Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CBZ | |
Entity Registrant Name | CBIZ, Inc. | |
Entity Central Index Key | 944,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 52,589,796 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 1,561 | $ 850 | |
Restricted cash | 26,095 | 24,860 | |
Accounts receivable, net | 197,248 | 153,608 | |
Income taxes refundable | 966 | ||
Deferred income taxes - current, net | [1] | 4,796 | |
Other current assets | 16,747 | 15,903 | |
Current assets before funds held for clients | 241,651 | 200,983 | |
Funds held for clients | 151,119 | 171,497 | |
Total current assets | 392,770 | 372,480 | |
Non-current assets: | |||
Property and equipment, net | 19,729 | 20,162 | |
Goodwill and other intangible assets, net | 534,886 | 535,653 | |
Assets of deferred compensation plan | 65,767 | 64,245 | |
Notes receivable - non-current | 1,798 | 1,760 | |
Other non-current assets | [1] | 1,960 | 2,031 |
Total non-current assets | 624,140 | 623,851 | |
Total assets | 1,016,910 | 996,331 | |
Current liabilities: | |||
Accounts payable | 36,550 | 35,555 | |
Income taxes payable - current | 12,339 | ||
Accrued personnel costs | 24,101 | 39,611 | |
Notes payable - current | 411 | ||
Contingent purchase price liability - current | 14,169 | 12,855 | |
Other current liabilities | 12,744 | 11,714 | |
Current liabilities before client fund obligations | 100,314 | 99,735 | |
Client fund obligations | 150,563 | 171,318 | |
Total current liabilities | 250,877 | 271,053 | |
Non-current liabilities: | |||
Convertible notes, net | 750 | 750 | |
Bank debt | [1] | 233,900 | 205,800 |
Debt issuance costs | (1,744) | (1,869) | |
Total long-term debt | 232,906 | 204,681 | |
Notes payable - non-current | 1,408 | ||
Income taxes payable - non-current | 4,190 | 4,084 | |
Deferred income taxes - non-current, net | [1] | 383 | 4,902 |
Deferred compensation plan obligations | 65,767 | 64,245 | |
Contingent purchase price liability - non-current | 8,292 | 11,962 | |
Other non-current liabilities | 7,223 | 7,456 | |
Total non-current liabilities | 320,169 | 297,330 | |
Total liabilities | 571,046 | 568,383 | |
STOCKHOLDERS' EQUITY | |||
Common stock | 1,264 | 1,262 | |
Additional paid-in capital | 637,220 | 634,626 | |
Retained earnings | 276,628 | 254,860 | |
Treasury stock | (468,304) | (462,167) | |
Accumulated other comprehensive loss | (944) | (633) | |
Total stockholders' equity | 445,864 | 427,948 | |
Total liabilities and stockholders' equity | $ 1,016,910 | $ 996,331 | |
[1] | See Note 15 to accompanying consolidated financial statements for discussion of our adoption of ASU 2015-03, ASU 2015-15 and ASU 2015-17 (as defined in Note 15). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 224,238 | $ 213,866 |
Operating expenses | 178,117 | 170,864 |
Gross margin | 46,121 | 43,002 |
Corporate general and administrative expenses | 10,245 | 9,865 |
Operating income | 35,876 | 33,137 |
Other income (expense): | ||
Interest expense | (1,526) | (2,977) |
Gain on sale of operations, net | 101 | 56 |
Other income, net | 2,147 | 2,859 |
Total other income (expense), net | 722 | (62) |
Income from continuing operations before income tax expense | 36,598 | 33,075 |
Income tax expense | 14,800 | 13,572 |
Income from continuing operations | 21,798 | 19,503 |
Loss from operations of discontinued operations, net of tax | (30) | (335) |
Net income | $ 21,768 | $ 19,168 |
Basic: | ||
Continuing operations | $ 0.42 | $ 0.41 |
Discontinued operations | (0.01) | |
Net income | 0.42 | 0.40 |
Diluted: | ||
Continuing operations | 0.41 | 0.38 |
Discontinued operations | (0.01) | |
Net income | $ 0.41 | $ 0.37 |
Basic weighted average shares outstanding | 51,572 | 48,146 |
Diluted weighted average shares outstanding | 52,745 | 51,385 |
Comprehensive Income: | ||
Net income | $ 21,768 | $ 19,168 |
Other comprehensive (loss) income, net of tax | (311) | 138 |
Comprehensive income | $ 21,457 | $ 19,306 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, Amount at Dec. 31, 2015 | $ 427,948 | $ 1,262 | $ (462,167) | $ 634,626 | $ 254,860 | $ (633) |
Balance, Shares at Dec. 31, 2015 | 126,182 | 73,228 | ||||
Net income | 21,768 | 21,768 | ||||
Other comprehensive loss | (311) | (311) | ||||
Share repurchases | (6,137) | $ (6,137) | ||||
Share repurchases, Shares | 633 | |||||
Restricted stock | $ 1 | (1) | ||||
Restricted stock, Shares | 84 | |||||
Stock options exercised | $ 796 | $ 1 | 795 | |||
Stock options exercised, Shares | 115 | 115 | ||||
Share-based compensation | $ 1,409 | 1,409 | ||||
Tax benefit from employee share plans | 102 | 102 | ||||
Business acquisitions | 289 | 289 | ||||
Business acquisitions, Shares | 32 | |||||
Balance, Amount at Mar. 31, 2016 | $ 445,864 | $ 1,264 | $ (468,304) | $ 637,220 | $ 276,628 | $ (944) |
Balance, Shares at Mar. 31, 2016 | 126,413 | 73,861 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 21,768 | $ 19,168 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Loss from operations of discontinued operations, net of tax | 30 | 335 |
Gain on sale of operations, net | (101) | (56) |
Depreciation and amortization expense | 5,245 | 4,987 |
Amortization of discount on notes and deferred financing costs | 131 | 860 |
Amortization of discount on contingent earnout liability | 36 | 38 |
Bad debt expense, net of recoveries | 1,170 | 1,494 |
Adjustment to contingent earnout liability | (1,263) | (1,500) |
Deferred income taxes | 434 | (2,137) |
Employee stock awards | 1,409 | 1,622 |
Excess tax benefits from share based payment arrangements | (102) | (48) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Restricted cash | (1,235) | 2,685 |
Accounts receivable, net | (44,485) | (47,239) |
Other assets | (833) | (1,158) |
Accounts payable | 995 | 1,301 |
Income taxes payable | 13,516 | 11,902 |
Accrued personnel costs | (15,510) | (16,049) |
Other liabilities | 1,127 | 507 |
Net cash used in continuing operations | (17,668) | (23,288) |
Operating cash flows provided by (used in) discontinued operations | 506 | (1,027) |
Net cash used in operating activities | (17,162) | (24,315) |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (2,043) | (5,974) |
Purchases of client fund investments | (3,560) | (3,531) |
Proceeds from the sales and maturities of client fund investments | 3,577 | 3,704 |
Proceeds from sales of divested and discontinued operations | 42 | 56 |
Increase in funds held for clients | 20,746 | 57,257 |
Additions to property and equipment, net | (880) | (2,983) |
Collections of notes receivable | 34 | 34 |
Net cash provided by investing activities | 17,916 | 48,563 |
Cash flows from financing activities: | ||
Proceeds from bank debt | 145,200 | 98,500 |
Payment of bank debt | (117,100) | (59,100) |
Payment for acquisition of treasury stock | (6,137) | (5,007) |
Decrease in client funds obligations | (20,805) | (58,353) |
Proceeds from exercise of stock options | 796 | 2,130 |
Payment of contingent consideration of acquisitions | (2,035) | (3,317) |
Excess tax benefit from exercise of stock awards | 102 | 48 |
Payment of notes payable | (58) | |
Other | (6) | |
Net cash used in financing activities | (43) | (25,099) |
Net increase (decrease) in cash and cash equivalents | 711 | (851) |
Cash and cash equivalents at beginning of year | 850 | 979 |
Cash and cash equivalents at end of period | $ 1,561 | $ 128 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited consolidated financial statements of CBIZ, Inc. and its subsidiaries (“CBIZ,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. These interim unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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 and contingent purchase price obligations), 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. Changes in circumstances could cause actual results to differ materially from those estimates. A description of revenue recognition policies is included in the Annual Report on Form 10-K for the year ended December 31, 2015. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 2. Accounts Receivable, Net Accounts receivable, net balances at March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, December 31, Trade accounts receivable $ 128,894 $ 118,916 Unbilled revenue 81,243 47,351 Total accounts receivable 210,137 166,267 Allowance for doubtful accounts (12,889 ) (12,659 ) Accounts receivable, net $ 197,248 $ 153,608 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | 3. Goodwill and Other Intangible Assets, Net The components of goodwill and other intangible assets, net at March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, December 31, Goodwill $ 448,611 $ 447,685 Intangible assets: Client lists 149,899 147,706 Other intangible assets 7,009 6,977 Total intangible assets 156,908 154,683 Total goodwill and intangibles assets 605,519 602,368 Accumulated amortization: Client lists (68,714 ) (65,037 ) Other intangible assets (1,919 ) (1,678 ) Total accumulated amortization (70,633 ) (66,715 ) Goodwill and other intangible assets, net $ 534,886 $ 535,653 |
Depreciation and Amortization
Depreciation and Amortization | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Depreciation and Amortization | 4. Depreciation and Amortization Depreciation and amortization expense for property and equipment and intangible assets for the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended 2016 2015 Operating expenses $ 5,130 $ 4,891 Corporate general and administrative expenses 115 96 Total depreciation and amortization expense $ 5,245 $ 4,987 |
Debt and Financing Arrangements
Debt and Financing Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | 5. Debt and Financing Arrangements At March 31, 2016, CBIZ’s primary financing arrangement was the $400.0 million unsecured credit facility discussed below, which provides 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. In addition to the discussion below, refer to the Annual Report on Form 10-K for the year ended December 31, 2015 for additional details of CBIZ’s debt and financing arrangements. Bank Debt CBIZ has a $400.0 million credit facility with Bank of America as agent for a group of eight participating banks that matures in July 2019. The balance outstanding under the credit facility was $233.9 million and $205.8 million at March 31, 2016 and December 31, 2015, respectively. Rates for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended 2016 2015 Weighted average rates 2.50 % 2.21 % Range of effective rates 1.82% - 3.50 % 1.88% - 3.25 % CBIZ had approximately $65.6 million of available funds under the credit facility at March 31, 2016, net of outstanding letters of credit and performance guarantees of $3.2 million. The credit facility provides CBIZ with operating flexibility and funding to support seasonal working capital needs and other strategic initiatives such as acquisitions and share repurchases. As of March 31, 2016, CBIZ was in compliance with its debt covenants. 3.125% Convertible Senior Subordinated Notes (the “2006 Notes”) At March 31, 2016, CBIZ had $750 thousand aggregate principal amount outstanding of its 2006 Notes. The 2006 Notes mature on June 1, 2026 unless earlier redeemed, repurchased or converted. Interest Expense During the three months ended March 31, 2016 and 2015, CBIZ recognized interest expense as follows (in thousands): Three Months Ended 2016 2015 Credit facility (1) $ 1,520 $ 1,051 2010 Notes (2) — 1,920 2006 Notes 6 6 Total interest expense $ 1,526 $ 2,977 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) Components of interest expense related to the 2010 Notes include the contractual coupon interest, amortization of discount and amortization of deferred financing costs. The 4.875% 2010 Convertible Senior Subordinated Notes (the “2010 Notes”) matured on October 1, 2015. As previously disclosed, holders received $1,000 in cash for each $1,000 principal amount of 2010 Notes along with a premium of the conversion value over par value. The $71.8 million conversion value of the 2010 Notes was determined by a cash averaging period that began on October 5, 2015 and ended on October 30, 2015. Cash payments were settled on November 4, 2015 with funds available under the credit facility |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies 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 at both March 31, 2016 and December 31, 2015. In addition, CBIZ provides license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.4 million and $2.3 million at March 31, 2016 and December 31, 2015, respectively. CBIZ acted as guarantor on various letters of credit for a CPA firm with which it has an affiliation, which totaled $0.9 million at both March 31, 2016 and December 31, 2015, respectively. CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded within “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 Jeffrey C. Stone v. Greenberg Traurig LLP, et al. These lawsuits arose out of the bankruptcy of Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various other professional firms and individuals not related to the Company were also named defendants in these lawsuits. Mortgages Ltd. had been audited by 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. With the exception of claims being pursued by two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”), all other matters have been dismissed or settled without payment by the CBIZ Parties. The Baldino Group’s claims, which allege damages of approximately $16.0 million, are currently stayed as to the CBIZ Parties and Mayer Hoffman and no trial date has been set. The CBIZ Parties deny all allegations of wrongdoing made against them and are vigorously defending the remaining proceedings relating to the Baldino Group’s claims. 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 proceedings relating to the Baldino Group’s claims 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. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 7. Financial Instruments Bonds CBIZ held corporate and municipal bonds with par values totaling $41.2 million and $40.8 million at March 31, 2016 and December 31, 2015, respectively. All bonds are investment grade and are classified as available-for-sale. These bonds have maturity or callable dates ranging from April 2016 through October 2021, 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 three months ended March 31, 2016 and the twelve months ended December 31, 2015 (in thousands): Three Twelve Fair value at beginning of period $ 43,142 $ 38,399 Purchases 3,560 15,429 Redemptions (1,130 ) (987 ) Maturities (2,447 ) (9,677 ) Increase in bond premium (37 ) 172 Fair market value adjustment 384 (194 ) Fair value at end of period $ 43,472 $ 43,142 Interest Rate Swaps CBIZ does not purchase or hold any derivative instruments for trading or speculative purposes. We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility. Under these interest rate swap contracts, we receive cash flows from counterparties at variable rates based on LIBOR and pay the counterparties a fixed rate. See the Annual Report on Form 10-K for the year ended December 31, 2015 for further discussion on CBIZ’s interest rate swaps. During the first quarter of 2016, CBIZ entered into an additional interest rate swap with a notional value of $10.0 million and maturity tenor of 5 years at a fixed rate of 1.120%. The following table summarizes CBIZ’s outstanding interest rate swaps and its classification in the accompanying Consolidated Balance Sheets at March 31, 2016 and December 31, 2015 (in thousands). March 31, 2016 Notional Fair Balance Sheet Interest rate swaps (2) $ 60,000 $ (605 ) Other non-current December 31, 2015 Notional Fair Balance Sheet Interest rate swaps $ 50,000 $ 240 Other non-current (1) See additional disclosures regarding fair value measurements in Note 8. (2) The notional value of each interest rate swap is $10.0 million, $15.0 million, $25.0 million, and $10.0 million with maturity tenors of 2, 3, 5 and 5 years, respectively. Under the terms of the interest rate swaps, CBIZ pays interest at a fixed rate of 0.885% (2-year), 1.155% (3-year), 1.300% (5-year) and 1.120% (5-year) plus applicable margin as stated in the agreement, and receives interest that varies with the one-month LIBOR. The following table summarizes the effects of the interest rate swap on CBIZ’s accompanying Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015 (in thousands): (Loss) gain recognized Loss reclassified Three Months Ended Three Months Ended March 31, 2016 2015 2016 2015 Interest rate swaps $ (532 ) $ 45 $ 105 $ 73 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The following table summarizes CBIZ’s assets and liabilities at March 31, 2016 and December 31, 2015 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 March 31, December 31, Deferred compensation plan assets 1 $ 65,767 $ 64,245 Corporate and municipal bonds 1 $ 43,472 $ 43,142 Interest rate swaps 2 $ (605 ) $ 240 Contingent purchase price liabilities 3 $ (22,461 ) $ (24,817 ) During the three months ended March 31, 2016 and 2015, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of the Company’s contingent purchase price liability for the three months ended March 31, 2016 and 2015 (pre-tax basis) (in thousands): 2016 2015 Beginning balance – January 1 $ (24,817 ) $ (33,368 ) Additions from business acquisitions (1,206 ) (4,186 ) Settlement of contingent purchase price liabilities 2,335 3,829 Change in fair value of contingencies 1,263 1,445 Change in net present value of contingencies (36 ) (38 ) Ending balance – March 31 $ (22,461 ) $ (32,318 ) Contingent purchase price liabilities arise 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 three 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 12 for further discussion of contingent purchase price liabilities. 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, and the carrying value of bank debt approximates fair value as the interest rate on the bank debt is variable and approximates current market rates. As a result, the fair value measurement of CBIZ’s bank debt is considered to be Level 2. |
Other Comprehensive (Loss) Inco
Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Other Comprehensive (Loss) Income | 9. Other Comprehensive (Loss) Income The following table is a summary of other comprehensive (loss) income and discloses the tax impact of each component of other comprehensive (loss) income for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Net unrealized gain on available-for-sale securities, net of income taxes (1) $ 231 $ 107 Net unrealized (loss) gain on interest rate swaps, net of income taxes (2) (532 ) 45 Foreign currency translation (10 ) (14 ) Total other comprehensive (loss) income $ (311 ) $ 138 (1) Net of income tax expense of $92 and $71 for the three months ended March 31, 2016 and 2015, respectively. (2) Net of income tax (benefit) expense of $(312) and $26 for the three months ended March 31, 2016 and 2015, respectively. Accumulated other comprehensive loss, net of tax, was approximately $0.9 million and $0.6 million at March 31, 2016 and December 31, 2015, respectively. Accumulated other comprehensive loss consisted of adjustments, net of tax, for unrealized gains and losses on available-for-sale securities and interest rate swaps, and foreign currency translation. |
Employer Share Plans
Employer Share Plans | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employer Share Plans | 10. Employer Share Plans Effective May 15, 2014, CBIZ shareholders approved a new plan, the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”). Under the 2014 Plan, which expires in 2024, a maximum of 9.6 million stock options, shares of 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. Compensation expense for stock-based awards recognized during the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 2015 Stock options $ 579 $ 841 Restricted stock awards 830 781 Total stock-based compensation expense $ 1,409 $ 1,622 Stock award activity during the three months ended March 31, 2016 was as follows (in thousands, except per share data): Stock Options Restricted Stock Awards Number Weighted Number Weighted Grant-Date Outstanding at beginning of year 4,885 $ 7.50 962 $ 8.08 Granted — $ — 86 $ 10.41 Exercised or released (115 ) $ 6.93 (83 ) $ 8.64 Expired or canceled (14 ) $ 7.70 (2 ) $ 7.67 Outstanding at March 31, 2016 4,756 $ 7.52 963 $ 8.24 Exercisable at March 31, 2016 2,097 $ 6.96 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three months ended March 31, 2016 and 2015 (in thousands, except per share data). Three Months Ended March 31, 2016 2015 Numerator: Income from continuing operations after income tax expense $ 21,798 $ 19,503 Denominator: Basic Weighted average common shares outstanding 51,572 48,146 Diluted Stock options (1) 831 778 Restricted stock awards (1) 337 358 Contingent shares (2) 5 95 Convertible senior subordinated notes (3) — 2,008 Diluted weighted average common shares outstanding 52,745 51,385 Basic earnings per share from continuing operations $ 0.42 $ 0.41 Diluted earnings per share from continuing operations $ 0.41 $ 0.38 (1) A total of 1.3 million and 1.0 million stock-based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2016 and 2015, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by CBIZ. (3) The dilutive impact of potential shares to be issued upon conversion of the 2010 Notes is not applicable to the three months ended March 31, 2016 due to the maturation of the 2010 Notes in the fourth quarter of 2015. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 12. Acquisitions The cost of an acquisition is measured at the fair value of the consideration transferred, including contingent consideration. Acquisition-related costs are recognized as an expense in the period in which they are incurred. The identifiable assets acquired, liabilities assumed and contingent consideration are measured at their fair values at the date of acquisition. Goodwill is measured as the excess of the aggregate of the consideration transferred over the net of the amounts of identifiable assets acquired and liabilities assumed. A significant portion of the goodwill is deductible for income tax purposes. The operating results of acquired businesses are included in the accompanying consolidated financial statements beginning on the date of acquisition. First quarter 2016 During the quarter ended March 31, 2016, CBIZ acquired substantially all of the non-attest assets of one business (described below) and two client lists which are reported in the Employee Services practice group. Total consideration was approximately $1.9 million in contingent consideration, $1.3 million in net cash consideration and $1.0 million in guaranteed future consideration. • Effective January 1, 2016, CBIZ acquired Millimaki Eggert, L.L.P., (“Millimaki”), located in San Diego, California. Millimaki provides professional tax, accounting, and financial services, with a specialty niche practice in the real estate sector, to closely held businesses, their owners, and mid-to-high net worth individuals. Annualized revenue attributable to Millimaki is estimated to be approximately $2.4 million. Operating results attributable to Millimaki are reported in the Financial Services practice group. First quarter 2015 During the quarter ended March 31, 2015, CBIZ acquired substantially all of the assets of one business (described below) and two client lists which are reported in the Employee Services practice group. Total consideration was approximately $5.6 million in net cash consideration and $4.5 million in contingent consideration. • 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. Operating results attributable to Model are reported in the Employee Services practice group. Pro forma results of operations for these acquisitions have not been presented because the effects of the acquisitions, individually or in the aggregate, were not significant to the Company’s results. Aggregate purchase price The estimated fair values of the assets acquired and the liabilities assumed during the three months ended March 31, 2016 and 2015, respectively, are as follows (in thousands): Three Months Ended 2016 2015 Accounts receivable, net $ 325 $ — Other assets 38 — Identifiable intangible assets 1,005 2,844 Accrued liabilities (49 ) — Total identifiable net assets $ 1,319 $ 2,844 Goodwill 988 6,865 Aggregate purchase price $ 2,307 $ 9,709 The goodwill arising from the acquisitions 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. All of the goodwill recognized is deductible for income tax purposes. The goodwill of $1.0 million from the acquisition in the first quarter of 2016 is reported under the Financial Services practice group. The goodwill of $6.9 million from the acquisition that closed in the first quarter of 2015 is reported under the Employee Services practice group. Contingent purchase price liability Under the terms of the Millimaki acquisition agreement, a portion of the purchase price is contingent on future performance of the businesses acquired. Utilizing a probability weighted income approach, CBIZ determined that the fair value of the contingent consideration arrangement was $1.2 million, of which $0.5 million was recorded in “Contingent purchase price liability – current” and $0.7 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at March 31, 2016. Change in contingent purchase price liability for previous acquisitions During the first quarter of 2016 and 2015, CBIZ decreased the fair value of the contingent purchase price liability related to prior acquisitions by $1.3 million and $1.5 million, respectively, due to lower than originally projected future results of the acquired businesses. These reductions are included in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income. Contingent earnouts for previous acquisitions CBIZ paid $2.0 million in cash and issued approximately 32,000 shares of CBIZ common stock valued at approximately $0.3 million during the quarter ended March 31, 2016 for previous acquisitions. During the same period in 2015, CBIZ paid $3.3 million in cash and issued approximately 59,000 shares of CBIZ common stock valued at approximately $0.5 million. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | 13. Discontinued Operations and Divestitures CBIZ has divested, 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 Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of an Entity (Topic 360)” which was effective January 1, 2015. Discontinued Operations Revenue and results from operations of discontinued operations are separately reported as “Loss from operations of discontinued operations, net of tax” in the accompanying Consolidated Statements of Comprehensive Income. During the first quarter of 2016, CBIZ did not discontinue the operations of any of its businesses. During the same period in 2015, the loss on operations of discontinued operations represents the results from the operations of two small businesses under the Financial Services segment that were discontinued in December 2014. Revenue and results from operations of discontinued operations for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Three Months Ended 2016 2015 Revenue $ — $ 3,516 Loss from operations of discontinued operations, before income tax benefit $ (51 ) $ (516 ) Income tax benefit (21 ) (181 ) Loss from operations of discontinued operations, net of tax $ (30 ) $ (335 ) During the first quarters of 2016 and 2015, CBIZ did not sell any operations classified as assets held for sale. 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 quarters ended March 31, 2016 and 2015, CBIZ did not sell any operations. Gains totaling $0.1 million and $0.1 million for the three months ended March 31, 2016 and 2015, respectively, were recorded and relate to contingent consideration earned on sales made in previous periods. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Disclosures | 14. 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 each 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 • Retirement Plan Services • Health Care Consulting Consulting • Payroll Services • Financial Advisory • Life Insurance • Valuation • Human Capital Services • Litigation Support • Compensation Consulting • Risk Advisory Services • Executive Recruiting • Real Estate Advisory • Actuarial Services Corporate and Other. Accounting policies of the practice groups are the same as those described in Note 1 to the Annual Report on Form 10-K for the year ended December 31, 2015. 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 “Corporate and Other.” Segment information for the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 Financial Employee National Corporate Total Revenue $ 152,207 $ 64,327 $ 7,704 $ — $ 224,238 Operating expenses 113,497 53,680 6,877 4,063 178,117 Gross margin 38,710 10,647 827 (4,063 ) 46,121 Corporate general & admin — — — 10,245 10,245 Operating income (loss) 38,710 10,647 827 (14,308 ) 35,876 Other income (expense): Interest expense — (10 ) — (1,516 ) (1,526 ) Gain on sale of operations, net — — — 101 101 Other income, net 254 74 — 1,819 2,147 Total other income (loss) 254 64 — 404 722 Income (loss) from continuing operations before income tax expense $ 38,964 $ 10,711 $ 827 $ (13,904 ) $ 36,598 Three Months Ended March 31, 2015 Financial Employee National Corporate Total Revenue $ 143,832 $ 62,651 $ 7,383 $ — $ 213,866 Operating expenses 108,618 51,528 6,601 4,117 170,864 Gross margin 35,214 11,123 782 (4,117 ) 43,002 Corporate general & admin — — — 9,865 9,865 Operating income (loss) 35,214 11,123 782 (13,982 ) 33,137 Other income (expense): Interest expense — (9 ) — (2,968 ) (2,977 ) Gain on sale of operations, net — — — 56 56 Other income, net 99 117 — 2,643 2,859 Total other income (expense) 99 108 — (269 ) (62 ) Income (loss) from continuing operations before income tax expense $ 35,313 $ 11,231 $ 782 $ (14,251 ) $ 33,075 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 15. Recently Issued Accounting Pronouncements Accounting Standards Adopted in 2016 In November 2015, FASB issued ASU 2015-17, “Income Taxes (Topic 740) – Balance Sheet Reclassification of Deferred Taxes” In August 2015, FASB issued ASU No. 2015-15, “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” In April 2015, FASB issued ASU No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs” In February 2015, FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis” Accounting Standards Not Yet Adopted In March 2016, FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting.” In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842) – Amendments to the Financial Accounting Standards Board Accounting Standards Codification” In August, FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date” “Revenue from Contracts with Customers (Topic 606)” |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Effective April 29, 2016, Rick L. Burdick resigned his position as a member and Chairman of the CBIZ Nominating and Governance Committee, but will remain as a Director and continue to serve as Lead Director and Vice Chairman. Effective April 1, 2016, CBIZ acquired The Savitz Organization (“Savitz”), headquartered in Philadelphia, Pennsylvania, with offices in Atlanta, Georgia and Newton, Massachusetts. Savitz is an employee retirement and health and welfare benefits firm that provides actuarial, consulting and administration outsourcing services. Annualized revenue is estimated to be approximately $20.0 million and will be recorded in the Employee Services practice group. |
Recently Issued Accounting Pr22
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Standards Adopted in 2016 In November 2015, FASB issued ASU 2015-17, “Income Taxes (Topic 740) – Balance Sheet Reclassification of Deferred Taxes” In August 2015, FASB issued ASU No. 2015-15, “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” In April 2015, FASB issued ASU No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs” In February 2015, FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis” Accounting Standards Not Yet Adopted In March 2016, FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting.” In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842) – Amendments to the Financial Accounting Standards Board Accounting Standards Codification” In August, FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date” “Revenue from Contracts with Customers (Topic 606)” |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net balances at March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, December 31, Trade accounts receivable $ 128,894 $ 118,916 Unbilled revenue 81,243 47,351 Total accounts receivable 210,137 166,267 Allowance for doubtful accounts (12,889 ) (12,659 ) Accounts receivable, net $ 197,248 $ 153,608 |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, December 31, Goodwill $ 448,611 $ 447,685 Intangible assets: Client lists 149,899 147,706 Other intangible assets 7,009 6,977 Total intangible assets 156,908 154,683 Total goodwill and intangibles assets 605,519 602,368 Accumulated amortization: Client lists (68,714 ) (65,037 ) Other intangible assets (1,919 ) (1,678 ) Total accumulated amortization (70,633 ) (66,715 ) Goodwill and other intangible assets, net $ 534,886 $ 535,653 |
Depreciation and Amortization (
Depreciation and Amortization (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Text Block [Abstract] | |
Depreciation and Amortization Expense for Property and Equipment and Intangible Assets | Depreciation and amortization expense for property and equipment and intangible assets for the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended 2016 2015 Operating expenses $ 5,130 $ 4,891 Corporate general and administrative expenses 115 96 Total depreciation and amortization expense $ 5,245 $ 4,987 |
Debt and Financing Arrangemen26
Debt and Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Rates for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended 2016 2015 Weighted average rates 2.50 % 2.21 % Range of effective rates 1.82% - 3.50 % 1.88% - 3.25 % |
Summary of Recognized Interest Expense | During the three months ended March 31, 2016 and 2015, CBIZ recognized interest expense as follows (in thousands): Three Months Ended 2016 2015 Credit facility (1) $ 1,520 $ 1,051 2010 Notes (2) — 1,920 2006 Notes 6 6 Total interest expense $ 1,526 $ 2,977 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) Components of interest expense related to the 2010 Notes include the contractual coupon interest, amortization of discount and amortization of deferred financing costs. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes CBIZ’s bond activity for the three months ended March 31, 2016 and the twelve months ended December 31, 2015 (in thousands): Three Twelve Fair value at beginning of period $ 43,142 $ 38,399 Purchases 3,560 15,429 Redemptions (1,130 ) (987 ) Maturities (2,447 ) (9,677 ) Increase in bond premium (37 ) 172 Fair market value adjustment 384 (194 ) Fair value at end of period $ 43,472 $ 43,142 |
Summary of Outstanding Interest Rate Swaps | The following table summarizes CBIZ’s outstanding interest rate swaps and its classification in the accompanying Consolidated Balance Sheets at March 31, 2016 and December 31, 2015 (in thousands). March 31, 2016 Notional Fair Balance Sheet Interest rate swaps (2) $ 60,000 $ (605 ) Other non-current December 31, 2015 Notional Fair Balance Sheet Interest rate swaps $ 50,000 $ 240 Other non-current (1) See additional disclosures regarding fair value measurements in Note 8. (2) The notional value of each interest rate swap is $10.0 million, $15.0 million, $25.0 million, and $10.0 million with maturity tenors of 2, 3, 5 and 5 years, respectively. Under the terms of the interest rate swaps, CBIZ pays interest at a fixed rate of 0.885% (2-year), 1.155% (3-year), 1.300% (5-year) and 1.120% (5-year) plus applicable margin as stated in the agreement, and receives interest that varies with the one-month LIBOR. |
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 three months ended March 31, 2016 and 2015 (in thousands): (Loss) gain recognized Loss reclassified Three Months Ended Three Months Ended March 31, 2016 2015 2016 2015 Interest rate swaps $ (532 ) $ 45 $ 105 $ 73 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 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 March 31, December 31, Deferred compensation plan assets 1 $ 65,767 $ 64,245 Corporate and municipal bonds 1 $ 43,472 $ 43,142 Interest rate swaps 2 $ (605 ) $ 240 Contingent purchase price liabilities 3 $ (22,461 ) $ (24,817 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liability | The following table summarizes the change in Level 3 fair values of the Company’s contingent purchase price liability for the three months ended March 31, 2016 and 2015 (pre-tax basis) (in thousands): 2016 2015 Beginning balance – January 1 $ (24,817 ) $ (33,368 ) Additions from business acquisitions (1,206 ) (4,186 ) Settlement of contingent purchase price liabilities 2,335 3,829 Change in fair value of contingencies 1,263 1,445 Change in net present value of contingencies (36 ) (38 ) Ending balance – March 31 $ (22,461 ) $ (32,318 ) |
Other Comprehensive (Loss) In29
Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Other Comprehensive Income (Loss) and Tax Impact | The following table is a summary of other comprehensive (loss) income and discloses the tax impact of each component of other comprehensive (loss) income for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Net unrealized gain on available-for-sale securities, net of income taxes (1) $ 231 $ 107 Net unrealized (loss) gain on interest rate swaps, net of income taxes (2) (532 ) 45 Foreign currency translation (10 ) (14 ) Total other comprehensive (loss) income $ (311 ) $ 138 (1) Net of income tax expense of $92 and $71 for the three months ended March 31, 2016 and 2015, respectively. (2) Net of income tax (benefit) expense of $(312) and $26 for the three months ended March 31, 2016 and 2015, respectively. |
Employer Share Plans (Tables)
Employer Share Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Compensation Awards | Compensation expense for stock-based awards recognized during the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 2015 Stock options $ 579 $ 841 Restricted stock awards 830 781 Total stock-based compensation expense $ 1,409 $ 1,622 |
Stock Award Activity | Stock award activity during the three months ended March 31, 2016 was as follows (in thousands, except per share data): Stock Options Restricted Stock Awards Number Weighted Number Weighted Grant-Date Outstanding at beginning of year 4,885 $ 7.50 962 $ 8.08 Granted — $ — 86 $ 10.41 Exercised or released (115 ) $ 6.93 (83 ) $ 8.64 Expired or canceled (14 ) $ 7.70 (2 ) $ 7.67 Outstanding at March 31, 2016 4,756 $ 7.52 963 $ 8.24 Exercisable at March 31, 2016 2,097 $ 6.96 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three months ended March 31, 2016 and 2015 (in thousands, except per share data). Three Months Ended March 31, 2016 2015 Numerator: Income from continuing operations after income tax expense $ 21,798 $ 19,503 Denominator: Basic Weighted average common shares outstanding 51,572 48,146 Diluted Stock options (1) 831 778 Restricted stock awards (1) 337 358 Contingent shares (2) 5 95 Convertible senior subordinated notes (3) — 2,008 Diluted weighted average common shares outstanding 52,745 51,385 Basic earnings per share from continuing operations $ 0.42 $ 0.41 Diluted earnings per share from continuing operations $ 0.41 $ 0.38 (1) A total of 1.3 million and 1.0 million stock-based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2016 and 2015, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by CBIZ. (3) The dilutive impact of potential shares to be issued upon conversion of the 2010 Notes is not applicable to the three months ended March 31, 2016 due to the maturation of the 2010 Notes in the fourth quarter of 2015. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The estimated fair values of the assets acquired and the liabilities assumed during the three months ended March 31, 2016 and 2015, respectively, are as follows (in thousands): Three Months Ended 2016 2015 Accounts receivable, net $ 325 $ — Other assets 38 — Identifiable intangible assets 1,005 2,844 Accrued liabilities (49 ) — Total identifiable net assets $ 1,319 $ 2,844 Goodwill 988 6,865 Aggregate purchase price $ 2,307 $ 9,709 |
Discontinued Operations and D33
Discontinued Operations and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations [Member] | |
Loss from Discontinued Operations, Net of Tax | Revenue and results from operations of discontinued operations for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Three Months Ended 2016 2015 Revenue $ — $ 3,516 Loss from operations of discontinued operations, before income tax benefit $ (51 ) $ (516 ) Income tax benefit (21 ) (181 ) Loss from operations of discontinued operations, net of tax $ (30 ) $ (335 ) |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information for the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 Financial Employee National Corporate Total Revenue $ 152,207 $ 64,327 $ 7,704 $ — $ 224,238 Operating expenses 113,497 53,680 6,877 4,063 178,117 Gross margin 38,710 10,647 827 (4,063 ) 46,121 Corporate general & admin — — — 10,245 10,245 Operating income (loss) 38,710 10,647 827 (14,308 ) 35,876 Other income (expense): Interest expense — (10 ) — (1,516 ) (1,526 ) Gain on sale of operations, net — — — 101 101 Other income, net 254 74 — 1,819 2,147 Total other income (loss) 254 64 — 404 722 Income (loss) from continuing operations before income tax expense $ 38,964 $ 10,711 $ 827 $ (13,904 ) $ 36,598 Three Months Ended March 31, 2015 Financial Employee National Corporate Total Revenue $ 143,832 $ 62,651 $ 7,383 $ — $ 213,866 Operating expenses 108,618 51,528 6,601 4,117 170,864 Gross margin 35,214 11,123 782 (4,117 ) 43,002 Corporate general & admin — — — 9,865 9,865 Operating income (loss) 35,214 11,123 782 (13,982 ) 33,137 Other income (expense): Interest expense — (9 ) — (2,968 ) (2,977 ) Gain on sale of operations, net — — — 56 56 Other income, net 99 117 — 2,643 2,859 Total other income (expense) 99 108 — (269 ) (62 ) Income (loss) from continuing operations before income tax expense $ 35,313 $ 11,231 $ 782 $ (14,251 ) $ 33,075 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable, Net, Current [Abstract] | ||
Trade accounts receivable | $ 128,894 | $ 118,916 |
Unbilled revenue | 81,243 | 47,351 |
Total accounts receivable | 210,137 | 166,267 |
Allowance for doubtful accounts | (12,889) | (12,659) |
Accounts receivable, net | $ 197,248 | $ 153,608 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 448,611 | $ 447,685 |
Intangible assets: | ||
Total intangible assets | 156,908 | 154,683 |
Total goodwill and intangibles assets | 605,519 | 602,368 |
Accumulated amortization: | ||
Total accumulated amortization | (70,633) | (66,715) |
Goodwill and other intangible assets, net | 534,886 | 535,653 |
Client Lists [Member] | ||
Intangible assets: | ||
Total intangible assets | 149,899 | 147,706 |
Accumulated amortization: | ||
Total accumulated amortization | (68,714) | (65,037) |
Other Intangible Assets [Member] | ||
Intangible assets: | ||
Total intangible assets | 7,009 | 6,977 |
Accumulated amortization: | ||
Total accumulated amortization | $ (1,919) | $ (1,678) |
Depreciation and Amortization -
Depreciation and Amortization - Depreciation and Amortization Expense for Property and Equipment and Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 5,245 | $ 4,987 |
Operating Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | 5,130 | 4,891 |
Corporate General and Administrative Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 115 | $ 96 |
Debt and Financing Arrangemen38
Debt and Financing Arrangements - Additional Information (Detail) $ in Millions | Mar. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
Unsecured credit facility | $ 400 |
Debt and Financing Arrangemen39
Debt and Financing Arrangements (Bank Debt) - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)Bank | Dec. 31, 2015USD ($) | ||
Debt Instrument [Line Items] | |||
Unsecured credit facility | $ 400,000 | ||
Group of participating banks | Bank | 8 | ||
Outstanding balance under applicable credit facility | [1] | $ 233,900 | $ 205,800 |
Approximately available funds under credit facility | 65,600 | ||
Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured credit facility | 400,000 | ||
Letter of Credit and Performance Guarantee [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit and performance guarantees | $ 3,200 | ||
[1] | See Note 15 to accompanying consolidated financial statements for discussion of our adoption of ASU 2015-03, ASU 2015-15 and ASU 2015-17 (as defined in Note 15). |
Debt and Financing Arrangemen40
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Weighted average rates | 2.50% | 2.21% |
Range of effective rates, minimum | 1.82% | 1.88% |
Range of effective rates, maximum | 3.50% | 3.25% |
Debt and Financing Arrangemen41
Debt and Financing Arrangements (2006 Notes) - Additional Information (Detail) - 2006 Convertible Senior Subordinated Notes [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Aggregate outstanding principal amount | $ 750 |
Maturity date of notes | Jun. 1, 2026 |
Debt and Financing Arrangemen42
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 1,526 | $ 2,977 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total interest expense | 1,520 | 1,051 |
2010 Convertible Senior Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total interest expense | 1,920 | |
2006 Convertible Senior Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total interest expense | $ 6 | $ 6 |
Debt and Financing Arrangemen43
Debt and Financing Arrangements (2010 Notes) - Additional Information (Detail) - 2010 Convertible Senior Subordinated Notes [Member] - USD ($) | Oct. 01, 2015 | Oct. 30, 2015 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||
Interest rate on Notes | 4.875% | ||
Conversion rate per $ 1,000 principal of convertible notes | $ 1,000 | ||
Conversion value of Notes | $ 71,800,000 | ||
Maturity date of notes | Oct. 1, 2015 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies [Line Items] | ||
License bonds outstanding amount | $ 2,400,000 | $ 2,300,000 |
Affiliated Entity [Member] | Financial Standby Letter of Credit [Member] | ||
Commitments And Contingencies [Line Items] | ||
Letters of credit outstanding, guarantee obligation | 900,000 | 900,000 |
Letters of Credit [Member] | ||
Commitments And Contingencies [Line Items] | ||
Letters of credit outstanding | $ 2,300,000 | $ 2,300,000 |
Commitments and Contingencies45
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) - Baldino Group [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)Plaintiff | |
Commitments And Contingencies [Line Items] | |
Number of Plaintiffs | Plaintiff | 2 |
Damages sought amount | $ | $ 16 |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||
Corporate and municipal bonds | $ 41.2 | $ 40.8 |
Maturity dates of bonds, start date | 2016-04 | |
Maturity dates of bonds, end date | 2021-10 |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 43,142 | $ 38,399 |
Purchases | 3,560 | 15,429 |
Redemptions | (1,130) | (987) |
Maturities | (2,447) | (9,677) |
Increase in bond premium | (37) | 172 |
Fair market value adjustment | 384 | (194) |
Fair value at end of period | $ 43,472 | $ 43,142 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||
Derivative, Type of Interest Rate Paid on Swap | Fixed | |
Maturity Tenure Five Years [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional value | $ 10,000,000 | $ 25,000,000 |
Interest rate swap, fixed interest rate | 1.12% | 1.30% |
Derivative, Type of Interest Rate Paid on Swap | Fixed |
Financial Instruments - Summa49
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 50,000,000 | |
Fair Value | $ 240,000 | |
Other Non-current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 60,000,000 | |
Fair Value | $ (605,000) |
Financial Instruments - Summa50
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Parenthetical) (Detail) - Interest Rate Swap [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||
Interest rate swap, description of interest received | Interest that varies with the one-month LIBOR | |
Derivative, Type of Interest Rate Paid on Swap | Fixed | |
Maturity Tenure Two Years [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional value | $ 10,000,000 | |
Interest rate swap, fixed interest rate | 0.885% | |
Maturity Tenure Three Years [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 1.155% | |
Maturity Tenure Five Years [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional value | $ 10,000,000 | $ 25,000,000 |
Interest rate swap, fixed interest rate | 1.12% | 1.30% |
Derivative, Type of Interest Rate Paid on Swap | Fixed |
Financial Instruments - Summa51
Financial Instruments - Summary of Effects of Interest Rate Swap (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||
(Loss)Gain Recognized in AOCL, net of tax | $ (532) | $ 45 |
Interest Rate Swap [Member] | Interest Expense [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Loss)Gain Recognized in AOCL, net of tax | (532) | 45 |
Loss Reclassified from AOCL into Expense | $ 105 | $ 73 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Corporate and municipal bonds | $ 43,472 | $ 43,142 | $ 38,399 |
Level 1 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Deferred compensation plan assets | 65,767 | 64,245 | |
Corporate and municipal bonds | 43,472 | 43,142 | |
Level 2 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Interest rate swaps | (605) | 240 | |
Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Contingent purchase price liabilities | $ (22,461) | $ (24,817) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Measurements, Inter-transfers between Levels | $ 0 | $ 0 |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Business Combination Contingent Consideration Liability Extended Term | 3 years | |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Business Combination Contingent Consideration Liability Extended Term | 6 years |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Fair Values of Contingent Purchase Price Liability (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (24,817) | |
Ending balance | (22,461) | |
Contingent Purchase Price Liabilities [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | (24,817) | $ (33,368) |
Additions from business acquisitions | (1,206) | (4,186) |
Settlement of contingent purchase price liabilities | 2,335 | 3,829 |
Change in fair value of contingencies | 1,263 | 1,445 |
Change in net present value of contingencies | (36) | (38) |
Ending balance | $ (22,461) | $ (32,318) |
Other Comprehensive (Loss) In55
Other Comprehensive (Loss) Income - Summary of Other Comprehensive Income (Loss) and Tax Impact (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Net unrealized gain on available-for-sale securities, net of income taxes | $ 231 | $ 107 |
Net unrealized (loss) gain on interest rate swaps, net of income taxes | (532) | 45 |
Foreign currency translation | (10) | (14) |
Total other comprehensive (loss) income | $ (311) | $ 138 |
Other Comprehensive (Loss) In56
Other Comprehensive (Loss) Income - Summary of Other Comprehensive Income (Loss) and Tax Impact (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Unrealized gain(loss)on available for sale securities, income tax expense (benefit) | $ 92 | $ 71 |
Unrealized gain (loss) on interest rate swaps, income tax expense | $ (312) | $ 26 |
Other Comprehensive (Loss) In57
Other Comprehensive (Loss) Income - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Accumulated other comprehensive loss | $ (944) | $ (633) |
Employer Share Plans - Addition
Employer Share Plans - Additional Information (Detail) - Two Thousand Fourteen Plan [Member] shares in Millions | 3 Months Ended |
Mar. 31, 2016shares | |
Retirement Plans [Line Items] | |
Stock awards expiry | 2,024 |
Restricted Stock Awards [Member] | |
Retirement Plans [Line Items] | |
Maximum stock based compensation awards granted under the plan | 9.6 |
Employer Share Plans - Schedule
Employer Share Plans - Schedule of Share-Based Compensation Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Stock options | $ 579 | $ 841 |
Restricted stock awards | 830 | 781 |
Total stock-based compensation expense | $ 1,409 | $ 1,622 |
Employer Share Plans - Stock Aw
Employer Share Plans - Stock Award Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Stock Based Compensation [Line Items] | |
Outstanding Beginning balance, Number of Options | shares | 4,885 |
Granted, Number of Options | shares | 0 |
Exercised or released, Number of Options | shares | (115) |
Expired or canceled, Number of Options | shares | (14) |
Outstanding Ending balance, Number of Options | shares | 4,756 |
Exercisable Ending balance, Number of Options | shares | 2,097 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 7.50 |
Granted, Weighted Average Exercise Price Per Share | $ / shares | 0 |
Exercised or released, Weighted Average Exercise Price Per Share | $ / shares | 6.93 |
Expired or canceled, Weighted Average Exercise Price Per Share | $ / shares | 7.70 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 7.52 |
Exercisable Ending balance, Weighted Average Exercise Price | $ / shares | $ 6.96 |
Restricted Stock Awards [Member] | |
Stock Based Compensation [Line Items] | |
Outstanding Beginning balance, Number of shares | shares | 962 |
Granted, Number of shares | shares | 86 |
Exercised or released, Number of shares | shares | (83) |
Expired or canceled, Number of Shares | shares | (2) |
Outstanding Ending balance, Number of shares | shares | 963 |
Outstanding Beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 8.08 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 10.41 |
Exercised or Released, Weighted Average Grant-Date Fair Value | $ / shares | 8.64 |
Expired or Canceled, Weighted Average Grant-Date Fair Value | $ / shares | 7.67 |
Outstanding Ending balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 8.24 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Income from continuing operations after income tax expense | $ 21,798 | $ 19,503 |
Basic | ||
Weighted average common shares outstanding | 51,572 | 48,146 |
Diluted | ||
Stock options | 831 | 778 |
Restricted stock awards | 337 | 358 |
Contingent shares | 5 | 95 |
Convertible senior subordinated notes | 2,008 | |
Diluted weighted average common shares outstanding | 52,745 | 51,385 |
Basic earnings per share from continuing operations | $ 0.42 | $ 0.41 |
Diluted earnings per share from continuing operations | $ 0.41 | $ 0.38 |
Earnings Per Share - Computat62
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive impact of potential shares average share price | $ 0 | |
Stock Compensation Plan [Member] | ||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share based awards excluded from the calculation of diluted earnings per share | 1.3 | 1 |
Acquisitions (First Quarter 201
Acquisitions (First Quarter 2015) - Additional Information (Detail) $ in Millions | Jan. 01, 2016USD ($) | Mar. 01, 2015 | Mar. 31, 2016USD ($)Client_ListBusiness | Mar. 31, 2015USD ($)Client_ListBusiness |
Series of Business Acquisition First Quarter 2016 [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Consideration paid in cash | $ 1.3 | |||
Number of businesses acquired | Business | 1 | |||
Contingent consideration | $ 1.9 | |||
Guaranteed future consideration | $ 1 | |||
Series of Business Acquisition First Quarter 2016 [Member] | Employee Services [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of client list purchased | Client_List | 2 | |||
Millimaki Eggert, L.L.P [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | $ 1.2 | |||
Annual revenue | $ 2.4 | |||
Acquired entity, name | Millimaki Eggert, L.L.P. | |||
Effective date of acquisition | Jan. 1, 2016 | |||
Series of Business Acquisition First Quarter 2015 [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Consideration paid in cash | $ 5.6 | |||
Number of businesses acquired | Business | 1 | |||
Contingent consideration | $ 4.5 | |||
Series of Business Acquisition First Quarter 2015 [Member] | Employee Services [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of client list purchased | Client_List | 2 | |||
Model Consulting, Inc [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Acquired entity, name | Model Consulting, Inc. | |||
Effective date of acquisition | Mar. 1, 2015 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 448,611 | $ 447,685 | |
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | 325 | ||
Other assets | 38 | ||
Identifiable intangible assets | 1,005 | $ 2,844 | |
Accrued liabilities | (49) | ||
Total identifiable net assets | 1,319 | 2,844 | |
Goodwill | 988 | 6,865 | |
Aggregate purchase price | $ 2,307 | $ 9,709 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 448,611 | $ 447,685 | |
Fair value of contingent consideration | 1,300 | $ 1,500 | |
Consideration paid in cash | $ 2,000 | $ 3,300 | |
Number of common stock issued | 32,000 | 59,000 | |
Common stock value related to contingent earnouts for previous acquisitions | $ 300 | $ 500 | |
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | 988 | 6,865 | |
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | Financial Services [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | 1,000 | ||
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | Employee Services [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 6,900 | ||
Millimaki Eggert, L.L.P [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | 1,200 | ||
Millimaki Eggert, L.L.P [Member] | Contingent Purchase Price Liability Current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | 500 | ||
Millimaki Eggert, L.L.P [Member] | Contingent Purchase Price Liability Non-current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | $ 700 |
Discontinued Operations and D66
Discontinued Operations and Divestitures - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)OfficeBusiness | Mar. 31, 2015USD ($)OfficeBusiness | Dec. 31, 2014Office | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of business divestiture | Office | 0 | 0 | 2 |
Gain from the sale of its individual wealth management business | $ | $ 0.1 | $ 0.1 | |
Financial Services [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of businesses sold | Business | 0 | 0 |
Discontinued Operations and D67
Discontinued Operations and Divestitures - Loss from Discontinued Operations, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 3,516 | |
Loss from operations of discontinued operations, before income tax benefit | $ (51) | (516) |
Income tax benefit | (21) | (181) |
Loss from operations of discontinued operations, net of tax | $ (30) | $ (335) |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 224,238 | $ 213,866 |
Operating expenses | 178,117 | 170,864 |
Gross margin | 46,121 | 43,002 |
Corporate general & admin | 10,245 | 9,865 |
Operating income (loss) | 35,876 | 33,137 |
Other income (expense): | ||
Interest expense | (1,526) | (2,977) |
Gain on sale of operations, net | 101 | 56 |
Other income, net | 2,147 | 2,859 |
Total other income (expense) | 722 | (62) |
Income (loss) from continuing operations before income tax expense | 36,598 | 33,075 |
Operating Segments [Member] | Financial Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 152,207 | 143,832 |
Operating expenses | 113,497 | 108,618 |
Gross margin | 38,710 | 35,214 |
Operating income (loss) | 38,710 | 35,214 |
Other income (expense): | ||
Other income, net | 254 | 99 |
Total other income (expense) | 254 | 99 |
Income (loss) from continuing operations before income tax expense | 38,964 | 35,313 |
Operating Segments [Member] | Employee Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 64,327 | 62,651 |
Operating expenses | 53,680 | 51,528 |
Gross margin | 10,647 | 11,123 |
Operating income (loss) | 10,647 | 11,123 |
Other income (expense): | ||
Interest expense | (10) | (9) |
Other income, net | 74 | 117 |
Total other income (expense) | 64 | 108 |
Income (loss) from continuing operations before income tax expense | 10,711 | 11,231 |
Operating Segments [Member] | National Practices [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,704 | 7,383 |
Operating expenses | 6,877 | 6,601 |
Gross margin | 827 | 782 |
Operating income (loss) | 827 | 782 |
Other income (expense): | ||
Income (loss) from continuing operations before income tax expense | 827 | 782 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | 4,063 | 4,117 |
Gross margin | (4,063) | (4,117) |
Corporate general & admin | 10,245 | 9,865 |
Operating income (loss) | (14,308) | (13,982) |
Other income (expense): | ||
Interest expense | (1,516) | (2,968) |
Gain on sale of operations, net | 101 | 56 |
Other income, net | 1,819 | 2,643 |
Total other income (expense) | 404 | (269) |
Income (loss) from continuing operations before income tax expense | $ (13,904) | $ (14,251) |
Recently Issued Accounting Pr70
Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current deferred tax liability | [1] | $ 383 | $ 4,902 |
Unamortized debt issue costs | $ 1,744 | 1,869 | |
Accounting Standards Update 2015-17 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current deferred tax liability | 100 | ||
Current deferred tax liability | $ 4,700 | ||
[1] | See Note 15 to accompanying consolidated financial statements for discussion of our adoption of ASU 2015-03, ASU 2015-15 and ASU 2015-17 (as defined in Note 15). |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Apr. 01, 2016USD ($) |
Subsequent Event [Member] | Savitz [Member] | |
Subsequent Event [Line Items] | |
Estimated revenue | $ 20 |