XML 30 R19.htm IDEA: XBRL DOCUMENT
v3.19.2

Acquisitions | 6 Months Ended
--- | ---
Jun. 30, 2019
Business Combinations [Abstract] |
Acquisitions | Note 14. Acquisitions Our acquisition strategy focuses on businesses with a leadership team that is committed to best in class culture, extraordinary client service and cross-serving potential. CBIZ has a long history of acquiring businesses that share common cultural values with us and provide value-added services to the small and midsize business market. The valuation of any business is a subjective process and includes industry, geography, profit margins, expected cash flows, client retention, nature of recurring or non-recurring project-based work, growth rate assumptions and competitive market conditions. Business Acquisitions in 2019 Effective January 1, 2019, we acquired substantially all of the assets of Wenner Group, LLC (“Wenner”), located in Denver, Colorado. Wenner is a full service accounting, tax, compliance and financial consulting firm. Operating results are reported in the Financial Services practice group. Consideration for this acquisition consisted of approximately $1.3 million in cash consideration and $1.8 million in contingent consideration. Under the terms of the acquisition agreement, a portion of the purchase price is contingent on future performance of the business acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $1.8 million, of which $0.6 million was recorded in “Contingent purchase price liability – current” and $1.2 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at June 30, 2019. Refer to Note 10. Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue attributable to Wenner is estimated to be approximately $2.4 million. Pro forma results of operations for this acquisition has not been presented because the effects of the acquisition was not significant to our “Income from continuing operations before income taxes.” Business Acquisitions in 2018 During the first half of 2018, we acquired substantially all of the assets of two businesses; InR Advisory Services, LLC (“InR”), effective April 1, 2018, and Laurus Transaction Advisors, LLC (“Laurus”), effective February 1, 2018. InR, located in Media, Pennsylvania, provides investment advisory services for public and private sector clients and non-profit organizations. Operating results of InR are reported in the Benefits and Insurance Services practice group. Laurus, located in Denver, Colorado, provides financial and accounting due diligence and advisory services with respect to mergers and acquisition transactions to private equity groups and public and private sector companies. Operating results for Laurus are reported in the Financial Services practice group. Aggregate consideration for the InR and Laurus acquisitions consisted of approximately $23.4 million in cash consideration, $0.9 million in CBIZ common stock and $12.4 million in contingent consideration. Under the terms of these acquisition agreements, a portion of the purchase price is contingent on future performance of the business acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangements is $12.4 million, of which $3.4 million was recorded in “Contingent purchase price liability – current” and $9 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at June 30, 2018. Refer to Note 10. Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized revenue for these acquisitions is estimated to be approximately $9.1 million. Pro forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were not significant to our “Income from continuing operations before income taxes.” The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions for the six months ended June 30, 2019 and 2018 (in thousands):
|  | Six Months Ended |
|  | June 30, |
|  | 2019 |  |  | 2018 |
Cash |  | $ | — |  |  | $ | 306 |
Accounts receivable, net |  |  | 550 |  |  |  | 1,920 |
Other assets |  |  | 5 |  |  |  | 12 |
Identifiable intangible assets |  |  | 654 |  |  |  | 3,864 |
Current liabilities |  |  | (288 | ) |  |  | (1,717 | )
Total identifiable net assets |  | $ | 921 |  |  | $ | 4,385 |
Goodwill |  |  | 2,165 |  |  |  | 32,255 |
Aggregate purchase price |  | $ | 3,086 |  |  | $ | 36,640 |
The goodwill of $2.2 million and $32.3 million arising from the acquisitions in the first half of 2019 and 2018, respectively, primarily results from expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position. All of the goodwill is deductible for income tax purposes. Acquisitions of Client Lists Except for client lists acquired through business acquisitions, we did not purchase any client lists during the six months ended June 30, 2019 and 2018, respectively. Change in Contingent Purchase Price Liability for Previous Acquisitions During the first half of 2019 and 2018, the fair value of the contingent purchase price liability related to prior acquisitions decreased by $0.2 million and increased by $3.1 million, respectively. The change in fair value during the first half of 2019 is mostly attributable to subsequent measurement adjustments based on projected future results of the acquired businesses, net present value adjustments and changes in stock price, while the change in fair value for the first half of 2018 is mostly attributable to the change in stock price related to the mark-to-market adjustment of future common stock issuances. These adjustments are included in “Other income (expense), net” in the accompanying Consolidated Statements of Comprehensive Income. Contingent Payments for Previous Business Acquisitions and Client Lists We paid $11.3 million in cash and issued approximately 98,000 shares of our common stock during the six months ended June 30, 2019 for previous acquisitions. For the same period in 2018, we paid $4.1 million in cash and issued approximately 56,000 shares of our common stock for previous acquisitions. For the first half of 2019 and 2018, we paid approximately $0.4 million and $0.5 million in cash for previous client list purchases.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration