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Goodwill and Other Intangible Assets, Net
12 Months Ended
Dec. 31, 2012
Goodwill and Other Intangible Assets, Net [Abstract]  
Goodwill and Other Intangible Assets, Net
4. Goodwill and Other Intangible Assets, Net

The components of goodwill and other intangible assets, net at December 31, 2012 and 2011 were as follows (in thousands):

 

                 
    2012     2011  

Goodwill

  $ 440,709     $ 377,281  

Intangibles:

               

Client lists

    168,699       128,537  

Other intangibles

    9,644       9,826  
   

 

 

   

 

 

 

Total intangibles

    178,343       138,363  
   

 

 

   

 

 

 

Total goodwill and other intangibles assets

    619,052       515,644  

Accumulated amortization:

               

Client lists

    (62,115     (50,969

Other intangibles

    (5,718     (6,335
   

 

 

   

 

 

 

Total accumulated amortization

    (67,833     (57,304
   

 

 

   

 

 

 

Goodwill and other intangible assets, net

  $ 551,219     $ 458,340  
   

 

 

   

 

 

 

Goodwill

Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2012 and 2011 were as follows (in thousands):

 

                                         
    Financial
Services
    Employee
Services
    Medical
Management
Professionals
    National
Practices
    Total
Goodwill
 

December 31, 2010

  $ 203,441     $ 79,132     $ 59,847     $ 1,666     $ 344,086  

Additions

    30,002       5,645                   35,647  

Divestitures

    (280     (2,172                 (2,452
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2011

  $ 233,163     $ 82,605     $ 59,847     $ 1,666     $ 377,281  

Additions

    26,620       32,493       4,315             63,428  

Divestitures

                             
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2012

  $ 259,783     $ 115,098     $ 64,162     $ 1,666     $ 440,709  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Businesses acquired during 2012 resulted in additions to goodwill of approximately $62.9 million, of which $26.1 million was recorded in the Financial Services practice group, $32.5 million was recorded in the Employee Services practice group and $4.3 million was recorded in the Medical Management Professionals practice group. Businesses acquired during 2011 resulted in additions to goodwill of approximately $16.9 million, of which $11.2 million was recorded in the Financial Services practice group and $5.7 million was recorded in the Employee Services practice group. The remaining increases in goodwill during 2012 and 2011 were a result of contingent purchase price earned by businesses acquired in prior years. Refer to Note 19 for further discussion of acquisition activities. Businesses divested during the year ended December 31, 2011 resulted in decreases to goodwill of $2.5 million. The divestiture of the Company’s individual wealth management business, which was recorded in the Employee Services practice group, resulted in a $2.2 million decrease in goodwill, and the divestiture of a business previously reported in the Financial Services practice group resulted in a $0.3 million decrease in goodwill. No businesses were divested in 2012.

 

Goodwill Impairment

During the fourth quarter of 2012, CBIZ performed its goodwill impairment testing utilizing a qualitative assessment for each of its reporting units that carried a goodwill balance. The qualitative assessment included an in-depth analysis of many factors, including general economic conditions, industry and market conditions, a broad scope of financial factors, the Company’s weighted average cost of capital, changes in management and key personnel, the Company’s price of its common stock, as well as other drivers of a fair value analysis. As a result of the Company’s qualitative assessment, it was concluded that it was more-likely-than-not that the fair value of each of its reporting units was greater than its carrying value.

Client Lists and Other Intangibles

At December 31, 2012, the weighted average amortization period remaining for total intangible assets was 8.4 years. Client lists are amortized over their expected periods of benefit and had a weighted-average amortization period of 8.6 years remaining at December 31, 2012. Other intangibles, which consist primarily of non-compete agreements and trade-names, are amortized over periods ranging from two to ten years, and had a weighted-average amortization period of 4.0 years remaining at December 31, 2012. Amortization expense related to client lists and other intangible assets for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):

 

                         
    2012     2011     2010  

Operating expenses

  $ 15,242     $ 13,750     $ 13,016  

Corporate general and administrative expenses

    16       17       16  
   

 

 

   

 

 

   

 

 

 

Total amortization expense

  $ 15,258     $ 13,767     $ 13,032  
   

 

 

   

 

 

   

 

 

 

Amortization expense for existing client lists and other intangible assets for each of the next five years ending December 31 is estimated to be (in thousands):

 

         

2013

  $ 17,122  
   

 

 

 

2014

  $ 16,569  
   

 

 

 

2015

  $ 15,219  
   

 

 

 

2016

  $ 13,337  
   

 

 

 

2017

  $ 12,309  
   

 

 

 

Future amortization expense excludes the impact of events that may occur subsequent to December 31, 2012, including acquisitions and divestitures.