New Accounting Pronouncements | NOTE 2. New Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2018 Modification Accounting for Share-Based Payment Awards: Effective January 1, 2018, we adopted ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting.” The new standard clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Modification accounting is required if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. We typically do not change either the terms or conditions of share-based payment awards once they are granted; therefore, this new guidance had no impact on our consolidated financial statements. Restricted Cash - Statement of Cash Flows: Effective January 1, 2018, we adopted ASU No. 2016-18, “Statement of Cash Flows (Topic 230).” The new standard requires that the reconciliation of the beginning and end of period cash amounts shown in the statement of cash flows include restricted cash. When restricted cash is presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet, as well as a disclosure of information about the nature of the restrictions. The adoption of this new standard resulted in a $3.2 million decrease and $1.2 million increase in cash used in operating activities for the first quarter of 2018 and 2017. 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 is recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the accompanying Consolidated Balance Sheets that sum to the total of the same such amount shown in the accompanying Consolidated Statements of Cash Flows (in thousands): March 31, March 31, 2018 2017 Cash and cash equivalents $ 295 $ 2,424 Restricted cash 29,773 26,651 Total cash, cash equivalents and restricted cash $ 30,068 $ 29,075 Statement of Cash Flows: Effective January 1, 2018, we adopted ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments.” The new standard provides guidance on eight specific cash flow issues. The eight specific cash flow issues were not applicable to us under our current practice. Revenue from Contracts with Customers: Effective January 1, 2018, we adopted Topic 606 using the modified retrospective transition method. We recognized the cumulative effect of initially applying the new standard as an adjustment directly to the opening balance of “Retained earnings” at January 1, 2018. The comparative information has not been restated and continues to be reported under the legacy standard. We evaluate our revenue contracts with customers based on the five-step model under Topic 606; (i) identify the contract with the customer; (ii) identify the performance obligation in the contract; (iii) determine the contract price; (iv) allocate the transaction price; and (v) recognize revenue (or as) each performance obligation is satisfied. If we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. Revenue recognition is consistent under both the legacy standard and Topic 606 for the majority of our revenue streams, with the exception of two business units within our Benefits and Insurance Services practice group. The revenue recognition policies in our Benefits and Insurance Services practice group have been modified under the new standard. • In our Property and Casualty business unit, commission revenue under agency billing arrangements (we bill the insured, collect the funds and remit the premium to the insurance carrier less our commissions) was previously recognized as of the later of the effective date of the insurance policy or the date billed to the customer. We now recognize the commission revenue on the effective date of the insurance policy. Also in our Property and Casualty business unit, commission revenue under direct billing arrangements (the insurance carrier bills the insured directly and remits the commissions to us) was previously recognized when the data necessary from the carriers was available, whereas now we recognize the commission revenue on the effective date of the insurance policy. • In our Retirement Plan Services business unit, certain defined benefit administration arrangements charge new clients an initial, non-refundable, set-up fee as part of a multi-year service agreement. Previously, these fees were recognized over the initial set up period, whereas now we defer the set-up fees and associated costs and recognize them over the life of the contract or the expected customer relationship, whichever is longer. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet was as follows (in thousands): Balance at Balance at December 31, Adjustments due to January 1, Balance Sheet 2017 Topic 606 2018 ASSETS Accounts receivable, net $ 188,300 $ 9,446 $ 197,746 Other current assets 259,873 80 259,953 Other non-current assets 728,058 728 728,786 Total assets $ 1,176,231 $ 10,254 $ 1,186,485 LIABILITIES Accounts payable 51,375 6,281 57,656 Accrued personnel costs 45,264 595 45,859 Other current liabilities 237,607 113 237,720 Deferred income taxes, net 3,339 631 3,970 Other non-current liabilities 307,767 1,012 308,779 Total liabilities 645,352 8,632 653,984 STOCKHOLDERS' EQUITY Retained earnings 345,302 1,622 346,924 Other stockholders' equity 185,577 — 185,577 Total stockholders' equity 530,879 1,622 532,501 Total liabilities and stockholders' equity $ 1,176,231 $ 10,254 $ 1,186,485 The following tables summarize the impact of adopting Topic 606 on our consolidated financial statements for the first quarter of 2018 (in thousands): Balances without First Quarter 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 261,336 $ (12,623 ) $ 248,713 Other current assets 202,226 (80 ) 202,146 Other non-current assets 750,791 (707 ) 750,084 Total assets $ 1,214,353 $ (13,410 ) $ 1,200,943 LIABILITIES Accounts payable $ 63,157 $ (8,990 ) $ 54,167 Accrued personnel costs 30,790 (646 ) 30,144 Other current liabilities 194,394 (115 ) 194,279 Deferred income taxes, net 2,791 (745 ) 2,046 Other non-current liabilities 351,605 (981 ) 350,624 Total liabilities 642,737 (11,477 ) 631,260 STOCKHOLDERS' EQUITY Retained earnings 382,775 (1,933 ) 380,842 Other stockholders' equity 188,841 — 188,841 Total shareholders' equity 571,616 (1,933 ) 569,683 Total liabilities and stockholders' equity $ 1,214,353 $ (13,410 ) $ 1,200,943 Balances without First Quarter 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 266,090 $ (498 ) $ 265,592 Operating expenses 204,750 (73 ) 204,677 Gross margin 61,340 (425 ) 60,915 Corporate general and administrative expenses 10,028 — 10,028 Operating income 51,312 (425 ) 50,887 Other (expense) income: Interest expense (1,780 ) — (1,780 ) Gain on sale of operations, net 663 — 663 Other expense, net (1,229 ) — (1,229 ) Total other expense, net (2,346 ) — (2,346 ) Income from continuing operations before income tax expense 48,966 (425 ) 48,541 Income tax expense 13,156 (114 ) 13,042 Income from continuing operations 35,810 (311 ) 35,499 Gain from discontinued operations, net of tax 41 — 41 Net income $ 35,851 $ (311 ) $ 35,540 Balances without First Quarter 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 35,851 $ (311 ) $ 35,540 Adjustments to reconcile net income to net cash provided by operating activities: 7,906 — 7,906 Changes in assets and liabilities, net of acquisitions and divestitures: — Accounts receivable, net (64,111 ) 3,177 (60,934 ) Other assets (2,571 ) (22 ) (2,593 ) Accounts payable 5,501 (2,708 ) 2,793 Accrued personnel costs (15,262 ) (51 ) (15,313 ) Other liabilities (3,366 ) (85 ) (3,451 ) Other 15,413 — 15,413 Operating cash flows used in continuing operations (20,639 ) — (20,639 ) Operating cash flows provided by discontinued operations 139 — 139 Net cash used in operating activities (20,500 ) — (20,500 ) Net provided by investing activities 37,455 — 37,455 Net cash used in financing activities (20,296 ) — (20,296 ) Net decrease in cash, cash equivalents and restricted cash (3,341 ) — (3,341 ) Cash, cash equivalents and restricted cash at beginning of year 33,409 — 33,409 Cash, cash equivalents and restricted cash at end of period $ 30,068 — $ 30,068 Accounting Standards Not Yet Adopted Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: In February 2018, the FASB issued ASU No. 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220)” which allows the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods, with early adoption permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Derivatives and Hedging: In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities.” The new standard improves and simplifies accounting rules for hedge accounting to better present the economic results of an entity’s risk management activities in its financial statements and improves the disclosures of hedging arrangements. Additionally, it simplifies the hedge documentation and effectiveness assessment requirements. The updated guidance is effective for us beginning January 1, 2019. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Leases: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, “Leases.” The new 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 evaluating the impact of this new guidance on our consolidated financial statements by analyzing the key lease agreement terms for all lease agreements. As outlined in Note 10, Lease Commitments, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, we have approximately $200 million in future minimum cash commitments under operating leases. We expect the adoption of ASU 2016-02 to have a material effect on our consolidated balance sheet, but we do not expect this new guidance to have a material impact on our results of operations, our liquidity or our debt covenant compliance under our current credit agreements. |