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Discontinued Operations and Divestitures | 12 Months Ended
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Dec. 31, 2013
Discontinued Operations And Disposal Groups [Abstract] |
Discontinued Operations and Divestitures | 20. Discontinued Operations and Divestitures CBIZ will divest (through sale or closure) business operations that do not contribute to the Company’s long-term objectives for growth, or that are not complementary to its target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria as provided in FASB ASC 205 “Presentation of Financial Statements — Discontinued Operations — Other Presentation Matters”. Discontinued Operations During the year ended December 31, 2013, CBIZ sold all of the issued and outstanding capital stock of CBIZ Medical Management Professionals, Inc. and CBIZ Medical Management, Inc. and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ’s MMP’s ongoing operations and business for a purchase price of $201.6 million, subject to final working capital adjustments pursuant to a Stock Purchase Agreement among CBIZ Operations, Inc. and Zotec Partners, LLC dated July 26, 2013. Certain adjustments were determined to be necessary to reflect the operating results and financial position of MMP as discontinued operations. These adjustments include an allocation for interest expense and tax expense, as well as an allocation of deferred tax accounts that specifically relate to MMP. The interest charges were based on the assumption that $40.0 million of the credit facility debt was related to MMP, thus the interest related to the $40.0 million was charged to MMP at the respective annual rate of interest for the credit facility. Tax expense was allocated to MMP at its respective individual tax rate. The assets and liabilities of MMP have been consolidated and are included in “Assets of discontinued operations” and “Liabilities of discontinued operations” on the consolidated balance sheets as of December 31, 2012. The results of operations for MMP for the years ended December 31, 2013, 2012 and 2011 are included in “Income for discontinued operations, net of tax,” and the gain on the sale of MMP is recorded in “Gain on sale of discontinued operations, net of tax” on the consolidated statements of comprehensive income. In addition, during the fourth quarter of 2013, CBIZ made the decision to divest the operations of its property tax business located in Leawood, Kansas, as a result of declining growth and profitability. This business is being held for sale at December 31, 2013, with the results of operations being included in “Income for discontinued operations, net of tax” on the consolidated statements of comprehensive income. This business was previously reported in the Financial Services practice group. During the year ended December 31, 2012, CBIZ did not sell any operations. Gains recorded for the year ended December 31, 2012 related to contingent proceeds of $0.1 million for a National Practices operation that was sold during 2010. During the year ended December 31, 2011, CBIZ sold a business from the Financial Services practice group and will receive contingent proceeds from this sale transaction based on revenue over the three-year period ending December 31, 2014. As part of the sale of this business, CBIZ reduced its goodwill balance by approximately $0.3 million. Revenue and results from operations of discontinued operations for the years ended December 31, 2013, 2012 and 2011 are separately reported as “Income from operations of discontinued operations, net of tax” in the consolidated statements of comprehensive income and were as follows (in thousands):
|  | 2013 |  |  | 2012 |  |  | 2011 |
Revenue |  | $ | 92,007 |  |  | $ | 139,574 |  |  | $ | 143,478 |
Income from operations of discontinued operations before income tax expense |  | $ | 5,131 |  |  | $ | 13,548 |  |  | $ | 14,727 |
Income tax expense |  |  | 2,593 |  |  |  | 5,244 |  |  |  | 5,873 |
Income from operations of discontinued operations operations, net of tax |  | $ | 2,538 |  |  | $ | 8,304 |  |  | $ | 8,854 |
Gains or losses from the sale of discontinued operations are recorded as “Gain on disposal of discontinued operations, net of tax”, in the accompanying consolidated statements of comprehensive income. Additionally, proceeds that are contingent upon a divested operation’s actual future performance are recorded as gain on sale of discontinued operations in the period they are earned. Gains on disposals of discontinued operations for the years ended December 31, 2013, 2012 and 2011 were as follows (in thousands):
|  | 2013 |  |  | 2012 |  |  | 2011 |
Gain on disposal of discontinued operations, before income tax expense |  | $ | 107,533 |  |  | $ | 142 |  |  | $ | 207 |
Income tax expense |  |  | 49,197 |  |  |  | 52 |  |  |  | 193 |
Gain on disposal of discontinued operations, net of tax |  | $ | 58,336 |  |  | $ | 90 |  |  | $ | 14 |
At December 31, 2013 and 2012, the assets and liabilities of businesses classified as discontinued operations are reported separately in the accompanying consolidated financial statements and consisted of the following (in thousands):
|  | 2013 |  |  | 2012 |
Assets: |  |  |  |  |  |  |  |
Accounts receivable, net |  | $ | 1,068 |  |  | $ | 19,751 |
Goodwill and other intangible assets, net |  |  | 0 |  |  |  | 80,222 |
Property and equipment, net |  |  | 0 |  |  |  | 2,609 |
Other assets |  |  | 24 |  |  |  | 2,544 |
Assets of discontinued operations |  | $ | 1,092 |  |  | $ | 105,126 |
Liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 72 |  |  | $ | 4,099 |
Accrued personnel |  |  | 161 |  |  |  | 4,256 |
Accrued expenses |  |  | 139 |  |  |  | 2,296 |
Other liabilities |  |  | (2 | ) |  |  | 3,530 |
Liabilities of discontinued operations |  | $ | 370 |  |  | $ | 14,181 |
Divestitures Gains or losses from divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “Gain on sale of operations, net” in the consolidated statements of comprehensive income. On December 31, 2013, CBIZ sold its mergers and acquisition business. No gain or loss was recorded as a result of the sale. Gains totaling $0.1 million, $2.8 million and $2.9 million the years ended December 31, 2013, 2012 and 2011, respectively, were recorded and relate to sales made in the respective period, contingent consideration earned on sales made in previous periods, and deferred gains that are recognized as cash payments are received. CBIZ received cash proceeds for divestiture activity totaling $0.1 million, $1.4 million and $0.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. As a result of the sale of CBIZ’s individual wealth management business on January 1, 2011, goodwill was reduced by $2.2 million.

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- Definition The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760 + Details
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