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Business Combinations | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [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, 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 Bernston 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. ◦Effective December 1, 2021, we acquired substantially all the assets of Kenneth Weiss & Company, P.C. dba Weiss & Company (“Weiss”). Weiss, based in San Diego, California, is a provider of tax compliance and consulting services to family groups and individuals. Operating results are reported in the Financial Services practice group. Annualized aggregated revenue for these acquisitions is estimated to be approximately $74.4 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.” During the year ended December 31, 2020, we acquired substantially all of the assets of the following businesses. •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. 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.” We anticipate completion of the purchase accounting for certain 2021 acquisitions by June 30, 2022, and, as such, provisional amounts of certain assets acquired, liabilities assumed, and purchase price are reported as of December 31, 2021. Adjustments made in 2021 related to 2020 acquisitions were immaterial. The following table summarizes the aggregated consideration and preliminary purchase price allocation for the acquisitions completed during the year ended December 31, 2021 and 2020, respectively (in thousands):
| 2021 |  | 2020
Common stock issued (number) | 207 |  |  | 339 |
Common stock value | $ | 6,940 |  |  | $ | 8,698 |
Cash paid | 66,651 |  |  | 73,372 |
Other payable | — |  |  | 59 |
Recorded contingent consideration | 39,665 |  |  | 38,901 |
Total recorded purchase price | $ | 113,256 |  |  | $ | 121,030 |
Accounts receivable acquired, net | $ | 9,838 |  |  | $ | 5,381 |
Fixed assets acquired | 1,473 |  |  | — |
Identifiable intangible assets acquired | 42,422 |  |  | 20,703 |
Operating lease right-of-use asset acquired, net | 19,153 |  |  | 2,746 |
Other assets acquired, net | 848 |  |  | 967 |
Operating lease liability acquired - current | (3,020) |  |  | (793) |
Other current liabilities acquired | (1,771) |  |  | (3,460) |
Operating lease liability acquired - noncurrent | (16,133) |  |  | (1,953) |
Goodwill | 60,446 |  |  | 97,439 |
Total net assets acquired | $ | 113,256 |  |  | $ | 121,030 |
Maximum potential contingent consideration | $ | 41,720 |  |  | $ | 43,052 |
Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. Fair value estimates were provisional for some of the 2021 acquisitions as of December 31, 2021, primarily related to the value established for certain identifiable intangible assets and contingent purchase price consideration associated with those acquisitions. The following table summarizes the aggregated goodwill and intangible asset amounts resulting from those acquisitions for the twelve months ended December 31, 2021 and 2020, respectively (in thousands):
| Twelve Months Ended December 31,
| 2021 |  | 2020
| Financial Services |  | Benefits & Insurance |  | Financial Services |  | Benefits & Insurance
Goodwill | $ | 58,646 |  |  | $ | 1,800 |  |  | $ | 34,785 |  |  | $ | 62,654 |
Client list | 40,950 |  |  | 1,290 |  |  | — |  |  | 19,350 |
Other intangibles | 136 |  |  | 46 |  |  | 485 |  |  | 868 |
Total | $ | 99,732 |  |  | $ | 3,136 |  |  | $ | 35,270 |  |  | $ | 82,872 |
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. Client lists generally have an expected life of 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 during the year ended December 31, 2021 and 2020, respectively (in thousands):
| 2021 |  | 2020
Net expense (income) | 2,367 |  |  | (629) |
Cash settlement paid | 13,785 |  |  | 12,461 |
Shares issued (number) | 109 |  |  | 91 |
Divestitures Divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “(Loss) gain on sale of operations, net” in the accompanying Consolidated Statements of Comprehensive Income. In 2021, we sold one business for $9.7 million in the Benefit and Insurance practice group and recorded a gain of $6.3 million. In 2020, we sold a small book of business in the Benefit and Insurance practice group and two small accounting firms in the Financial Services practice group and recorded a loss of $0.5 million.

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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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