To ensure this doesn’t happen in the future, please enable Javascript and cookies in your browser.If you have an ad-blocker enabled you may be blocked from proceeding. Please disable your ad-blocker and refresh. ...

CBIZ (CBZ) came out with quarterly earnings of $1.01 per share, beating the Zacks Consensus Estimate of $0.94 per share. This compares to earnings of $0.84 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of +7.45%. A quarter ago, it was expected that this provider of outsourced business services would post earnings of $0.84 per share when it actually produced earnings of $0.95, delivering a surprise of +13.1%.Over the last four q ...

Financial Data and Key Metrics Changes - For Q3 2025, consolidated revenue was $694 million, representing a 58% increase year-over-year, while year-to-date revenue reached $2.2 billion, a 64% increase [11] - Adjusted EBITDA for Q3 was $120 million, with a year-to-date total of $476 million, reflecting a margin of 17.3% for the quarter and 21.5% year-to-date, an increase of approximately 325 basis points compared to the previous year [11][12] - Adjusted diluted earnings per share for Q3 was $1.01, bringing the year-to-date adjusted EPS to $4.27 [12] Business Line Data and Key Metrics Changes - Financial services segment revenue for Q3 was $579 million, up 80% year-over-year, with adjusted EBITDA increasing 86% to $126 million, a margin of 21.7% [13][14] - Core accounting and tax service lines delivered low single-digit growth, while project-based advisory businesses showed improved growth compared to the first half of the year [13][10] - Benefits and insurance segment revenue was $103 million, with year-to-date growth of 2.7% and adjusted EBITDA growth of 6.7% [15] Market Data and Key Metrics Changes - The company experienced strong mid-single-digit rate increases in Q3, exceeding overall inflation and reflecting the value of its service capabilities [14] - The market conditions improved in Q3, leading to increased conversion of late-stage pipeline opportunities [10] Company Strategy and Development Direction - The company is focused on leveraging the Marcum acquisition to accelerate growth and enhance competitive positioning, with significant investments in technology, AI, and offshoring resources [4][5] - A national brand campaign has been launched to promote the new CBIZ and highlight expanded capabilities, showing early signs of improved brand awareness [8] - The company aims to achieve a target leverage range of 2 to 2.5 times over time, with a focus on funding organic growth and maintaining capital [17][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving the 2025 revenue outlook, citing steady performance in recurring businesses and improved market conditions [10] - The company anticipates accelerated growth beginning in 2026, driven by a commitment to operational excellence and client experience [24] - Management noted that the integration of Marcum is progressing well, with expected synergies of $50 million or more, and plans to realize $35 million in synergies this year [20][22] Other Important Information - The company ended Q3 with net debt of approximately $1.6 billion and had about $300 million of available liquidity [15] - Share repurchases totaled approximately $128 million year-to-date, with a current outstanding share count of approximately 54.1 million shares [16] Q&A Session Summary Question: What is the outlook for pricing in 2026? - Management indicated that mid-single-digit pricing growth is expected to continue, reflecting strong client relationships and market conditions [26] Question: Have any significant clients been lost due to the Marcum acquisition? - Management acknowledged some expected client dilution but reported strong client retention rates overall [28] Question: What are the expected integration costs for 2026? - Integration costs for 2026 are expected to be similar in nature to 2025, with some shifts in the mix of costs [30] Question: How has the OVBPA impacted the tax practice? - Management confirmed that the OVBPA has led to increased discussions and revenue in the tax practice [34] Question: What is the outlook for the fourth quarter? - Management expects continued growth in core recurring businesses and improved performance in non-recurring project-based businesses [38][41]

Investor Presentation CBIZ.COM | NYSE: CBZ Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact included in this presentation, including, without limitation, our "2025 Guidance," regarding our financial position, business strategy and pl ...

Exhibit 99.1 FOR IMMEDIATE RELEASE CBIZ REPORTS THIRD QUARTER AND NINE MONTH 2025 RESULTS THIRD QUARTER HIGHLIGHTS: NINE MONTH HIGHLIGHTS: CLEVELAND (October 29, 2025) – CBIZ, Inc., (NYSE: CBZ) ("CBIZ" or the "Company"), a leading national professional services advisor, today announced results for the third quarter ended September 30, 2025. "We are pleased with our third quarter results, which were largely in line with our expectations. Our core, recurring essential businesses continued to perform well, and ...

THIRD QUARTER HIGHLIGHTS: TOTAL REVENUE OF $693.8M, UP 58.1%NET INCOME OF $30.1M, DOWN 14.1%; GAAP EPS OF $0.48, DOWN 31.4%ADJUSTED EBITDA OF $120.0M, UP 57.4%; ADJUSTED DILUTED EPS OF $1.01, UP 8.5% NINE MONTH HIGHLIGHTS: TOTAL REVENUE OF $2.2B, UP 63.7%NET INCOME OF $194.9M, UP 47.9%; GAAP EPS OF $3.06, UP 16.8%ADJUSTED EBITDA OF $475.6M, UP 92.9%; ADJUSTED DILUTED EPS OF $4.27, UP 35.6% CLEVELAND, Oct. 29, 2025 (GLOBE NEWSWIRE) -- CBIZ, Inc., (NYSE: CBZ) (“CBIZ” or the “Company”), a leading national prof ...

Core Viewpoint - CBIZ, Inc. will announce its financial results for the third quarter and year-to-date periods on October 29, 2025, after market close [1] Group 1: Financial Results Announcement - The financial results will cover the periods ended September 30, 2025 [1] - A conference call to discuss these results will be hosted by the President and CEO Jerry Grisko and CFO Brad Lakhia at 5 p.m. (ET) on the same day [2] - The conference call will be available via live webcast on the investor relations page of the CBIZ website, with an archived replay accessible afterward [2] Group 2: Registration and Participation - Investors can register to receive the dial-in number and a unique personal identification number for the conference call [3] - Registration is open at any time, including up to and after the call start time [3] Group 3: Company Overview - CBIZ, Inc. is a leading professional services advisor to middle-market businesses across the United States [4] - The company has expertise in various areas including accounting, tax, advisory, benefits, insurance, and technology [4] - CBIZ employs over 10,000 team members across more than 160 locations in 22 major markets nationwide [4]

Core Insights - CBIZ, Inc. has appointed Jennifer Hutchins as Chief Investment Officer of CBIZ Investment Advisory Services, LLC, effective August 18, 2025 [1][2] Group 1: Leadership and Experience - Jennifer Hutchins brings over 20 years of experience in financial planning, investment analysis, and portfolio strategy [2] - Prior to joining CBIZ, Hutchins served as Co-Chief Investment Officer at Avantax Wealth Management, overseeing portfolio management and performance [2] - Hutchins has held positions at A.G. Edwards & Sons and Beck, Inc., showcasing a diverse background in the financial services industry [2] Group 2: Strategic Vision - Hutchins expressed enthusiasm about joining CBIZ at a pivotal time for the investment platform, emphasizing collaboration and research to enhance client outcomes [3] - As Chief Investment Officer, Hutchins will lead investment strategy, research, and governance functions, driving the organization's investment philosophy and model management [3] Group 3: Company Overview - CBIZ, Inc. is a prominent professional services advisor to middle market businesses, offering expertise in accounting, tax, advisory, benefits, insurance, and technology [5] - The company has over 10,000 team members across more than 160 locations in 22 major markets nationwide [5]

Core Insights - CBIZ, Inc. has released an Employee Experience Guide aimed at helping companies attract, retain, and engage diverse employee populations across various generations and work arrangements [1][2][4] - The guide emphasizes that a strong employee experience can lead to better retention, higher productivity, and enhanced profitability, advocating against a one-size-fits-all approach [2][4] - It provides insights on optimizing the employee journey through competitive total rewards packages, recruiting technology, and a positive workplace experience [3][4] Integrated Approach - An integrated approach to benefits, insurance, workforce development, and risk management is essential for curating an effective employee experience [4][5] - The guide reflects CBIZ's integrated service model, which combines expertise from various specialties to deliver comprehensive insights [4][6] Technology Utilization - Technology plays a significant role in enhancing employee experience, with tools like CBIZ's Centrally HR simplifying payroll, onboarding, and compliance processes [5][6] - The guide encourages companies to rethink salary strategies, flexible benefits, retirement readiness, and best practices for offboarding [5][6] Organizational Value - Employees are highlighted as the most important asset and competitive differentiator for organizations, with the guide aimed at helping businesses create bespoke experiences for optimal team performance [6]

PART I. FINANCIAL INFORMATION Presents the company's unaudited condensed consolidated financial statements and related notes for the reported periods [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of CBIZ, Inc. and its subsidiaries for the periods ended June 30, 2025, and December 31, 2024 (balance sheets), and for the three and six months ended June 30, 2025 and 2024 (income, equity, and cash flow statements). It also includes detailed notes explaining significant accounting policies, business combinations, debt arrangements, financial instruments, and segment disclosures [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29%20%E2%80%93%20June%2030%2C%202025%20and%20December%2031%2C%202024) Presents the company's financial position, detailing assets, liabilities, and equity at specific reporting dates Balance Sheet Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (2025 vs 2024) | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | **ASSETS** | | | | | Cash and cash equivalents | $39,817 | $13,826 | +$25,991 | | Restricted cash | $49,145 | $38,661 | +$10,484 | | Accounts receivable, net | $676,054 | $534,858 | +$141,196 | | Total current assets | $966,035 | $835,726 | +$130,309 | | Goodwill and other intangible assets, net | $2,899,958 | $2,945,470 | -$45,512 | | Total assets | $4,537,973 | $4,470,883 | +$67,090 | | **LIABILITIES** | | | | | Accounts payable | $119,339 | $90,646 | +$28,693 | | Accrued personnel costs | $106,612 | $172,759 | -$66,147 | | Total current liabilities | $602,321 | $705,802 | -$103,481 | | Long-term debt | $1,488,215 | $1,333,755 | +$154,460 | | Total liabilities | $2,646,130 | $2,690,900 | -$44,770 | | **STOCKHOLDERS' EQUITY** | | | | | Total stockholders' equity | $1,891,843 | $1,779,983 | +$111,860 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Unaudited%29%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Details the company's financial performance, including revenue, operating expenses, and net income for the reported periods Comprehensive Income Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :---------------------------------- | :---------------------------------- | | Revenue | $683,496 | $420,012 | $1,521,510 | $914,309 | | Operating expenses | $595,587 | $366,368 | $1,205,499 | $742,853 | | Operating income | $60,272 | $31,594 | $260,304 | $130,695 | | Interest expense | $(27,867) | $(5,884) | $(53,023) | $(10,395) | | Net Income | $41,942 | $19,793 | $164,715 | $96,677 | | Basic EPS | $0.66 | $0.39 | $2.59 | $1.93 | | Diluted EPS | $0.66 | $0.39 | $2.58 | $1.92 | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Unaudited%29%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Outlines changes in stockholders' equity, including net income, share repurchases, and business acquisitions over the periods Stockholders' Equity Summary | Metric (in thousands) | March 31, 2025 | June 30, 2025 | March 31, 2024 | June 30, 2024 | | :-------------------------------- | :------------- | :------------ | :------------- | :------------ | | Total Stockholders' Equity | $1,914,701 | $1,891,843 | $867,089 | $891,434 | | Net income | $41,942 | $41,942 | $19,793 | $19,793 | | Share repurchases | $(71,321) | $(71,321) | $0 | $0 | | Business acquisitions | $2,068 | $2,068 | $2,316 | $2,316 | Stockholders' Equity Changes | Metric (in thousands) | December 31, 2024 | June 30, 2025 | December 31, 2023 | June 30, 2024 | | :-------------------------------- | :---------------- | :------------ | :---------------- | :------------ | | Total Stockholders' Equity | $1,779,983 | $1,891,843 | $791,618 | $891,434 | | Net income | $164,715 | $164,715 | $96,677 | $96,677 | | Share repurchases | $(71,321) | $(71,321) | $0 | $0 | | Indirect repurchase for tax withholding | $(7,758) | $(7,758) | $(11,229) | $(11,229) | | Business acquisitions | $17,335 | $17,335 | $8,476 | $8,476 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28Unaudited%29%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Summarizes cash inflows and outflows from operating, investing, and financing activities for the reported periods Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $24,880 | $24,439 | | Net cash used in investing activities | $(12,299) | $(33,247) | | Net cash used in financing activities | $(33,249) | $(11,920) | | Net decrease in cash, cash equivalents and restricted cash | $(20,668) | $(20,728) | | Cash, cash equivalents and restricted cash at end of period | $166,502 | $136,420 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements. It covers significant accounting policies, recent accounting pronouncements, business combinations (including the Marcum acquisition), accounts receivable, debt and financing arrangements, commitments and contingencies, financial instruments, fair value measurements, other comprehensive income, common stock, employee stock plans, earnings per share, and segment disclosures [NOTE 1. Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%201.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Describes CBIZ's business operations, organizational structure, and the key accounting principles applied in preparing the financial statements - CBIZ, Inc. is a diversified services company providing professional business services primarily to small and medium-sized businesses, individuals, governmental entities, and not-for-profit enterprises across the U.S. and parts of Canada. It operates through three practice groups: Financial Services, Benefits and Insurance Services, and National Practices[14](index=14&type=chunk) - In December **2024**, the Company formed a Captive Insurance Company (CBIZ CC, LLC and CBIZ Campus One Cell, LLC) to provide stop-loss coverages to higher education institutions, commencing operations on January **1**, **2025**. Revenue from this entity was not material for the three and six months ended June **30**, **2025**[15](index=15&type=chunk)[16](index=16&type=chunk) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC interim financial reporting rules, and include operations of CBIZ, Inc. and its wholly-owned subsidiaries, with intercompany balances eliminated[17](index=17&type=chunk)[18](index=18&type=chunk) [NOTE 2. New Accounting Pronouncements](index=10&type=section&id=NOTE%202.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) Discusses recently issued FASB Accounting Standards Updates and their anticipated adoption dates by CBIZ - The FASB issued ASU No. **2023-09** (Income Taxes) effective for public companies with annual periods beginning after December **15**, **2024**, which CBIZ plans to adopt for fiscal year ending December **31**, **2025**[23](index=23&type=chunk) - The FASB issued ASU No. **2024-03** (Expense Disaggregation Disclosure) effective for public companies with annual periods beginning after December **15**, **2026**, which CBIZ plans to adopt for fiscal year ending December **31**, **2027**[24](index=24&type=chunk) - The FASB issued ASU No. **2025-03** (Determining the Accounting Acquirer in the Acquisition of a VIE) effective for public companies with annual periods beginning after December **15**, **2026**, which CBIZ plans to adopt for fiscal year ending December **31**, **2027**[25](index=25&type=chunk) [NOTE 3. Business Combinations](index=10&type=section&id=NOTE%203.%20BUSINESS%20COMBINATIONS) Details the financial impact and accounting treatment of significant business acquisitions, including the Marcum LLP acquisition - On November **1**, **2024**, CBIZ acquired Marcum LLP, which contributed **$579.6 million** in revenue and **$119.1 million** in operating income to the Company's condensed consolidated statement of comprehensive income for the six months ended June **30**, **2025**[26](index=26&type=chunk) - The total purchase price for Marcum LLP was **$1,997.8 million**, consisting of **$1,063.0 million** in cash and **$934.7 million** in common stock (**13.6 million** shares)[27](index=27&type=chunk) - During the six months ended June **30**, **2025**, measurement period adjustments resulted in a net **$14.3 million** reduction in goodwill, primarily due to a **$21.0 million** reduction in estimated settlement amounts for an acquired liability, partially offset by an **$8.7 million** increase for previously unrecognized accrued personnel obligations[30](index=30&type=chunk) [NOTE 4. Accounts Receivable, Net](index=12&type=section&id=NOTE%204.%20ACCOUNTS%20RECEIVABLE%2C%20NET) Provides a breakdown of accounts receivable, including trade receivables, unbilled revenue, and the allowance for doubtful accounts Accounts Receivable Details | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Trade accounts receivable | $502,115 | $416,211 | +$85,904 | | Unbilled revenue | $223,856 | $150,362 | +$73,494 | | Total accounts receivable | $725,971 | $566,573 | +$159,398 | | Allowance for doubtful accounts | $(49,917) | $(31,715) | -$18,202 | | Accounts receivable, net | $676,054 | $534,858 | +$141,196 | Allowance for Doubtful Accounts | Allowance for Doubtful Accounts (in thousands) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | | :--------------------------------------------- | :----------------------------- | :--------------------------- | | Balance at beginning of period | $(31,715) | $(25,598) | | Provision | $(19,323) | $(19,979) | | Charge-offs, net of recoveries | $1,121 | $13,862 | | Allowance for doubtful accounts (end of period) | $(49,917) | $(31,715) | [NOTE 5. Debt and Financing Arrangements](index=12&type=section&id=NOTE%205.%20DEBT%20AND%20FINANCING%20ARRANGEMENTS) Outlines CBIZ's primary debt instruments, credit facilities, and compliance with financial covenants - CBIZ's primary debt financing is the **2024** Credit Facilities, providing **$2.0 billion** in senior secured credit facilities, including a **$1.4 billion** Term Loan and a **$600.0 million** Revolving Credit Facility, maturing on November **1**, **2029**[35](index=35&type=chunk)[36](index=36&type=chunk) - As of June **30**, **2025**, CBIZ was in compliance with all debt covenants, including a Total Net Leverage Ratio not exceeding **5.00 to 1.00** and a Minimum Consolidated Interest Coverage Ratio of **3.00 to 1.00**[39](index=39&type=chunk) Debt Summary | Debt Type (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Short-term debt | $66,274 | $66,177 | | Long-term debt | $1,488,215 | $1,333,755 | | Total outstanding debt | $1,554,489 | $1,399,932 | - The blended effective interest rate for the **2024** Credit Facilities was **6.67%** for the six months ended June **30**, **2025**, up from **5.41%** for the same period in **2024**[40](index=40&type=chunk) [NOTE 6. Commitments and Contingencies](index=14&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) Discloses the company's various commitments, guarantees, and ongoing legal proceedings, including cyberattack litigation - CBIZ provides **$3.2 million** in letters of credit to landlords and **$2.2 million** in license bonds to state agencies as of June **30**, **2025**[44](index=44&type=chunk) - A lawsuit filed by Zotec Partners, LLC against CBIZ Operations, Inc. was finalized on April **8**, **2025**, with the Court of Appeals affirming the dismissal of securities fraud claims against CBIZ and reversing the **$3.1 million** award to CBIZ on its counterclaim[45](index=45&type=chunk) - CBIZ is a defendant in two putative class action lawsuits related to a May **31**, **2023** cyberattack on its MOVEit Transfer server, which compromised PII. These cases are in early stages within a multidistrict litigation (MDL), and the ultimate outcome or potential losses cannot be determined[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - In June **2025**, CBIZ settled litigation against former employees, receiving a **$12.5 million** pre-tax gain recorded in "Other income, net"[50](index=50&type=chunk) [NOTE 7. Financial Instruments](index=15&type=section&id=NOTE%207.%20FINANCIAL%20INSTRUMENTS) Describes the company's financial assets and liabilities, including available-for-sale securities and interest rate swap derivatives - CBIZ holds available-for-sale debt securities (corporate and municipal bonds) totaling **$38.9 million** at June **30**, **2025**, primarily from client funds, with maturities ranging from July **2025** to February **2028**. Unrealized losses were not material and not recognized as credit losses due to investment grade quality and management's intent not to sell[53](index=53&type=chunk)[54](index=54&type=chunk) - CBIZ uses interest rate swaps to manage interest rate risk on floating-rate debt under the **2024** Credit Facilities, not for trading or speculative purposes[55](index=55&type=chunk) Interest Rate Swap Details | Interest Rate Swap (in thousands) | Notional Amount | Fixed Rate | Expiration | Fair Value (June 30, 2025) | Balance Sheet Location | | :-------------------------------- | :-------------- | :--------- | :--------- | :------------------------- | :--------------------- | | Interest rate swap 1 | $30,000 | 1.186% | 12/14/2026 | $1,027 | Other non-current asset | | Interest rate swap 2 | $20,000 | 2.450% | 8/14/2027 | $399 | Other non-current asset | | Interest rate swap 3 | $25,000 | 3.669% | 4/14/2028 | $(198) | Other non-current liability | | Interest rate swap 4 | $25,000 | 4.488% | 10/14/2028 | $(864) | Other non-current liability | | Interest rate swap 5 | $50,000 | 3.703% | 3/14/2030 | $(702) | Other non-current liability | | Interest rate swap 6 | $50,000 | 3.503% | 4/14/2030 | $(285) | Other non-current liability | | Interest rate swap 7 | $50,000 | 3.680% | 7/14/2030 | $(636) | Other non-current liability | | Interest rate swap 8 | $50,000 | 3.680% | 7/15/2030 | $(681) | Other non-current liability | [NOTE 8. Fair Value Measurements](index=17&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) Presents the fair value hierarchy and measurements for various financial assets and liabilities, including contingent purchase price liabilities Fair Value Measurement Summary | Asset/(Liability) (in thousands) | Level | June 30, 2025 | December 31, 2024 | | :------------------------------- | :---- | :------------ | :---------------- | | Assets of deferred compensation plan | 1 | $177,150 | $167,170 | | Available-for-sale debt securities | 1 | $38,911 | $40,999 | | Other depository assets | 1 | $2,428 | $176 | | Deferred compensation plan obligations | 1 | $(177,150) | $(167,170) | | Interest rate swaps | 2 | $(1,940) | $2,681 | | Bank debt | 2 | $(1,554,489) | $(1,399,932) | | Contingent purchase price liabilities | 3 | $(48,733) | $(96,967) | Contingent Purchase Price Liabilities | Contingent Purchase Price Liabilities (Level 3, in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------------- | :----------------------------- | :----------------------------- | | Beginning balance – December 31 | $(96,967) | $(114,946) | | Additions from business acquisitions | $(2,941) | $(15,184) | | Settlement of contingent purchase price liabilities | $52,662 | $46,929 | | Change in fair value of contingencies | $170 | $423 | | Change in net present value of contingencies | $(1,657) | $(1,061) | | Ending balance – June 30 | $(48,733) | $(83,839) | [NOTE 9. Other Comprehensive Income](index=18&type=section&id=NOTE%209.%20OTHER%20COMPREHENSIVE%20INCOME) Details components of other comprehensive income, including unrealized gains/losses on securities and interest rate swaps Other Comprehensive Income Details | Other Comprehensive (Loss) Income (in thousands, net of tax) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net unrealized gain on available-for-sale securities | $51 | $167 | $123 | $223 | | Net unrealized (loss) gain on interest rate swaps | $(2,164) | $(292) | $(3,465) | $668 | | Foreign currency translation | $(2) | $(17) | $(8) | $(15) | | Total other comprehensive (loss) income | $(2,115) | $(142) | $(3,350) | $876 | [NOTE 10. Common Stock](index=18&type=section&id=NOTE%2010.%20COMMON%20STOCK) Provides information on common stock issuances, share repurchase programs, and the Right of First Refusal agreement - CBIZ issued **13.6 million** shares of common stock as part of the total purchase price consideration for the Marcum acquisition[63](index=63&type=chunk) - The Company has a Right of First Refusal (ROFR) program until November **1**, **2028**, allowing it to repurchase common stock issued to selling shareholders from the Marcum merger[64](index=64&type=chunk) - CBIZ repurchased **1.0 million** shares for **$71.3 million** under the ROFR Agreement and **0.1 million** shares for **$7.8 million** for tax withholding during the six months ended June **30**, **2025**[67](index=67&type=chunk) [NOTE 11. Employee Stock Plans](index=19&type=section&id=NOTE%2011.%20EMPLOYEE%20STOCK%20PLANS) Describes the company's stock-based compensation plans, including restricted stock units and performance share units - The **2019** Stock Omnibus Incentive Plan was amended on May **10**, **2023**, adding **1.5 million** shares, allowing a maximum of **4.6 million** stock options, restricted stock, or other stock-based awards[69](index=69&type=chunk) Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted stock units and awards | $5,289 | $1,552 | $10,148 | $2,903 | | Performance share units | $1,311 | $826 | $2,091 | $2,113 | | Total stock-based compensation expense | $6,600 | $2,378 | $12,239 | $5,016 | - As of June **30**, **2025**, CBIZ had **150 thousand** stock options outstanding with a weighted average exercise price of **$35.22** per share[70](index=70&type=chunk) [NOTE 12. Earnings Per Share](index=20&type=section&id=NOTE%2012.%20EARNINGS%20PER%20SHARE) Presents basic and diluted earnings per share calculations and the impact of share issuances on weighted average shares outstanding Earnings Per Share Metrics | EPS Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Income (in thousands) | $41,942 | $19,793 | $164,715 | $96,677 | | Basic EPS | $0.66 | $0.39 | $2.59 | $1.93 | | Diluted EPS | $0.66 | $0.39 | $2.58 | $1.92 | | Basic weighted average shares outstanding (in thousands) | 63,542 | 50,111 | 63,692 | 50,079 | | Diluted weighted average shares outstanding (in thousands) | 63,784 | 50,276 | 63,960 | 50,248 | - The increase in weighted average common shares outstanding for the three and six months ended June **30**, **2025**, includes **13.6 million** shares issued as consideration for the Marcum acquisition[73](index=73&type=chunk) [NOTE 13. Segment Disclosures](index=21&type=section&id=NOTE%2013.%20SEGMENT%20DISCLOSURES) Provides financial performance data for CBIZ's operating segments: Financial Services, Benefits and Insurance Services, and National Practices - CBIZ operates through three practice groups: Financial Services, Benefits and Insurance Services, and National Practices, aggregated based on similarity of products, services, regulatory environment, and economic conditions[74](index=74&type=chunk) - "Corporate and Other" includes unallocated operating expenses such as health care costs, deferred compensation plan gains/losses, stock-based compensation, and integration charges[75](index=75&type=chunk) Segment Revenue | Segment Revenue (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Financial Services | $569,819 | $309,233 | $1,283,480 | $681,863 | | Benefits and Insurance Services | $101,929 | $97,419 | $214,905 | $205,827 | | National Practices | $11,748 | $13,360 | $23,125 | $26,619 | | Total CBIZ | $683,496 | $420,012 | $1,521,510 | $914,309 | Segment Income Before Tax | Segment Income Before Tax (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Financial Services | $85,335 | $46,552 | $288,688 | $153,707 | | Benefits and Insurance Services | $17,968 | $14,219 | $45,913 | $39,034 | | National Practices | $1,267 | $1,328 | $2,379 | $2,654 | | Consolidated income before income tax expense | $57,779 | $28,193 | $230,689 | $132,207 | [NOTE 14. Subsequent Events](index=23&type=section&id=NOTE%2014.%20SUBSEQUENT%20EVENTS) Discloses significant events occurring after the reporting period, such as new legislation, interest rate swaps, and share repurchases - On July **4**, **2025**, the U.S. government enacted The One Big Beautiful Bill Act of **2025**, which includes changes to the U.S. corporate income tax system, effective for CBIZ beginning in **2025**. The company is assessing its impact[81](index=81&type=chunk)[82](index=82&type=chunk) - CBIZ entered into two new interest rate swaps in July **2025**: one for **$100 million** at a fixed rate of **3.85%** expiring January **14**, **2027**, and another for **$100 million** at a fixed rate of **4.047%** expiring July **14**, **2026**[82](index=82&type=chunk)[83](index=83&type=chunk) - Subsequent to June **30**, **2025**, and up to July **25**, CBIZ repurchased approximately **0.3 million** shares of common stock for **$25.3 million** under the ROFR Agreement[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a comprehensive analysis of CBIZ's financial performance, condition, and cash flows for the periods ended June 30, 2025, and 2024. It covers revenue, operating expenses, general and administrative expenses, other income/expense, income tax, and segment-specific results, highlighting the significant impact of the Marcum acquisition. The discussion also addresses liquidity, capital resources, and off-balance sheet arrangements [Overview](index=25&type=section&id=Overview) Provides a general description of CBIZ's business, its service offerings, and operating practice groups - CBIZ provides professional business services, products, and solutions to small and medium-sized businesses, individuals, governmental entities, and not-for-profit enterprises across the U.S. and parts of Canada[86](index=86&type=chunk) - Services are delivered through three practice groups: Financial Services, Benefits and Insurance Services, and National Practices[86](index=86&type=chunk) [Executive Summary](index=25&type=section&id=Executive%20Summary) Summarizes key financial performance metrics, including revenue, net income, and diluted EPS, highlighting major drivers and strategic objectives Executive Summary Financials (Three Months) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | % Change | | :-------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Revenue | $683.5 million | $420.0 million | +$263.5 million | +62.7% | | Revenue from newly acquired operations (net of divestitures) | $256.2 million | N/A | N/A | +60.3% | | Net income | $41.9 million | $19.8 million | +$22.1 million | +111.6% | | Diluted EPS | $0.66 | $0.39 | +$0.27 | +69.2% | Executive Summary Financials (Six Months) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | :------- | | Revenue | $1,521.5 million | $914.3 million | +$607.2 million | +66.4% | | Revenue from newly acquired operations (net of divestitures) | $589.6 million | N/A | N/A | +63.8% | | Net income | $164.7 million | $96.7 million | +$68.0 million | +70.3% | | Diluted EPS | $2.58 | $1.92 | +$0.66 | +34.4% | - The current economic and geopolitical environment has led to softness in demand for nonrecurring project-based services, which may continue and limit forecasting ability for the remainder of **2025**[90](index=90&type=chunk) - CBIZ's strategic capital objective is to maximize cash flow to pay down debt, increasing liquidity for future strategic acquisitions, and considers share repurchases a prudent use of financial resources[91](index=91&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) This section details the financial performance across revenue, operating expenses, G&A, other income/expense, and income tax, providing a breakdown by segment. It highlights significant increases in revenue and net income, largely driven by the Marcum acquisition, and discusses the impact of deferred compensation plans and legal settlements on financial results [Revenue](index=26&type=section&id=Revenue) Details the company's revenue performance, broken down by operating segment, and highlights growth drivers Revenue by Segment (Three Months) | Revenue by Segment (in thousands) | Three Months Ended June 30, 2025 | % of Total (2025) | Three Months Ended June 30, 2024 | % of Total (2024) | $ Change | % Change | | :-------------------------------- | :------------------------------- | :---------------- | :------------------------------- | :---------------- | :------- | :------- | | Financial Services | $569,819 | 83.4% | $309,233 | 73.6% | $260,586 | 84.3% | | Benefits and Insurance Services | $101,929 | 14.9% | $97,419 | 23.2% | $4,510 | 4.6% | | National Practices | $11,748 | 1.7% | $13,360 | 3.2% | $(1,612) | (12.1)% | | Total CBIZ | $683,496 | 100.0% | $420,012 | 100.0% | $263,484 | 62.7% | Revenue by Segment (Six Months) | Revenue by Segment (in thousands) | Six Months Ended June 30, 2025 | % of Total (2025) | Six Months Ended June 30, 2024 | % of Total (2024) | $ Change | % Change | | :-------------------------------- | :----------------------------- | :---------------- | :----------------------------- | :---------------- | :------- | :------- | | Financial Services | $1,283,480 | 84.4% | $681,863 | 74.6% | $601,617 | 88.2% | | Benefits and Insurance Services | $214,905 | 14.1% | $205,827 | 22.5% | $9,078 | 4.4% | | National Practices | $23,125 | 1.5% | $26,619 | 2.9% | $(3,494) | (13.1)% | | Total CBIZ | $1,521,510 | 100.0% | $914,309 | 100.0% | $607,201 | 66.4% | [Non-qualified Deferred Compensation Plan](index=27&type=section&id=Non-qualified%20Deferred%20Compensation%20Plan) Explains the accounting treatment and financial impact of the company's non-qualified deferred compensation plan - The deferred compensation plan's income and expenses are recorded in "Corporate and Other" and directly offset by deferred compensation gains or losses in "Other income, net," having no impact on "Income before income tax expense" or diluted EPS[94](index=94&type=chunk) Deferred Compensation Plan Impact | Deferred Compensation Plan Impact (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating (income) expense | $11,717 | $2,283 | $9,285 | $10,859 | | Corporate general & administrative (income) expense | $1,458 | $323 | $1,339 | $1,380 | | Other income, net | $13,175 | $2,606 | $10,624 | $12,239 | [Operating Expenses](index=29&type=section&id=Operating%20Expenses) Analyzes changes in operating expenses, including the impact of integration and retention costs from acquisitions Operating Expenses Analysis (Three Months) | Operating Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Total Operating expenses | $595,587 | $366,368 | $229,219 | 62.6% | | Operating expenses % of revenue | 87.1% | 87.2% | N/A | -0.1% | | Operating expenses excluding deferred compensation | $583,870 | $364,085 | $219,785 | 60.4% | | Operating expenses excluding deferred compensation % of revenue | 85.4% | 86.7% | N/A | -1.3% | Operating Expenses Analysis (Six Months) | Operating Expenses (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Total Operating expenses | $1,205,499 | $742,853 | $462,646 | 62.3% | | Operating expenses % of revenue | 79.2% | 81.2% | N/A | -2.0% | | Operating expenses excluding deferred compensation | $1,196,214 | $731,994 | $464,220 | 63.4% | | Operating expenses excluding deferred compensation % of revenue | 78.6% | 80.1% | N/A | -1.5% | - Operating expenses for the three months ended June **30**, **2025**, included approximately **$11.1 million** of integration costs associated with the Marcum acquisition[96](index=96&type=chunk) - For the six months ended June **30**, **2025**, operating expenses included approximately **$20.1 million** of integration and retention costs related to the Marcum acquisition[99](index=99&type=chunk) [Corporate General & Administrative (G&A) Expenses](index=30&type=section&id=Corporate%20General%20%26%20Administrative%20%28%22G%26A%22%29%20Expenses) Examines trends in corporate general and administrative expenses, including the effect of acquisition-related integration costs G&A Expenses Analysis (Three Months) | G&A Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | G&A expenses | $27,637 | $22,050 | $5,587 | 25.3% | | G&A expenses % of revenue | 4.0% | 5.2% | N/A | -1.2% | | G&A expenses excluding deferred compensation | $26,179 | $21,727 | $4,452 | 20.5% | | G&A expenses excluding deferred compensation % of revenue | 3.8% | 5.2% | N/A | -1.4% | G&A Expenses Analysis (Six Months) | G&A Expenses (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | G&A expenses | $55,707 | $40,761 | $14,946 | 36.7% | | G&A expenses % of revenue | 3.7% | 4.5% | N/A | -0.8% | | G&A expenses excluding deferred compensation | $54,368 | $39,381 | $14,987 | 38.1% | | G&A expenses excluding deferred compensation % of revenue | 3.6% | 4.3% | N/A | -0.7% | - G&A expenses for the three months ended June **30**, **2025**, included approximately **$8.1 million** of integration costs primarily associated with the Marcum acquisition[100](index=100&type=chunk) - G&A expenses for the six months ended June **30**, **2025**, included approximately **$14.8 million** of integration costs primarily associated with the Marcum acquisition[102](index=102&type=chunk) [Other Income (Expense), Net](index=31&type=section&id=Other%20Income%20%28Expense%29%2C%20Net) Details components of other income and expense, including interest expense, deferred compensation gains, and legal settlements Other Income (Expense) Details (Three Months) | Other Income (Expense), Net (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :----------------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Interest expense | $(27,867) | $(5,884) | $(21,983) | N/M | | Other income, net | $25,374 | $2,483 | $22,891 | N/M | | Total other income (expense), net | $(2,493) | $(3,401) | $908 | (26.7)% | Other Income (Expense) Details (Six Months) | Other Income (Expense), Net (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :----------------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Interest expense | $(53,023) | $(10,395) | $(42,628) | N/M | | Other income, net | $23,408 | $11,907 | $11,501 | 96.6% | | Total other income (expense), net | $(29,615) | $1,512 | $(31,127) | N/M | - Other income, net for the three months ended June **30**, **2025**, included a **$13.2 million** net gain from the deferred compensation plan and a **$12.5 million** gain from a legal settlement[103](index=103&type=chunk) - Other income, net for the six months ended June **30**, **2025**, included a **$10.6 million** net gain from the deferred compensation plan and a **$12.5 million** gain from a legal settlement[104](index=104&type=chunk) [Interest Expense](index=31&type=section&id=Interest%20Expense) Analyzes the drivers of interest expense, including changes in average debt balance and effective interest rates - Interest expense for the three months ended June **30**, **2025**, increased significantly due to a higher average debt balance (**$1,542.4 million** vs. **$410.1 million**) and a higher weighted average effective interest rate (**6.75%** vs. **4.85%**) compared to the same period in **2024**, primarily driven by the **2024** Credit Facilities[105](index=105&type=chunk)[106](index=106&type=chunk) - For the six months ended June **30**, **2025**, the average debt balance was **$1,493.2 million** with a **6.67%** interest rate, compared to **$367.9 million** and **5.41%** in **2024**, leading to increased interest expense[107](index=107&type=chunk) [Income Tax Expense](index=32&type=section&id=Income%20Tax%20Expense) Discusses the company's income tax expense and effective tax rates, explaining factors influencing their fluctuations Income Tax Metrics (Three Months) | Income Tax Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :---------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Income tax expense (in thousands) | $15,837 | $8,400 | $7,438 | 88.5% | | Effective tax rate | 27.4% | 29.8% | N/A | -2.4% | Income Tax Metrics (Six Months) | Income Tax Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :---------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Income tax expense (in thousands) | $65,974 | $35,530 | $30,444 | 85.7% | | Effective tax rate | 28.6% | 26.9% | N/A | +1.7% | - The effective tax rate for the three months ended June **30**, **2025**, decreased to **27.4%** from **29.8%** in **2024**, primarily due to lower non-deductible expenses and state income tax expenses relative to pre-tax income[112](index=112&type=chunk) - The effective tax rate for the six months ended June **30**, **2025**, increased to **28.6%** from **26.9%** in **2024**, mainly due to lower tax benefits from stock-based compensation expense[113](index=113&type=chunk) [Operating Practice Groups](index=33&type=section&id=Operating%20Practice%20Groups) This section provides a detailed breakdown of the financial performance for each of CBIZ's three operating practice groups: Financial Services, Benefits and Insurance Services, and National Practices, including their respective revenues, operating expenses, and income before tax [Financial Services](index=33&type=section&id=Financial%20Services) Presents the financial performance of the Financial Services segment, detailing revenue, operating expenses, and income before tax Financial Services Performance (Three Months) | Financial Services (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Revenue | $569,819 | $309,233 | $260,586 | 84.3% | | Operating expenses | $484,458 | $262,809 | $221,649 | 84.3% | | Income before income tax expense | $85,335 | $46,552 | $38,783 | 83.3% | | Gross margin percent | 15.0% | 15.0% | N/A | 0.0% | Financial Services Performance (Six Months) | Financial Services (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Revenue | $1,283,480 | $681,863 | $601,617 | 88.2% | | Operating expenses | $994,951 | $528,370 | $466,581 | 88.3% | | Income before income tax expense | $288,688 | $153,707 | $134,981 | 87.8% | | Gross margin percent | 22.5% | 22.5% | N/A | 0.0% | - Financial Services revenue growth for the three months ended June **30**, **2025**, was primarily driven by a **$196.6 million** increase in traditional accounting and tax services (due to the Marcum acquisition) and a **$48.1 million** increase in advisory services[116](index=116&type=chunk) - Fees earned under Administrative Service Agreements (ASAs) were approximately **$164.6 million** and **$398.9 million** for the three and six months ended June **30**, **2025**, respectively[117](index=117&type=chunk)[121](index=121&type=chunk) [Benefits and Insurance Services](index=34&type=section&id=Benefits%20and%20Insurance%20Services) Outlines the financial performance of the Benefits and Insurance Services segment, including revenue and operating expense trends Benefits and Insurance Services Performance (Three Months) | Benefits and Insurance Services (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Revenue | $101,929 | $97,419 | $4,510 | 4.6% | | Operating expenses | $84,007 | $83,243 | $764 | 0.9% | | Income before income tax expense | $17,968 | $14,219 | $3,749 | 26.4% | | Gross margin percent | 17.6% | 14.6% | N/A | +3.0% | Benefits and Insurance Services Performance (Six Months) | Benefits and Insurance Services (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :--------------------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Revenue | $214,905 | $205,827 | $9,078 | 4.4% | | Operating expenses | $169,365 | $166,880 | $2,485 | 1.5% | | Income before income tax expense | $45,913 | $39,034 | $6,879 | 17.6% | | Gross margin percent | 21.2% | 18.9% | N/A | +2.3% | - Revenue for Benefits and Insurance Services increased by **$4.5 million** (**4.6%**) for the three months ended June **30**, **2025**, driven by employee benefit/retirement services (**+$3.6 million**) and payroll-related services (**+$2.5 million**), partially offset by a decrease in property and casualty services[124](index=124&type=chunk)[125](index=125&type=chunk) - Operating expenses as a percentage of revenue decreased to **82.4%** for the quarter ended June **30**, **2025**, from **85.4%** in **2024**, primarily due to increased revenue from employee benefit and retirement benefit services[126](index=126&type=chunk) [National Practices](index=35&type=section&id=National%20Practices) Reports the financial performance of the National Practices segment, highlighting revenue and operating expense changes National Practices Performance (Three Months) | National Practices (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Revenue | $11,748 | $13,360 | $(1,612) | (12.1)% | | Operating expenses | $10,481 | $12,028 | $(1,547) | (12.9)% | | Income before income tax expenses | $1,267 | $1,328 | $(61) | (4.6)% | | Gross margin percent | 10.8% | 10.0% | N/A | +0.8% | National Practices Performance (Six Months) | National Practices (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Revenue | $23,125 | $26,619 | $(3,494) | (13.1)% | | Operating expenses | $20,746 | $23,961 | $(3,215) | (13.4)% | | Income before income tax expenses | $2,379 | $2,658 | $(279) | (10.5)% | | Gross margin percent | 10.3% | 10.0% | N/A | +0.3% | - The National Practices group's revenue and operating expenses decreased by **12.1%** and **12.9%** respectively for the three months ended June **30**, **2025**, and by **13.1%** and **13.4%** respectively for the six months ended June **30**, **2025**, primarily driven by a cost-plus contract with a single client[130](index=130&type=chunk) [Corporate and Other](index=36&type=section&id=Corporate%20and%20Other) Details unallocated corporate operating expenses, G&A, and other income/expense, including integration charges - Corporate and Other expenses include unallocated operating expenses such as health care costs, deferred compensation plan gains/losses, stock-based compensation, and integration charges[131](index=131&type=chunk) Corporate and Other Financials (Three Months) | Corporate and Other (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | $ Change | % Change | | :--------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Operating expenses | $16,641 | $8,288 | $8,353 | 100.8% | | Corporate general and administrative expenses | $27,637 | $22,050 | $5,587 | 25.3% | | Operating loss | $(44,278) | $(30,338) | $(13,940) | 45.9% | | Total other (expense) income, net | $(2,514) | $(3,568) | $1,054 | (29.5)% | | Loss before income tax expense | $(46,792) | $(33,906) | $(12,886) | 38.0% | Corporate and Other Financials (Six Months) | Corporate and Other (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | $ Change | % Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Operating expenses | $20,437 | $23,642 | $(3,205) | (13.6)% | | Corporate general and administrative expenses | $55,707 | $40,761 | $14,946 | 36.7% | | Operating loss | $(76,144) | $(64,403) | $(11,741) | 18.2% | | Total other (expense) income, net | $(30,149) | $1,215 | $(31,364) | N/M | | Loss before income tax expense | $(106,293) | $(43,105) | $(63,188) | 68.2% | - Excluding deferred compensation, Corporate and Other operating expenses decreased by **$1.1 million** for the three months ended June **30**, **2025**, primarily due to lower personnel costs[133](index=133&type=chunk) - Excluding deferred compensation, Corporate G&A expenses increased by **$4.5 million** for the three months ended June **30**, **2025**, driven by higher facility, insurance, marketing, professional services, and technology costs, including **$8.1 million** in integration costs from the Marcum acquisition[134](index=134&type=chunk)[135](index=135&type=chunk) [Liquidity](index=37&type=section&id=LIQUIDITY) Discusses CBIZ's sources and uses of cash, focusing on operating, investing, and financing activities and their impact on liquidity - CBIZ's primary liquidity sources are cash from operating and financing activities, with a historical practice of maintaining low cash levels and using available cash to pay down outstanding debt[140](index=140&type=chunk) - The company typically experiences a use of cash for working capital in Q**1** due to seasonal accounting and tax services and incentive payments, with cash provided by operations exceeding this use in subsequent quarters[141](index=141&type=chunk) Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $24,880 | $24,439 | | Net cash used in investing activities | $(12,299) | $(33,247) | | Net cash used in financing activities | $(33,249) | $(11,920) | | Net decrease in cash, cash equivalents and restricted cash | $(20,668) | $(20,728) | - Cash used in financing activities for the six months ended June **30**, **2025**, was **$33.2 million**, primarily due to **$79.1 million** in share repurchases (including **$71.3 million** under the ROFR Agreement), a **$57.2 million** decrease in client fund obligations, and **$48.8 million** in contingent consideration payments, partially offset by **$152.8 million** in net proceeds from the credit facility[147](index=147&type=chunk) [Capital Resources](index=38&type=section&id=CAPITAL%20RESOURCES) Describes the company's available capital, debt facilities, compliance with covenants, and capital allocation priorities - As of June **30**, **2025**, CBIZ had **$1,573.7 million** outstanding under the **2024** Credit Facilities and **$3.2 million** in outstanding letters of credit, with approximately **$370.0 million** in available funds[148](index=148&type=chunk) - CBIZ was in compliance with all financial covenants under the **2024** Credit Facilities as of June **30**, **2025**[150](index=150&type=chunk) - The company's capital allocation priority is to maximize cash flow to pay down debt to increase liquidity for future strategic acquisitions, while also considering share repurchases as a prudent use of financial resources[151](index=151&type=chunk) - Cash requirements for the remainder of **2025** and beyond include debt repayment, strategic acquisitions, working capital, contingent purchase price payments, income taxes, and capital expenditures, which are expected to be met by operating cash flow and available credit[152](index=152&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) Discloses the company's off-balance sheet arrangements, including administrative service agreements and letters of credit - CBIZ maintains administrative service agreements with independent CPA firms that qualify as variable interest entities, but their operations are not materially reflected in the consolidated financial statements[153](index=153&type=chunk) - CBIZ has **$3.2 million** in letters of credit for leased premises and **$2.2 million** in license bonds outstanding as of June **30**, **2025**[154](index=154&type=chunk) - The company has various indemnification agreements in the normal course of business, but historically has not made material payments under these, and no material obligations are currently known[155](index=155&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) States that the company's critical accounting policies and estimates remain unchanged from previous disclosures - The preparation of financial statements requires management to make estimates and judgments that affect reported amounts, which could differ materially from actual results[157](index=157&type=chunk) - CBIZ has not made any changes to its critical accounting policies and estimates as previously disclosed in its Annual Report on Form **10-K** for the fiscal year ended December **31**, **2024**[157](index=157&type=chunk) [New Accounting Pronouncements](index=40&type=section&id=NEW%20ACCOUNTING%20PRONOUNCEMENTS) Refers to Note 2 for details on recently issued accounting pronouncements and their potential impact - Refer to Note **2**, New Accounting Pronouncements, for a discussion of recently issued accounting pronouncements[158](index=158&type=chunk) [Forward-Looking Statements](index=40&type=section&id=FORWARD-LOOKING%20STATEMENTS) Highlights the presence of forward-looking statements in the report and the inherent risks and uncertainties associated with them - The report contains forward-looking statements regarding financial position, business strategy, and future performance, identifiable by terms like "will," "could," "may," "intend," "believe," "expect," and "anticipate"[159](index=159&type=chunk) - These statements are subject to risks and uncertainties that could cause actual results to differ materially, including slower-than-expected receivable payments, Marcum acquisition performance, loss of key employees, regulatory restrictions, goodwill impairment, and cybersecurity risks[160](index=160&type=chunk) - CBIZ undertakes no obligation to publicly update forward-looking statements, except as required by law, and advises consulting further SEC filings for detailed risk factors[163](index=163&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses CBIZ's exposure to market risks, primarily interest rate risk from its floating-rate debt under the 2024 Credit Facilities. It details the use of interest rate swaps to manage this risk and mentions investments in short-term, investment-grade debt securities related to payroll operations - CBIZ is exposed to interest rate risk from its **$1,273.7 million** floating-rate debt under the **2024** Credit Facilities as of June **30**, **2025**; a **100** basis point change in market rates would impact annual interest expense by approximately **$12.7 million**[164](index=164&type=chunk) - CBIZ uses interest rate swaps to convert portions of its floating-rate debt to a fixed-rate basis, not for trading or speculative purposes[165](index=165&type=chunk) - Funds collected from payroll clients are invested in short-term, investment-grade corporate and municipal bonds, classified as available-for-sale securities and adjusted to fair value[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) This section outlines management's evaluation of CBIZ's disclosure controls and internal control over financial reporting. It concludes that disclosure controls were effective at a reasonable assurance level as of June 30, 2025, and notes ongoing integration of control processes related to the Marcum acquisition [Disclosure Controls and Procedures](index=42&type=section&id=Disclosure%20Controls%20and%20Procedures) Provides information on the effectiveness of CBIZ's disclosure controls and procedures - Management, including the CEO and CFO, evaluated the effectiveness of CBIZ's disclosure controls and procedures as of June **30**, **2025**[169](index=169&type=chunk) - Disclosure controls are designed to provide reasonable, not absolute, assurance of achieving their objectives, acknowledging inherent limitations such as human error, collusion, or management override[170](index=170&type=chunk)[171](index=171&type=chunk) - Based on the evaluation, the CEO and CFO concluded that CBIZ's disclosure controls were effective at a reasonable assurance level as of June **30**, **2025**[172](index=172&type=chunk) [Internal Control over Financial Reporting](index=43&type=section&id=Internal%20Control%20over%20Financial%20Reporting) Discusses the company's internal control over financial reporting, including integration efforts related to acquisitions - CBIZ is actively integrating control processes and information systems related to the Marcum acquisition into its existing control environment, believing necessary steps have been taken to monitor and maintain appropriate internal controls[173](index=173&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June **30**, **2025**, other than those related to the Marcum acquisition integration[174](index=174&type=chunk) PART II. OTHER INFORMATION Contains additional disclosures including legal proceedings, risk factors, equity sales, and controls and procedures [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) CBIZ is involved in various legal proceedings arising in the ordinary course of business but is not currently engaged in any that are reasonably expected to have a material adverse effect on its financial condition or operations. Information on material proceedings is incorporated by reference from Note 6 - CBIZ is not currently engaged in any legal proceedings expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows[176](index=176&type=chunk) - Information regarding certain material legal proceedings is incorporated by reference from Note **6**, Commitments and Contingencies[176](index=176&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the "Risk Factors" discussion in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, noting that there have been no material changes to these factors - Readers should carefully consider the risk factors discussed in the Company's Annual Report on Form **10-K** for the year ended December **31**, **2024**[177](index=177&type=chunk) - There have been no material changes to the previously disclosed risk factors[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered equity securities, including shares for contingent consideration and to selling shareholders of the Marcum acquisition. It also outlines the Company's share repurchase program, which was renewed in February 2025, and its activity during the second quarter [Recent sales of unregistered securities](index=43&type=section&id=Recent%20sales%20of%20unregistered%20securities) Details the issuance of unregistered equity securities for contingent consideration and the Marcum acquisition - During Q**2** **2025**, approximately **14 thousand** shares of common stock were issued as payment for contingent consideration for previous acquisitions[178](index=178&type=chunk) - CBIZ delivered **0.9 million** shares of common stock to selling shareholders as part of the Marcum acquisition, issued in reliance on the Section **4(a)(2)** exemption from registration[178](index=178&type=chunk) [Issuer purchases of equity securities](index=43&type=section&id=Issuer%20purchases%20of%20equity%20securities) Outlines the company's share repurchase program and the volume of shares repurchased during the quarter - On February **11**, **2025**, the Board of Directors authorized the continuation of the Share Repurchase Program, allowing the purchase of up to **5.0 million** shares of common stock through March **31**, **2026**[179](index=179&type=chunk) - Repurchases can occur in the open market, privately negotiated transactions (including from former Marcum partners under the ROFR Agreement), or under Rule **10b5-1** trading plans[180](index=180&type=chunk)[181](index=181&type=chunk) Second Quarter Share Purchases | Second Quarter Purchases (in thousands, except per share data) | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares That May Yet Be Purchased Under the Plan | | :----------------------------------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------ | :---------------------------------------------------------------- | | April 1 – April 30, 2025 | — | $— | — | 5,000 | | May 1 – May 31, 2025 | 617 | $71.81 | 617 | 4,383 | | June 1 - June 30, 2025 | 374 | $72.24 | 374 | 4,009 | | Second Quarter Purchases Total | 991 | N/A | 991 | N/A | [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that this item is not applicable, indicating no defaults on senior securities - Not applicable[184](index=184&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that this item is not applicable, indicating no mine safety disclosures are required - Not applicable[185](index=185&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) Confirms that no directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No director or officer adopted or terminated any Rule **10b5-1** trading plans or non-Rule **10b5-1** trading arrangements during the quarter ended June **30**, **2025**[186](index=186&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) Lists the various exhibits filed with the Form 10-Q, including amendments to loan agreements, certifications from the CEO and CFO, and XBRL-related documents - Exhibits include the Second Amendment to the Credit Agreement (April **29**, **2025**), Seventh Amendment to Loan Agreement (July **31**, **2025**), CEO and CFO certifications (Sarbanes-Oxley Act Sections **302** and **906**), and various XBRL documents[187](index=187&type=chunk) [Signature](index=46&type=section&id=Signature) Indicates the report was signed by the Chief Financial Officer on a specific date - The report was signed by Brad Lakhia, Chief Financial Officer, on July **31**, **2025**[192](index=192&type=chunk)