Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2019shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | CBZ |
Entity Registrant Name | CBIZ, Inc. |
Entity Central Index Key | 0000944148 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 54,901,288 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,143 | $ 640 |
Restricted cash | 27,721 | 27,481 |
Accounts receivable, net | 264,434 | 207,287 |
Other current assets | 24,784 | 26,841 |
Current assets before funds held for clients | 319,082 | 262,249 |
Funds held for clients | 138,779 | 161,289 |
Total current assets | 457,861 | 423,538 |
Non-current assets: | ||
Property and equipment, net | 37,328 | 34,205 |
Goodwill and other intangible assets, net | 635,881 | 637,009 |
Assets of deferred compensation plan | 95,983 | 84,435 |
Operating lease right-of-use asset, net | 145,574 | |
Other non-current assets | 4,692 | 3,844 |
Total non-current assets | 919,458 | 759,493 |
Total assets | 1,377,319 | 1,183,031 |
Current liabilities: | ||
Accounts payable | 61,541 | 58,630 |
Income taxes payable | 13,864 | 464 |
Accrued personnel costs | 33,975 | 63,953 |
Contingent purchase price liability | 21,737 | 22,538 |
Operating lease liability | 28,647 | |
Other current liabilities | 12,492 | 13,656 |
Current liabilities before client fund obligations | 172,256 | 159,241 |
Client fund obligations | 138,866 | 162,073 |
Total current liabilities | 311,122 | 321,314 |
Non-current liabilities: | ||
Bank debt | 182,000 | 135,500 |
Debt issuance costs | (1,436) | (1,526) |
Total long-term debt | 180,564 | 133,974 |
Income taxes payable | 3,524 | 3,402 |
Deferred income taxes, net | 6,834 | 6,764 |
Deferred compensation plan obligations | 95,983 | 84,435 |
Contingent purchase price liability | 15,811 | 17,170 |
Operating lease liability | 138,373 | |
Other non-current liabilities | 1,621 | 22,309 |
Total non-current liabilities | 442,710 | 268,054 |
Total liabilities | 753,832 | 589,368 |
STOCKHOLDERS' EQUITY | ||
Common stock | 1,318 | 1,314 |
Additional paid in capital | 696,226 | 692,398 |
Retained earnings | 446,331 | 408,963 |
Treasury stock | (520,088) | (508,530) |
Accumulated other comprehensive loss | (300) | (482) |
Total stockholders’ equity | 623,487 | 593,663 |
Total liabilities and stockholders’ equity | $ 1,377,319 | $ 1,183,031 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Revenue | $ 269,998 | $ 266,090 |
Operating expenses | 215,496 | 204,750 |
Gross margin | 54,502 | 61,340 |
Corporate general and administrative expenses | 11,680 | 10,028 |
Operating income | 42,822 | 51,312 |
Other income (expense): | ||
Interest expense | (1,401) | (1,780) |
Gain on sale of operations, net | 497 | 663 |
Other income (expense), net | 9,260 | (1,229) |
Total other income (expense), net | 8,356 | (2,346) |
Income from continuing operations before income tax expense | 51,178 | 48,966 |
Income tax expense | 13,613 | 13,156 |
Income from continuing operations | 37,565 | 35,810 |
(Loss) income from discontinued operations, net of tax | (96) | 41 |
Net income | $ 37,469 | $ 35,851 |
Earnings per share - basic | $ 0.69 | $ 0.66 |
Earnings per share - diluted | $ 0.67 | $ 0.64 |
Basic weighted average shares outstanding | 54,287 | 54,071 |
Diluted weighted average shares outstanding | 55,915 | 55,924 |
Comprehensive income: | ||
Net income | $ 37,469 | $ 35,851 |
Other comprehensive income, net of tax | 81 | 114 |
Comprehensive income | $ 37,550 | $ 35,965 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, Amount at Dec. 31, 2017 | $ 530,879 | $ 1,301 | $ (491,046) | $ 675,504 | $ 345,302 | $ (182) |
Balance, Shares at Dec. 31, 2017 | 130,075 | 75,484 | ||||
Cumulative-effect of accounting changes adjustment | 1,622 | 1,622 | ||||
Net income | 35,851 | 35,851 | ||||
Other comprehensive income | 114 | 114 | ||||
Share repurchases | (558) | $ (558) | ||||
Share repurchases, Shares | 31 | |||||
Stock options exercised | 2,271 | $ 4 | 2,267 | |||
Stock options exercised, Shares | 339 | |||||
Share-based compensation | 1,437 | 1,437 | ||||
Share-based compensation, Shares | 56 | |||||
Balance, Amount at Mar. 31, 2018 | 571,616 | $ 1,305 | $ (491,604) | 679,208 | 382,775 | (68) |
Balance, Shares at Mar. 31, 2018 | 130,470 | 75,515 | ||||
Balance, Amount at Dec. 31, 2018 | 593,663 | $ 1,314 | $ (508,530) | 692,398 | 408,963 | (482) |
Balance, Shares at Dec. 31, 2018 | 131,404 | 76,332 | ||||
Cumulative-effect of accounting changes adjustment | ASU 2018-02 [Member] | (101) | 101 | ||||
Net income | 37,469 | 37,469 | ||||
Other comprehensive income | 81 | 81 | ||||
Share repurchases | (11,558) | $ (11,558) | ||||
Share repurchases, Shares | 580 | |||||
Restricted Stock | $ 1 | (1) | ||||
Restricted Stock, Shares | 173 | |||||
Stock options exercised | $ 1,400 | $ 2 | 1,398 | |||
Stock options exercised, Shares | 189 | 189 | ||||
Share-based compensation | $ 1,482 | 1,482 | ||||
Business acquisitions | 950 | $ 1 | 949 | |||
Business acquisitions, Shares | 47 | |||||
Balance, Amount at Mar. 31, 2019 | $ 623,487 | $ 1,318 | $ (520,088) | $ 696,226 | $ 446,331 | $ (300) |
Balance, Shares at Mar. 31, 2019 | 131,813 | 76,912 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 37,469 | $ 35,851 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 5,659 | 5,775 |
Bad debt expense, net of recoveries | 1,054 | 1,766 |
Adjustment to contingent earnout liability | (281) | 1,609 |
Stock-based compensation expense | 809 | 525 |
Other | (298) | (1,769) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable, net | (57,886) | (64,111) |
Other assets | 1,778 | (2,571) |
Accounts payable | 2,860 | 5,501 |
Income taxes payable | 14,195 | 15,413 |
Accrued personnel costs | (29,978) | (15,262) |
Other liabilities | (43) | (3,366) |
Operating cash flows used in continuing operations | (24,662) | (20,639) |
Operating cash flows (used in) provided by discontinued operations | (91) | 139 |
Net cash used in operating activities | (24,753) | (20,500) |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (1,291) | (15,568) |
Purchases of client fund investments | (9,470) | (6,170) |
Proceeds from the sales and maturities of client fund investments | 6,865 | 3,345 |
(Decrease) increase in funds held for clients | (395) | 616 |
Additions to property and equipment | (5,452) | (2,641) |
Other | 7 | 662 |
Net cash used in investing activities | (9,736) | (19,756) |
Cash flows from financing activities: | ||
Proceeds from bank debt | 141,800 | 274,900 |
Payment of bank debt | (95,300) | (238,700) |
Payment for acquisition of treasury stock | (11,558) | (558) |
Decrease in client funds obligations | (23,207) | (54,928) |
Proceeds from exercise of stock options | 1,400 | 2,271 |
Payment of contingent consideration of acquisitions | (2,999) | (3,223) |
Other | (111) | (58) |
Net cash provided by (used in) financing activities | 10,025 | (20,296) |
Net decrease in cash, cash equivalents and restricted cash | (24,464) | (60,552) |
Cash, cash equivalents and restricted cash at beginning of year | 130,554 | 182,262 |
Cash, cash equivalents and restricted cash at end of period | 106,090 | 121,710 |
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: | ||
Cash and cash equivalents | 2,143 | 295 |
Restricted cash | 27,721 | 29,773 |
Cash equivalents included in funds held for clients | 76,226 | 91,642 |
Cash, cash equivalents and restricted cash at end of period | $ 106,090 | $ 121,710 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | CBIZ, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Selected Terms Used in Notes to the Consolidated Financial Statements ASA – Administrative Service Agreement. ASC – Accounting Standards Codification. ASU – Accounting Standards Update CPA firm – Certified Public Accounting firm. FASB – The Financial Accounting Standards Board. GAAP – United States Generally Accepted Accounting Principles. LIBOR – London Interbank Offered Rate. Legacy ASC Topic 840 – ASC Topic 840, Leases. New Lease Standard – ASU No. 2016-12, Leases. ROU – Right-of-Use Asset. SEC – United States Securities and Exchange Commission. Tax Act – Tax Cuts and Jobs Act of 2017. Topic 220 – ASU No. 2018-02, Income Statement – Reporting Comprehensive Income. Topic 606 – ASU No. 2014-09, Revenue from Contracts with Customers. Topic 815 – ASU No. 2017-12, Derivatives and Hedging. 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, 2018. In our opinion, 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, 2018. Effective January 1, 2019, we have changed our accounting policy for the New Lease Standard as described below in Note 2, New Accounting Pronouncements. Revision of Previously Reported Financial Information: The Company has corrected an immaterial error related to the presentation of cash equivalents on the condensed Consolidated Statement of Cash Flows related to amounts included within funds held for clients. The correction resulted in a decrease of $57.2 million of cash used in investing activities for the period ended March 31, 2018, an increase of $148.8 million of cash, cash equivalents and restricted cash at January 1, 2018 and an increase of $91.6 million of cash, cash equivalents and restricted cash as of March 31, 2018 as reflected on the Consolidated Statement of Cash Flows. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | NOTE 2. New Accounting Pronouncements FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an accounting standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2019 Leases: Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. We elected the package of practical expedients permitted under the transition guidance which allowed us to carry forward historical lease classifications. The adoption of the New Lease Standard had a significant impact on our consolidated balance sheet and resulted in the recording of the operating lease ROU assets and corresponding operating lease liabilities. The consolidated balance sheet prior to January 1, 2019 was not restated and continues to be reported under the Legacy ASC Topic 840, which did not require the recognition of operating lease ROU assets and liabilities. The expense recognition for operating leases and finance leases under the New Lease Standard is consistent with the Legacy ASC Topic 840, therefore, as a result, there is no significant impact on our results of operations, liquidity or debt covenant compliance under our current credit agreements. The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 148,884 $ 148,884 Total assets 1,183,031 148,884 1,331,915 Operating lease liability - current — 28,407 28,407 Total current liabilities 321,314 28,407 349,721 Operating lease liability - non-current — 120,477 120,477 Total non-current liabilities 268,054 120,477 388,531 Total liabilities and stockholders' equity 1,183,031 148,884 1,331,915 Office facilities account for approximately 96% of our total leases. The lease liability for our office facilities is based on the present value of the remaining minimum lease payments, discounted utilizing our secured incremental borrowing rate at the effective date of January 1, 2019. Other leases consist primarily of information technology equipment and automobiles. The lease liability for our information technology equipment and automobiles is based on the present value of the remaining minimum lease payments, discounted utilizing our incremental borrowing rate at the effective date of January 1, 2019. For office facilities, technology equipment and automobiles, the Company has elected not to separate lease and non-lease components. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: On January 1, 2019, we adopted ASU 2018-02 which provides the optional election for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The adoption of Topic 220 resulted in a reclassification between accumulated other comprehensive income and retained earnings of $ 0.1 million, and had no impact on our consolidated results of operations . Derivatives and Hedging: On January 1, 2019, we adopted Topic 815 which improved and simplified 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. The adoption of Topic 815 did not have a material impact on our consolidated financial position or results of operations. Recently Issued Accounting Standards Internal-Use Software: In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This standard amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. ASU No. 2018-13 will be effective for us as of January 1, 2020, with early adoption permitted. We are currently reviewing the effect of this new standard on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue | Note 3. Revenue The following table disaggregates our revenue by source (in thousands): Three Months Ended March 31, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 185,144 $ — $ — $ 185,144 Core Benefits and Insurance — 73,538 — 73,538 Non-core Benefits and Insurance — 2,717 — 2,717 Managed networking, hardware services — — 6,424 6,424 National Practices consulting — — 2,175 2,175 Total revenue $ 185,144 $ 76,255 $ 8,599 $ 269,998 Three Months Ended March 31, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 180,603 $ — $ — $ 180,603 Core Benefits and Insurance — 74,122 — 74,122 Non-core Benefits and Insurance — 3,208 — 3,208 Managed networking, hardware services — — 5,958 5,958 National Practices consulting — — 1,969 1,969 Other — — 230 230 Total revenue $ 180,603 $ 77,330 $ 8,157 $ 266,090 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 progress measured in hours worked and anticipated realization. Anticipated realization is defined as the fixed fee divided by the product of the hours anticipated to complete a performance obligation and the standard billing rate. Anticipated realization rates are applied to hours charged to a contract when recognizing revenue. At the end of each reporting period, we evaluate the work performed to date to ensure that the amount of revenue recognized in each reporting period for the client arrangement is equal to the performance obligations met. 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. 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. We applied the guidance of Topic 606 in determining the appropriate accounting for outcome-based arrangements. Prior to recognizing revenue, we estimate the transaction price, including variable consideration that is subject to a constraint based on risks specific to the arrangement. We evaluate the estimate in each reporting period and recognize revenue to the extent it is probable that a significant reversal of revenue will not occur. Revenue is 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 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 revenue recognition standard, the cost to obtain a contract must be capitalized unless the contract period is one year or less. We pay commissions monthly and require the recipient of the commission to be employed by us at the time of the payment. Failure to remain employed at the date the commission is payable results in the forfeiture of commissions that would otherwise be due. Therefore, we have determined that the requirement of continued employment is substantive and accordingly, do not consider the commissions to be incremental costs of obtaining the customer contract and 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, we have applied a constraint on estimating revenue. Revenue is 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, we have applied a constraint on estimating 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 (i) advisory, (ii) third party administration, and (iii) actuarial services. • Advisory revenue is based on the value of assets under management, as provided by a third party, multiplied by an agreed upon rate. Advisory services revenue is calculated monthly or quarterly based on the estimated value of assets under management, as it is earned over the duration of the reporting period and relates to performance obligations satisfied during that period. The variability related to the estimated asset values used to recognize revenue during the reporting period is resolved and the amount of related revenue recognized is adjusted when the actual value of assets under management is known . • 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 related to the set-up fees is 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 consist 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 contract, 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 – We are required to disclose the aggregate amount of transaction price allocated to performance obligations that have not yet been satisfied as of the reporting date. The guidance provides certain practical expedients that limit this requirement, including performance obligations that are part of a contract that has the duration of one year or less. Since the majority of our contracts are one year or less in duration, we have applied this practical expedient related to quantifying remaining performance obligations. In regards to contracts with terms in excess of one year, certain contract periods related to our government healthcare consulting, group health and benefits consulting, and property and casualty insurance businesses have an original specified contract duration in excess of one year, however, the agreements provide CBIZ and the client with the right to cancel or terminate the contract with no substantial penalty. We have applied the provisions of Topic 606 and the FASB Transition Resource Group memo number 10-14, and note that the definition of contract duration does not extend beyond the goods and services already transferred for contracts that provide both the Company and the client with the right to cancel or terminate the contract with no substantial penalty. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 4. Accounts Receivable, Net Accounts receivable, net balances at March 31, 2019 and December 31, 2018 were as follows (in thousands): March 31, December 31, 2019 2018 Trade accounts receivable $ 167,624 $ 159,992 Unbilled revenue 109,384 60,684 Total accounts receivable 277,008 220,676 Allowance for doubtful accounts (12,574 ) (13,389 ) Accounts receivable, net $ 264,434 $ 207,287 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 were as follows (in thousands): March 31, December 31, 2019 2018 Goodwill $ 566,009 $ 564,300 Intangible assets: Client lists 182,184 181,564 Other intangible assets 9,450 9,447 Total intangible assets 191,634 191,011 Total goodwill and intangibles assets 757,643 755,311 Accumulated amortization: Client lists (116,103 ) (112,905 ) Other intangible assets (5,659 ) (5,397 ) Total accumulated amortization (121,762 ) (118,302 ) Goodwill and other intangible assets, net $ 635,881 $ 637,009 |
Depreciation and Amortization
Depreciation and Amortization | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 2018 Operating expenses $ 5,624 $ 5,682 Corporate general and administrative expenses 35 93 Total depreciation and amortization expense $ 5,659 $ 5,775 |
Debt and Financing Arrangements
Debt and Financing Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 7. Debt and Financing Arrangements Our primary financing arrangement is the 2018 credit facility, which 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. The 2018 credit facility will mature in 2023. We also have an unsecured $20 million line of credit used to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. The line of credit, which terminates August 16, 2019, did not have a balance outstanding at March 31, 2019. Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for additional details of our debt and financing arrangements. The balance outstanding under the credit facility was $182.0 million and $135.5 million at March 31, 2019 and December 31, 2018, respectively. Interest expense for the three months ended March 31, 2019 and 2018 was $1.4 million and $1.8 million, respectively. We had approximately $210 million of available funds under the credit facility at March 31, 2019, net of outstanding letters of credit of $1.1 million. As of March 31, 2019, we were in compliance with our debt covenants. Rates for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, 2019 2018 Weighted average rates 3.18% 2.98% Range of effective rates 2.12% - 5.50% 2.37% - 5.00% |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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 office facilities in lieu of cash security deposits which totaled $1.1 million at both March 31, 2019 and December 31, 2018. 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 at both March 31, 2019 and December 31, 2018. 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 $16.0 million, are currently pending, though 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 $142.0 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 | 3 Months Ended |
Mar. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | Note 9. Financial Instruments Bonds – We held corporate and municipal bonds with par values totaling $58.3 million and $55.7 million at March 31, 2019 and December 31, 2018, respectively. All bonds are investment grade and are classified as available-for-sale. These bonds have maturity or callable dates ranging from April 2019 through February 2024, 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 three months ended March 31, 2019 and the twelve months ended December 31, 2018 (in thousands): Three Months Ended Twelve Months Ended March 31, 2019 December 31, 2018 Fair value at beginning of period $ 56,556 $ 51,101 Purchases 9,470 18,426 Redemptions — (1,793 ) Maturities and calls (6,865 ) (10,445 ) Change in bond premium (171 ) (377 ) Fair market value adjustment 697 (356 ) Fair value at end of period $ 59,687 $ 56,556 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 LIBOR and pay the counterparties a fixed rate. Refer to the Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion on our interest rate swaps. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 533 Other non-current assets December 31, 2018 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-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 March 31, 2019 was (i) $25 million – 1.300% - October 2020, (ii) $10 million – 1.120% - February 2021 and (iii) $20 million – 1.770% - May 2022 and (iv) $15 million – 2.640% - 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 swap on our accompanying Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 (in thousands): (Loss) Gain Recognized in AOCL, Net of Tax Loss Reclassified from AOCL into Expense Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 Interest rate swap $ (427 ) $ 450 $ (139 ) $ (38 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements The following table summarizes our assets and liabilities at March 31, 2019 and December 31, 2018 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 March 31, 2019 December 31, 2018 Deferred compensation plan assets 1 $ 95,983 $ 84,435 Corporate and municipal bonds 1 $ 59,687 $ 56,556 Deferred compensation plan liabilities 1 $ (95,983 ) $ (84,435 ) Interest rate swaps 2 $ 533 $ 1,096 Contingent purchase price liabilities 3 $ (37,548 ) $ (39,708 ) During the three months ended March 31, 2019 and 2018, 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 three months ended March 31, 2019 and 2018 (pre-tax basis) (in thousands): 2019 2018 Beginning balance – January 1 $ (39,708 ) $ (37,574 ) Additions from business acquisitions (1,806 ) (8,320 ) Settlement of contingent purchase price liabilities 3,685 2,879 Change in fair value of contingencies 502 (1,370 ) Change in net present value of contingencies (221 ) (239 ) Ending balance – March 31 $ (37,548 ) $ (44,624 ) 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Net unrealized gain (loss) on available-for-sale securities, net of income taxes (1) $ 510 $ (330 ) Net unrealized (loss) gain on interest rate swaps, net of income taxes (2) (427 ) 450 Foreign currency translation (2 ) (6 ) Total other comprehensive income $ 81 $ 114 (1) Net of income tax expense (benefit) of $189 and $($122) for the three months ended March 31, 2019 and 2018, respectively. (2) Net of income tax (benefit) expense of ($132) and $138 for the three months ended March 31, 2019 and 2018, respectively. Accumulated other comprehensive loss, net of tax, was approximately $0.3 million and $0.5 million at March 31, 2019 and December 31, 2018, respectively. Accumulated other comprehensive loss consisted of adjustments, net of tax, for unrealized gains and losses on available-for-sale securities and interest rate swaps, and foreign currency translation. |
Employee Share Plans
Employee Share Plans | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Share Plans | Note 12. Employee Share Plans The CBIZ, Inc. 2014 Stock Incentive Plan (the “2014 Plan”), which expires in 2024, provides for the grant of restricted stock awards, stock options and performance awards. The terms and vesting schedules for the share-based awards vary by type and date of grant. A maximum of 9.6 million stock-based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but unissued shares of our common stock or treasury shares. Compensation expense for stock-based awards recognized during the three months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 2018 Stock options $ 519 $ 518 Restricted stock awards 929 919 Performance share units 34 — Total stock-based compensation expense $ 1,482 $ 1,437 Stock Options and Restricted Stock Awards – The following table presents our stock options and restricted stock award activity during the three months ended March 31, 2019 (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 3,622 $ 11.97 632 $ 15.35 Granted — $ — 173 $ 19.82 Exercised / Vested (189 ) $ 7.40 (63 ) $ 14.31 Expired or cancelled — $ — — $ — Outstanding at March 31, 2019 3,433 $ 12.22 742 $ 16.48 Exercisable at March 31, 2019 1,882 $ 9.40 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on achievement of an earnings per share target (weighted 70%) and achievement of total growth in revenue (weighted 30%). The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200% of the number of PSUs initially granted. The following table presents our PSU award activity during the three months ended March 31, 2019 (in thousands, except per share data): PSUs Fair Value Outstanding at beginning of year $ — $ — Granted 173 $ 19.82 Vested — $ — Expired or cancelled — $ — Outstanding at March 31, 2019 $ 173 $ 19.82 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 (in thousands, except per share data). Three Months Ended March 31, 2019 2018 Numerator: Income from continuing operations $ 37,565 $ 35,810 Denominator: Basic Weighted average common shares outstanding 54,287 54,071 Diluted Stock options (1) 1,311 1,449 Restricted stock awards (1) 274 367 Contingent shares (2) 43 37 Diluted weighted average common shares outstanding (3) 55,915 55,924 Basic earnings per share from continuing operations $ 0.69 $ 0.66 Diluted earnings per share from continuing operations $ 0.67 $ 0.64 (1) 0.6 million share based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2019 as their effect would be anti-dilutive whereas 0.5 million share based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2018. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. Refer to Note 14, Acquisitions, for further details . (3 ) The denominator used in calculated diluted earnings per share did not include approximately 173 thousand restricted performance shares, as the performance targets for these awards had not yet been met . |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
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. First Quarter 2019 – Effective January 1, 2019, we acquired substantially all of the assets of Wenner Group, LLC (“Wenner”), located in Denver, Colorado. Wenner is a full service accounting, tax, compliance and financial consulting firm. Operating results are reported in the Financial Services practice group. Aggregate consideration for this acquisition consisted of approximately $1.3 million in cash consideration and $1.8 million in contingent consideration. Under the terms of the acquisition agreement, 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 $1.8 million, of which $0.6 million was recorded in “Contingent purchase price liability – current” and $1.2 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at March 31, 2019. Refer to Note 10, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue attributable to Wenner is estimated to be approximately $2.4 million. Pro forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to our “Income from continuing operations before income taxes.” First Quarter 2018 – Effective February 1, 2018, we acquired substantially all of the assets of Laurus Transaction Advisors, LLC (“Laurus”), located in Denver, Colorado. Laurus provides financial and accounting due diligence and advisory services with respect to mergers and acquisition transactions to private equity groups as well as public and private companies. Operating results are reported in the Financial Services practice group. Aggregate consideration for this acquisition consisted of approximately $15.5 million in cash consideration and $8.3 million in contingent consideration. Under the terms of the acquisition agreement, 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 $8.3 million, of which $2.2 million was recorded in “Contingent purchase price liability – current” and $6.1 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at March 31, 2018. Refer to Note 10, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue attributable to Laurus is estimated to be approximately $5.6 million. Pro forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to our “Income from continuing operations before income taxes.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Accounts receivable, net $ 550 $ 1,255 Identifiable intangible assets 654 457 Other current assets 5 — Current liabilities (288 ) (805 ) Total identifiable net assets $ 921 $ 907 Goodwill 2,165 22,943 Aggregate purchase price $ 3,086 $ 23,850 The goodwill of $ 2.2 million and $ 22.9 million arising from the acquisition i n the first quarter of 2019 and 2018 , 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 three months ended March 31, 2019 and 2018, we did not purchase any client lists. Change in Contingent Purchase Price Liability for Previous Acquisitions – During the three months ended March 31, 2019 and 2018, the fair value of the contingent purchase price liability related to prior acquisitions decreased by $0.3 million and increased by $1.6 million, respectively. These changes in fair value are attributable to subsequent measurement adjustments based on projected future results of the acquired businesses, net present value adjustments and changes in stock price. These adjustments are included in “Other income (expense), net” in the accompanying Consolidated Statements of Comprehensive Income. Contingent Earnouts for Previous Acquisitions – We paid $2.7 million in cash and issued no shares of our common stock during the three months ended March 31, 2019 for previous acquisitions. During the same period last year, we paid $2.9 million in cash and issued no shares of our common stock. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Note 15. Discontinued Operations and Divestitures We divest (through sale or closure) business operations that do not contribute to our long-term objectives for growth, or that are not complementary to our target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria and treatment as discontinued operations. . During the first quarter of 2019 and 2018, we did not discontinue the operations of any of our businesses. 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 $0.5 million for the three months ended March 31, 2019, mostly attributable to a small accounting firm in the Financial Services practice group. For the same period in 2018, we recorded a gain of $0.7 million related to a small book of business in the Benefits and Insurance Services practice group. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 16. Segment Disclosures Our 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 the Company’s 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, Organization and Summary of Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2018, except for our lease policies. Refer to Note 1, Summary of Significant Accounting Policies – Changes in Accounting Policies, in this Quarterly Report on Form 10-Q. 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 months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 185,144 $ 76,255 $ 8,599 $ — $ 269,998 Operating expenses 134,458 61,371 8,000 11,667 215,496 Gross margin 50,686 14,884 599 (11,667 ) 54,502 Corporate general & administrative expenses — — — 11,680 11,680 Operating income (loss) 50,686 14,884 599 (23,347 ) 42,822 Other income (expense): Interest expense — (10 ) — (1,391 ) (1,401 ) Gain on sale of operations, net 497 — — — 497 Other (expense) income, net (136 ) 21 — 9,375 9,260 Total other (expense) income 361 11 — 7,984 8,356 Income (loss) from continuing operations before income tax expense $ 51,047 $ 14,895 $ 599 $ (15,363 ) $ 51,178 Three Months Ended March 31, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 180,603 $ 77,330 $ 8,157 $ — $ 266,090 Operating expenses 133,033 61,133 7,275 3,309 204,750 Gross margin 47,570 16,197 882 (3,309 ) 61,340 Corporate general & administrative expenses — — — 10,028 10,028 Operating income (loss) 47,570 16,197 882 (13,337 ) 51,312 Other income (expense): Interest expense — (75 ) — (1,705 ) (1,780 ) Gain on sale of operations, net — 663 — — 663 Other income (expense), net 265 193 — (1,687 ) (1,229 ) Total other income (expense) 265 781 — (3,392 ) (2,346 ) Income (loss) from continuing operations before income tax expense $ 47,835 $ 16,978 $ 882 $ (16,729 ) $ 48,966 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 17. LEASES We have operating leases primarily for office facilities, automobiles and information technology equipment. Office facilities account for approximately 96% of our total lease liability. Balance sheet information related to the Company’s operating leases as of March 31, 2019 was as follows (in thousands): March 31, 2019 Operating lease ROU assets $ 145,574 Current portion of operating lease liabilities 28,647 Noncurrent portion of operating lease liabilities 138,373 Total operating lease liabilities $ 167,020 March 31, 2019 Weighted-average remaining lease term 7.1 years Weighted-average discount rate 4.1% The components of lease expense and other lease information as of and during the three-month period ended March 31, 2019 are as follows (in thousands): March 31, 2019 Operating lease cost $ 9,242 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,260 Our leases have remaining lease terms of 1 year to 11 years. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and associated potential option payments are excluded from lease payments. Expenses associated with operating leases was $38 million, $38.4 million and $37 million for the years ended December 31, 2018, 2017 and 2016, respectively. A number of businesses acquired by us are located in properties owned indirectly by and leased from persons employed by the Company, none of whom are members of our senior management. In the aggregate, we made lease payments to those related parties of approximately $0.6 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively. The following table summarizes the maturity of our operating lease liabilities as of March 31, 2019 (in thousands): Operating Leases 2019 $ 25,975 2020 30,588 2021 26,243 2022 20,423 2023 19,097 Thereafter 66,194 Total undiscounted lease payments 188,520 Less: imputed interest (21,500 ) Total lease liabilities $ 167,020 The following table summarizes the maturity of our operating lease commitments as of December 31, 2018 (in thousands): Operating Leases 2019 $ 34,256 2020 30,419 2021 26,172 2022 20,358 2023 18,981 Thereafter 65,854 Total future minimum rental commitments $ 196,040 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events Subsequent to March 31, 2019 and through April 30, 2019, we repurchased 179 thousand shares of our common stock in the open market at a cost of $3.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Selected Terms Used in Notes to the Consolidated Financial Statements ASA – Administrative Service Agreement. ASC – Accounting Standards Codification. ASU – Accounting Standards Update CPA firm – Certified Public Accounting firm. FASB – The Financial Accounting Standards Board. GAAP – United States Generally Accepted Accounting Principles. LIBOR – London Interbank Offered Rate. Legacy ASC Topic 840 – ASC Topic 840, Leases. New Lease Standard – ASU No. 2016-12, Leases. ROU – Right-of-Use Asset. SEC – United States Securities and Exchange Commission. Tax Act – Tax Cuts and Jobs Act of 2017. Topic 220 – ASU No. 2018-02, Income Statement – Reporting Comprehensive Income. Topic 606 – ASU No. 2014-09, Revenue from Contracts with Customers. Topic 815 – ASU No. 2017-12, Derivatives and Hedging. 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, 2018. In our opinion, 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 Policy | 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, 2018. Effective January 1, 2019, we have changed our accounting policy for the New Lease Standard as described below in Note 2, New Accounting Pronouncements. |
Revision of Previously Reported Financial Information | Revision of Previously Reported Financial Information: The Company has corrected an immaterial error related to the presentation of cash equivalents on the condensed Consolidated Statement of Cash Flows related to amounts included within funds held for clients. The correction resulted in a decrease of $57.2 million of cash used in investing activities for the period ended March 31, 2018, an increase of $148.8 million of cash, cash equivalents and restricted cash at January 1, 2018 and an increase of $91.6 million of cash, cash equivalents and restricted cash as of March 31, 2018 as reflected on the Consolidated Statement of Cash Flows. |
New Accounting Pronouncements | FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an accounting standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2019 Leases: Effective January 1, 2019, we adopted the New Lease Standard using the modified retrospective method of applying the new standard at the adoption date. We elected the package of practical expedients permitted under the transition guidance which allowed us to carry forward historical lease classifications. The adoption of the New Lease Standard had a significant impact on our consolidated balance sheet and resulted in the recording of the operating lease ROU assets and corresponding operating lease liabilities. The consolidated balance sheet prior to January 1, 2019 was not restated and continues to be reported under the Legacy ASC Topic 840, which did not require the recognition of operating lease ROU assets and liabilities. The expense recognition for operating leases and finance leases under the New Lease Standard is consistent with the Legacy ASC Topic 840, therefore, as a result, there is no significant impact on our results of operations, liquidity or debt covenant compliance under our current credit agreements. The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 148,884 $ 148,884 Total assets 1,183,031 148,884 1,331,915 Operating lease liability - current — 28,407 28,407 Total current liabilities 321,314 28,407 349,721 Operating lease liability - non-current — 120,477 120,477 Total non-current liabilities 268,054 120,477 388,531 Total liabilities and stockholders' equity 1,183,031 148,884 1,331,915 Office facilities account for approximately 96% of our total leases. The lease liability for our office facilities is based on the present value of the remaining minimum lease payments, discounted utilizing our secured incremental borrowing rate at the effective date of January 1, 2019. Other leases consist primarily of information technology equipment and automobiles. The lease liability for our information technology equipment and automobiles is based on the present value of the remaining minimum lease payments, discounted utilizing our incremental borrowing rate at the effective date of January 1, 2019. For office facilities, technology equipment and automobiles, the Company has elected not to separate lease and non-lease components. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: On January 1, 2019, we adopted ASU 2018-02 which provides the optional election for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The adoption of Topic 220 resulted in a reclassification between accumulated other comprehensive income and retained earnings of $ 0.1 million, and had no impact on our consolidated results of operations . Derivatives and Hedging: On January 1, 2019, we adopted Topic 815 which improved and simplified 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. The adoption of Topic 815 did not have a material impact on our consolidated financial position or results of operations. Recently Issued Accounting Standards Internal-Use Software: In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. This standard is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This standard amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. ASU No. 2018-13 will be effective for us as of January 1, 2020, with early adoption permitted. We are currently reviewing the effect of this new standard on our consolidated financial statements. |
New Accounting Pronouncements (
New Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Impact of Adopting New Lease Standards on Consolidated Balance Sheet | The following table presents the impact of adopting the New Lease Standard on our consolidated balance sheet. Balance at Balance at December 31, 2018 New Lease Standard January 1, 2019 Operating lease right-of-use asset, net $ — $ 148,884 $ 148,884 Total assets 1,183,031 148,884 1,331,915 Operating lease liability - current — 28,407 28,407 Total current liabilities 321,314 28,407 349,721 Operating lease liability - non-current — 120,477 120,477 Total non-current liabilities 268,054 120,477 388,531 Total liabilities and stockholders' equity 1,183,031 148,884 1,331,915 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Summary of Disaggregation of Revenue by Source | The following table disaggregates our revenue by source (in thousands): Three Months Ended March 31, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 185,144 $ — $ — $ 185,144 Core Benefits and Insurance — 73,538 — 73,538 Non-core Benefits and Insurance — 2,717 — 2,717 Managed networking, hardware services — — 6,424 6,424 National Practices consulting — — 2,175 2,175 Total revenue $ 185,144 $ 76,255 $ 8,599 $ 269,998 Three Months Ended March 31, 2018 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 180,603 $ — $ — $ 180,603 Core Benefits and Insurance — 74,122 — 74,122 Non-core Benefits and Insurance — 3,208 — 3,208 Managed networking, hardware services — — 5,958 5,958 National Practices consulting — — 1,969 1,969 Other — — 230 230 Total revenue $ 180,603 $ 77,330 $ 8,157 $ 266,090 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net balances at March 31, 2019 and December 31, 2018 were as follows (in thousands): March 31, December 31, 2019 2018 Trade accounts receivable $ 167,624 $ 159,992 Unbilled revenue 109,384 60,684 Total accounts receivable 277,008 220,676 Allowance for doubtful accounts (12,574 ) (13,389 ) Accounts receivable, net $ 264,434 $ 207,287 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill and Other Intangible Assets, Net | The components of goodwill and other intangible assets, net at March 31, 2019 and December 31, 2018 were as follows (in thousands): March 31, December 31, 2019 2018 Goodwill $ 566,009 $ 564,300 Intangible assets: Client lists 182,184 181,564 Other intangible assets 9,450 9,447 Total intangible assets 191,634 191,011 Total goodwill and intangibles assets 757,643 755,311 Accumulated amortization: Client lists (116,103 ) (112,905 ) Other intangible assets (5,659 ) (5,397 ) Total accumulated amortization (121,762 ) (118,302 ) Goodwill and other intangible assets, net $ 635,881 $ 637,009 |
Depreciation and Amortization (
Depreciation and Amortization (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Depreciation and Amortization Expense for Property and Equipment and Intangible Assets | Depreciation and amortization expense for property and equipment and intangible assets for the three months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 2018 Operating expenses $ 5,624 $ 5,682 Corporate general and administrative expenses 35 93 Total depreciation and amortization expense $ 5,659 $ 5,775 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Rates for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, 2019 2018 Weighted average rates 3.18% 2.98% Range of effective rates 2.12% - 5.50% 2.37% - 5.00% |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Summary of Bond Activity | The following table summarizes our bond activity for the three months ended March 31, 2019 and the twelve months ended December 31, 2018 (in thousands): Three Months Ended Twelve Months Ended March 31, 2019 December 31, 2018 Fair value at beginning of period $ 56,556 $ 51,101 Purchases 9,470 18,426 Redemptions — (1,793 ) Maturities and calls (6,865 ) (10,445 ) Change in bond premium (171 ) (377 ) Fair market value adjustment 697 (356 ) Fair value at end of period $ 59,687 $ 56,556 |
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 March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 533 Other non-current assets December 31, 2018 Notional Fair Amount Value Balance Sheet Location Interest rate swaps $ 70,000 $ 1,096 Other non-current assets |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 (in thousands): (Loss) Gain Recognized in AOCL, Net of Tax Loss Reclassified from AOCL into Expense Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 Interest rate swap $ (427 ) $ 450 $ (139 ) $ (38 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 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 March 31, 2019 December 31, 2018 Deferred compensation plan assets 1 $ 95,983 $ 84,435 Corporate and municipal bonds 1 $ 59,687 $ 56,556 Deferred compensation plan liabilities 1 $ (95,983 ) $ (84,435 ) Interest rate swaps 2 $ 533 $ 1,096 Contingent purchase price liabilities 3 $ (37,548 ) $ (39,708 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | During the three months ended March 31, 2019 and 2018, 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 three months ended March 31, 2019 and 2018 (pre-tax basis) (in thousands): 2019 2018 Beginning balance – January 1 $ (39,708 ) $ (37,574 ) Additions from business acquisitions (1,806 ) (8,320 ) Settlement of contingent purchase price liabilities 3,685 2,879 Change in fair value of contingencies 502 (1,370 ) Change in net present value of contingencies (221 ) (239 ) Ending balance – March 31 $ (37,548 ) $ (44,624 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Net unrealized gain (loss) on available-for-sale securities, net of income taxes (1) $ 510 $ (330 ) Net unrealized (loss) gain on interest rate swaps, net of income taxes (2) (427 ) 450 Foreign currency translation (2 ) (6 ) Total other comprehensive income $ 81 $ 114 (1) Net of income tax expense (benefit) of $189 and $($122) for the three months ended March 31, 2019 and 2018, respectively. (2) Net of income tax (benefit) expense of ($132) and $138 for the three months ended March 31, 2019 and 2018, respectively. |
Employee Share Plans (Tables)
Employee Share Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Share-Based Compensation Awards | Compensation expense for stock-based awards recognized during the three months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 2018 Stock options $ 519 $ 518 Restricted stock awards 929 919 Performance share units 34 — Total stock-based compensation expense $ 1,482 $ 1,437 |
Stock Award Activity | Stock Options and Restricted Stock Awards – The following table presents our stock options and restricted stock award activity during the three months ended March 31, 2019 (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 3,622 $ 11.97 632 $ 15.35 Granted — $ — 173 $ 19.82 Exercised / Vested (189 ) $ 7.40 (63 ) $ 14.31 Expired or cancelled — $ — — $ — Outstanding at March 31, 2019 3,433 $ 12.22 742 $ 16.48 Exercisable at March 31, 2019 1,882 $ 9.40 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. |
Performance Shares [Member] | |
Stock Award Activity | The following table presents our PSU award activity during the three months ended March 31, 2019 (in thousands, except per share data): PSUs Fair Value Outstanding at beginning of year $ — $ — Granted 173 $ 19.82 Vested — $ — Expired or cancelled — $ — Outstanding at March 31, 2019 $ 173 $ 19.82 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three months ended March 31, 2019 and 2018 (in thousands, except per share data). Three Months Ended March 31, 2019 2018 Numerator: Income from continuing operations $ 37,565 $ 35,810 Denominator: Basic Weighted average common shares outstanding 54,287 54,071 Diluted Stock options (1) 1,311 1,449 Restricted stock awards (1) 274 367 Contingent shares (2) 43 37 Diluted weighted average common shares outstanding (3) 55,915 55,924 Basic earnings per share from continuing operations $ 0.69 $ 0.66 Diluted earnings per share from continuing operations $ 0.67 $ 0.64 (1) 0.6 million share based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2019 as their effect would be anti-dilutive whereas 0.5 million share based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2018. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met. Refer to Note 14, Acquisitions, for further details . (3 ) The denominator used in calculated diluted earnings per share did not include approximately 173 thousand restricted performance shares, as the performance targets for these awards had not yet been met . |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
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 three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Accounts receivable, net $ 550 $ 1,255 Identifiable intangible assets 654 457 Other current assets 5 — Current liabilities (288 ) (805 ) Total identifiable net assets $ 921 $ 907 Goodwill 2,165 22,943 Aggregate purchase price $ 3,086 $ 23,850 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information for the three months ended March 31, 2019 and 2018 was as follows (in thousands): Three Months Ended March 31, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 185,144 $ 76,255 $ 8,599 $ — $ 269,998 Operating expenses 134,458 61,371 8,000 11,667 215,496 Gross margin 50,686 14,884 599 (11,667 ) 54,502 Corporate general & administrative expenses — — — 11,680 11,680 Operating income (loss) 50,686 14,884 599 (23,347 ) 42,822 Other income (expense): Interest expense — (10 ) — (1,391 ) (1,401 ) Gain on sale of operations, net 497 — — — 497 Other (expense) income, net (136 ) 21 — 9,375 9,260 Total other (expense) income 361 11 — 7,984 8,356 Income (loss) from continuing operations before income tax expense $ 51,047 $ 14,895 $ 599 $ (15,363 ) $ 51,178 Three Months Ended March 31, 2018 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 180,603 $ 77,330 $ 8,157 $ — $ 266,090 Operating expenses 133,033 61,133 7,275 3,309 204,750 Gross margin 47,570 16,197 882 (3,309 ) 61,340 Corporate general & administrative expenses — — — 10,028 10,028 Operating income (loss) 47,570 16,197 882 (13,337 ) 51,312 Other income (expense): Interest expense — (75 ) — (1,705 ) (1,780 ) Gain on sale of operations, net — 663 — — 663 Other income (expense), net 265 193 — (1,687 ) (1,229 ) Total other income (expense) 265 781 — (3,392 ) (2,346 ) Income (loss) from continuing operations before income tax expense $ 47,835 $ 16,978 $ 882 $ (16,729 ) $ 48,966 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Operating Leases | Balance sheet information related to the Company’s operating leases as of March 31, 2019 was as follows (in thousands): March 31, 2019 Operating lease ROU assets $ 145,574 Current portion of operating lease liabilities 28,647 Noncurrent portion of operating lease liabilities 138,373 Total operating lease liabilities $ 167,020 March 31, 2019 Weighted-average remaining lease term 7.1 years Weighted-average discount rate 4.1% |
Schedule of Lease Expense and Other Lease Information | The components of lease expense and other lease information as of and during the three-month period ended March 31, 2019 are as follows (in thousands): March 31, 2019 Operating lease cost $ 9,242 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,260 |
Schedule of Maturity of Operating Lease Liabilities | The following table summarizes the maturity of our operating lease liabilities as of March 31, 2019 (in thousands): Operating Leases 2019 $ 25,975 2020 30,588 2021 26,243 2022 20,423 2023 19,097 Thereafter 66,194 Total undiscounted lease payments 188,520 Less: imputed interest (21,500 ) Total lease liabilities $ 167,020 |
Schedule of Maturity of Operating Lease Commitments | The following table summarizes the maturity of our operating lease commitments as of December 31, 2018 (in thousands): Operating Leases 2019 $ 34,256 2020 30,419 2021 26,172 2022 20,358 2023 18,981 Thereafter 65,854 Total future minimum rental commitments $ 196,040 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Jan. 02, 2018USD ($) | Mar. 31, 2019USD ($)Practice_Groups | Mar. 31, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of practice groups | Practice_Groups | 3 | ||
New accounting pronouncements or adoption of new standard resulted a (decrease) increase in net cash provided by investing activities | $ 9,736 | $ 19,756 | |
Accounting Standards Update 2016-02 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
New accounting pronouncements or adoption of new standard resulted a (decrease) increase in net cash provided by investing activities | 57,200 | ||
New accounting pronouncements or adoption of new standard resulted a (decrease) increase in cash, cash equivalents and restricted cash | $ 148,800 | $ 91,600 |
New Accounting Pronouncements -
New Accounting Pronouncements - Summary of Impact of Adopting New Lease Standards on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | $ 145,574 | ||
Total assets | 1,377,319 | $ 1,183,031 | |
Operating lease liability - current | 28,647 | ||
Total current liabilities | 311,122 | 321,314 | |
Operating lease liability - non-current | 138,373 | ||
Total non-current liabilities | 442,710 | 268,054 | |
Total liabilities and stockholders' equity | $ 1,377,319 | $ 1,183,031 | |
Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | $ 148,884 | ||
Total assets | 1,331,915 | ||
Operating lease liability - current | 28,407 | ||
Total current liabilities | 349,721 | ||
Operating lease liability - non-current | 120,477 | ||
Total non-current liabilities | 388,531 | ||
Total liabilities and stockholders' equity | 1,331,915 | ||
Accounting Standards Update 2016-02 [Member] | New Lease Standard [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use asset, net | 148,884 | ||
Total assets | 148,884 | ||
Operating lease liability - current | 28,407 | ||
Total current liabilities | 28,407 | ||
Operating lease liability - non-current | 120,477 | ||
Total non-current liabilities | 120,477 | ||
Total liabilities and stockholders' equity | $ 148,884 |
New Accounting Pronouncements_2
New Accounting Pronouncements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Operating lease, Percentage of office facilities | 96.00% |
ASU 2018-02 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Reclassification between AOCI and retained earnings | $ 0.1 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 269,998 | $ 266,090 |
Accounting, Tax, Advisory and Consulting [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 185,144 | 180,603 |
Core Benefits and Insurance [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 73,538 | 74,122 |
Non-core Benefits and Insurance [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 2,717 | 3,208 |
Managed Networking, Hardware Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 6,424 | 5,958 |
National Practices Consulting [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 2,175 | 1,969 |
Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 230 | |
Financial Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 185,144 | 180,603 |
Financial Services [Member] | Accounting, Tax, Advisory and Consulting [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 185,144 | 180,603 |
Benefits and Insurance Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 76,255 | 77,330 |
Benefits and Insurance Services [Member] | Core Benefits and Insurance [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 73,538 | 74,122 |
Benefits and Insurance Services [Member] | Non-core Benefits and Insurance [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 2,717 | 3,208 |
National Practices [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 8,599 | 8,157 |
National Practices [Member] | Managed Networking, Hardware Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 6,424 | 5,958 |
National Practices [Member] | National Practices Consulting [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 2,175 | 1,969 |
National Practices [Member] | Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 230 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable Net Current [Abstract] | ||
Trade accounts receivable | $ 167,624 | $ 159,992 |
Unbilled revenue | 109,384 | 60,684 |
Total accounts receivable | 277,008 | 220,676 |
Allowance for doubtful accounts | (12,574) | (13,389) |
Accounts receivable, net | $ 264,434 | $ 207,287 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Components of Goodwill and Other Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 566,009 | $ 564,300 |
Intangible assets: | ||
Total intangible assets | 191,634 | 191,011 |
Total goodwill and intangibles assets | 757,643 | 755,311 |
Accumulated amortization: | ||
Total accumulated amortization | (121,762) | (118,302) |
Goodwill and other intangible assets, net | 635,881 | 637,009 |
Client Lists [Member] | ||
Intangible assets: | ||
Total intangible assets | 182,184 | 181,564 |
Accumulated amortization: | ||
Total accumulated amortization | (116,103) | (112,905) |
Other Intangible Assets [Member] | ||
Intangible assets: | ||
Total intangible assets | 9,450 | 9,447 |
Accumulated amortization: | ||
Total accumulated amortization | $ (5,659) | $ (5,397) |
Depreciation and Amortization -
Depreciation and Amortization - Depreciation and Amortization Expense for Property and Equipment and Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expense | $ 5,659 | $ 5,775 |
Operating Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expense | 5,624 | 5,682 |
Corporate General and Administrative Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expense | $ 35 | $ 93 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Outstanding balance under applicable credit facility | $ 182,000 | $ 135,500 | |
Interest expense | 1,401 | $ 1,780 | |
Available funds under credit facility | 210,000 | ||
Outstanding letters of credit | $ 1,100 | $ 1,100 | |
2018 Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility maturity year | 2023 | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Revolving loan commitment | $ 20,000 | ||
Line of credit facility, termination date | Aug. 16, 2019 | ||
Outstanding line of credit | $ 0 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||
Weighted average rates | 3.18% | 2.98% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 2.12% | 2.37% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 5.50% | 5.50% |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 1.1 | $ 1.1 |
License bonds outstanding amount | $ 2.9 | $ 2.9 |
Commitments and Contingencies_2
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) $ in Millions | Sep. 16, 2016USD ($) | Mar. 31, 2019USD ($)Plaintiff |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of Plaintiffs | Plaintiff | 2 | |
Damages sought amount | $ 16 | |
Altoona Regional Health System [Member] | Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 142 |
Financial Instruments (Bonds) -
Financial Instruments (Bonds) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | ||
Corporate and municipal bonds | $ 58.3 | $ 55.7 |
Maturity dates of bonds, start date | 2019-04 | |
Maturity dates of bonds, end date | 2024-02 |
Financial Instruments - Summary
Financial Instruments - Summary of Bond Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Fair value at beginning of period | $ 56,556 | $ 51,101 |
Purchases | 9,470 | 18,426 |
Redemptions | (1,793) | |
Maturities and calls | (6,865) | (10,445) |
Change in bond premium | (171) | (377) |
Fair market value adjustment | 697 | (356) |
Fair value at end of period | $ 59,687 | $ 56,556 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swaps [Member] - Other Non-current Assets [Member] - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 70,000,000 | $ 70,000,000 |
Fair Value | $ 533,000 | $ 1,096,000 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Interest rate swap, description of interest received | interest that varies with the one-month LIBOR |
Derivative, Type of Interest Rate Paid on Swap | fixed |
October 2020 [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Notional value | $ 25,000,000 |
Interest rate swap, fixed interest rate | 1.30% |
February 2021 [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Notional value | $ 10,000,000 |
Interest rate swap, fixed interest rate | 1.12% |
May 2022 [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Notional value | $ 20,000,000 |
Interest rate swap, fixed interest rate | 1.77% |
June 2023 [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Notional value | $ 15,000,000 |
Interest rate swap, fixed interest rate | 2.64% |
Financial Instruments - Summa_3
Financial Instruments - Summary of Effects of Interest Rate Swaps (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivatives, Fair Value [Line Items] | ||
(Loss) Gain Recognized in AOCL, Net of Tax | $ (427) | $ 450 |
Interest Rate Swap [Member] | Interest Expense [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Loss) Gain Recognized in AOCL, Net of Tax | (427) | 450 |
Loss Reclassified from AOCL into Expense | $ (139) | $ (38) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Corporate and municipal bonds | $ 59,687 | $ 56,556 | $ 51,101 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 95,983 | 84,435 | |
Corporate and municipal bonds | 59,687 | 56,556 | |
Deferred compensation plan liabilities | (95,983) | (84,435) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 533 | 1,096 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (37,548) | $ (39,708) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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) - Contingent Purchase Price Liabilities [Member] - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (39,708) | $ (37,574) |
Additions from business acquisitions | (1,806) | (8,320) |
Settlement of contingent purchase price liabilities | 3,685 | 2,879 |
Change in fair value of contingencies | 502 | (1,370) |
Change in net present value of contingencies | (221) | (239) |
Ending balance | $ (37,548) | $ (44,624) |
Other Comprehensive Income - Su
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||
Net unrealized gain (loss) on available-for-sale securities, net of income taxes | $ 510 | $ (330) |
Net unrealized (loss) gain on interest rate swaps, net of income taxes | (427) | 450 |
Foreign currency translation | (2) | (6) |
Total other comprehensive income | $ 81 | $ 114 |
Other Comprehensive Income - _2
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||
Unrealized gain (loss) on available for sale securities, income tax expense (benefit) | $ 189 | $ (122) |
Unrealized gain on interest rate swaps, income tax (benefit) expense | $ (132) | $ 138 |
Other Comprehensive Income - Ad
Other Comprehensive Income - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |||
Accumulated other comprehensive loss, net of tax | $ (300) | $ (482) | $ (500) |
Employee Share Plans - Addition
Employee Share Plans - Additional Information (Detail) shares in Millions | 3 Months Ended |
Mar. 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Maximum stock based compensation awards granted under the plan | 9.6 |
Stock awards expiry | 2024 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, remaining contractual terms | 3 years |
Performance share units, vesting period | 3 years |
Achievement of an earnings per share target | 70.00% |
Achievement of total growth in revenue | 30.00% |
Percentage of initial grant | 200.00% |
Employee Share Plans - Schedule
Employee Share Plans - Schedule of Share-Based Compensation Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | ||
Stock options | $ 519 | $ 518 |
Restricted stock awards | 929 | 919 |
Performance share units | 34 | |
Total stock-based compensation expense | $ 1,482 | $ 1,437 |
Employee Share Plans - Stock Aw
Employee Share Plans - Stock Award Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning balance, Number of Options | shares | 3,622 |
Exercised / Vested, Number of Options | shares | (189) |
Outstanding Ending balance, Number of Options | shares | 3,433 |
Exercisable Ending balance, Number of Options | shares | 1,882 |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ / shares | $ 11.97 |
Exercised / Vested, Weighted Average Exercise Price Per Share | $ / shares | 7.40 |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | $ / shares | 12.22 |
Exercisable Ending balance, Weighted Average Exercise Price | $ / shares | $ 9.40 |
Restricted Stock Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning balance, Number of Shares | shares | 632 |
Granted, Number of Shares | shares | 173 |
Exercised / Vested, Number of Shares | shares | (63) |
Outstanding Ending balance, Number of Shares | shares | 742 |
Outstanding Beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.35 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 19.82 |
Exercised / Vested, Weighted Average Grant-Date Fair Value | $ / shares | 14.31 |
Outstanding Ending balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 16.48 |
Employee Share Plans - Performa
Employee Share Plans - Performance Share Units Award Activity (Detail) - Performance Shares [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted, Number of Shares | shares | 173 |
Outstanding Ending balance, Number of Shares | shares | 173 |
Granted, Price Per Share | $ / shares | $ 19.82 |
Balance at end of period | $ / shares | $ 19.82 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Income from continuing operations | $ 37,565 | $ 35,810 |
Basic | ||
Weighted average common shares outstanding | 54,287 | 54,071 |
Diluted | ||
Stock options | 1,311 | 1,449 |
Restricted stock awards | 274 | 367 |
Contingent shares | 43 | 37 |
Diluted weighted average common shares outstanding | 55,915 | 55,924 |
Basic earnings per share from continuing operations | $ 0.69 | $ 0.66 |
Diluted earnings per share from continuing operations | $ 0.67 | $ 0.64 |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 600 | 500 |
Restricted Performance Shares [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 | 173 |
Acquisitions (First Quarter 201
Acquisitions (First Quarter 2019) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration, current | $ 21,737 | $ 22,538 |
Contingent consideration, non-current | $ 15,811 | $ 17,170 |
Wenner Group, LLC [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Effective date of acquisition | Jan. 1, 2019 | |
Acquired entity, name | Wenner Group, LLC | |
Consideration paid in cash | $ 1,300 | |
Contingent consideration | 1,800 | |
Contingent arrangements arising from acquisitions | 1,800 | |
Contingent consideration, current | 600 | |
Contingent consideration, non-current | 1,200 | |
Annual revenue | $ 2,400 |
Acquisitions (First Quarter 2_2
Acquisitions (First Quarter 2018) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, current | $ 21,737 | $ 22,538 | |
Contingent consideration, non-current | $ 15,811 | $ 17,170 | |
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 | ||
Consideration paid in cash | $ 15,500 | ||
Contingent consideration | 8,300 | ||
Contingent arrangements arising from acquisitions | 8,300 | ||
Contingent consideration, current | 2,200 | ||
Contingent consideration, non-current | 6,100 | ||
Annual revenue | $ 5,600 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 566,009 | $ 564,300 | |
Wenner Group, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | 550 | ||
Identifiable intangible assets | 654 | ||
Other current assets | 5 | ||
Current liabilities | (288) | ||
Total identifiable net assets | 921 | ||
Goodwill | 2,165 | ||
Aggregate purchase price | $ 3,086 | ||
Laurus Transaction Advisors, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | $ 1,255 | ||
Identifiable intangible assets | 457 | ||
Current liabilities | (805) | ||
Total identifiable net assets | 907 | ||
Goodwill | 22,943 | ||
Aggregate purchase price | $ 23,850 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)Client_Listshares | Mar. 31, 2018USD ($)Client_Listshares | Dec. 31, 2018USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 566,009 | $ 564,300 | |
Changes in fair value of contingent consideration | (300) | $ 1,600 | |
Consideration paid in cash | $ 2,700 | $ 2,900 | |
Number of common stock issued | shares | 0 | 0 | |
Wenner Group, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 2,165 | ||
Laurus Transaction Advisors, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 22,943 | ||
Acquisition of Client Lists [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 0 | 0 |
Discontinued Operations and D_2
Discontinued Operations and Divestitures - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)Business | Mar. 31, 2018USD ($)Business | Dec. 31, 2015Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of businesses sold | Business | 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 | 1 | ||
Financial Services Practice Group [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain from the sale of its individual wealth management business | $ | $ 0.5 | ||
Benefit 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) | 3 Months Ended |
Mar. 31, 2019Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 269,998 | $ 266,090 |
Operating expenses | 215,496 | 204,750 |
Gross margin | 54,502 | 61,340 |
Corporate general & administrative expenses | 11,680 | 10,028 |
Operating income | 42,822 | 51,312 |
Other income (expense): | ||
Interest expense | (1,401) | (1,780) |
Gain on sale of operations, net | 497 | 663 |
Other (expense) income, net | 9,260 | (1,229) |
Total other income (expense), net | 8,356 | (2,346) |
Income from continuing operations before income tax expense | 51,178 | 48,966 |
Operating Segments [Member] | Financial Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 185,144 | 180,603 |
Operating expenses | 134,458 | 133,033 |
Gross margin | 50,686 | 47,570 |
Operating income | 50,686 | 47,570 |
Other income (expense): | ||
Gain on sale of operations, net | 497 | |
Other (expense) income, net | (136) | 265 |
Total other income (expense), net | 361 | 265 |
Income from continuing operations before income tax expense | 51,047 | 47,835 |
Operating Segments [Member] | Benefits and Insurance Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 76,255 | 77,330 |
Operating expenses | 61,371 | 61,133 |
Gross margin | 14,884 | 16,197 |
Operating income | 14,884 | 16,197 |
Other income (expense): | ||
Interest expense | (10) | (75) |
Gain on sale of operations, net | 663 | |
Other (expense) income, net | 21 | 193 |
Total other income (expense), net | 11 | 781 |
Income from continuing operations before income tax expense | 14,895 | 16,978 |
Operating Segments [Member] | National Practices [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,599 | 8,157 |
Operating expenses | 8,000 | 7,275 |
Gross margin | 599 | 882 |
Operating income | 599 | 882 |
Other income (expense): | ||
Income from continuing operations before income tax expense | 599 | 882 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | 11,667 | 3,309 |
Gross margin | (11,667) | (3,309) |
Corporate general & administrative expenses | 11,680 | 10,028 |
Operating income | (23,347) | (13,337) |
Other income (expense): | ||
Interest expense | (1,391) | (1,705) |
Other (expense) income, net | 9,375 | (1,687) |
Total other income (expense), net | 7,984 | (3,392) |
Income from continuing operations before income tax expense | $ (15,363) | $ (16,729) |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lessee Lease Description [Line Items] | |||||
Operating lease, Percentage of office facilities | 96.00% | ||||
Operating lease, option to extend | Our leases have remaining lease terms of 1 year to 11 years. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and associated potential option payments are excluded from lease payments. | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||
Operating lease expense | $ 38 | $ 38.4 | $ 37 | ||
Operating lease payments to related parties | $ 0.6 | $ 0.9 | |||
Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease, Remaining lease term | 1 year | ||||
Operating lease, renewal term | 2 years | ||||
Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease, Remaining lease term | 11 years | ||||
Operating lease, renewal term | 5 years |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Operating Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 145,574 |
Current portion of operating lease liabilities | 28,647 |
Noncurrent portion of operating lease liabilities | 138,373 |
Total operating lease liabilities | $ 167,020 |
Weighted-average remaining lease term | 7 years 1 month 6 days |
Weighted-average discount rate | 4.10% |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense and Other Lease Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 9,242 |
Cash paid for amounts included in measurement of lease liabilities | |
Operating cash flows from operating leases | $ 9,260 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 25,975 |
2020 | 30,588 |
2021 | 26,243 |
2022 | 20,423 |
2023 | 19,097 |
Thereafter | 66,194 |
Total undiscounted lease payments | 188,520 |
Less: imputed interest | (21,500) |
Total lease liabilities | $ 167,020 |
Leases - Schedule of Maturity_2
Leases - Schedule of Maturity of Operating Lease Commitments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 34,256 |
2020 | 30,419 |
2021 | 26,172 |
2022 | 20,358 |
2023 | 18,981 |
Thereafter | 65,854 |
Total future minimum rental commitments | $ 196,040 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] shares in Thousands, $ in Millions | 1 Months Ended |
Apr. 30, 2019USD ($)shares | |
Subsequent Event [Line Items] | |
Repurchase of common stock, shares | shares | 179 |
Repurchase of common stock, value | $ | $ 3.5 |