Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CBZ | |
Entity Registrant Name | CBIZ, Inc. | |
Entity Central Index Key | 0000944148 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Security Exchange Name | NYSE | |
Entity File Number | 1-32961 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2769024 | |
Entity Address, Address Line One | 6050 Oak Tree Boulevard | |
Entity Address, Address Line Two | South | |
Entity Address, Address Line Three | Suite 500 | |
Entity Address, City or Town | Cleveland | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44131 | |
City Area Code | 216 | |
Local Phone Number | 447-9000 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 54,681,666 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,620 | $ 567 |
Restricted cash | 42,411 | 29,595 |
Accounts receivable, net | 267,198 | 222,031 |
Other current assets | 22,472 | 24,325 |
Current assets before funds held for clients | 341,701 | 276,518 |
Funds held for clients | 130,473 | 179,502 |
Total current assets | 472,174 | 456,020 |
Non-current assets: | ||
Property and equipment, net | 40,199 | 39,412 |
Goodwill and other intangible assets, net | 661,180 | 654,671 |
Assets of deferred compensation plan | 107,709 | 106,851 |
Operating lease right-of-use asset, net | 143,143 | 140,831 |
Other non-current assets | 3,203 | 2,989 |
Total non-current assets | 955,434 | 944,754 |
Total assets | 1,427,608 | 1,400,774 |
Current liabilities: | ||
Accounts payable | 86,484 | 68,510 |
Income taxes payable | 17,803 | 57 |
Accrued personnel costs | 40,185 | 59,898 |
Contingent purchase price liability | 15,646 | 16,193 |
Operating lease liability | 28,305 | 29,030 |
Other current liabilities | 14,934 | 13,218 |
Current liabilities before client fund obligations | 203,357 | 186,906 |
Client fund obligations | 129,942 | 179,020 |
Total current liabilities | 333,299 | 365,926 |
Non-current liabilities: | ||
Bank debt | 120,000 | 105,500 |
Debt issuance costs | (987) | (1,167) |
Total long-term debt | 119,013 | 104,333 |
Income taxes payable | 3,245 | 3,053 |
Deferred income taxes, net | 12,332 | 11,720 |
Deferred compensation plan obligations | 107,709 | 106,851 |
Contingent purchase price liability | 11,815 | 15,896 |
Operating lease liability | 135,013 | 132,018 |
Other non-current liabilities | 9,962 | 1,739 |
Total non-current liabilities | 399,089 | 375,610 |
Total liabilities | 732,388 | 741,536 |
STOCKHOLDERS' EQUITY | ||
Common stock | 1,335 | 1,331 |
Additional paid in capital | 725,064 | 714,704 |
Retained earnings | 537,892 | 479,576 |
Treasury stock | (566,762) | (535,693) |
Accumulated other comprehensive loss | (2,309) | (680) |
Total stockholders’ equity | 695,220 | 659,238 |
Total liabilities and stockholders’ equity | $ 1,427,608 | $ 1,400,774 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Revenue | $ 236,943 | $ 235,498 | $ 514,398 | $ 505,496 |
Operating expenses | 209,016 | 198,148 | 408,843 | 413,644 |
Gross margin | 27,927 | 37,350 | 105,555 | 91,852 |
Corporate general and administrative expenses | 11,160 | 10,566 | 21,649 | 22,246 |
Operating income | 16,767 | 26,784 | 83,906 | 69,606 |
Other income (expense): | ||||
Interest expense | (2,074) | (1,587) | (3,193) | (2,988) |
Gain on sale of operations, net | 57 | 50 | 152 | 547 |
Other income (expense), net | 13,336 | (3,311) | (2,464) | 5,949 |
Total other income (expense), net | 11,319 | (4,848) | (5,505) | 3,508 |
Income from continuing operations before income tax expense | 28,086 | 21,936 | 78,401 | 73,114 |
Income tax expense | 6,607 | 5,322 | 20,060 | 18,935 |
Income from continuing operations | 21,479 | 16,614 | 58,341 | 54,179 |
Loss from discontinued operations, net of tax | (11) | (22) | (25) | (118) |
Net income | $ 21,468 | $ 16,592 | $ 58,316 | $ 54,061 |
Earnings per share Basic: | ||||
Continuing operations | $ 0.40 | $ 0.31 | $ 1.07 | $ 1 |
Discontinued operations | ||||
Net income | 0.40 | 0.31 | 1.07 | 1 |
Earnings per share Diluted: | ||||
Continuing operations | 0.39 | 0.30 | 1.05 | 0.97 |
Discontinued operations | ||||
Net income | $ 0.39 | $ 0.30 | $ 1.05 | $ 0.97 |
Basic weighted average shares outstanding | 54,142 | 54,090 | 54,356 | 54,188 |
Diluted weighted average shares outstanding | 55,116 | 55,495 | 55,515 | 55,701 |
Comprehensive income: | ||||
Net income | $ 21,468 | $ 16,592 | $ 58,316 | $ 54,061 |
Other comprehensive loss, net of tax | (377) | (422) | (1,629) | (341) |
Comprehensive income | $ 21,091 | $ 16,170 | $ 56,687 | $ 53,720 |
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) Gain [Member] |
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 | (101) | 101 | ||||
Net income | 54,061 | 54,061 | ||||
Other comprehensive loss | (341) | (341) | ||||
Share repurchases | (21,732) | $ (21,732) | ||||
Share repurchases, Shares | 1,096 | |||||
Restricted stock | $ 2 | (2) | ||||
Restricted stock, Shares | 228 | |||||
Stock options exercised | 3,043 | $ 4 | 3,039 | |||
Stock options exercised, Shares | 378 | |||||
Stock-based compensation | 3,399 | 3,399 | ||||
Business acquisitions | 1,967 | $ 1 | 1,966 | |||
Business acquisitions, Shares | 98 | |||||
Balance, Amount at Jun. 30, 2019 | 634,060 | $ 1,321 | $ (530,262) | 700,800 | 462,923 | (722) |
Balance, Shares at Jun. 30, 2019 | 132,108 | 77,428 | ||||
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 | ||||
Net income | 16,592 | 16,592 | ||||
Other comprehensive loss | (422) | (422) | ||||
Share repurchases | (10,174) | $ (10,174) | ||||
Share repurchases, Shares | 516 | |||||
Restricted stock | $ 1 | (1) | ||||
Restricted stock, Shares | 55 | |||||
Stock options exercised | 1,643 | $ 2 | 1,641 | |||
Stock options exercised, Shares | 189 | |||||
Stock-based compensation | 1,917 | 1,917 | ||||
Business acquisitions | 1,017 | 1,017 | ||||
Business acquisitions, Shares | 51 | |||||
Balance, Amount at Jun. 30, 2019 | 634,060 | $ 1,321 | $ (530,262) | 700,800 | 462,923 | (722) |
Balance, Shares at Jun. 30, 2019 | 132,108 | 77,428 | ||||
Balance, Amount at Dec. 31, 2019 | 659,238 | $ 1,331 | $ (535,693) | 714,704 | 479,576 | (680) |
Balance, Shares at Dec. 31, 2019 | 133,056 | 77,637 | ||||
Net income | 58,316 | 58,316 | ||||
Other comprehensive loss | (1,629) | (1,629) | ||||
Share repurchases | (31,069) | $ (31,069) | ||||
Share repurchases, Shares | 1,244 | |||||
Restricted stock, Shares | 40 | |||||
Stock options exercised | $ 3,227 | $ 3 | 3,224 | |||
Stock options exercised, Shares | 327 | 327 | ||||
Stock-based compensation | $ 4,280 | 4,280 | ||||
Business acquisitions | 2,857 | $ 1 | 2,856 | |||
Business acquisitions, Shares | 113 | |||||
Balance, Amount at Jun. 30, 2020 | 695,220 | $ 1,335 | $ (566,762) | 725,064 | 537,892 | (2,309) |
Balance, Shares at Jun. 30, 2020 | 133,536 | 78,881 | ||||
Balance, Amount at Mar. 31, 2020 | 670,260 | $ 1,332 | $ (565,180) | 719,616 | 516,424 | (1,932) |
Balance, Shares at Mar. 31, 2020 | 133,241 | 78,811 | ||||
Net income | 21,468 | 21,468 | ||||
Other comprehensive loss | (377) | (377) | ||||
Share repurchases | (1,582) | $ (1,582) | ||||
Share repurchases, Shares | 70 | |||||
Restricted stock, Shares | 40 | |||||
Stock options exercised | 2,214 | $ 2 | 2,212 | |||
Stock options exercised, Shares | 211 | |||||
Stock-based compensation | 2,257 | 2,257 | ||||
Business acquisitions | 980 | $ 1 | 979 | |||
Business acquisitions, Shares | 44 | |||||
Balance, Amount at Jun. 30, 2020 | $ 695,220 | $ 1,335 | $ (566,762) | $ 725,064 | $ 537,892 | $ (2,309) |
Balance, Shares at Jun. 30, 2020 | 133,536 | 78,881 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 58,316 | $ 54,061 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 11,491 | 10,976 |
Bad debt expense, net of recoveries | 3,234 | 1,506 |
Adjustment to contingent earnout liability | (155) | (193) |
Stock-based compensation expense | 4,280 | 3,399 |
Excess tax benefits from share based payment arrangements | (1,427) | (1,475) |
Deferred income taxes | 1,129 | 1,797 |
Other, net | (14) | (250) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable, net | (47,545) | (65,684) |
Other assets | 894 | 362 |
Accounts payable | 17,810 | 28,987 |
Income taxes payable | 19,365 | 8,518 |
Accrued personnel costs | (19,824) | (21,703) |
Other liabilities | 8,014 | (602) |
Operating cash flows provided by continuing operations | 55,568 | 19,699 |
Operating cash flows used in discontinued operations | (45) | (119) |
Net cash provided by operating activities | 55,523 | 19,580 |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (7,888) | (1,293) |
Purchases of client fund investments | (3,447) | (13,920) |
Proceeds from the sales and maturities of client fund investments | 25,316 | 10,556 |
Increase in funds held for clients | 3,125 | 369 |
Additions to property and equipment, net | (5,306) | (6,916) |
Other, net | 1,007 | 325 |
Net cash provided by (used in) investing activities | 12,807 | (10,879) |
Cash flows from financing activities: | ||
Proceeds from bank debt | 440,254 | 265,796 |
Payment of bank debt | (425,754) | (242,296) |
Payment for acquisition of treasury stock | (31,069) | (21,732) |
Decrease in client funds obligations | (50,793) | (34,947) |
Proceeds from exercise of stock options | 3,227 | 3,043 |
Payment of contingent consideration for acquisitions | (6,199) | (11,718) |
Other, net | (226) | (222) |
Net cash used in financing activities | (70,560) | (42,076) |
Net decrease in cash, cash equivalents and restricted cash | (2,230) | (33,375) |
Cash, cash equivalents and restricted cash at beginning of year | 146,505 | 130,554 |
Cash, cash equivalents and restricted cash at end of period | 144,275 | 97,179 |
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: | ||
Cash and cash equivalents | 9,620 | 2,628 |
Restricted cash | 42,411 | 30,126 |
Cash equivalents included in funds held for clients | 92,244 | 64,425 |
Cash, cash equivalents and restricted cash at end of period | $ 144,275 | $ 97,179 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 SEC – United States Securities and Exchange Commission Topic 326 – ASU No. 2016-13, Financial Instruments – Credit Losses CECL – Current expected credit losses 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 13, 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 GAAP and applicable rules and regulations of 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, 2019. In the opinion of CBIZ management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2020. 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: Except for the adoption of Topic 326, which required a change in our accounting policy, 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, 2019. Effective January 1, 2020, we changed our accounting policy for the valuation of accounts receivable allowances and available-for-sale securities as a result of adopting Topic 326 as described in Note 2, New Accounting Pronouncements. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | NOTE 2. New Accounting Pronouncements The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an accounting standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements of the Company. Accounting Standards Adopted in 2020 Credit Losses: Effective January 1, 2020, we adopted Topic 326, which replaces the incurred loss model with an expected loss model that is referred to as the current expected credit loss model. The CECL model requires the Company to immediately recognize an estimate of credit losses that are expected to occur over the life of financial instruments recorded at amortized cost, including trade receivables. Topic 326 also amends the other-than-temporary impairment model for available-for-sale securities by requiring the recognition of credit loss impairments as an allowance rather than a write-down on available-for-sale securities. The length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. For financial instruments recorded at amortized cost, we did not recognize a cumulative-effect adjustment to retained earnings as the adoption of Topic 326 did not have a material impact on our consolidated financial statements. For available-for-sale securities, the updated guidance was applied prospectively. Fair Value Measurement: On January 1, 2020, we adopted 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. The adoption of this guidance did not have a material impact on our consolidated financial statements. Income Taxes: On January 1, 2020, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Accounting Standards Issued But Not Yet Adopted Reference Rate Reform : In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022. We are currently evaluating the effect of this new standard on our consolidated financial statements. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 3. Accounts Receivable, Net Accounts receivable, less the allowance for doubtful accounts, represents the net amount expected to be collected. Assessing the collectability of the receivables (billed and unbilled) requires management judgment based on a combination of factors, including but not limited to, an evaluation of our historical incurred loss experience, credit-worthiness of our clients, age of the trade receivable balance, current economic conditions that may affect a client’s ability to pay, and reasonable and supportable forecasts. Receivables are charged-off against the allowance when the balance is deemed uncollectible. We considered the impact of the COVID-19 pandemic, the resulting macroeconomic conditions, client’s location, industry, and financial position in our estimation of the allowance for doubtful accounts. During the three and six month periods ended June 30, 2020, we recorded bad debt expense due to the COVID-19 pandemic of $0.2 million and $2.2 million, respectively. Accounts receivable, net, at June 30, 2020 and December 31, 2019 were as follows (in thousands): June 30, December 31, 2020 2019 Trade accounts receivable $ 197,725 $ 176,375 Unbilled revenue, at net realizable value 85,845 60,035 Total accounts receivable 283,570 236,410 Allowance for doubtful accounts (16,372 ) (14,379 ) Accounts receivable, net $ 267,198 $ 222,031 Changes to the allowance for doubtful accounts for the six months ended June 30, 2020 are as follows (in thousands): June 30, 2020 Balance at beginning of period $ (14,379 ) Provision for losses (4,982 ) Charge-offs, net of recoveries 2,989 Allowance for doubtful accounts $ (16,372 ) |
Debt and Financing Arrangements
Debt and Financing Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Note 4. Debt and Financing Arrangements 2018 Credit Facility - Our primary financing arrangement is the $400 million unsecured credit facility (the “2018 credit facility” or the “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 matures in 2023. The balance outstanding under the 2018 credit facility was $120.0 million and $105.5 million at June 30, 2020 and December 31, 2019, respectively. Effective interest rates, including the impact of interest rate swaps associated with the 2018 credit facility, were as follows: Six Months Ended June 30, 2020 2019 Weighted average rates 2.43% 3.20% Range of effective rates 1.11% - 4.75% 2.12% - 5.50% We had approximately $270.4 million of available funds under the credit facility at June 30, 2020, net of outstanding letters of credit of $1.3 million. As of June 30, 2020, we were in compliance with our debt covenants. Other Line of Credit - We have an unsecured $20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc. and the Huntington National Bank. We utilize this line 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 6, 2020, did not have a balance outstanding at June 30, 2020. Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for additional details of our debt and financing arrangements. Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands): Three Months Ended June 30, 2020 2019 2018 credit facility $ 2,056 $ 1,564 Other 18 23 Total $ 2,074 $ 1,587 Six Months Ended June 30, 2020 2019 2018 credit facility $ 3,157 $ 2,946 Other line of credit 1 — Other 35 42 Total $ 3,193 $ 2,988 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $1.3 million at both June 30, 2020 and December 31, 2019. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.3 million at both June 30, 2020 and December 31, 2019. 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 lawsuits 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 plaintiff now seeks compensatory damages of between $124.0 million and $266.0 million, plus punitive damages. The Court recently denied CBIZ Benefits’ motion for a summary judgment and trial is set for March 2021. 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 lawsuits arising in the ordinary course of business . |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | Note 6. Financial Instruments Available-For-Sale Debt Securities - In connection with certain services provided by our payroll operations, we collect funds from our clients’ accounts in advance of paying client obligations. These funds held for clients are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds and US treasury bills, are classified as available-for-sale and are included in the “Funds held for clients” line item in the accompanying Consolidated Balance Sheets. The par value of these investments totaled $37.1 million and $58.9 million at June 30, 2020 and December 31, 2019, respectively, and had maturity or callable dates ranging from July 2020 through November 2024. At June 30, 2020, unrealized losses on the securities totaling $0.1 million have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value. The bond issuers continue to make timely principal and interest payments. The following table summarizes activities related to these investments for the six months ended June 30, 2020 and the twelve months ended December 31, 2019 (in thousands): Six Months Ended Twelve Months Ended June 30, 2020 December 31, 2019 Fair value at beginning of period $ 60,659 $ 56,556 Purchases 3,447 27,216 Redemptions (19,048 ) (1,686 ) Maturities (6,268 ) (22,272 ) Decrease in bond premium (625 ) (460 ) Fair market value adjustment 64 1,305 Fair value at end of period $ 38,229 $ 60,659 In addition to the available-for-sale securities discussed above, we also hold certificates of deposit and other depository assets in the amount of $2.5 million at December 31, 2019. We did not have any depository items at June 30, 2020. Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2018 credit facility, or the forecasted acquisition of such liability. We do not purchase or hold any derivative instruments for trading or speculative purposes. In March 2020, we entered into a new interest rate swap with a notional amount of $50 million and a fixed interest rate of 0.885%. Effective June 26, 2020, we terminated an existing interest rate swap with the notional value of $25 million, fixed interest rate of 1.30% and an expiration date of October 2020. Refer to the Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion on our interest rate swaps . As of June 30, 2020, we have four interest rate swaps outstanding. Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the agreement, and receive interest that varies with the one-month LIBOR. The notional value, fixed rate of interest and expiration date of each interest rate swap as of June 30, 2020 was (i) $10 million – 1.120% - February 2021, (ii) $20 million – 1.770% - May 2022, (iii) $15 million – 2.640% - June 2023 and (iv) $50 million - 0.885% - April 2025. Refer to Note 7. Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Notional Fair Amount Value Balance Sheet Location Interest rate swap $ 10,000 $ (60 ) Other current liability Interest rate swaps $ 85,000 $ (2,669 ) Other non-current liabilities December 31, 2019 Notional Fair Amount Value Balance Sheet Location Interest rate swap $ 25,000 $ 66 Other current assets Interest rate swaps $ 45,000 $ (591 ) Other non-current liabilities The following table summarizes the effects of the interest rate swaps on the accompanying Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 (in thousands): Loss Recognized in AOCL, net of tax (Loss) Gain Reclassified from AOCL into Expense Three Months Ended Three Months Ended June 30, June 30, 2020 2019 2020 2019 Interest rate swaps $ (1,007 ) $ (730 ) $ (350 ) $ 134 Six Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Interest rate swaps $ (1,660 ) $ (1,157 ) $ (383 ) $ 273 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements The following table summarizes our assets and (liabilities) at June 30, 2020 and December 31, 2019, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level June 30, 2020 December 31, 2019 Deferred compensation plan assets 1 $ 107,709 $ 106,851 Available-for-sale debt securities 1 38,229 60,659 Deferred compensation plan liabilities 1 (107,709 ) (106,851 ) Interest rate swaps 2 (2,729 ) (525 ) Contingent purchase price liabilities 3 (27,461 ) (32,089 ) During the six months ended June 30, 2020 and 2019, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2020 and 2019 (pre-tax basis) (in thousands): 2020 2019 Beginning balance – January 1 $ (32,089 ) $ (39,708 ) Additions from business acquisitions (3,385 ) (1,806 ) Settlement of contingent purchase price liabilities 7,859 13,316 Change in fair value of contingencies 497 561 Change in net present value of contingencies (343 ) (368 ) Ending balance – June 30 $ (27,461 ) $ (28,005 ) Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are presented as “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 quarterly 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 11, Business Combinations, for further discussion of our acquisitions and contingent purchase price liabilities. The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments, and the carrying value of bank debt approximates fair value as the interest rate on the bank debt is variable and approximates current market rates. As a result, the fair value measurement of our bank debt is considered to be Level 2. |
Other Comprehensive Income
Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Other Comprehensive Income | Note 8. Other Comprehensive Income The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net unrealized gain on available-for-sale securities, net of income taxes (1) $ 632 $ 312 $ 45 $ 822 Net unrealized loss on interest rate swaps, net of income taxes (2) (1,007 ) (730 ) (1,660 ) (1,157 ) Foreign currency translation (2 ) (4 ) (14 ) (6 ) Total other comprehensive loss $ (377 ) $ (422 ) $ (1,629 ) $ (341 ) (1) Net of income tax expense of $228 and $116 for the three months ended June 30, 2020 and 2019, respectively, and net of income tax expense of $19 and $304 for the six months ended June 30, 2020 and 2019, respectively. (2) Net of income tax benefit of $324 and $225 for the three months ended June 30, 2020 and 2019, respectively, and net of income tax benefit of $534 and $358 for the six months ended June 30, 2020 and 2019, respectively. |
Employee Stock Plans
Employee Stock Plans | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock Plans | Note 9. Employee STOCK Plans The 2019 Stock Omnibus Incentive Plan (the “2019 Plan”), which expires in 2029, permits the grant of various forms of stock-based awards. The terms and vesting schedules for the stock-based awards vary by type and date of grant. A maximum of 3.1 million stock options, restricted stock or other stock-based compensation awards may be granted. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. Refer to the Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion on the 2019 Plan. Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2020 and 2019 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options $ 367 $ 479 $ 788 $ 998 Restricted stock units and awards 1,324 1,153 2,495 2,082 Performance share units 566 285 997 319 Total stock-based compensation expense $ 2,257 $ 1,917 $ 4,280 $ 3,399 Stock Options and Restricted Stock Units and Awards – The following table presents our stock options and restricted stock award activity during the six months ended June 30, 2020 (in thousands, except per share data): Stock Options Restricted Stock Units and Awards Number of Options Weighted Average Exercise Per Share Number of Shares Weighted Grant-Date Fair Value (1) Outstanding at beginning of year 2,412 $ 13.58 577 $ 17.87 Granted — $ — 178 $ 24.48 Exercised or released (327 ) $ 9.88 (276 ) $ 16.74 Expired or canceled (8 ) $ 18.15 (9 ) $ 20.96 Outstanding at June 30, 2020 2,077 $ 14.14 470 $ 20.97 Exercisable at June 30, 2020 1,605 $ 12.96 (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 The following table presents our PSU award activity during the six months ended June 30, 2020 (in thousands, except per share data): Performance Share Units Weighted Average Grant-Date Fair Value Per Unit Outstanding at beginning of year 200 $ 19.82 Granted 132 $ 25.75 Vested — $ — Adjustments for performance results — $ — Expired or canceled (8 ) $ 22.14 Outstanding at June 30, 2020 324 $ 22.17 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2020 and 2019 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Numerator: Income from continuing operations $ 21,479 $ 16,614 $ 58,341 $ 54,179 Denominator: Basic Weighted average common shares outstanding 54,142 54,090 54,356 54,188 Diluted Stock options (1) 760 1,188 869 1,247 Restricted stock units and awards (1) 146 176 222 225 Contingent shares (2) 68 41 68 41 Diluted weighted average common shares outstanding (3) 55,116 55,495 55,515 55,701 Basic earnings per share from continuing operations $ 0.40 $ 0.31 $ 1.07 $ 1.00 Diluted earnings per share from continuing operations $ 0.39 $ 0.30 $ 1.05 $ 0.97 (1) A total of 0.4 million and 0.4 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2020, respectively, and a total of 0.5 million and 0.5 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2019, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. Refer to Note 11, Business Combinations, for further details. (3) The denominator used in calculating diluted earnings per share d id not include 0.3 million performance share units for both the three and six months ended June 30 , 2020 , and th e denominator used in calculating diluted earnings per share did not include 0.2 million performance share units for both the three and six months ended June 30, 2019 . The performance conditions associated with these performance share units were not met and consequently none of these performance share units were considered as issuable for the three and six months ended June 30, 2020 and 2019. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 11. BUSINESS COMBINATIONS 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. During the six months ended June 30, 2020, we completed the following acquisitions: • Effective February 1, 2020, we acquired substantially all the assets of Alliance Insurance Services, Inc. (“Alliance”), a provider of insurance and advisory services based in Washington, DC. Operating results will be reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Pension Dynamics Company, LLC (“PD”), a full-service retirement and benefits plan advisor based in Pleasant Hill, California. Operating results will be reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Sunshine Systems (“Sunshine”), a payroll solutions provider based in Massachusetts. Operating results will be reported in the Benefits and Insurance Services practice group. Aggregate consideration for these acquisitions consisted of approximately $9.4 million in cash, $0.9 million in our common stock and $4.8 million in contingent consideration. Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the business acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $6.2 million. As of June 30, 2020, the aggregated fair value of contingent consideration related to these acquisitions was $4.7 million, of which $2.0 million was recorded in “Contingent purchase price liability – current” and $2.7 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at June 30, 2020. Refer to Note 7, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue from the acquired businesses is estimated to be approximately $6.1 million. Pro forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were not significant to our “Income from continuing operations before income taxes.” During the first six months of 2019, we completed one acquisition, acquiring substantially all of the assets of Wenner Group, LLC (“Wenner”), located in Denver, Colorado effective January 1, 2019. Wenner is a full service accounting, tax, compliance and financial consulting firm. Operating results are reported in the Financial Services practice group. 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 June 30, 2019. Annualized revenue attributable to Wenner is estimated to be approximately $2.4 million. Pro forma results of operations for this acquisition has not been presented because the effects of the acquisition was not significant to our “Income from continuing operations before income taxes.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions for the six months ended June 30, 2020 and 2019 (in thousands): Six Months Ended June 30, 2020 2019 Cash and cash equivalents $ 125 $ — Accounts receivable, net 871 550 Client funds 1,716 — Operating lease right of use asset, net 224 — Identifiable intangible assets 3,629 654 Other assets 53 5 Operating lease liability - current (66 ) — Other current liabilities (779 ) (288 ) Client fund obligations (1,716 ) — Operating lease liability - noncurrent (158 ) — Total identifiable net assets $ 3,899 $ 921 Goodwill 11,158 2,165 Aggregate purchase price $ 15,057 $ 3,086 The goodwill of $11.2 million and $2.2 million arising from the acquisitions in the first half of 2020 and 2019, 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. Acquisitions of client lists - During the six months ended June 30, 2020, we purchased two client lists in the Benefits and Insurance Services practice group and one client list in the Financial Services practice group for total consideration of $0.6 million, of which $0.3 million is contingent. During the six months ended June 30, 2019, we did not purchase any client lists. Change in Contingent Purchase Price Liability for Previous Acquisitions - During the first half of 2020 and 2019, the fair value of the contingent purchase price liability related to prior acquisitions decreased by $0.2 million and by $0.2 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 Payments for Previous Business Acquisitions and Client Lists - We paid $5.9 million in cash and issued approximately 0.1 million shares of our common stock during the six months ended June 30, 2020 for previous acquisitions. For the same period in 2019, we paid $11.3 million in cash and issued approximately 0.1 million shares of our common stock for previous acquisitions. For both the first half of 2020 and 2019, we paid approximately $0.3 million in cash for previous client list purchases. |
Divestitures
Divestitures | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestitures | Note 12. Divestitures Divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “Gain on sale of operations, net” in the accompanying Consolidated Statements of Comprehensive Income. We recorded a gain of $0.2 million in the first half of 2020 related to a small book of business in the Benefits and Insurance practice group. We recorded a gain of $0.6 million in the first half of 2019 related to a small accounting firm in the Financial Services practice group. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 13. Segment Disclosures Our business units have been aggregated into three practice groups: Financial Services, Benefits and Insurance Services and National Practices. The business units have been aggregated based on the following factors: similarity of the products and services provided to clients; similarity of the regulatory environment in which they operate; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by each practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices • Accounting and Tax • Government Healthcare Consulting • Financial Advisory • Valuation • Risk & Advisory Services • Group Health Benefits Consulting • Payroll • Property & Casualty • Retirement Plan Services • Managed Networking and Hardware Services • Healthcare Consulting Corporate and Other . Included in “Corporate and Other” are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2019. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on operating income excluding those costs listed above, which are reported in the “Corporate and Other” segment. Segment information for the three and six months ended June 30, 2020 and 2019 is presented below. We do not manage our assets on a segment basis, therefore segment assets are not presented below. The following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2020 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 154,083 $ — $ — $ 154,083 Core Benefits and Insurance Services — 71,393 — 71,393 Non-core Benefits and Insurance Services — 2,547 — 2,547 Managed networking, hardware services — — 6,581 6,581 National Practices consulting — — 2,339 2,339 Total revenue $ 154,083 $ 73,940 $ 8,920 $ 236,943 Three Months Ended June 30, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 154,373 $ — $ — $ 154,373 Core Benefits and Insurance — 69,447 — 69,447 Non-core Benefits and Insurance — 2,680 — 2,680 Managed networking, hardware services — — 6,522 6,522 National Practices consulting — — 2,476 2,476 Total revenue $ 154,373 $ 72,127 $ 8,998 $ 235,498 Six Months Ended June 30, 2020 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 342,860 $ — $ — $ 342,860 Core Benefits and Insurance Services — 147,865 — 147,865 Non-core Benefits and Insurance Services — 5,687 — 5,687 Managed networking, hardware services — — 13,156 13,156 National Practices consulting — — 4,830 4,830 Total revenue $ 342,860 $ 153,552 $ 17,986 $ 514,398 Six Months Ended June 30, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 339,517 $ — $ — $ 339,517 Core Benefits and Insurance Services — 142,985 — 142,985 Non-core Benefits and Insurance Services — 5,397 — 5,397 Managed networking, hardware services — — 12,946 12,946 National Practices consulting — — 4,651 4,651 Total revenue $ 339,517 $ 148,382 $ 17,597 $ 505,496 Segment information for the three months ended June 30, 2020 and 2019 was as follows (in thousands): Three Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 154,083 $ 73,940 $ 8,920 $ — $ 236,943 Operating expenses 127,417 61,283 7,990 12,326 209,016 Gross margin 26,666 12,657 930 (12,326 ) 27,927 Corporate general & admin — — — 11,160 11,160 Operating income (loss) 26,666 12,657 930 (23,486 ) 16,767 Other income (expense): Interest expense — (9 ) — (2,065 ) (2,074 ) Gain on sale of operations, net 11 46 — — 57 Other income, net 27 130 — 13,179 13,336 Total other income 38 167 — 11,114 11,319 Income (loss) from continuing operations before income tax expense $ 26,704 $ 12,824 $ 930 $ (12,372 ) $ 28,086 Three Months Ended June 30, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 154,373 $ 72,127 $ 8,998 $ — $ 235,498 Operating expenses 128,158 61,075 8,204 711 198,148 Gross margin 26,215 11,052 794 (711 ) 37,350 Corporate general & admin — — — 10,566 10,566 Operating income (loss) 26,215 11,052 794 (11,277 ) 26,784 Other (expense) income: Interest expense — (14 ) — (1,573 ) (1,587 ) Gain on sale of operations, net 50 — — — 50 Other (expense) income, net (66 ) 174 1 (3,420 ) (3,311 ) Total other (expense) income (16 ) 160 1 (4,993 ) (4,848 ) Income (loss) from continuing operations before income tax expense $ 26,199 $ 11,212 $ 795 $ (16,270 ) $ 21,936 Segment information for the six months ended June 30, 2020 and 2019 was as follows (in thousands): Six Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 342,860 $ 153,552 $ 17,986 $ — $ 514,398 Operating expenses 266,015 126,506 16,273 49 408,843 Gross margin 76,845 27,046 1,713 (49 ) 105,555 Corporate general & admin — — — 21,649 21,649 Operating income (loss) 76,845 27,046 1,713 (21,698 ) 83,906 Other (expense) income: Interest expense — (20 ) — (3,173 ) (3,193 ) Gain on sale of operations, net 51 101 — — 152 Other (expense) income, net 46 226 1 (2,737 ) (2,464 ) Total other (expense) income 97 307 1 (5,910 ) (5,505 ) Income (loss) from continuing operations before income tax expense $ 76,942 $ 27,353 $ 1,714 $ (27,608 ) $ 78,401 Six Months Ended June 30, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 339,517 $ 148,382 $ 17,597 $ — $ 505,496 Operating expenses 262,616 122,446 16,204 12,378 413,644 Gross margin 76,901 25,936 1,393 (12,378 ) 91,852 Corporate general & admin — — — 22,246 22,246 Operating income (loss) 76,901 25,936 1,393 (34,624 ) 69,606 Other income (expense): Interest expense — (24 ) — (2,964 ) (2,988 ) Gain on sale of operations, net 547 — — — 547 Other income (expense), net (202 ) 195 1 5,955 5,949 Total other income 345 171 1 2,991 3,508 Income (loss) from continuing operations before income tax expense $ 77,246 $ 26,107 $ 1,394 $ (31,633 ) $ 73,114 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 14. LEASES We determine if a contract is a lease at inception. We have leases for office space and facilities, automobiles, and certain information technology equipment. All of our leases are classified as operating leases and the majority of which are for office space and facilities. Supplemental balance sheet information related to the Company’s operating leases as of June 30, 2020 and December 31, 2019 was as follows (in thousands): June 30, 2020 December 31, 2019 Weighted-average remaining lease term 6.7 years 6.9 years Weighted-average discount rate 3.9% 3.6% The components of lease expense and other lease information as of and during the three-month period ended June 30, 2020 and 2019 are as follows (in thousands): June 30, 2020 June 30, 2019 Operating lease cost $ 8,855 $ 9,216 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,539 $ 9,199 The components of lease expense and other lease information as of and during the six-month period ended June 30, 2020 and 2019 are as follows (in thousands): June 30, 2020 June 30, 2019 Operating lease cost $ 17,677 $ 18,458 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 18,802 $ 18,459 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. A number of leased properties are owned indirectly by and leased from persons employed by the Company, none of whom are members of our senior management. In the aggregate, for the three and six month periods ending June 30, 2020 and 2019, we made lease payments to those related parties of approximately $0.5 million and $0.5 million, respectively, and $1.1 million and $1.2 million, respectively. The following table summarizes the maturity of our operating lease liabilities as of June 30, 2020 (in thousands): June 30, 2020 2020 $ 16,696 2021 32,817 2022 26,792 2023 25,066 2024 22,506 Thereafter 68,936 Total undiscounted lease payments 192,813 Less: imputed interest (29,495 ) Total lease liabilities $ 163,318 The following table summarizes the maturity of our operating lease commitments as of December 31, 2019 (in thousands): December 31, 2019 2020 $ 34,775 2021 32,371 2022 26,112 2023 24,273 2024 21,578 Thereafter 67,025 Total undiscounted lease payments 206,134 Less: imputed interest (45,086 ) Total lease liabilities $ 161,048 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events Effective July 1, 2020, we acquired substantially all the assets of Prince-Wood Insurance, L.L.C. (“PWI”), a provider of financial, insurance and advisory services based in Woodbridge, Virginia. Operating results will be reported in the Benefits and Insurance Services practice group. Annualized revenue is estimated to be $1.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 SEC – United States Securities and Exchange Commission Topic 326 – ASU No. 2016-13, Financial Instruments – Credit Losses CECL – Current expected credit losses 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 13, 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 GAAP and applicable rules and regulations of 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, 2019. In the opinion of CBIZ management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2020. |
Use of Estimates | Use of Estimates: The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. |
Changes in Accounting Policies | Changes in Accounting Policies: Except for the adoption of Topic 326, which required a change in our accounting policy, 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, 2019. Effective January 1, 2020, we changed our accounting policy for the valuation of accounts receivable allowances and available-for-sale securities as a result of adopting Topic 326 as described in Note 2, New Accounting Pronouncements. |
New Accounting Pronouncements | The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an accounting standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements of the Company. Accounting Standards Adopted in 2020 Credit Losses: Effective January 1, 2020, we adopted Topic 326, which replaces the incurred loss model with an expected loss model that is referred to as the current expected credit loss model. The CECL model requires the Company to immediately recognize an estimate of credit losses that are expected to occur over the life of financial instruments recorded at amortized cost, including trade receivables. Topic 326 also amends the other-than-temporary impairment model for available-for-sale securities by requiring the recognition of credit loss impairments as an allowance rather than a write-down on available-for-sale securities. The length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. For financial instruments recorded at amortized cost, we did not recognize a cumulative-effect adjustment to retained earnings as the adoption of Topic 326 did not have a material impact on our consolidated financial statements. For available-for-sale securities, the updated guidance was applied prospectively. Fair Value Measurement: On January 1, 2020, we adopted 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. The adoption of this guidance did not have a material impact on our consolidated financial statements. Income Taxes: On January 1, 2020, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Accounting Standards Issued But Not Yet Adopted Reference Rate Reform : In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022. We are currently evaluating the effect of this new standard on our consolidated financial statements. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, at June 30, 2020 and December 31, 2019 were as follows (in thousands): June 30, December 31, 2020 2019 Trade accounts receivable $ 197,725 $ 176,375 Unbilled revenue, at net realizable value 85,845 60,035 Total accounts receivable 283,570 236,410 Allowance for doubtful accounts (16,372 ) (14,379 ) Accounts receivable, net $ 267,198 $ 222,031 |
Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable | Changes to the allowance for doubtful accounts for the six months ended June 30, 2020 are as follows (in thousands): June 30, 2020 Balance at beginning of period $ (14,379 ) Provision for losses (4,982 ) Charge-offs, net of recoveries 2,989 Allowance for doubtful accounts $ (16,372 ) |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | Effective interest rates, including the impact of interest rate swaps associated with the 2018 credit facility, were as follows: Six Months Ended June 30, 2020 2019 Weighted average rates 2.43% 3.20% Range of effective rates 1.11% - 4.75% 2.12% - 5.50% |
Summary of Recognized Interest Expense | Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands): Three Months Ended June 30, 2020 2019 2018 credit facility $ 2,056 $ 1,564 Other 18 23 Total $ 2,074 $ 1,587 Six Months Ended June 30, 2020 2019 2018 credit facility $ 3,157 $ 2,946 Other line of credit 1 — Other 35 42 Total $ 3,193 $ 2,988 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments All Other Investments [Abstract] | |
Summary of Investments | The following table summarizes activities related to these investments for the six months ended June 30, 2020 and the twelve months ended December 31, 2019 (in thousands): Six Months Ended Twelve Months Ended June 30, 2020 December 31, 2019 Fair value at beginning of period $ 60,659 $ 56,556 Purchases 3,447 27,216 Redemptions (19,048 ) (1,686 ) Maturities (6,268 ) (22,272 ) Decrease in bond premium (625 ) (460 ) Fair market value adjustment 64 1,305 Fair value at end of period $ 38,229 $ 60,659 |
Summary of Outstanding Interest Rate Swaps | The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Notional Fair Amount Value Balance Sheet Location Interest rate swap $ 10,000 $ (60 ) Other current liability Interest rate swaps $ 85,000 $ (2,669 ) Other non-current liabilities December 31, 2019 Notional Fair Amount Value Balance Sheet Location Interest rate swap $ 25,000 $ 66 Other current assets Interest rate swaps $ 45,000 $ (591 ) Other non-current liabilities |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swaps on the accompanying Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 (in thousands): Loss Recognized in AOCL, net of tax (Loss) Gain Reclassified from AOCL into Expense Three Months Ended Three Months Ended June 30, June 30, 2020 2019 2020 2019 Interest rate swaps $ (1,007 ) $ (730 ) $ (350 ) $ 134 Six Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Interest rate swaps $ (1,660 ) $ (1,157 ) $ (383 ) $ 273 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and (Liabilities) Measured at Fair Value on a Recurring Basis | The following table summarizes our assets and (liabilities) at June 30, 2020 and December 31, 2019, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level June 30, 2020 December 31, 2019 Deferred compensation plan assets 1 $ 107,709 $ 106,851 Available-for-sale debt securities 1 38,229 60,659 Deferred compensation plan liabilities 1 (107,709 ) (106,851 ) Interest rate swaps 2 (2,729 ) (525 ) Contingent purchase price liabilities 3 (27,461 ) (32,089 ) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | During the six months ended June 30, 2020 and 2019, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2020 and 2019 (pre-tax basis) (in thousands): 2020 2019 Beginning balance – January 1 $ (32,089 ) $ (39,708 ) Additions from business acquisitions (3,385 ) (1,806 ) Settlement of contingent purchase price liabilities 7,859 13,316 Change in fair value of contingencies 497 561 Change in net present value of contingencies (343 ) (368 ) Ending balance – June 30 $ (27,461 ) $ (28,005 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Other Comprehensive Income and Tax Impact | The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive income for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net unrealized gain on available-for-sale securities, net of income taxes (1) $ 632 $ 312 $ 45 $ 822 Net unrealized loss on interest rate swaps, net of income taxes (2) (1,007 ) (730 ) (1,660 ) (1,157 ) Foreign currency translation (2 ) (4 ) (14 ) (6 ) Total other comprehensive loss $ (377 ) $ (422 ) $ (1,629 ) $ (341 ) (1) Net of income tax expense of $228 and $116 for the three months ended June 30, 2020 and 2019, respectively, and net of income tax expense of $19 and $304 for the six months ended June 30, 2020 and 2019, respectively. (2) Net of income tax benefit of $324 and $225 for the three months ended June 30, 2020 and 2019, respectively, and net of income tax benefit of $534 and $358 for the six months ended June 30, 2020 and 2019, respectively. |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Schedule of Stock-Based Compensation Awards | Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2020 and 2019 was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options $ 367 $ 479 $ 788 $ 998 Restricted stock units and awards 1,324 1,153 2,495 2,082 Performance share units 566 285 997 319 Total stock-based compensation expense $ 2,257 $ 1,917 $ 4,280 $ 3,399 |
Stock Award Activity | Stock Options and Restricted Stock Units and Awards – The following table presents our stock options and restricted stock award activity during the six months ended June 30, 2020 (in thousands, except per share data): Stock Options Restricted Stock Units and Awards Number of Options Weighted Average Exercise Per Share Number of Shares Weighted Grant-Date Fair Value (1) Outstanding at beginning of year 2,412 $ 13.58 577 $ 17.87 Granted — $ — 178 $ 24.48 Exercised or released (327 ) $ 9.88 (276 ) $ 16.74 Expired or canceled (8 ) $ 18.15 (9 ) $ 20.96 Outstanding at June 30, 2020 2,077 $ 14.14 470 $ 20.97 Exercisable at June 30, 2020 1,605 $ 12.96 (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 six months ended June 30, 2020 (in thousands, except per share data): Performance Share Units Weighted Average Grant-Date Fair Value Per Unit Outstanding at beginning of year 200 $ 19.82 Granted 132 $ 25.75 Vested — $ — Adjustments for performance results — $ — Expired or canceled (8 ) $ 22.14 Outstanding at June 30, 2020 324 $ 22.17 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2020 and 2019 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Numerator: Income from continuing operations $ 21,479 $ 16,614 $ 58,341 $ 54,179 Denominator: Basic Weighted average common shares outstanding 54,142 54,090 54,356 54,188 Diluted Stock options (1) 760 1,188 869 1,247 Restricted stock units and awards (1) 146 176 222 225 Contingent shares (2) 68 41 68 41 Diluted weighted average common shares outstanding (3) 55,116 55,495 55,515 55,701 Basic earnings per share from continuing operations $ 0.40 $ 0.31 $ 1.07 $ 1.00 Diluted earnings per share from continuing operations $ 0.39 $ 0.30 $ 1.05 $ 0.97 (1) A total of 0.4 million and 0.4 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2020, respectively, and a total of 0.5 million and 0.5 million share based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2019, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. Refer to Note 11, Business Combinations, for further details. (3) The denominator used in calculating diluted earnings per share d id not include 0.3 million performance share units for both the three and six months ended June 30 , 2020 , and th e denominator used in calculating diluted earnings per share did not include 0.2 million performance share units for both the three and six months ended June 30, 2019 . The performance conditions associated with these performance share units were not met and consequently none of these performance share units were considered as issuable for the three and six months ended June 30, 2020 and 2019. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Acquisitions in 2019 and 2020 [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions for the six months ended June 30, 2020 and 2019 (in thousands): Six Months Ended June 30, 2020 2019 Cash and cash equivalents $ 125 $ — Accounts receivable, net 871 550 Client funds 1,716 — Operating lease right of use asset, net 224 — Identifiable intangible assets 3,629 654 Other assets 53 5 Operating lease liability - current (66 ) — Other current liabilities (779 ) (288 ) Client fund obligations (1,716 ) — Operating lease liability - noncurrent (158 ) — Total identifiable net assets $ 3,899 $ 921 Goodwill 11,158 2,165 Aggregate purchase price $ 15,057 $ 3,086 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Disaggregation of Revenue by Source | The following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2020 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 154,083 $ — $ — $ 154,083 Core Benefits and Insurance Services — 71,393 — 71,393 Non-core Benefits and Insurance Services — 2,547 — 2,547 Managed networking, hardware services — — 6,581 6,581 National Practices consulting — — 2,339 2,339 Total revenue $ 154,083 $ 73,940 $ 8,920 $ 236,943 Three Months Ended June 30, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 154,373 $ — $ — $ 154,373 Core Benefits and Insurance — 69,447 — 69,447 Non-core Benefits and Insurance — 2,680 — 2,680 Managed networking, hardware services — — 6,522 6,522 National Practices consulting — — 2,476 2,476 Total revenue $ 154,373 $ 72,127 $ 8,998 $ 235,498 Six Months Ended June 30, 2020 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 342,860 $ — $ — $ 342,860 Core Benefits and Insurance Services — 147,865 — 147,865 Non-core Benefits and Insurance Services — 5,687 — 5,687 Managed networking, hardware services — — 13,156 13,156 National Practices consulting — — 4,830 4,830 Total revenue $ 342,860 $ 153,552 $ 17,986 $ 514,398 Six Months Ended June 30, 2019 Financial Benefits & National Services Insurance Practices Consolidated Accounting, tax, advisory and consulting $ 339,517 $ — $ — $ 339,517 Core Benefits and Insurance Services — 142,985 — 142,985 Non-core Benefits and Insurance Services — 5,397 — 5,397 Managed networking, hardware services — — 12,946 12,946 National Practices consulting — — 4,651 4,651 Total revenue $ 339,517 $ 148,382 $ 17,597 $ 505,496 |
Summary of Segment Information | Segment information for the three months ended June 30, 2020 and 2019 was as follows (in thousands): Three Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 154,083 $ 73,940 $ 8,920 $ — $ 236,943 Operating expenses 127,417 61,283 7,990 12,326 209,016 Gross margin 26,666 12,657 930 (12,326 ) 27,927 Corporate general & admin — — — 11,160 11,160 Operating income (loss) 26,666 12,657 930 (23,486 ) 16,767 Other income (expense): Interest expense — (9 ) — (2,065 ) (2,074 ) Gain on sale of operations, net 11 46 — — 57 Other income, net 27 130 — 13,179 13,336 Total other income 38 167 — 11,114 11,319 Income (loss) from continuing operations before income tax expense $ 26,704 $ 12,824 $ 930 $ (12,372 ) $ 28,086 Three Months Ended June 30, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 154,373 $ 72,127 $ 8,998 $ — $ 235,498 Operating expenses 128,158 61,075 8,204 711 198,148 Gross margin 26,215 11,052 794 (711 ) 37,350 Corporate general & admin — — — 10,566 10,566 Operating income (loss) 26,215 11,052 794 (11,277 ) 26,784 Other (expense) income: Interest expense — (14 ) — (1,573 ) (1,587 ) Gain on sale of operations, net 50 — — — 50 Other (expense) income, net (66 ) 174 1 (3,420 ) (3,311 ) Total other (expense) income (16 ) 160 1 (4,993 ) (4,848 ) Income (loss) from continuing operations before income tax expense $ 26,199 $ 11,212 $ 795 $ (16,270 ) $ 21,936 Segment information for the six months ended June 30, 2020 and 2019 was as follows (in thousands): Six Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 342,860 $ 153,552 $ 17,986 $ — $ 514,398 Operating expenses 266,015 126,506 16,273 49 408,843 Gross margin 76,845 27,046 1,713 (49 ) 105,555 Corporate general & admin — — — 21,649 21,649 Operating income (loss) 76,845 27,046 1,713 (21,698 ) 83,906 Other (expense) income: Interest expense — (20 ) — (3,173 ) (3,193 ) Gain on sale of operations, net 51 101 — — 152 Other (expense) income, net 46 226 1 (2,737 ) (2,464 ) Total other (expense) income 97 307 1 (5,910 ) (5,505 ) Income (loss) from continuing operations before income tax expense $ 76,942 $ 27,353 $ 1,714 $ (27,608 ) $ 78,401 Six Months Ended June 30, 2019 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 339,517 $ 148,382 $ 17,597 $ — $ 505,496 Operating expenses 262,616 122,446 16,204 12,378 413,644 Gross margin 76,901 25,936 1,393 (12,378 ) 91,852 Corporate general & admin — — — 22,246 22,246 Operating income (loss) 76,901 25,936 1,393 (34,624 ) 69,606 Other income (expense): Interest expense — (24 ) — (2,964 ) (2,988 ) Gain on sale of operations, net 547 — — — 547 Other income (expense), net (202 ) 195 1 5,955 5,949 Total other income 345 171 1 2,991 3,508 Income (loss) from continuing operations before income tax expense $ 77,246 $ 26,107 $ 1,394 $ (31,633 ) $ 73,114 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to the Company’s operating leases as of June 30, 2020 and December 31, 2019 was as follows (in thousands): June 30, 2020 December 31, 2019 Weighted-average remaining lease term 6.7 years 6.9 years Weighted-average discount rate 3.9% 3.6% |
Schedule of Components 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 June 30, 2020 and 2019 are as follows (in thousands): June 30, 2020 June 30, 2019 Operating lease cost $ 8,855 $ 9,216 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,539 $ 9,199 The components of lease expense and other lease information as of and during the six-month period ended June 30, 2020 and 2019 are as follows (in thousands): June 30, 2020 June 30, 2019 Operating lease cost $ 17,677 $ 18,458 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 18,802 $ 18,459 |
Schedule of Maturities of Operating Lease Liabilities | The following table summarizes the maturity of our operating lease liabilities as of June 30, 2020 (in thousands): June 30, 2020 2020 $ 16,696 2021 32,817 2022 26,792 2023 25,066 2024 22,506 Thereafter 68,936 Total undiscounted lease payments 192,813 Less: imputed interest (29,495 ) Total lease liabilities $ 163,318 |
Schedule of Maturity of Operating Lease Commitments | The following table summarizes the maturity of our operating lease commitments as of December 31, 2019 (in thousands): December 31, 2019 2020 $ 34,775 2021 32,371 2022 26,112 2023 24,273 2024 21,578 Thereafter 67,025 Total undiscounted lease payments 206,134 Less: imputed interest (45,086 ) Total lease liabilities $ 161,048 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020Practice_Groups | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of practice groups | 3 |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounting Changes And Error Corrections [Abstract] | |
Cumulative-effect adjustment to retained earnings | $ 0 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Bad debt expense | $ 4,982 | |
COVID 19 Pandemic [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Bad debt expense | $ 200 | $ 2,200 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivables Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts Receivable Net Current [Abstract] | ||
Trade accounts receivable | $ 197,725 | $ 176,375 |
Unbilled revenue, at net realizable value | 85,845 | 60,035 |
Total accounts receivable | 283,570 | 236,410 |
Allowance for doubtful accounts | (16,372) | (14,379) |
Accounts receivable, net | $ 267,198 | $ 222,031 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Receivables [Abstract] | |
Balance at beginning of period | $ (14,379) |
Provision for losses | (4,982) |
Charge-offs, net of recoveries | 2,989 |
Allowance for doubtful accounts | $ (16,372) |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 120,000,000 | $ 105,500,000 |
Outstanding letters of credit | 1,300,000 | 1,300,000 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Revolving loan commitment | $ 20,000,000 | |
Line of credit facility, termination date | Aug. 6, 2020 | |
Outstanding line of credit | $ 0 | |
2018 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured credit facility | $ 400,000,000 | |
Line of credit facility maturity year | 2023 | |
Outstanding balance under applicable credit facility | $ 120,000,000 | $ 105,500,000 |
Available funds under credit facility | 270,400,000 | |
Outstanding letters of credit | $ 1,300,000 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Detail) | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Weighted average rates | 2.43% | 3.20% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 1.11% | 2.12% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 4.75% | 5.50% |
Debt and Financing Arrangemen_5
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 2,074 | $ 1,587 | $ 3,193 | $ 2,988 |
2018 Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest expense | 2,056 | 1,564 | 3,157 | 2,946 |
Other Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest expense | 1 | |||
Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest expense | $ 18 | $ 23 | $ 35 | $ 42 |
Commitments and Contingencies (
Commitments and Contingencies (Letters of Credit and Guarantees) - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 1.3 | $ 1.3 |
License bonds outstanding amount | $ 2.3 | $ 2.3 |
Commitments and Contingencies_2
Commitments and Contingencies (Legal Proceedings) - Additional Information (Detail) $ in Millions | Sep. 16, 2016USD ($) | Jun. 30, 2020USD ($)Plaintiff |
Baldino Group [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of Plaintiffs | Plaintiff | 2 | |
Damages sought amount | $ 16 | |
Altoona Regional Health System [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss contingency, expected trial commencement | 2021-03 | |
Altoona Regional Health System [Member] | Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 124 | |
Altoona Regional Health System [Member] | Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Damages sought amount | $ 266 |
Financial Instruments (Availabl
Financial Instruments (Available-for-sale Debt Securities) - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Corporate and municipal bonds | $ 37,100 | $ 58,900 |
Maturity dates of bonds, start date | 2020-07 | |
Maturity dates of bonds, end date | 2024-11 | |
Unrealized losses on securities | $ 100 | |
Funds held for clients | $ 130,473 | 179,502 |
Certificates of Deposits and Other Depository Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Funds held for clients | $ 2,500 |
Financial Instruments - Summary
Financial Instruments - Summary of Investments (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Available For Sale Securities [Abstract] | ||
Fair value at beginning of period | $ 60,659 | $ 56,556 |
Purchases | 3,447 | 27,216 |
Redemptions | (19,048) | (1,686) |
Maturities | (6,268) | (22,272) |
Decrease in bond premium | (625) | (460) |
Fair market value adjustment | 64 | 1,305 |
Fair value at end of period | $ 38,229 | $ 60,659 |
Financial Instruments (Interest
Financial Instruments (Interest Rate Swaps) - Additional Information (Detail) - Interest Rate Swap [Member] | 6 Months Ended | |
Jun. 30, 2020USD ($)Swap | Jun. 26, 2020USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 50,000,000 | $ 25,000,000 |
Interest rate swap, fixed interest rate | 0.885% | 1.30% |
Interest rate swap, description of interest received | interest that varies with the one-month LIBOR | |
Derivative, Type of Interest Rate Paid on Swap | fixed | |
Number of interest rate swaps outstanding | Swap | 4 | |
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% | |
April 2025 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Notional value | $ 50,000,000 | |
Interest rate swap, fixed interest rate | 0.885% |
Financial Instruments - Summa_2
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Detail) - Interest Rate Swap [Member] - USD ($) | Jun. 30, 2020 | Jun. 26, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | |||
Notional Amount | $ 50,000,000 | $ 25,000,000 | |
Other Current Liability [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional Amount | 10,000,000 | ||
Fair Value | (60,000) | ||
Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional Amount | 85,000,000 | $ 45,000,000 | |
Fair Value | $ (2,669,000) | (591,000) | |
Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value | 66,000 | ||
Notional Amount | $ 25,000,000 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Effects of Interest Rate Swaps (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivatives, Fair Value [Line Items] | ||||
Loss Recognized in AOCL, net of tax | $ (1,007) | $ (730) | $ (1,660) | $ (1,157) |
Interest Rate Swap [Member] | Interest Expense [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Loss Recognized in AOCL, net of tax | (1,007) | (730) | (1,660) | (1,157) |
(Loss) Gain Reclassified from AOCL into Expense | $ (350) | $ 134 | $ (383) | $ 273 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and (Liabilities) Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale debt securities | $ 38,229 | $ 60,659 | $ 56,556 |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 107,709 | 106,851 | |
Available-for-sale debt securities | 38,229 | 60,659 | |
Deferred compensation plan liabilities | (107,709) | (106,851) | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | (2,729) | (525) | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (27,461) | $ (32,089) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
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 | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ (32,089) | $ (39,708) |
Additions from business acquisitions | (3,385) | (1,806) |
Settlement of contingent purchase price liabilities | 7,859 | 13,316 |
Change in fair value of contingencies | 497 | 561 |
Change in net present value of contingencies | (343) | (368) |
Ending balance | $ (27,461) | $ (28,005) |
Other Comprehensive Income - Su
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||||
Net unrealized gain on available-for-sale securities, net of income taxes | $ 632 | $ 312 | $ 45 | $ 822 |
Net unrealized loss on interest rate swaps, net of income taxes | (1,007) | (730) | (1,660) | (1,157) |
Foreign currency translation | (2) | (4) | (14) | (6) |
Total other comprehensive loss | $ (377) | $ (422) | $ (1,629) | $ (341) |
Other Comprehensive Income - _2
Other Comprehensive Income - Summary of Other Comprehensive Income and Tax Impact (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease [Abstract] | ||||
Unrealized gain on available-for-sale securities, income tax expense | $ 228 | $ 116 | $ 19 | $ 304 |
Unrealized loss on interest rate swaps, income tax benefit | $ 324 | $ 225 | $ 534 | $ 358 |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Detail) shares in Millions | 6 Months Ended |
Jun. 30, 2020shares | |
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% |
Performance Shares [Member] | Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of initial grant | 200.00% |
2019 Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Maximum stock based compensation awards granted under the plan | 3.1 |
Stock awards expiry | 2029 |
Employee Stock Plans - Schedule
Employee Stock Plans - Schedule of Stock-Based Compensation Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Stock options | $ 367 | $ 479 | $ 788 | $ 998 |
Restricted stock units and awards | 1,324 | 1,153 | 2,495 | 2,082 |
Performance share units | 566 | 285 | 997 | 319 |
Total stock-based compensation expense | $ 2,257 | $ 1,917 | $ 4,280 | $ 3,399 |
Employee Stock Plans - Stock Aw
Employee Stock Plans - Stock Award Activity (Detail) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Beginning balance, Number of Options | 2,412 | |
Exercised or released, Number of Options | (327) | |
Expired or canceled, Number of Options | (8) | |
Outstanding Ending balance, Number of Options | 2,077 | |
Exercisable Ending balance, Number of Options | 1,605 | |
Outstanding Beginning balance, Weighted Average Exercise Price Per Share | $ 13.58 | |
Exercised or released, Weighted Average Exercise Price Per Share | 9.88 | |
Expired or canceled, Weighted Average Exercise Price Per Share | 18.15 | |
Outstanding Ending balance, Weighted Average Exercise Price Per Share | 14.14 | |
Exercisable Ending balance, Weighted Average Exercise Price | $ 12.96 | |
Restricted Stock Units and Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Beginning balance, Number of Shares | 577 | |
Granted, Number of Shares | 178 | |
Exercised or released, Number of Shares | (276) | |
Expired or canceled, Number of Shares | (9) | |
Outstanding Ending balance, Number of Shares | 470 | |
Outstanding Beginning balance, Weighted Average Grant-Date Fair Value | [1] | $ 17.87 |
Granted, Weighted Average Grant-Date Fair Value | [1] | 24.48 |
Exercised or released, Weighted Average Grant Date Fair Value | [1] | 16.74 |
Expired or Canceled, Weighted Average Grant-Date Fair Value | [1] | 20.96 |
Outstanding Ending balance, Weighted Average Grant-Date Fair Value | [1] | $ 20.97 |
[1] | Represents weighted average market value of the shares; awards are granted at no cost to the recipients. |
Employee Stock Plans - Performa
Employee Stock Plans - Performance Share Units Award Activity (Detail) - Performance Shares [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning balance, Number of Shares | shares | 200 |
Granted, Number of Shares | shares | 132 |
Expired or canceled, Number of Shares | shares | (8) |
Outstanding Ending balance, Number of Shares | shares | 324 |
Outstanding Beginning balance, Grant-Date Fair Value Per Unit | $ / shares | $ 19.82 |
Granted, Grant-Date Fair Value Per Unit | $ / shares | 25.75 |
Expired or canceled, Grant-Date Fair Value Per Unit | $ / shares | 22.14 |
Outstanding Ending balance, Grant-Date Fair Value Per Unit | $ / shares | $ 22.17 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Income from continuing operations | $ 21,479 | $ 16,614 | $ 58,341 | $ 54,179 |
Basic | ||||
Weighted average common shares outstanding | 54,142 | 54,090 | 54,356 | 54,188 |
Diluted | ||||
Stock options | 760 | 1,188 | 869 | 1,247 |
Restricted stock units and awards | 146 | 176 | 222 | 225 |
Contingent shares | 68 | 41 | 68 | 41 |
Diluted weighted average common shares outstanding | 55,116 | 55,495 | 55,515 | 55,701 |
Basic earnings per share from continuing operations | $ 0.40 | $ 0.31 | $ 1.07 | $ 1 |
Diluted earnings per share from continuing operations | $ 0.39 | $ 0.30 | $ 1.05 | $ 0.97 |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Parenthetical) (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
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 | 400,000 | 500,000 | 400,000 | 500,000 |
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 | 300,000 | 200,000 | 300,000 | 200,000 |
Vested, Number of Shares | 0 | 0 | 0 | 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) shares in Millions | 6 Months Ended | ||
Jun. 30, 2020USD ($)Client_Listshares | Jun. 30, 2019USD ($)BusinessClient_Listshares | Dec. 31, 2019USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | $ 9,400,000 | ||
Consideration paid in common stock | 900,000 | ||
Contingent consideration | 4,800,000 | ||
Contingent consideration arrangements - High | 6,200,000 | ||
Aggregate fair value of contingent consideration | 4,700,000 | ||
Contingent consideration, current | 15,646,000 | $ 16,193,000 | |
Contingent consideration, non-current | 11,815,000 | $ 15,896,000 | |
Annual revenue | 6,100,000 | ||
Number of businesses acquired | Business | 1 | ||
Business combination contingent consideration liability other adjustments based on projected future results of acquisition | (200,000) | $ (200,000) | |
Consideration paid in cash | $ 5,900,000 | $ 11,300,000 | |
Number of common stock issued | shares | 0.1 | 0.1 | |
Contingent Purchase Price Liability – Current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, current | $ 2,000,000 | ||
Contingent Purchase Price Liability – Non-current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, non-current | $ 2,700,000 | ||
Alliance Insurance Services, Inc. [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Feb. 1, 2020 | ||
Acquired entity, name | Alliance Insurance Services, Inc. | ||
Pension Dynamics Company, LLC [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Feb. 1, 2020 | ||
Acquired entity, name | Pension Dynamics Company, LLC | ||
Sunshine Systems [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Effective date of acquisition | Feb. 1, 2020 | ||
Acquired entity, name | Sunshine Systems | ||
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 | $ 1,300,000 | ||
Contingent consideration | 1,800,000 | ||
Contingent consideration arrangements - High | 1,800,000 | ||
Annual revenue | 2,400,000 | ||
Wenner Group, LLC [Member] | Contingent Purchase Price Liability – Current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, current | 600,000 | ||
Wenner Group, LLC [Member] | Contingent Purchase Price Liability – Non-current [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration, non-current | 1,200,000 | ||
Series of Business Acquisition [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 11,200,000 | $ 2,200,000 | |
Acquisition of Client Lists [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | 600,000 | ||
Contingent consideration | $ 300,000 | ||
Number of client list purchased | Client_List | 0 | ||
Acquisition of Client Lists [Member] | Benefits and Insurance Services Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 2 | ||
Acquisition of Client Lists [Member] | Financial Service Practice Group [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Number of client list purchased | Client_List | 1 | ||
Previous Client List Purchases [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Consideration paid in cash | $ 300,000 | $ 300,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - Business Acquisitions in 2019 and 2020 [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 125 | |
Accounts receivable, net | 871 | $ 550 |
Client funds | 1,716 | |
Operating lease right of use asset, net | 224 | |
Identifiable intangible assets | 3,629 | 654 |
Other assets | 53 | 5 |
Operating lease liability - current | (66) | |
Other current liabilities | (779) | (288) |
Client fund obligations | (1,716) | |
Operating lease liability - noncurrent | (158) | |
Total identifiable net assets | 3,899 | 921 |
Goodwill | 11,158 | 2,165 |
Aggregate purchase price | $ 15,057 | $ 3,086 |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Benefits and Insurance Services [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 | $ 0.2 | |
Financial Services [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 | $ 0.6 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020Practice_Groups | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 236,943 | $ 235,498 | $ 514,398 | $ 505,496 |
Financial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 154,083 | 154,373 | 342,860 | 339,517 |
Benefits and Insurance Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 73,940 | 72,127 | 153,552 | 148,382 |
National Practices [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 8,920 | 8,998 | 17,986 | 17,597 |
Accounting, Tax, Advisory and Consulting [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 154,083 | 154,373 | 342,860 | 339,517 |
Accounting, Tax, Advisory and Consulting [Member] | Financial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 154,083 | 154,373 | 342,860 | 339,517 |
Core Benefits and Insurance Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 71,393 | 69,447 | 147,865 | 142,985 |
Core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 71,393 | 69,447 | 147,865 | 142,985 |
Non-core Benefits and Insurance Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,547 | 2,680 | 5,687 | 5,397 |
Non-core Benefits and Insurance Services [Member] | Benefits and Insurance Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,547 | 2,680 | 5,687 | 5,397 |
Managed Networking, Hardware Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,581 | 6,522 | 13,156 | 12,946 |
Managed Networking, Hardware Services [Member] | National Practices [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,581 | 6,522 | 13,156 | 12,946 |
National Practices Consulting [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 2,339 | 2,476 | 4,830 | 4,651 |
National Practices Consulting [Member] | National Practices [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 2,339 | $ 2,476 | $ 4,830 | $ 4,651 |
Segment Disclosures - Summary_2
Segment Disclosures - Summary of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 236,943 | $ 235,498 | $ 514,398 | $ 505,496 |
Operating expenses | 209,016 | 198,148 | 408,843 | 413,644 |
Gross margin | 27,927 | 37,350 | 105,555 | 91,852 |
Corporate general & admin | 11,160 | 10,566 | 21,649 | 22,246 |
Operating income | 16,767 | 26,784 | 83,906 | 69,606 |
Other income (expense): | ||||
Interest expense | (2,074) | (1,587) | (3,193) | (2,988) |
Gain on sale of operations, net | 57 | 50 | 152 | 547 |
Other income (expense), net | 13,336 | (3,311) | (2,464) | 5,949 |
Total other income (expense), net | 11,319 | (4,848) | (5,505) | 3,508 |
Income from continuing operations before income tax expense | 28,086 | 21,936 | 78,401 | 73,114 |
Financial Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 154,083 | 154,373 | 342,860 | 339,517 |
Benefits and Insurance Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,940 | 72,127 | 153,552 | 148,382 |
National Practices [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,920 | 8,998 | 17,986 | 17,597 |
Operating Segments [Member] | Financial Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 154,083 | 154,373 | 342,860 | 339,517 |
Operating expenses | 127,417 | 128,158 | 266,015 | 262,616 |
Gross margin | 26,666 | 26,215 | 76,845 | 76,901 |
Operating income | 26,666 | 26,215 | 76,845 | 76,901 |
Other income (expense): | ||||
Gain on sale of operations, net | 11 | 50 | 51 | 547 |
Other income (expense), net | 27 | (66) | 46 | (202) |
Total other income (expense), net | 38 | (16) | 97 | 345 |
Income from continuing operations before income tax expense | 26,704 | 26,199 | 76,942 | 77,246 |
Operating Segments [Member] | Benefits and Insurance Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,940 | 72,127 | 153,552 | 148,382 |
Operating expenses | 61,283 | 61,075 | 126,506 | 122,446 |
Gross margin | 12,657 | 11,052 | 27,046 | 25,936 |
Operating income | 12,657 | 11,052 | 27,046 | 25,936 |
Other income (expense): | ||||
Interest expense | (9) | (14) | (20) | (24) |
Gain on sale of operations, net | 46 | 101 | ||
Other income (expense), net | 130 | 174 | 226 | 195 |
Total other income (expense), net | 167 | 160 | 307 | 171 |
Income from continuing operations before income tax expense | 12,824 | 11,212 | 27,353 | 26,107 |
Operating Segments [Member] | National Practices [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,920 | 8,998 | 17,986 | 17,597 |
Operating expenses | 7,990 | 8,204 | 16,273 | 16,204 |
Gross margin | 930 | 794 | 1,713 | 1,393 |
Operating income | 930 | 794 | 1,713 | 1,393 |
Other income (expense): | ||||
Other income (expense), net | 1 | 1 | 1 | |
Total other income (expense), net | 1 | 1 | 1 | |
Income from continuing operations before income tax expense | 930 | 795 | 1,714 | 1,394 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | 12,326 | 711 | 49 | 12,378 |
Gross margin | (12,326) | (711) | (49) | (12,378) |
Corporate general & admin | 11,160 | 10,566 | 21,649 | 22,246 |
Operating income | (23,486) | (11,277) | (21,698) | (34,624) |
Other income (expense): | ||||
Interest expense | (2,065) | (1,573) | (3,173) | (2,964) |
Other income (expense), net | 13,179 | (3,420) | (2,737) | 5,955 |
Total other income (expense), net | 11,114 | (4,993) | (5,910) | 2,991 |
Income from continuing operations before income tax expense | $ (12,372) | $ (16,270) | $ (27,608) | $ (31,633) |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Detail) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 6 years 8 months 12 days | 6 years 10 months 24 days |
Weighted-average discount rate | 3.90% | 3.60% |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense and Other Lease Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 8,855 | $ 9,216 | $ 17,677 | $ 18,458 |
Cash paid for amounts included in measurement of lease liabilities | ||||
Operating cash flows from operating leases | $ 9,539 | $ 9,199 | $ 18,802 | $ 18,459 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee Lease Description [Line Items] | ||||
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 payments to related parties | $ 0.5 | $ 0.5 | $ 1.1 | $ 1.2 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease, Remaining lease term | 1 year | |||
Operating lease, renewal term | 2 years | 2 years | ||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease, Remaining lease term | 11 years | |||
Operating lease, renewal term | 5 years | 5 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 16,696 | $ 34,775 |
2021 | 32,817 | 32,371 |
2022 | 26,792 | 26,112 |
2023 | 25,066 | 24,273 |
2024 | 22,506 | 21,578 |
Thereafter | 68,936 | 67,025 |
Total undiscounted lease payments | 192,813 | 206,134 |
Less: imputed interest | (29,495) | (45,086) |
Total lease liabilities | $ 163,318 | $ 161,048 |
Leases - Schedule of Maturity_2
Leases - Schedule of Maturity of Operating Lease Commitments (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 16,696 | $ 34,775 |
2021 | 32,817 | 32,371 |
2022 | 26,792 | 26,112 |
2023 | 25,066 | 24,273 |
2024 | 22,506 | 21,578 |
Thereafter | 68,936 | 67,025 |
Total undiscounted lease payments | 192,813 | 206,134 |
Less: imputed interest | (29,495) | (45,086) |
Total lease liabilities | $ 163,318 | $ 161,048 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jul. 01, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||
Annual revenue | $ 6.1 | |
Prince-Wood Insurance, L.L.C [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Effective date of acquisition | Jul. 1, 2020 | |
Acquired entity, name | Prince-Wood Insurance, L.L.C | |
Annual revenue | $ 1.2 |