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Borrowing Arrangements | 9 Months Ended
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Sep. 30, 2014
Debt Disclosure [Abstract] |
Borrowing Arrangements | 5. Borrowing Arrangements CBIZ had two primary debt arrangements at September 30, 2014 that provided the Company with the capital necessary to meet its working capital needs as well as the flexibility to continue with its strategic initiatives, including business acquisitions and share repurchases: the 4.875% Convertible Senior Subordinated Notes (“2010 Notes”) in an aggregate outstanding principal amount of $97.7 million and a $400.0 million unsecured credit facility. In addition to the discussion below, refer to the Annual Report on Form 10-K for the year ended December 31, 2013 for additional details of CBIZ’s borrowing arrangements. 2010 Convertible Senior Subordinated Notes On September 27, 2010, CBIZ issued $130.0 million of 2010 Notes to qualified institutional buyers. The 2010 Notes are direct, unsecured, senior subordinated obligations of CBIZ. The 2010 Notes bear interest at a rate of 4.875% per annum, payable in cash semi-annually in arrears on April 1 and October 1. The 2010 Notes mature on October 1, 2015 unless earlier redeemed, repurchased or converted. The holders of the 2010 Notes may convert their 2010 Notes beginning July 1, 2015, or earlier, if the market price per share of CBIZ common stock exceeds 135% of the initial conversion price of $7.41 for at least 20 days during the period of 30 consecutive trading days ending on the final trading day of the preceding quarter. During the three months ended September 30, 2014, the Company paid cash consideration and issued 1.5 million shares of CBIZ common stock in exchange for retiring $32.4 million of its outstanding $130.0 million 2010 Notes in privately negotiated transactions. Notes repurchased are deemed to be extinguished. CBIZ separately accounts for the debt and equity components of the 2010 Notes. The carrying amount of the debt and equity components at September 30, 2014 and December 31, 2013 were as follows (in thousands):
|  | September 30, |  |  | December 31, |
|  | 2014 |  |  | 2013 |
Principal amount of notes |  | $ | 97,650 |  |  | $ | 130,000 |
Unamortized discount |  |  | (2,426 | ) |  |  | (5,494 | )
Net carrying amount |  | $ | 95,224 |  |  | $ | 124,506 |
Additional paid-in-capital, net of tax |  | $ | 8,555 |  |  | $ | 8,555 |
The discount is being amortized at an annual effective rate of 7.5% over the term of the 2010 Notes, which is five years from the date of issuance. At September 30, 2014, the unamortized discount had a remaining amortization period of 12 months. 2006 Convertible Senior Subordinated Notes At September 30, 2014, CBIZ had $750,000 aggregate principal amount outstanding of its 3.125% Convertible Senior Subordinated Notes that were issued in 2006 (“2006 Notes”). These 2006 Notes are direct, unsecured, senior subordinated obligations of CBIZ. The 2006 Notes bear interest at a rate of 3.125% per annum, payable in cash semi-annually in arrears on each June 1 and December 1. The 2006 Notes mature on June 1, 2026 unless earlier redeemed, repurchased or converted. During the three and nine months ended September 30, 2014 and 2013, CBIZ recognized interest expense on the 2010 Notes and 2006 Notes as follows (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2014 |  |  | 2013 |  |  | 2014 |  |  | 2013 |
Contractual coupon interest |  | $ | 1,343 |  |  | $ | 1,590 |  |  | $ | 4,524 |  |  | $ | 4,771 |
Amortization of discount |  |  | 633 |  |  |  | 710 |  |  |  | 2,133 |  |  |  | 2,104 |
Amortization of deferred financing costs |  |  | 149 |  |  |  | 180 |  |  |  | 509 |  |  |  | 540 |
Total interest expense |  | $ | 2,125 |  |  | $ | 2,480 |  |  | $ | 7,166 |  |  | $ | 7,415 |
Bank Debt During the three months ended September 30, 2014, CBIZ replaced its $275.0 million unsecured credit facility with a $400.0 million unsecured credit facility with Bank of America as agent for a group of eight participating banks (the “credit facility”). The balance outstanding under the applicable credit facility was $108.0 million and $48.5 million at September 30, 2014 and December 31, 2013, respectively. Rates for the nine months ended September 30, 2014 and 2013 were as follows:
|  | Nine Months Ended September 30,
|  | 2014 |  | 2013
Weighted average rates |  | 2.55% |  | 2.96%
Range of effective rates |  | 1.87% - 3.25% |  | 2.40% - 3.91%
CBIZ had approximately $172.6 million of available funds under the credit facility at September 30, 2014, net of outstanding letters of credit and performance guarantees of $4.4 million. The credit facility provides CBIZ operating flexibility and funding to support seasonal working capital needs and other strategic initiatives such as acquisitions and share repurchases. The maturity date of the credit facility is in July 2019. CBIZ is in compliance with its debt covenants at September 30, 2014.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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