Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CBZ | |
Entity Registrant Name | CBIZ, Inc. | |
Entity Central Index Key | 944,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 55,323,170 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,921 | $ 424 |
Restricted cash | 39,535 | 32,985 |
Accounts receivable, net | 245,639 | 188,300 |
Income taxes refundable/receivable | 813 | |
Other current assets | 27,873 | 22,539 |
Current assets before funds held for clients | 314,968 | 245,061 |
Funds held for clients | 131,304 | 203,112 |
Total current assets | 446,272 | 448,173 |
Non-current assets: | ||
Property and equipment, net | 28,649 | 26,081 |
Goodwill and other intangible assets, net | 640,312 | 613,206 |
Assets of deferred compensation plan | 89,987 | 85,589 |
Notes receivable | 906 | 620 |
Other non-current assets | 3,998 | 2,562 |
Total non-current assets | 763,852 | 728,058 |
Total assets | 1,210,124 | 1,176,231 |
Current liabilities: | ||
Accounts payable | 80,823 | 51,375 |
Income taxes payable | 6,987 | |
Accrued personnel costs | 42,750 | 45,264 |
Notes payable | 1,632 | 1,861 |
Contingent purchase price liability | 27,344 | 15,151 |
Other current liabilities | 13,587 | 17,013 |
Current liabilities before client fund obligations | 173,123 | 130,664 |
Client fund obligations | 132,289 | 203,582 |
Total current liabilities | 305,412 | 334,246 |
Non-current liabilities: | ||
Bank debt | 180,200 | 178,500 |
Debt issuance costs | (1,707) | (828) |
Total long-term debt | 178,493 | 177,672 |
Notes payable | 1,653 | 2,164 |
Income taxes payable | 4,574 | 4,454 |
Deferred income taxes, net | 4,000 | 3,339 |
Deferred compensation plan obligations | 89,987 | 85,589 |
Contingent purchase price liability | 19,184 | 22,423 |
Other non-current liabilities | 17,995 | 15,465 |
Total non-current liabilities | 315,886 | 311,106 |
Total liabilities | 621,298 | 645,352 |
STOCKHOLDERS' EQUITY | ||
Common stock | 1,311 | 1,301 |
Additional paid in capital | 686,983 | 675,504 |
Retained earnings | 395,881 | 345,302 |
Treasury stock | (495,455) | (491,046) |
Accumulated other comprehensive income (loss) | 106 | (182) |
Total stockholders’ equity | 588,826 | 530,879 |
Total liabilities and stockholders’ equity | $ 1,210,124 | $ 1,176,231 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Revenue | $ 232,641 | $ 211,016 | $ 498,731 | $ 452,475 |
Operating expenses | 205,102 | 188,120 | 409,852 | 380,886 |
Gross margin | 27,539 | 22,896 | 88,879 | 71,589 |
Corporate general and administrative expenses | 9,993 | 9,232 | 20,021 | 18,000 |
Operating income (loss) | 17,546 | 13,664 | 68,858 | 53,589 |
Other (expense) income: | ||||
Interest expense | (1,817) | (1,692) | (3,597) | (3,209) |
Gain on sale of operations, net | 23 | 663 | 45 | |
Other income (expense), net | 630 | 3,764 | (599) | 6,501 |
Total other (expense) income, net | (1,187) | 2,095 | (3,533) | 3,337 |
Income from continuing operations before income tax expense | 16,359 | 15,759 | 65,325 | 56,926 |
Income tax expense | 3,238 | 4,343 | 16,394 | 20,484 |
Income from continuing operations | 13,121 | 11,416 | 48,931 | 36,442 |
(Loss) gain from discontinued operations, net of tax | (15) | (418) | 26 | (570) |
Net income | $ 13,106 | $ 10,998 | $ 48,957 | $ 35,872 |
Basic: | ||||
Continuing operations | $ 0.24 | $ 0.21 | $ 0.90 | $ 0.68 |
Discontinued operations | (0.01) | (0.01) | ||
Net income | 0.24 | 0.20 | 0.90 | 0.67 |
Diluted: | ||||
Continuing operations | 0.23 | 0.20 | 0.87 | 0.66 |
Discontinued operations | (0.01) | (0.01) | ||
Net income | $ 0.23 | $ 0.19 | $ 0.87 | $ 0.65 |
Basic weighted average shares outstanding | 54,594 | 53,968 | 54,334 | 53,632 |
Diluted weighted average shares outstanding | 56,437 | 55,831 | 56,166 | 55,530 |
Comprehensive income: | ||||
Net income | $ 13,106 | $ 10,998 | $ 48,957 | $ 35,872 |
Other comprehensive income, net of tax | 174 | 37 | 288 | 217 |
Comprehensive income | $ 13,280 | $ 11,035 | $ 49,245 | $ 36,089 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported [Member] | Cumulative Effect Adjustment [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Treasury Stock [Member] | Treasury Stock [Member]Previously Reported [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Previously Reported [Member] | Retained Earnings [Member] | Retained Earnings [Member]Previously Reported [Member] | Retained Earnings [Member]Cumulative Effect Adjustment [Member] | Accumulated Other Comprehensive (Loss) Gain [Member] | Accumulated Other Comprehensive (Loss) Gain [Member]Previously Reported [Member] |
Balance, Amount at Dec. 31, 2017 | $ 530,879 | $ 530,879 | $ 1,622 | $ 1,301 | $ (491,046) | $ 675,504 | $ 345,302 | $ 1,622 | $ (182) | |||||
Balance, Amount (Accounting Standards Update 2014-09 [Member]) at Dec. 31, 2017 | 532,501 | $ 1,301 | $ (491,046) | $ 675,504 | $ 346,924 | $ (182) | ||||||||
Balance, Shares at Dec. 31, 2017 | 130,075 | 75,484 | ||||||||||||
Balance, Shares (Accounting Standards Update 2014-09 [Member]) at Dec. 31, 2017 | 130,075 | 75,484 | ||||||||||||
Net income | 48,957 | 48,957 | ||||||||||||
Other comprehensive income | 288 | 288 | ||||||||||||
Share repurchases | (4,409) | $ (4,409) | ||||||||||||
Share repurchases, Shares | 219 | |||||||||||||
Restricted stock | $ 4 | (4) | ||||||||||||
Restricted stock, Shares | 272 | |||||||||||||
Stock options exercised | $ 4,425 | $ 5 | 4,420 | |||||||||||
Stock options exercised, Shares | 616 | 616 | ||||||||||||
Share-based compensation | $ 3,850 | 3,850 | ||||||||||||
Business acquisitions | 3,214 | $ 1 | 3,213 | |||||||||||
Business acquisitions, Shares | 169 | |||||||||||||
Balance, Amount at Jun. 30, 2018 | $ 588,826 | $ 1,311 | $ (495,455) | $ 686,983 | $ 395,881 | $ 106 | ||||||||
Balance, Shares at Jun. 30, 2018 | 131,132 | 75,703 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 48,957 | $ 35,872 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 11,676 | 11,279 |
Bad debt expense, net of recoveries | 3,172 | 2,439 |
Adjustment to contingent earnout liability | 3,050 | (756) |
Stock-based compensation expense | 3,850 | 2,790 |
Other noncash adjustments | (2,840) | (1,115) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable, net | (44,774) | (40,997) |
Other assets | (4,955) | (263) |
Accounts payable | 18,796 | 14,376 |
Income taxes payable | 10,245 | 8,762 |
Accrued personnel costs | (3,302) | (9,598) |
Other liabilities | (2,617) | 1,989 |
Operating cash flows provided by continuing operations | 41,258 | 24,778 |
Operating cash flows used in discontinued operations | (152) | (540) |
Net cash provided by operating activities | 41,106 | 24,238 |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (23,740) | (26,561) |
Purchases of client fund investments | (10,345) | (11,788) |
Proceeds from the sales and maturities of client fund investments | 7,273 | 4,375 |
Increase in funds held for clients | 74,428 | 72,417 |
Additions to property and equipment, net | (5,493) | (6,749) |
Collection of notes receivable | 348 | 63 |
Net cash provided by investing activities | 42,471 | 31,757 |
Cash flows from financing activities: | ||
Proceeds from bank debt | 439,000 | 308,000 |
Payment of bank debt | (437,300) | (288,800) |
Payment for acquisition of treasury stock | (4,409) | (5,675) |
Decrease in client funds obligations | (71,293) | (65,041) |
Proceeds from exercise of stock options | 4,425 | 5,649 |
Payment of contingent consideration for acquisitions | (4,632) | (5,211) |
Other, net | (1,321) | (206) |
Net cash used in financing activities | (75,530) | (51,284) |
Net increase in cash, cash equivalents and restricted cash | 8,047 | 4,711 |
Cash, cash equivalents and restricted cash at beginning of year | 33,409 | 31,374 |
Cash, cash equivalents and restricted cash at end of period | $ 41,456 | $ 36,085 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business: 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 16, Segment Disclosures, to the accompanying consolidated financial statements. Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us”, or “our”), after elimination of all intercompany balances and transactions. These condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. Unaudited Interim Financial Statements: The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In the opinion of CBIZ management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2018. Use of Estimates: The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Effective January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2015-14, “Revenue from Contracts with Customers” (“Topic 606”). As a result, we have changed our accounting policy for r evenue recognition as described below in Note 2, New Accounting Pronouncements. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
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 of the Company. 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, the adoption of 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 a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 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 decrease of $6.6 million and $7.0 million in cash used in operating activities for the six months ended June 30, 2018 and 2017, respectively. 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. 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): June 30 June 30 2018 2017 Cash and cash equivalents $ 1,921 $ 1,161 Restricted cash 39,535 34,924 Total cash, cash equivalents and restricted cash $ 41,456 $ 36,085 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 application of this guidance did not have a material effect on the presentation of our Statement of Cash Flows. 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, pursuant to which we: (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 when 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 as follows. • In our Property and Casualty business unit, commission revenue under agency billing arrangements (pursuant to which 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 (pursuant to which 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 Adjustments Balance at December 31, 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 periods indicated below (in thousands): Balances without Second Quarter 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 245,639 $ (11,886 ) $ 233,753 Other current assets 200,633 (80 ) 200,553 Other non-current assets 763,852 (687 ) 763,165 Total assets $ 1,210,124 $ (12,653 ) $ 1,197,471 LIABILITIES Accounts payable $ 80,823 $ (7,799 ) $ 73,024 Accrued personnel costs 42,750 (582 ) 42,168 Other current liabilities 181,839 (114 ) 181,725 Deferred income taxes, net 4,000 (870 ) 3,130 Other non-current liabilities 311,886 (953 ) 310,933 Total liabilities 621,298 (10,318 ) 610,980 STOCKHOLDERS' EQUITY Retained earnings 395,881 (2,335 ) 393,546 Other stockholders' equity 192,945 — 192,945 Total shareholders' equity 588,826 (2,335 ) 586,491 Total liabilities and stockholders' equity $ 1,210,124 $ (12,653 ) $ 1,197,471 Balances without Three Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 232,641 $ (483 ) $ 232,158 Operating expenses 205,102 44 205,146 Gross margin 27,539 (527 ) 27,012 Corporate general and administrative expenses 9,993 — 9,993 Operating income 17,546 (527 ) 17,019 Other (expense) income: Interest expense (1,817 ) — (1,817 ) Gain on sale of operations, net — — — Other income, net 630 — 630 Total other expense, net (1,187 ) — (1,187 ) Income from continuing operations before income tax expense 16,359 (527 ) 15,832 Income tax expense 3,238 (125 ) 3,113 Income from continuing operations 13,121 (402 ) 12,719 Loss from discontinued operations, net of tax (15 ) — (15 ) Net income $ 13,106 $ (402 ) $ 12,704 Balances without Six Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 498,731 $ (981 ) $ 497,750 Operating expenses 409,852 (29 ) 409,823 Gross margin 88,879 (952 ) 87,927 Corporate general and administrative expenses 20,021 — 20,021 Operating income 68,858 (952 ) 67,906 Other (expense) income: Interest expense (3,597 ) — (3,597 ) Gain on sale of operations, net 663 — 663 Other expense, net (599 ) — (599 ) Total other expense, net (3,533 ) — (3,533 ) Income from continuing operations before income tax expense 65,325 (952 ) 64,373 Income tax expense 16,394 (239 ) 16,155 Income from continuing operations 48,931 (713 ) 48,218 Gain from discontinued operations, net of tax 26 — 26 Net income $ 48,957 $ (713 ) $ 48,244 Balances without Six Months Ended June 30, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 48,957 $ (713 ) $ 48,244 Adjustments to reconcile net income to net cash provided by operating activities: 18,908 — 18,908 Changes in assets and liabilities, net of acquisitions and divestitures: — Accounts receivable, net (44,774 ) 2,440 (42,334 ) Other assets (4,955 ) (41 ) (4,996 ) Accounts payable 18,796 (1,518 ) 17,278 Accrued personnel costs (3,302 ) 13 (3,289 ) Other liabilities (2,617 ) (181 ) (2,798 ) Other 10,245 — 10,245 Operating cash flows provide by continuing operations 41,258 — 41,258 Operating cash flows used in discontinued operations (152 ) — (152 ) Net cash provided by operating activities 41,106 — 41,106 Net provided by investing activities 42,471 — 42,471 Net cash used in financing activities (75,530 ) — (75,530 ) Net increase in cash, cash equivalents and restricted cash 8,047 — 8,047 Cash, cash equivalents and restricted cash at beginning of year 33,409 — 33,409 Cash, cash equivalents and restricted cash at end of period $ 41,456 — $ 41,456 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)” which supersedes ASC Topic 840, “Leases.” The new standard requires lessees to recognize a right-of-use asset and a lease on the balance sheet for all leases except for leases with a term of 12 months or less. For lessees, leases will continue to be classified as either operating or finance leases. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. We plan to adopt the standard on its effective date of January 1, 2019 and apply the package of practical expedients available to us upon adoption. 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 are currently evaluating and compiling a list of our real estate leases and other leases and analyzing the key lease agreement terms. Based on our analysis to date, we expect the new standard to have a material effect on our consolidated balance sheet. Based on the future minimum payments under non-cancellable operating leases as of June 30, 2018, we would expect to record approximately $200 million of lease related assets, discounted to fair value, on our consolidated balance sheet to both our assets and liabilities, with no impact on our equity. The new standard is not expected to have a material impact on our results of operations, our liquidity or our debt covenant compliance under our current credit agreements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue | Note 3. Revenue In accordance with the new revenue recognition standard requirements, the following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 151,737 $ — $ — $ 151,737 Core Benefits and Insurance Services — 68,978 — 68,978 Non-core Benefits and Insurance Services — 3,775 — 3,775 Managed networking, hardware services — — 6,121 6,121 National Practices consulting — — 2,030 2,030 Total revenue $ 151,737 $ 72,753 $ 8,151 $ 232,641 Six Months Ended June 30, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 332,340 $ — $ — $ 332,340 Core Benefits and Insurance Services — 143,100 — 143,100 Non-core Benefits and Insurance Services — 6,983 — 6,983 Managed networking, hardware services — — 12,079 12,079 National Practices consulting — — 3,999 3,999 Other — — 230 230 Total revenue $ 332,340 $ 150,083 $ 16,308 $ 498,731 Financial Services Revenue primarily consists of professional service fees derived from traditional accounting services, tax return preparation, administrative services, financial and risk advisory, consulting and valuation services. Clients are billed for these services based upon a fixed-fee, an hourly rate, or an outcome-based fee. Time related to the performance of all services is maintained in a time and billing system. Revenue for fixed-fee arrangements is recognized over time with the performance obligation measured in hours worked and anticipated realization. Time and expense arrangement revenue is recognized over time with progress measured towards completion with value being transferred through our hourly fee arrangement at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses (in accordance with practical expedient ASC 606-10-55-18). The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known. Outcome-based arrangement revenue is fully constrained and recognized when the constraint is lifted at a point in time when the value is determined and verified by a third party. Benefits and Insurance Services Core Benefits and Insurance Services consists of group health benefits consulting, property and casualty, retirement plan services and payroll processing services. Revenue consists primarily of fee income for administering health and retirement plans and brokerage and agency commissions. Revenue also includes investment income related to client payroll funds that are held in CBIZ accounts, as is industry practice. Under the new revenue recognition standard, the cost to obtain a contract must be capitalized unless the contract period is one year or less. We have applied a practical expedient related to commissions paid internally and continue to expense the commissions as incurred since the majority of our contract periods are one year or less. Revenue related to group health benefits consulting consists of (i) commissions, (ii) fee income which can be fixed or variable based on a price per participant and (iii) contingent revenue. • Commission revenue and fee income are recognized over the contract period as these services are provided to clients continuously throughout the term of the arrangement. Our customers benefit from each month of service on its own and although volume and the number of participants may differ month to month, the obligation to perform substantially remains the same. • Contingent revenue arrangements are related to carrier-based performance targets. Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue. Revenue will be recognized when the constraint has been lifted which is the earlier of written notification that the target has been achieved or cash collection. Contingent revenue is not a significant revenue stream to our consolidated financial position or results of operations. Revenue related to property and casualty consists of (i) commissions and (ii) contingent revenue. • Commissions relating to agency billing arrangements (pursuant to which we bill the insured, collect the funds and forward the premium to the insurance carrier less our commission) and direct billing arrangements (pursuant to which the insurance carrier bills the insured directly and forwards the commission to us) are both recognized on the effective date of the policy. Commission revenue is reported net of reserves for estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and assumptions using historical cancellation and termination experience and other current factors to project future experience. • Contingent revenue arrangements related to carrier-based performance targets include claim loss experience and other factors. Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue. Revenue will be recognized when the constraint has been lifted which is the earlier of written notification that the target has been achieved or cash collection. Contingent revenue is not a significant revenue stream to our consolidated financial position or results of operations. Revenue related to retirement plan services consist of advisory, third party administration, and actuarial services. • Advisory revenue is based on the value of assets under management with fees recognized when the quarterly data becomes available. • Third party administration revenue is recognized over the contract period as these services are provided to clients continuously throughout the term of the arrangement. Our clients benefit from each month of service on its own and although volume may differ month to month, the obligation to perform substantially remains the same. • Actuarial revenue is recognized over the contract period with performance measured in hours in relation to the expected total hours. Under certain defined benefit plan administration arrangements, we charge new clients an initial, non-refundable, set-up fee as part of a multi-year service agreement. Revenue and costs related to the set-up fees are deferred and recognized over the life of the contract or the expected customer relationship, whichever is longer. Revenue related to payroll processing consists of a (i) fixed fee or (ii) variable fee based on a price per employee or check processed. Revenue is recognized when the actual payroll processing occurs. Our customers benefit from each month of service on its own and although volume and the variability may differ month to month, the obligation to perform substantially remains the same. Non-core Benefits and Insurance Services consists of transactional businesses that tend to fluctuate. These include life insurance, wholesale agency benefits and talent and compensation services. National Practices Managed networking, hardware services revenue consists of installation, maintenance and repair of computer hardware. These services are charged to a single customer based on cost plus an agreed-upon markup percentage, which has existed since 1999. National Practices consulting revenue is based upon a fixed fee, an hourly rate, or a percentage of savings. Revenue for fixed fee and time and expense arrangements is recognized over the performance period based upon actual hours incurred. Transaction Price Allocated to Future Obligations The new revenue recognition standard requires us to disclose the aggregate amount of transaction price allocated to performance obligations that have not yet been satisfied as of June 30, 2018. The guidance provides certain practical expedients that limit this requirement, including performance obligations that are part of a contract that is one year or less. Since the majority of our contracts are one year or less, we have applied this practical expedient related to quantifying remaining performance obligations. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 4. Accounts Receivable, Net Accounts receivable, net, at June 30, 2018 and December 31, 2017 were as follows (in thousands): June 30, December 31, 2018 2017 Trade accounts receivable $ 181,572 $ 139,730 Unbilled revenue, at net realizable value 79,527 62,397 Total accounts receivable 261,099 202,127 Allowance for doubtful accounts (15,460 ) (13,827 ) Accounts receivable, net $ 245,639 $ 188,300 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Note 5. Goodwill and Other Intangible Assets, Net The components of goodwill and other intangible assets, net, at June 30, 2018 and December 31, 2017 were as follows (in thousands): June 30, December 31, 2018 2017 Goodwill $ 560,688 $ 528,424 Intangible assets: Client lists 180,070 177,221 Other intangible assets 9,366 8,767 Total intangible assets 189,436 185,988 Total goodwill and intangibles assets 750,124 714,412 Accumulated amortization: Client lists (105,048 ) (97,063 ) Other intangible assets (4,764 ) (4,143 ) Total accumulated amortization (109,812 ) (101,206 ) Goodwill and other intangible assets, net $ 640,312 $ 613,206 |
Depreciation and Amortization
Depreciation and Amortization | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
Depreciation and Amortization | Note 6. Depreciation and Amortization Depreciation and amortization expense for property and equipment and intangible assets for the three and six months ended June 30, 2018 and 2017 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Operating expenses $ 5,825 $ 5,546 $ 11,507 $ 11,089 Corporate general and administrative expenses 76 92 169 190 Total depreciation and amortization expense $ 5,901 $ 5,638 $ 11,676 $ 11,279 |
Debt and Financing Arrangements
Debt and Financing Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 7. Debt and Financing Arrangements On April 3, 2018, we amended and restated our $400 million unsecured credit facility (as so amended and restated, the “2018 credit facility”), by and among CBIZ Operations, Inc., CBIZ, Inc., and Bank of America, N.A., as administrative agent and bank, and other participating banks. The 2018 credit facility amends and restates our credit agreement (prior to being amended and restated by the 2018 credit facility, the “2014 credit facility”), dated as of July 28, 2014, as amended by the First Amendment to credit agreement, dated as of April 10, 2015, and as amended by the Second Amendment to credit agreement, as filed on November 3, 2015. The 2018 credit facility extends the maturity date from 2019 to 2023, and continues to provide for a $400 million revolving loan commitment. The 2018 credit facility improves our borrowing margin related to leverage ratio and increases the flexibility of certain covenant baskets, as compared to the 2014 credit facility. In connection with our 2018 credit facility, we incurred approximately $1.1 million of financing costs during the second quarter of 2018, which have been deferred as other assets on our Consolidated Balance Sheets. These deferred financing costs are being amortized as interest expense on a straight line basis over the term of 2018 credit facility. The 2018 credit facility provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases. In addition to the discussion below, refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for additional details of our debt and financing arrangements. Bank Debt The balance outstanding under the 2018 credit facility and the 2014 credit facility was $180.2 million and $178.5 million at June 30, 2018 and December 31, 2017, respectively. Rates for the three months ended June 30, 2018 and 2017 were as follows: Six Months Ended June 30, 2018 2017 Weighted average rates 3.03% 2.60% Range of effective rates 2.37% - 5.00% 2.19% - 4.75% We have approximately $200 million of available funds under the 2018 credit facility at June 30, 2018, net of outstanding letters of credit of $0.9 million. As of June 30, 2018, we were in compliance with our debt covenants. Interest Expense During the three months ended June 30, 2018 and 2017, interest expense under the 2018 credit facility and the 2014 credit facility was $1.8 million and $1.7 million, respectively. During the six months ended June 30, 2018 and 2017, interest expense under the 2018 credit facility and 2014 credit facility was $3.6 million and $3.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies 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 $0.9 million and $2.3 million at June 30, 2018 and December 31, 2017, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.9 million and $2.5 million at June 30, 2018 and December 31, 2017, 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. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | Note 9. Financial Instruments Bonds We held corporate and municipal bonds with par values totaling $52.6 million and $49.5 million at June 30, 2018 and December 31, 2017, respectively. All bonds are investment grade and are classified as available-for-sale. These bonds have maturity or callable dates ranging from July 2018 through November 2023, and are included in “Funds held for clients – current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions. The following table summarizes our bond activity for the six months ended June 30, 2018 and the twelve months ended December 31, 2017 (in thousands): Six Months Ended Twelve Months Ended June 30, 2018 December 31, 2017 Fair value at beginning of period $ 51,101 $ 44,573 Purchases 10,345 15,546 Redemptions (1,098 ) (940 ) Maturities (6,175 ) (7,845 ) Decrease in bond premium (48 ) (160 ) Fair market value adjustment (451 ) (73 ) Fair value at end of period $ 53,674 $ 51,101 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. See our Annual Report on Form 10-K for the year ended December 31, 2017 for further discussion on our interest rate swaps. During the second quarter of 2018, we entered into an additional interest rate swap with a notional value of $15 million at a fixed interest rate of 2.64% maturing in 5 years. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,892 Other non-current assets Interest rate swaps $ 15,000 $ 58 Other current assets December 31, 2017 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swaps $ 15,000 $ 76 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 as of June 30, 2018 is (i) $15 million – 1.155%, (ii) $25 million – 1.300% - October 2020, (iii) $10 million – 1.120% - February 2021, (iv) $20 million – 1.770% - May 2022, and (v) $15 million – 2.64% - June 2023. Refer to Note 10, Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes the effects of the interest rate swaps on the accompanying Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017 (in thousands): Gain (Loss) Recognized in AOCL, net of tax (Loss) Gain Reclassified from AOCL into Expense Three Months Ended Three Months Ended June 30, June 30, 2018 2017 2018 2017 Interest rate swap $ 176 $ (22 ) $ (87 ) $ 42 Six Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Interest rate swap $ 626 $ 71 $ (125 ) $ 100 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements The following table summarizes our assets and liabilities at June 30, 2018 and December 31, 2017, respectively, 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 June 30, 2018 December 31, 2017 Deferred compensation plan assets 1 $ 89,987 $ 85,589 Corporate and municipal bonds 1 $ 53,674 $ 51,101 Deferred compensation plan liabilities 1 $ (89,987 ) $ (85,589 ) Interest rate swaps 2 $ 1,950 $ 1,131 Contingent purchase price liabilities 3 $ (46,528 ) $ (37,574 ) During the six months ended June 30, 2018 and 2017, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2018 and 2017 (pre-tax basis) (in thousands): 2018 2017 Beginning balance – January 1 $ (37,574 ) $ (33,709 ) Additions from business acquisitions (12,361 ) (17,526 ) Settlement of contingent purchase price liabilities 6,457 7,253 Change in fair value of contingencies (2,562 ) 1,032 Change in net present value of contingencies (488 ) (276 ) Ending balance – June 30 $ (46,528 ) $ (43,226 ) 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. Refer to Note 14, Acquisitions, for further discussion of our acquisitions and contingent purchase price liabilities. 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. |
Other Comprehensive Income
Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Other Comprehensive Income | Note 11. Other Comprehensive Income The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net unrealized gain (loss) on available-for-sale securities, net of income taxes (1) $ 4 $ 62 $ (326 ) $ 151 Net unrealized gain (loss) on interest rate swaps, net of income taxes (2) 176 (22 ) 626 71 Foreign currency translation (6 ) (3 ) (12 ) (5 ) Total other comprehensive income $ 174 $ 37 $ 288 $ 217 (1) Net of income tax expense of $1 and $41 for the three months ended June 30, 2018 and 2017, respectively, and net of income tax (benefit) expense of ($121) and $100 for the six months ended June 30, 2018 and 2017, respectively. (2) Net of income tax expense (benefit) of $54 and ($13) for the three months ended June 30, 2018 and 2017, respectively, and net of income tax expense of $193 and $42 for the six months ended June 30, 2018 and 2017, respectively. Accumulated other comprehensive income (loss), net of tax, was approximately $0.1 million and ($0.2) million for the period ending June 30, 2018 and December 31, 2017, respectively. Accumulated other comprehensive income (loss) consisted of adjustments, net of tax, for unrealized gains and losses on available-for-sale securities and interest rate swaps, and foreign currency translation. |
Employee Share Plans
Employee Share Plans | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Share Plans | Note 12. Employee Share Plans We grant various share-based awards under the CBIZ, Inc. 2014 Stock Incentive Plan (the “2014 Plan”), which expires in 2024. 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, shares of restricted stock or other stock-based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but unissued shares of CBIZ common stock or treasury shares. Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2018 and 2017 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Stock options $ 1,030 $ 524 $ 1,548 $ 1,050 Restricted stock awards 1,383 891 2,302 1,740 Total stock-based compensation expense $ 2,413 $ 1,415 $ 3,850 $ 2,790 Stock award activity during the six months ended June 30, 2018 was as follows (in thousands, except per share data): Stock Options Restricted Stock Awards Number of Options Weighted Average Exercise Per Share Number of Shares Weighted Grant-Date Fair Value (1) Outstanding at beginning of year 3,844 $ 9.67 724 $ 11.78 Granted 642 $ 19.45 272 $ 18.77 Exercised or released (616 ) $ 7.19 (362 ) $ 11.19 Expired or canceled — $ — — $ — Outstanding at June 30, 2018 3,870 $ 11.69 634 $ 15.33 Exercisable at June 30, 2018 2,254 $ 9.03 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. We utilized the Black-Scholes-Merton options-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the second quarter of 2018 was $4.73. The following weighted average assumptions were utilized: Six Months Ended June 30, Expected volatility (1) 22.04 % Expected option life (years) (2) 4.62 Risk-free interest rate (3) 2.80 % Expected dividend yield (4) 0.00 % (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 for the option to vest. (3) The risk-free interest rate assumption was based upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Income from continuing operations $ 13,121 $ 11,416 $ 48,931 $ 36,442 Denominator: Basic Weighted average common shares outstanding 54,594 53,968 54,334 53,632 Diluted Stock options (1) 1,550 1,544 1,500 1,524 Restricted stock awards (1) 290 319 329 374 Contingent shares (2) 3 — 3 — Diluted weighted average common shares outstanding 56,437 55,831 56,166 55,530 Basic earnings per share from continuing operations $ 0.24 $ 0.21 $ 0.90 $ 0.68 Diluted earnings per share from continuing operations $ 0.23 $ 0.20 $ 0.87 $ 0.66 (1) A total of 0.4 million and 0.7 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2018, respectively, and a total of 0.5 million and 0.2 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2017, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. Refer to Note 14, Acquisitions, for further details. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 14. Acquisitions Our acquisition strategy focuses on businesses with a leadership team that is committed to best in class culture, extraordinary client service and cross-serving potential. CBIZ has a long history of acquiring businesses that share common cultural values with us and provide value-added services to the small and midsize business market. The valuation of any business is a subjective process and includes industry, geography, profit margins, expected cash flows, client retention, nature of recurring or non-recurring project-based work, growth rate assumptions and competitive market conditions. 2018 During the first half of 2018, we acquired substantially all of the assets of two businesses; InR Advisory Services, LLC (“InR”), effective April 1, 2018, and Laurus Transaction Advisors, LLC (“Laurus”), effective February 1, 2018. InR, located in Media, Pennsylvania, provides investment advisory services for public and private sector clients and non-profit organizations. Operating results of InR are reported in the Benefits and Insurance Services practice group. Laurus, located in Denver, Colorado, provides financial and accounting due diligence and advisory services with respect to mergers and acquisition transactions to private equity groups and public and private sector companies. Operating results for Laurus are reported in the Financial Services practice group. Aggregate consideration for the InR and Laurus acquisitions consisted of approximately $23.4 million in cash consideration, $0.9 million in CBIZ common stock and $12.4 million in contingent consideration. Under the terms of these acquisition agreements, a portion of the purchase price is contingent on future performance of the business acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $12.4 million, of which $3.4 million was recorded in “Contingent purchase price liability – current” and $9 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at June 30, 2018. Refer to Note 10, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue for these acquisitions is estimated to be approximately $9.1 million. Pro forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were not significant to our “Income from continuing operations before income taxes.” 2017 During the first half of 2017, we acquired substantially all of the assets of three businesses; CMF Associates, LLC (“CMF”), effective June 1, 2017, Slaton Insurance (“Slaton”), effective June 1, 2017, and Pacific Coastal Pension and Insurance Services, Inc. (“Pacific Coastal”), effective February 1, 2017. CMF, located in Philadelphia, provides various financial consulting, executive search and deal origination services. Operating results of CMF are reported in the Financial Services practice group. Slaton, located in West Palm Beach, Florida, is a full service insurance brokerage firm offering clients a complete line of services including commercial lines, risk management and employee benefits. Pacific Coastal, located in Morgan Hill, California, provides defined contribution third party administrative and consulting services. Operating results for both Slaton and Pacific Coastal are reported in the Benefits and Insurance Services practice group. Aggregate consideration for these acquisitions consisted of approximately $23.7 million in cash consideration, $2 million in CBIZ common stock and $17.5 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 $17.5 million, of which $5.9 million was recorded in “Contingent purchase price liability – current” and $11.6 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at June 30, 2017. Annualized revenue for these acquisitions is estimated to be approximately $23.2 million. Pro forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were not significant 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 for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Cash $ 306 $ 843 Accounts receivable, net 1,920 4,338 Property and equipment, net $ — $ 24 Other assets 12 151 Identifiable intangible assets 3,864 3,115 Current liabilities (1,717 ) (4,716 ) Total identifiable net assets $ 4,385 $ 3,755 Goodwill 32,255 39,460 Aggregate purchase price $ 36,640 $ 43,215 The goodwill of $32.3 million and $39.5 million arising from the acquisitions in the first half of 2018 and 2017, respectively, primarily results from expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position. All of the goodwill is deductible for income tax purposes. Client Lists During the six months ended June 30, 2018, we did not purchase any client lists. During the same period in 2017, we purchased one client list which is reported in the Benefits and Insurance Services practice group for $0.7 million of contingent consideration. Change in Contingent Purchase Price Liability for Previous Acquisitions During the first half of 2018 and 2017, the fair value of the contingent purchase price liability related to prior acquisitions increased by $3.1 million and $0.8 million, respectively. The change in fair value during the first half of 2018 is mostly attributable to the change in stock price related to the mark-to-market adjustment of future common stock issuances, while the change in fair value for the first half of 2017 is due to the subsequent measurement adjustment based on projected future results of the acquired businesses. These adjustments are included in “Other income (expense), net” in the accompanying Consolidated Statements of Comprehensive Income. Contingent Payments for Previous Acquisitions and Client Lists We paid $4.1 million in cash and issued approximately 56,000 shares of our common stock during the six months ended June 30, 2018 for previous acquisitions. For the same period in 2017, we paid $4.8 million in cash and issued approximately 177,000 shares of our common for previous acquisitions. For the first half of 2018 and 2017, we paid approximately $0.6 million and $0.7 million in cash for previous client list purchases. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Note 15. Discontinued Operations and Divestitures We will divest (through sale or closure) business operations that do not contribute to our long-term objectives for growth, or that are not complementary to our target service offerings and markets. Discontinued Operations Discontinued operations primarily consist of two small businesses under the Financial Services segment that were sold in 2015. During the first half of both 2018 and 2017, we did not discontinue the operations of any of our businesses. Divestitures Divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “Gain on sale of operations, net” in the accompanying Consolidated Statements of Comprehensive Income. We recorded a gain of $0.7 million in the first half of 2018, related to a small book of business under the Benefits and Insurance Services practice group. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 16. Segment Disclosures Our business units have been aggregated into three practice groups: Financial Services, Benefits and Insurance Services and National Practices. The business units have been aggregated based on the following factors: similarity of the products and services provided to clients; similarity of the regulatory environment in which they operate; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by each practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices • Accounting and Tax • Government Healthcare Consulting • Financial Advisory • Valuation • Risk & Advisory Services • Group Health Benefits Consulting • Payroll • Property & Casualty • Retirement Plan Services • Managed Networking and Hardware Services • Healthcare Consulting Corporate and Other . Included in “Corporate and Other” are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, share-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2017. 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. Segment information for the three and six months ended June 30, 2018 and 2017 is presented below. We do not manage our assets on a segment basis, therefore segment assets are not presented below. Three Months Ended June 30, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 151,737 $ 72,753 $ 8,151 $ — $ 232,641 Operating expenses 129,070 61,165 7,567 7,300 205,102 Gross margin 22,667 11,588 584 (7,300 ) 27,539 Corporate general & admin — — — 9,993 9,993 Operating income (loss) 22,667 11,588 584 (17,293 ) 17,546 Other (expense) income: Interest expense — (15 ) — (1,802 ) (1,817 ) Other (expense) income, net (17 ) 30 — 617 630 Total other (expense) income (17 ) 15 — (1,185 ) (1,187 ) Income (loss) from continuing operations before income tax expense $ 22,650 $ 11,603 $ 584 $ (18,478 ) $ 16,359 Three Months Ended June 30, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 132,591 $ 70,559 $ 7,866 $ — $ 211,016 Operating expenses 115,851 59,877 7,235 5,157 188,120 Gross margin 16,740 10,682 631 (5,157 ) 22,896 Corporate general & admin — — — 9,232 9,232 Operating income (loss) 16,740 10,682 631 (14,389 ) 13,664 Other income (expense): Interest expense — (9 ) — (1,683 ) (1,692 ) Gain on sale of operations, net — — — 23 23 Other income (expense), net 28 120 (9 ) 3,625 3,764 Total other income (expense) 28 111 (9 ) 1,965 2,095 Income (loss) from continuing operations before income tax expense $ 16,768 $ 10,793 $ 622 $ (12,424 ) $ 15,759 Segment information for the six months ended June 30, 2018 and 2017 was as follows (in thousands): Six Months Ended June 30, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 332,340 $ 150,083 $ 16,308 $ — $ 498,731 Operating expenses 262,103 122,298 14,842 10,609 409,852 Gross margin 70,237 27,785 1,466 (10,609 ) 88,879 Corporate general & admin — — — 20,021 20,021 Operating income (loss) 70,237 27,785 1,466 (30,630 ) 68,858 Other income (expense): Interest expense — (89 ) — (3,508 ) (3,597 ) Gain on sale of operations, net — — — 663 663 Other income (expense), net 248 222 — (1,069 ) (599 ) Total other income (expense) 248 133 — (3,914 ) (3,533 ) Income (loss) from continuing operations before income tax expense $ 70,485 $ 27,918 $ 1,466 $ (34,544 ) $ 65,325 Six Months Ended June 30, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 291,224 $ 145,723 $ 15,528 $ — $ 452,475 Operating expenses 235,240 120,019 14,242 11,385 380,886 Gross margin 55,984 25,704 1,286 (11,385 ) 71,589 Corporate general & admin — — — 18,000 18,000 Operating income (loss) 55,984 25,704 1,286 (29,385 ) 53,589 Other income (expense): Interest expense — (20 ) — (3,189 ) (3,209 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 43 216 (9 ) 6,251 6,501 Total other income (expense) 43 196 (9 ) 3,107 3,337 Income (loss) from continuing operations before income tax expense $ 56,027 $ 25,900 $ 1,277 $ (26,278 ) $ 56,926 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events Subsequent to June 30, 2018 and through July 31, 2018, we repurchased approximately 0.1 million shares in the open market at a total cost of $1.2 million under our current Rule 10b5-1 trading plan, which allows us to repurchase shares below a predetermined price per share. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: 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 16, Segment Disclosures, to the accompanying consolidated financial statements. |
Basis of Consolidation | Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us”, or “our”), after elimination of all intercompany balances and transactions. These condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements: The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In the opinion of CBIZ management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2018. |
Use Of Estimates | Use of Estimates: The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. |
Changes in Accounting Policies | Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Effective January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2015-14, “Revenue from Contracts with Customers” (“Topic 606”). As a result, we have changed our accounting policy for r evenue recognition as described below in Note 2, New Accounting Pronouncements. |
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 of the Company. 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, the adoption of 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 a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 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 decrease of $6.6 million and $7.0 million in cash used in operating activities for the six months ended June 30, 2018 and 2017, respectively. 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. 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): June 30 June 30 2018 2017 Cash and cash equivalents $ 1,921 $ 1,161 Restricted cash 39,535 34,924 Total cash, cash equivalents and restricted cash $ 41,456 $ 36,085 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 application of this guidance did not have a material effect on the presentation of our Statement of Cash Flows. 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, pursuant to which we: (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 when 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 as follows. • In our Property and Casualty business unit, commission revenue under agency billing arrangements (pursuant to which 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 (pursuant to which 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 Adjustments Balance at December 31, 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 periods indicated below (in thousands): Balances without Second Quarter 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 245,639 $ (11,886 ) $ 233,753 Other current assets 200,633 (80 ) 200,553 Other non-current assets 763,852 (687 ) 763,165 Total assets $ 1,210,124 $ (12,653 ) $ 1,197,471 LIABILITIES Accounts payable $ 80,823 $ (7,799 ) $ 73,024 Accrued personnel costs 42,750 (582 ) 42,168 Other current liabilities 181,839 (114 ) 181,725 Deferred income taxes, net 4,000 (870 ) 3,130 Other non-current liabilities 311,886 (953 ) 310,933 Total liabilities 621,298 (10,318 ) 610,980 STOCKHOLDERS' EQUITY Retained earnings 395,881 (2,335 ) 393,546 Other stockholders' equity 192,945 — 192,945 Total shareholders' equity 588,826 (2,335 ) 586,491 Total liabilities and stockholders' equity $ 1,210,124 $ (12,653 ) $ 1,197,471 Balances without Three Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 232,641 $ (483 ) $ 232,158 Operating expenses 205,102 44 205,146 Gross margin 27,539 (527 ) 27,012 Corporate general and administrative expenses 9,993 — 9,993 Operating income 17,546 (527 ) 17,019 Other (expense) income: Interest expense (1,817 ) — (1,817 ) Gain on sale of operations, net — — — Other income, net 630 — 630 Total other expense, net (1,187 ) — (1,187 ) Income from continuing operations before income tax expense 16,359 (527 ) 15,832 Income tax expense 3,238 (125 ) 3,113 Income from continuing operations 13,121 (402 ) 12,719 Loss from discontinued operations, net of tax (15 ) — (15 ) Net income $ 13,106 $ (402 ) $ 12,704 Balances without Six Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 498,731 $ (981 ) $ 497,750 Operating expenses 409,852 (29 ) 409,823 Gross margin 88,879 (952 ) 87,927 Corporate general and administrative expenses 20,021 — 20,021 Operating income 68,858 (952 ) 67,906 Other (expense) income: Interest expense (3,597 ) — (3,597 ) Gain on sale of operations, net 663 — 663 Other expense, net (599 ) — (599 ) Total other expense, net (3,533 ) — (3,533 ) Income from continuing operations before income tax expense 65,325 (952 ) 64,373 Income tax expense 16,394 (239 ) 16,155 Income from continuing operations 48,931 (713 ) 48,218 Gain from discontinued operations, net of tax 26 — 26 Net income $ 48,957 $ (713 ) $ 48,244 Balances without Six Months Ended June 30, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 48,957 $ (713 ) $ 48,244 Adjustments to reconcile net income to net cash provided by operating activities: 18,908 — 18,908 Changes in assets and liabilities, net of acquisitions and divestitures: — Accounts receivable, net (44,774 ) 2,440 (42,334 ) Other assets (4,955 ) (41 ) (4,996 ) Accounts payable 18,796 (1,518 ) 17,278 Accrued personnel costs (3,302 ) 13 (3,289 ) Other liabilities (2,617 ) (181 ) (2,798 ) Other 10,245 — 10,245 Operating cash flows provide by continuing operations 41,258 — 41,258 Operating cash flows used in discontinued operations (152 ) — (152 ) Net cash provided by operating activities 41,106 — 41,106 Net provided by investing activities 42,471 — 42,471 Net cash used in financing activities (75,530 ) — (75,530 ) Net increase in cash, cash equivalents and restricted cash 8,047 — 8,047 Cash, cash equivalents and restricted cash at beginning of year 33,409 — 33,409 Cash, cash equivalents and restricted cash at end of period $ 41,456 — $ 41,456 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)” which supersedes ASC Topic 840, “Leases.” The new standard requires lessees to recognize a right-of-use asset and a lease on the balance sheet for all leases except for leases with a term of 12 months or less. For lessees, leases will continue to be classified as either operating or finance leases. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. We plan to adopt the standard on its effective date of January 1, 2019 and apply the package of practical expedients available to us upon adoption. 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 are currently evaluating and compiling a list of our real estate leases and other leases and analyzing the key lease agreement terms. Based on our analysis to date, we expect the new standard to have a material effect on our consolidated balance sheet. Based on the future minimum payments under non-cancellable operating leases as of June 30, 2018, we would expect to record approximately $200 million of lease related assets, discounted to fair value, on our consolidated balance sheet to both our assets and liabilities, with no impact on our equity. The new standard is not expected to have a material impact on our results of operations, our liquidity or our debt covenant compliance under our current credit agreements. |
New Accounting Pronouncements (
New Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported 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): June 30 June 30 2018 2017 Cash and cash equivalents $ 1,921 $ 1,161 Restricted cash 39,535 34,924 Total cash, cash equivalents and restricted cash $ 41,456 $ 36,085 |
Summary of Impact of Adopting New Accounting Standards on Consolidated Financial Statements | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet was as follows (in thousands): Balance at Adjustments Balance at December 31, 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 periods indicated below (in thousands): Balances without Second Quarter 2018 Balance Sheet As reported Adjustments adoption of Topic 606 ASSETS Accounts receivable, net $ 245,639 $ (11,886 ) $ 233,753 Other current assets 200,633 (80 ) 200,553 Other non-current assets 763,852 (687 ) 763,165 Total assets $ 1,210,124 $ (12,653 ) $ 1,197,471 LIABILITIES Accounts payable $ 80,823 $ (7,799 ) $ 73,024 Accrued personnel costs 42,750 (582 ) 42,168 Other current liabilities 181,839 (114 ) 181,725 Deferred income taxes, net 4,000 (870 ) 3,130 Other non-current liabilities 311,886 (953 ) 310,933 Total liabilities 621,298 (10,318 ) 610,980 STOCKHOLDERS' EQUITY Retained earnings 395,881 (2,335 ) 393,546 Other stockholders' equity 192,945 — 192,945 Total shareholders' equity 588,826 (2,335 ) 586,491 Total liabilities and stockholders' equity $ 1,210,124 $ (12,653 ) $ 1,197,471 Balances without Three Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 232,641 $ (483 ) $ 232,158 Operating expenses 205,102 44 205,146 Gross margin 27,539 (527 ) 27,012 Corporate general and administrative expenses 9,993 — 9,993 Operating income 17,546 (527 ) 17,019 Other (expense) income: Interest expense (1,817 ) — (1,817 ) Gain on sale of operations, net — — — Other income, net 630 — 630 Total other expense, net (1,187 ) — (1,187 ) Income from continuing operations before income tax expense 16,359 (527 ) 15,832 Income tax expense 3,238 (125 ) 3,113 Income from continuing operations 13,121 (402 ) 12,719 Loss from discontinued operations, net of tax (15 ) — (15 ) Net income $ 13,106 $ (402 ) $ 12,704 Balances without Six Months Ended June 30, 2018 Income Statement As reported Adjustments adoption of Topic 606 Revenue $ 498,731 $ (981 ) $ 497,750 Operating expenses 409,852 (29 ) 409,823 Gross margin 88,879 (952 ) 87,927 Corporate general and administrative expenses 20,021 — 20,021 Operating income 68,858 (952 ) 67,906 Other (expense) income: Interest expense (3,597 ) — (3,597 ) Gain on sale of operations, net 663 — 663 Other expense, net (599 ) — (599 ) Total other expense, net (3,533 ) — (3,533 ) Income from continuing operations before income tax expense 65,325 (952 ) 64,373 Income tax expense 16,394 (239 ) 16,155 Income from continuing operations 48,931 (713 ) 48,218 Gain from discontinued operations, net of tax 26 — 26 Net income $ 48,957 $ (713 ) $ 48,244 Balances without Six Months Ended June 30, 2018 Cash Flow Statement As reported Adjustments adoption of Topic 606 Cash flows from operating activities: Net income $ 48,957 $ (713 ) $ 48,244 Adjustments to reconcile net income to net cash provided by operating activities: 18,908 — 18,908 Changes in assets and liabilities, net of acquisitions and divestitures: — Accounts receivable, net (44,774 ) 2,440 (42,334 ) Other assets (4,955 ) (41 ) (4,996 ) Accounts payable 18,796 (1,518 ) 17,278 Accrued personnel costs (3,302 ) 13 (3,289 ) Other liabilities (2,617 ) (181 ) (2,798 ) Other 10,245 — 10,245 Operating cash flows provide by continuing operations 41,258 — 41,258 Operating cash flows used in discontinued operations (152 ) — (152 ) Net cash provided by operating activities 41,106 — 41,106 Net provided by investing activities 42,471 — 42,471 Net cash used in financing activities (75,530 ) — (75,530 ) Net increase in cash, cash equivalents and restricted cash 8,047 — 8,047 Cash, cash equivalents and restricted cash at beginning of year 33,409 — 33,409 Cash, cash equivalents and restricted cash at end of period $ 41,456 — $ 41,456 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Summary of Disaggregation of Revenue by Source | In accordance with the new revenue recognition standard requirements, the following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 151,737 $ — $ — $ 151,737 Core Benefits and Insurance Services — 68,978 — 68,978 Non-core Benefits and Insurance Services — 3,775 — 3,775 Managed networking, hardware services — — 6,121 6,121 National Practices consulting — — 2,030 2,030 Total revenue $ 151,737 $ 72,753 $ 8,151 $ 232,641 Six Months Ended June 30, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 332,340 $ — $ — $ 332,340 Core Benefits and Insurance Services — 143,100 — 143,100 Non-core Benefits and Insurance Services — 6,983 — 6,983 Managed networking, hardware services — — 12,079 12,079 National Practices consulting — — 3,999 3,999 Other — — 230 230 Total revenue $ 332,340 $ 150,083 $ 16,308 $ 498,731 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net, at June 30, 2018 and December 31, 2017 were as follows (in thousands): June 30, December 31, 2018 2017 Trade accounts receivable $ 181,572 $ 139,730 Unbilled revenue, at net realizable value 79,527 62,397 Total accounts receivable 261,099 202,127 Allowance for doubtful accounts (15,460 ) (13,827 ) Accounts receivable, net $ 245,639 $ 188,300 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net, at June 30, 2018 and December 31, 2017 were as follows (in thousands): June 30, December 31, 2018 2017 Goodwill $ 560,688 $ 528,424 Intangible assets: Client lists 180,070 177,221 Other intangible assets 9,366 8,767 Total intangible assets 189,436 185,988 Total goodwill and intangibles assets 750,124 714,412 Accumulated amortization: Client lists (105,048 ) (97,063 ) Other intangible assets (4,764 ) (4,143 ) Total accumulated amortization (109,812 ) (101,206 ) Goodwill and other intangible assets, net $ 640,312 $ 613,206 |
Depreciation and Amortization (
Depreciation and Amortization (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
Depreciation and Amortization Expense for Property and Equipment and Intangible Assets | Depreciation and amortization expense for property and equipment and intangible assets for the three and six months ended June 30, 2018 and 2017 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Operating expenses $ 5,825 $ 5,546 $ 11,507 $ 11,089 Corporate general and administrative expenses 76 92 169 190 Total depreciation and amortization expense $ 5,901 $ 5,638 $ 11,676 $ 11,279 |
Debt and Financing Arrangemen29
Debt and Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Rates for the three months ended June 30, 2018 and 2017 were as follows: Six Months Ended June 30, 2018 2017 Weighted average rates 3.03% 2.60% Range of effective rates 2.37% - 5.00% 2.19% - 4.75% |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investments All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes our bond activity for the six months ended June 30, 2018 and the twelve months ended December 31, 2017 (in thousands): Six Months Ended Twelve Months Ended June 30, 2018 December 31, 2017 Fair value at beginning of period $ 51,101 $ 44,573 Purchases 10,345 15,546 Redemptions (1,098 ) (940 ) Maturities (6,175 ) (7,845 ) Decrease in bond premium (48 ) (160 ) Fair market value adjustment (451 ) (73 ) Fair value at end of period $ 53,674 $ 51,101 |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,892 Other non-current assets Interest rate swaps $ 15,000 $ 58 Other current assets December 31, 2017 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 55,000 $ 1,055 Other non-current assets Interest rate swaps $ 15,000 $ 76 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 as of June 30, 2018 is (i) $15 million – 1.155%, (ii) $25 million – 1.300% - October 2020, (iii) $10 million – 1.120% - February 2021, (iv) $20 million – 1.770% - May 2022, and (v) $15 million – 2.64% - June 2023. Refer to Note 10, Fair Value Measurements, for additional disclosures regarding fair value measurements. |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swaps on the accompanying Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017 (in thousands): Gain (Loss) Recognized in AOCL, net of tax (Loss) Gain Reclassified from AOCL into Expense Three Months Ended Three Months Ended June 30, June 30, 2018 2017 2018 2017 Interest rate swap $ 176 $ (22 ) $ (87 ) $ 42 Six Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Interest rate swap $ 626 $ 71 $ (125 ) $ 100 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017, respectively, 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 June 30, 2018 December 31, 2017 Deferred compensation plan assets 1 $ 89,987 $ 85,589 Corporate and municipal bonds 1 $ 53,674 $ 51,101 Deferred compensation plan liabilities 1 $ (89,987 ) $ (85,589 ) Interest rate swaps 2 $ 1,950 $ 1,131 Contingent purchase price liabilities 3 $ (46,528 ) $ (37,574 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | During the six months ended June 30, 2018 and 2017, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2018 and 2017 (pre-tax basis) (in thousands): 2018 2017 Beginning balance – January 1 $ (37,574 ) $ (33,709 ) Additions from business acquisitions (12,361 ) (17,526 ) Settlement of contingent purchase price liabilities 6,457 7,253 Change in fair value of contingencies (2,562 ) 1,032 Change in net present value of contingencies (488 ) (276 ) Ending balance – June 30 $ (46,528 ) $ (43,226 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Other Comprehensive Income and Tax Impact | The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net unrealized gain (loss) on available-for-sale securities, net of income taxes (1) $ 4 $ 62 $ (326 ) $ 151 Net unrealized gain (loss) on interest rate swaps, net of income taxes (2) 176 (22 ) 626 71 Foreign currency translation (6 ) (3 ) (12 ) (5 ) Total other comprehensive income $ 174 $ 37 $ 288 $ 217 (1) Net of income tax expense of $1 and $41 for the three months ended June 30, 2018 and 2017, respectively, and net of income tax (benefit) expense of ($121) and $100 for the six months ended June 30, 2018 and 2017, respectively. (2) Net of income tax expense (benefit) of $54 and ($13) for the three months ended June 30, 2018 and 2017, respectively, and net of income tax expense of $193 and $42 for the six months ended June 30, 2018 and 2017, respectively. |
Employee Share Plans (Tables)
Employee Share Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation Awards | Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2018 and 2017 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Stock options $ 1,030 $ 524 $ 1,548 $ 1,050 Restricted stock awards 1,383 891 2,302 1,740 Total stock-based compensation expense $ 2,413 $ 1,415 $ 3,850 $ 2,790 |
Stock Award Activity | Stock award activity during the six months ended June 30, 2018 was as follows (in thousands, except per share data): Stock Options Restricted Stock Awards Number of Options Weighted Average Exercise Per Share Number of Shares Weighted Grant-Date Fair Value (1) Outstanding at beginning of year 3,844 $ 9.67 724 $ 11.78 Granted 642 $ 19.45 272 $ 18.77 Exercised or released (616 ) $ 7.19 (362 ) $ 11.19 Expired or canceled — $ — — $ — Outstanding at June 30, 2018 3,870 $ 11.69 634 $ 15.33 Exercisable at June 30, 2018 2,254 $ 9.03 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. |
Schedule of Fair Value Option Award Weighted Average Assumptions Used | We utilized the Black-Scholes-Merton options-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the second quarter of 2018 was $4.73. The following weighted average assumptions were utilized: Six Months Ended June 30, Expected volatility (1) 22.04 % Expected option life (years) (2) 4.62 Risk-free interest rate (3) 2.80 % Expected dividend yield (4) 0.00 % (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 for the option to vest. (3) The risk-free interest rate assumption was based upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options. (4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not expect to change our dividend payout policy in the foreseeable future. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Income from continuing operations $ 13,121 $ 11,416 $ 48,931 $ 36,442 Denominator: Basic Weighted average common shares outstanding 54,594 53,968 54,334 53,632 Diluted Stock options (1) 1,550 1,544 1,500 1,524 Restricted stock awards (1) 290 319 329 374 Contingent shares (2) 3 — 3 — Diluted weighted average common shares outstanding 56,437 55,831 56,166 55,530 Basic earnings per share from continuing operations $ 0.24 $ 0.21 $ 0.90 $ 0.68 Diluted earnings per share from continuing operations $ 0.23 $ 0.20 $ 0.87 $ 0.66 (1) A total of 0.4 million and 0.7 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2018, respectively, and a total of 0.5 million and 0.2 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2017, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. Refer to Note 14, Acquisitions, for further details. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and Pacific Coastal Pension and Insurance Services, Inc. (Pacific Coastal”) [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions for the six months ended June 30, 2018 and 2017 (in thousands): Six Months Ended June 30, 2018 2017 Cash $ 306 $ 843 Accounts receivable, net 1,920 4,338 Property and equipment, net $ — $ 24 Other assets 12 151 Identifiable intangible assets 3,864 3,115 Current liabilities (1,717 ) (4,716 ) Total identifiable net assets $ 4,385 $ 3,755 Goodwill 32,255 39,460 Aggregate purchase price $ 36,640 $ 43,215 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information for the three and six months ended June 30, 2018 and 2017 is presented below. We do not manage our assets on a segment basis, therefore segment assets are not presented below. Three Months Ended June 30, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 151,737 $ 72,753 $ 8,151 $ — $ 232,641 Operating expenses 129,070 61,165 7,567 7,300 205,102 Gross margin 22,667 11,588 584 (7,300 ) 27,539 Corporate general & admin — — — 9,993 9,993 Operating income (loss) 22,667 11,588 584 (17,293 ) 17,546 Other (expense) income: Interest expense — (15 ) — (1,802 ) (1,817 ) Other (expense) income, net (17 ) 30 — 617 630 Total other (expense) income (17 ) 15 — (1,185 ) (1,187 ) Income (loss) from continuing operations before income tax expense $ 22,650 $ 11,603 $ 584 $ (18,478 ) $ 16,359 Three Months Ended June 30, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 132,591 $ 70,559 $ 7,866 $ — $ 211,016 Operating expenses 115,851 59,877 7,235 5,157 188,120 Gross margin 16,740 10,682 631 (5,157 ) 22,896 Corporate general & admin — — — 9,232 9,232 Operating income (loss) 16,740 10,682 631 (14,389 ) 13,664 Other income (expense): Interest expense — (9 ) — (1,683 ) (1,692 ) Gain on sale of operations, net — — — 23 23 Other income (expense), net 28 120 (9 ) 3,625 3,764 Total other income (expense) 28 111 (9 ) 1,965 2,095 Income (loss) from continuing operations before income tax expense $ 16,768 $ 10,793 $ 622 $ (12,424 ) $ 15,759 Segment information for the six months ended June 30, 2018 and 2017 was as follows (in thousands): Six Months Ended June 30, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 332,340 $ 150,083 $ 16,308 $ — $ 498,731 Operating expenses 262,103 122,298 14,842 10,609 409,852 Gross margin 70,237 27,785 1,466 (10,609 ) 88,879 Corporate general & admin — — — 20,021 20,021 Operating income (loss) 70,237 27,785 1,466 (30,630 ) 68,858 Other income (expense): Interest expense — (89 ) — (3,508 ) (3,597 ) Gain on sale of operations, net — — — 663 663 Other income (expense), net 248 222 — (1,069 ) (599 ) Total other income (expense) 248 133 — (3,914 ) (3,533 ) Income (loss) from continuing operations before income tax expense $ 70,485 $ 27,918 $ 1,466 $ (34,544 ) $ 65,325 Six Months Ended June 30, 2017 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 291,224 $ 145,723 $ 15,528 $ — $ 452,475 Operating expenses 235,240 120,019 14,242 11,385 380,886 Gross margin 55,984 25,704 1,286 (11,385 ) 71,589 Corporate general & admin — — — 18,000 18,000 Operating income (loss) 55,984 25,704 1,286 (29,385 ) 53,589 Other income (expense): Interest expense — (20 ) — (3,189 ) (3,209 ) Gain on sale of operations, net — — — 45 45 Other income (expense), net 43 216 (9 ) 6,251 6,501 Total other income (expense) 43 196 (9 ) 3,107 3,337 Income (loss) from continuing operations before income tax expense $ 56,027 $ 25,900 $ 1,277 $ (26,278 ) $ 56,926 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018Practice_Groups | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of practice groups | 3 |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2018USD ($)Business_Units | Jun. 30, 2017USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Number of business units inconsistent with revenue recognition | Business_Units | 2 | |
Accounting Standards Update 2016-18 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
New accounting pronouncements or adoption of new standard resulted of cash used in (decrease) increase in operating activities | $ (6.6) | $ 7 |
Accounting Standards Update 2016-02 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Future minimum cash commitments under operating leases | $ 200 |
New Accounting Pronouncements39
New Accounting Pronouncements - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported Accompanying Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Cash and cash equivalents | $ 1,921 | $ 424 | ||
Restricted cash | 39,535 | 32,985 | ||
Total cash, cash equivalents and restricted cash | 41,456 | $ 33,409 | $ 36,085 | $ 31,374 |
Accounting Standards Update 2016-18 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Cash and cash equivalents | 1,921 | 1,161 | ||
Restricted cash | 39,535 | 34,924 | ||
Total cash, cash equivalents and restricted cash | $ 41,456 | $ 36,085 |
New Accounting Pronouncements40
New Accounting Pronouncements - Summary of Cumulative Effect of Changes Made to Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 245,639 | $ 188,300 | |
Other current assets | 200,633 | ||
Other non-current assets | 763,852 | ||
Total assets | 1,210,124 | 1,176,231 | |
Accounts payable | 80,823 | 51,375 | |
Accrued personnel costs | 42,750 | 45,264 | |
Other current liabilities | 181,839 | ||
Deferred income taxes, net | 4,000 | 3,339 | |
Other non-current liabilities | 311,886 | ||
Total liabilities | 621,298 | 645,352 | |
Retained earnings | 395,881 | 345,302 | |
Other stockholders' equity | 192,945 | ||
Total stockholders’ equity | 588,826 | 530,879 | |
Total liabilities and stockholders’ equity | $ 1,210,124 | 1,176,231 | |
Previously Reported [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | 188,300 | ||
Other current assets | 259,873 | ||
Other non-current assets | 728,058 | ||
Total assets | 1,176,231 | ||
Accounts payable | 51,375 | ||
Accrued personnel costs | 45,264 | ||
Other current liabilities | 237,607 | ||
Deferred income taxes, net | 3,339 | ||
Other non-current liabilities | 307,767 | ||
Total liabilities | 645,352 | ||
Retained earnings | 345,302 | ||
Other stockholders' equity | 185,577 | ||
Total stockholders’ equity | 530,879 | ||
Total liabilities and stockholders’ equity | 1,176,231 | ||
Accounting Standards Update 2014-09 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 197,746 | ||
Other current assets | 259,953 | ||
Other non-current assets | 728,786 | ||
Total assets | 1,186,485 | ||
Accounts payable | 57,656 | ||
Accrued personnel costs | 45,859 | ||
Other current liabilities | 237,720 | ||
Deferred income taxes, net | 3,970 | ||
Other non-current liabilities | 308,779 | ||
Total liabilities | 653,984 | ||
Retained earnings | 346,924 | ||
Other stockholders' equity | 185,577 | ||
Total stockholders’ equity | 532,501 | $ 532,501 | |
Total liabilities and stockholders’ equity | 1,186,485 | ||
Accounting Standards Update 2014-09 [Member] | Adjustments [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | 9,446 | ||
Other current assets | 80 | ||
Other non-current assets | 728 | ||
Total assets | 10,254 | ||
Accounts payable | 6,281 | ||
Accrued personnel costs | 595 | ||
Other current liabilities | 113 | ||
Deferred income taxes, net | 631 | ||
Other non-current liabilities | 1,012 | ||
Total liabilities | 8,632 | ||
Retained earnings | 1,622 | ||
Total stockholders’ equity | 1,622 | ||
Total liabilities and stockholders’ equity | $ 10,254 |
New Accounting Pronouncements41
New Accounting Pronouncements - Summary of Impact of Adopting New Accounting Standards on Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | $ 245,639 | $ 245,639 | $ 188,300 | ||||
Other current assets | 200,633 | 200,633 | |||||
Other non-current assets | 763,852 | 763,852 | |||||
Total assets | 1,210,124 | 1,210,124 | 1,176,231 | ||||
Accounts payable | 80,823 | 80,823 | 51,375 | ||||
Accrued personnel costs | 42,750 | 42,750 | 45,264 | ||||
Other current liabilities | 181,839 | 181,839 | |||||
Deferred income taxes, net | 4,000 | 4,000 | 3,339 | ||||
Other non-current liabilities | 311,886 | 311,886 | |||||
Total liabilities | 621,298 | 621,298 | 645,352 | ||||
Retained earnings | 395,881 | 395,881 | 345,302 | ||||
Other stockholders' equity | 192,945 | 192,945 | |||||
Total stockholders’ equity | 588,826 | 588,826 | 530,879 | ||||
Total liabilities and stockholders’ equity | 1,210,124 | 1,210,124 | 1,176,231 | ||||
Revenue | 232,641 | $ 232,641 | $ 211,016 | 498,731 | $ 452,475 | ||
Operating expenses | 205,102 | 188,120 | 409,852 | 380,886 | |||
Gross margin | 27,539 | 22,896 | 88,879 | 71,589 | |||
Corporate general and administrative expenses | 9,993 | 9,232 | 20,021 | 18,000 | |||
Operating income (loss) | 17,546 | 13,664 | 68,858 | 53,589 | |||
Other (expense) income: | |||||||
Interest expense | (1,817) | (1,692) | (3,597) | (3,209) | |||
Gain on sale of operations, net | 23 | 663 | 45 | ||||
Other income (expense), net | 630 | 3,764 | (599) | 6,501 | |||
Total other (expense) income, net | (1,187) | 2,095 | (3,533) | 3,337 | |||
Income from continuing operations before income tax expense | 16,359 | 15,759 | 65,325 | 56,926 | |||
Income tax expense | 3,238 | 4,343 | 16,394 | 20,484 | |||
Income from continuing operations | 13,121 | 11,416 | 48,931 | 36,442 | |||
(Loss) gain from discontinued operations, net of tax | (15) | (418) | 26 | (570) | |||
Net income | 13,106 | 10,998 | 48,957 | 35,872 | |||
Cash flows from operating activities: | |||||||
Net income | 13,106 | 10,998 | 48,957 | 35,872 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | 18,908 | ||||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||
Accounts receivable, net | (44,774) | (40,997) | |||||
Other assets | (4,955) | (263) | |||||
Accounts payable | 18,796 | 14,376 | |||||
Accrued personnel costs | (3,302) | (9,598) | |||||
Other liabilities | (2,617) | 1,989 | |||||
Other | 10,245 | ||||||
Operating cash flows provide by continuing operations | 41,258 | 24,778 | |||||
Operating cash flows used in discontinued operations | (152) | (540) | |||||
Net cash provided by operating activities | 41,106 | 24,238 | |||||
Net provided by investing activities | 42,471 | 31,757 | |||||
Net cash used in financing activities | (75,530) | (51,284) | |||||
Net increase in cash, cash equivalents and restricted cash | 8,047 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 33,409 | 33,409 | 31,374 | ||||
Cash, cash equivalents and restricted cash at end of period | 41,456 | $ 36,085 | 41,456 | $ 36,085 | |||
Previously Reported [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | 188,300 | ||||||
Other current assets | 259,873 | ||||||
Other non-current assets | 728,058 | ||||||
Total assets | 1,176,231 | ||||||
Accounts payable | 51,375 | ||||||
Accrued personnel costs | 45,264 | ||||||
Other current liabilities | 237,607 | ||||||
Deferred income taxes, net | 3,339 | ||||||
Other non-current liabilities | 307,767 | ||||||
Total liabilities | 645,352 | ||||||
Retained earnings | 345,302 | ||||||
Other stockholders' equity | 185,577 | ||||||
Total stockholders’ equity | 530,879 | ||||||
Total liabilities and stockholders’ equity | 1,176,231 | ||||||
Balances without Adoption of Topic 606 [Member] | Previously Reported [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | 233,753 | 233,753 | |||||
Other current assets | 200,553 | 200,553 | |||||
Other non-current assets | 763,165 | 763,165 | |||||
Total assets | 1,197,471 | 1,197,471 | |||||
Accounts payable | 73,024 | 73,024 | |||||
Accrued personnel costs | 42,168 | 42,168 | |||||
Other current liabilities | 181,725 | 181,725 | |||||
Deferred income taxes, net | 3,130 | 3,130 | |||||
Other non-current liabilities | 310,933 | 310,933 | |||||
Total liabilities | 610,980 | 610,980 | |||||
Retained earnings | 393,546 | 393,546 | |||||
Other stockholders' equity | 192,945 | 192,945 | |||||
Total stockholders’ equity | 586,491 | 586,491 | |||||
Total liabilities and stockholders’ equity | 1,197,471 | 1,197,471 | |||||
Revenue | 232,158 | 497,750 | |||||
Operating expenses | 205,146 | 409,823 | |||||
Gross margin | 27,012 | 87,927 | |||||
Corporate general and administrative expenses | 9,993 | 20,021 | |||||
Operating income (loss) | 17,019 | 67,906 | |||||
Other (expense) income: | |||||||
Interest expense | (1,817) | (3,597) | |||||
Gain on sale of operations, net | 663 | ||||||
Other income (expense), net | 630 | (599) | |||||
Total other (expense) income, net | (1,187) | (3,533) | |||||
Income from continuing operations before income tax expense | 15,832 | 64,373 | |||||
Income tax expense | 3,113 | 16,155 | |||||
Income from continuing operations | 12,719 | 48,218 | |||||
(Loss) gain from discontinued operations, net of tax | (15) | 26 | |||||
Net income | 12,704 | 48,244 | |||||
Cash flows from operating activities: | |||||||
Net income | 12,704 | 48,244 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | 18,908 | ||||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||
Accounts receivable, net | (42,334) | ||||||
Other assets | (4,996) | ||||||
Accounts payable | 17,278 | ||||||
Accrued personnel costs | (3,289) | ||||||
Other liabilities | (2,798) | ||||||
Other | 10,245 | ||||||
Operating cash flows provide by continuing operations | 41,258 | ||||||
Operating cash flows used in discontinued operations | (152) | ||||||
Net cash provided by operating activities | 41,106 | ||||||
Net provided by investing activities | 42,471 | ||||||
Net cash used in financing activities | (75,530) | ||||||
Net increase in cash, cash equivalents and restricted cash | 8,047 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | $ 33,409 | 33,409 | |||||
Cash, cash equivalents and restricted cash at end of period | 41,456 | 41,456 | |||||
Accounting Standards Update 2014-09 [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | $ 197,746 | ||||||
Other current assets | 259,953 | ||||||
Other non-current assets | 728,786 | ||||||
Total assets | 1,186,485 | ||||||
Accounts payable | 57,656 | ||||||
Accrued personnel costs | 45,859 | ||||||
Other current liabilities | 237,720 | ||||||
Deferred income taxes, net | 3,970 | ||||||
Other non-current liabilities | 308,779 | ||||||
Total liabilities | 653,984 | ||||||
Retained earnings | 346,924 | ||||||
Other stockholders' equity | 185,577 | ||||||
Total stockholders’ equity | 532,501 | $ 532,501 | |||||
Total liabilities and stockholders’ equity | 1,186,485 | ||||||
Accounting Standards Update 2014-09 [Member] | Adjustments [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | 9,446 | ||||||
Other current assets | 80 | ||||||
Other non-current assets | 728 | ||||||
Total assets | 10,254 | ||||||
Accounts payable | 6,281 | ||||||
Accrued personnel costs | 595 | ||||||
Other current liabilities | 113 | ||||||
Deferred income taxes, net | 631 | ||||||
Other non-current liabilities | 1,012 | ||||||
Total liabilities | 8,632 | ||||||
Retained earnings | 1,622 | ||||||
Total stockholders’ equity | 1,622 | ||||||
Total liabilities and stockholders’ equity | $ 10,254 | ||||||
Accounting Standards Update 2014-09 [Member] | Adjustments [Member] | Adjustments [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Accounts receivable, net | (11,886) | (11,886) | |||||
Other current assets | (80) | (80) | |||||
Other non-current assets | (687) | (687) | |||||
Total assets | (12,653) | (12,653) | |||||
Accounts payable | (7,799) | (7,799) | |||||
Accrued personnel costs | (582) | (582) | |||||
Other current liabilities | (114) | (114) | |||||
Deferred income taxes, net | (870) | (870) | |||||
Other non-current liabilities | (953) | (953) | |||||
Total liabilities | (10,318) | (10,318) | |||||
Retained earnings | (2,335) | (2,335) | |||||
Total stockholders’ equity | (2,335) | (2,335) | |||||
Total liabilities and stockholders’ equity | (12,653) | (12,653) | |||||
Revenue | (483) | (981) | |||||
Operating expenses | 44 | (29) | |||||
Gross margin | (527) | (952) | |||||
Operating income (loss) | (527) | (952) | |||||
Other (expense) income: | |||||||
Income from continuing operations before income tax expense | (527) | (952) | |||||
Income tax expense | (125) | (239) | |||||
Income from continuing operations | (402) | (713) | |||||
Net income | (402) | (713) | |||||
Cash flows from operating activities: | |||||||
Net income | $ (402) | (713) | |||||
Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||
Accounts receivable, net | 2,440 | ||||||
Other assets | (41) | ||||||
Accounts payable | (1,518) | ||||||
Accrued personnel costs | 13 | ||||||
Other liabilities | $ (181) |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 232,641 | $ 232,641 | $ 211,016 | $ 498,731 | $ 452,475 |
Accounting, Tax, Advisory and Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 151,737 | 332,340 | |||
Managed Networking, Hardware Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 6,121 | 12,079 | |||
National Practices Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 2,030 | 3,999 | |||
Core Benefits and Insurance Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 68,978 | 143,100 | |||
Non-core Benefits and Insurance Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 3,775 | 6,983 | |||
Other National Practices [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 230 | ||||
Financial Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 151,737 | 332,340 | |||
Financial Services [Member] | Accounting, Tax, Advisory and Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 151,737 | 332,340 | |||
Benefits and Insurance Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 72,753 | 150,083 | |||
Benefits and Insurance Services [Member] | Core Benefits and Insurance Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 68,978 | 143,100 | |||
Benefits and Insurance Services [Member] | Non-core Benefits and Insurance Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 3,775 | 6,983 | |||
National Practices [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 8,151 | 16,308 | |||
National Practices [Member] | Managed Networking, Hardware Services [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 6,121 | 12,079 | |||
National Practices [Member] | National Practices Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 2,030 | 3,999 | |||
National Practices [Member] | Other National Practices [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 230 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Capitalized contract period | one year or less |
Performance obligations period | one year or less |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts Receivable Net Current [Abstract] | ||
Trade accounts receivable | $ 181,572 | $ 139,730 |
Unbilled revenue, at net realizable value | 79,527 | 62,397 |
Total accounts receivable | 261,099 | 202,127 |
Allowance for doubtful accounts | (15,460) | (13,827) |
Accounts receivable, net | $ 245,639 | $ 188,300 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 560,688 | $ 528,424 |
Intangible assets: | ||
Total intangible assets | 189,436 | 185,988 |
Total goodwill and intangibles assets | 750,124 | 714,412 |
Accumulated amortization: | ||
Total accumulated amortization | (109,812) | (101,206) |
Goodwill and other intangible assets, net | 640,312 | 613,206 |
Client Lists [Member] | ||
Intangible assets: | ||
Total intangible assets | 180,070 | 177,221 |
Accumulated amortization: | ||
Total accumulated amortization | (105,048) | (97,063) |
Other Intangible Assets [Member] | ||
Intangible assets: | ||
Total intangible assets | 9,366 | 8,767 |
Accumulated amortization: | ||
Total accumulated amortization | $ (4,764) | $ (4,143) |
Depreciation and Amortization -
Depreciation and Amortization - Depreciation and Amortization Expense for Property and Equipment and Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 5,901 | $ 5,638 | $ 11,676 | $ 11,279 |
Operating Expenses [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 5,825 | 5,546 | 11,507 | 11,089 |
Corporate General and Administrative Expenses [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 76 | $ 92 | $ 169 | $ 190 |
Debt and Financing Arrangemen47
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Millions | Apr. 03, 2018 | Jun. 30, 2018 |
2018 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit agreement amendment date | Apr. 3, 2018 | |
Unsecured credit facility | $ 400 | |
Extension of maturity date | 2,023 | 2,019 |
Revolving loan commitment | $ 400 | |
Deferred financing costs | $ 1.1 | |
2014 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit agreement amendment date | Jul. 28, 2014 | |
2014 Credit Facility [Member] | First Amendment [Member] | ||
Debt Instrument [Line Items] | ||
Credit agreement amendment date | Apr. 10, 2015 | |
2014 Credit Facility [Member] | Second Amendment [Member] | ||
Debt Instrument [Line Items] | ||
Credit agreement amendment date | Nov. 3, 2015 |
Debt and Financing Arrangemen48
Debt and Financing Arrangements (Bank Debt) - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 180,200 | $ 178,500 |
Outstanding letters of credit | 900 | 2,300 |
2018 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | 180,200 | |
Available funds under credit facility | 200,000 | |
Outstanding letters of credit | $ 900 | |
2014 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 178,500 |
Debt and Financing Arrangemen49
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Weighted average rates | 3.03% | 2.60% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 2.37% | 2.19% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 5.00% | 4.75% |
Debt and Financing Arrangemen50
Debt and Financing Arrangements (Interest Expense) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,817 | $ 1,692 | $ 3,597 | $ 3,209 |
2018 Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,800 | $ 3,600 | ||
2014 Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,700 | $ 3,200 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 0.9 | $ 2.3 |
License bonds outstanding amount | $ 2.9 | $ 2.5 |
Commitments and Contingencies52
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) | Sep. 16, 2016USD ($) | Jun. 30, 2018USD ($)Plaintiff |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of Plaintiffs | Plaintiff | 2 | |
Damages sought amount | $ 16,000,000 | |
Altoona Regional Health System [Member] | Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 142,000,000 |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivatives Fair Value [Line Items] | ||
Corporate and municipal bonds | $ 52,600,000 | $ 49,500,000 |
Maturity dates of bonds, start date | 2018-07 | |
Maturity dates of bonds, end date | 2023-11 | |
Interest Rate Swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 1.155% | |
Interest rate swap, description of interest received | interest that varies with the one-month LIBOR | |
Derivative, Type of Interest Rate Paid on Swap | fixed | |
Interest Rate Swap [Member] | October 2020 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional value | $ 25,000,000 | |
Interest rate swap, fixed interest rate | 1.30% | |
Interest Rate Swap [Member] | February 2021 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional value | $ 10,000,000 | |
Interest rate swap, fixed interest rate | 1.12% | |
Interest Rate Swap [Member] | May 2022 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional value | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 1.77% | |
Interest Rate Swap [Member] | June 2023 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 2.64% |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 51,101 | $ 44,573 |
Purchases | 10,345 | 15,546 |
Redemptions | (1,098) | (940) |
Maturities | (6,175) | (7,845) |
Decrease in bond premium | (48) | (160) |
Fair market value adjustment | (451) | (73) |
Fair value at end of period | $ 53,674 | $ 51,101 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 1.155% | |
Interest rate swap, term | 5 years | |
Maturities Five Years [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 2.64% |
Financial Instruments - Summa56
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives Fair Value [Line Items] | ||
Notional Amount | $ 15,000,000 | |
Other Non-current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional Amount | 70,000,000 | $ 55,000,000 |
Fair Value | 1,892,000 | 1,055,000 |
Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional Amount | 15,000,000 | 15,000,000 |
Fair Value | $ 58,000 | $ 76,000 |
Financial Instruments - Summa57
Financial Instruments - Summary of Effects of Interest Rate Swaps (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivatives Fair Value [Line Items] | ||||
Gain (Loss) Recognized in AOCL, net of tax | $ 176 | $ (22) | $ 626 | $ 71 |
Interest Rate Swap [Member] | Interest Expense [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Gain (Loss) Recognized in AOCL, net of tax | 176 | (22) | 626 | 71 |
(Loss) Gain Reclassified from AOCL into Expense | $ (87) | $ 42 | $ (125) | $ 100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate and municipal bonds | $ 53,674 | $ 51,101 | $ 44,573 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 89,987 | 85,589 | |
Corporate and municipal bonds | 53,674 | 51,101 | |
Deferred compensation plan liabilities | (89,987) | (85,589) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 1,950 | 1,131 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (46,528) | $ (37,574) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements, Inter-transfers between Levels | $ 0 | $ 0 |
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 | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (37,574) | |
Ending balance | (46,528) | |
Contingent Purchase Price Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | (37,574) | $ (33,709) |
Additions from business acquisitions | (12,361) | (17,526) |
Settlement of contingent purchase price liabilities | 6,457 | 7,253 |
Change in fair value of contingencies | (2,562) | 1,032 |
Change in net present value of contingencies | (488) | (276) |
Ending balance | $ (46,528) | $ (43,226) |
Other Comprehensive Income - Su
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||||
Net unrealized gain (loss) on available-for-sale securities, net of income taxes | $ 4 | $ 62 | $ (326) | $ 151 |
Net unrealized gain (loss) on interest rate swaps, net of income taxes | 176 | (22) | 626 | 71 |
Foreign currency translation | (6) | (3) | (12) | (5) |
Total other comprehensive income | $ 174 | $ 37 | $ 288 | $ 217 |
Other Comprehensive Income - 62
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||||
Unrealized gain (loss) on available for sale securities, income tax expense (benefit) | $ 1 | $ 41 | $ (121) | $ 100 |
Unrealized gain on interest rate swaps, income tax expense (benefit) | $ (54) | $ 13 | $ 193 | $ 42 |
Other Comprehensive Income - Ad
Other Comprehensive Income - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Accumulated other comprehensive income (loss), net of tax | $ 106 | $ (182) |
Employee Share Plans - Addition
Employee Share Plans - Additional Information (Detail) shares in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | Jun. 30, 2018shares | |
Compensation And Retirement Disclosure [Abstract] | ||
Maximum stock based compensation awards granted under the plan | shares | 9.6 | 9.6 |
Stock awards expiry | 2,024 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton options-pricing model | |
Fair value of stock options granted | $ / shares | $ 4.73 |
Employee Share Plans - Schedule
Employee Share Plans - Schedule of Share-Based Compensation Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Stock options | $ 1,030 | $ 524 | $ 1,548 | $ 1,050 |
Restricted stock awards | 1,383 | 891 | 2,302 | 1,740 |
Total stock-based compensation expense | $ 2,413 | $ 1,415 | $ 3,850 | $ 2,790 |
Employee Share Plans - Stock Aw
Employee Share Plans - Stock Award Activity (Detail) shares in Thousands | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning balance, Number of Options | shares | 3,844 |
Granted, Number of Options | shares | 642 |
Exercised or released, Number of options | shares | (616) |
Outstanding Ending balance, Number of Options | shares | 3,870 |
Exercisable Ending balance, Number of Options | shares | 2,254 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 9.67 |
Granted, Weighted Average Exercise Price Per Share | $ / shares | 19.45 |
Exercised or released, Weighted Average Exercise Price Per Share | $ / shares | 7.19 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 11.69 |
Exercisable Ending balance, Weighted Average Exercise Price | $ / shares | $ 9.03 |
Restricted Stock Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning balance, Number of shares | shares | 724 |
Granted, Number of shares | shares | 272 |
Exercised or released, Number of shares | shares | (362) |
Outstanding Ending balance, Number of shares | shares | 634 |
Outstanding Beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 11.78 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.77 |
Exercised or released, Weighted Average Grant Date Fair Value | $ / shares | 11.19 |
Outstanding Ending balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.33 |
Employee Share Plans - Schedu67
Employee Share Plans - Schedule of Fair Value Option Award Weighted Average Assumptions Used (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |
Expected volatility | 22.04% |
Expected option life (years) | 4 years 7 months 13 days |
Risk-free interest rate | 2.80% |
Expected dividend yield | 0.00% |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Income from continuing operations | $ 13,121 | $ 11,416 | $ 48,931 | $ 36,442 |
Basic | ||||
Weighted average common shares outstanding | 54,594 | 53,968 | 54,334 | 53,632 |
Diluted | ||||
Stock options | 1,550 | 1,544 | 1,500 | 1,524 |
Restricted stock awards | 290 | 319 | 329 | 374 |
Contingent shares | 3 | 3 | ||
Diluted weighted average common shares outstanding | 56,437 | 55,831 | 56,166 | 55,530 |
Basic earnings per share from continuing operations | $ 0.24 | $ 0.21 | $ 0.90 | $ 0.68 |
Diluted earnings per share from continuing operations | $ 0.23 | $ 0.20 | $ 0.87 | $ 0.66 |
Earnings Per Share - Computat69
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock Compensation Plan [Member] | ||||
Dilutive Securities Included and Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share based awards excluded from the calculation of diluted earnings per share | 0.4 | 0.5 | 0.7 | 0.2 |
Acquisitions (First Half 2018)
Acquisitions (First Half 2018) - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2018USD ($)Business | Jun. 30, 2017USD ($)Business | |
Business Acquisition Contingent Consideration [Line Items] | ||
Consideration paid in cash | $ 23.4 | $ 23.7 |
Consideration paid in common stock | 0.9 | 2 |
Contingent consideration | 12.4 | 17.5 |
Contingent consideration, current | 3.4 | |
Contingent consideration, non-current | 9 | |
Annual revenue | $ 9.1 | $ 23.2 |
Number of businesses acquired | Business | 3 | |
InR Advisory Services, LLC [Member] | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Effective date of acquisition | Apr. 1, 2018 | |
Acquired entity, name | InR Advisory Services, LLC | |
Number of businesses acquired | Business | 2 | |
Laurus Transaction Advisors, LLC[Member] | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Effective date of acquisition | Feb. 1, 2018 | |
Acquired entity, name | Laurus Transaction Advisors, LLC |
Acquisitions (First Half 2017)
Acquisitions (First Half 2017) - Additional Information (Detail) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($)Business | Dec. 31, 2017USD ($) | |
Business Acquisition Contingent Consideration [Line Items] | |||
Number of businesses acquired | Business | 3 | ||
Consideration paid in cash | $ 23,400 | $ 23,700 | |
Consideration paid in common stock | 900 | 2,000 | |
Contingent consideration | 12,400 | 17,500 | |
Contingent consideration, current | 27,344 | 5,900 | $ 15,151 |
Contingent consideration, non-current | 19,184 | 11,600 | $ 22,423 |
Annual revenue | $ 9,100 | $ 23,200 | |
C M F Associates Limited Liability Company | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Acquired entity, name | CMF Associates, LLC | ||
Effective date of acquisition | Jun. 1, 2017 | ||
Slaton Insurance | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Acquired entity, name | Slaton Insurance | ||
Effective date of acquisition | Jun. 1, 2017 | ||
Pacific Coastal Pension And Insurance Services Inc | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Acquired entity, name | Pacific Coastal Pension and Insurance Services, Inc. | ||
Effective date of acquisition | Feb. 1, 2017 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 560,688 | $ 528,424 | |||
CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and Pacific Coastal Pension and Insurance Services, Inc. (Pacific Coastal”) [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 306 | $ 843 | |||
Accounts receivable, net | 1,920 | 4,338 | |||
Property and equipment, net | 24 | ||||
Other assets | 12 | 151 | |||
Identifiable intangible assets | 3,864 | 3,115 | |||
Current liabilities | (1,717) | (4,716) | |||
Total identifiable net assets | 4,385 | 3,755 | |||
Goodwill | 32,255 | $ 32,300 | 39,460 | $ 39,500 | |
Aggregate purchase price | $ 36,640 | $ 43,215 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2018USD ($)Client_Listshares | Jun. 30, 2017USD ($)Client_Listshares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | |
Business Acquisition Contingent Consideration [Line Items] | |||||
Goodwill | $ 560,688 | $ 528,424 | |||
Contingent consideration | 12,400 | $ 17,500 | |||
Fair value of contingent consideration | 3,100 | 800 | |||
Consideration paid in cash | 4,100 | 4,800 | |||
Consideration paid in cash | $ 23,400 | $ 23,700 | |||
Number of common stock issued | shares | 56,000 | 177,000 | |||
CMF Associates, LLC (“CMF”), Slaton Insurance (“Slaton”) and Pacific Coastal Pension and Insurance Services, Inc. (Pacific Coastal”) [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Goodwill | $ 32,255 | $ 39,460 | $ 32,300 | $ 39,500 | |
Acquisition of Client Lists [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Contingent consideration | $ 700 | ||||
Acquisition of Client Lists [Member] | Benefits and Insurance Services Practice Group [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Number of client list purchased | Client_List | 0 | 1 | |||
Previous Client List Purchases [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Consideration paid in cash | $ 600 | $ 700 |
Discontinued Operations and D74
Discontinued Operations and Divestitures - Additional Information (Detail) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018USD ($)Office | Jun. 30, 2017Office | Dec. 31, 2015Business | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Number of business divestiture | Office | 0 | 0 | |
Financial Services [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Number Of Businesses Sold | Business | 2 | ||
Benefits and Insurance Services Practice Group [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Gain from the sale of its individual wealth management business | $ | $ 0.7 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 232,641 | $ 232,641 | $ 211,016 | $ 498,731 | $ 452,475 |
Operating expenses | 205,102 | 188,120 | 409,852 | 380,886 | |
Gross margin | 27,539 | 22,896 | 88,879 | 71,589 | |
Corporate general & admin | 9,993 | 9,232 | 20,021 | 18,000 | |
Operating income (loss) | 17,546 | 13,664 | 68,858 | 53,589 | |
Other (expense) income: | |||||
Interest expense | (1,817) | (1,692) | (3,597) | (3,209) | |
Other (expense) income, net | 630 | 3,764 | (599) | 6,501 | |
Gain on sale of operations, net | 23 | 663 | 45 | ||
Total other (expense) income, net | (1,187) | 2,095 | (3,533) | 3,337 | |
Income from continuing operations before income tax expense | 16,359 | 15,759 | 65,325 | 56,926 | |
Financial Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 151,737 | 332,340 | |||
Benefits and Insurance Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 72,753 | 150,083 | |||
National Practices [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 8,151 | 16,308 | |||
Operating Segments [Member] | Financial Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 151,737 | 132,591 | 332,340 | 291,224 | |
Operating expenses | 129,070 | 115,851 | 262,103 | 235,240 | |
Gross margin | 22,667 | 16,740 | 70,237 | 55,984 | |
Operating income (loss) | 22,667 | 16,740 | 70,237 | 55,984 | |
Other (expense) income: | |||||
Other (expense) income, net | (17) | 28 | 248 | 43 | |
Total other (expense) income, net | (17) | 28 | 248 | 43 | |
Income from continuing operations before income tax expense | 22,650 | 16,768 | 70,485 | 56,027 | |
Operating Segments [Member] | Benefits and Insurance Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 72,753 | 70,559 | 150,083 | 145,723 | |
Operating expenses | 61,165 | 59,877 | 122,298 | 120,019 | |
Gross margin | 11,588 | 10,682 | 27,785 | 25,704 | |
Operating income (loss) | 11,588 | 10,682 | 27,785 | 25,704 | |
Other (expense) income: | |||||
Interest expense | (15) | (9) | (89) | (20) | |
Other (expense) income, net | 30 | 120 | 222 | 216 | |
Total other (expense) income, net | 15 | 111 | 133 | 196 | |
Income from continuing operations before income tax expense | 11,603 | 10,793 | 27,918 | 25,900 | |
Operating Segments [Member] | National Practices [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 8,151 | 7,866 | 16,308 | 15,528 | |
Operating expenses | 7,567 | 7,235 | 14,842 | 14,242 | |
Gross margin | 584 | 631 | 1,466 | 1,286 | |
Operating income (loss) | 584 | 631 | 1,466 | 1,286 | |
Other (expense) income: | |||||
Other (expense) income, net | (9) | (9) | |||
Total other (expense) income, net | (9) | (9) | |||
Income from continuing operations before income tax expense | 584 | 622 | 1,466 | 1,277 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating expenses | 7,300 | 5,157 | 10,609 | 11,385 | |
Gross margin | (7,300) | (5,157) | (10,609) | (11,385) | |
Corporate general & admin | 9,993 | 9,232 | 20,021 | 18,000 | |
Operating income (loss) | (17,293) | (14,389) | (30,630) | (29,385) | |
Other (expense) income: | |||||
Interest expense | (1,802) | (1,683) | (3,508) | (3,189) | |
Other (expense) income, net | 617 | 3,625 | (1,069) | 6,251 | |
Gain on sale of operations, net | 23 | 663 | 45 | ||
Total other (expense) income, net | (1,185) | 1,965 | (3,914) | 3,107 | |
Income from continuing operations before income tax expense | $ (18,478) | $ (12,424) | $ (34,544) | $ (26,278) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] shares in Millions, $ in Millions | Jul. 31, 2018USD ($)shares |
Subsequent Event [Line Items] | |
Stock repurchased, shares | shares | 0.1 |
Stock repurchased, value | $ | $ 1.2 |