CBIZ (CBZ) 8-K Cbiz Completes the Sale of Its

EXHIBIT 99.2

Unaudited Pro Forma Consolidated Financial Information

On July 26, 2013, CBIZ, Inc., a Delaware corporation (the “Company”), through its subsidiary CBIZ Operations, Inc., an Ohio corporation, entered into an agreement (the “Zotec Agreement”) with Zotec Partners, LLC, an Indiana limited liability company (“Zotec”), to sell all of the issued and outstanding capital stock of each of CBIZ Medical Management Professionals, Inc., an Ohio corporation, and CBIZ Medical Management, Inc., a North Carolina corporation, and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ’s Medical Management Professionals ongoing operations and business (“MMP”).

On August 30, 2013, pursuant to the terms of the Zotec Agreement, the Company completed the divestiture of its MMP business to Zotec for consideration of $201.6 million, subject to adjustments for working capital as defined in the Zotec Agreement.

Concurrent with the completion of the Zotec Agreement, the Company completed the purchase of 3,858,334 shares of the Company’s common shares from Westbury (Bermuda) Ltd. (“Westbury”), pursuant to a Stock Purchase Agreement that was entered into on July 26, 2013 between the Company and its largest shareholder, Westbury. The Company paid Westbury a total of $25,657,921, which represents a price per share of $6.65.

The unaudited pro forma consolidated balance sheet of the Company as of June 30, 2013 is presented as if the disposition occurred on June 30, 2013. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2013 and for the years ended December 31, 2012, 2011 and 2010 are presented as if the disposition occurred on January 1, 2010 and exclude the results of discontinued operations.

The results of operations of the MMP business were classified as discontinued operations in the unaudited consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2013. As such, in the condensed consolidated statement of operations for the six months ended June 30, 2013, there are no pro forma adjustments to continuing operations necessary to reflect the disposition.

The following unaudited pro forma consolidated financial statements are presented for illustrative purposes only and have been prepared to give effect to the sale of MMP and reflect what the financial statements would have reported if the sale of MMP occurred at the beginning of the earliest date presented. The resulting pro forma financial information of the continuing operations of the Company are not necessarily indicative of future results of operations or financial condition.

CBIZ, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET AND NOTES - UNAUDITED

JUNE 30, 2013

(In thousands)

				Pro Forma Adjustments
	Previously			MMP			Proceeds
	Reported			Items			and Other			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	1,187		$	—		$	7,142	(b)	$	8,329
Restricted cash		28,219			—			—			28,219
Accounts receivable, net		161,402			—			—			161,402
Deferred income taxes—current		12,138			—			—			12,138
Other current assets		12,978			—			1,600	(c)		14,578
Assets of discontinued operations		102,087			(102,087	)(a)		—			—
Current assets before funds held for clients		318,011			(102,087	)		8,742			224,666
Funds held for clients		116,370			—			—			116,370
Total current assets		434,381			(102,087	)		8,742			341,036
Property and equipment, net		18,210			—			—			18,210
Goodwill and other intangible assets, net		474,981			—			—			474,981
Assets of deferred compensation plan		44,964			—			—			44,964
Other assets		7,693			—			—			7,693
Total assets	$	980,229		$	(102,087	)	$	8,742		$	886,884
LIABILITIES
Current liabilities:
Accounts payable	$	40,766		$	—		$	—		$	40,766
Income taxes payable—current		8,612			—			48,700	(d)		57,312
Accrued personnel costs		30,168			—			—			30,168
Notes payable—current		4,875			—			—			4,875
Contingent liabilities—current		14,456			—			—			14,456
Other current liabilities		19,785			—			—			19,785
Liabilities of discontinued operations		11,553			(11,553	)(a)		—			—
Current liabilities before client fund obligations		130,215			(11,553	)		48,700			167,362
Client fund obligations		116,338			—			—			116,338
Total current liabilities		246,553			(11,553	)		48,700			283,700
Convertible notes, net		123,810			—			—			123,810
Bank debt		204,000			—			(164,000	)(b)		40,000
Income taxes payable—non-current		4,280			—			—			4,280
Deferred income taxes—non-current		875			—			—			875
Deferred compensation plan obligations		44,964			—			—			44,964
Contingent liabilities—non-current		19,798			—			—			19,798
Accrued expenses—non current		11,297			—			—			11,297
Total liabilities		655,577			(11,553	)		(115,300	)		528,724
STOCKHOLDERS’ EQUITY
Common stock		1,131			—			—			1,131
Additional paid-in capital		563,646			—			—			563,646
Retained earnings		132,580			(90,534	)(e)		149,700	(e)		191,746
Treasury stock		(371,890	)		—			(25,658	)(f)		(397,548	)
Accumulated other comprehensive loss		(815	)		—			—			(815	)
Total stockholders’ equity		324,652			(90,534	)		124,042			358,160
Total liabilities and stockholders’ equity	$	980,229		$	(102,087	)	$	8,742		$	886,884

(a) Represents the assets and liabilities of MMP that were previously determined to be held for sale.

(b) Proceeds from sale of MMP, net of closing costs and adjustments of $4.8 million, less $25.7 million used to repurchase 3.86 million shares of the Company’s common shares from Westbury (Bermuda) Ltd., and $164.0 million to immediately pay down debt.

(c) Proceeds from the sale of MMP in the form of a note receivable.

(d) Estimated tax liability resulting from the gain on sale of MMP using a tax rate of 40%.

(e) Collectively, the estimated after tax gain on the sale of MMP.

(f) The repurchase of the Company’s common shares as described in note (b).

CBIZ, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND NOTES - UNAUDITED

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

(In thousands, except per share data)

	2012
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	766,094	$	138,016	$	628,078
Operating expenses		680,195		122,958		557,237
Gross margin		85,899		15,058		70,841
Corporate general and administrative expenses		30,422		213		30,209
Operating income		55,477		14,845		40,632
Total other expense, net		5,074		1,054		4,020
Income from continuing operations before income tax expense		50,403		13,791		36,612
Income tax expense		19,328		5,349		13,979
Income from continuing operations	$	31,075	$	8,442	$	22,633
Basic weighted average common shares outstanding		49,002				49,002
Diluted weighted average common shares outstanding		49,252				49,252
Basic earnings per share from continuing operations	$	0.63	$	0.17	$	0.46
Diluted earnings per share from continuing operations	$	0.63	$	0.17	$	0.46
	2011
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	733,805	$	141,046	$	592,759
Operating expenses		644,269		124,668		519,601
Gross margin		89,536		16,378		73,158
Corporate general and administrative expenses		31,583		50		31,533
Operating income		57,953		16,328		41,625
Total other expense, net		10,986		1,060		9,926
Income from continuing operations before income tax expense		46,967		15,268		31,699
Income tax expense		18,383		6,092		12,291
Income from continuing operations	$	28,584	$	9,176	$	19,408
Basic weighted average common shares outstanding		49,328				49,328
Diluted weighted average common shares outstanding		49,599				49,599
Basic earnings per share from continuing operations	$	0.58	$	0.19	$	0.39
Diluted earnings per share from continuing operations	$	0.58	$	0.19	$	0.39
	2010
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	730,401	$	148,425	$	581,976
Operating expenses		644,335		131,754		512,581
Gross margin		86,066		16,671		69,395
Corporate general and administrative expenses		29,584		4		29,580
Operating income		56,482		16,667		39,815
Total other expense, net		11,310		1,140		10,170
Income from continuing operations before income tax expense		45,172		15,527		29,645
Income tax expense		17,017		6,189		10,828
Income from continuing operations	$	28,155	$	9,338	$	18,817
Basic weighted average common shares outstanding		57,692				57,692
Diluted weighted average common shares outstanding		58,193				58,193
Basic earnings per share from continuing operations	$	0.49	$	0.16	$	0.33
Diluted earnings per share from continuing operations	$	0.48	$	0.16	$	0.32

(a) Adjustments for MMP include the previously reported operating results for MMP as well as adjustments for allocation of interest expense and income tax expense. Income tax expense was calculated using the estimated effective tax rate for MMP.

(b) The CBIZ Pro Forma reflects the adjusted results of operations after the divestiture of MMP.

CBIZ, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND NOTES - UNAUDITED

SIX MONTHS ENDED JUNE 30, 2013

(In thousands, except per share data)

	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma
Revenue	$	373,945	$	—	$	373,945
Operating expenses		311,625		—		311,625
Gross margin		62,320		—		62,320
Corporate general and administrative expenses		17,633		—		17,633
Operating income		44,687		—		44,687
Total other expense, net		5,892		—		5,892
Income from continuing operations before income tax expense		38,795		—		38,795
Income tax expense		16,441		—		16,441
Income from continuing operations	$	22,354	$	—	$	22,354
Basic weighted average common shares outstanding		49,535				49,535
Diluted weighted average common shares outstanding		49,891				49,891
Basic earnings per share from continuing operations	$	0.45	$	—	$	0.45
Diluted earnings per share from continuing operations	$	0.45	$	—	$	0.45

(a) The results of operations of MMP were classified as discontinued operations in the unaudited consolidated financial statements and notes thereto included in CBIZ’s Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2013. As such, no pro forma adjustments to continuing operations are necessary to reflect the divestiture.