulated other comprehensive loss | $ | (695 | ) | $ | (725 | ) | |||
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Schedule of Future Minimum Cash Commitments Under Operating Leases | CBIZ leases certain of its office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2014 were as follows (in thousands): | ||||||||||||
Year Ending | Gross Operating | Sub-Leases (2) | Net Operating | ||||||||||
December 31, | Lease | Lease | |||||||||||
Commitments (1) | Commitments (1) | ||||||||||||
2015 | $ | 34,424 | $ | 875 | $ | 33,549 | |||||||
2016 | 31,422 | 699 | 30,723 | ||||||||||
2017 | 24,486 | — | 24,486 | ||||||||||
2018 | 20,800 | — | 20,800 | ||||||||||
2019 | 14,986 | — | 14,986 | ||||||||||
Thereafter | 58,627 | — | 58,627 | ||||||||||
Total | $ | 184,745 | $ | 1,574 | $ | 183,171 | |||||||
-1 | Includes lease commitments accrued in the consolidation and integration reserve as of December 31, 2014 as further described in Note 12. | ||||||||||||
-2 | A substantial portion of the sub-leases relate to restructuring lease obligations and are reflected in the consolidation and integration reserve as further described in Note 12. |
Consolidation_and_Integration_1
Consolidation and Integration Reserve (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Text Block [Abstract] | |||||
Summary of Consolidation and Integration Reserve | Activity during the years ended December 31, 2014 and 2013 was as follows (in thousands): | ||||
Consolidation | |||||
and Integration | |||||
Reserve | |||||
Reserve balance at December 31, 2012 | $ | 1,264 | |||
Adjustments against income (1) | 642 | ||||
Payments (2) | (895 | ) | |||
Reserve balance at December 31, 2013 | 1,011 | ||||
Adjustments against income (1) | 478 | ||||
Payments (2) | (365 | ) | |||
Reserve balance at December 31, 2014 | $ | 1,124 | |||
-1 | Adjustments against income are included in “operating expenses” in the accompanying Consolidated Statements of Comprehensive Income. | ||||
-2 | Payments are net of sub-lease payments received. |
Employee_Share_Plans_Tables
Employee Share Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Fair Value Option Award Weighted Average Assumptions Used | The following weighted average assumptions were utilized: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility (1) | 28.83 | % | 33.46 | % | 32.86 | % | |||||||||||
Expected option life (years) (2) | 4.66 | 4.85 | 4.85 | ||||||||||||||
Risk-free interest rate (3) | 1.38 | % | 0.75 | % | 0.78 | % | |||||||||||
Expected dividend yield (4) | 0 | % | 0 | % | 0 | % | |||||||||||
-1 | The expected volatility assumption was determined based upon the historical volatility of CBIZ’s stock price, using daily price intervals. | ||||||||||||||||
-2 | The expected option life was determined based upon CBIZ’s 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 based 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 CBIZ’s historical and estimated dividend payouts. CBIZ does not expect to change its dividend payout policy in the foreseeable future. | ||||||||||||||||
Schedule of Share-Based Compensation Awards | During the years ended December 31, 2014, 2013 and 2012, CBIZ recognized compensation expense for these awards as follows (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Stock options | $ | 2,576 | $ | 2,748 | $ | 2,981 | |||||||||||
Restricted stock awards | 3,629 | 2,907 | 2,907 | ||||||||||||||
Total stock-based compensation expense before income tax benefit | $ | 6,205 | $ | 5,655 | $ | 5,888 | |||||||||||
Stock Award Activity | Stock option activity during the year ended December 31, 2014 was as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in | Exercise | Remaining | Value (in | ||||||||||||||
thousands) | Price Per | Contractual | millions) | ||||||||||||||
Share | Term | ||||||||||||||||
Outstanding at December 31, 2013 | 6,035 | $ | 6.88 | ||||||||||||||
Granted | 1,348 | $ | 8.36 | ||||||||||||||
Exercised | (1,507 | ) | $ | 7.54 | |||||||||||||
Expired or canceled | (274 | ) | $ | 6.97 | |||||||||||||
Outstanding at December 31, 2014 | 5,602 | $ | 7.06 | 3.42 years | $ | 8.4 | |||||||||||
Vested and exercisable at December 31, 2014 | 2,482 | $ | 6.84 | 2.21 years | $ | 4.3 | |||||||||||
Roll Forward of RSU Activity | Restricted stock award activity during the year ended December 31, 2014 was as follows: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
(in thousands) | Grant-Date | ||||||||||||||||
Fair Value (1) | |||||||||||||||||
Non-vested at December 31, 2013 | 1,083 | $ | 6.62 | ||||||||||||||
Granted | 482 | $ | 8.46 | ||||||||||||||
Vested | (507 | ) | $ | 6.98 | |||||||||||||
Forfeited | (18 | ) | $ | 6.94 | |||||||||||||
Non-vested at December 31, 2014 | 1,039 | $ | 7.3 | ||||||||||||||
-1 | Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Computation of Basic and Diluted Earnings Per Share for Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations (in thousands, except per share data): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator: | |||||||||||||
Income from continuing operations | $ | 30,414 | $ | 25,379 | $ | 23,793 | |||||||
Denominator: | |||||||||||||
Basic | |||||||||||||
Weighted average common shares outstanding | 48,343 | 48,632 | 49,002 | ||||||||||
Diluted | |||||||||||||
Stock options (1) | 761 | 194 | — | ||||||||||
Restricted stock awards | 293 | 263 | 186 | ||||||||||
Contingent shares (2) | 129 | 52 | 64 | ||||||||||
Convertible senior subordinated notes (3) | 1,961 | — | — | ||||||||||
Diluted weighted average common shares outstanding | 51,487 | 49,141 | 49,252 | ||||||||||
Earnings Per Share: | |||||||||||||
Basic earnings per share from continuing operations | $ | 0.63 | $ | 0.52 | $ | 0.49 | |||||||
Diluted earnings per share from continuing operations | $ | 0.59 | $ | 0.52 | $ | 0.48 | |||||||
-1 | For the years ended December 31, 2014, 2013 and 2012, a total of 0.9 million, 6.1 million and 8.2 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 CBIZ once future conditions have been met. See Note 19 for further discussion of acquisitions. | ||||||||||||
-3 | The dilutive impact of potential shares to be issued related to the 2010 Notes is based on the average share price of $8.71 for the twelve months ended December 31, 2014 which exceeded the conversion price of $7.41. |
Supplemental_Cash_Flow_Disclos1
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||
Cash Paid for Interest and Income Taxes | Cash paid for interest and income taxes during the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest | $ | 9,268 | $ | 10,783 | $ | 11,089 | |||||||
Income taxes (1) | $ | 18,277 | $ | 67,941 | $ | 12,902 | |||||||
-1 | Approximately $47.5 million related to the gain on sale of MMP is included in cash paid for income taxes for the year ended December 31, 2013. | ||||||||||||
Non-cash Consideration Paid for Business Acquisitions and Intangible Assets | Non-cash investing and financing activities during the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Business acquisitions, including contingent consideration earned | $ | 4,265 | $ | 2,417 | $ | 11,849 | |||||||
Estimated contingent purchase price payable | $ | 12,817 | $ | 5,288 | $ | 15,659 | |||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Centric Insurance Agency (Centric), Clearview National Partners, LLC (Clearview), Tegrit Group (Tegrit), Sattler Insurance Agency (Sattler) and Lewis Birch & Richardo, LLC (LBR) [Member] | |||||
Allocated Aggregate Purchase Price of Acquisitions | The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 1,381 | |||
Accounts receivable, net | 4,204 | ||||
Other assets | 464 | ||||
Identifiable intangible assets | 17,952 | ||||
Accounts payable | (3,319 | ) | |||
Accrued liabilities | (3,513 | ) | |||
Income taxes payable | (1,058 | ) | |||
Deferred taxes | (1,834 | ) | |||
Total identifiable net assets | $ | 14,277 | |||
Goodwill | 51,873 | ||||
Aggregate purchase price | $ | 66,150 | |||
Associated Insurance Agents (AIA), Minneapolis, Minnesota and Knight Field Fabry LLP (Knight) [Member] | |||||
Allocated Aggregate Purchase Price of Acquisitions | The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 202 | |||
Accounts receivable, net | 578 | ||||
Other assets | 137 | ||||
Identifiable intangible assets | 3,002 | ||||
Accounts payable | (835 | ) | |||
Accrued liabilities | (416 | ) | |||
Deferred taxes | (1,165 | ) | |||
Total identifiable net assets | $ | 1,503 | |||
Goodwill | 9,278 | ||||
Aggregate purchase price | $ | 10,781 | |||
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member] | |||||
Allocated Aggregate Purchase Price of Acquisitions | The aggregate purchase price for these acquisitions was allocated as follows (in thousands): | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | $ | 422 | |||
Funds held for clients | 39,193 | ||||
Accounts receivable, net (as adjusted) | 7,618 | ||||
Fixed assets and other | 1,300 | ||||
Identifiable intangible assets | 39,300 | ||||
Accrued liabilities | (5,113 | ) | |||
Client fund obligations | (39,193 | ) | |||
Deferred tax liability | (1,236 | ) | |||
Total identifiable net assets | $ | 42,291 | |||
Goodwill (as adjusted) | 57,190 | ||||
Aggregate purchase price | $ | 99,481 | |||
Discontinued_Operations_and_Di1
Discontinued Operations and Divestitures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Gains on Disposals of Discontinued Operations | Gains on disposals of discontinued operations for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gain on disposal of discontinued operations, before income tax expense | $ | 133 | $ | 107,533 | $ | 143 | |||||||
Income tax expense | 34 | 49,197 | 53 | ||||||||||
Gain on disposal of discontinued operations, net of tax | $ | 99 | $ | 58,336 | $ | 90 | |||||||
Discontinued Operations [Member] | |||||||||||||
Loss from Discontinued Operations, Net of Tax | Revenue and results from operations of discontinued operations for the years ended December 31, 2014, 2013 and 2012 are separately reported as “(Loss) income from operations of discontinued operations, net of tax” in the accompanying Consolidated Statements of Comprehensive Income and were as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue | $ | 14,589 | $ | 106,869 | $ | 153,405 | |||||||
(Loss) income from operations of discontinued operations before income tax expense | $ | (925 | ) | $ | 4,602 | $ | 12,214 | ||||||
Income tax (benefit) expense | (171 | ) | 2,454 | 4,951 | |||||||||
(Loss) income from operations of discontinued operations operations, net of tax | $ | (754 | ) | $ | 2,148 | $ | 7,263 | ||||||
Assets and Liabilities | At December 31, 2014 and 2013, the assets and liabilities of businesses classified as discontinued operations are reported separately in the accompanying consolidated financial statements and consisted of the following (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Assets: | |||||||||||||
Accounts receivable, net | $ | 4,699 | $ | 6,113 | |||||||||
Goodwill and other intangible assets, net | 301 | 1,435 | |||||||||||
Property and equipment, net | 171 | 212 | |||||||||||
Other assets | 58 | 89 | |||||||||||
Assets of discontinued operations | $ | 5,229 | $ | 7,849 | |||||||||
Liabilities: | |||||||||||||
Accounts payable | $ | 388 | $ | 309 | |||||||||
Accrued personnel | 591 | 1,000 | |||||||||||
Accrued expenses | 324 | 641 | |||||||||||
Liabilities of discontinued operations | $ | 1,303 | $ | 1,950 |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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, 2014 and 2013 (in thousands, except per share amounts). | ||||||||||||||||
2014 | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
Revenue | $ | 204,726 | $ | 177,466 | $ | 180,269 | $ | 157,022 | |||||||||
Operating expenses | 161,938 | 158,317 | 155,233 | 154,316 | |||||||||||||
Gross margin | 42,788 | 19,149 | 25,036 | 2,706 | |||||||||||||
Corporate general and administrative | 10,198 | 8,306 | 8,889 | 6,790 | |||||||||||||
Operating income (loss) | 32,590 | 10,843 | 16,147 | (4,084 | ) | ||||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense | (3,433 | ) | (3,577 | ) | (3,123 | ) | (2,991 | ) | |||||||||
Gain on sale of operations, net | 8 | 68 | 17 | 1,210 | |||||||||||||
Other income (loss), net | 1,975 | 3,936 | (1,368 | ) | 2,350 | ||||||||||||
Total other (expense) income, net | (1,450 | ) | 427 | (4,474 | ) | 569 | |||||||||||
Income (loss) from continuing operations before income tax expense (benefit) | 31,140 | 11,270 | 11,673 | (3,515 | ) | ||||||||||||
Income tax expense (benefit) | 13,114 | 4,824 | 4,353 | (2,137 | ) | ||||||||||||
Income (loss) from continuing operations | 18,026 | 6,446 | 7,320 | (1,378 | ) | ||||||||||||
(Loss) income from operations of discontinued operations, net of tax | (263 | ) | (312 | ) | (239 | ) | 60 | ||||||||||
(Loss) gain on disposal of discontinued operations, net of tax | (474 | ) | (27 | ) | 607 | (7 | ) | ||||||||||
Net income (loss) | $ | 17,289 | $ | 6,107 | $ | 7,688 | $ | (1,325 | ) | ||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic: | |||||||||||||||||
Continuing operations | $ | 0.37 | $ | 0.13 | $ | 0.15 | $ | (0.03 | ) | ||||||||
Discontinued operations | (0.01 | ) | 0 | 0.01 | 0 | ||||||||||||
Net income (loss) | $ | 0.36 | $ | 0.13 | $ | 0.16 | $ | (0.03 | ) | ||||||||
Diluted: | |||||||||||||||||
Continuing operations | $ | 0.34 | $ | 0.12 | $ | 0.14 | $ | (0.03 | ) | ||||||||
Discontinued operations | (0.01 | ) | 0 | 0.01 | 0 | ||||||||||||
Net income (loss) | $ | 0.33 | $ | 0.12 | $ | 0.15 | $ | (0.03 | ) | ||||||||
Basic weighted average common shares | 48,182 | 48,273 | 48,451 | 48,455 | |||||||||||||
Diluted weighted average common shares | 52,618 | 52,052 | 51,209 | 48,455 | |||||||||||||
2013 | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
Revenue | $ | 197,078 | $ | 168,296 | $ | 165,145 | $ | 146,652 | |||||||||
Operating expenses | 155,382 | 147,202 | 146,464 | 144,291 | |||||||||||||
Gross margin | 41,696 | 21,094 | 18,681 | 2,361 | |||||||||||||
Corporate general and administrative | 9,984 | 7,649 | 8,944 | 7,821 | |||||||||||||
Operating income (loss) | 31,712 | 13,445 | 9,737 | (5,460 | ) | ||||||||||||
Other expense: | |||||||||||||||||
Interest expense | (4,056 | ) | (4,145 | ) | (3,815 | ) | (3,358 | ) | |||||||||
Gain on sale of operations, net | 18 | 48 | 6 | 7 | |||||||||||||
Other income, net | 1,728 | 515 | 2,371 | 3,203 | |||||||||||||
Total other expense, net | (2,310 | ) | (3,582 | ) | (1,438 | ) | (148 | ) | |||||||||
Income (loss) from continuing operations before income tax expense (benefit) | 29,402 | 9,863 | 8,299 | (5,608 | ) | ||||||||||||
Income tax expense (benefit) | 12,308 | 4,260 | 2,707 | (2,698 | ) | ||||||||||||
Income (loss) from continuing operations | 17,094 | 5,603 | 5,592 | (2,910 | ) | ||||||||||||
Income (loss) from operations of discontinued operations, net of tax | 1,186 | 1,639 | 453 | (1,130 | ) | ||||||||||||
Gain on disposal of discontinued operations, net of tax | 23 | 1,905 | 56,315 | 93 | |||||||||||||
Net income (loss) | $ | 18,303 | $ | 9,147 | $ | 62,360 | $ | (3,947 | ) | ||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic: | |||||||||||||||||
Continuing operations | $ | 0.35 | $ | 0.11 | $ | 0.12 | $ | (0.06 | ) | ||||||||
Discontinued operations | 0.02 | 0.07 | 1.16 | (0.02 | ) | ||||||||||||
Net income (loss) | $ | 0.37 | $ | 0.18 | $ | 1.28 | $ | (0.08 | ) | ||||||||
Diluted: | |||||||||||||||||
Continuing operations | $ | 0.34 | $ | 0.11 | $ | 0.11 | $ | (0.06 | ) | ||||||||
Discontinued operations | 0.02 | 0.07 | 1.16 | (0.02 | ) | ||||||||||||
Net income (loss) | $ | 0.36 | $ | 0.18 | $ | 1.27 | $ | (0.08 | ) | ||||||||
Basic weighted average common shares | 49,417 | 49,639 | 48,504 | 46,681 | |||||||||||||
Diluted weighted average common shares | 49,836 | 49,929 | 49,003 | 46,981 | |||||||||||||
Segment_Disclosures_Tables
Segment Disclosures (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Schedule of Revenue from External Customersc | CBIZ operates in the United States and Canada and revenue generated from such operations during the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
United States | $ | 717,865 | $ | 675,467 | $ | 611,034 | |||||||||||||||
Canada | 1,618 | 1,704 | 1,655 | ||||||||||||||||||
Total Revenue | $ | 719,483 | $ | 677,171 | $ | 612,689 | |||||||||||||||
Summary of Segment Information | Segment information for the years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 465,130 | $ | 224,898 | $ | 29,455 | $ | — | $ | 719,483 | |||||||||||
Operating expenses | 399,783 | 186,002 | 26,798 | 17,221 | 629,804 | ||||||||||||||||
Gross margin | 65,347 | 38,896 | 2,657 | (17,221 | ) | 89,679 | |||||||||||||||
Corporate general & admin | — | — | — | 34,183 | 34,183 | ||||||||||||||||
Operating income (loss) | 65,347 | 38,896 | 2,657 | (51,404 | ) | 55,496 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (31 | ) | — | (13,093 | ) | (13,124 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 1,303 | 1,303 | ||||||||||||||||
Other income, net | 417 | 557 | 4 | 5,915 | 6,893 | ||||||||||||||||
Total other income (expense) | 417 | 526 | 4 | (5,875 | ) | (4,928 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 65,764 | $ | 39,422 | $ | 2,661 | $ | (57,279 | ) | $ | 50,568 | ||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 441,787 | $ | 204,863 | $ | 30,521 | $ | — | $ | 677,171 | |||||||||||
Operating expenses | 380,660 | 168,696 | 27,589 | 16,394 | 593,339 | ||||||||||||||||
Gross margin | 61,127 | 36,167 | 2,932 | (16,394 | ) | 83,832 | |||||||||||||||
Corporate general & admin | — | — | — | 34,398 | 34,398 | ||||||||||||||||
Operating income (loss) | 61,127 | 36,167 | 2,932 | (50,792 | ) | 49,434 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (24 | ) | — | (15,350 | ) | (15,374 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 79 | 79 | ||||||||||||||||
Other income, net | 491 | 297 | 1 | 7,028 | 7,817 | ||||||||||||||||
Total other income (expense) | 491 | 273 | 1 | (8,243 | ) | (7,478 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 61,618 | $ | 36,440 | $ | 2,933 | $ | (59,035 | ) | $ | 41,956 | ||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||||
Financial | Employee | National | Corporate | Total | |||||||||||||||||
Services | Services | Practices | and Other | ||||||||||||||||||
Revenue | $ | 396,346 | $ | 186,217 | $ | 30,126 | $ | — | $ | 612,689 | |||||||||||
Operating expenses | 342,539 | 155,311 | 26,713 | 15,742 | 540,305 | ||||||||||||||||
Gross margin | 53,807 | 30,906 | 3,413 | (15,742 | ) | 72,384 | |||||||||||||||
Corporate general & admin | — | — | — | 30,209 | 30,209 | ||||||||||||||||
Operating income (loss) | 53,807 | 30,906 | 3,413 | (45,951 | ) | 42,175 | |||||||||||||||
Other income (expense): | |||||||||||||||||||||
Interest expense | — | (30 | ) | — | (14,969 | ) | (14,999 | ) | |||||||||||||
Gain on sale of operations, net | — | — | — | 2,766 | 2,766 | ||||||||||||||||
Other income, net | 2,064 | 1,086 | 2 | 5,063 | 8,215 | ||||||||||||||||
Total other income (expense) | 2,064 | 1,056 | 2 | (7,140 | ) | (4,018 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 55,871 | $ | 31,962 | $ | 3,415 | $ | (53,091 | ) | $ | 38,157 | ||||||||||
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Jan. 01, 2014 | Dec. 31, 2011 | Jul. 26, 2013 |
Practice_Groups | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of practice groups | 3 | ||||||
Payment for acquisition of common stock | $28,137,000 | $26,468,000 | $5,716,000 | ||||
Fees earned under administrative service agreement | 132,200,000 | 133,500,000 | 109,400,000 | ||||
Maximum maturity period of investments | 3 years | ||||||
Intangible assets amortization period | 8 years 4 months 24 days | ||||||
Software purchased or developed, estimated useful life | 7 years | ||||||
Contract payment terms | 90 days | ||||||
Total personnel costs | 487,000,000 | 459,800,000 | 417,900,000 | ||||
Total occupancy costs | 37,100,000 | 36,000,000 | 34,900,000 | ||||
Shares vesting term | 4 years | ||||||
Unrecognized tax benefits | 4,591,000 | 5,508,000 | 3,618,000 | 1,200,000 | 3,979,000 | ||
Minimum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 2 years | ||||||
Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 15 years | ||||||
MMP [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate Purchase price consideration paid during transaction | 201,600,000 | 201,600,000 | |||||
Number of shares purchased from Westbury | 3.9 | ||||||
Percentage of Holding | 50.00% | ||||||
Common stock, per share amount | $6.65 | ||||||
Payment for acquisition of common stock | $25,700,000 |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Minimum [Member] | Buildings [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 25 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 5 years |
Minimum [Member] | Capitalized Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 2 years |
Minimum [Member] | Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 3 years |
Maximum [Member] | Buildings [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 40 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 10 years |
Maximum [Member] | Capitalized Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Maximum [Member] | Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Accounts_Receivable_Net_Accoun
Accounts Receivable, Net - Accounts Receivables Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Accounts Receivable, Net, Current [Abstract] | ||||
Trade accounts receivable | $107,174 | $105,814 | ||
Unbilled revenue, at net realizable value | 47,789 | 42,224 | ||
Total accounts receivable | 154,963 | 148,038 | ||
Allowance for doubtful accounts | -11,915 | -9,975 | -11,363 | -8,689 |
Accounts receivable, net | $143,048 | $138,063 |
Accounts_Receivable_Net_Schedu
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||
Balance at beginning of period | ($9,975) | ($11,363) | ($8,689) |
Provision for losses | -5,740 | -4,664 | -5,051 |
Charge-offs, net of recoveries | 3,800 | 6,052 | 2,377 |
Balance at end of period | ($11,915) | ($9,975) | ($11,363) |
Property_and_Equipment_Net_Sum
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $88,385 | $85,760 |
Accumulated depreciation and amortization | -69,910 | -66,805 |
Property and equipment, net | 18,475 | 18,955 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 19,371 | 18,380 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 21,979 | 22,087 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 35,549 | 34,983 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $11,486 | $10,310 |
Property_and_Equipment_Net_Sum1
Property and Equipment, Net - Summary of Depreciation Expense Related to Property and Equipment (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $5,353 | $4,756 | $4,688 |
Operating Expenses [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | 4,940 | 4,425 | 4,381 |
Corporate General and Administrative Expenses [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $413 | $331 | $307 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $435,231 | $384,697 | $375,122 |
Intangible assets: | |||
Total intangible assets | 146,669 | 134,992 | |
Total goodwill and intangibles assets | 581,900 | 519,689 | |
Accumulated amortization: | |||
Total accumulated amortization | -55,438 | -52,041 | |
Goodwill and other intangible assets, net | 526,462 | 467,648 | |
Client Lists [Member] | |||
Intangible assets: | |||
Total intangible assets | 140,187 | 132,637 | |
Accumulated amortization: | |||
Total accumulated amortization | -54,213 | -51,016 | |
Other Intangible Assets [Member] | |||
Intangible assets: | |||
Total intangible assets | 6,482 | 2,355 | |
Accumulated amortization: | |||
Total accumulated amortization | ($1,225) | ($1,025) |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in Carrying Amount of Goodwill by Operating Segment (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $384,697 | $375,122 | |
Additions | 52,071 | 9,575 | |
Divestitures | -1,537 | ||
Goodwill | 435,231 | 384,697 | |
Financial Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 260,715 | 259,038 | |
Additions | 9,452 | 1,677 | |
Divestitures | -1,537 | ||
Goodwill | 268,630 | 260,715 | |
Employee Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 122,316 | 114,418 | |
Additions | 42,619 | 7,898 | |
Goodwill | 164,935 | 122,316 | |
National Practices [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 1,666 | ||
Goodwill | $1,666 | $1,666 | $1,666 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Additions to goodwill | $51,900,000 | $9,300,000 |
Decrease to goodwill resulting from business divestiture | 1,537,000 | |
Finite-Lived Intangible Asset, Useful Life | 8 years 4 months 24 days | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Client Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining weighted average amortization period remaining for total intangible assets | 8 years 2 months 12 days | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 11 years 3 months 18 days | |
Other Intangible Assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Other Intangible Assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Financial Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions to goodwill | 9,300,000 | 1,400,000 |
Number of business divested | 1 | 0 |
Decrease to goodwill resulting from business divestiture | 1,537,000 | |
Employee Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions to goodwill | $42,600,000 | $7,900,000 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets, Net - Amortization Expense Related to Client Lists and Other Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $14,478 | $13,535 | $11,459 |
Operating Expenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | 14,462 | 13,520 | 11,443 |
Corporate General and Administrative Expenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $16 | $15 | $16 |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets, Net - Amortization Expense for Existing Client Lists and Other Intangible Assets (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $14,009 |
2016 | 13,346 |
2017 | 12,885 |
2018 | 12,033 |
2019 | $8,162 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Corporate and municipal bonds | $36.40 | $29 |
Maturity dates of bonds, start date | 2015-01 | |
Maturity dates of bonds, end date | 2019-11 |
Financial_Instruments_Summary_
Financial Instruments - Summary of Bond Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $30,011 | $29,776 |
Purchases | 14,089 | 5,650 |
Sales | -245 | -845 |
Maturities and calls | -6,426 | -4,050 |
Increase (decrease) in bond premium | 1,155 | -270 |
Fair market value adjustment | -185 | -250 |
Fair value at end of period | $38,399 | $30,011 |
Financial_Instruments_Summary_1
Financial Instruments - Summary of Outstanding Interest Rate Swap (Detail) (Interest Rate Swap [Member], Other Current and Non-Current Liabilities [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Interest Rate Swap [Member] | Other Current and Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $25,000 | $40,000 |
Fair Value | ($126) | ($452) |
Financial_Instruments_Summary_2
Financial Instruments - Summary of Outstanding Interest Rate Swap (Parenthetical) (Detail) (Interest Rate Swap [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives, Fair Value [Line Items] | ||
Interest rate swap, description of interest received | Interest that varied with the three-month LIBOR | |
Interest rate swap, fixed interest rate | 1.41% | 1.41% |
June 2015 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional value | $25,000 | $25,000 |
Interest rate swap, expiration date | 2015-06 | 2015-06 |
Financial_Instruments_Summary_3
Financial Instruments - Summary of Effects of Interest Rate Swap (Detail) (Interest Rate Swap [Member], Interest expense [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Interest Rate Swap [Member] | Interest expense [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Gain recognized in AOCL, net of tax | $206 | $230 |
Loss reclassified from AOCL into expense | ($376) | ($459) |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Corporate and municipal bonds | $38,399 | $30,011 | $29,776 |
Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Deferred compensation plan assets | 60,290 | 51,953 | |
Corporate and municipal bonds | 38,399 | 30,011 | |
Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Interest rate swap | -126 | -452 | |
Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent purchase price liabilities | ($33,368) | ($25,196) |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Inter-transfers between Levels | $0 | $0 |
Minimum [Member] | ||
Business Combination Contingent Consideration Liability Extended Term | 2 years | |
Maximum [Member] | ||
Business Combination Contingent Consideration Liability Extended Term | 6 years |
Fair_Value_Measurements_Change
Fair Value Measurements - Change in Level 3 Fair Values of Contingent Purchase Price Liability (Detail) (Level 3 [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Ending balance | ($33,368) | ($25,196) |
Contingent Purchase Price Payable [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | -25,196 | -30,012 |
Additions from business acquisitions | -19,353 | -5,487 |
Payment of contingent purchase price payable | 5,230 | 11,511 |
Change in fair value of contingency | 6,080 | -1,102 |
Change in net present value of contingency | -129 | -106 |
Ending balance | $33,368 | ($25,196) |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Instruments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
2006 Convertible Senior Subordinated Notes [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input [Line Items] | ||
Carrying Value | $750 | $750 |
Fair Value | 750 | 750 |
2010 Convertible Senior Subordinated Notes [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input [Line Items] | ||
Carrying Value | 95,819 | 124,506 |
Fair Value | $118,157 | $173,779 |
Income_Taxes_Income_from_Conti
Income Taxes - Income from Continuing Operations Before Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $50,385 | $41,809 | $37,970 | ||||||||
Foreign (Canada) | 183 | 147 | 187 | ||||||||
Income from continuing operations before income tax expense | ($3,515) | $11,673 | $11,270 | $31,140 | ($5,608) | $8,299 | $9,863 | $29,402 | $50,568 | $41,956 | $38,157 |
Income_Taxes_Income_Tax_Expens
Income Taxes - Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||||||||||
Federal | $15,749 | $13,880 | $13,621 | ||||||||
Foreign | 47 | 47 | 47 | ||||||||
State and local | 1,782 | 2,311 | 2,779 | ||||||||
Total | 17,578 | 16,238 | 16,447 | ||||||||
Deferred: | |||||||||||
Federal | 952 | -394 | -1,423 | ||||||||
State and local | 1,624 | 733 | -660 | ||||||||
Total | 2,576 | 339 | -2,083 | ||||||||
Total income tax expense from continuing operations | -2,137 | 4,353 | 4,824 | 13,114 | -2,698 | 2,707 | 4,260 | 12,308 | 20,154 | 16,577 | 14,364 |
Operations of discontinued operations: | |||||||||||
Current | 51 | 3,107 | 4,590 | ||||||||
Deferred | -222 | -653 | 361 | ||||||||
Total | -171 | 2,454 | 4,951 | ||||||||
Gain on disposal of discontinued operations: | |||||||||||
Current | 34 | 49,973 | 52 | ||||||||
Deferred | 0 | -776 | 0 | ||||||||
Total | 34 | 49,197 | 52 | ||||||||
Total income tax expense from discontinued operations | -137 | 51,651 | 5,003 | ||||||||
Total income tax expense | $20,017 | $68,228 | $19,367 |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Tax at statutory rate (35%) | $17,699 | $14,684 | $13,355 | ||||||||
State taxes (net of federal benefit) | 3,361 | 2,020 | 970 | ||||||||
Business meals and entertainment - non-deductible | 667 | 624 | 674 | ||||||||
Reserves for uncertain tax positions | -1,724 | -531 | -432 | ||||||||
Other, net | 151 | -220 | -203 | ||||||||
Total income tax expense from continuing operations | ($2,137) | $4,353 | $4,824 | $13,114 | ($2,698) | $2,707 | $4,260 | $12,308 | $20,154 | $16,577 | $14,364 |
Effective income tax rate | 39.90% | 39.50% | 37.60% |
Income_Taxes_Provision_for_Inc1
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Statutory income tax rate | 35.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Real Estate Acquired Through Foreclosure Under Forward Purchase Agreements [Line Items] | |||
Income tax benefits associated with exercise of non-qualified stock options and restricted stock | $0.50 | $0.10 | $0 |
Increase in valuation allowance due to state net operating loss and tax credit carryforwards | 0.2 | ||
Changes in Valuation allowance primarily related to NOL | 0.2 | ||
State net operating loss carryforwards | 29.2 | ||
State tax credit carryforwards | 1.6 | ||
Unrecognized tax benefits that would impact effective tax rate | 2.9 | ||
Accrued interest expense | 0.3 | 0.2 | |
Liability for interest expense | 0.3 | 0.3 | |
Liability for penalties | 0.3 | 0.3 | |
Accrued interest penalty | 0.2 | ||
2014 Forecast [Member] | |||
Real Estate Acquired Through Foreclosure Under Forward Purchase Agreements [Line Items] | |||
Reductions in the liability for unrecognized tax benefits due to expiration of statues of limitation | $0.30 |
Income_Taxes_Tax_Effects_of_Te
Income Taxes - Tax Effects of Temporary Differences That Rises to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $973 | $2,026 |
Allowance for doubtful accounts | 3,028 | 2,663 |
Employee benefits and compensation | 25,238 | 23,774 |
Lease costs | 3,959 | 4,398 |
State tax credit carryforwards | 1,496 | 2,240 |
Other deferred tax assets | 3,175 | 3,581 |
Total gross deferred tax assets | 37,869 | 38,682 |
Less: valuation allowance | -1,079 | -926 |
Total deferred tax assets, net | 36,790 | 37,756 |
Accrued interest | 5,878 | 8,584 |
Client list intangible assets | 4,016 | 3,915 |
Goodwill and other intangibles | 22,284 | 17,876 |
Contingent purchase price liabilities | 3,590 | 1,977 |
Other deferred tax liabilities | 248 | 222 |
Total gross deferred tax liabilities | 36,016 | 32,574 |
Net deferred tax asset | $774 | $5,182 |
Income_Taxes_Summary_of_Reconc
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $5,508 | $3,618 | $3,979 |
Additions for tax positions of the current year | 1,107 | 2,647 | 212 |
Additions for tax positions of prior years | 118 | 0 | 323 |
Settlements of prior year positions | -1,343 | 0 | 0 |
Lapse of statutes of limitation | -799 | -757 | -896 |
Ending Balance | $4,591 | $5,508 | $3,618 |
Borrowing_Arrangements_Additio
Borrowing Arrangements - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Share data in Millions, except Per Share data, unless otherwise specified | Jul. 28, 2014 | Dec. 31, 2014 | Sep. 27, 2010 | 30-May-06 | Dec. 31, 2013 | Jun. 01, 2011 | Dec. 31, 2015 |
Bank | Debt | ||||||
Debt Instrument [Line Items] | |||||||
Primary debt arrangements | 2 | ||||||
Unsecured credit facility | $400,000,000 | ||||||
Group of participating banks | 8 | ||||||
Outstanding balance under applicable credit facility | 107,400,000 | 48,500,000 | |||||
Approximately available funds under credit facility | 185,000,000 | ||||||
2010 Convertible Senior Subordinated Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate Outstanding principal amount | 97,650,000 | 1,000 | 130,000,000 | ||||
Unsecured credit facility | 400,000,000 | ||||||
Interest rate on Notes | 4.88% | 4.88% | |||||
Convertible Senior Subordinated Notes | 130,000,000 | 130,000,000 | |||||
Notes payable terms | Semi-annually in arrears on April 1 and October 1 beginning April 1, 2011 | ||||||
Maturity date of Notes | 1-Oct-15 | ||||||
Beginning date of notes | 31-Jul-15 | ||||||
Percentage of Common stock | 135.00% | ||||||
Common stock convertible price | $7.41 | ||||||
Notes, convertible, threshold trading days | 30 days | ||||||
Rate for conversion of notes into common stock | 134.9255 | ||||||
Conversion value exceeds principal amount | 1,000 | ||||||
Notes, convertible, terms of conversion feature | The holders of the 2010 Notes may convert their 2010 Notes beginning July 31, 2015, or earlier if the market price per share of CBIZ common stock exceeds 135% of the conversion price for at least 20 days during the period of 30 consecutive trading days ending on the final trading day of the preceding quarter. | ||||||
Percentage of principal amount for calculation of repurchase price | 100.00% | ||||||
Shares issued in exchange for partial retirement of debt | 1.5 | ||||||
Partial Extinguishment of debt | 32,400,000 | ||||||
Cash portion of retirement | 30,600,000 | ||||||
Amortized discount at annual effective rate | 7.50% | ||||||
Discount, period of issuance | 5 years | ||||||
Remaining period for amortization of discount | 9 months | ||||||
2010 Convertible Senior Subordinated Notes [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes, convertible, threshold trading days | 20 days | ||||||
2010 Convertible Senior Subordinated Notes [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion value lesser than principal amount | 1,000 | ||||||
Credit Facility With Bank Of America N A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured credit facility | 275,000,000 | ||||||
2006 Convertible Senior Subordinated Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate Outstanding principal amount | 750,000 | 1,000 | 750,000 | ||||
Interest rate on Notes | 3.13% | ||||||
Convertible Senior Subordinated Notes | 100,000,000 | ||||||
Notes payable terms | Semi-annually in arrears on each June 1 and December 1. | ||||||
Maturity date of Notes | 1-Jun-26 | ||||||
Common stock convertible price | $10.63 | ||||||
Rate for conversion of notes into common stock | 94.1035 | ||||||
Convertible notes retired | 60,000,000 | 39,300,000 | |||||
2006 Convertible Senior Subordinated Notes [Member] | 2014 Forecast [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes retired | $750,000 |
Borrowing_Arrangements_Summary
Borrowing Arrangements - Summary of Carrying Amount of Debt and Equity Components (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 27, 2010 | 30-May-06 |
2010 Convertible Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes | $97,650,000 | $130,000,000 | $1,000 | |
Unamortized discount | -1,831,000 | -5,494,000 | ||
Net carrying amount | 95,819,000 | 124,506,000 | ||
2006 Convertible Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes | 750,000 | 750,000 | 1,000 | |
Net carrying amount | $750,000 | $750,000 |
Borrowing_Arrangements_Summary1
Borrowing Arrangements - Summary of Recognized Interest Expense on 2010 Notes and 2006 Notes (Detail) (Convertible Senior Subordinated Notes [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible Senior Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | $5,719 | $6,361 |
Amortization of discount | 2,728 | 2,840 |
Amortization of deferred financing costs | 644 | 720 |
Total interest expense | $9,091 | $9,921 |
Borrowing_Arrangements_Summary2
Borrowing Arrangements - Summary of Unsecured Credit Facility (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Weighted average rates | 2.44% | 2.99% |
Range of effective rates, minimum | 1.87% | 1.88% |
Range of effective rates, maximum | 4.00% | 3.91% |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Net unrealized (losses) gains on available-for-sale securities, net of income tax (benefit) expense of $(37) and $37, respectively | ($58) | $59 |
Net unrealized loss on interest rate swap, net of income tax benefit of $47 and $167, respectively | -79 | -285 |
Foreign currency translation | -558 | -499 |
Accumulated other comprehensive loss | ($695) | ($725) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Unrealized gains (losses) on available for sale securities, income tax (benefit) expense | ($37) | $37 |
Unrealized loss on interest rate swaps, income tax expense (benefit) | $47 | $167 |
Lease_Commitments_Schedule_of_
Lease Commitments - Schedule of Future Minimum Cash Commitments Under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Gross Operating Lease Commitments, 2015 | $34,424 |
Gross Operating Lease Commitments, 2016 | 31,422 |
Gross Operating Lease Commitments, 2017 | 24,486 |
Gross Operating Lease Commitments, 2018 | 20,800 |
Gross Operating Lease Commitments, 2019 | 14,986 |
Gross Operating Lease Commitments, Thereafter | 58,627 |
Gross Operating Lease Commitments, Total | 184,745 |
Sub-Leases, 2015 | 875 |
Sub-Leases, 2016 | 699 |
Sub-Leases, 2017 | 0 |
Sub-Leases, 2018 | 0 |
Sub-Leases, 2019 | 0 |
Sub-Leases, Thereafter | 0 |
Sub-Leases, Total | 1,574 |
Net Operating Lease Commitments, 2015 | 33,549 |
Net Operating Lease Commitments, 2016 | 30,723 |
Net Operating Lease Commitments, 2017 | 24,486 |
Net Operating Lease Commitments, 2018 | 20,800 |
Net Operating Lease Commitments, 2019 | 14,986 |
Net Operating Lease Commitments , Thereafter | 58,627 |
Net Operating Lease Commitments, Total | $183,171 |
Lease_Commitments_Additional_I
Lease Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Lease Commitments [Abstract] | |||
Rent expense incurred under operating lease | $34.30 | $33.90 | $32.20 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Class_Member | ||
Commitments And Contingencies [Line Items] | ||
License bonds outstanding amount | $1.90 | $2.40 |
Number of class member opted out of settlement before finalization | 18 | |
Ashkenazi [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 92 | |
Victims Recovery [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 53 | |
Rader [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 15 | |
Marsh [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 115 | |
Facciola and ML Liquidating Trust [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 200 | |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | 16 | |
Number of Plaintiffs | 2 | |
Affiliated Entity [Member] | Financial Standby Letter of Credit [Member] | ||
Commitments And Contingencies [Line Items] | ||
Letters of credit outstanding | 1.9 | 1.9 |
Letters of Credit [Member] | ||
Commitments And Contingencies [Line Items] | ||
Letters of credit outstanding | $2.30 | $2.50 |
Consolidation_and_Integration_2
Consolidation and Integration Reserve - Summary of Consolidation and Integration Reserve (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Collaboration Arrangement Disclosure [Abstract] | |||
Consolidation and Integration Reserve, Beginning Balance | $1,011 | $1,264 | |
Adjustments against income | 478 | 642 | 700 |
Payments | -365 | -895 | |
Consolidation and Integration Reserve, Ending Balance | $1,124 | $1,011 | $1,264 |
Consolidation_and_Integration_3
Consolidation and Integration Reserve - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Collaboration Arrangement Disclosure [Abstract] | |||
Lease consolidation and abandonment | $478 | $642 | $700 |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
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% of participating employees contributions (as a percent) | 50.00% | ||
Percentage of participating employees contribution, matched 100% (as a percent) | 6.00% | ||
Employer contribution | $8.50 | $7.90 | $7.20 |
Deferred gains or (losses) of investment | $3.70 | $8.20 | $4.30 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Jul. 01, 2013 | Sep. 27, 2010 | Sep. 14, 2010 | |
Schedule Of Common Stock [Line Items] | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Common stock, par value | $0.01 | $0.01 | |||||
Common stock voting rights | One vote for each share held on all matters submitted to a vote of stockholders. There are no cumulative voting rights with respect to the election of directors. | ||||||
Senior leverage ratio | 3 | ||||||
Share repurchase program, description | Under CBIZ's credit facility (described in Note 8) 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 $25.0 million. | ||||||
Stock repurchase program authorized to be repurchased | 3,200,000 | 0 | 1,000,000 | ||||
Payment for acquisition of treasury stock | $28,137,000 | $26,468,000 | $5,716,000 | ||||
2010 Convertible Senior Subordinated Notes [Member] | |||||||
Schedule Of Common Stock [Line Items] | |||||||
Shares issued in exchange for partial retirement of debt | 1,500,000 | ||||||
Partial Extinguishment of debt | 32,400,000 | ||||||
Cash portion of retirement | 30,600,000 | ||||||
Convertible Senior Subordinated Notes | 130,000,000 | 130,000,000 | |||||
Maximum [Member] | |||||||
Schedule Of Common Stock [Line Items] | |||||||
Annual share repurchase limit | 25,000,000 | ||||||
Westbury Agreement [Member] | |||||||
Schedule Of Common Stock [Line Items] | |||||||
Common stock, par value | $7.25 | ||||||
Stock repurchase program authorized to be repurchased | 7,700,000 | ||||||
MMP [Member] | |||||||
Schedule Of Common Stock [Line Items] | |||||||
Percentage of Holding | 50.00% | ||||||
Common stock, per share amount | $6.65 | ||||||
Payment for acquisition of treasury stock | 25,700,000 | ||||||
MMP [Member] | Westbury Agreement [Member] | |||||||
Schedule Of Common Stock [Line Items] | |||||||
Stock repurchase program authorized to be repurchased | 3,900,000 | ||||||
Percentage of Holding | 50.00% | 50.00% | |||||
Common stock, per share amount | $6.65 | $6.65 | |||||
Payment for acquisition of treasury stock | $25,700,000 | $25,700,000 | |||||
Number of days moving average share price calculation | 60 days | 60 days |
Employee_Share_Plans_Additiona
Employee Share Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Retirement Plans [Line Items] | |||
Holding period of stock | 1 year | ||
Stock awards expiry | 2024 | ||
Fair value of stock options granted | $2.25 | $1.96 | $1.74 |
Options awarded under the plans vesting period | 4 years | ||
Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Maximum stock based compensation awards granted under the plan | 9.6 | ||
Compensation cost for non-vested stock options weighted average period | 1 year 3 months 18 days | ||
Unrecognized compensation cost for restricted stock awards | $7,600,000 | ||
Total fair value of shares vested during period | 3,500,000 | 3,000,000 | 2,900,000 |
Market value of shares awarded during period | 4,100,000 | 3,400,000 | 3,000,000 |
Employee Stock Purchase Plan [Member] | |||
Retirement Plans [Line Items] | |||
Price an employee pays for shares as percentage of fair market value | 85.00% | ||
Termination date of the Employee Stock Purchase Plan | 30-Jun-17 | ||
Stock Option [Member] | |||
Retirement Plans [Line Items] | |||
Percentage of incremental vesting schedule | 25.00% | 25.00% | 25.00% |
Incremental vesting schedule period | 4 years | ||
Stock options expire | 6 years | ||
Options awarded under the plans vesting period | 4 years | ||
Percentage of option price to fair market value | 110.00% | ||
Percentage of voting power of all classes of stock of CBIZ | 10.00% | ||
Weighted-average grant-date fair value of stock options granted | 3,000,000 | 3,000,000 | 2,500,000 |
Aggregate intrinsic value of stock options exercised | 2,300,000 | 2,000,000 | 800,000 |
Unrecognized compensation cost for non-vested stock option | 6,500,000 | ||
Compensation cost for non-vested stock options weighted average period | 1 year 4 months 24 days | ||
2002 Stock Incentive Plan [Member] | |||
Retirement Plans [Line Items] | |||
Share available for future grant | 0.8 | ||
Maximum [Member] | |||
Retirement Plans [Line Items] | |||
Shares purchased under ESPP | 2 | ||
Restricted stock outstanding release from restriction period range | 2015-02 | ||
Maximum [Member] | Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Options awarded under the plans vesting period | 4 years | ||
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Retirement Plans [Line Items] | |||
ESPP allows qualified employees to purchase shares of common stock | $25,000 | ||
Minimum [Member] | |||
Retirement Plans [Line Items] | |||
Restricted stock outstanding release from restriction period range | 2018-05 | ||
Minimum [Member] | Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Options awarded under the plans vesting period | 1 year |
Employee_Share_Plans_Schedule_
Employee Share Plans - Schedule of Fair Value Option Award Weighted Average Assumptions Used (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Expected volatility | 28.83% | 33.46% | 32.86% |
Expected option life (years) | 4 years 7 months 28 days | 4 years 10 months 6 days | 4 years 10 months 6 days |
Risk-free interest rate | 1.38% | 0.75% | 0.78% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Employee_Share_Plans_Schedule_1
Employee Share Plans - Schedule of Share-Based Compensation Awards (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Stock options | $2,576 | $2,748 | $2,981 |
Restricted stock awards | 3,629 | 2,907 | 2,907 |
Total stock-based compensation expense before income tax benefit | $6,205 | $5,655 | $5,888 |
Employee_Share_Plan_Stock_Awar
Employee Share Plan - Stock Award Activity (Detail) (USD $) | 12 Months Ended |
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | |
Outstanding Beginning balance, Number of Options | 6,035 |
Granted, Number of Options | 1,348 |
Exercised, Number of Options | -1,507 |
Expired or canceled, Number of Options | -274 |
Outstanding Ending balance, Number of Options | 5,602 |
Vested and exercisable Ending balance, Number of Options | 2,482 |
Outstanding beginning balance, Weighted Average Exercise Price Per Share | $6.88 |
Granted, Weighted Average Exercise Price Per Share | $8.36 |
Exercised, Weighted Average Exercise Price Per Share | $7.54 |
Expired or canceled, Weighted Average Exercise Price Per Share | $6.97 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $7.06 |
Vested and exercisable Ending balance, Weighted Average Exercise Price | $6.84 |
Weighted Average Remaining Contractual Term, Outstanding | 3 years 5 months 1 day |
Weighted Average Remaining Contractual Term, Vested and exercisable at December 31, 2014 | 2 years 2 months 16 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $8.40 |
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2014 | $4.30 |
Employee_Share_Plans_Roll_Forw
Employee Share Plans - Roll Forward of RSU Activity (Detail) (Restricted Stock Awards [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Restricted Stock Awards [Member] | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |
Non-vested at December 31, 2013, Number of shares | 1,083 |
Granted, Number of shares | 482 |
Vested, Number of shares | -507 |
Forfeited, Number of shares | -18 |
Non-vested at December 31, 2014, Number of shares | 1,039 |
Non-vested at December 31, 2013, Weighted Average Grant-Date Fair Value | $6.62 |
Granted, Weighted Average Grant-Date Fair Value | $8.46 |
Vested, Weighted Average Grant-Date Fair Value | $6.98 |
Forfeited, Weighted Average Grant-Date Fair Value | $6.94 |
Non-vested at December 31, 2014, Weighted Average Grant-Date Fair Value | $7.30 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Line Items] | |
Average annual market price | $8.71 |
2006 Notes [Member] | |
Earnings Per Share [Line Items] | |
Conversion price of debt issued | $10.63 |
2010 Notes [Member] | |
Earnings Per Share [Line Items] | |
Conversion price of debt issued | $7.41 |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Income from continuing operations | ($1,378) | $7,320 | $6,446 | $18,026 | ($2,910) | $5,592 | $5,603 | $17,094 | $30,414 | $25,379 | $23,793 |
Basic | |||||||||||
Weighted average common shares outstanding | 48,455 | 48,451 | 48,273 | 48,182 | 46,681 | 48,504 | 49,639 | 49,417 | 48,343 | 48,632 | 49,002 |
Diluted | |||||||||||
Stock options | 761 | 194 | |||||||||
Restricted stock awards | 293 | 263 | 186 | ||||||||
Contingent shares | 129 | 52 | 64 | ||||||||
Convertible senior subordinated notes | 1,961 | ||||||||||
Diluted weighted average common shares outstanding | 48,455 | 51,209 | 52,052 | 52,618 | 46,981 | 49,003 | 49,929 | 49,836 | 51,487 | 49,141 | 49,252 |
Basic earnings per share from continuing operations | ($0.03) | $0.15 | $0.13 | $0.37 | ($0.06) | $0.12 | $0.11 | $0.35 | $0.63 | $0.52 | $0.49 |
Diluted earnings per share from continuing operations | ($0.03) | $0.14 | $0.12 | $0.34 | ($0.06) | $0.11 | $0.11 | $0.34 | $0.59 | $0.52 | $0.48 |
Earnings_Per_Share_Computation1
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||
Stock based awards excluded from the calculation of diluted earnings per share | 0.9 | 6.1 | 8.2 |
Dilutive impact of potential shares average share price | $8.71 | ||
Dilutive impact of potential shares conversion price | $7.41 |
Supplemental_Cash_Flow_Disclos2
Supplemental Cash Flow Disclosures - Cash Paid for Interest and Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Elements [Abstract] | |||
Interest | $9,268 | $10,783 | $11,089 |
Income taxes | $18,277 | $67,941 | $12,902 |
Supplemental_Cash_Flow_Disclos3
Supplemental Cash Flow Disclosures - Cash Paid for Interest and Income Taxes (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Disclosure Of Non Cash Investing And Financing Information [Line Items] | |||
Income taxes | $18,277 | $67,941 | $12,902 |
MMP [Member] | |||
Supplemental Disclosure Of Non Cash Investing And Financing Information [Line Items] | |||
Income taxes | $47,500 |
Supplemental_Cash_Flow_Disclos4
Supplemental Cash Flow Disclosures - Schedule of Non-cash Investing and Financing Activities (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Elements [Abstract] | |||
Business acquisitions, including contingent consideration earned | $4,265 | $2,417 | $11,849 |
Estimated contingent purchase price payable | $12,817 | $5,288 | $15,659 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Jul. 01, 2013 | Sep. 14, 2010 | |
Notes Receivable Related Parties [Line Items] | ||||||
Shares authorized to be repurchased | 3,200,000 | 0 | 1,000,000 | |||
Common stock repurchase price | $0.01 | $0.01 | ||||
Payment for acquisition of treasury stock | $28,137,000 | $26,468,000 | $5,716,000 | |||
Lease paid by company | 34,300,000 | 33,900,000 | 32,200,000 | |||
Westbury Agreement [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Purchase of option | 5,000,000 | |||||
Shares authorized to be repurchased | 7,700,000 | |||||
Common stock repurchase price | $7.25 | |||||
MMP [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Percentage of Holding | 50.00% | |||||
Common stock, per share amount | $6.65 | |||||
Payment for acquisition of treasury stock | 25,700,000 | |||||
MMP [Member] | Westbury Agreement [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Shares authorized to be repurchased | 3,900,000 | |||||
Repurchase of treasury stock, shares | 3,900,000 | |||||
Percentage of Holding | 50.00% | 50.00% | ||||
Common stock, per share amount | $6.65 | $6.65 | ||||
Payment for acquisition of treasury stock | 25,700,000 | 25,700,000 | ||||
Number of days moving average share price calculation | 60 days | 60 days | ||||
Date of expiration | 30-Sep-13 | |||||
Affiliated Entity [Member] | Guarantor [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Amount of letter of credit for CPA firm | 1,900,000 | 1,900,000 | ||||
Director [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Lease paid by company | 2,200,000 | 2,100,000 | 2,000,000 | |||
Akin Gump [Member] | ||||||
Notes Receivable Related Parties [Line Items] | ||||||
Legal charges paid | $600,000 | $400,000 | $200,000 |
Acquisitions_Allocated_Aggrega
Acquisitions - Allocated Aggregate Purchase Price of Acquisitions (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $435,231 | $384,697 | $375,122 |
Centric Insurance Agency (Centric), Clearview National Partners, LLC (Clearview), Tegrit Group (Tegrit), Sattler Insurance Agency (Sattler) and Lewis Birch & Richardo, LLC (LBR) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 1,381 | ||
Accounts receivable, net | 4,204 | ||
Other assets | 464 | ||
Identifiable intangible assets | 17,952 | ||
Accounts payable | -3,319 | ||
Accrued liabilities | -3,513 | ||
Income taxes payable | -1,058 | ||
Deferred tax liability | -1,834 | ||
Total identifiable net assets | 14,277 | ||
Goodwill | 51,873 | ||
Aggregate purchase price | 66,150 | ||
Associated Insurance Agents (AIA), Minneapolis, Minnesota and Knight Field Fabry LLP (Knight) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 202 | ||
Accounts receivable, net | 578 | ||
Other assets | 137 | ||
Identifiable intangible assets | 3,002 | ||
Accounts payable | -835 | ||
Accrued liabilities | -416 | ||
Deferred tax liability | -1,165 | ||
Total identifiable net assets | 1,503 | ||
Goodwill | 9,278 | ||
Aggregate purchase price | 10,781 | ||
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 422 | ||
Funds held for clients | 39,193 | ||
Accounts receivable, net | 7,618 | ||
Fixed assets and other | 1,300 | ||
Identifiable intangible assets | 39,300 | ||
Accrued liabilities | -5,113 | ||
Client fund obligations | -39,193 | ||
Deferred tax liability | -1,236 | ||
Total identifiable net assets | 42,291 | ||
Goodwill | 57,190 | ||
Aggregate purchase price | $99,481 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 01, 2012 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | $2,200,000 | |||
Goodwill | 435,231,000 | 384,697,000 | 375,122,000 | |
Consideration paid in cash | 4,600,000 | 10,100,000 | 25,600,000 | |
Number of common stock issued | 67,000 | 184,000 | 402,000 | |
Fair value of contingent consideration | 3,900,000 | 1,100,000 | 1,100,000 | |
Common stock issuable | 41,314 | |||
Centric Insurance Agency (Centric), Clearview National Partners, LLC (Clearview), Tegrit Group (Tegrit), Sattler Insurance Agency (Sattler) and Lewis Birch & Richardo, LLC (LBR) [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent arrangements arising from acquisitions | 20,900,000 | |||
Contingent consideration | 19,400,000 | |||
Goodwill | 51,873,000 | |||
Centric Insurance Agency (Centric), Clearview National Partners, LLC (Clearview), Tegrit Group (Tegrit), Sattler Insurance Agency (Sattler) and Lewis Birch & Richardo, LLC (LBR) [Member] | Contingent Purchase Price Liability Current [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 5,000,000 | |||
Centric Insurance Agency (Centric), Clearview National Partners, LLC (Clearview), Tegrit Group (Tegrit), Sattler Insurance Agency (Sattler) and Lewis Birch & Richardo, LLC (LBR) [Member] | Contingent Purchase Price Liability Non-current [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 14,400,000 | |||
Associated Insurance Agents (AIA), Minneapolis, Minnesota and Knight Field Fabry LLP (Knight) [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent arrangements arising from acquisitions | 6,100,000 | |||
Contingent consideration | 5,500,000 | |||
Goodwill | 9,278,000 | |||
Consideration paid in cash | 4,900,000 | |||
Number of businesses acquired | 2 | |||
Guaranteed future consideration | 400,000 | |||
CBIZ contingent consideration | 5,500,000 | |||
Goodwill deductible for tax purposes | 1,400,000 | |||
Associated Insurance Agents (AIA), Minneapolis, Minnesota and Knight Field Fabry LLP (Knight) [Member] | Contingent Purchase Price Liability Current [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 1,200,000 | |||
Associated Insurance Agents (AIA), Minneapolis, Minnesota and Knight Field Fabry LLP (Knight) [Member] | Contingent Purchase Price Liability Non-current [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 4,300,000 | |||
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent arrangements arising from acquisitions | 18,500,000 | |||
Contingent consideration | 15,400,000 | |||
Goodwill | 57,190,000 | |||
Consideration paid in cash | 74,200,000 | |||
Number of businesses acquired | 8 | |||
Guaranteed future consideration | 1,700,000 | |||
Goodwill deductible for tax purposes | 53,000,000 | |||
Consideration paid in common stock | 3,600,000 | |||
Short-term notes payable | 4,500,000 | |||
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member] | Other Current Liabilities [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 4,600,000 | |||
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member] | Other Non-current Liabilities [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 10,800,000 | |||
Acquisition of Client Lists [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | 200,000 | 300,000 | ||
Number of client list purchased | 4 | 3 | ||
Consideration paid in cash | $1,000,000 | $300,000 | $2,500,000 | |
Employee Services [Member] | Acquisition of Client Lists [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of client list purchased | 1 | 2 | ||
Financial Services Practice Group [Member] | Acquisition of Client Lists [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of client list purchased | 3 | 1 |
Discontinued_Operations_and_Di2
Discontinued Operations and Divestitures - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Jul. 26, 2013 | |
Office | Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Number of business divestiture | 2 | ||||||||||||
Gains recorded related to contingent proceeds | ($7,000) | $607,000 | ($27,000) | ($474,000) | $93,000 | $56,315,000 | $1,905,000 | $23,000 | $99,000 | $58,336,000 | $90,000 | ||
Discontinued Operations, Number of Operations Sold | 0 | ||||||||||||
Gain from the sale of its individual wealth management business | 100,000 | 100,000 | 2,800,000 | ||||||||||
Leawood, Kansas [Member] | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Aggregate Purchase price consideration paid during transaction | 1,200,000 | 1,200,000 | |||||||||||
MMP [Member] | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Aggregate Purchase price consideration paid during transaction | 201,600,000 | 201,600,000 | |||||||||||
Amount related to credit facility debt | 40,000,000 | 40,000,000 | |||||||||||
National Practices [Member] | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gains recorded related to contingent proceeds | 100,000 | ||||||||||||
Financial Services Practice Group [Member] | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gain from the sale of its individual wealth management business | 1,200,000 | ||||||||||||
Sale of business | $2,900,000 |
Discontinued_Operations_and_Di3
Discontinued Operations and Divestitures - Loss from Discontinued Operations, Net of Tax (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Revenue | $14,589 | $106,869 | $153,405 | ||||||||
(Loss) income from operations of discontinued operations before income tax expense | -925 | 4,602 | 12,214 | ||||||||
Income tax (benefit) expense | -171 | 2,454 | 4,951 | ||||||||
(Loss) income from operations of discontinued operations operations, net of tax | $60 | ($239) | ($312) | ($263) | ($1,130) | $453 | $1,639 | $1,186 | ($754) | $2,148 | $7,263 |
Discontinued_Operations_and_Di4
Discontinued Operations and Divestitures - Gains on Disposals of Discontinued Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Gain on disposal of discontinued operations, before income tax expense | $133 | $107,533 | $143 | ||||||||
Income tax expense | 34 | 49,197 | 52 | ||||||||
Gain on disposal of discontinued operations, net of tax | ($7) | $607 | ($27) | ($474) | $93 | $56,315 | $1,905 | $23 | $99 | $58,336 | $90 |
Discontinued_Operations_and_Di5
Discontinued Operations and Divestitures - Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Accounts receivable, net | $4,699 | $6,113 |
Goodwill and other intangible assets, net | 301 | 1,435 |
Property and equipment, net | 171 | 212 |
Other assets | 58 | 89 |
Assets of discontinued operations | 5,229 | 7,849 |
Liabilities: | ||
Accounts payable | 388 | 309 |
Accrued personnel | 591 | 1,000 |
Accrued expenses | 324 | 641 |
Liabilities of discontinued operations | $1,303 | $1,950 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $157,022 | $180,269 | $177,466 | $204,726 | $146,652 | $165,145 | $168,296 | $197,078 | $719,483 | $677,171 | $612,689 |
Operating expenses | 154,316 | 155,233 | 158,317 | 161,938 | 144,291 | 146,464 | 147,202 | 155,382 | 629,804 | 593,339 | 540,305 |
Gross margin | 2,706 | 25,036 | 19,149 | 42,788 | 2,361 | 18,681 | 21,094 | 41,696 | 89,679 | 83,832 | 72,384 |
Corporate general and administrative | 6,790 | 8,889 | 8,306 | 10,198 | 7,821 | 8,944 | 7,649 | 9,984 | 34,183 | 34,398 | 30,209 |
Operating income (loss) | -4,084 | 16,147 | 10,843 | 32,590 | -5,460 | 9,737 | 13,445 | 31,712 | 55,496 | 49,434 | 42,175 |
Other (expense) income: | |||||||||||
Interest expense | -2,991 | -3,123 | -3,577 | -3,433 | -3,358 | -3,815 | -4,145 | -4,056 | -13,124 | -15,374 | -14,999 |
Gain on sale of operations, net | 1,210 | 17 | 68 | 8 | 7 | 6 | 48 | 18 | 1,303 | 79 | 2,766 |
Other income (loss), net | 2,350 | -1,368 | 3,936 | 1,975 | 3,203 | 2,371 | 515 | 1,728 | 6,893 | 7,817 | 8,215 |
Total other (expense) income, net | 569 | -4,474 | 427 | -1,450 | -148 | -1,438 | -3,582 | -2,310 | -4,928 | -7,478 | -4,018 |
Income (loss) from continuing operations before income tax expense (benefit) | -3,515 | 11,673 | 11,270 | 31,140 | -5,608 | 8,299 | 9,863 | 29,402 | 50,568 | 41,956 | 38,157 |
Income tax expense (benefit) | -2,137 | 4,353 | 4,824 | 13,114 | -2,698 | 2,707 | 4,260 | 12,308 | 20,154 | 16,577 | 14,364 |
Income (loss) from continuing operations | -1,378 | 7,320 | 6,446 | 18,026 | -2,910 | 5,592 | 5,603 | 17,094 | 30,414 | 25,379 | 23,793 |
(Loss) income from operations of discontinued operations, net of tax | 60 | -239 | -312 | -263 | -1,130 | 453 | 1,639 | 1,186 | -754 | 2,148 | 7,263 |
(Loss) gain on disposal of discontinued operations, net of tax | -7 | 607 | -27 | -474 | 93 | 56,315 | 1,905 | 23 | 99 | 58,336 | 90 |
Net income (loss) | ($1,325) | $7,688 | $6,107 | $17,289 | ($3,947) | $62,360 | $9,147 | $18,303 | $29,759 | $85,863 | $31,146 |
Basic: | |||||||||||
Continuing operations | ($0.03) | $0.15 | $0.13 | $0.37 | ($0.06) | $0.12 | $0.11 | $0.35 | $0.63 | $0.52 | $0.49 |
Discontinued operations | $0 | $0.01 | $0 | ($0.01) | ($0.02) | $1.16 | $0.07 | $0.02 | ($0.01) | $1.25 | $0.14 |
Net income (loss) | ($0.03) | $0.16 | $0.13 | $0.36 | ($0.08) | $1.28 | $0.18 | $0.37 | $0.62 | $1.77 | $0.63 |
Diluted: | |||||||||||
Continuing operations | ($0.03) | $0.14 | $0.12 | $0.34 | ($0.06) | $0.11 | $0.11 | $0.34 | $0.59 | $0.52 | $0.48 |
Discontinued operations | $0 | $0.01 | $0 | ($0.01) | ($0.02) | $1.16 | $0.07 | $0.02 | ($0.01) | $1.23 | $0.15 |
Net income (loss) | ($0.03) | $0.15 | $0.12 | $0.33 | ($0.08) | $1.27 | $0.18 | $0.36 | $0.58 | $1.75 | $0.63 |
Basic weighted average common shares | 48,455 | 48,451 | 48,273 | 48,182 | 46,681 | 48,504 | 49,639 | 49,417 | 48,343 | 48,632 | 49,002 |
Diluted weighted average common shares | 48,455 | 51,209 | 52,052 | 52,618 | 46,981 | 49,003 | 49,929 | 49,836 | 51,487 | 49,141 | 49,252 |
Segment_Disclosures_Additional
Segment Disclosures - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment_Disclosures_Schedule_o
Segment Disclosures - Schedule of Revenue from External Customers (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total Revenue | $157,022 | $180,269 | $177,466 | $204,726 | $146,652 | $165,145 | $168,296 | $197,078 | $719,483 | $677,171 | $612,689 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total Revenue | 717,865 | 675,467 | 611,034 | ||||||||
Canada [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total Revenue | $1,618 | $1,704 | $1,655 |
Segment_Disclosures_Summary_of
Segment Disclosures - Summary of Segment Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $157,022 | $180,269 | $177,466 | $204,726 | $146,652 | $165,145 | $168,296 | $197,078 | $719,483 | $677,171 | $612,689 |
Operating expenses | 154,316 | 155,233 | 158,317 | 161,938 | 144,291 | 146,464 | 147,202 | 155,382 | 629,804 | 593,339 | 540,305 |
Gross margin | 2,706 | 25,036 | 19,149 | 42,788 | 2,361 | 18,681 | 21,094 | 41,696 | 89,679 | 83,832 | 72,384 |
Corporate general & admin | 6,790 | 8,889 | 8,306 | 10,198 | 7,821 | 8,944 | 7,649 | 9,984 | 34,183 | 34,398 | 30,209 |
Operating income (loss) | -4,084 | 16,147 | 10,843 | 32,590 | -5,460 | 9,737 | 13,445 | 31,712 | 55,496 | 49,434 | 42,175 |
Other income (expense): | |||||||||||
Interest expense | -2,991 | -3,123 | -3,577 | -3,433 | -3,358 | -3,815 | -4,145 | -4,056 | -13,124 | -15,374 | -14,999 |
Gain on sale of operations, net | 1,210 | 17 | 68 | 8 | 7 | 6 | 48 | 18 | 1,303 | 79 | 2,766 |
Other income, net | 2,350 | -1,368 | 3,936 | 1,975 | 3,203 | 2,371 | 515 | 1,728 | 6,893 | 7,817 | 8,215 |
Total other income (expense) | 569 | -4,474 | 427 | -1,450 | -148 | -1,438 | -3,582 | -2,310 | -4,928 | -7,478 | -4,018 |
Income (loss) from continuing operations before income tax expense | -3,515 | 11,673 | 11,270 | 31,140 | -5,608 | 8,299 | 9,863 | 29,402 | 50,568 | 41,956 | 38,157 |
Financial Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 465,130 | 441,787 | 396,346 | ||||||||
Operating expenses | 399,783 | 380,660 | 342,539 | ||||||||
Gross margin | 65,347 | 61,127 | 53,807 | ||||||||
Operating income (loss) | 65,347 | 61,127 | 53,807 | ||||||||
Other income (expense): | |||||||||||
Other income, net | 417 | 491 | 2,064 | ||||||||
Total other income (expense) | 417 | 491 | 2,064 | ||||||||
Income (loss) from continuing operations before income tax expense | 65,764 | 61,618 | 55,871 | ||||||||
Employee Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 224,898 | 204,863 | 186,217 | ||||||||
Operating expenses | 186,002 | 168,696 | 155,311 | ||||||||
Gross margin | 38,896 | 36,167 | 30,906 | ||||||||
Operating income (loss) | 38,896 | 36,167 | 30,906 | ||||||||
Other income (expense): | |||||||||||
Interest expense | -31 | -24 | -30 | ||||||||
Other income, net | 557 | 297 | 1,086 | ||||||||
Total other income (expense) | 526 | 273 | 1,056 | ||||||||
Income (loss) from continuing operations before income tax expense | 39,422 | 36,440 | 31,962 | ||||||||
National Practices [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 29,455 | 30,521 | 30,126 | ||||||||
Operating expenses | 26,798 | 27,589 | 26,713 | ||||||||
Gross margin | 2,657 | 2,932 | 3,413 | ||||||||
Operating income (loss) | 2,657 | 2,932 | 3,413 | ||||||||
Other income (expense): | |||||||||||
Other income, net | 4 | 1 | 2 | ||||||||
Total other income (expense) | 4 | 1 | 2 | ||||||||
Income (loss) from continuing operations before income tax expense | 2,661 | 2,933 | 3,415 | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating expenses | 17,221 | 16,394 | 15,742 | ||||||||
Gross margin | -17,221 | -16,394 | -15,742 | ||||||||
Corporate general & admin | 34,183 | 34,398 | 30,209 | ||||||||
Operating income (loss) | -51,404 | -50,792 | -45,951 | ||||||||
Other income (expense): | |||||||||||
Interest expense | -13,093 | -15,350 | -14,969 | ||||||||
Gain on sale of operations, net | 1,303 | 79 | 2,766 | ||||||||
Other income, net | 5,915 | 7,028 | 5,063 | ||||||||
Total other income (expense) | -5,875 | -8,243 | -7,140 | ||||||||
Income (loss) from continuing operations before income tax expense | ($57,279) | ($59,035) | ($53,091) |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 11, 2015 | Mar. 12, 2015 | Mar. 01, 2015 | Dec. 31, 2013 | Dec. 31, 2012 |
Subsequent Event [Line Items] | ||||||
Number of share authorized | 3,200,000 | 0 | 1,000,000 | |||
Model Consulting, Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Effective date of acquisition | 1-Mar-15 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares repurchased | 600,000 | |||||
Shares repurchased, value | $5 | |||||
Renewal period of share repurchase | 11 years | |||||
Number of share authorized | 5,000,000 | |||||
Expiration date of share authorization | 31-Mar-15 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Additional shares of outstanding common stock authorized | 5,000,000 | |||||
Subsequent Event [Member] | Model Consulting, Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Acquired entity, name | Model Consulting, Inc | |||||
Expected annual revenue | $4.20 |