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Business Combinations | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Business Combinations | BUSINESS COMBINATIONS Our acquisition strategy focuses on businesses with a leadership team that is committed to best in class culture, extraordinary client service and cross-serving potential. CBIZ has a long history of acquiring businesses that share common cultural values with us and provide value-added services to the small and midsize business market. The valuation of any business is a subjective process and includes industry, geography, profit margins, expected cash flows, client retention, nature of recurring or non-recurring project-based work, growth rate assumptions and competitive market conditions. During the year ended December 31, 2020, we completed the following acquisitions: •Effective February 1, 2020, we acquired substantially all the assets of Alliance Insurance Services, Inc. ("Alliance"), a provider of insurance and advisory services based in Washington DC. Alliance is included as a component of our Benefits and Insurance Services practice group. •Effective February 1, 2020, we acquired substantially all the assets of Pension Dynamics, LLC ("PD"), a full service retirement and benefits plan advisor based in Pleasant Hill, California. PD is included as a component of our Benefits and Insurance Services practice group. •Effective February 1, 2020, we acquired substantially all the assets of Sunshine Systems, Inc. ("Sunshine"), a payroll solutions provider based in Massachusetts.Sunshine is included as a component of our Benefits and Insurance Services practice group. •Effective July 1, 2020, we acquired substantially all the assets of Prince-Wood Insurance, L.L.C. ("PWI"), a provider of financial insurance and advisory services based in Woodbridge, Virginia. PWI is included as a component of our Benefits and Insurance practice group. •Effective September 1, 2020, we acquired substantially all the assets of ARC Consulting LLC and ARC Placement Group LLC (collectively "ARC"), a provider of financial, insurance and advisory services based in San Francisco, California. ARC is included as a component of our Financial Services practice group. •Effective December 1, 2020, we acquired substantially all the assets of BeyondPay, Inc., a full service human capital management and payroll service provider based in Clinton, New Jersey. BeyondPay is included as a component of our Benefits and Insurance practice group. •Effective December 31, 2020, we acquired substantially all the assets of Borden Perlman Insurance Agency, Inc. ("BP"), a leading provider of financial, insurance and advisory services located in Ewing, New Jersey. BP is included as a component of our Benefits and Insurance practice group. Aggregated consideration for these seven acquisitions consisted of approximately $73.4 million in cash (including $1.7 million acquired client funds and $0.5 million cash acquired), $8.7 million in our common stock, and $38.9 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangement is $43.0 million. As of December 31, 2020, the aggregated fair value of the contingent consideration related to these acquisitions was $38.0 million, of which $10.9 million was recorded in “Contingent purchase price liability – current” and $27.1 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets. Refer to Note 7, Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized aggregated revenue for these acquisitions is estimated to be approximately $45.2 million. Pro forma results of operations for these acquisitions are not presented because the effects of these acquisitions were not significant either individually or in aggregate to our consolidated “Income from continuing operations before income taxes.” During the year ended December 31, 2019, we acquired substantially all of the assets of the following businesses. •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. Wenner is included as a component of our Financial Services practice group. •Effective July 1, 2019, we acquired substantially all of the assets of Paydayta, Inc. (d.b.a. Paytime) (“Paytime”), an Ohio-based payroll service provider. Paytime is included as a component of our Benefit and Insurance Services practice group. •Effective July 1, 2019, we acquired substantially all of the assets of Gavion, LLC (“Gavion”), a registered investment advisor based in Memphis, Tennessee. Gavion provides investment consulting services to a diverse base of institutional clients. Gavion is included as a component of our Benefit and Insurance Services practice group. •Effective August 1, 2019, we acquired substantially all of the assets of QBA Benefits, LLC. (“QBA”), an employee benefits agency based in Cleveland, Ohio. QBA provides employee benefits related services to small and mid-sized clients across multiple industries such as services, technology, energy, and manufacturing. QBA is included as a component of our Benefit and Insurance Services practice group. •Effective August 1, 2019, we acquired substantially all of the assets of Ericson CPAs (“Ericson”), an accounting firm based in San Luis Obispo, California. Ericson provides tax compliance, consulting, and planning services to a diverse base of clients. Ericson is included as a component of our Financial Services practice group. •Effective September 1, 2019, we acquired substantially all of the assets of Brinig Taylor Zimmer, Inc. (“BTZ”), a specialized financial consulting firm based in San Diego, California. BTZ provides forensic accounting, litigation consulting and business valuation services to a wide range of clients from individual to small business and large public traded entities. BTZ is included as a component of our Financial Services practice group. Aggregated consideration for these six acquisitions consisted of approximately $19.4 million in cash (including $6.9 million acquired client funds and $0.8 million cash acquired), $2.0 million in our common stock, and $11.2 million in contingent consideration. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent arrangement is $11.5 million . As of December 31, 2019, the aggregated fair value of the contingent consideration related to these acquisitions was $10.3 million, of which $2.8 million was recorded in “Contingent purchase price liability – current” and $7.5 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets. Refer to Note 7. Fair Value Measurements, for additional information regarding contingent purchase price liability fair value and fair value adjustments. Annualized aggregated revenue for these acquisitions is estimated to be approximately $17.4 million. Pro forma results of operations for these acquisitions are not presented because the effects of these acquisitions were not significant either individually or in aggregate to our consolidated “Income from continuing operations before income taxes.” We anticipate completion of the purchase accounting for certain 2020 acquisitions by June 30, 2021, and, as such, provisional amounts of certain assets acquired, liabilities assumed, and purchase price are reported as of December 31, 2020. The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the acquisitions in 2020 and 2019 (in thousands):
| 2020 |  | 2019
Cash | $ | 536 |  |  | $ | 826 |
Accounts receivable, net | 5,381 |  |  | 1,843 |
Funds held for clients | 1,716 |  |  | 6,878 |
Operating lease right-of-use asset, net | 2,746 |  |  | 2,789 |
Other assets | 431 |  |  | 99 |
Identifiable intangible assets | 20,703 |  |  | 7,725 |
Operating lease liability - current | (793) |  |  | (1,013) |
Other current liabilities | (3,460) |  |  | (2,245) |
Operating lease liability - noncurrent | (1,953) |  |  | (1,776) |
Client fund obligations | (1,716) |  |  | (6,878) |
Total identifiable net assets | 23,591 |  |  | 8,248 |
Goodwill | 97,439 |  |  | 24,369 |
Aggregate purchase price | $ | 121,030 |  |  | $ | 32,617 |
The goodwill of $97.4 million and $24.4 million arising from the acquisitions in 2020 and 2019, respectively, primarily resulted from expected future cash flows as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with our Financial Services group and the Benefit and Insurance Services 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 In 2020, we purchased three client lists reported in the Benefits and Insurance Services practice group and one client list reported in the Financial Services practice group. Total consideration for these client lists was $0.6 million, of which $0.4 million was contingent. In 2019, we purchased one client list, which was recorded in the Benefits and Insurance Services practice group. Total consideration for this client list was $0.3 million in cash paid at closing and an additional $0.2 million in contingent consideration. Change in Contingent Purchase Price Liability for Previous Acquisitions We are required to evaluate in subsequent reporting periods the fair value of contingent consideration related to previous acquisitions. We decreased the fair value of the contingent purchase price liability related to prior acquisitions in 2020 by $0.6 million due to expected results of acquired businesses and the revaluation of stock related to contingent payments. We increased the fair value of the contingent purchase price liability related to prior acquisitions in 2019 by $1.6 million, due to expected results of acquired businesses and the revaluation of stock related to contingent payments. The changes are included in "Other income (expense), net" in the accompanying Consolidated Statements of Comprehensive Income. For further discussion on contingent purchase price liabilities, refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements. Contingent Payments for Previous Business Acquisitions and Client Lists Under the terms of the acquisition agreements, we pay cash consideration and issue shares of our common stock as contingent earnout for previous acquisitions. In the years ended December 31, 2020 and 2019, we paid cash of $12.5 million and $16.9 million respectively, and issued shares of our common stock of approximately 0.1 million shares in each year. In the years ended December 31, 2020 and 2019, we paid $0.4 million and $0.9 million, respectively, in cash for previous client list purchases.

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- 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
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