Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-32961 | |
Entity Registrant Name | CBIZ, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2769024 | |
Entity Address, Address Line One | 6801 Brecksville Rd | |
Entity Address, Address Line Two | Door N | |
Entity Address, City or Town | Independence | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44131 | |
City Area Code | 216 | |
Local Phone Number | 447-9000 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | CBZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,832,709 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000944148 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,040 | $ 1,997 |
Restricted cash | 39,555 | 30,383 |
Accounts receivable, net | 398,970 | 242,168 |
Other current assets | 17,065 | 19,217 |
Current assets before funds held for clients | 457,630 | 293,765 |
Funds held for clients | 125,451 | 157,909 |
Total current assets | 583,081 | 451,674 |
Non-current assets: | ||
Property and equipment, net | 45,469 | 43,423 |
Goodwill and other intangible assets, net | 957,186 | 840,783 |
Assets of deferred compensation plan | 111,060 | 136,321 |
Operating lease right-of-use assets, net | 191,699 | 151,145 |
Other non-current assets | 11,123 | 4,588 |
Total non-current assets | 1,316,537 | 1,176,260 |
Total assets | 1,899,618 | 1,627,934 |
Current liabilities: | ||
Accounts payable | 74,247 | 65,757 |
Income taxes payable | 14,037 | 1,671 |
Accrued personnel costs | 125,310 | 114,032 |
Contingent purchase price liabilities | 61,355 | 34,373 |
Operating lease liabilities | 36,519 | 30,586 |
Other current liabilities | 19,045 | 18,755 |
Current liabilities before client fund obligations | 330,513 | 265,174 |
Client fund obligations | 128,091 | 158,115 |
Total current liabilities | 458,604 | 423,289 |
Non-current liabilities: | ||
Bank debt | 271,100 | 155,300 |
Debt issuance costs | (2,164) | (449) |
Total long-term debt, net | 268,936 | 154,851 |
Income taxes payable | 2,069 | 1,727 |
Deferred income taxes, net | 22,566 | 15,440 |
Deferred compensation plan obligations | 111,060 | 136,321 |
Contingent purchase price liabilities | 79,853 | 44,766 |
Operating lease liabilities | 181,841 | 145,808 |
Other non-current liabilities | 564 | 1,184 |
Total non-current liabilities | 666,889 | 500,097 |
Total liabilities | 1,125,493 | 923,386 |
STOCKHOLDERS' EQUITY | ||
Common stock | 1,361 | 1,352 |
Additional paid in capital | 793,514 | 770,117 |
Retained earnings | 745,614 | 628,762 |
Treasury stock | (769,981) | (694,716) |
Accumulated other comprehensive income (loss) | 3,617 | (967) |
Total stockholders’ equity | 774,125 | 704,548 |
Total liabilities and stockholders’ equity | $ 1,899,618 | $ 1,627,934 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 363,262 | $ 282,719 | $ 1,116,936 | $ 862,097 |
Operating expenses | 306,017 | 238,328 | 886,052 | 699,233 |
Gross margin | 57,245 | 44,391 | 230,884 | 162,864 |
Corporate general and administrative expenses | 15,893 | 13,035 | 43,128 | 41,334 |
Legal settlement, net | 0 | 0 | 0 | 30,468 |
Operating income | 41,352 | 31,356 | 187,756 | 91,062 |
Other income (expense): | ||||
Interest expense | (2,305) | (1,016) | (5,209) | (2,852) |
Gain on sale of operations, net | 176 | 0 | 311 | 6,385 |
Other (expense) income, net | (2,618) | (1,133) | (24,919) | 12,029 |
Total other (expense) income, net | (4,747) | (2,149) | (29,817) | 15,562 |
Income from continuing operations before income tax expense | 36,605 | 29,207 | 157,939 | 106,624 |
Income tax expense | 9,131 | 7,512 | 41,074 | 26,100 |
Income from continuing operations | 27,474 | 21,695 | 116,865 | 80,524 |
Loss from discontinued operations, net of tax | (4) | (4) | (13) | (17) |
Net income | $ 27,470 | $ 21,691 | $ 116,852 | $ 80,507 |
Basic: | ||||
Continuing operations (in dollars per share) | $ 0.53 | $ 0.41 | $ 2.25 | $ 1.52 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income (in dollars per share) | 0.53 | 0.41 | 2.25 | 1.52 |
Diluted: | ||||
Continuing operations (in dollars per share) | 0.53 | 0.41 | 2.22 | 1.50 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income (in dollars per share) | $ 0.53 | $ 0.41 | $ 2.22 | $ 1.50 |
Basic weighted average shares outstanding (in shares) | 51,457 | 52,425 | 51,827 | 52,885 |
Diluted weighted average shares outstanding (in shares) | 52,238 | 53,226 | 52,720 | 53,796 |
Comprehensive income: | ||||
Net income | $ 27,470 | $ 21,691 | $ 116,852 | $ 80,507 |
Other comprehensive income, net of tax | 2,179 | 159 | 4,584 | 1,071 |
Comprehensive income | $ 29,649 | $ 21,850 | $ 121,436 | $ 81,578 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Restricted Stock Units and Awards | Performance share units | Common Stock | Common Stock Restricted Stock Units and Awards | Common Stock Performance share units | Treasury Shares | Additional Paid-In Capital | Additional Paid-In Capital Restricted Stock Units and Awards | Additional Paid-In Capital Performance share units | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 134,144 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 80,045 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 702,620 | $ 1,341 | $ (595,297) | $ 740,970 | $ 557,875 | $ (2,269) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 80,507 | 80,507 | ||||||||||
Other comprehensive income | 1,071 | 1,071 | ||||||||||
Share repurchases (in shares) | 2,686 | |||||||||||
Share repurchases | (84,883) | $ (84,883) | ||||||||||
Indirect repurchase of shares for minimum tax withholding (in shares) | 92 | |||||||||||
Indirect repurchase of shares for minimum tax withholding | (3,037) | $ (3,037) | ||||||||||
Restricted stock units and awards and Performance share units (in shares) | 80 | |||||||||||
Restricted stock units and awards and Performance share units | 0 | $ 1 | (1) | |||||||||
Stock options exercised (in shares) | 635 | |||||||||||
Stock options exercised | 7,143 | $ 6 | 7,137 | |||||||||
Stock-based compensation | 8,359 | 8,359 | ||||||||||
Business acquisitions (in shares) | 274 | |||||||||||
Business acquisitions | 8,867 | $ 3 | 8,864 | |||||||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | 135,133 | |||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 82,823 | |||||||||||
Ending balance at Sep. 30, 2021 | 720,647 | $ 1,351 | $ (683,217) | 765,329 | 638,382 | (1,198) | ||||||
Common stock, beginning balance (in shares) at Jun. 30, 2021 | 134,892 | |||||||||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 82,173 | |||||||||||
Beginning balance at Jun. 30, 2021 | 712,332 | $ 1,349 | $ (661,772) | 757,421 | 616,691 | (1,357) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 21,691 | 21,691 | ||||||||||
Other comprehensive income | 159 | 159 | ||||||||||
Share repurchases (in shares) | 650 | |||||||||||
Share repurchases | (21,445) | $ (21,445) | ||||||||||
Stock options exercised (in shares) | 142 | |||||||||||
Stock options exercised | 1,695 | $ 1 | 1,694 | |||||||||
Stock-based compensation | 2,905 | 2,905 | ||||||||||
Business acquisitions (in shares) | 99 | |||||||||||
Business acquisitions | 3,310 | $ 1 | 3,309 | |||||||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | 135,133 | |||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 82,823 | |||||||||||
Ending balance at Sep. 30, 2021 | 720,647 | $ 1,351 | $ (683,217) | 765,329 | 638,382 | (1,198) | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 135,187 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 83,149 | |||||||||||
Beginning balance at Dec. 31, 2021 | 704,548 | $ 1,352 | $ (694,716) | 770,117 | 628,762 | (967) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 116,852 | 116,852 | ||||||||||
Other comprehensive income | 4,584 | 4,584 | ||||||||||
Share repurchases (in shares) | 1,628 | |||||||||||
Share repurchases | (67,976) | $ (67,976) | ||||||||||
Indirect repurchase of shares for minimum tax withholding (in shares) | 188 | |||||||||||
Indirect repurchase of shares for minimum tax withholding | $ (7,289) | $ (7,289) | ||||||||||
Restricted stock units and awards and Performance share units (in shares) | 120 | 211 | ||||||||||
Restricted stock units and awards and Performance share units | $ 0 | $ 0 | $ 1 | $ 2 | $ (1) | $ (2) | ||||||
Stock options exercised (in shares) | 541 | 541 | ||||||||||
Stock options exercised | $ 7,994 | $ 5 | 7,989 | |||||||||
Stock-based compensation | 11,987 | 11,987 | ||||||||||
Business acquisitions (in shares) | 87 | |||||||||||
Business acquisitions | 3,425 | $ 1 | 3,424 | |||||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 136,146 | |||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 84,965 | |||||||||||
Ending balance at Sep. 30, 2022 | 774,125 | $ 1,361 | $ (769,981) | 793,514 | 745,614 | 3,617 | ||||||
Common stock, beginning balance (in shares) at Jun. 30, 2022 | 135,823 | |||||||||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2022 | 84,221 | |||||||||||
Beginning balance at Jun. 30, 2022 | 764,523 | $ 1,358 | $ (737,559) | 781,142 | 718,144 | 1,438 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 27,470 | 27,470 | ||||||||||
Other comprehensive income | 2,179 | 2,179 | ||||||||||
Share repurchases (in shares) | 744 | |||||||||||
Share repurchases | (32,422) | $ (32,422) | ||||||||||
Restricted stock units and awards and Performance share units (in shares) | 1 | |||||||||||
Stock options exercised (in shares) | 254 | |||||||||||
Stock options exercised | 4,098 | $ 2 | 4,096 | |||||||||
Stock-based compensation | 5,559 | 5,559 | ||||||||||
Business acquisitions (in shares) | 68 | |||||||||||
Business acquisitions | 2,718 | $ 1 | 2,717 | |||||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 136,146 | |||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 84,965 | |||||||||||
Ending balance at Sep. 30, 2022 | $ 774,125 | $ 1,361 | $ (769,981) | $ 793,514 | $ 745,614 | $ 3,617 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 116,852 | $ 80,507 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 24,707 | 19,921 |
Gain on sale of operations, net | (311) | (6,385) |
Bad debt expense, net of recoveries | 1,295 | 562 |
Adjustment to contingent earnout liability | 1,917 | 1,599 |
Stock-based compensation expense | 11,987 | 8,359 |
Deferred income taxes | 5,690 | 7,141 |
Other, net | (2,083) | (373) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable, net | (125,700) | (66,017) |
Other assets | (2,610) | 53 |
Accounts payable | 6,203 | 12,126 |
Income taxes payable | 12,709 | 5,245 |
Accrued personnel costs | 18,863 | 15,329 |
Other liabilities | (9,447) | 2,897 |
Operating cash flows provided by continuing operations | 60,072 | 80,964 |
Operating cash flows used in discontinued operations | (13) | (18) |
Net cash provided by operating activities | 60,059 | 80,946 |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (79,289) | (66,155) |
Purchases of client fund investments | (19,771) | (13,050) |
Proceeds from the sales and maturities of client fund investments | 11,500 | 10,800 |
Proceeds from sales of divested operations | 2,906 | 9,785 |
Change in funds held for clients | (171) | (5,708) |
Additions to property and equipment | (6,030) | (6,451) |
Other, net | (4,695) | 51 |
Net cash used in investing activities | (95,550) | (70,728) |
Cash flows from financing activities: | ||
Proceeds from bank debt | 655,500 | 680,400 |
Payment of bank debt | (539,700) | (598,200) |
Payment for acquisition of treasury stock | (65,976) | (84,950) |
Indirect repurchase of shares for minimum tax withholding | (7,289) | (3,037) |
Changes in client funds obligations | (30,024) | 8,375 |
Proceeds from exercise of stock options | 7,994 | 7,143 |
Payment of contingent consideration for acquisitions | (12,408) | (7,883) |
Other, net | (2,072) | (170) |
Net cash provided by financing activities | 6,025 | 1,678 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (29,466) | 11,896 |
Cash, cash equivalents and restricted cash at beginning of year | 150,474 | 170,335 |
Cash, cash equivalents and restricted cash at end of period | 121,008 | 182,231 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets: | ||
Cash and cash equivalents | 2,040 | 2,749 |
Restricted cash | 39,555 | 37,320 |
Cash equivalents included in funds held for clients | 79,413 | 142,162 |
Total cash, cash equivalents and restricted cash | $ 121,008 | $ 182,231 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Selected Terms Used in Notes to the Condensed 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 SOFR – Secured Overnight Financing Rate LIBOR – London Interbank Offered Rate SEC – United States Securities and Exchange Commission 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 12, Segment Disclosures, to the accompanying unaudited condensed 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 unaudited 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 unaudited 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, 2021. In the opinion of CBIZ management, the accompanying unaudited 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, 2022. Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In 2021, CBIZ formed a grantor trust (the “Trust”) with Wilmington Savings Funds Society, FSB, a Federal savings bank, serving as trustee. The Trust holds the majority of the funds provided by CBIZ’s clients for payroll processing pending remittance to employees of those clients, tax authorities, and |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
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 2022 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. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which provides optional temporary guidance for entities transitioning away from the LIBOR and other interbank offered rates to new reference rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. This ASU clarifies that the derivative instruments affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions provided in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments provided in this ASU do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. On May 4, 2022, we entered into a Second Amended and Restated Credit Agreement (the "2022 credit facility" or the "credit facility"), by and among CBIZ Operations, Inc. ("CBIZ Operations"), and Bank of America, N.A., as administrative agent, and other financial institutions. The 2022 credit facility amends the Amended and Restated Credit Agreement, dated as of April 3, 2018 (the "2018 credit facility"). Among other things, the 2022 Credit Facility amended the base interest rate from LIBOR to Term SOFR. Consequently, we amended the interest rate swap agreements with respect to the existing swaps. Effective May 16, 2022, the scheduled reset date, the interest rate of the swaps were set to one-month Term SOFR to align the swaps to Term SOFR in the 2022 credit facility. No other terms under the swap agreements were amended. As a result, we early adopted ASC Topic 848, Reference Rate Reform. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NETAccounts receivable, less allowance for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenue is recorded at estimated net realizable value. 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. Accounts receivable, net, at September 30, 2022 and December 31, 2021 was as follows (in thousands): September 30, December 31, Trade accounts receivable $ 252,251 $ 190,710 Unbilled revenue, at net realizable value 167,083 67,616 Total accounts receivable 419,334 258,326 Allowance for doubtful accounts (20,364) (16,158) Accounts receivable, net $ 398,970 $ 242,168 Changes to the allowance for doubtful accounts for the nine months ended September 30, 2022 and twelve months ended December 31, 2021 are as follows (in thousands): September 30, December 31, Balance at beginning of period $ (16,158) $ (14,894) Provision (9,796) (9,422) Charge-offs, net of recoveries 5,590 8,158 Allowance for doubtful accounts $ (20,364) $ (16,158) |
Debt and Financing Arrangements
Debt and Financing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | DEBT AND FINANCING ARRANGEMENTS On May 4, 2022, we entered into the 2022 credit facility, which amends the 2018 credit facility. The 2022 credit facility increased our borrowing capacity from $400 million to $600 million, 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. Other important key terms of the 2022 credit facility include: (i) an accordion feature that permits lenders to extend an additional $200 million at later date; (ii) no change in pricing from the 2018 credit facility; (iii) upsizing of baskets and various sublimits to reflect the increased size of the Company's business; (iv) a swing line facility increase from $25 million to $50 million, which provides for same-day funds to cover daily liquidity needs; and (v) base interest rate amended from LIBOR to Term SOFR. The 2022 credit facility extends the maturity date from 2023 to 2027. In connection with our 2022 credit facility, we incurred approximately $2.1 million of financing costs during the second quarter of 2022. The financing costs are deferred and reported as a reduction of debt on the accompanying unaudited Condensed Consolidated Balance Sheets, are included as a component of cash flow from financing activities on the accompanying unaudited Condensed Consolidated Statements of Cash Flows, and are being amortized as interest expense over the term of the 2022 credit facility. In addition, we wrote-off approximately $41 thousand of unamortized deferred cost associated with the 2018 credit facility as additional interest expense in the second quarter of 2022. The balance outstanding under the 2022 credit facility was $271.1 million at September 30, 2022. The balance outstanding under the 2018 credit facility was $155.3 million at December 31, 2021. The combined effective interest rates under the 2018 and 2022 credit facilities, including the impact of interest rate swaps associated with those credit facilities, were as follows: Nine Months Ended 2022 2021 Weighted average rates 2.29% 1.89% Range of effective rates 1.08% - 4.18% 1.06% - 3.64% We had approximately $310.9 million of available funds under the 2022 credit facility at September 30, 2022, net of outstanding letters of credit of $5.7 million. Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the credit facility, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the credit facility. Under the 2022 credit facility, loans are charged an interest rate consisting of a base rate or Term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility. The 2022 credit facility contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The 2022 credit facility also limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the credit facility and applicable law. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated. In addition, the 2022 credit facility contains financial covenants that require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum interest coverage ratio which may limit our ability to borrow up to the total commitment amount. As of September 30, 2022, we are in compliance with all covenants. Other Line of Credit - We have an unsecured $20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc. and 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 was renewed on August 1, 2022 and will terminate on August 3, 2023, did not have a balance outstanding at September 30, 2022. 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 September 30, 2022 2021 Credit facilities $ 2,301 $ 1,010 Other line of credit 4 — Other — 6 Total $ 2,305 $ 1,016 Nine Months Ended September 30, 2022 2021 Credit facilities $ 5,204 $ 2,833 Other line of credit 5 — Other — 19 Total $ 5,209 $ 2,852 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 $5.7 million and $3.4 million at September 30, 2022 and December 31, 2021, respectively. 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 and $2.3 million at September 30, 2022 and December 31, 2021, respectively. Legal Proceedings - On December 19, 2016, CBIZ Operations was named as a defendant in a lawsuit filed by Zotec Partners, LLC (“Zotec”) in the Marion County Indiana Superior Court. After various amendments, the lawsuit asserts claims under Indiana law for securities, statutory and common law fraud or deception, unjust enrichment, breach of contract, and vicarious liability against CBIZ Operations and a former employee of CBIZ MMP in connection with the sale of the CBIZ MMP medical billing practice to Zotec. The plaintiff claims that CBIZ Operations had a duty to disclose the fact, |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 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, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying unaudited Condensed Consolidated Balance Sheets. The par value of these investments totaled $45.3 million and $37.0 million at September 30, 2022 and December 31, 2021, respectively, and had maturity or callable dates ranging from October 2022 through November 2025. At September 30, 2022, unrealized losses on the securities were not material and 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 nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (in thousands): Nine Months Ended September 30, 2022 Twelve Months Ended December 31, 2021 Fair value at beginning of period $ 38,670 $ 25,708 Purchases 19,771 26,980 Redemptions (5,630) (6,530) Maturities (5,870) (8,347) Change in bond premium (350) 1,517 Fair market value adjustment (2,218) (658) Fair value at end of period $ 44,373 $ 38,670 In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $1.7 million and $1.1 million at September 30, 2022 and December 31, 2021, respectively. Those depository assets are classified as Level 1 in the fair value hierarchy. Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under our credit facility, or the forecasted acquisition of such liability. We do not purchase or hold any derivative instruments for trading or speculative purposes. Refer to the Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion on our interest rate swaps. As a result of the 2022 credit facility, CBIZ amended the interest rate swap agreements with respect to the existing swaps. Effective May 16, 2022, the scheduled reset date, the interest rate of the swaps are set to one-month Term SOFR to align the swaps to Term SOFR in the 2022 credit facility as a result of reference rate reform. No other terms under the swap agreements were amended. During the third quarter of 2022, we entered into a new 5-year interest rate swap with a notional value of $20 million and fixed rate of 2.45% Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the amended agreements, and receive interest that varies with the one-month Term SOFR. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021 (amounts in thousands): September 30, 2022 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 15,000 2.571 % 6/1/2023 $ 130 Other current asset Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 3,820 Other non-current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 3,020 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 1,147 Other non-current asset December 31, 2021 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 20,000 1.770 % 5/14/2022 $ (120) Other current liability Interest rate swap $ 15,000 2.640 % 6/1/2023 $ (432) Other non-current liability Interest rate swap $ 50,000 0.885 % 4/14/2025 $ 405 Other non-current asset Interest rate swap $ 30,000 1.249 % 12/14/2026 $ (64) Other non-current liability Refer to Note 7, Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (in thousands): Gain Recognized Gain (Loss) Reclassified Three Months Ended Three Months Ended 2022 2021 2022 2021 Interest rate swaps $ 2,815 $ 66 $ 220 $ (285) Nine Months Ended Nine Months Ended 2022 2021 2022 2021 Interest rate swaps $ 6,009 $ 718 $ (278) $ (850) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table summarizes our assets and (liabilities) at September 30, 2022 and December 31, 2021, 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 September 30, 2022 December 31, 2021 Deferred compensation plan assets 1 $ 111,060 $ 136,321 Available-for-sale debt securities 1 44,373 38,670 Other depository assets 1 1,665 1,144 Deferred compensation plan liabilities 1 (111,060) (136,321) Interest rate swaps 2 8,117 (211) Contingent purchase price liabilities 3 (141,208) (79,139) During the nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2022 and 2021 (pre-tax basis) (in thousands): 2022 2021 Beginning balance – January 1 $ (79,139) $ (54,391) Additions from business acquisitions (74,199) (38,149) Settlement of contingent purchase price liabilities 14,047 9,511 Change in fair value of contingencies 461 (336) Change in net present value of contingencies (2,378) (1,263) Ending balance – September 30 $ (141,208) $ (84,628) 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 liabilities — current” and “Contingent purchase price liabilities — non-current” in the accompanying unaudited Condensed 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 is 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. |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Other Comprehensive Income | 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 nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net unrealized loss on available-for-sale securities, net of income taxes (1) $ (457) $ (116) $ (1,614) $ (274) Net unrealized gain on interest rate swaps, net of income taxes (2) 2,647 281 6,218 1,359 Foreign currency translation (11) (6) (20) (14) Total other comprehensive income $ 2,179 $ 159 $ 4,584 $ 1,071 (1) Net of income tax benefit of $171 and income tax benefit of $44 for the three months ended September 30, 2022 and 2021, respectively, and net of income tax benefit of $604 and income tax benefit of $103 for the nine months ended September 30, 2022 and 2021, respectively. (2) Net of income tax expense of $863 and income tax expense of $90 for the three months ended September 30, 2022 and 2021, respectively, and net of income tax expense of $2,041 and income tax expense of $436 for the nine months ended September 30, 2022 and 2021, respectively. |
Employee Stock Plans
Employee Stock Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock Plans | 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, 2021 for further discussion on the 2019 Plan. Compensation expense for stock-based awards recognized during the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options $ — $ 581 $ 248 $ 1,114 Restricted stock units and awards 1,188 1,388 4,015 4,214 Performance share units 4,371 936 7,724 3,031 Total stock-based compensation expense $ 5,559 $ 2,905 $ 11,987 $ 8,359 Stock Options and Restricted Stock Units and Awards – The following table presents our stock options and restricted stock units and awards activity during the nine months ended September 30, 2022 (in thousands, except per share data): Stock Options Restricted Stock Units and Awards Number of Weighted Average Exercise Price Per Share Number of Weighted Average Grant-Date Fair Value (1) Outstanding at beginning of year 1,223 $ 17.71 389 $ 25.07 Granted — $ — 130 $ 38.53 Exercised or released (541) $ 14.78 (238) $ 23.47 Expired or canceled — $ — (4) $ 34.04 Outstanding at September 30, 2022 682 $ 20.04 277 $ 32.62 Exercisable at September 30, 2022 682 $ 20.04 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on an earnings per share target (weighted 70%) and total growth in revenue (weighted 30%). The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200% of the number of PSUs initially granted. The following table presents our PSU award activity during the nine months ended September 30, 2022 (in thousands, except per share data): Performance Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 473 $ 23.64 Granted 103 $ 38.15 Vested (211) $ 19.82 Adjustments for performance results (2) 82 $ 25.75 Canceled (5) $ 33.21 Outstanding at September 30, 2022 442 $ 29.12 (1) Represents weighted average market value of the performance share units; PSUs are granted at no cost to the recipients. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Income from continuing operations $ 27,474 $ 21,695 $ 116,865 $ 80,524 Denominator: Basic Weighted average common shares outstanding 51,457 52,425 51,827 52,885 Diluted Stock options (1) 434 609 523 692 Restricted stock units and awards (1) 118 155 141 182 Performance share units 205 — 205 — Contingent shares (2) 24 37 24 37 Diluted weighted average common shares outstanding (3) 52,238 53,226 52,720 53,796 Basic earnings per share from continuing operations $ 0.53 $ 0.41 $ 2.25 $ 1.52 Diluted earnings per share from continuing operations $ 0.53 $ 0.41 $ 2.22 $ 1.50 (1) A total of 72 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2022, as their effect would be anti-dilutive. No stock-based awards were exclude from the calculation of diluted earnings per share for the three months ended September 30, 2022, as their effect was dilutive. A total of 44 thousand and 106 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2021, 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 did not include 237 thousand performance share units for both the three and nine months ended September 30, 2022, and the denominator used in calculating diluted earnings per share did not include 447 thousand |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS Business Combinations During the nine months ended September 30, 2022, we completed the following acquisitions: • Effective January 1, 2022, we acquired all of the non-attest assets of Marks Paneth LLP ("Marks Paneth"). Marks Paneth, based in New York City, is a provider of a full range of accounting, tax and consulting services to a wide range of industries. Marks Paneth is included as a component of our Financial Services practice group. Operating results are reported in the Financial Services practice group. • Effective July 1, 2022, we acquired substantially all the assets of Stinnett & Associates, LLC ("Stinnett"). Stinnett, located in Tulsa, Oklahoma, is a professional advisory firm and certified Women's Business Enterprise providing internal audit, Sarbanes-Oxley compliance, cybersecurity reviews, business continuity and disaster recovery, and fraud investigations to businesses of all sizes including Fortune 1000 organizations in a variety of industries. Operating results are reported in the Financial Services practice group. During the nine months ended September 30, 2021, we completed the following acquisitions: • Effective January 1, 2021, we acquired substantially all the assets of Middle Market Advisory Group (“MMA”). MMA, based in Englewood, Colorado, is a provider of tax compliance and consulting services to middle market companies and family groups in the real estate, automotive, technology and SAAS, construction, and manufacturing industries. Operating results are reported in the Financial Services practice group. • Effective April 1, 2021, we acquired substantially all the assets of Wright Retirement Services, LLC ("Wright"). Wright, located in Valdosta, Georgia, specializes in third party administration services for retirement plan sponsors. Operating results are reported in the Benefits and Insurance practice group. • Effective May 1, 2021, we acquired substantially all of the non-attest assets of Berntson Porter & Company, PLLC ("BP"). BP, based in Bellevue, Washington is a provider of comprehensive accounting and financial consulting services including tax, forensic, economic and valuation services and transaction services to a wide range of industries with specialties including construction, real estate, hospitality, manufacturing and technology. Operating results are reported in the Financial Services practice group. • Effective June 1, 2021, we acquired all of the issued and outstanding membership interests of Schramm Health Partners, LLC dba Optumas ("Optumas"). Optumas, based in Scottsdale, Arizona, is a provider of actuarial services to state government health care agencies to assist in the administration of Medicaid programs. Operating results are reported in the Financial Services practice group. • Effective September 1, 2021, we acquired all of the non-attest assets of Shea Labagh Dobberstein ("SLD"). SLD, based in San Francisco, California, is a provider of professional accounting, tax and advisory services to privately held businesses, individuals and nonprofit organizations. Operating results are reported in the Financial Services practice group. The acquisitions of Marks Paneth and Stinnett are expected to add approximately $154.5 million annualized revenue in 2022. For the nine months ended September 30, 2022, we recorded approximately $9.3 million in non-recurring transaction, retention and integration related costs associated with the Marks Paneth acquisition. Pro forma results of operations for these acquisitions have not been presented because the effects of these acquisitions were not material, either individually or in aggregate, to our total revenue, income from continuing operations, and net income for the three and nine months ended September 30, 2022 and 2021, respectively. The following table summarizes the consideration and purchase price allocation for the acquisitions completed during the nine months ended September 30, 2022 and 2021, respectively (in thousands): 2022 2021 Common stock issued (number) 42 207 Common stock value $ 1,668 $ 6,940 Cash paid 79,141 66,051 Recorded contingent consideration 74,199 38,148 Total recorded purchase price $ 155,008 $ 111,139 Accounts receivable acquired 20,429 13,125 Fixed assets acquired 1,933 1,473 Identifiable intangible assets acquired 53,400 40,753 Operating lease right-of-use asset acquired 49,291 17,814 Other assets acquired 1,693 1,316 Operating lease liability acquired - current (5,860) (2,785) Other current liabilities acquired (1,594) (5,735) Operating lease liability acquired - non-current (43,431) (15,029) Goodwill 79,147 60,207 Total net assets acquired $ 155,008 $ 111,139 Maximum potential contingent consideration $ 77,075 $ 40,126 The following table summarizes the goodwill and intangible asset amounts resulting from those acquisitions for the nine months ended September 30, 2022 and 2021, respectively (in thousands): Nine Months Ended September 30, 2022 2021 Financial Services Benefits and Insurance Services Financial Services Benefits and Insurance Services Goodwill $ 79,147 $ — $ 58,409 $ 1,798 Client list 53,400 — 38,580 1,290 Other intangibles — — 837 46 Total $ 132,547 $ — $ 97,826 $ 3,134 Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired. Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses 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. Goodwill related to these acquisitions is deductible for tax purposes. Client lists from the aforementioned acquisitions have an expected life up to 10 years, and other intangibles, primarily non-compete agreements, have an expected life of 3 years. Client lists and non-compete agreements are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets. The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net expense $ 440 $ 846 $ 1,917 $ 1,599 Cash settlement paid $ 4,167 $ — $ 12,289 $ 7,584 Shares issued (number) 26 13 45 66 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 Condensed Consolidated Statements of Comprehensive Income. During the nine months ended September 30, 2021, we sold one business unit for $9.7 million in the Benefit and Insurance practice group and recorded a gain of $6.4 million. In addition, during the three and nine months ended September 30, 2022, we sold one small book of business for $2.5 million in the Benefits and Insurance Services practice group and recorded a gain of $2.4 million. This gain is recorded as “Other (expense) income, net” in the accompanying Condensed Consolidated Statements of Comprehensive Income. Gain on book of business sales in the three and nine months ended September 30, 2021 was immaterial. |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Disclosures | 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 Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management Healthcare Consulting Valuation Property and Casualty Insurance Risk and Advisory Services Retirement and Investment Services Government 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 primarily consist 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, 2021. 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 income (loss) from continuing operations before income tax expense (benefit) excluding those costs listed above, which are reported in the “Corporate and Other”. Three Months Ended September 30, 2022 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 259,998 — — $ 259,998 Core benefits and insurance services — 88,364 — 88,364 Non-core benefits and insurance services — 3,703 — 3,703 Managed networking, hardware services — — 8,514 8,514 National practices consulting — — 2,683 2,683 Total revenue $ 259,998 $ 92,067 $ 11,197 $ 363,262 Three Months Ended September 30, 2021 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 187,232 — — $ 187,232 Core benefits and insurance services — 83,009 — 83,009 Non-core benefits and insurance services — 2,788 — 2,788 Managed networking, hardware services — — 7,088 7,088 National practices consulting — — 2,602 2,602 Total revenue $ 187,232 $ 85,797 $ 9,690 $ 282,719 Nine Months Ended September 30, 2022 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 808,052 — — $ 808,052 Core benefits and insurance services — 264,666 — 264,666 Non-core benefits and insurance services — 11,595 — 11,595 Managed networking, hardware services — — 24,768 24,768 National practices consulting — — 7,855 7,855 Total revenue $ 808,052 $ 276,261 $ 32,623 $ 1,116,936 Nine Months Ended September 30, 2021 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 577,970 — — $ 577,970 Core benefits and insurance services — 246,367 — 246,367 Non-core benefits and insurance services — 9,289 — 9,289 Managed networking, hardware services — — 20,952 20,952 National practices consulting — — 7,519 7,519 Total revenue $ 577,970 $ 255,656 $ 28,471 $ 862,097 Segment information for the three months ended September 30, 2022 and 2021 was as follows (in thousands): Three Months Ended September 30, 2022 Financial Benefits National Corporate Total Revenue $ 259,998 $ 92,067 $ 11,197 $ — $ 363,262 Operating expenses 220,337 73,321 9,743 2,616 306,017 Gross margin 39,661 18,746 1,454 (2,616) 57,245 Corporate general and administrative expenses — — — 15,893 15,893 Operating income (loss) 39,661 18,746 1,454 (18,509) 41,352 Other income (expense): Interest expense — (4) — (2,301) (2,305) Gain on sale of operations, net 176 — — — 176 Other income (expense), net 103 2,402 8 (5,131) (2,618) Total other income (expense), net 279 2,398 8 (7,432) (4,747) Income (loss) from continuing operations before income tax expense $ 39,940 $ 21,144 $ 1,462 $ (25,941) $ 36,605 Three Months Ended September 30, 2021 Financial Benefits National Corporate Total Revenue $ 187,232 $ 85,797 $ 9,690 $ — $ 282,719 Operating expenses 156,178 69,039 8,514 4,597 238,328 Gross margin 31,054 16,758 1,176 (4,597) 44,391 Corporate general and administrative expenses — — — 13,035 13,035 Operating income (loss) 31,054 16,758 1,176 (17,632) 31,356 Other income (expense): Interest expense — — — (1,016) (1,016) Other income (expense), net 18 (9) 1 (1,143) (1,133) Total other income (expense), net 18 (9) 1 (2,159) (2,149) Income (loss) from continuing operations before income tax expense $ 31,072 $ 16,749 $ 1,177 $ (19,791) $ 29,207 Segment information for the nine months ended September 30, 2022 and 2021 was as follows (in thousands): Nine Months Ended September 30, 2022 Financial Benefits National Corporate Total Revenue $ 808,052 $ 276,261 $ 32,623 $ — $ 1,116,936 Operating expenses (income) 639,780 220,998 29,218 (3,944) 886,052 Gross margin 168,272 55,263 3,405 3,944 230,884 Corporate general and administrative expenses — — — 43,128 43,128 Operating income (loss) 168,272 55,263 3,405 (39,184) 187,756 Other income (expense): Interest expense — (5) — (5,204) (5,209) Gain on sale of operations, net 311 — — — 311 Other income (expense), net 274 2,366 9 (27,568) (24,919) Total other income (expense), net 585 2,361 9 (32,772) (29,817) Income (loss) from continuing operations before income tax expense $ 168,857 $ 57,624 $ 3,414 $ (71,956) $ 157,939 Nine Months Ended September 30, 2021 Financial Benefits National Corporate Total Revenue $ 577,970 $ 255,656 $ 28,471 $ — $ 862,097 Operating expenses 448,844 203,748 25,542 21,099 699,233 Gross margin 129,126 51,908 2,929 (21,099) 162,864 Corporate general and administrative expenses — — — 41,334 41,334 Legal settlement, net — — — 30,468 30,468 Operating income (loss) 129,126 51,908 2,929 (92,901) 91,062 Other income (expense): Interest expense — — — (2,852) (2,852) Gain on sale of operations, net — 6,385 — — 6,385 Other income, net 310 863 1 10,855 12,029 Total other income, net 310 7,248 1 8,003 15,562 Income (loss) from continuing operations before income tax expense $ 129,436 $ 59,156 $ 2,930 $ (84,898) $ 106,624 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSSubsequent to September 30, 2022 and up to October 26, 2022, we repurchased approximately 0.4 million shares of our common stock in the open market at a total cost of approximately $18.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 12, Segment Disclosures, to the accompanying unaudited condensed 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 unaudited 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 unaudited 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, 2021. In the opinion of CBIZ management, the accompanying unaudited 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, 2022. |
Use of Estimates | Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. |
Changes in Accounting Policies | Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In 2021, CBIZ formed a grantor trust (the “Trust”) with Wilmington Savings Funds Society, FSB, a Federal savings bank, serving as trustee. The Trust holds the majority of the funds provided by CBIZ’s clients for payroll processing pending remittance to employees of those clients, tax authorities, and |
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 2022 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. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which provides optional temporary guidance for entities transitioning away from the LIBOR and other interbank offered rates to new reference rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. This ASU clarifies that the derivative instruments affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions provided in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments provided in this ASU do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. On May 4, 2022, we entered into a Second Amended and Restated Credit Agreement (the "2022 credit facility" or the "credit facility"), by and among CBIZ Operations, Inc. ("CBIZ Operations"), and Bank of America, N.A., as administrative agent, and other financial institutions. The 2022 credit facility amends the Amended and Restated Credit Agreement, dated as of April 3, 2018 (the "2018 credit facility"). Among other things, the 2022 Credit Facility amended the base interest rate from LIBOR to Term SOFR. Consequently, we amended the interest rate swap agreements with respect to the existing swaps. Effective May 16, 2022, the scheduled reset date, the interest rate of the swaps were set to one-month Term SOFR to align the swaps to Term SOFR in the 2022 credit facility. No other terms under the swap agreements were amended. As a result, we early adopted ASC Topic 848, Reference Rate Reform. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, at September 30, 2022 and December 31, 2021 was as follows (in thousands): September 30, December 31, Trade accounts receivable $ 252,251 $ 190,710 Unbilled revenue, at net realizable value 167,083 67,616 Total accounts receivable 419,334 258,326 Allowance for doubtful accounts (20,364) (16,158) Accounts receivable, net $ 398,970 $ 242,168 |
Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable | Changes to the allowance for doubtful accounts for the nine months ended September 30, 2022 and twelve months ended December 31, 2021 are as follows (in thousands): September 30, December 31, Balance at beginning of period $ (16,158) $ (14,894) Provision (9,796) (9,422) Charge-offs, net of recoveries 5,590 8,158 Allowance for doubtful accounts $ (20,364) $ (16,158) |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Unsecured Credit Facility | The combined effective interest rates under the 2018 and 2022 credit facilities, including the impact of interest rate swaps associated with those credit facilities, were as follows: Nine Months Ended 2022 2021 Weighted average rates 2.29% 1.89% Range of effective rates 1.08% - 4.18% 1.06% - 3.64% |
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 September 30, 2022 2021 Credit facilities $ 2,301 $ 1,010 Other line of credit 4 — Other — 6 Total $ 2,305 $ 1,016 Nine Months Ended September 30, 2022 2021 Credit facilities $ 5,204 $ 2,833 Other line of credit 5 — Other — 19 Total $ 5,209 $ 2,852 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Summary of Investments | The following table summarizes activities related to these investments for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (in thousands): Nine Months Ended September 30, 2022 Twelve Months Ended December 31, 2021 Fair value at beginning of period $ 38,670 $ 25,708 Purchases 19,771 26,980 Redemptions (5,630) (6,530) Maturities (5,870) (8,347) Change in bond premium (350) 1,517 Fair market value adjustment (2,218) (658) Fair value at end of period $ 44,373 $ 38,670 |
Summary of Outstanding Interest Rate Swaps | The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021 (amounts in thousands): September 30, 2022 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 15,000 2.571 % 6/1/2023 $ 130 Other current asset Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 3,820 Other non-current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 3,020 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 1,147 Other non-current asset December 31, 2021 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 20,000 1.770 % 5/14/2022 $ (120) Other current liability Interest rate swap $ 15,000 2.640 % 6/1/2023 $ (432) Other non-current liability Interest rate swap $ 50,000 0.885 % 4/14/2025 $ 405 Other non-current asset Interest rate swap $ 30,000 1.249 % 12/14/2026 $ (64) Other non-current liability |
Summary of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (in thousands): Gain Recognized Gain (Loss) Reclassified Three Months Ended Three Months Ended 2022 2021 2022 2021 Interest rate swaps $ 2,815 $ 66 $ 220 $ (285) Nine Months Ended Nine Months Ended 2022 2021 2022 2021 Interest rate swaps $ 6,009 $ 718 $ (278) $ (850) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 December 31, 2021 Deferred compensation plan assets 1 $ 111,060 $ 136,321 Available-for-sale debt securities 1 44,373 38,670 Other depository assets 1 1,665 1,144 Deferred compensation plan liabilities 1 (111,060) (136,321) Interest rate swaps 2 8,117 (211) Contingent purchase price liabilities 3 (141,208) (79,139) |
Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the nine months ended September 30, 2022 and 2021 (pre-tax basis) (in thousands): 2022 2021 Beginning balance – January 1 $ (79,139) $ (54,391) Additions from business acquisitions (74,199) (38,149) Settlement of contingent purchase price liabilities 14,047 9,511 Change in fair value of contingencies 461 (336) Change in net present value of contingencies (2,378) (1,263) Ending balance – September 30 $ (141,208) $ (84,628) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net unrealized loss on available-for-sale securities, net of income taxes (1) $ (457) $ (116) $ (1,614) $ (274) Net unrealized gain on interest rate swaps, net of income taxes (2) 2,647 281 6,218 1,359 Foreign currency translation (11) (6) (20) (14) Total other comprehensive income $ 2,179 $ 159 $ 4,584 $ 1,071 (1) Net of income tax benefit of $171 and income tax benefit of $44 for the three months ended September 30, 2022 and 2021, respectively, and net of income tax benefit of $604 and income tax benefit of $103 for the nine months ended September 30, 2022 and 2021, respectively. (2) Net of income tax expense of $863 and income tax expense of $90 for the three months ended September 30, 2022 and 2021, respectively, and net of income tax expense of $2,041 and income tax expense of $436 for the nine months ended September 30, 2022 and 2021, respectively. |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Awards | Compensation expense for stock-based awards recognized during the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options $ — $ 581 $ 248 $ 1,114 Restricted stock units and awards 1,188 1,388 4,015 4,214 Performance share units 4,371 936 7,724 3,031 Total stock-based compensation expense $ 5,559 $ 2,905 $ 11,987 $ 8,359 |
Schedule of Stock Options, Restricted Stock Units and Awards, and Performance Share Units Award Activity | The following table presents our stock options and restricted stock units and awards activity during the nine months ended September 30, 2022 (in thousands, except per share data): Stock Options Restricted Stock Units and Awards Number of Weighted Average Exercise Price Per Share Number of Weighted Average Grant-Date Fair Value (1) Outstanding at beginning of year 1,223 $ 17.71 389 $ 25.07 Granted — $ — 130 $ 38.53 Exercised or released (541) $ 14.78 (238) $ 23.47 Expired or canceled — $ — (4) $ 34.04 Outstanding at September 30, 2022 682 $ 20.04 277 $ 32.62 Exercisable at September 30, 2022 682 $ 20.04 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. Performance Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 473 $ 23.64 Granted 103 $ 38.15 Vested (211) $ 19.82 Adjustments for performance results (2) 82 $ 25.75 Canceled (5) $ 33.21 Outstanding at September 30, 2022 442 $ 29.12 (1) Represents weighted average market value of the performance share units; PSUs are granted at no cost to the recipients. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Income from continuing operations $ 27,474 $ 21,695 $ 116,865 $ 80,524 Denominator: Basic Weighted average common shares outstanding 51,457 52,425 51,827 52,885 Diluted Stock options (1) 434 609 523 692 Restricted stock units and awards (1) 118 155 141 182 Performance share units 205 — 205 — Contingent shares (2) 24 37 24 37 Diluted weighted average common shares outstanding (3) 52,238 53,226 52,720 53,796 Basic earnings per share from continuing operations $ 0.53 $ 0.41 $ 2.25 $ 1.52 Diluted earnings per share from continuing operations $ 0.53 $ 0.41 $ 2.22 $ 1.50 (1) A total of 72 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2022, as their effect would be anti-dilutive. No stock-based awards were exclude from the calculation of diluted earnings per share for the three months ended September 30, 2022, as their effect was dilutive. A total of 44 thousand and 106 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2021, 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 did not include 237 thousand performance share units for both the three and nine months ended September 30, 2022, and the denominator used in calculating diluted earnings per share did not include 447 thousand |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Aggregated Consideration And Purchase Price Allocation | The following table summarizes the consideration and purchase price allocation for the acquisitions completed during the nine months ended September 30, 2022 and 2021, respectively (in thousands): 2022 2021 Common stock issued (number) 42 207 Common stock value $ 1,668 $ 6,940 Cash paid 79,141 66,051 Recorded contingent consideration 74,199 38,148 Total recorded purchase price $ 155,008 $ 111,139 Accounts receivable acquired 20,429 13,125 Fixed assets acquired 1,933 1,473 Identifiable intangible assets acquired 53,400 40,753 Operating lease right-of-use asset acquired 49,291 17,814 Other assets acquired 1,693 1,316 Operating lease liability acquired - current (5,860) (2,785) Other current liabilities acquired (1,594) (5,735) Operating lease liability acquired - non-current (43,431) (15,029) Goodwill 79,147 60,207 Total net assets acquired $ 155,008 $ 111,139 Maximum potential contingent consideration $ 77,075 $ 40,126 |
Segment Allocation | The following table summarizes the goodwill and intangible asset amounts resulting from those acquisitions for the nine months ended September 30, 2022 and 2021, respectively (in thousands): Nine Months Ended September 30, 2022 2021 Financial Services Benefits and Insurance Services Financial Services Benefits and Insurance Services Goodwill $ 79,147 $ — $ 58,409 $ 1,798 Client list 53,400 — 38,580 1,290 Other intangibles — — 837 46 Total $ 132,547 $ — $ 97,826 $ 3,134 |
Contingent Consideration | The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net expense $ 440 $ 846 $ 1,917 $ 1,599 Cash settlement paid $ 4,167 $ — $ 12,289 $ 7,584 Shares issued (number) 26 13 45 66 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Disaggregation of Revenue by Source | The following table disaggregates our revenue by source (in thousands): Three Months Ended September 30, 2022 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 259,998 — — $ 259,998 Core benefits and insurance services — 88,364 — 88,364 Non-core benefits and insurance services — 3,703 — 3,703 Managed networking, hardware services — — 8,514 8,514 National practices consulting — — 2,683 2,683 Total revenue $ 259,998 $ 92,067 $ 11,197 $ 363,262 Three Months Ended September 30, 2021 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 187,232 — — $ 187,232 Core benefits and insurance services — 83,009 — 83,009 Non-core benefits and insurance services — 2,788 — 2,788 Managed networking, hardware services — — 7,088 7,088 National practices consulting — — 2,602 2,602 Total revenue $ 187,232 $ 85,797 $ 9,690 $ 282,719 Nine Months Ended September 30, 2022 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 808,052 — — $ 808,052 Core benefits and insurance services — 264,666 — 264,666 Non-core benefits and insurance services — 11,595 — 11,595 Managed networking, hardware services — — 24,768 24,768 National practices consulting — — 7,855 7,855 Total revenue $ 808,052 $ 276,261 $ 32,623 $ 1,116,936 Nine Months Ended September 30, 2021 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 577,970 — — $ 577,970 Core benefits and insurance services — 246,367 — 246,367 Non-core benefits and insurance services — 9,289 — 9,289 Managed networking, hardware services — — 20,952 20,952 National practices consulting — — 7,519 7,519 Total revenue $ 577,970 $ 255,656 $ 28,471 $ 862,097 |
Summary of Segment Information | Segment information for the three months ended September 30, 2022 and 2021 was as follows (in thousands): Three Months Ended September 30, 2022 Financial Benefits National Corporate Total Revenue $ 259,998 $ 92,067 $ 11,197 $ — $ 363,262 Operating expenses 220,337 73,321 9,743 2,616 306,017 Gross margin 39,661 18,746 1,454 (2,616) 57,245 Corporate general and administrative expenses — — — 15,893 15,893 Operating income (loss) 39,661 18,746 1,454 (18,509) 41,352 Other income (expense): Interest expense — (4) — (2,301) (2,305) Gain on sale of operations, net 176 — — — 176 Other income (expense), net 103 2,402 8 (5,131) (2,618) Total other income (expense), net 279 2,398 8 (7,432) (4,747) Income (loss) from continuing operations before income tax expense $ 39,940 $ 21,144 $ 1,462 $ (25,941) $ 36,605 Three Months Ended September 30, 2021 Financial Benefits National Corporate Total Revenue $ 187,232 $ 85,797 $ 9,690 $ — $ 282,719 Operating expenses 156,178 69,039 8,514 4,597 238,328 Gross margin 31,054 16,758 1,176 (4,597) 44,391 Corporate general and administrative expenses — — — 13,035 13,035 Operating income (loss) 31,054 16,758 1,176 (17,632) 31,356 Other income (expense): Interest expense — — — (1,016) (1,016) Other income (expense), net 18 (9) 1 (1,143) (1,133) Total other income (expense), net 18 (9) 1 (2,159) (2,149) Income (loss) from continuing operations before income tax expense $ 31,072 $ 16,749 $ 1,177 $ (19,791) $ 29,207 Segment information for the nine months ended September 30, 2022 and 2021 was as follows (in thousands): Nine Months Ended September 30, 2022 Financial Benefits National Corporate Total Revenue $ 808,052 $ 276,261 $ 32,623 $ — $ 1,116,936 Operating expenses (income) 639,780 220,998 29,218 (3,944) 886,052 Gross margin 168,272 55,263 3,405 3,944 230,884 Corporate general and administrative expenses — — — 43,128 43,128 Operating income (loss) 168,272 55,263 3,405 (39,184) 187,756 Other income (expense): Interest expense — (5) — (5,204) (5,209) Gain on sale of operations, net 311 — — — 311 Other income (expense), net 274 2,366 9 (27,568) (24,919) Total other income (expense), net 585 2,361 9 (32,772) (29,817) Income (loss) from continuing operations before income tax expense $ 168,857 $ 57,624 $ 3,414 $ (71,956) $ 157,939 Nine Months Ended September 30, 2021 Financial Benefits National Corporate Total Revenue $ 577,970 $ 255,656 $ 28,471 $ — $ 862,097 Operating expenses 448,844 203,748 25,542 21,099 699,233 Gross margin 129,126 51,908 2,929 (21,099) 162,864 Corporate general and administrative expenses — — — 41,334 41,334 Legal settlement, net — — — 30,468 30,468 Operating income (loss) 129,126 51,908 2,929 (92,901) 91,062 Other income (expense): Interest expense — — — (2,852) (2,852) Gain on sale of operations, net — 6,385 — — 6,385 Other income, net 310 863 1 10,855 12,029 Total other income, net 310 7,248 1 8,003 15,562 Income (loss) from continuing operations before income tax expense $ 129,436 $ 59,156 $ 2,930 $ (84,898) $ 106,624 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2022 practice_group | |
Accounting Policies [Abstract] | |
Number of practice groups | 3 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivables Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 252,251 | $ 190,710 | |
Unbilled revenue, at net realizable value | 167,083 | 67,616 | |
Total accounts receivable | 419,334 | 258,326 | |
Allowance for doubtful accounts | (20,364) | (16,158) | $ (14,894) |
Accounts receivable, net | $ 398,970 | $ 242,168 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Changes in the Allowance for Doubtful Accounts on Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ (16,158) | $ (14,894) |
Provision | (9,796) | (9,422) |
Charge-offs, net of recoveries | 5,590 | 8,158 |
Allowance for doubtful accounts | $ (20,364) | $ (16,158) |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Jun. 30, 2022 | Sep. 30, 2022 | May 04, 2022 | May 03, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Outstanding balance under applicable credit facility | $ 271,100,000 | $ 155,300,000 | |||
Outstanding letters of credit | 5,700,000 | 3,400,000 | |||
Other line of credit | |||||
Debt Instrument [Line Items] | |||||
Revolving loan commitment | 20,000,000 | ||||
Outstanding line of credit | 0 | ||||
2022 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving loan commitment | $ 600,000,000 | $ 400,000,000 | |||
Revolving loan, accordion feature | 200,000,000 | ||||
Debt issuance costs | $ 2,100,000 | ||||
Outstanding balance under applicable credit facility | 271,100,000 | ||||
Available funds under credit facility | 310,900,000 | ||||
Outstanding letters of credit | $ 5,700,000 | ||||
2022 Credit Facility | Swing Line Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving loan commitment | $ 50,000,000 | $ 25,000,000 | |||
2018 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Write off of deferred debt issuance cost | $ 41,000 | ||||
Outstanding balance under applicable credit facility | $ 155,300,000 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Summary of Unsecured Credit Facility (Details) - 2018 and 2022 Credit Facilities | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Weighted average rates | 2.29% | 1.89% |
Minimum | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 1.08% | 1.06% |
Maximum | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 4.18% | 3.64% |
Debt and Financing Arrangemen_5
Debt and Financing Arrangements - Summary of Recognized Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total | $ 2,305 | $ 1,016 | $ 5,209 | $ 2,852 |
Credit facilities | ||||
Debt Instrument [Line Items] | ||||
Total | 2,301 | 1,010 | 5,204 | 2,833 |
Other line of credit | ||||
Debt Instrument [Line Items] | ||||
Total | 4 | 0 | 5 | 0 |
Other | ||||
Debt Instrument [Line Items] | ||||
Total | $ 0 | $ 6 | $ 0 | $ 19 |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit and Guarantees (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 5.7 | $ 3.4 |
License bonds outstanding amount | $ 2.3 | $ 2.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Proceedings (Details) - CBIZ Operations and a former employee of CBIZ MMP $ in Millions | Dec. 19, 2016 USD ($) |
Commitments And Contingencies [Line Items] | |
Total transaction price | $ 200 |
Maximum | |
Commitments And Contingencies [Line Items] | |
Damages sought amount | $ 177 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Par value of available-for-sale debt securities | $ 45,300,000 | $ 37,000,000 |
Funds held for clients | $ 125,451,000 | 157,909,000 |
Interest rate swap, August 2027 expiration | Other non-current asset | ||
Debt Securities, Available-for-sale [Line Items] | ||
Term of contract | 5 years | |
Notional amount, asset | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 2.45% | |
Certified Deposits and Other Depository Assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Funds held for clients | $ 1,700,000 | $ 1,100,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Available for Sale [Roll Forward] | ||
Fair value at beginning of period | $ 38,670 | $ 25,708 |
Purchases | 19,771 | 26,980 |
Redemptions | (5,630) | (6,530) |
Maturities | (5,870) | (8,347) |
Change in bond premium | (350) | 1,517 |
Fair market value adjustment | (2,218) | (658) |
Fair value at end of period | $ 44,373 | $ 38,670 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Outstanding Interest Rate Swaps (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Interest rate swap, June 2023 expiration | Other current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 2.571% | |
Fair value, asset | $ 130,000 | |
Interest rate swap, June 2023 expiration | Other non-current liability | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, liability | $ 15,000,000 | |
Interest rate swap, fixed interest rate | 2.64% | |
Fair value, liability | $ (432,000) | |
Interest rate swap, May 2022 expiration | Other current liability | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, liability | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 1.77% | |
Fair value, liability | $ (120,000) | |
Interest rate swap, April 2025 expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 50,000,000 | $ 50,000,000 |
Interest rate swap, fixed interest rate | 0.834% | 0.885% |
Fair value, asset | $ 3,820,000 | $ 405,000 |
Interest rate swap, December 2026 expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 30,000,000 | |
Interest rate swap, fixed interest rate | 1.186% | |
Fair value, asset | $ 3,020,000 | |
Interest rate swap, December 2026 expiration | Other non-current liability | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, liability | $ 30,000,000 | |
Interest rate swap, fixed interest rate | 1.249% | |
Fair value, liability | $ (64,000) | |
Interest rate swap, August 2027 expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 20,000,000 | |
Interest rate swap, fixed interest rate | 2.45% | |
Fair value, asset | $ 1,147,000 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Effects of Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivatives, Fair Value [Line Items] | ||||
Gain Recognized in AOCI, net of tax | $ 2,647 | $ 281 | $ 6,218 | $ 1,359 |
Interest rate swap | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain Recognized in AOCI, net of tax | 2,815 | 66 | 6,009 | 718 |
Gain (Loss) Reclassified from AOCL into Expense | $ 220 | $ (285) | $ (278) | $ (850) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | $ 111,060 | $ 136,321 | |
Available-for-sale debt securities | 44,373 | 38,670 | $ 25,708 |
Deferred compensation plan liabilities | (111,060) | (136,321) | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 111,060 | 136,321 | |
Available-for-sale debt securities | 44,373 | 38,670 | |
Other depository assets | 1,665 | 1,144 | |
Deferred compensation plan liabilities | (111,060) | (136,321) | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 8,117 | (211) | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (141,208) | $ (79,139) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
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 (Details) - Contingent purchase price liabilities - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance – January 1 | $ (79,139) | $ (54,391) |
Additions from business acquisitions | (74,199) | (38,149) |
Settlement of contingent purchase price liabilities | 14,047 | 9,511 |
Change in fair value of contingencies | 461 | (336) |
Change in net present value of contingencies | (2,378) | (1,263) |
Ending balance – September 30 | $ (141,208) | $ (84,628) |
Other Comprehensive Income (Det
Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Net unrealized loss on available-for-sale securities, net of income taxes | $ (457) | $ (116) | $ (1,614) | $ (274) |
Net unrealized gain on interest rate swaps, net of income taxes | 2,647 | 281 | 6,218 | 1,359 |
Foreign currency translation | (11) | (6) | (20) | (14) |
Total other comprehensive income | 2,179 | 159 | 4,584 | 1,071 |
Unrealized loss on available-for-sale securities, income tax expense (benefit) | (171) | (44) | (604) | (103) |
Unrealized gain on interest rate swaps, income tax expense | $ 863 | $ 90 | $ 2,041 | $ 436 |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2019 | |
Performance share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, remaining contractual term | 3 years | |
Performance share units, vesting period | 3 years | |
Achievement of an earnings per share target | 70% | |
Achievement of total growth in revenue | 30% | |
Performance share units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of initial grant | 200% | |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum stock based compensation awards granted under the plan (in shares) | 3.1 |
Employee Stock Plans - Schedule
Employee Stock Plans - Schedule of Stock-Based Compensation Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock options | $ 0 | $ 581 | $ 248 | $ 1,114 |
Restricted stock units and awards | 1,188 | 1,388 | 4,015 | 4,214 |
Performance share units | 4,371 | 936 | 7,724 | 3,031 |
Total stock-based compensation expense | $ 5,559 | $ 2,905 | $ 11,987 | $ 8,359 |
Employee Stock Plans - Schedu_2
Employee Stock Plans - Schedule of Stock Options Award Activity (Details) - $ / shares shares in Thousands | 9 Months Ended |
Sep. 30, 2022 | |
Stock Option Activity | |
Outstanding at beginning of period (in shares) | 1,223 |
Granted (in shares) | 0 |
Exercised or released (in shares) | (541) |
Expired or canceled (in shares) | 0 |
Outstanding at end of period (in shares) | 682 |
Exercisable at end of period (in shares) | 682 |
Stock Option Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period (in dollars per share) | $ 17.71 |
Granted (in dollars per share) | 0 |
Exercised or released (in dollars per share) | 14.78 |
Expired or canceled (in dollars per share) | 0 |
Outstanding at end of period (in dollars per share) | 20.04 |
Exercisable at end of period (in dollars per share) | $ 20.04 |
Employee Stock Plans - Schedu_3
Employee Stock Plans - Schedule of Restricted Stock Units and Awards Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units and Awards Activity | |
Exercisable at end of period (in shares) | shares | 682 |
Restricted Stock Units and Awards Weighted Average Grant Date Fair Value | |
Exercisable at end of period (in dollars per share) | $ / shares | $ 20.04 |
Restricted Stock Units and Awards | |
Restricted Stock Units and Awards Activity | |
Outstanding at beginning of period (in shares) | shares | 389 |
Granted (in shares) | shares | 130 |
Exercised or released (in shares) | shares | (238) |
Expired or canceled (in shares) | shares | (4) |
Outstanding at end of period (in shares) | shares | 277 |
Restricted Stock Units and Awards Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 25.07 |
Granted (in dollars per share) | $ / shares | 38.53 |
Exercised or released (in dollars per share) | $ / shares | 23.47 |
Expired or canceled (in dollars per share) | $ / shares | 34.04 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 32.62 |
Performance share units | |
Restricted Stock Units and Awards Activity | |
Outstanding at beginning of period (in shares) | shares | 473 |
Granted (in shares) | shares | 103 |
Exercised or released (in shares) | shares | (211) |
Expired or canceled (in shares) | shares | (5) |
Outstanding at end of period (in shares) | shares | 442 |
Restricted Stock Units and Awards Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 23.64 |
Granted (in dollars per share) | $ / shares | 38.15 |
Exercised or released (in dollars per share) | $ / shares | 19.82 |
Expired or canceled (in dollars per share) | $ / shares | 33.21 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 29.12 |
Employee Stock Plans - Schedu_4
Employee Stock Plans - Schedule of Performance Share Units Award Activity (Details) - Performance share units shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Performance Share Units Award Activity | |
Outstanding at beginning of period (in shares) | shares | 473 |
Granted (in shares) | shares | 103 |
Vested (in shares) | shares | (211) |
Canceled (in shares) | shares | (5) |
Adjustments for performance results (in shares) | shares | 82 |
Outstanding at end of period (in shares) | shares | 442 |
Performance Share Units Award Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 23.64 |
Granted (in dollars per share) | $ / shares | 38.15 |
Vested (in dollars per share) | $ / shares | 19.82 |
Adjustments for performance results (in dollars per share) | $ / shares | 25.75 |
Canceled (in dollars per share) | $ / shares | 33.21 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 29.12 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Income from continuing operations | $ 27,474 | $ 21,695 | $ 116,865 | $ 80,524 |
Basic | ||||
Weighted average common shares outstanding (in shares) | 51,457,000 | 52,425,000 | 51,827,000 | 52,885,000 |
Diluted | ||||
Stock options (in shares) | 434,000 | 609,000 | 523,000 | 692,000 |
Restricted stock units and awards (in shares) | 118,000 | 155,000 | 141,000 | 182,000 |
Performance share units (in shares) | 205,000 | 0 | 205,000 | 0 |
Contingent shares (in shares) | 24,000 | 37,000 | 24,000 | 37,000 |
Diluted weighted average common shares outstanding (in shares) | 52,238,000 | 53,226,000 | 52,720,000 | 53,796,000 |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.53 | $ 0.41 | $ 2.25 | $ 1.52 |
Diluted earnings per share from continuing operations (in dollars per share) | $ 0.53 | $ 0.41 | $ 2.22 | $ 1.50 |
Share-based payment arrangement | ||||
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 (in shares) | 0 | 44,000 | 72,000 | 106,000 |
Performance share units | ||||
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 (in shares) | 237,000 | 447,000 | 237,000 | 447,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) business | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) business | Sep. 30, 2021 USD ($) business | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Annual revenue | $ 154,500,000 | |||
Transaction and integration related costs | 9,300,000 | |||
Proceeds from sales of divested operations | $ 2,906,000 | $ 9,785,000 | ||
Gain from the sale of its individual wealth management business | $ 0 | $ 0 | ||
Benefits and Insurance Services | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of businesses sold | business | 1 | 1 | 1 | |
Proceeds from sales of divested operations | $ 2,500,000 | $ 2,500,000 | $ 9,700,000 | |
Gain from the sale of its individual wealth management business | $ 2,400,000 | $ 2,400,000 | $ 6,400,000 | |
Client list | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Acquired finite-lived intangible assets, useful life | 10 years | |||
Other intangibles | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Acquired finite-lived intangible assets, useful life | 3 years |
Business Combinations - Aggrega
Business Combinations - Aggregated Consideration And Preliminary Purchase Price Allocation (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Common stock issued (in shares) | 42 | 207 |
Common stock value | $ 1,668 | $ 6,940 |
Cash paid | 79,141 | 66,051 |
Recorded contingent consideration | 74,199 | 38,148 |
Total recorded purchase price | 155,008 | 111,139 |
Accounts receivable acquired | 20,429 | 13,125 |
Fixed assets acquired | 1,933 | 1,473 |
Identifiable intangible assets acquired | 53,400 | 40,753 |
Operating lease right-of-use asset acquired | 49,291 | 17,814 |
Other assets acquired | 1,693 | 1,316 |
Operating lease liability acquired - current | (5,860) | (2,785) |
Other current liabilities acquired | (1,594) | (5,735) |
Operating lease liability acquired - non-current | (43,431) | (15,029) |
Goodwill | 79,147 | 60,207 |
Total net assets acquired | 155,008 | 111,139 |
Maximum potential contingent consideration | $ 77,075 | $ 40,126 |
Business Combinations - Segment
Business Combinations - Segment Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Financial Services | ||
Business Combination Segment Allocation [Line Items] | ||
Goodwill | $ 79,147 | $ 58,409 |
Total | 132,547 | 97,826 |
Financial Services | Client list | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles | 53,400 | 38,580 |
Financial Services | Other intangibles | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles | 0 | 837 |
Benefits and Insurance Services | ||
Business Combination Segment Allocation [Line Items] | ||
Goodwill | 0 | 1,798 |
Total | 0 | 3,134 |
Benefits and Insurance Services | Client list | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles | 0 | 1,290 |
Benefits and Insurance Services | Other intangibles | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles | $ 0 | $ 46 |
Business Combinations - Changes
Business Combinations - Changes in Contingent Purchase Price Consideration (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Net expense | $ 440 | $ 846 | $ 1,917 | $ 1,599 |
Cash settlement paid | $ 4,167 | $ 0 | $ 12,289 | $ 7,584 |
Shares issued (number) | 26 | 13 | 45 | 66 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 363,262 | $ 282,719 | $ 1,116,936 | $ 862,097 |
Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 259,998 | 187,232 | 808,052 | 577,970 |
Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 92,067 | 85,797 | 276,261 | 255,656 |
National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,197 | 9,690 | 32,623 | 28,471 |
Accounting, tax, advisory and consulting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 259,998 | 187,232 | 808,052 | 577,970 |
Accounting, tax, advisory and consulting | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 259,998 | 187,232 | 808,052 | 577,970 |
Accounting, tax, advisory and consulting | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Accounting, tax, advisory and consulting | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Core benefits and insurance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 88,364 | 83,009 | 264,666 | 246,367 |
Core benefits and insurance services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Core benefits and insurance services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 88,364 | 83,009 | 264,666 | 246,367 |
Core benefits and insurance services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Non-core benefits and insurance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,703 | 2,788 | 11,595 | 9,289 |
Non-core benefits and insurance services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Non-core benefits and insurance services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,703 | 2,788 | 11,595 | 9,289 |
Non-core benefits and insurance services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,514 | 7,088 | 24,768 | 20,952 |
Managed networking, hardware services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,514 | 7,088 | 24,768 | 20,952 |
National practices consulting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,683 | 2,602 | 7,855 | 7,519 |
National practices consulting | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
National practices consulting | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
National practices consulting | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,683 | $ 2,602 | $ 7,855 | $ 7,519 |
Segment Disclosures - Summary_2
Segment Disclosures - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 363,262 | $ 282,719 | $ 1,116,936 | $ 862,097 |
Operating expenses (income) | 306,017 | 238,328 | 886,052 | 699,233 |
Gross margin | 57,245 | 44,391 | 230,884 | 162,864 |
Corporate general and administrative expenses | 15,893 | 13,035 | 43,128 | 41,334 |
Legal settlement, net | 0 | 0 | 0 | 30,468 |
Operating income | 41,352 | 31,356 | 187,756 | 91,062 |
Other income (expense): | ||||
Interest expense | (2,305) | (1,016) | (5,209) | (2,852) |
Gain on sale of operations, net | 176 | 0 | 311 | 6,385 |
Other income (expense), net | (2,618) | (1,133) | (24,919) | 12,029 |
Total other (expense) income, net | (4,747) | (2,149) | (29,817) | 15,562 |
Income from continuing operations before income tax expense | 36,605 | 29,207 | 157,939 | 106,624 |
Financial Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 259,998 | 187,232 | 808,052 | 577,970 |
Benefits and Insurance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 92,067 | 85,797 | 276,261 | 255,656 |
National Practices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,197 | 9,690 | 32,623 | 28,471 |
Operating segments | Financial Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 259,998 | 187,232 | 808,052 | 577,970 |
Operating expenses (income) | 220,337 | 156,178 | 639,780 | 448,844 |
Gross margin | 39,661 | 31,054 | 168,272 | 129,126 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Legal settlement, net | 0 | |||
Operating income | 39,661 | 31,054 | 168,272 | 129,126 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Gain on sale of operations, net | 176 | 311 | 0 | |
Other income (expense), net | 103 | 18 | 274 | 310 |
Total other (expense) income, net | 279 | 18 | 585 | 310 |
Income from continuing operations before income tax expense | 39,940 | 31,072 | 168,857 | 129,436 |
Operating segments | Benefits and Insurance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 92,067 | 85,797 | 276,261 | 255,656 |
Operating expenses (income) | 73,321 | 69,039 | 220,998 | 203,748 |
Gross margin | 18,746 | 16,758 | 55,263 | 51,908 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Legal settlement, net | 0 | |||
Operating income | 18,746 | 16,758 | 55,263 | 51,908 |
Other income (expense): | ||||
Interest expense | (4) | 0 | (5) | 0 |
Gain on sale of operations, net | 0 | 0 | 6,385 | |
Other income (expense), net | 2,402 | (9) | 2,366 | 863 |
Total other (expense) income, net | 2,398 | (9) | 2,361 | 7,248 |
Income from continuing operations before income tax expense | 21,144 | 16,749 | 57,624 | 59,156 |
Operating segments | National Practices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,197 | 9,690 | 32,623 | 28,471 |
Operating expenses (income) | 9,743 | 8,514 | 29,218 | 25,542 |
Gross margin | 1,454 | 1,176 | 3,405 | 2,929 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Legal settlement, net | 0 | |||
Operating income | 1,454 | 1,176 | 3,405 | 2,929 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Gain on sale of operations, net | 0 | 0 | 0 | |
Other income (expense), net | 8 | 1 | 9 | 1 |
Total other (expense) income, net | 8 | 1 | 9 | 1 |
Income from continuing operations before income tax expense | 1,462 | 1,177 | 3,414 | 2,930 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating expenses (income) | 2,616 | 4,597 | (3,944) | 21,099 |
Gross margin | (2,616) | (4,597) | 3,944 | (21,099) |
Corporate general and administrative expenses | 15,893 | 13,035 | 43,128 | 41,334 |
Legal settlement, net | 30,468 | |||
Operating income | (18,509) | (17,632) | (39,184) | (92,901) |
Other income (expense): | ||||
Interest expense | (2,301) | (1,016) | (5,204) | (2,852) |
Gain on sale of operations, net | 0 | 0 | 0 | |
Other income (expense), net | (5,131) | (1,143) | (27,568) | 10,855 |
Total other (expense) income, net | (7,432) | (2,159) | (32,772) | 8,003 |
Income from continuing operations before income tax expense | $ (25,941) | $ (19,791) | $ (71,956) | $ (84,898) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Share repurchases, value | $ 32,422 | $ 21,445 | $ 67,976 | $ 84,883 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Share repurchases (in shares) | 0.4 | ||||
Share repurchases, value | $ 18,000 |