Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBZ | ||
Entity Registrant Name | CBIZ, Inc. | ||
Entity Central Index Key | 944,148 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 55,008,709 | ||
Entity Public Float | $ 740.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 424 | $ 3,494 |
Restricted cash | 32,985 | 27,880 |
Accounts receivable, net | 188,300 | 175,354 |
Income taxes refundable/receivable | 813 | |
Other current assets | 22,539 | 21,407 |
Current assets before funds held for clients | 245,061 | 228,135 |
Funds held for clients | 203,112 | 213,457 |
Total current assets | 448,173 | 441,592 |
Non-current assets: | ||
Property and equipment, net | 26,081 | 19,450 |
Goodwill and other intangible assets, net | 613,206 | 584,401 |
Assets of deferred compensation plan | 85,589 | 69,912 |
Notes receivable | 620 | 1,227 |
Other non-current assets | 2,562 | 2,006 |
Total non-current assets | 728,058 | 676,996 |
Total assets | 1,176,231 | 1,118,588 |
Current liabilities: | ||
Accounts payable | 51,375 | 45,772 |
Income taxes payable | 1,048 | |
Accrued personnel costs | 45,264 | 45,221 |
Notes payable | 1,861 | 1,060 |
Contingent purchase price liability | 15,151 | 16,322 |
Other current liabilities | 17,013 | 16,169 |
Current liabilities before client fund obligations | 130,664 | 125,592 |
Client fund obligations | 203,582 | 213,855 |
Total current liabilities | 334,246 | 339,447 |
Non-current liabilities: | ||
Bank debt | 178,500 | 191,400 |
Debt issuance costs | (828) | (1,351) |
Total long-term debt | 177,672 | 190,049 |
Notes payable | 2,164 | 1,721 |
Income taxes payable | 4,454 | 4,426 |
Deferred income taxes, net | 3,339 | 3,545 |
Deferred compensation plan obligations | 85,589 | 69,912 |
Contingent purchase price liability | 22,423 | 17,387 |
Other non-current liabilities | 15,465 | 12,080 |
Total non-current liabilities | 311,106 | 299,120 |
Total liabilities | 645,352 | 638,567 |
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 130,075 and 128,191; shares outstanding 54,591 and 54,044 | 1,301 | 1,282 |
Additional paid-in capital | 675,504 | 655,629 |
Retained earnings | 345,302 | 294,925 |
Treasury stock, 75,484 and 74,147 shares | (491,046) | (471,311) |
Accumulated other comprehensive loss | (182) | (504) |
Total stockholders’ equity | 530,879 | 480,021 |
Total liabilities and stockholders’ equity | $ 1,176,231 | $ 1,118,588 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 130,075,000 | 128,191,000 |
Common stock, shares outstanding | 54,591,000 | 54,044,000 |
Treasury stock, shares | 75,484,000 | 74,147,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Statement Of Income And Comprehensive Income [Abstract] | ||||
Revenue | $ 855,340 | $ 799,832 | $ 750,422 | |
Operating expenses | 755,584 | 697,726 | 652,391 | [1] |
Gross margin | 99,756 | 102,106 | 98,031 | |
Corporate general and administrative expenses | 33,295 | 36,319 | 32,527 | [1] |
Operating income (loss) | 66,461 | 65,787 | 65,504 | |
Other income (expense): | ||||
Interest expense | (6,675) | (6,593) | (8,902) | |
Gain on sale of operations, net | 45 | 855 | 84 | |
Other income, net | 14,489 | 6,957 | 1,146 | [1] |
Total other income (expense), net | 7,859 | 1,219 | (7,672) | |
Income from continuing operations before income tax expense | 74,320 | 67,006 | 57,832 | |
Income tax expense | 23,288 | 26,399 | 22,829 | |
Income (loss) from continuing operations | 51,032 | 40,607 | 35,003 | |
Loss from operations of discontinued operations, net of tax | (655) | (542) | (2,323) | |
Gain on disposal of discontinued operations, net of tax | 1,427 | |||
Net income (loss) | $ 50,377 | $ 40,065 | $ 34,107 | |
Basic: | ||||
Continuing operations | $ 0.95 | $ 0.78 | $ 0.70 | |
Discontinued operations | (0.01) | (0.01) | (0.01) | |
Net income | 0.94 | 0.77 | 0.69 | |
Diluted: | ||||
Continuing operations | 0.92 | 0.76 | 0.66 | |
Discontinued operations | (0.01) | (0.01) | (0.01) | |
Net income | $ 0.91 | $ 0.75 | $ 0.65 | |
Basic weighted average common shares outstanding | 53,862 | 52,321 | 50,280 | |
Diluted weighted average common shares outstanding | 55,689 | 53,513 | 52,693 | |
Comprehensive income: | ||||
Net income | $ 50,377 | $ 40,065 | $ 34,107 | |
Other comprehensive income: | ||||
Net unrealized loss on available-for-sale securities, net of income tax benefit of $28, $16 and $77 | (42) | (23) | (114) | |
Net unrealized gain on interest rate swaps, net of income tax expense of $223, $107 and $135 | 379 | 182 | 230 | |
Foreign currency translation | (15) | (30) | (54) | |
Total other comprehensive income | 322 | 129 | 62 | |
Total comprehensive income | $ 50,699 | $ 40,194 | $ 34,169 | |
[1] | “Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of $0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations. |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Tax effect of adjustment for gains included in income | $ 28 | $ 16 | $ 77 |
Tax effect on Interest rate swap for unrealized gain (loss) | $ 223 | $ 107 | $ 135 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, Amount at Dec. 31, 2014 | $ 399,845 | $ 1,188 | $ (425,685) | $ 604,284 | $ 220,753 | $ (695) |
Balance, Shares at Dec. 31, 2014 | 118,820 | 69,333 | ||||
Net income | 34,107 | 34,107 | ||||
Other comprehensive income | 62 | 62 | ||||
Share repurchases | (36,482) | $ (36,482) | ||||
Share repurchases, Shares | 3,895 | |||||
Restricted stock | $ 4 | (4) | ||||
Restricted stock, Shares | 360 | |||||
Stock options exercised | 10,728 | $ 15 | 10,713 | |||
Stock options exercised, Shares | 1,548 | |||||
Share-based compensation | 5,729 | 5,729 | ||||
Tax benefit (expense) from employee share plans | 772 | 772 | ||||
Convertible bond retirement | 9,473 | $ 51 | 9,422 | |||
Convertible bond retirement, Shares | 5,069 | |||||
Business acquisitions | 3,714 | $ 4 | 3,710 | |||
Business acquisitions, Shares | 385 | |||||
Balance, Amount at Dec. 31, 2015 | 427,948 | $ 1,262 | $ (462,167) | 634,626 | 254,860 | (633) |
Balance, Shares at Dec. 31, 2015 | 126,182 | 73,228 | ||||
Net income | 40,065 | 40,065 | ||||
Other comprehensive income | 129 | 129 | ||||
Share repurchases | (9,144) | $ (9,144) | ||||
Share repurchases, Shares | 919 | |||||
Restricted stock | $ 3 | (3) | ||||
Restricted stock, Shares | 300 | |||||
Stock options exercised | 8,070 | $ 11 | 8,059 | |||
Stock options exercised, Shares | 1,128 | |||||
Share-based compensation | 5,725 | 5,725 | ||||
Tax benefit (expense) from employee share plans | 1,004 | 1,004 | ||||
Business acquisitions | 6,224 | $ 6 | 6,218 | |||
Business acquisitions, Shares | 581 | |||||
Balance, Amount at Dec. 31, 2016 | 480,021 | $ 1,282 | $ (471,311) | 655,629 | 294,925 | (504) |
Balance, Shares at Dec. 31, 2016 | 128,191 | 74,147 | ||||
Net income | 50,377 | 50,377 | ||||
Other comprehensive income | 322 | 322 | ||||
Share repurchases | (19,735) | $ (19,735) | ||||
Share repurchases, Shares | 1,337 | |||||
Restricted stock | $ 3 | (3) | ||||
Restricted stock, Shares | 292 | |||||
Stock options exercised | $ 8,008 | $ 12 | 7,996 | |||
Stock options exercised, Shares | 1,176 | 1,176 | ||||
Share-based compensation | $ 5,705 | 5,705 | ||||
Business acquisitions | 6,181 | $ 4 | 6,177 | |||
Business acquisitions, Shares | 416 | |||||
Balance, Amount at Dec. 31, 2017 | $ 530,879 | $ 1,301 | $ (491,046) | $ 675,504 | $ 345,302 | $ (182) |
Balance, Shares at Dec. 31, 2017 | 130,075 | 75,484 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 50,377 | $ 40,065 | $ 34,107 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Loss from discontinued operations, net of tax | 655 | 542 | 896 |
Gain on sale of operations, net of tax | (45) | (855) | (84) |
Loss on early extinguishment of convertible debt | 833 | ||
Depreciation and amortization expense | 23,061 | 22,098 | 20,389 |
Amortization of discount on notes and deferred financing costs | 523 | 523 | 2,271 |
Amortization of discount on contingent earnout liabilities | 634 | 348 | 144 |
Bad debt expense, net of recoveries | 5,137 | 4,090 | 5,658 |
Adjustment to contingent earnout liability | (2,128) | (1,342) | (2,853) |
Deferred income taxes | 3,674 | 4,829 | 1,734 |
Employee stock awards | 5,705 | 5,725 | 5,729 |
Excess tax benefits from share based payment arrangements | (3,837) | (1,108) | (948) |
Changes in assets and liabilities, net of acquisitions and divestitures: | |||
Restricted cash | (5,105) | (3,019) | 3,433 |
Accounts receivable, net | (13,849) | (19,188) | (15,276) |
Other assets | 3,180 | (5,612) | (1,269) |
Accounts payable | 3,738 | 10,217 | (1,288) |
Income taxes payable | (2,071) | 1,881 | (3,674) |
Accrued personnel costs | (599) | 5,496 | (349) |
Other liabilities | 3,508 | 5,965 | (3,057) |
Net cash provided by continuing operations | 72,558 | 70,655 | 46,396 |
Operating cash flows (used in) provided by discontinued operations | (627) | 387 | 990 |
Net cash provided by operating activities | 71,931 | 71,042 | 47,386 |
Cash flows from investing activities: | |||
Business acquisitions and purchases of client lists, net of cash acquired | (28,093) | (42,883) | (14,636) |
Purchases of client fund investments | (15,546) | (11,355) | (15,429) |
Proceeds from the sales and maturities of client fund investments | 8,785 | 9,778 | 10,664 |
Proceeds on sales of divested and discontinued operations | 46 | 802 | 2,938 |
Increase (decrease) in funds held for clients | 17,034 | (3,193) | 15,921 |
Additions to property and equipment | (11,892) | (4,141) | (7,390) |
Collection of notes receivable | 558 | 998 | 955 |
Other | (300) | (20) | 20 |
Net cash used in continuing operations | (29,408) | (50,014) | (6,957) |
Investing cash flows provided by discontinued operations | 8 | ||
Net cash used in investing activities | (29,408) | (50,014) | (6,949) |
Cash flows from financing activities: | |||
Proceeds from bank debt | 533,900 | 416,800 | 408,800 |
Payment of bank debt | (546,800) | (431,200) | (310,400) |
Payment on extinguishment of convertible debt | (760) | (88,964) | |
Payment for acquisition of treasury stock | (19,735) | (9,144) | (36,482) |
(Decrease) increase in client funds obligations | (10,273) | 5,257 | (12,617) |
Payment of contingent consideration of acquisitions | (10,515) | (7,504) | (11,987) |
Proceeds from exercise of stock options | 8,008 | 8,070 | 10,728 |
Payment of notes payable | (178) | (347) | (574) |
Deferred financing costs | (6) | (18) | |
Payment of acquired debt | (658) | ||
Excess tax benefit from exercise of stock awards | 1,108 | 948 | |
Net cash used in financing activities | (45,593) | (18,384) | (40,566) |
Net (decrease) increase in cash and cash equivalents | (3,070) | 2,644 | (129) |
Cash and cash equivalents at beginning of year | 3,494 | 850 | 979 |
Cash and cash equivalents at end of year | $ 424 | $ 3,494 | $ 850 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note Organization: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 21, Segment Disclosures , to the accompanying consolidated financial statements. Basis of Presentation: The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us” or “our”), after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). We have determined that our relationship with certain Certified Public Accounting (“CPA”) firms with whom we maintain 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 our consolidated financial condition, results of operations or cash flows. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $156.4 million, $144.8 million and $137.5 million for the years ended December 31, 2017, 2016 and 2015, respectively, the majority of which was related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis. Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks. Significant Accounting Policies: We consider the following policies to be beneficial in understanding the judgements that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows. Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results may differ materially from these estimates. Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and investments with an original maturity of three months or less when purchased. Restricted Cash: Restricted cash consists of funds held by us in relation to our capital and investment advisory services as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Restricted cash also consists of funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier with the related liability for these funds recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets. Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable, less allowances for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment based on a combination of factors. When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we analyze historical experience, client credit-worthiness, the age of the trade receivable balances, current economic conditions that may affect a client’s ability to pay and an evaluation of current and projected economic trends and conditions at the time of the balance sheet date. At December 31, 2017 and 2016, the allowance for doubtful accounts was $13.8 million and $13.5 million, respectively, in the accompanying Consolidated Balance Sheets. Funds Held for Clients and Client Fund Obligations: Services provided by our payroll operations include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well as other similar service offerings, we collect funds from our clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. Funds held for clients are reported in current assets and client fund obligations are reported in current liabilities in the accompanying Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments. Funds held for clients include cash, overnight investments and corporate and municipal bonds (refer to Note 5, Financial Instruments Property and Equipment: Property and equipment is recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years Leasehold improvements are amortized using the straight-line method over the lesser of their estimated useful lives or the remaining respective lease term. The cost of software purchased or developed for internal use is capitalized and amortized using the straight-line method over an estimated useful life not to exceed seven years. Capitalized software is classified as property and equipment, net in the accompanying Consolidated Balance Sheets. Goodwill: A significant portion of our assets is goodwill as a result of current and past acquisitions. At December 31, 2017, the carrying value of goodwill totaled $528.4 million, compared to total assets of $1.2 billion and total shareholders’ equity of $530.9 million. We utilize the acquisition method of accounting for all business combinations. Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. In accordance with GAAP, goodwill is not amortized, but rather is tested for impairment annually, or between annual tests if an event occurs or circumstances change that would more likely than not (defined as a likelihood of more than 50%) reduce the fair value of a reporting unit below its carrying value. We applied the principles as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill and Other” . ignificant change in the operations of the five reporting units since the most recent quantitative assessment, as a result, it was concluded that it was more likely than not that the fair value of each of our reporting units was greater than its carrying value, 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. Income Taxes: Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. 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. Share-Based Awards: The measurement of share-based compensation expense is based on the grant date fair value of the share-based awards made to employees and non-employee directors which is recognized over the required vesting period which is generally up to four years. The fair value of stock options is determined using the Black-Sholes-Merton option pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as “Operating expenses” or “Corporate general and administrative expenses” (“G&A expenses”), depending on where the respective individual’s compensation is recorded. For additional discussion regarding share-based awards, refer to Note 14, Employee Share Plans Derivative Instruments: We account for derivative instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” , which requires all derivative instruments to be recognized in the financial statements and measured at fair value, regardless of the purpose or intent for holding them. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We utilize derivative instruments to manage interest rate risk associated with our floating-rate debt under the $400 million unsecured credit facility (as amended the “credit facility”). Interest rate swap contracts mitigate the risk associated with the underlying hedged item. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense. For further discussion regarding derivative financial instruments, refer to Note 5, Financial Instruments Contingent Purchase Price Liabilities Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability — current” and “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities are reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. Refer to Note 6, Fair Value Measurements Acquisitions Revenue Recognition: Revenue is recognized and earned when all of the following criteria are satisfied: (i) a sales arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the fee to the client is fixed or determinable; and (iv) 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. We typically do not have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of services provided, the deliverables, and the complexity of the engagement. We offer a vast array of products and business services to our clients delivered through our 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 our clients for traditional accounting services, tax return preparation, consulting services, compliance projects, services pursuant to administrative service agreements (described under “Basis of Presentation”), and valuation services including fairness opinions, capital assets, litigation support, purchase price allocations and derivative valuations. Clients are billed for these services based upon a fixed fee, a time and expense model or an outcome-based fee. Revenue recognition as it pertains to each of these arrangements is as follows: • Fixed fee arrangements • Time and expense arrangements • Outcome-based arrangements • Administrative service agreement revenue Benefits and Insurance 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 Contingent revenue arrangements related to commissions are based upon certain performance targets recognized at the earlier of written notification that the target has been achieved or cash collection. • Fee income Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is typically when market valuation information is available. • Payroll National Practices — Business units comprising the National Practices group offer a variety of services which are described below: • Technology consulting • Healthcare consulting Operating Expenses: Operating expenses represent costs of service and other costs incurred to operate our business units and are primarily comprised of personnel costs and occupancy related expenses. • Personnel costs include (i) salaries and benefits; (ii) commissions paid to producers; (iii) incentive compensation; and (iv) share-based compensation. Incentive compensation costs and share-based compensation are estimated and accrued. The final determination of incentive compensation is made after year-end results are completed. Total personnel costs were $596.4 million, $544.8 million and $502.8 million for the years ended December 31, 2017, 2016 and 2015, 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 $46.3 million, $45.7 million and $41.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Operating Leases: We lease most of our office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as “Other non-current liabilities.” We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. New Accounting Pronouncements The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (“ASU”) to communicate changes to the FASB codification. We assess and review the impact of all ASU's. ASU's not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2017 Subsequent Measurement of Goodwill: In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which eliminates the requirement to calculate the implied fair value of goodwill (step two) to measure a goodwill impairment charge. Instead, goodwill impairment will be based upon the results of step one of the impairment test, which is defined as the excess of the carrying amount of a reporting unit over its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. The adoption ASU 2017-04 had no impact on our consolidated financial statements. Share-Based Compensation: In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which requires the tax effects related to share-based payments to be recorded through the income statement and simplifies the accounting requirements for forfeitures and employers' tax withholding requirements. We elected prospective treatment in regards to ASU 2016-09 beginning January 1, 2017. The adoption of ASU 2016-09 resulted in an increase of approximately 0.5 million diluted shares and a realized tax benefit of approximately $3.8 million in 2017. This tax benefit, which would have previously been recorded in additional paid-in capital in our Consolidated Balance Sheets, is now recorded directly to income tax expense in our Consolidated Statements of Comprehensive Income. We elected to classify excess tax benefits as an operating activity in the Consolidated Statements of Cash Flows instead of as a financing activity on a prospective basis and did not retrospectively adjust prior periods, as permitted. We also elected to continue our current policy of estimating forfeitures of share-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures. Going forward, we anticipate moderate volatility in our effective tax rate related to our share-based compensation incentives which will be recorded directly into our results of operations. Accounting Standards Not Yet Adopted Derivatives and Hedging: In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The new standard simplifies hedge accounting through changes to both designation and measurement requirements. For hedges that qualify as highly effective, the new standard eliminates the requirement to separately measure and record hedge ineffectiveness resulting in better alignment between the presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. We do not expect this new guidance to have a material impact on our consolidated financial statements. Modification Accounting for Share-Based Payment Awards: In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting” (“ASU 2017-09”), clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. This new accounting standard requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for us on a prospective basis beginning on January 1, 2018, with early adoption permitted. We typically do not change either the terms or conditions of share-based payment awards once they are granted, therefore; this new guidance is not expected to have a material impact on our consolidated financial statements. Restricted Cash - Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230)” (“ASU 2016-18”), which applies to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows. This new accounting standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and the amounts generally described as restricted cash or restricted cash equivalents when reconciling beginning-of-period and end-of-period total amounts show on the statement of cash flows. ASU 2016-18 also requires the disclosure of information about the nature of the restriction. ASU 2016-18 is effective retrospectively for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. We disclose annually in Note 1 to our Annual Report on Form 10-K, Basis of Presentation and Significant Accounting Policies , the nature of restrictions, therefore we only expect this new guidance to have a presentation impact on our Consolidated States of Cash Flows. Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which clarifies how certain cash receipts and payments are to be presented in the statement of cash flows. This new guidance will be effective for us beginning on January 1, 2018, with early adoption permitted, and is not expected to have a material impact on our consolidated financial statements. Leases: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes Topic 840, “Leases.” This new accounting standard is intended to increase transparency and comparability among organizations relating to leases and will require enhanced disclosures about our leasing arrangements. Under the new guidance, lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The FASB retained a dual model for lease classification, requiring leases to be classified as either operating or finance leases to determine recognition in the income statement and statements of cash flows; however, substantially all leases will be required to be recognized on the balance sheet. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for us beginning on January 1, 2019, with early adoption permitted. The new standard requires a “modified retrospective” adoption, meaning the standard is applied to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We will adopt the standard on January 1, 2019 and apply the package of practical expedients available to us upon adoption. We are currently assessing the impact of this new guidance on our consolidated financial statements. As outlined in Note 10, Lease Commitments Revenue from Contracts with Customers: In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). This new accounting standard provides a comprehensive revenue recognition model for all contracts with customers and supersedes current revenue recognition guidance. The underlying principle is that an entity will recognize revenue commensurate with the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March, April and May 2016, the FASB issued additional ASUs clarifying certain aspects of ASU 2014-09. The core principle of ASU 2014-09 was not changed by the additional guidance. In the fourth quarter of 2017, we substantially completed our evaluation of the new standard. Based on our evaluation, revenue recognition is consistent under both the legacy standard and the new standard for the majority of our revenue streams, with the exception of two business units within our Benefits and Insurance Services practice group. The revenue recognition policies, business processes, systems and internal controls in our Benefits and Insurance Services practice group have been modified under the new standard. Effective January 1, 2018, w e will apply the modified retrospective transition method with a cumulative effect adjustment directly to the opening balance of “Retained earnings” in our Consolidated Balance Sheets. The net adjustment is expected to be an increase to retained earnings within a range of $1.5 million to $2 million primarily due to the acceleration of revenue in our property and casualty business unit, slightly offset by deferred revenue in our retirement plan services business unit. • Property & Casualty business unit • Property & Casualty business unit Since the majority of our property and casualty arrangements involve contracts that are annual in term, on a year over year basis we do not believe there will be a significant change to the amount of revenue recognized in an annual period, but we believe there will be quarterly fluctuations going forward based on the seasonal nature and timing of policy renewals. • Retirement Plan Services business unit In the quarterly reporting periods of 2018, under the modified retrospective method of adoption, we will (i) recognize a cumulative effect adjustment to the opening balance of retained earnings, (ii) present comparative periods under the legacy standard, (iii) apply the new revenue standard to new and existing contracts and (iv) disclose the amount by which each financial statement line item was affected as a result of applying the new standard by bridging the difference between the new standard and legacy standard. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 2. Accounts Receivable, Net Accounts receivable, net balances at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Trade accounts receivable $ 139,730 $ 132,880 Unbilled revenue, at net realizable value 62,397 55,982 Total accounts receivable 202,127 188,862 Allowance for doubtful accounts (13,827 ) (13,508 ) Accounts receivable, net $ 188,300 $ 175,354 Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands): 2017 2016 2015 Balance at beginning of period $ (13,508 ) $ (12,659 ) $ (11,915 ) Provision for losses (5,529 ) (4,154 ) (5,804 ) Charge-offs, net of recoveries 5,210 3,305 5,060 Balance at end of period $ (13,827 ) $ (13,508 ) $ (12,659 ) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 3. Property and Equipment, Net Property and equipment, net at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Buildings and leasehold improvements $ 26,289 $ 19,841 Furniture and fixtures 25,835 23,893 Capitalized software 36,639 36,429 Equipment 13,615 11,751 Total property and equipment 102,378 91,914 Accumulated depreciation and amortization (76,297 ) (72,464 ) Property and equipment, net $ 26,081 $ 19,450 Depreciation expense for property and equipment was $5.3 million, $5.4 million and $5.7 million in 2017, 2016 and 2015, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Note A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2017 and 2016 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill December 31, 2015 $ 267,485 $ 178,534 $ 1,666 $ 447,685 Additions 3,845 35,954 — 39,799 December 31, 2016 $ 271,330 $ 214,488 $ 1,666 $ 487,484 Additions 35,531 5,409 — 40,940 December 31, 2017 $ 306,861 $ 219,897 $ 1,666 $ 528,424 We review goodwill at the reporting unit level at least annually, as of November 1, for impairment. We had five reporting units at November 1, 2017. No goodwill impairment was recognized as a result of the annual evaluation. The components of goodwill and other intangible assets, net at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Goodwill $ 528,424 $ 487,484 Intangibles : Client lists 177,221 172,343 Other intangibles 8,767 7,994 Total intangibles 185,988 180,337 Total goodwill and other intangibles assets 714,412 667,821 Accumulated amortization: Client lists (97,063 ) (80,560 ) Other intangibles (4,143 ) (2,860 ) Total accumulated amortization (101,206 ) (83,420 ) Goodwill and other intangible assets, net $ 613,206 $ 584,401 Amortization expense for client lists and other intangible assets was $17.8 million, $16.7 million and $14.7 million in 2017, 2016 and 2015, respectively. The weighted-average useful lives of total intangible assets, client lists and other intangible assets were 7.1 years, 7 years and 8.3 years, respectively. Other intangible assets are amortized over periods ranging from 2 to 12 years. Based on the amount of intangible assets subject to amortization at December 31, 2017, the estimated amortization expense is $17.1 million for 2018, $12.9 million for 2019, $11.6 million for 2020, $10.3 million for 2021 and $8.5 million for 2022. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | Note 5. Financial Instruments The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates. Concentrations of Credit Risk Financial instruments that may subject us to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with any one financial institution. Our client base consists of large numbers of geographically diverse customers dispersed throughout the United States; thus, concentration of credit risk with respect to accounts receivable is not significant. Bonds We held corporate and municipal bonds with net book value totaling $49.5 million and $42.4 million at December 31, 2017 and 2016, respectively. All bonds are investment grade and are classified as available-for-sale. Our bonds have maturity dates or callable dates ranging from January 2018 through December 2023, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on the intent and ability of us to sell these investments at any time under favorable conditions. The following table summarizes our bond activity for the years ended December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value at January 1 $ 44,573 $ 43,142 Purchases 15,546 11,355 Sales (940 ) (2,900 ) Maturities and calls (7,845 ) (6,878 ) Decrease in bond premium (160 ) (106 ) Fair market value adjustment (73 ) (40 ) Fair value at December 31 $ 51,101 $ 44,573 Interest Rate Swaps We do not purchase or hold any derivative instruments for trading or speculative purposes. We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility. Under these interest rate swap contracts, we receive cash flows from counterparties at variable rates based on the London Interbank Offered Rate (“LIBOR”) and pay the counterparties a fixed rate. To mitigate counterparty credit risk, we only enter into contracts with selected major financial institutions with investment grade ratings and continually assess their creditworthiness. There are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We had no fair value hedging instruments at December 31, 2017 or 2016. Our interest rate swaps are designated as cash flow hedges. Accordingly, the interest rate swaps are recorded as either an asset or liability in the accompanying Consolidated Balance Sheets at fair value. The mark-to-market gains or losses on the swaps are deferred and included as a component of AOCL, net of tax, to the extent the hedge is determined to be effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. The interest rate swaps are assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis. For the years ended December 31, 2017 and 2016, the interest rate swaps were deemed to be highly effective. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at December 31, 2017 and 2016 (in thousands). Refer to Note 6, Fair Value Measurements December 31, 2017 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swap $ 15,000 $ 76 Other current assets December 31, 2016 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 50,000 $ 525 Other non-current assets Interest rate swap $ 10,000 $ 4 Other current assets Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the agreement, and receive interest that varies with the one-month LIBOR. The notional value, fixed rate of interest and expiration date of each interest rate swap is (i) $15 million – 1.155% - November 2018, (ii) $25 million – 1.300% - October 2020, (iii) $10 million – 1.120% - February 2021 and (iv) $20 million – 1.770% - May 2022. During the second quarter of 2017, we entered into a 5-year interest rate swap with a notional value of $20 million, while during the fourth quarter of 2017, one interest rate swap expired with a notional value of $10 million. During the next twelve months, the amount of the December 31, 2017 AOCL balance that will be reclassified to earnings is expected to be immaterial. The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2017 and 2016 (in thousands): Gain recognized in AOCL, net of tax Loss reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2017 2016 2017 2016 Interest rate swap $ 379 $ 182 $ (132 ) $ (410 ) Interest expense |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6. Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurements and Disclosures” • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability • Level 3 — Unobservable inputs for the asset or liability We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As circumstances change, we will reassess the level in which the inputs are included in the fair value hierarchy. For the years ended December 31, 2017 and 2016, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes our assets and liabilities at December 31, 2017 and 2016 that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level December 31, 2017 December 31, 2016 Deferred compensation plan assets 1 $ 85,589 $ 69,912 Corporate and municipal bonds 1 $ 51,101 $ 44,573 Deferred compensation plan liabilities 1 $ (85,589 ) $ (69,912 ) Interest rate swap 2 $ 1,131 $ 529 Contingent purchase price liabilities 3 $ (37,574 ) $ (33,709 ) Contingent Purchase Price Liabilities Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability — current” and “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Fair value measurements characterized within Level 3 of the fair value hierarchy are measured based on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities are reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. During the years ended December 31, 2017 and 2016 we recorded other income of $1.5 million and $1.3 million, respectively, reflecting a decrease in the fair value of contingent purchase price liabilities related to prior acquisitions. These decreases are included in “Other Income, net” in the accompanying Consolidated Statements of Comprehensive Income. Refer to Note 18, Acquisitions The following table summarizes the change in fair value of our contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2017 and 2016 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2016 $ (24,817 ) Additions from business acquisitions (21,088 ) Settlement of contingent purchase price payable 11,202 Change in fair value of contingency 1,342 Change in net present value of contingency (348 ) Balance — December 31, 2016 $ (33,709 ) Additions from business acquisitions (19,291 ) Settlement of contingent purchase price payable 13,932 Change in fair value of contingency 2,128 Change in net present value of contingency (634 ) Balance — December 31, 2017 $ (37,574 ) The carrying amounts of our cash and cash equivalents, accounts, receivable and accounts payable approximate fair value because of the short maturity of these instruments, and the carrying value of bank debt approximates fair value as the interest rate on the bank debt is variable and approximates current market rates. As a result, the fair value measurement of our bank debt is considered to be Level 2. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes For financial reporting purposes, income from continuing operations before income taxes includes the following components (in thousands): 2017 2016 2015 United States $ 74,151 $ 66,848 $ 57,665 Foreign (Canada) 169 158 167 Total $ 74,320 $ 67,006 $ 57,832 Income tax expense (benefit) included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): 2017 2016 2015 Continuing operations : Current: Federal $ 21,086 $ 18,816 $ 18,079 Foreign 45 42 43 State and local 2,475 2,681 2,694 Total 23,606 21,539 20,816 Deferred: Federal (1,086 ) 4,148 1,060 State and local 768 712 953 Total (318 ) 4,860 2,013 Total income tax expense from continuing operations 23,288 26,399 22,829 Discontinued operations : Operations of discontinued operations: Current (418 ) (365 ) (1,263 ) Deferred (19 ) (10 ) 68 Total (437 ) (375 ) (1,195 ) Gain on disposal of discontinued operations: Current — — 427 Deferred — — (344 ) Total — — 83 Total income tax expense from discontinued operations (437 ) (375 ) (1,112 ) Total income tax expense $ 22,851 $ 26,024 $ 21,717 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): 2017 2016 2015 Tax at statutory rate (35%) $ 26,012 $ 23,452 $ 20,241 State taxes (net of federal benefit) 2,945 2,643 2,899 Business meals and entertainment — non-deductible 820 784 779 Reserves for uncertain tax positions (35 ) (87 ) (324 ) Share-based compensation (3,837 ) — — Impact of the Tax Cuts and Jobs Act of 2017 (2,487 ) — — Net change in state tax rate 95 (64 ) (1,046 ) Other, net (225 ) (329 ) 280 Provision for income taxes from continuing operations $ 23,288 $ 26,399 $ 22,829 Effective income tax rate 31.3 % 39.4 % 39.5 % ASU 2016-09 – Stock Compensation On January 1, 2017, we adopted ASU 2016-09 and recognized an excess tax benefit of $3.8 million (resulting from an increase in the fair value of an award from grant date to the vesting or exercise date, as applicable), as a reduction to “Income tax expense” in the accompanying Consolidated Statements of Comprehensive Income. Prior to ASU 2016-09, the income tax benefit of $1.1 million in 2016 and $0.9 million in 2015 from share-based compensation was recorded in “Additional paid-in-capital” in the accompanying Consolidated Balance Sheets. Refer to Note 1, Basis of Presentation and Significant Accounting Policies Tax Cuts and Jobs Act of 2017 (the “Tax Act”) On December 22, 2017, the Tax Act was signed into law, which permanently reduces the corporate income tax rate from 35% to 21% beginning in 2018. We recognized an income tax benefit of $2.5 million in 2017, due to the revaluation of our deferred tax liabilities. Our effective tax rate was 31.3% in 2017, compared to 39.4% in 2016. Collectively, ASU 2016-09 and the Tax Act reduced our 2017 effective tax rate by 8.5%. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016, were as follows (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,229 $ 884 Allowance for doubtful accounts 3,022 4,486 Employee benefits and compensation 21,155 29,166 Lease costs 3,611 2,772 State tax credit carryforwards 1,385 1,489 Other deferred tax assets 1,161 2,951 Total gross deferred tax assets 31,563 41,748 Less: valuation allowance (1,657 ) (1,314 ) Total deferred tax assets, net $ 29,906 $ 40,434 Deferred tax liabilities: Accrued interest $ 819 $ 2,494 Client list intangible assets 1,513 2,717 Goodwill and other intangibles 30,913 38,646 Other deferred tax liabilities - 122 Total gross deferred tax liabilities $ 33,245 $ 43,979 Net deferred tax liability $ (3,339 ) $ (3,545 ) We have established valuation allowances for deferred tax assets related to certain employee benefits and compensation, state net operating loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2017 and certain NOL carryforwards and state income tax credit carryforwards at December 31, 2016. The net increase in the valuation allowance of $ 0.3 In assessing the realization of deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning strategies. Based upon review of these items, management believes it is more-likely-than-not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances. We file income tax returns in the United States, Canada, and most state jurisdictions. In March 2016, the Internal Revenue Service completed its audit of our 2013 and 2014 federal income tax returns. We paid $0.5 million in settlement of this audit which had no impact on the 2016 income tax expense. With limited exceptions, our state and local income tax returns and non-U.S. income tax returns are no longer subject to tax authority examinations for years ending prior to January 1, 2013 and January 1, 2012, 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, 2017, we had state net operating loss carryforwards of $ 28 1.4 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2017 2016 2015 Balance at January 1 $ 4,090 $ 4,287 $ 4,591 Additions for tax positions of the current year 123 110 126 Settlements of prior year positions — (11 ) (94 ) Lapse of statutes of limitation (331 ) (296 ) (336 ) Balance at December 31 3,882 4,090 4,287 Included in the balance of unrecognized tax benefits at December 31, 2017 are $ 2.9 We recognize interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. During 2017, we accrued interest expense of $ 0.2 0.6 0.3 0.2 0.4 0.3 |
Debt and Financing Arrangements
Debt and Financing Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 8. Debt and Financing Arrangements At December 31, 2017, our primary financing arrangement was the $400 million credit facility which provides us with the capital necessary to meet our seasonal working capital needs as well as the flexibility to continue with our strategic initiatives, including acquisitions and share repurchases. A previous financing arrangement, the 4.875% 2010 Convertible Senior Subordinated Notes (the “2010 Notes”), matured on October 1, 2015 and were settled with funds available under the credit facility. Bank Debt We have a $400 million unsecured 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 $178.5 million and $191.4 million at December 31, 2017 and December 31, 2016, respectively. Rates for the years ended December 31, 2017 and 2016 were as follows (includes bank debt and interest rate swaps): 2017 2016 Weighted average rates 2.72% 2.43% Range of effective rates 2.19% - 4.75% 1.82% - 3.75% Availability We have approximately $175 million of available funds under the credit facility at December 31, 2017, based on the terms of the commitment. Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the credit facility, and are reduced by letters of credit, performance guarantees, other indebtedness and outstanding borrowings under the credit facility. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility. Debt Covenant Compliance The credit facility is subject to certain financial covenants that may limit our ability to borrow up to the total commitment amount. Covenants require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage ratio. We are in compliance with all covenants. The credit facility also places restrictions on our ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. According to the terms of the credit facility, we are not permitted to declare or make any dividend payments, other than dividend payments made by one of our wholly-owned subsidiaries to us. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated. Interest Expense For the years ended December 31, 2017, 2016 and 2015, we recognized interest expense as follows (in thousands): 2017 2016 2015 Credit facility (1) $ 6,675 $ 6,585 $ 4,320 2010 Notes (2) — — 4,559 2006 Notes (3) — 8 23 Balance at December 31 $ 6,675 $ 6,593 $ 8,902 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) The 2010 Notes matured on October 1, 2015 and were settled with funds available under the credit facility. We settled $48.4 million of the outstanding principal amount plus a premium conversion value over par value, based on a cash averaging period, for a total of $71.8 million. Prior to the October 1, 2015 maturity date, we early retired $49.3 million of the 2010 Notes, in two privately negotiated transactions during the second quarter of 2015, with shares of our common stock and cash consideration. (3) We redeemed the remaining 3.125% Convertible Senior Subordinated Notes (the “2006 Notes”) during the second quarter of 2016 under an optional early redemption provision. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 9. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Net unrealized loss on available-for-sale securities, net of income tax benefit of $157 and $129, respectively $ (236 ) $ (194 ) Net unrealized gain on interest rate swap, net of income tax expense of $419 and $196, respectively 712 333 Foreign currency translation (658 ) (643 ) Accumulated other comprehensive loss $ (182 ) $ (504 ) |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Lease Commitments | Note 10. Lease Commitments Operating Leases We lease certain of our office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2017 were as follows (in thousands): Year Ending December 31, Gross Operating Lease Commitments Sub-Leases Net Operating Lease Commitments 2018 $ 35,239 $ 283 $ 34,956 2019 31,459 234 31,225 2020 26,793 234 26,559 2021 21,451 - 21,451 2022 18,979 — 18,979 Thereafter 70,244 — 70,244 Total $ 204,165 $ 751 $ 203,414 Rent expense for continuing operations incurred under operating leases was $38.4 million, $37 million and $35.7 million for the years ended December 31, 2017, 2016 and 2015, 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, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Acquisitions The purchase price that we normally pay for businesses and client lists consists of two components: an up-front non-contingent portion, and a portion which is contingent upon the acquired businesses or client lists’ actual future performance. The fair value of the purchase price contingency related to businesses is recorded at the date of acquisition and re-measured each reporting period until the liability is settled. Shares of our common stock that are issued in connection with acquisitions may be contractually restricted from sale for periods up to one year. Acquisitions are further disclosed in Note 18, Acquisitions Indemnifications We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by us under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2017, we were not aware of any obligations arising under indemnification agreements that would require material payments, and therefore have not recorded a liability. Employment Agreements We maintain severance and employment agreements with a certain number of our executive officers, whereby such officers may be entitled to payment in the event of termination of their employment. We also have arrangements with certain non-executive employees which may include severance and other employment provisions. We accrue for amounts payable under these contracts and arrangements as triggering events occur and obligations become known. During the years ended December 31, 2017, 2016 and 2015, payments regarding such contracts and arrangements were not material. Letters of Credit and Guarantees We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits which totaled $2.3 million at December 31, 2017 and 2016. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.5 million and $2.3 million at December 31, 2017 and 2016, respectively. Legal Proceedings In 2010, CBIZ, Inc. and its subsidiary, CBIZ MHM, LLC (fka CBIZ Accounting, Tax & Advisory Services, LLC) (the “CBIZ Parties”), were named as defendants in lawsuits filed in the U.S. District Court for the District of Arizona and the Superior Court for Maricopa County, Arizona. The federal court case is captioned Robert Facciola, et al v. Greenberg Traurig LLP, et al, and the state court cases are captioned Victims Recovery, LLC v. Greenberg Traurig LLP, et al, Roger Ashkenazi, et al v. Greenberg Traurig LLP, et al, Mary Marsh, et al v. Greenberg Traurig LLP, et al; and ML Liquidating Trust v. Mayer Hoffman McCann, P.C. (“Mayer Hoffman”), et al. Prior to these suits CBIZ MHM, LLC was named as a defendant in Jeffrey C. Stone v. Greenberg Traurig LLP, et al. These lawsuits arose out of the bankruptcy of Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various other professional firms and individuals not related to the Company were also named defendants in these lawsuits. The lawsuits asserted claims for, among others things, violations of the Arizona Securities Act, common law fraud, and negligent misrepresentation, and sought to hold the CBIZ Parties vicariously liable for Mayer Hoffman’s conduct as Mortgage Ltd.’s auditor, as either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law. With the exception of claims being pursued by two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”), all other related matters have been dismissed or settled without payment by the CBIZ Parties. The Baldino Group’s claims, which allege damages of approximately $16 million, are currently stayed as to the CBIZ Parties and Mayer Hoffman, and no trial date has been set. On September 16, 2016, CBIZ, Inc. and its subsidiary CBIZ Benefits & Insurance Services, Inc. (“CBIZ Benefits”) were named as defendants in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania. The federal court case is brought by UPMC, d/b/a University of Pittsburgh Medical Center, and a health system it acquired, UPMC Altoona (formerly, Altoona Regional Health System). The lawsuit asserts professional negligence, breach of contract, and negligent misrepresentation claims against CBIZ, CBIZ Benefits and a former employee of CBIZ Benefits in connection with actuarial services provided by CBIZ Benefits to Altoona Regional Health System. The complaint seeks damages in an amount of no less than $142 million. We cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any. Although the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these cases. In addition to those items disclosed above, we are, from time to time, subject to claims and suits arising in the ordinary course of business. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | Note 12. Employee Benefits Employee Savings Plan We sponsor a qualified 401(k) defined contribution plan that covers substantially all of our employees. Participating employees may elect to contribute, on a tax-deferred basis, up to 80% of their pre-tax annual compensation (subject to a maximum permissible contribution under Section 401(k) of the Internal Revenue Code). Matching contributions by us are 50% of the first 6% of base compensation that the participant contributes, and additional amounts may be contributed at the discretion of the Board of Directors. Participants may elect to invest their contributions in various funds including: equity, fixed income, stable value, and balanced -lifecycle funds. Employer contributions (net of forfeitures) made to the plan during the years ended December 31, 2017, 2016 and 2015 were approximately $10.4 million, $9.6 million and $9 million, respectively. Non-qualified Deferred Compensation Plan We sponsor a non-qualified deferred compensation plan, under which certain members of management and other highly compensated employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage limitations. The amount of compensation deferred under the plan is credited to each participant’s deferral account and a non-qualified deferred compensation plan obligation is established by us. An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants. The assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets. Assets of the non-qualified deferred compensation plan consist primarily of investments in mutual funds, money market funds and equity securities. The values of these investments are based on published market prices at the end of the period. Adjustments to the fair value of these investments are recorded in “Other income, net,” offset by the same adjustments to compensation expense (recorded as “Operating expenses” or “G&A expenses” in the accompanying Consolidated Statements of Comprehensive Income). We recorded gains of $12.1 million and $5.3 million for the years ended December 31, 2017 and 2016, respectively, compared to a loss of $0.7 million for the year ended December 31, 2015 related to these investments. These investments are specifically designated as available to us solely for the purpose of paying benefits under the non-qualified deferred compensation plan. However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that we become insolvent. Deferred compensation plan obligations represent amounts due to plan participants and consist of accumulated participant deferrals and changes in fair value of investments thereon since the inception of the plan, net of withdrawals. This liability is an unsecured general obligation of ours and is recorded as “Deferred compensation plan obligations” in the accompanying Consolidated Balance Sheets. The assets and liabilities related to the non-qualified deferred compensation plan at December 31, 2017 and 2016 were $85.6 million and $69.9 million, respectively. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock | Note 13. Common Stock Share Repurchase Program Our Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2017, 2016 and 2015. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules. The Share Repurchase Program (the “Share Repurchase Program”) does not obligate us to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under our credit facility, (described in Note 8, Debt and Financing Arrangements Under the Share Repurchase Program, we repurchased 1.2 million and 0.8 million shares on the open market at a cost (including fees and commissions) of $18.3 million and $7.8 million in December 31, 2017 and 2016, respectively. Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.1 million shares at a cost of $1.4 million at December 31, 2017 and 2016. |
Employee Share Plans
Employee Share Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Share Plans | Note 14. Employee Share Plans Employee Stock Purchase Plan The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2020, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an employee pays for shares is 85% of the fair market value of our common stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there are no vesting or other restrictions on the stock purchased by employees under the ESPP. The total number of shares of common stock that can be purchased under the ESPP shall not exceed two million shares. Stock Awards We granted various share-based awards through the year ended December 31, 2017 under the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The terms and vesting schedules for the share-based awards vary by type and date of grant. A maximum of 9.6 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but unissued shares of our common stock or treasury shares. At December 31, 2017, approximately 6.4 million shares were available for future grant under the 2014 Plan. We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2017, 2016 and 2015 were $3.49, $2.40, $2.34, respectively. The following weighted average assumptions were utilized: 2017 2016 2015 Expected volatility (1) 22.22% 24.88 % 26.65 % Expected option life (years) (2) 4.61 4.62 4.64 Risk-free interest rate (3) 1.85% 1.12 % 1.32 % Expected dividend yield (4) 0 % 0 % 0 % (1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals. (2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest. (3) The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. During the years ended December 31, 2017, 2016 and 2015, we recognized compensation expense for these awards as follows (in thousands): 2017 2016 2015 Stock options $ 2,105 $ 2,253 $ 2,541 Restricted stock awards 3,600 3,472 3,188 Total share-based compensation expense before income tax benefit $ 5,705 $ 5,725 $ 5,729 Stock Options Stock options granted during the years ended December 31, 2017, 2016 and 2015 were generally subject to a 25% incremental vesting schedule over a four-year period commencing from the date of grant. Stock options expire six years from the date of grant and are awarded with an exercise price equal to the market value of our common stock on the date of grant. At the discretion of the Compensation Committee of the Board of Directors, options awarded under the 2014 Plan may vest in a time period shorter than four years. Under the 2014 Plan, stock options awarded to non-employee directors have generally been granted with immediate vesting. Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and nonqualified stock options. Stock option activity during the year ended December 31, 2017 was as follows (number of options in thousands): Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2016 4,376 $ 8.02 Granted 654 $ 15.54 Exercised (1,176 ) $ 6.81 Expired or canceled (10 ) $ 7.79 Outstanding at December 31, 2017 3,844 $ 9.67 3.15 years $ 22.3 Vested and exercisable at December 31, 2017 2,004 $ 7.85 2.20 years $ 15.2 • The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2017, 2016 and 2015 was $2.3 million, $1.6 million and $2.1 million, respectively. • The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2017, 2016 and 2015 was $9.4 million, $4.2 million and $4.6 million, respectively. The intrinsic value is calculated as the difference between our stock price on the exercise date and the exercise price of each option exercised. • At December 31, 2017, we had unrecognized compensation cost for non-vested stock options of $5.1 million to be recognized over a weighted average period of approximately 1.3 years. Restricted Stock Awards Under the 2014 Plan, certain employees and non-employee directors were granted restricted stock awards. Restricted stock awards are independent of option grants and are granted at no cost to the recipients. The awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock awards are entitled to the same dividend and voting rights as holders of other CBIZ common stock, subject to certain restrictions during the vesting period, and the awards are considered to be issued and outstanding from the date of grant. Shares granted under the 2014 Plan cannot be sold, pledged, transferred or assigned during the vesting period. Restricted stock award activity during the year ended December 31, 2017 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2016 827 $ 9.14 Granted 295 $ 14.90 Vested (395 ) $ 8.61 Forfeited (3 ) $ 8.36 Non-vested at December 31, 2017 724 $ 11.78 (1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients. • At December 31, 2017, we had unrecognized compensation cost for restricted stock awards of $8.5 million to be recognized over a weighted average period of approximately 1.16 years. • The total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015 was approximately $3.4 million, $3.3 million and $3.1 million, respectively. • The market value of shares awarded during the years ended December 31, 2017, 2016 and 2015 was $4.4 million, $3.2 million and $3.3 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, 2017 will be released from restrictions at dates ranging from February 2018 through May 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share from continuing operations for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2017 2016 2015 Numerator: Income from continuing operations $ 51,032 $ 40,607 $ 35,003 Denominator: Basic Weighted average common shares outstanding 53,862 52,321 50,280 Diluted Stock options (1) 1,499 870 876 Restricted stock awards 328 261 277 Contingent shares (2) - 61 29 Convertible senior subordinated notes (3) — — 1,231 Diluted weighted average common shares outstanding 55,689 53,513 52,693 Earnings Per Share: Basic earnings per share from continuing operations $ 0.95 $ 0.78 $ 0.70 Diluted earnings per share from continuing operations $ 0.92 $ 0.76 $ 0.66 (1) For the years ended December 31, 2017, 2016 and 2015, a total of 0.5 million, 0.8 million and 1.5 million stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. For further details, refer to Note 18, Acquisitions (3) The 2010 Notes were retired on October 1, 2015 with the amounts available under the credit facility. The dilutive impact of potential shares to be issued related to the 2010 Notes was based on the average share price of $9.62 in 2015, which exceeded the conversion price of $7.41. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Note 16. Supplemental Cash Flow Disclosures Cash paid for interest and income taxes during the years ended December 31, 2017, 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Interest $ 6,117 $ 6,019 $ 7,986 Income taxes $ 25,085 $ 19,314 $ 23,558 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 17. Related Parties The following is a summary of certain agreements and transactions between or among us and certain related parties. Management reviews these transactions as they occur and monitors them for compliance with our Code of Conduct, internal procedures and applicable legal requirements. The Audit Committee reviews and ratifies such transactions annually, or as they are more frequently brought to the attention of the Audit Committee by our Director of Internal Audit, General Counsel or other members of Management. A number of the businesses acquired by us are located in properties owned indirectly by and leased from persons employed by us, none of whom are members of our senior management. In the aggregate, we paid approximately $3.3 million, $3.2 million and $2.7 million during the years ended December 31, 2017, 2016 and 2015, respectively, under such leases. Rick L. Burdick, a lead director of CBIZ, is a partner of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump performed legal work for us during the years ended December 31, 2017, 2016 and 2015 for which we paid approximately $0.2 million, $0.1 million and $0.2 million, respectively. We maintain joint-referral relationships and administrative service agreements with independent licensed CPA firms under which we provide administrative services in exchange for a fee. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $156.4 million in 2017, $144.8 million in 2016 and $137.5 million in 2015. These firms are owned by licensed CPAs who are employed by our subsidiaries and provide audit and attest services to clients including our clients. The CPA firms with which we maintain administrative service agreements operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate legal entities with separate governing bodies and officers. We have no ownership interest in any of these CPA firms, and neither the existence of the administrative service agreements nor the providing of services thereunder is intended to constitute control of the CPA firms by us. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of its respective services, and we do not believe that our arrangements with these CPA firms result in additional risk of loss. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 18. Acquisitions 2017 During the year ended December 31, 2017, we acquired substantially all of the assets of four businesses; Pacific Coastal Pension and Insurance Services, Inc. (“Pacific Coastal”), CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and the non-attest business of McKay & Carnahan, Inc. (“McKay”). Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $20.3 million. We are required to record the fair value of this obligation at the acquisition date which was determined to be $19.3 million, of which $6.3 million was recorded in “Contingent purchase price liability — current” and $13 million was recorded in “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2017. Refer to Note 6, Fair Value Measurements First Quarter 2017 - The acquisition of Pacific Coastal, located in Morgan Hill, California, was effective February 1, 2017. Pacific Coastal provides defined contribution third party administrative and consulting services. Operating results are reported in the Benefits and Insurance practice group. Second Quarter 2017 - The acquisition of CMF, located in Philadelphia, Pennsylvania, was effective June 1, 2017. CMF provides various financial consulting, executive search and deal origination services. Operating results for CMF are reported in the Financial Services practice group. The acquisition of Slaton, located in West Palm Beach, Florida, was effective June 1, 2017. Slaton is a full service insurance brokerage firm offering clients a complete line of services including commercial lines, risk management and employee benefits. Operating results are reported in the Benefits and Insurance practice group. Fourth Quarter 2017 - The acquisition of McKay, located in Newport Beach, California, was effective December 1, 2017. McKay is a full service accounting, tax, compliance and financial consulting firm. Operating results are reported in the Financial Services practice group. Annualized revenue for these acquisitions is estimated to be approximately $25.7 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” 2016 During the year ended December 31, 2016, we acquired substantially all of the assets of six businesses; the non-attest business of Millimaki Eggert, L.L.P. (“Millimaki”), The Savitz Organization (“Savitz”), Flex-Pay Business Services, Inc. (Flex-Pay”), Ed Jacobs & Associates, Inc. (“Ed Jacobs”), Actuarial Consultants, Inc. (“ACI”) and the non-attest business of the Seff Group, P.C. (“Seff”). Aggregate consideration for such acquisitions was approximately $40 million in cash, $2.1 million in our common stock, and $21.1 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $23.5 million. We determined that the fair value of the contingent consideration arrangement was $21.1 million, of which $6.6 million was recorded in “Contingent purchase price liability — current” and $14.5 million was recorded in “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2016. First Quarter 2016 - The acquisition of Millimaki, located in San Diego, California, was effective January 1, 2016. Millimaki provides professional tax, accounting, and financial services, with a specialty niche practice in the real estate sector, to closely held businesses, their owners, and mid-to-high net worth individuals. Operating results are reported in the Financial Services practice group. Second Quarter 2016 - The acquisition of Savitz, headquartered in Philadelphia, Pennsylvania, with offices in Atlanta, Georgia, and Newton, Massachusetts, was effective April 1, 2016. Savitz is an employee retirement and health and welfare benefits firm that provides actuarial, consulting and administration outsourcing services. The acquisition of Flex-Pay, located in Winston-Salem, North Carolina, was effective June 1, 2016. Flex-Pay provides payroll processing, Affordable Care Act fulfillment, and human resource solutions to more than 3,600 clients primarily in the Southeast. Operating results for both Savitz and Flex-Pay are reported in the Benefit and Insurance Services practice group. Third Quarter 2016 - The acquisition of Ed Jacobs, an employee benefits consulting business located in Cleveland, Tennessee, was effective July 1, 2016. Operating results are reported in the Benefit and Insurance Services practice group. Fourth Quarter 2016 - The acquisition of ACI, based in Torrance, California, was effective November 1, 2016. ACI provides design, consultation and administration of 401(k) plans, profit-sharing plans, nonqualified plan administration and traditional defined benefit plans. Operating results are reported in the Benefit and Insurance Services practice group. The acquisition of Seff, a full service accounting, tax, compliance and financial consulting firm located in Denver, Colorado, was effective November 1, 2016. Operating results attributable to Seff are reported in the Financial Services practice group. Annualized revenue for these acquisitions is estimated to be approximately $41.2 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” 2015 During the year ended December 31, 2015, we acquired substantially all of the assets of three businesses; Model Consulting, Inc. (“Model”), Pension Resource Group, Inc. (“PRG”) and Cottonwood Group, Inc. (“Cottonwood”). Aggregate consideration for these acquisitions consisted of approximately $10.5 million in cash, $1.4 million in our common stock, and $8.5 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $8.7 million. We determined that the fair value of the contingent consideration arrangement was $8.5 million, of which $2.9 million was recorded in “Contingent purchase price liability — current” and $5.6 million was recorded in “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2015. First Quarter 2015 - The acquisition of Model, located in Trevose, Pennsylvania, was effective March 1, 2015. Model provides employee benefit consulting services to mid-sized companies in the Philadelphia and Southern New Jersey markets. Operating results are reported in the Benefit and Insurance Services practice group. Fourth Quarter 2015 - The acquisition of PRG, located in Woodstock, Georgia, was effective October 1, 2015. PRG provides pension administration solutions including defined benefit administration, data warehousing, benefit communication, compensation statement and human capital services to clients ranging in size from 500 to over 60,000 participants. The acquisition of Cottonwood, located in Overland Park, Kansas, was effective December 1, 2015. Cottonwood provides pension plan consulting, actuarial and investment services for institutional pension plans, retirement funds, endowment funds and foundations. Operating results for both PRG and Cottonwood are reported in the Benefits and Insurance Services practice group. Annualized revenue for these acquisitions is estimated to be approximately $12.1 million. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from continuing operations before income taxes.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Cash $ 843 $ 10 — Accounts receivable, net 4,338 6,649 1,501 Funds held for clients — 37,230 — Property and equipment 48 440 — Other assets 221 294 52 Identifiable intangible assets 4,229 22,177 7,037 Accounts payable (1,283 ) — (62 ) Accrued liabilities (3,503 ) (1,133 ) (1,552 ) Client fund obligations — (37,230 ) — Total identifiable net assets $ 4,893 $ 28,437 $ 6,976 Goodwill 40,587 34,803 13,471 Aggregate purchase price $ 45,480 $ 63,240 $ 20,447 The goodwill of $40.6 million, $34.8 million and $13.5 million arising from the acquisitions in 2017, 2016 and 2015, respectively, consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with our Financial Services group and the Benefit and Insurance Services group, to help strengthen our existing service offerings and expand our market position. All of the goodwill is deductible for income tax purposes for 2017, 2016 and 2015. Client Lists In 2017, we purchased two client lists, one of which is recorded in the Financial Services practice group and one of which is reported in the Benefit and Insurance Services practice group. Total consideration for these client lists was less than $0.1 million in cash paid at closing and an additional $1.4 million which is contingent upon future financial performance of the client list. We purchased seven client lists in 2016, one of which is recorded in the Financial Services practice group and six of which are reported in the Benefit and Insurance Services practice group. Total consideration for these client lists was $1.2 million cash paid at closing and an additional $1.2 million in guaranteed future consideration, and $1.5 million which is contingent upon future financial performance of the client list. We purchased six client lists in 2015, all of which are reported in the Benefit and Insurance Services practice group. Total consideration for these client lists was $2.8 million cash paid at closing and an additional $0.8 million in guaranteed future consideration, and $0.1 million which is contingent upon future financial performance of the client list. Contingent Earnouts for Previous Acquisitions Under the terms of the acquisition agreements, we pay cash consideration and issue shares of our common stock as contingent earnout for previous acquisitions. In 2017, 2016 and 2015, we paid cash of $9.8 million, $7.1 million and $12 million, respectively, and issued shares of our common stock of approximately 0.3 million shares, 0.4 million shares and 0.3 million shares, respectively. Change in Contingent Purchase Price Liability for Previous Acquisitions In accordance with FASB ASC Topic 805, “Business Combinations”, Fair Value Measurements |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Note 19. Discontinued Operations and Divestitures We divest (through sale or closure) business operations that do not contribute to our long-term objectives for growth, or that are not complementary to our target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria as provided in FASB ASC Topic 205 “Presentation of Financial Statements — Discontinued Operations.” Summarized financial information for discontinued operations is shown below (in thousands): 2017 2016 2015 Revenue $ — $ — $ 6,248 Loss from operations of discontinued operations before income tax expense $ (1,092 ) $ (917 ) $ (3,518 ) Income tax benefit (437 ) (375 ) (1,195 ) Loss from operations of discontinued operations, net of tax $ (655 ) $ (542 ) $ (2,323 ) Gain on disposal of discontinued operations, before income tax expense $ — $ — $ 1,510 Income tax expense — — 83 Gain on disposal of discontinued operations, net of tax $ — $ — $ 1,427 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share amounts). 2017 March 31, June 30, September 30, December 31, Revenue $ 241,459 $ 211,016 $ 207,723 $ 195,142 Operating expenses 192,766 188,120 184,723 189,975 Gross margin 48,693 22,896 23,000 5,167 Corporate general and administrative expenses 8,768 9,232 7,979 7,316 Operating income (loss) 39,925 13,664 15,021 (2,149 ) Other income: Interest expense (1,517 ) (1,692 ) (1,777 ) (1,689 ) Gain on sale of operations, net 22 23 - - Other income, net 2,737 3,764 2,792 5,196 Total other income, net 1,242 2,095 1,015 3,507 Income from continuing operations before income tax expense 41,167 15,759 16,036 1,358 Income tax expense (benefit) 16,141 4,343 6,172 (3,368 ) Income from continuing operations 25,026 11,416 9,864 4,726 (Loss) gain from operations of discontinued operations, net of tax (152 ) (418 ) (206 ) 121 Net income $ 24,874 $ 10,998 $ 9,658 $ 4,847 Earnings (loss) per share: Basic: Continuing operations $ 0.47 $ 0.21 $ 0.18 $ 0.09 Discontinued operations — (0.01 ) — — Net income $ 0.47 $ 0.20 $ 0.18 $ 0.09 Diluted: Continuing operations $ 0.45 $ 0.20 $ 0.18 $ 0.08 Discontinued operations — (0.01 ) — — Net income $ 0.45 $ 0.19 $ 0.18 $ 0.08 Basic weighted average common shares 53,293 53,968 54,142 54,034 Diluted weighted average common shares 55,214 55,831 55,827 55,822 2016 March 31, June 30, September 30, December 31, Revenue $ 224,238 $ 197,015 $ 199,794 $ 178,785 Operating expenses 178,117 173,996 174,069 171,544 Gross margin 46,121 23,019 25,725 7,241 Corporate general and administrative expenses 10,245 8,346 8,679 9,049 Operating income (loss) 35,876 14,673 17,046 (1,808 ) Other income (expense): Interest expense (1,526 ) (1,733 ) (1,760 ) (1,574 ) Gain on sale of operations, net 101 50 329 375 Other income, net 2,147 703 2,632 1,475 Total other income (expense), net 722 (980 ) 1,201 276 Income (loss) from continuing operations before income tax expense (benefit) 36,598 13,693 18,247 (1,532 ) Income tax expense (benefit) 14,800 5,306 7,260 (967 ) Income (loss) from continuing operations 21,798 8,387 10,987 (565 ) Loss from operations of discontinued operations, net of tax (30 ) (258 ) (133 ) (121 ) Net income (loss) $ 21,768 $ 8,129 $ 10,854 $ (686 ) Earnings (loss) per share: Basic: Continuing operations $ 0.42 $ 0.16 $ 0.21 $ (0.01 ) Discontinued operations — — — — Net income (loss) $ 0.42 $ 0.16 $ 0.21 $ (0.01 ) Diluted: Continuing operations $ 0.41 $ 0.16 $ 0.20 $ (0.01 ) Discontinued operations — — — — Net income (loss) $ 0.41 $ 0.16 $ 0.20 $ (0.01 ) Basic weighted average common shares 51,572 52,031 52,648 53,019 Diluted weighted average common shares 52,745 53,079 53,846 53,019 |
Segment Disclosures
Segment Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 21. Segment Disclosures Our business units have been aggregated into three practice groups: (i) Financial Services, (ii) Benefits and Insurance Services and (iii) National Practices, based on the following factors: similarity of the products and services provided to clients, similarity of the regulatory environment and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices • Accounting and Tax • Group Health Benefits Consulting • Managed Networking and Hardware Services • Government Healthcare Consulting • Financial Advisory • Payroll • Property & Casualty • Healthcare Consulting • Valuation • Retirement Plan Services • Risk & Advisory Services Corporate and Other Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of certain healthcare costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, share-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on operating income excluding those costs listed above, which are reported in the “Corporate and Other” segment. We operate in the United States and Canada and revenue generated from such operations during the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 853,802 $ 798,420 $ 748,971 Canada 1,538 1,412 1,451 Total revenue $ 855,340 $ 799,832 $ 750,422 There is no one customer that represents a significant portion of our revenue. Segment information for the years ended December 31, 2017, 2016 and 2015 is presented below (in thousands). We do not manage our assets on a segment basis, therefore segment assets are not presented below. For the Year Ended December 31, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 540,315 $ 283,909 $ 31,116 $ — $ 855,340 Operating expenses 468,089 236,317 28,382 22,796 755,584 Gross margin 72,226 47,592 2,734 (22,796 ) 99,756 Corporate general and administrative expenses — — — 33,295 33,295 Operating income (loss) 72,226 47,592 2,734 (56,091 ) 66,461 Other income (expense): Interest expense — (36 ) — (6,639 ) (6,675 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 158 442 (8 ) 13,897 14,489 Total other income (expense) 158 406 (8 ) 7,303 7,859 Income (loss) from continuing operations before income tax expense $ 72,384 $ 47,998 $ 2,726 $ (48,788 ) $ 74,320 For the Year Ended December 31, 2016 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 501,307 $ 267,606 $ 30,919 $ — $ 799,832 Operating expenses 432,254 223,487 27,697 14,288 697,726 Gross margin 69,053 44,119 3,222 (14,288 ) 102,106 Corporate general and administrative expenses — — — 36,319 36,319 Operating income (loss) 69,053 44,119 3,222 (50,607 ) 65,787 Other income (expense): Interest expense — (39 ) — (6,554 ) (6,593 ) Gain on sale of operations, net — — — 855 855 Other income, net 209 367 3 6,378 6,957 Total other income 209 328 3 679 1,219 Income (loss) from continuing operations before income tax expense $ 69,262 $ 44,447 $ 3,225 $ (49,928 ) $ 67,006 For the Year Ended December 31, 2015 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 476,396 $ 244,493 $ 29,533 $ — $ 750,422 Operating expenses (1) 411,325 202,138 26,417 12,511 652,391 Gross margin 65,071 42,355 3,116 (12,511 ) 98,031 Corporate general and administrative expenses (1) — — — 32,527 32,527 Operating income (loss) 65,071 42,355 3,116 (45,038 ) 65,504 Other income (expense): Interest expense — (35 ) — (8,867 ) (8,902 ) Gain on sale of operations, net — — — 84 84 Other (expense) income, net (1) (147 ) 467 4 822 1,146 Total other (expense) income (147 ) 432 4 (7,961 ) (7,672 ) Income (loss) from continuing operations before income tax expense $ 64,924 $ 42,787 $ 3,120 $ (52,999 ) $ 57,832 (1) “Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of $0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events Subsequent to December 31, 2017 up to the date of this filing, we repurchased approximately 25 thousand shares in the open market at a total cost of approximately $0.4 million under our current Rule 10b5-1 trading plan, which allows us to repurchase shares below a predetermined price per share. On February 8, 2018, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past fourteen years. It is effective beginning April 1, 2018, to which the amount of shares to be purchased will be reset to 5 million, and expires one year from the respective effective date. This authorization allows us to purchase shares of our common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. Privately negotiated transactions may include purchases from our employees, Officers and Directors, in accordance with SEC rules. Rule 10b5-1 trading plans allow for repurchases during periods when we would not normally be active in the trading market due to regulatory restrictions. The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time. At December 31, 2017, the current program had approximately 3.8 million remaining shares of our common stock that may yet still be purchased through the March 31, 2018 expiration date. Effective February 1, 2018, we acquired Laurus Transaction Advisors, L.L.C. (“Laurus”). Located in Denver, Colorado,Laurus provides buy-side and sell-side financial and accounting due diligence services for merger and acquisition transactions to private equity groups as well as public and private companies. Laurus recorded $5.6 million in revenue in 2017, and will be integrated into our current Transaction Advisory Services group. |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 21, Segment Disclosures , to the accompanying consolidated financial statements. |
Basis of Presentation | Basis of Presentation: The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us” or “our”), after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). We have determined that our relationship with certain Certified Public Accounting (“CPA”) firms with whom we maintain 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 our consolidated financial condition, results of operations or cash flows. Fees earned by us under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated Statements of Comprehensive Income and were approximately $156.4 million, $144.8 million and $137.5 million for the years ended December 31, 2017, 2016 and 2015, respectively, the majority of which was related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis. Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks. |
Use of Estimates | Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results may differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and investments with an original maturity of three months or less when purchased. |
Restricted Cash | Restricted Cash: Restricted cash consists of funds held by us in relation to our capital and investment advisory services as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Restricted cash also consists of funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier with the related liability for these funds recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable, less allowances for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment based on a combination of factors. When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we analyze historical experience, client credit-worthiness, the age of the trade receivable balances, current economic conditions that may affect a client’s ability to pay and an evaluation of current and projected economic trends and conditions at the time of the balance sheet date. At December 31, 2017 and 2016, the allowance for doubtful accounts was $13.8 million and $13.5 million, respectively, in the accompanying Consolidated Balance Sheets. |
Funds Held for Clients and Client Fund Obligations | Funds Held for Clients and Client Fund Obligations: Services provided by our payroll operations include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well as other similar service offerings, we collect funds from our clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds. Funds held for clients are reported in current assets and client fund obligations are reported in current liabilities in the accompanying Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments. Funds held for clients include cash, overnight investments and corporate and municipal bonds (refer to Note 5, Financial Instruments |
Property and Equipment | Property and Equipment: Property and equipment is recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years Leasehold improvements are amortized using the straight-line method over the lesser of their estimated useful lives or the remaining respective lease term. The cost of software purchased or developed for internal use is capitalized and amortized using the straight-line method over an estimated useful life not to exceed seven years. Capitalized software is classified as property and equipment, net in the accompanying Consolidated Balance Sheets. |
Goodwill | Goodwill: A significant portion of our assets is goodwill as a result of current and past acquisitions. At December 31, 2017, the carrying value of goodwill totaled $528.4 million, compared to total assets of $1.2 billion and total shareholders’ equity of $530.9 million. We utilize the acquisition method of accounting for all business combinations. Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. In accordance with GAAP, goodwill is not amortized, but rather is tested for impairment annually, or between annual tests if an event occurs or circumstances change that would more likely than not (defined as a likelihood of more than 50%) reduce the fair value of a reporting unit below its carrying value. We applied the principles as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill and Other” . ignificant change in the operations of the five reporting units since the most recent quantitative assessment, as a result, it was concluded that it was more likely than not that the fair value of each of our reporting units was greater than its carrying value, |
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. |
Income Taxes | Income Taxes: Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method. A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. 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. |
Share-Based Awards | Share-Based Awards: The measurement of share-based compensation expense is based on the grant date fair value of the share-based awards made to employees and non-employee directors which is recognized over the required vesting period which is generally up to four years. The fair value of stock options is determined using the Black-Sholes-Merton option pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield. Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as “Operating expenses” or “Corporate general and administrative expenses” (“G&A expenses”), depending on where the respective individual’s compensation is recorded. For additional discussion regarding share-based awards, refer to Note 14, Employee Share Plans |
Derivative Instruments | Derivative Instruments: We account for derivative instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” , which requires all derivative instruments to be recognized in the financial statements and measured at fair value, regardless of the purpose or intent for holding them. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged. We utilize derivative instruments to manage interest rate risk associated with our floating-rate debt under the $400 million unsecured credit facility (as amended the “credit facility”). Interest rate swap contracts mitigate the risk associated with the underlying hedged item. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense. For further discussion regarding derivative financial instruments, refer to Note 5, Financial Instruments |
Contingent Purchase Price Liabilities | Contingent Purchase Price Liabilities Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are recorded in “Contingent purchase price liability — current” and “Contingent purchase price liability — non-current” in the accompanying Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities are reassessed on a quarterly basis based on assumptions provided by practice group leaders and business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. Refer to Note 6, Fair Value Measurements Acquisitions |
Revenue Recognition | Revenue Recognition: Revenue is recognized and earned when all of the following criteria are satisfied: (i) a sales arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the fee to the client is fixed or determinable; and (iv) 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. We typically do not have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of services provided, the deliverables, and the complexity of the engagement. We offer a vast array of products and business services to our clients delivered through our 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 our clients for traditional accounting services, tax return preparation, consulting services, compliance projects, services pursuant to administrative service agreements (described under “Basis of Presentation”), and valuation services including fairness opinions, capital assets, litigation support, purchase price allocations and derivative valuations. Clients are billed for these services based upon a fixed fee, a time and expense model or an outcome-based fee. Revenue recognition as it pertains to each of these arrangements is as follows: • Fixed fee arrangements • Time and expense arrangements • Outcome-based arrangements • Administrative service agreement revenue Benefits and Insurance 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 Contingent revenue arrangements related to commissions are based upon certain performance targets recognized at the earlier of written notification that the target has been achieved or cash collection. • Fee income Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is typically when market valuation information is available. • Payroll National Practices — Business units comprising the National Practices group offer a variety of services which are described below: • Technology consulting • Healthcare consulting |
Operating Expenses | Operating Expenses: Operating expenses represent costs of service and other costs incurred to operate our business units and are primarily comprised of personnel costs and occupancy related expenses. • Personnel costs include (i) salaries and benefits; (ii) commissions paid to producers; (iii) incentive compensation; and (iv) share-based compensation. Incentive compensation costs and share-based compensation are estimated and accrued. The final determination of incentive compensation is made after year-end results are completed. Total personnel costs were $596.4 million, $544.8 million and $502.8 million for the years ended December 31, 2017, 2016 and 2015, 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 $46.3 million, $45.7 million and $41.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Operating Leases | Operating Leases: We lease most of our office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as “Other non-current liabilities.” We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term. |
New Accounting Pronouncements | New Accounting Pronouncements The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (“ASU”) to communicate changes to the FASB codification. We assess and review the impact of all ASU's. ASU's not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2017 Subsequent Measurement of Goodwill: In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which eliminates the requirement to calculate the implied fair value of goodwill (step two) to measure a goodwill impairment charge. Instead, goodwill impairment will be based upon the results of step one of the impairment test, which is defined as the excess of the carrying amount of a reporting unit over its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. The adoption ASU 2017-04 had no impact on our consolidated financial statements. Share-Based Compensation: In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which requires the tax effects related to share-based payments to be recorded through the income statement and simplifies the accounting requirements for forfeitures and employers' tax withholding requirements. We elected prospective treatment in regards to ASU 2016-09 beginning January 1, 2017. The adoption of ASU 2016-09 resulted in an increase of approximately 0.5 million diluted shares and a realized tax benefit of approximately $3.8 million in 2017. This tax benefit, which would have previously been recorded in additional paid-in capital in our Consolidated Balance Sheets, is now recorded directly to income tax expense in our Consolidated Statements of Comprehensive Income. We elected to classify excess tax benefits as an operating activity in the Consolidated Statements of Cash Flows instead of as a financing activity on a prospective basis and did not retrospectively adjust prior periods, as permitted. We also elected to continue our current policy of estimating forfeitures of share-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures. Going forward, we anticipate moderate volatility in our effective tax rate related to our share-based compensation incentives which will be recorded directly into our results of operations. Accounting Standards Not Yet Adopted Derivatives and Hedging: In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The new standard simplifies hedge accounting through changes to both designation and measurement requirements. For hedges that qualify as highly effective, the new standard eliminates the requirement to separately measure and record hedge ineffectiveness resulting in better alignment between the presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. We do not expect this new guidance to have a material impact on our consolidated financial statements. Modification Accounting for Share-Based Payment Awards: In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting” (“ASU 2017-09”), clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. This new accounting standard requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for us on a prospective basis beginning on January 1, 2018, with early adoption permitted. We typically do not change either the terms or conditions of share-based payment awards once they are granted, therefore; this new guidance is not expected to have a material impact on our consolidated financial statements. Restricted Cash - Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230)” (“ASU 2016-18”), which applies to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows. This new accounting standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and the amounts generally described as restricted cash or restricted cash equivalents when reconciling beginning-of-period and end-of-period total amounts show on the statement of cash flows. ASU 2016-18 also requires the disclosure of information about the nature of the restriction. ASU 2016-18 is effective retrospectively for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. We disclose annually in Note 1 to our Annual Report on Form 10-K, Basis of Presentation and Significant Accounting Policies , the nature of restrictions, therefore we only expect this new guidance to have a presentation impact on our Consolidated States of Cash Flows. Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which clarifies how certain cash receipts and payments are to be presented in the statement of cash flows. This new guidance will be effective for us beginning on January 1, 2018, with early adoption permitted, and is not expected to have a material impact on our consolidated financial statements. Leases: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes Topic 840, “Leases.” This new accounting standard is intended to increase transparency and comparability among organizations relating to leases and will require enhanced disclosures about our leasing arrangements. Under the new guidance, lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The FASB retained a dual model for lease classification, requiring leases to be classified as either operating or finance leases to determine recognition in the income statement and statements of cash flows; however, substantially all leases will be required to be recognized on the balance sheet. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for us beginning on January 1, 2019, with early adoption permitted. The new standard requires a “modified retrospective” adoption, meaning the standard is applied to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We will adopt the standard on January 1, 2019 and apply the package of practical expedients available to us upon adoption. We are currently assessing the impact of this new guidance on our consolidated financial statements. As outlined in Note 10, Lease Commitments Revenue from Contracts with Customers: In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). This new accounting standard provides a comprehensive revenue recognition model for all contracts with customers and supersedes current revenue recognition guidance. The underlying principle is that an entity will recognize revenue commensurate with the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March, April and May 2016, the FASB issued additional ASUs clarifying certain aspects of ASU 2014-09. The core principle of ASU 2014-09 was not changed by the additional guidance. In the fourth quarter of 2017, we substantially completed our evaluation of the new standard. Based on our evaluation, revenue recognition is consistent under both the legacy standard and the new standard for the majority of our revenue streams, with the exception of two business units within our Benefits and Insurance Services practice group. The revenue recognition policies, business processes, systems and internal controls in our Benefits and Insurance Services practice group have been modified under the new standard. Effective January 1, 2018, w e will apply the modified retrospective transition method with a cumulative effect adjustment directly to the opening balance of “Retained earnings” in our Consolidated Balance Sheets. The net adjustment is expected to be an increase to retained earnings within a range of $1.5 million to $2 million primarily due to the acceleration of revenue in our property and casualty business unit, slightly offset by deferred revenue in our retirement plan services business unit. • Property & Casualty business unit • Property & Casualty business unit Since the majority of our property and casualty arrangements involve contracts that are annual in term, on a year over year basis we do not believe there will be a significant change to the amount of revenue recognized in an annual period, but we believe there will be quarterly fluctuations going forward based on the seasonal nature and timing of policy renewals. • Retirement Plan Services business unit In the quarterly reporting periods of 2018, under the modified retrospective method of adoption, we will (i) recognize a cumulative effect adjustment to the opening balance of retained earnings, (ii) present comparative periods under the legacy standard, (iii) apply the new revenue standard to new and existing contracts and (iv) disclose the amount by which each financial statement line item was affected as a result of applying the new standard by bridging the difference between the new standard and legacy standard. |
Basis of Presentation and Sig31
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Estimated Useful Lives Property and Equipment | Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives: Buildings 25 to 40 years Furniture and fixtures 5 to 10 years Capitalized software 2 to 7 years Equipment 3 to 7 years |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net balances at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Trade accounts receivable $ 139,730 $ 132,880 Unbilled revenue, at net realizable value 62,397 55,982 Total accounts receivable 202,127 188,862 Allowance for doubtful accounts (13,827 ) (13,508 ) Accounts receivable, net $ 188,300 $ 175,354 |
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): 2017 2016 2015 Balance at beginning of period $ (13,508 ) $ (12,659 ) $ (11,915 ) Provision for losses (5,529 ) (4,154 ) (5,804 ) Charge-offs, net of recoveries 5,210 3,305 5,060 Balance at end of period $ (13,827 ) $ (13,508 ) $ (12,659 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Buildings and leasehold improvements $ 26,289 $ 19,841 Furniture and fixtures 25,835 23,893 Capitalized software 36,639 36,429 Equipment 13,615 11,751 Total property and equipment 102,378 91,914 Accumulated depreciation and amortization (76,297 ) (72,464 ) Property and equipment, net $ 26,081 $ 19,450 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill by Operating Segment | A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2017 and 2016 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill December 31, 2015 $ 267,485 $ 178,534 $ 1,666 $ 447,685 Additions 3,845 35,954 — 39,799 December 31, 2016 $ 271,330 $ 214,488 $ 1,666 $ 487,484 Additions 35,531 5,409 — 40,940 December 31, 2017 $ 306,861 $ 219,897 $ 1,666 $ 528,424 |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Goodwill $ 528,424 $ 487,484 Intangibles : Client lists 177,221 172,343 Other intangibles 8,767 7,994 Total intangibles 185,988 180,337 Total goodwill and other intangibles assets 714,412 667,821 Accumulated amortization: Client lists (97,063 ) (80,560 ) Other intangibles (4,143 ) (2,860 ) Total accumulated amortization (101,206 ) (83,420 ) Goodwill and other intangible assets, net $ 613,206 $ 584,401 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes our bond activity for the years ended December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value at January 1 $ 44,573 $ 43,142 Purchases 15,546 11,355 Sales (940 ) (2,900 ) Maturities and calls (7,845 ) (6,878 ) Decrease in bond premium (160 ) (106 ) Fair market value adjustment (73 ) (40 ) Fair value at December 31 $ 51,101 $ 44,573 |
Summary of Outstanding Interest Rate Swaps | The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at December 31, 2017 and 2016 (in thousands). Refer to Note 6, Fair Value Measurements December 31, 2017 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swap $ 15,000 $ 76 Other current assets December 31, 2016 Notional Amount Fair Value Balance Sheet Location Interest rate swaps $ 50,000 $ 525 Other non-current assets Interest rate swap $ 10,000 $ 4 Other current assets |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2017 and 2016 (in thousands): Gain recognized in AOCL, net of tax Loss reclassified from AOCL into expense Twelve Months Ended December 31, Twelve Months Ended December 31, Location 2017 2016 2017 2016 Interest rate swap $ 379 $ 182 $ (132 ) $ (410 ) Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes our assets and liabilities at December 31, 2017 and 2016 that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level December 31, 2017 December 31, 2016 Deferred compensation plan assets 1 $ 85,589 $ 69,912 Corporate and municipal bonds 1 $ 51,101 $ 44,573 Deferred compensation plan liabilities 1 $ (85,589 ) $ (69,912 ) Interest rate swap 2 $ 1,131 $ 529 Contingent purchase price liabilities 3 $ (37,574 ) $ (33,709 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | The following table summarizes the change in fair value of our contingent purchase price liabilities identified as Level 3 for the years ended December 31, 2017 and 2016 (pre-tax basis, in thousands): Contingent Purchase Price Liabilities Beginning balance — January 1, 2016 $ (24,817 ) Additions from business acquisitions (21,088 ) Settlement of contingent purchase price payable 11,202 Change in fair value of contingency 1,342 Change in net present value of contingency (348 ) Balance — December 31, 2016 $ (33,709 ) Additions from business acquisitions (19,291 ) Settlement of contingent purchase price payable 13,932 Change in fair value of contingency 2,128 Change in net present value of contingency (634 ) Balance — December 31, 2017 $ (37,574 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 United States $ 74,151 $ 66,848 $ 57,665 Foreign (Canada) 169 158 167 Total $ 74,320 $ 67,006 $ 57,832 |
Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income | Income tax expense (benefit) included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): 2017 2016 2015 Continuing operations : Current: Federal $ 21,086 $ 18,816 $ 18,079 Foreign 45 42 43 State and local 2,475 2,681 2,694 Total 23,606 21,539 20,816 Deferred: Federal (1,086 ) 4,148 1,060 State and local 768 712 953 Total (318 ) 4,860 2,013 Total income tax expense from continuing operations 23,288 26,399 22,829 Discontinued operations : Operations of discontinued operations: Current (418 ) (365 ) (1,263 ) Deferred (19 ) (10 ) 68 Total (437 ) (375 ) (1,195 ) Gain on disposal of discontinued operations: Current — — 427 Deferred — — (344 ) Total — — 83 Total income tax expense from discontinued operations (437 ) (375 ) (1,112 ) Total income tax expense $ 22,851 $ 26,024 $ 21,717 |
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): 2017 2016 2015 Tax at statutory rate (35%) $ 26,012 $ 23,452 $ 20,241 State taxes (net of federal benefit) 2,945 2,643 2,899 Business meals and entertainment — non-deductible 820 784 779 Reserves for uncertain tax positions (35 ) (87 ) (324 ) Share-based compensation (3,837 ) — — Impact of the Tax Cuts and Jobs Act of 2017 (2,487 ) — — Net change in state tax rate 95 (64 ) (1,046 ) Other, net (225 ) (329 ) 280 Provision for income taxes from continuing operations $ 23,288 $ 26,399 $ 22,829 Effective income tax rate 31.3 % 39.4 % 39.5 % |
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, 2017 and 2016, were as follows (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,229 $ 884 Allowance for doubtful accounts 3,022 4,486 Employee benefits and compensation 21,155 29,166 Lease costs 3,611 2,772 State tax credit carryforwards 1,385 1,489 Other deferred tax assets 1,161 2,951 Total gross deferred tax assets 31,563 41,748 Less: valuation allowance (1,657 ) (1,314 ) Total deferred tax assets, net $ 29,906 $ 40,434 Deferred tax liabilities: Accrued interest $ 819 $ 2,494 Client list intangible assets 1,513 2,717 Goodwill and other intangibles 30,913 38,646 Other deferred tax liabilities - 122 Total gross deferred tax liabilities $ 33,245 $ 43,979 Net deferred tax liability $ (3,339 ) $ (3,545 ) |
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): 2017 2016 2015 Balance at January 1 $ 4,090 $ 4,287 $ 4,591 Additions for tax positions of the current year 123 110 126 Settlements of prior year positions — (11 ) (94 ) Lapse of statutes of limitation (331 ) (296 ) (336 ) Balance at December 31 3,882 4,090 4,287 |
Debt and Financing Arrangemen38
Debt and Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Rates for the years ended December 31, 2017 and 2016 were as follows (includes bank debt and interest rate swaps): 2017 2016 Weighted average rates 2.72% 2.43% Range of effective rates 2.19% - 4.75% 1.82% - 3.75% |
Summary of Recognized Interest Expense | For the years ended December 31, 2017, 2016 and 2015, we recognized interest expense as follows (in thousands): 2017 2016 2015 Credit facility (1) $ 6,675 $ 6,585 $ 4,320 2010 Notes (2) — — 4,559 2006 Notes (3) — 8 23 Balance at December 31 $ 6,675 $ 6,593 $ 8,902 (1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees. (2) The 2010 Notes matured on October 1, 2015 and were settled with funds available under the credit facility. We settled $48.4 million of the outstanding principal amount plus a premium conversion value over par value, based on a cash averaging period, for a total of $71.8 million. Prior to the October 1, 2015 maturity date, we early retired $49.3 million of the 2010 Notes, in two privately negotiated transactions during the second quarter of 2015, with shares of our common stock and cash consideration. (3) We redeemed the remaining 3.125% Convertible Senior Subordinated Notes (the “2006 Notes”) during the second quarter of 2016 under an optional early redemption provision. |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss at December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Net unrealized loss on available-for-sale securities, net of income tax benefit of $157 and $129, respectively $ (236 ) $ (194 ) Net unrealized gain on interest rate swap, net of income tax expense of $419 and $196, respectively 712 333 Foreign currency translation (658 ) (643 ) Accumulated other comprehensive loss $ (182 ) $ (504 ) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Cash Commitments Under Operating Leases | We lease certain of our office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2017 were as follows (in thousands): Year Ending December 31, Gross Operating Lease Commitments Sub-Leases Net Operating Lease Commitments 2018 $ 35,239 $ 283 $ 34,956 2019 31,459 234 31,225 2020 26,793 234 26,559 2021 21,451 - 21,451 2022 18,979 — 18,979 Thereafter 70,244 — 70,244 Total $ 204,165 $ 751 $ 203,414 |
Employee Share Plans (Tables)
Employee Share Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value Option Award Weighted Average Assumptions Used | We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2017, 2016 and 2015 were $3.49, $2.40, $2.34, respectively. The following weighted average assumptions were utilized: 2017 2016 2015 Expected volatility (1) 22.22% 24.88 % 26.65 % Expected option life (years) (2) 4.61 4.62 4.64 Risk-free interest rate (3) 1.85% 1.12 % 1.32 % Expected dividend yield (4) 0 % 0 % 0 % (1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals. (2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest. (3) The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. |
Schedule of Share-Based Compensation Awards | During the years ended December 31, 2017, 2016 and 2015, we recognized compensation expense for these awards as follows (in thousands): 2017 2016 2015 Stock options $ 2,105 $ 2,253 $ 2,541 Restricted stock awards 3,600 3,472 3,188 Total share-based compensation expense before income tax benefit $ 5,705 $ 5,725 $ 5,729 |
Stock Award Activity | Stock option activity during the year ended December 31, 2017 was as follows (number of options in thousands): Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2016 4,376 $ 8.02 Granted 654 $ 15.54 Exercised (1,176 ) $ 6.81 Expired or canceled (10 ) $ 7.79 Outstanding at December 31, 2017 3,844 $ 9.67 3.15 years $ 22.3 Vested and exercisable at December 31, 2017 2,004 $ 7.85 2.20 years $ 15.2 |
Roll Forward of RSU Activity | Restricted stock award activity during the year ended December 31, 2017 was as follows: Number of Shares (in thousands) Weighted Average Grant-Date Fair Value (1) Non-vested at December 31, 2016 827 $ 9.14 Granted 295 $ 14.90 Vested (395 ) $ 8.61 Forfeited (3 ) $ 8.36 Non-vested at December 31, 2017 724 $ 11.78 (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, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share from continuing operations for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2017 2016 2015 Numerator: Income from continuing operations $ 51,032 $ 40,607 $ 35,003 Denominator: Basic Weighted average common shares outstanding 53,862 52,321 50,280 Diluted Stock options (1) 1,499 870 876 Restricted stock awards 328 261 277 Contingent shares (2) - 61 29 Convertible senior subordinated notes (3) — — 1,231 Diluted weighted average common shares outstanding 55,689 53,513 52,693 Earnings Per Share: Basic earnings per share from continuing operations $ 0.95 $ 0.78 $ 0.70 Diluted earnings per share from continuing operations $ 0.92 $ 0.76 $ 0.66 (1) For the years ended December 31, 2017, 2016 and 2015, a total of 0.5 million, 0.8 million and 1.5 million stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. For further details, refer to Note 18, Acquisitions (3) The 2010 Notes were retired on October 1, 2015 with the amounts available under the credit facility. The dilutive impact of potential shares to be issued related to the 2010 Notes was based on the average share price of $9.62 in 2015, which exceeded the conversion price of $7.41. |
Supplemental Cash Flow Disclo43
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Interest $ 6,117 $ 6,019 $ 7,986 Income taxes $ 25,085 $ 19,314 $ 23,558 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Allocated Aggregate Purchase Price of Acquisitions | The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Cash $ 843 $ 10 — Accounts receivable, net 4,338 6,649 1,501 Funds held for clients — 37,230 — Property and equipment 48 440 — Other assets 221 294 52 Identifiable intangible assets 4,229 22,177 7,037 Accounts payable (1,283 ) — (62 ) Accrued liabilities (3,503 ) (1,133 ) (1,552 ) Client fund obligations — (37,230 ) — Total identifiable net assets $ 4,893 $ 28,437 $ 6,976 Goodwill 40,587 34,803 13,471 Aggregate purchase price $ 45,480 $ 63,240 $ 20,447 |
Discontinued Operations and D45
Discontinued Operations and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summarized Financial Information For Discontinued Operations, Net of Tax | Summarized financial information for discontinued operations is shown below (in thousands): 2017 2016 2015 Revenue $ — $ — $ 6,248 Loss from operations of discontinued operations before income tax expense $ (1,092 ) $ (917 ) $ (3,518 ) Income tax benefit (437 ) (375 ) (1,195 ) Loss from operations of discontinued operations, net of tax $ (655 ) $ (542 ) $ (2,323 ) Gain on disposal of discontinued operations, before income tax expense $ — $ — $ 1,510 Income tax expense — — 83 Gain on disposal of discontinued operations, net of tax $ — $ — $ 1,427 |
Quarterly Financial Data (Una46
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands, except per share amounts). 2017 March 31, June 30, September 30, December 31, Revenue $ 241,459 $ 211,016 $ 207,723 $ 195,142 Operating expenses 192,766 188,120 184,723 189,975 Gross margin 48,693 22,896 23,000 5,167 Corporate general and administrative expenses 8,768 9,232 7,979 7,316 Operating income (loss) 39,925 13,664 15,021 (2,149 ) Other income: Interest expense (1,517 ) (1,692 ) (1,777 ) (1,689 ) Gain on sale of operations, net 22 23 - - Other income, net 2,737 3,764 2,792 5,196 Total other income, net 1,242 2,095 1,015 3,507 Income from continuing operations before income tax expense 41,167 15,759 16,036 1,358 Income tax expense (benefit) 16,141 4,343 6,172 (3,368 ) Income from continuing operations 25,026 11,416 9,864 4,726 (Loss) gain from operations of discontinued operations, net of tax (152 ) (418 ) (206 ) 121 Net income $ 24,874 $ 10,998 $ 9,658 $ 4,847 Earnings (loss) per share: Basic: Continuing operations $ 0.47 $ 0.21 $ 0.18 $ 0.09 Discontinued operations — (0.01 ) — — Net income $ 0.47 $ 0.20 $ 0.18 $ 0.09 Diluted: Continuing operations $ 0.45 $ 0.20 $ 0.18 $ 0.08 Discontinued operations — (0.01 ) — — Net income $ 0.45 $ 0.19 $ 0.18 $ 0.08 Basic weighted average common shares 53,293 53,968 54,142 54,034 Diluted weighted average common shares 55,214 55,831 55,827 55,822 2016 March 31, June 30, September 30, December 31, Revenue $ 224,238 $ 197,015 $ 199,794 $ 178,785 Operating expenses 178,117 173,996 174,069 171,544 Gross margin 46,121 23,019 25,725 7,241 Corporate general and administrative expenses 10,245 8,346 8,679 9,049 Operating income (loss) 35,876 14,673 17,046 (1,808 ) Other income (expense): Interest expense (1,526 ) (1,733 ) (1,760 ) (1,574 ) Gain on sale of operations, net 101 50 329 375 Other income, net 2,147 703 2,632 1,475 Total other income (expense), net 722 (980 ) 1,201 276 Income (loss) from continuing operations before income tax expense (benefit) 36,598 13,693 18,247 (1,532 ) Income tax expense (benefit) 14,800 5,306 7,260 (967 ) Income (loss) from continuing operations 21,798 8,387 10,987 (565 ) Loss from operations of discontinued operations, net of tax (30 ) (258 ) (133 ) (121 ) Net income (loss) $ 21,768 $ 8,129 $ 10,854 $ (686 ) Earnings (loss) per share: Basic: Continuing operations $ 0.42 $ 0.16 $ 0.21 $ (0.01 ) Discontinued operations — — — — Net income (loss) $ 0.42 $ 0.16 $ 0.21 $ (0.01 ) Diluted: Continuing operations $ 0.41 $ 0.16 $ 0.20 $ (0.01 ) Discontinued operations — — — — Net income (loss) $ 0.41 $ 0.16 $ 0.20 $ (0.01 ) Basic weighted average common shares 51,572 52,031 52,648 53,019 Diluted weighted average common shares 52,745 53,079 53,846 53,019 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers | We operate in the United States and Canada and revenue generated from such operations during the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 853,802 $ 798,420 $ 748,971 Canada 1,538 1,412 1,451 Total revenue $ 855,340 $ 799,832 $ 750,422 |
Summary of Segment Information | Segment information for the years ended December 31, 2017, 2016 and 2015 is presented below (in thousands). We do not manage our assets on a segment basis, therefore segment assets are not presented below. For the Year Ended December 31, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 540,315 $ 283,909 $ 31,116 $ — $ 855,340 Operating expenses 468,089 236,317 28,382 22,796 755,584 Gross margin 72,226 47,592 2,734 (22,796 ) 99,756 Corporate general and administrative expenses — — — 33,295 33,295 Operating income (loss) 72,226 47,592 2,734 (56,091 ) 66,461 Other income (expense): Interest expense — (36 ) — (6,639 ) (6,675 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 158 442 (8 ) 13,897 14,489 Total other income (expense) 158 406 (8 ) 7,303 7,859 Income (loss) from continuing operations before income tax expense $ 72,384 $ 47,998 $ 2,726 $ (48,788 ) $ 74,320 For the Year Ended December 31, 2016 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 501,307 $ 267,606 $ 30,919 $ — $ 799,832 Operating expenses 432,254 223,487 27,697 14,288 697,726 Gross margin 69,053 44,119 3,222 (14,288 ) 102,106 Corporate general and administrative expenses — — — 36,319 36,319 Operating income (loss) 69,053 44,119 3,222 (50,607 ) 65,787 Other income (expense): Interest expense — (39 ) — (6,554 ) (6,593 ) Gain on sale of operations, net — — — 855 855 Other income, net 209 367 3 6,378 6,957 Total other income 209 328 3 679 1,219 Income (loss) from continuing operations before income tax expense $ 69,262 $ 44,447 $ 3,225 $ (49,928 ) $ 67,006 For the Year Ended December 31, 2015 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 476,396 $ 244,493 $ 29,533 $ — $ 750,422 Operating expenses (1) 411,325 202,138 26,417 12,511 652,391 Gross margin 65,071 42,355 3,116 (12,511 ) 98,031 Corporate general and administrative expenses (1) — — — 32,527 32,527 Operating income (loss) 65,071 42,355 3,116 (45,038 ) 65,504 Other income (expense): Interest expense — (35 ) — (8,867 ) (8,902 ) Gain on sale of operations, net — — — 84 84 Other (expense) income, net (1) (147 ) 467 4 822 1,146 Total other (expense) income (147 ) 432 4 (7,961 ) (7,672 ) Income (loss) from continuing operations before income tax expense $ 64,924 $ 42,787 $ 3,120 $ (52,999 ) $ 57,832 (1) “Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of $0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations. |
Basis of Presentation and Sig48
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) $ in Thousands, shares in Millions | Nov. 01, 2017Reporting_Unit | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)Practice_GroupsReporting_Unitshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of practice groups | Practice_Groups | 3 | |||||||||||||
Fees earned under administrative service agreement | $ 156,400 | $ 144,800 | $ 137,500 | |||||||||||
Maximum maturity period of investments | 3 months | |||||||||||||
Allowance for doubtful accounts | $ 13,827 | $ 13,508 | $ 13,827 | 13,508 | 12,659 | $ 11,915 | ||||||||
Software purchased or developed, estimated useful life | 7 years | |||||||||||||
Goodwill | 528,424 | 487,484 | $ 528,424 | 487,484 | 447,685 | |||||||||
Total assets | 1,176,231 | 1,118,588 | 1,176,231 | 1,118,588 | ||||||||||
Total stockholders' equity | 530,879 | 480,021 | $ 530,879 | 480,021 | 427,948 | 399,845 | ||||||||
Number of reporting units | Reporting_Unit | 5 | 5 | ||||||||||||
Intangible assets amortization period | 7 years 1 month 6 days | |||||||||||||
Shares vesting term | 4 years | |||||||||||||
Unsecured credit facility | 400,000 | $ 400,000 | ||||||||||||
Contract payment terms | 90 days | |||||||||||||
Total personnel costs | $ 596,400 | 544,800 | 502,800 | |||||||||||
Total occupancy costs | 46,300 | 45,700 | 41,400 | |||||||||||
Income tax expense (benefit) | (3,368) | $ 6,172 | $ 4,343 | $ 16,141 | (967) | $ 7,260 | $ 5,306 | $ 14,800 | 23,288 | 26,399 | 22,829 | |||
Retained Earnings [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Total stockholders' equity | $ 345,302 | $ 294,925 | $ 345,302 | $ 294,925 | $ 254,860 | $ 220,753 | ||||||||
Accounting Standards Update 2016-09 [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Increase of diluted shares | shares | 0.5 | |||||||||||||
Income tax expense (benefit) | $ (3,800) | |||||||||||||
Minimum [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible assets amortization period | 2 years | |||||||||||||
Minimum [Member] | Accounting Standards Update 2014-09 | Retained Earnings [Member] | Subsequent Event | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cumulative effect adjustment to retained earnings | $ 1,500 | |||||||||||||
Maximum [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Intangible assets amortization period | 15 years | |||||||||||||
Maximum [Member] | Accounting Standards Update 2014-09 | Retained Earnings [Member] | Subsequent Event | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cumulative effect adjustment to retained earnings | $ 2,000 |
Basis of Presentation and Sig49
Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Buildings [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 25 years |
Buildings [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 10 years |
Capitalized Software [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 2 years |
Capitalized Software [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 3 years |
Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful life | 7 years |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Receivable Net Current [Abstract] | ||||
Trade accounts receivable | $ 139,730 | $ 132,880 | ||
Unbilled revenue, at net realizable value | 62,397 | 55,982 | ||
Total accounts receivable | 202,127 | 188,862 | ||
Allowance for doubtful accounts | (13,827) | (13,508) | $ (12,659) | $ (11,915) |
Accounts receivable, net | $ 188,300 | $ 175,354 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ (13,508) | $ (12,659) | $ (11,915) |
Provision for losses | (5,529) | (4,154) | (5,804) |
Charge-offs, net of recoveries | 5,210 | 3,305 | 5,060 |
Balance at end of period | $ (13,827) | $ (13,508) | $ (12,659) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 102,378 | $ 91,914 |
Accumulated depreciation and amortization | (76,297) | (72,464) |
Property and equipment, net | 26,081 | 19,450 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 26,289 | 19,841 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 25,835 | 23,893 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 36,639 | 36,429 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,615 | $ 11,751 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense for property and equipment | $ 5.3 | $ 5.4 | $ 5.7 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets, Net - Changes in Carrying Amount of Goodwill by Operating Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 487,484 | $ 447,685 |
Additions | 40,940 | 39,799 |
Goodwill | 528,424 | 487,484 |
Financial Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 271,330 | 267,485 |
Additions | 35,531 | 3,845 |
Goodwill | 306,861 | 271,330 |
Benefits and Insurance Services [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 214,488 | 178,534 |
Additions | 5,409 | 35,954 |
Goodwill | 219,897 | 214,488 |
National Practices [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 1,666 | 1,666 |
Goodwill | $ 1,666 | $ 1,666 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets, Net - Additional Information (Detail) | Nov. 01, 2017USD ($)Reporting_Unit | Dec. 31, 2017USD ($)Reporting_Unit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of reporting units | Reporting_Unit | 5 | 5 | ||
Goodwill, Impairment Loss | $ 0 | |||
Intangible assets amortization period | 7 years 1 month 6 days | |||
2,018 | $ 17,100,000 | |||
2,019 | 12,900,000 | |||
2,020 | 11,600,000 | |||
2,021 | 10,300,000 | |||
2,022 | $ 8,500,000 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 2 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 15 years | |||
Client Lists [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 17,800,000 | $ 16,700,000 | $ 14,700,000 | |
Intangible assets amortization period | 7 years | |||
Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 8 years 3 months 18 days | |||
Other Intangible Assets [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 2 years | |||
Other Intangible Assets [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization period | 12 years |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 528,424 | $ 487,484 | $ 447,685 |
Intangible assets: | |||
Total intangible assets | 185,988 | 180,337 | |
Total goodwill and other intangibles assets | 714,412 | 667,821 | |
Accumulated amortization: | |||
Total accumulated amortization | (101,206) | (83,420) | |
Goodwill and other intangible assets, net | 613,206 | 584,401 | |
Client Lists [Member] | |||
Intangible assets: | |||
Total intangible assets | 177,221 | 172,343 | |
Accumulated amortization: | |||
Total accumulated amortization | (97,063) | (80,560) | |
Other Intangible Assets [Member] | |||
Intangible assets: | |||
Total intangible assets | 8,767 | 7,994 | |
Accumulated amortization: | |||
Total accumulated amortization | $ (4,143) | $ (2,860) |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | ||
Corporate and municipal bonds | $ 49.5 | $ 42.4 |
Maturity dates of bonds, start date | 2018-01 | |
Maturity dates of bonds, end date | 2023-12 |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 44,573 | $ 43,142 |
Purchases | 15,546 | 11,355 |
Sales | (940) | (2,900) |
Maturities and calls | (7,845) | (6,878) |
Decrease in bond premium | (160) | (106) |
Fair market value adjustment | (73) | (40) |
Fair value at end of period | $ 51,101 | $ 44,573 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] | 12 Months Ended | |
Dec. 31, 2017USD ($)Interest_Rate_Swaps | Dec. 31, 2016USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value hedging instruments | $ 0 | $ 0 |
Interest rate swap, description of interest received | interest that varies with the one-month LIBOR | |
Derivative, Type of Interest Rate Paid on Swap | fixed | |
November 2018 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 1.155% | |
October 2020 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 25,000,000 | |
Interest rate swap, fixed interest rate | 1.30% | |
February 2021 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 10,000,000 | |
Interest rate swap, fixed interest rate | 1.12% | |
May 2022 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 1.77% | |
Second Quarter 2017 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 20,000,000 | |
Interest rate swap, term | 5 years | |
Fourth Quarter 2017 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of interest rate swaps | Interest_Rate_Swaps | 1 | |
Notional value | $ 10,000,000 |
Financial Instruments - Summa60
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 55,000,000 | $ 50,000,000 |
Fair Value | 1,055,000 | 525,000 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 15,000,000 | 10,000,000 |
Fair Value | $ 76,000 | $ 4,000 |
Financial Instruments - Summa61
Financial Instruments - Summary of Effects of Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - Interest Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Gain recognized in AOCL, net of tax | $ 379 | $ 182 |
Loss reclassified from AOCL into expense | $ (132) | $ (410) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Fair Value Measurements, Inter-transfers between Levels | $ 0 | $ 0 | |
Decrease in fair value of contingent purchase price liabilities | 2,128,000 | 1,342,000 | $ 2,853,000 |
Other Income, net [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Decrease in fair value of contingent purchase price liabilities | $ 1,500,000 | $ 1,300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate and municipal bonds | $ 51,101 | $ 44,573 | $ 43,142 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 85,589 | 69,912 | |
Corporate and municipal bonds | 51,101 | 44,573 | |
Deferred compensation plan liabilities | (85,589) | (69,912) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap | 1,131 | 529 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (37,574) | $ (33,709) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Fair Values of Contingent Purchase Price Liabilities (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (33,709) | |
Ending balance | (37,574) | $ (33,709) |
Contingent Purchase Price Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | (33,709) | (24,817) |
Additions from business acquisitions | (19,291) | (21,088) |
Settlement of contingent purchase price payable | 13,932 | 11,202 |
Change in fair value of contingency | 2,128 | 1,342 |
Change in net present value of contingency | (634) | (348) |
Ending balance | $ (37,574) | $ (33,709) |
Income Taxes - Income from Cont
Income Taxes - Income from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 74,151 | $ 66,848 | $ 57,665 |
Foreign (Canada) | 169 | 158 | 167 |
Income (loss) from continuing operations before income tax expense (benefit) | $ 74,320 | $ 67,006 | $ 57,832 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Included in Consolidated Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||||||||||
Federal | $ 21,086 | $ 18,816 | $ 18,079 | ||||||||
Foreign | 45 | 42 | 43 | ||||||||
State and local | 2,475 | 2,681 | 2,694 | ||||||||
Total | 23,606 | 21,539 | 20,816 | ||||||||
Deferred: | |||||||||||
Federal | (1,086) | 4,148 | 1,060 | ||||||||
State and local | 768 | 712 | 953 | ||||||||
Total | (318) | 4,860 | 2,013 | ||||||||
Provision for income taxes from continuing operations | $ (3,368) | $ 6,172 | $ 4,343 | $ 16,141 | $ (967) | $ 7,260 | $ 5,306 | $ 14,800 | 23,288 | 26,399 | 22,829 |
Operations of discontinued operations: | |||||||||||
Current | (418) | (365) | (1,263) | ||||||||
Deferred | (19) | (10) | 68 | ||||||||
Total | (437) | (375) | (1,195) | ||||||||
Gain on disposal of discontinued operations: | |||||||||||
Current | 427 | ||||||||||
Deferred | (344) | ||||||||||
Total | 83 | ||||||||||
Total income tax expense from discontinued operations | (437) | (375) | (1,112) | ||||||||
Total income tax expense | $ 22,851 | $ 26,024 | $ 21,717 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Tax at statutory rate (35%) | $ 26,012 | $ 23,452 | $ 20,241 | ||||||||
State taxes (net of federal benefit) | 2,945 | 2,643 | 2,899 | ||||||||
Business meals and entertainment — non-deductible | 820 | 784 | 779 | ||||||||
Reserves for uncertain tax positions | (35) | (87) | (324) | ||||||||
Share-based compensation | (3,837) | ||||||||||
Impact of the Tax Cuts and Jobs Act of 2017 | (2,487) | ||||||||||
Net change in state tax rate | 95 | (64) | (1,046) | ||||||||
Other, net | (225) | (329) | 280 | ||||||||
Provision for income taxes from continuing operations | $ (3,368) | $ 6,172 | $ 4,343 | $ 16,141 | $ (967) | $ 7,260 | $ 5,306 | $ 14,800 | $ 23,288 | $ 26,399 | $ 22,829 |
Effective income tax rate | 31.30% | 39.40% | 39.50% |
Income Taxes - Provision for 68
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Statutory income tax rate | 35.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||||
income tax benefit reflected in additional paid-in-capital | $ 1,004 | $ 772 | |||
Tax Cuts and Jobs Act of 2017, income tax benefit | $ 2,500 | ||||
Effective income tax rate | 31.30% | 39.40% | 39.50% | ||
Corporate income tax | 35.00% | ||||
Tax reduction due to ASU 2016-09 & Tax Act | 8.50% | ||||
Change in valuation allowance for deferred tax assets related to tax reform act | $ 300 | ||||
Increase (Decrease) in valuation allowance due to state net operating loss and tax credit carryforwards | $ (100) | ||||
State net operating loss carryforwards | 28,000 | ||||
State tax credit carryforwards | 1,400 | ||||
Unrecognized tax benefits that would impact effective tax rate | 2,900 | ||||
Reductions in the liability for unrecognized tax benefits due to expiration of statues of limitation | 1,200 | ||||
Accrued interest expense | 200 | 200 | |||
Liability for interest expense | 600 | 400 | |||
Liability for penalties | $ 300 | 300 | |||
Earliest Tax Year [Member] | State [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards experiation period | 2,018 | ||||
Tax credit carryforwards experiation period | 2,018 | ||||
Latest Tax Year [Member] | State [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards experiation period | 2,037 | ||||
Tax credit carryforwards experiation period | 2,028 | ||||
2013 and 2014 [Member] | Internal Revenue Service [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Audit settlement, net | $ 500 | ||||
Scenario, Forecast | |||||
Income Tax Contingency [Line Items] | |||||
Corporate income tax | 21.00% | ||||
Non-Qualified Stock Option [Member] | Restricted Stock Awards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
income tax benefit reflected in additional paid-in-capital | $ 1,100 | $ 900 | |||
Non-Qualified Stock Option [Member] | Restricted Stock Awards [Member] | Income Tax Expenses [Member] | |||||
Income Tax Contingency [Line Items] | |||||
income tax benefit reflected in additional paid-in-capital | $ 3,800 |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences That Rises to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,229 | $ 884 |
Allowance for doubtful accounts | 3,022 | 4,486 |
Employee benefits and compensation | 21,155 | 29,166 |
Lease costs | 3,611 | 2,772 |
State tax credit carryforwards | 1,385 | 1,489 |
Other deferred tax assets | 1,161 | 2,951 |
Total gross deferred tax assets | 31,563 | 41,748 |
Less: valuation allowance | (1,657) | (1,314) |
Total deferred tax assets, net | 29,906 | 40,434 |
Accrued interest | 819 | 2,494 |
Client list intangible assets | 1,513 | 2,717 |
Goodwill and other intangibles | 30,913 | 38,646 |
Other deferred tax liabilities | 122 | |
Total gross deferred tax liabilities | 33,245 | 43,979 |
Net deferred tax liability | $ (3,339) | $ (3,545) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ 4,090 | $ 4,287 | $ 4,591 |
Additions for tax positions of the current year | 123 | 110 | 126 |
Settlements of prior year positions | (11) | (94) | |
Lapse of statutes of limitation | (331) | (296) | (336) |
Ending Balance | $ 3,882 | $ 4,090 | $ 4,287 |
Debt and Financing Arrangemen72
Debt and Financing Arrangements - Additional Information (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Unsecured credit facility | $ 400 |
2010 Convertible Senior Subordinated Notes [Member] | |
Debt Instrument [Line Items] | |
Interest rate on Notes | 4.875% |
Debt and Financing Arrangemen73
Debt and Financing Arrangements (Bank Debt) - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Bank | Dec. 31, 2016USD ($) | |
Debt Disclosure [Abstract] | ||
Unsecured credit facility | $ 400,000 | |
Group of participating banks | Bank | 8 | |
Outstanding balance under applicable credit facility | $ 178,500 | $ 191,400 |
Available funds under credit facility | $ 175,000 |
Debt and Financing Arrangemen74
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Weighted average rates | 2.72% | 2.43% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 2.19% | 1.82% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 4.75% | 3.75% |
Debt and Financing Arrangemen75
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 1,689 | $ 1,777 | $ 1,692 | $ 1,517 | $ 1,574 | $ 1,760 | $ 1,733 | $ 1,526 | $ 6,675 | $ 6,593 | $ 8,902 |
2010 Convertible Senior Subordinated Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | 4,559 | ||||||||||
Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 6,675 | 6,585 | 4,320 | ||||||||
2006 Convertible Senior Subordinated Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total interest expense | $ 8 | $ 23 |
Debt and Financing Arrangemen76
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Parenthetical) (Detail) - USD ($) | Oct. 01, 2015 | Jun. 30, 2015 | Dec. 31, 2017 | Jun. 30, 2016 |
2010 Convertible Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity date of notes | Oct. 1, 2015 | |||
Principal amount of notes | $ 48,400 | |||
Conversion value of Notes | $ 71,800 | |||
Partial extinguishment of debt | $ 49,300 | |||
Interest rate on Notes | 4.875% | |||
2006 Convertible Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate on Notes | 3.125% |
Accumulated Other Comprehensi77
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Net unrealized loss on available-for-sale securities, net of income tax benefit of $157 and $129, respectively | $ (236) | $ (194) |
Net unrealized gain on interest rate swap, net of income tax expense of $419 and $196, respectively | 712 | 333 |
Foreign currency translation | (658) | (643) |
Accumulated other comprehensive loss | $ (182) | $ (504) |
Accumulated Other Comprehensi78
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Unrealized gains (losses) on available for sale securities, income tax (benefit) expense | $ 157 | $ 129 |
Unrealized gain on interest rate swaps, income tax expense | $ 419 | $ 196 |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Future Minimum Cash Commitments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Gross Operating Lease Commitments, 2018 | $ 35,239 |
Gross Operating Lease Commitments, 2019 | 31,459 |
Gross Operating Lease Commitments, 2020 | 26,793 |
Gross Operating Lease Commitments, 2021 | 21,451 |
Gross Operating Lease Commitments, 2022 | 18,979 |
Gross Operating Lease Commitments, Thereafter | 70,244 |
Gross Operating Lease Commitments, Total | 204,165 |
Sub-Leases, 2018 | 283 |
Sub-Leases, 2019 | 234 |
Sub-Leases, 2020 | 234 |
Sub-Leases, 2021 | 0 |
Sub-Leases, 2022 | 0 |
Sub-Leases, Thereafter | 0 |
Sub-Leases, Total | 751 |
Net Operating Lease Commitments, 2018 | 34,956 |
Net Operating Lease Commitments, 2019 | 31,225 |
Net Operating Lease Commitments, 2020 | 26,559 |
Net Operating Lease Commitments, 2021 | 21,451 |
Net Operating Lease Commitments, 2022 | 18,979 |
Net Operating Lease Commitments , Thereafter | 70,244 |
Net Operating Lease Commitments, Total | $ 203,414 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Lease Commitments [Abstract] | |||
Rent expense incurred under operating lease | $ 38.4 | $ 37 | $ 35.7 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 2.3 | $ 2.3 |
License bonds outstanding amount | $ 2.5 | $ 2.3 |
Commitments and Contingencies82
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) $ in Millions | Sep. 16, 2016USD ($) | Dec. 31, 2017USD ($)Plaintiff |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of Plaintiffs | Plaintiff | 2 | |
Damages sought amount | $ 16 | |
Altoona Regional Health System [Member] | Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 142 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Maximum percentage of a participant's eligible compensation that a participating may elect to contribute, on a tax-deferred annually to the plan (as a percent) 50.00% | 80.00% | ||
Percentage of matching contribution made by company, of first 6.0% of participating employees contributions (as a percent) | 50.00% | ||
Percentage of participating employees contribution, matched 100% (as a percent) | 6.00% | ||
Employer contribution | $ 10,400 | $ 9,600 | $ 9,000 |
Non-qualified deferred gains or (losses) of investment | 12,100 | 5,300 | $ (700) |
Non-qualified deferred compensation plan assets | 85,589 | 69,912 | |
Non-qualified deferred compensation plan liabilities | $ 85,589 | $ 69,912 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | |
Schedule Of Common Stock [Line Items] | |||
Senior leverage ratio | 3 | ||
Share repurchase program, description | Under our credit facility, (described in Note 8, Debt and Financing Arrangements) share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the annual share repurchase is limited to $25 million | ||
Cost of shares repurchased to settle statutory employee withholding related to vesting of stock awards | $ 19,735,000 | $ 9,144,000 | $ 36,482,000 |
Share Repurchase Program [Member] | |||
Schedule Of Common Stock [Line Items] | |||
Stock repurchase program authorized to be repurchased | shares | 1,200,000 | 800,000 | |
Payment for acquisition of treasury stock | $ 18,300,000 | $ 7,800,000 | |
Shares repurchased to settle statutory employee withholding related to vesting of stock awards | shares | 100,000 | ||
Cost of shares repurchased to settle statutory employee withholding related to vesting of stock awards | $ 1,400,000 | ||
Maximum [Member] | |||
Schedule Of Common Stock [Line Items] | |||
Annual share repurchase limit | $ 25,000,000 |
Employee Share Plans - Addition
Employee Share Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Plans [Line Items] | |||
Holding period of stock | 1 year | ||
Maximum stock based compensation awards granted under the plan | 9,600,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton option-pricing model | ||
Fair value of stock options granted | $ 3.49 | $ 2.40 | $ 2.34 |
Options awarded under the plans vesting period | 4 years | ||
Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Compensation cost for non-vested stock options weighted average period | 1 year 1 month 28 days | ||
Unrecognized compensation cost for restricted stock awards | $ 8,500,000 | ||
Total fair value of shares vested during period | 3,400,000 | $ 3,300,000 | $ 3,100,000 |
Market value of shares awarded during period | $ 4,400,000 | $ 3,200,000 | $ 3,300,000 |
2014 Stock Incentive Plan [Member] | |||
Retirement Plans [Line Items] | |||
Share available for future grant | 6,400,000 | ||
Employee Stock Purchase Plan [Member] | |||
Retirement Plans [Line Items] | |||
Termination date of the Employee Stock Purchase Plan | Jun. 30, 2020 | ||
Price an employee pays for shares as percentage of fair market value | 85.00% | ||
Stock Option [Member] | |||
Retirement Plans [Line Items] | |||
Percentage of incremental vesting schedule | 25.00% | 25.00% | 25.00% |
Incremental vesting schedule period | 4 years | ||
Stock options expiry date | 6 years | ||
Options awarded under the plans vesting period | 4 years | ||
Weighted-average grant-date fair value of stock options granted | $ 2,300,000 | $ 1,600,000 | $ 2,100,000 |
Aggregate intrinsic value of stock options exercised | 9,400,000 | $ 4,200,000 | $ 4,600,000 |
Unrecognized compensation cost for non-vested stock option | $ 5,100,000 | ||
Compensation cost for non-vested stock options weighted average period | 1 year 3 months 18 days | ||
Maximum [Member] | |||
Retirement Plans [Line Items] | |||
Shares purchased under ESPP | 2,000,000 | ||
Maximum [Member] | Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Options awarded under the plans vesting period | 4 years | ||
Restricted stock outstanding release from restriction period range | 2021-05 | ||
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] | Restricted Stock Awards [Member] | |||
Retirement Plans [Line Items] | |||
Options awarded under the plans vesting period | 1 year | ||
Restricted stock outstanding release from restriction period range | 2018-02 |
Employee Share Plans - Schedule
Employee Share Plans - Schedule of Fair Value Option Award Weighted Average Assumptions Used (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |||
Expected volatility | 22.22% | 24.88% | 26.65% |
Expected option life (years) | 4 years 7 months 9 days | 4 years 7 months 13 days | 4 years 7 months 20 days |
Risk-free interest rate | 1.85% | 1.12% | 1.32% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Employee Share Plans - Schedu87
Employee Share Plans - Schedule of Share-Based Compensation Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Stock options | $ 2,105 | $ 2,253 | $ 2,541 |
Restricted stock awards | 3,600 | 3,472 | 3,188 |
Total share-based compensation expense before income tax benefit | $ 5,705 | $ 5,725 | $ 5,729 |
Employee Share Plans - Stock Aw
Employee Share Plans - Stock Award Activity (Detail) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Compensation And Retirement Disclosure [Abstract] | |
Outstanding Beginning balance, Number of Options | shares | 4,376 |
Granted, Number of Options | shares | 654 |
Exercised, Number of Options | shares | (1,176) |
Expired or canceled, Number of Options | shares | (10) |
Outstanding Ending balance, Number of Options | shares | 3,844 |
Vested and exercisable Ending balance, Number of Options | shares | 2,004 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 8.02 |
Granted, Weighted Average Exercise Price Per Share | $ / shares | 15.54 |
Exercised, Weighted Average Exercise Price Per Share | $ / shares | 6.81 |
Expired or canceled, Weighted Average Exercise Price Per Share | $ / shares | 7.79 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 9.67 |
Vested and exercisable Ending balance, Weighted Average Exercise Price | $ / shares | $ 7.85 |
Weighted Average Remaining Contractual Term, Outstanding | 3 years 1 month 24 days |
Weighted Average Remaining Contractual Term, Vested and exercisable at December 31, 2017 | 2 years 2 months 12 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ | $ 22.3 |
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2017 | $ | $ 15.2 |
Employee Share Plans - Roll For
Employee Share Plans - Roll Forward of RSU Activity (Detail) - Restricted Stock Awards [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |
Non-vested at December 31, 2016, Number of shares | shares | 827 |
Granted, Number of shares | shares | 295 |
Vested, Number of shares | shares | (395) |
Forfeited, Number of shares | shares | (3) |
Non-vested at December 31, 2017, Number of shares | shares | 724 |
Non-vested at December 31, 2016, Weighted Average Grant-Date Fair Value | $ / shares | $ 9.14 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 14.90 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 8.61 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 8.36 |
Non-vested at December 31, 2017, Weighted Average Grant-Date Fair Value | $ / shares | $ 11.78 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Income (loss) from continuing operations | $ 4,726 | $ 9,864 | $ 11,416 | $ 25,026 | $ (565) | $ 10,987 | $ 8,387 | $ 21,798 | $ 51,032 | $ 40,607 | $ 35,003 |
Basic | |||||||||||
Weighted average common shares outstanding | 54,034 | 54,142 | 53,968 | 53,293 | 53,019 | 52,648 | 52,031 | 51,572 | 53,862 | 52,321 | 50,280 |
Diluted | |||||||||||
Stock options | 1,499 | 870 | 876 | ||||||||
Restricted stock awards | 328 | 261 | 277 | ||||||||
Contingent shares | 61 | 29 | |||||||||
Convertible senior subordinated notes | 1,231 | ||||||||||
Diluted weighted average common shares outstanding | 55,822 | 55,827 | 55,831 | 55,214 | 53,019 | 53,846 | 53,079 | 52,745 | 55,689 | 53,513 | 52,693 |
Basic earnings per share from continuing operations | $ 0.09 | $ 0.18 | $ 0.21 | $ 0.47 | $ (0.01) | $ 0.21 | $ 0.16 | $ 0.42 | $ 0.95 | $ 0.78 | $ 0.70 |
Diluted earnings per share from continuing operations | $ 0.08 | $ 0.18 | $ 0.20 | $ 0.45 | $ (0.01) | $ 0.20 | $ 0.16 | $ 0.41 | $ 0.92 | $ 0.76 | $ 0.66 |
Earnings Per Share - Computat91
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 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 | $ 9.62 | ||
Dilutive impact of potential shares conversion price | $ 7.41 | ||
Stock Compensation Plan [Member] | |||
Dilutive Securities Included And Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Share based awards excluded from the calculation of diluted earnings per share | 0.5 | 0.8 | 1.5 |
Supplemental Cash Flow Disclo92
Supplemental Cash Flow Disclosures - Cash Paid for Interest and Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest | $ 6,117 | $ 6,019 | $ 7,986 |
Income taxes | $ 25,085 | $ 19,314 | $ 23,558 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Notes Receivable Related Parties [Line Items] | |||
Lease paid by company | $ 38.4 | $ 37 | $ 35.7 |
Fees earned under administrative service agreement | 156.4 | 144.8 | 137.5 |
Director [Member] | |||
Notes Receivable Related Parties [Line Items] | |||
Lease paid by company | 3.3 | 3.2 | 2.7 |
Akin Gump [Member] | |||
Notes Receivable Related Parties [Line Items] | |||
Legal charges paid | $ 0.2 | $ 0.1 | $ 0.2 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)BusinessClientshares | Dec. 31, 2016USD ($)BusinessClient_Listshares | Dec. 31, 2015USD ($)BusinessClient_Listshares | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of businesses acquired | Business | 4 | 6 | 3 |
Contingent consideration, current | $ 15,151 | $ 16,322 | |
Contingent consideration, non-current | 22,423 | 17,387 | |
Annual revenue | 25,700 | 41,200 | $ 12,100 |
Goodwill | 528,424 | 487,484 | 447,685 |
Consideration paid in cash | $ 9,800 | $ 7,100 | $ 12,000 |
Number of common stock issued | shares | 300,000 | 400,000 | 300,000 |
Changes in fair value of contingent consideration | $ 1,500 | $ 1,300 | $ 2,900 |
Pacific Coastal Pension and Insurance Services, Inc. (Pacific Coastal), CMF Associates, LLC (CMF), Slaton Insurance (Slaton) and McKay & Carnahan, Inc. (McKay) [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 24,200 | ||
Consideration paid in common stock | 2,000 | ||
Contingent consideration | 19,300 | ||
Contingent arrangements arising from acquisitions | 20,300 | ||
Fair value of obligation at acquisition date | 19,300 | ||
Contingent consideration, current | 6,300 | ||
Contingent consideration, non-current | 13,000 | ||
Goodwill | 40,587 | ||
Millimaki Eggert, LLP(Millimaki), The Savitz organization (Savitz), Flex-Pay Business Services, Inc (Flex-pay), Ed Jacobs & Associates, Inc (Ed Jacobs), Actuarial Consultants, Inc (ACT), The Seff Group,P.C (Seff) [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 40,000 | ||
Consideration paid in common stock | 2,100 | ||
Contingent consideration | 21,100 | ||
Contingent arrangements arising from acquisitions | 23,500 | ||
Contingent consideration, current | 6,600 | ||
Contingent consideration, non-current | 14,500 | ||
Goodwill | 34,803 | ||
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 10,500 | ||
Consideration paid in common stock | 1,400 | ||
Contingent consideration | 8,500 | ||
Contingent arrangements arising from acquisitions | 8,700 | ||
Contingent consideration, current | 2,900 | ||
Contingent consideration, non-current | 5,600 | ||
Goodwill | 13,471 | ||
Acquisition of Client Lists [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 1,200 | 2,800 | |
Contingent consideration | $ 1,400 | $ 1,500 | 100 |
Number of client list purchased | 2 | 7 | |
Guaranteed future consideration | $ 1,200 | $ 800 | |
Acquisition of Client Lists [Member] | Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 1 | ||
Acquisition of Client Lists [Member] | Maximum [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | $ 100 | ||
Acquisition of Client Lists [Member] | Financial Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client | 1 | ||
Acquisition of Client Lists [Member] | Benefit and Insurance Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | 1 | 6 | 6 |
Acquisitions (First Quarter 201
Acquisitions (First Quarter 2017) - Additional Information (Detail) - Pacific Coastal Pension and Insurance Services, Inc. [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Feb. 1, 2017 |
Acquired entity, name | Pacific Coastal Pension and Insurance Services, Inc. |
Acquisitions (Second Quarter 20
Acquisitions (Second Quarter 2017) - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
CMF Associates, LLC [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2017 |
Acquired entity, name | CMF Associates, LLC |
Slaton Insurance [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2017 |
Acquired entity, name | Slaton Insurance |
Acquisitions (Fourth Quarter 20
Acquisitions (Fourth Quarter 2017) - Additional Information (Detail) - McKay & Carnahan, Inc. [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Dec. 1, 2017 |
Acquired entity, name | McKay & Carnahan, Inc. |
Acquisitions (First Quarter 298
Acquisitions (First Quarter 2016) - Additional Information (Detail) - Millimaki Eggert L L P [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jan. 1, 2016 |
Acquired entity, name | Millimaki Eggert, L.L.P |
Acquisitions (Second Quarter 99
Acquisitions (Second Quarter 2016) - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Client | |
Savitz Organization [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Apr. 1, 2016 |
Acquired entity, name | Savitz Organization |
Flex-Pay Business Services Inc [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Jun. 1, 2016 |
Acquired entity, name | Flex-Pay Business Services, Inc |
Flex-Pay Business Services Inc [Member] | Minimum [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Number of employees covered | 3,600 |
Acquisitions (Third Quarter 201
Acquisitions (Third Quarter 2016) - Additional Information (Detail) - Ed Jacobs & Associates Inc [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Acquired entity, name | Ed Jacobs & Associates, Inc |
Effective date of acquisition | Jul. 1, 2016 |
Acquisitions (Fourth Quarter101
Acquisitions (Fourth Quarter 2016) - Additional Information (Detail) - Actuarial Consultants Inc [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Nov. 1, 2016 |
Acquired entity, name | Actuarial Consultants, Inc |
Acquisitions (First Quarter 102
Acquisitions (First Quarter 2015) - Additional Information (Detail) - Model Consulting, Inc [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Effective date of acquisition | Mar. 1, 2015 |
Acquired entity, name | Model Consulting, Inc. |
Acquisitions (Fourth Quarter103
Acquisitions (Fourth Quarter 2015) - Additional Information (Detail) - Benefit and Insurance Services Practice Group [Member] | 12 Months Ended |
Dec. 31, 2017Participant | |
Pension Resource Group Inc [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Acquired entity, name | Pension Resource Group, Inc |
Effective date of acquisition | Oct. 1, 2015 |
Pension Resource Group Inc [Member] | Minimum [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Number of clients of acquired entity | 500 |
Pension Resource Group Inc [Member] | Maximum [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Number of clients of acquired entity | 60,000 |
Cottonwood [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Acquired entity, name | Cottonwood Group, Inc |
Effective date of acquisition | Dec. 1, 2015 |
Acquisitions - Allocated Aggreg
Acquisitions - Allocated Aggregate Purchase Price of Acquisitions (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Funds held for clients | $ 203,112 | $ 213,457 | |
Goodwill | 528,424 | 487,484 | $ 447,685 |
Pacific Coastal Pension and Insurance Services, Inc. (Pacific Coastal), CMF Associates, LLC (CMF), Slaton Insurance (Slaton) and McKay & Carnahan, Inc. (McKay) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 843 | ||
Accounts receivable, net | 4,338 | ||
Property and equipment | 48 | ||
Other assets | 221 | ||
Identifiable intangible assets | 4,229 | ||
Accounts payable | (1,283) | ||
Accrued liabilities | (3,503) | ||
Total identifiable net assets | 4,893 | ||
Goodwill | 40,587 | ||
Aggregate purchase price | $ 45,480 | ||
Millimaki Eggert, LLP(Millimaki), The Savitz organization (Savitz), Flex-Pay Business Services, Inc (Flex-pay), Ed Jacobs & Associates, Inc (Ed Jacobs), Actuarial Consultants, Inc (ACT), The Seff Group,P.C (Seff) [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 10 | ||
Accounts receivable, net | 6,649 | ||
Funds held for clients | 37,230 | ||
Property and equipment | 440 | ||
Other assets | 294 | ||
Identifiable intangible assets | 22,177 | ||
Accrued liabilities | (1,133) | ||
Client fund obligations | (37,230) | ||
Total identifiable net assets | 28,437 | ||
Goodwill | 34,803 | ||
Aggregate purchase price | $ 63,240 | ||
Model Consulting, Inc. (Model),Pension Resource Group, Inc. (PRG),Cottonwood Group, Inc. (Cottonwood)[Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | 1,501 | ||
Other assets | 52 | ||
Identifiable intangible assets | 7,037 | ||
Accounts payable | (62) | ||
Accrued liabilities | (1,552) | ||
Total identifiable net assets | 6,976 | ||
Goodwill | 13,471 | ||
Aggregate purchase price | $ 20,447 |
Discontinued Operations and 105
Discontinued Operations and Divestitures - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Business | |
Financial Services [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of businesses sold | 2 |
Discontinued Operations and 106
Discontinued Operations and Divestitures - Summarized Financial Information For Discontinued Operations, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |||||||||||
Revenue | $ 6,248 | ||||||||||
Loss from operations of discontinued operations before income tax expense | $ (1,092) | $ (917) | (3,518) | ||||||||
Income tax benefit | (437) | (375) | (1,195) | ||||||||
Loss from operations of discontinued operations, net of tax | $ 121 | $ (206) | $ (418) | $ (152) | $ (121) | $ (133) | $ (258) | $ (30) | $ (655) | $ (542) | (2,323) |
Gain on disposal of discontinued operations, before income tax expense | 1,510 | ||||||||||
Income tax expense | 83 | ||||||||||
Gain on disposal of discontinued operations, net of tax | $ 1,427 |
Quarterly Financial Data (Un107
Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenue | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 178,785 | $ 199,794 | $ 197,015 | $ 224,238 | $ 855,340 | $ 799,832 | $ 750,422 | |
Operating expenses | 189,975 | 184,723 | 188,120 | 192,766 | 171,544 | 174,069 | 173,996 | 178,117 | 755,584 | 697,726 | 652,391 | [1] |
Gross margin | 5,167 | 23,000 | 22,896 | 48,693 | 7,241 | 25,725 | 23,019 | 46,121 | 99,756 | 102,106 | 98,031 | |
Corporate general and administrative expenses | 7,316 | 7,979 | 9,232 | 8,768 | 9,049 | 8,679 | 8,346 | 10,245 | 33,295 | 36,319 | 32,527 | [1] |
Operating income (loss) | (2,149) | 15,021 | 13,664 | 39,925 | (1,808) | 17,046 | 14,673 | 35,876 | 66,461 | 65,787 | 65,504 | |
Other income (expense): | ||||||||||||
Interest expense | (1,689) | (1,777) | (1,692) | (1,517) | (1,574) | (1,760) | (1,733) | (1,526) | (6,675) | (6,593) | (8,902) | |
Gain on sale of operations, net | 23 | 22 | 375 | 329 | 50 | 101 | 45 | 855 | 84 | |||
Other income, net | 5,196 | 2,792 | 3,764 | 2,737 | 1,475 | 2,632 | 703 | 2,147 | 14,489 | 6,957 | 1,146 | [1] |
Total other income (expense), net | 3,507 | 1,015 | 2,095 | 1,242 | 276 | 1,201 | (980) | 722 | 7,859 | 1,219 | (7,672) | |
Income from continuing operations before income tax expense | 1,358 | 16,036 | 15,759 | 41,167 | (1,532) | 18,247 | 13,693 | 36,598 | 74,320 | 67,006 | 57,832 | |
Income tax expense (benefit) | (3,368) | 6,172 | 4,343 | 16,141 | (967) | 7,260 | 5,306 | 14,800 | 23,288 | 26,399 | 22,829 | |
Income (loss) from continuing operations | 4,726 | 9,864 | 11,416 | 25,026 | (565) | 10,987 | 8,387 | 21,798 | 51,032 | 40,607 | 35,003 | |
Loss from operations of discontinued operations, net of tax | 121 | (206) | (418) | (152) | (121) | (133) | (258) | (30) | (655) | (542) | (2,323) | |
Net income (loss) | $ 4,847 | $ 9,658 | $ 10,998 | $ 24,874 | $ (686) | $ 10,854 | $ 8,129 | $ 21,768 | $ 50,377 | $ 40,065 | 34,107 | |
Gain (loss) on disposal of discontinued operations, net of tax | $ 1,427 | |||||||||||
Basic: | ||||||||||||
Continuing operations | $ 0.09 | $ 0.18 | $ 0.21 | $ 0.47 | $ (0.01) | $ 0.21 | $ 0.16 | $ 0.42 | $ 0.95 | $ 0.78 | $ 0.70 | |
Discontinued operations | (0.01) | (0.01) | (0.01) | (0.01) | ||||||||
Net income | 0.09 | 0.18 | 0.20 | 0.47 | (0.01) | 0.21 | 0.16 | 0.42 | 0.94 | 0.77 | 0.69 | |
Diluted: | ||||||||||||
Continuing operations | 0.08 | 0.18 | 0.20 | 0.45 | (0.01) | 0.20 | 0.16 | 0.41 | 0.92 | 0.76 | 0.66 | |
Discontinued operations | (0.01) | (0.01) | (0.01) | (0.01) | ||||||||
Net income | $ 0.08 | $ 0.18 | $ 0.19 | $ 0.45 | $ (0.01) | $ 0.20 | $ 0.16 | $ 0.41 | $ 0.91 | $ 0.75 | $ 0.65 | |
Basic weighted average common shares outstanding | 54,034 | 54,142 | 53,968 | 53,293 | 53,019 | 52,648 | 52,031 | 51,572 | 53,862 | 52,321 | 50,280 | |
Diluted weighted average common shares outstanding | 55,822 | 55,827 | 55,831 | 55,214 | 53,019 | 53,846 | 53,079 | 52,745 | 55,689 | 53,513 | 52,693 | |
[1] | “Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of $0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations. |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Schedule
Segment Disclosures - Schedule of Revenue from External Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 178,785 | $ 199,794 | $ 197,015 | $ 224,238 | $ 855,340 | $ 799,832 | $ 750,422 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 853,802 | 798,420 | 748,971 | ||||||||
Canada [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 1,538 | $ 1,412 | $ 1,451 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 195,142 | $ 207,723 | $ 211,016 | $ 241,459 | $ 178,785 | $ 199,794 | $ 197,015 | $ 224,238 | $ 855,340 | $ 799,832 | $ 750,422 | |
Operating expenses | 189,975 | 184,723 | 188,120 | 192,766 | 171,544 | 174,069 | 173,996 | 178,117 | 755,584 | 697,726 | 652,391 | [1] |
Gross margin | 5,167 | 23,000 | 22,896 | 48,693 | 7,241 | 25,725 | 23,019 | 46,121 | 99,756 | 102,106 | 98,031 | |
Corporate general and administrative expenses | 7,316 | 7,979 | 9,232 | 8,768 | 9,049 | 8,679 | 8,346 | 10,245 | 33,295 | 36,319 | 32,527 | [1] |
Operating income (loss) | (2,149) | 15,021 | 13,664 | 39,925 | (1,808) | 17,046 | 14,673 | 35,876 | 66,461 | 65,787 | 65,504 | |
Other income (expense): | ||||||||||||
Interest expense | (1,689) | (1,777) | (1,692) | (1,517) | (1,574) | (1,760) | (1,733) | (1,526) | (6,675) | (6,593) | (8,902) | |
Gain on sale of operations, net | 23 | 22 | 375 | 329 | 50 | 101 | 45 | 855 | 84 | |||
Other income, net | 5,196 | 2,792 | 3,764 | 2,737 | 1,475 | 2,632 | 703 | 2,147 | 14,489 | 6,957 | 1,146 | [1] |
Total other income (expense), net | 3,507 | 1,015 | 2,095 | 1,242 | 276 | 1,201 | (980) | 722 | 7,859 | 1,219 | (7,672) | |
Income from continuing operations before income tax expense | $ 1,358 | $ 16,036 | $ 15,759 | $ 41,167 | $ (1,532) | $ 18,247 | $ 13,693 | $ 36,598 | 74,320 | 67,006 | 57,832 | |
Operating Segments [Member] | Financial Services [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 540,315 | 501,307 | 476,396 | |||||||||
Operating expenses | 468,089 | 432,254 | 411,325 | [1] | ||||||||
Gross margin | 72,226 | 69,053 | 65,071 | |||||||||
Operating income (loss) | 72,226 | 69,053 | 65,071 | |||||||||
Other income (expense): | ||||||||||||
Other income, net | 158 | 209 | (147) | [1] | ||||||||
Total other income (expense), net | 158 | 209 | (147) | |||||||||
Income from continuing operations before income tax expense | 72,384 | 69,262 | 64,924 | |||||||||
Operating Segments [Member] | Benefits and Insurance Services [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 283,909 | 267,606 | 244,493 | |||||||||
Operating expenses | 236,317 | 223,487 | 202,138 | [1] | ||||||||
Gross margin | 47,592 | 44,119 | 42,355 | |||||||||
Operating income (loss) | 47,592 | 44,119 | 42,355 | |||||||||
Other income (expense): | ||||||||||||
Interest expense | (36) | (39) | (35) | |||||||||
Other income, net | 442 | 367 | 467 | [1] | ||||||||
Total other income (expense), net | 406 | 328 | 432 | |||||||||
Income from continuing operations before income tax expense | 47,998 | 44,447 | 42,787 | |||||||||
Operating Segments [Member] | National Practices [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 31,116 | 30,919 | 29,533 | |||||||||
Operating expenses | 28,382 | 27,697 | 26,417 | [1] | ||||||||
Gross margin | 2,734 | 3,222 | 3,116 | |||||||||
Operating income (loss) | 2,734 | 3,222 | 3,116 | |||||||||
Other income (expense): | ||||||||||||
Other income, net | (8) | 3 | 4 | [1] | ||||||||
Total other income (expense), net | (8) | 3 | 4 | |||||||||
Income from continuing operations before income tax expense | 2,726 | 3,225 | 3,120 | |||||||||
Corporate and Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating expenses | 22,796 | 14,288 | 12,511 | [1] | ||||||||
Gross margin | (22,796) | (14,288) | (12,511) | |||||||||
Corporate general and administrative expenses | 33,295 | 36,319 | 32,527 | [1] | ||||||||
Operating income (loss) | (56,091) | (50,607) | (45,038) | |||||||||
Other income (expense): | ||||||||||||
Interest expense | (6,639) | (6,554) | (8,867) | |||||||||
Gain on sale of operations, net | 45 | 855 | 84 | |||||||||
Other income, net | 13,897 | 6,378 | 822 | [1] | ||||||||
Total other income (expense), net | 7,303 | 679 | (7,961) | |||||||||
Income from continuing operations before income tax expense | $ (48,788) | $ (49,928) | $ (52,999) | |||||||||
[1] | “Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of $0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations. |
Segment Disclosures - Summar111
Segment Disclosures - Summary of Segment Information (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Financial Services [Member] | |
Segment Reporting Information [Line Items] | |
State payroll tax incentive associated with office relocation | $ 0.9 |
Benefits and Insurance Services [Member] | |
Segment Reporting Information [Line Items] | |
State payroll tax incentive associated with office relocation | 0.6 |
Corporate and Other [Member] | |
Segment Reporting Information [Line Items] | |
State payroll tax incentive associated with office relocation | $ 0.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Apr. 01, 2018 | Feb. 08, 2018 | Feb. 01, 2018 | Mar. 01, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Stock repurchase program remaining authorized shares to be repurchased | 3,800,000 | ||||
Expiration date of share authorization | Mar. 31, 2018 | ||||
Laurus Transaction Advisors L L C | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 5.6 | ||||
Scenario, Forecast | |||||
Subsequent Event [Line Items] | |||||
Renewal period of share repurchase | 1 year | ||||
Stock repurchase program authorized to be repurchased | 5,000,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock repurchased, shares | 25,000 | ||||
Stock repurchased, value | $ 0.4 | ||||
Renewal period of share repurchase | 14 years | ||||
Subsequent Event | Laurus Transaction Advisors L L C | |||||
Subsequent Event [Line Items] | |||||
Effective date of acquisition | Feb. 1, 2018 |