COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-32961 | |
Entity Registrant Name | CBIZ, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2769024 | |
Entity Address, Address Line One | 5959 Rockside Woods | |
Entity Address, Address Line Two | N. Suite 600 | |
Entity Address, City or Town | Independence | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44131 | |
City Area Code | 216 | |
Local Phone Number | 447-9000 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | CBZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,161,633 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000944148 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,128 | $ 8,090 |
Restricted cash | 44,947 | 30,362 |
Accounts receivable, net | 477,841 | 380,152 |
Other current assets | 38,892 | 34,895 |
Current assets before funds held for clients | 562,808 | 453,499 |
Funds held for clients | 131,128 | 159,186 |
Total current assets | 693,936 | 612,685 |
Non-current assets: | ||
Property and equipment, net | 56,667 | 57,012 |
Goodwill and other intangible assets, net | 1,035,148 | 1,008,604 |
Assets of deferred compensation plan | 162,133 | 143,499 |
Right-of-use assets, net | 203,972 | 211,024 |
Other non-current assets | 8,949 | 10,768 |
Total non-current assets | 1,466,869 | 1,430,907 |
Total assets | 2,160,805 | 2,043,592 |
Current liabilities: | ||
Accounts payable | 109,253 | 82,831 |
Income taxes payable | 7,374 | 2,097 |
Accrued personnel costs | 95,267 | 133,593 |
Contingent purchase price liabilities | 54,780 | 66,287 |
Operating lease liabilities | 38,077 | 36,283 |
Other current liabilities | 31,389 | 30,937 |
Current liabilities before client fund obligations | 336,140 | 352,028 |
Client fund obligations | 131,623 | 159,893 |
Total current liabilities | 467,763 | 511,921 |
Non-current liabilities: | ||
Bank debt | 381,000 | 312,400 |
Debt issuance costs | (1,340) | (1,574) |
Total long-term debt, net | 379,660 | 310,826 |
Income taxes payable | 2,149 | 1,984 |
Deferred income taxes, net | 32,726 | 29,287 |
Deferred compensation plan obligations | 162,133 | 143,499 |
Contingent purchase price liabilities | 29,059 | 48,659 |
Lease liabilities | 194,704 | 203,905 |
Other non-current liabilities | 1,177 | 1,893 |
Total non-current liabilities | 801,608 | 740,053 |
Total liabilities | 1,269,371 | 1,251,974 |
STOCKHOLDERS' EQUITY | ||
Common stock | 1,379 | 1,374 |
Additional paid in capital | 845,962 | 832,475 |
Retained earnings | 951,761 | 855,084 |
Treasury stock | (910,322) | (899,093) |
Accumulated other comprehensive income | 2,654 | 1,778 |
Total stockholders’ equity | 891,434 | 791,618 |
Total liabilities and stockholders’ equity | $ 2,160,805 | $ 2,043,592 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 420,012 | $ 398,502 | $ 914,309 | $ 853,108 |
Operating expenses | 366,368 | 343,987 | 742,853 | 684,998 |
Gross margin | 53,644 | 54,515 | 171,456 | 168,110 |
Corporate general and administrative expenses | 22,050 | 15,793 | 40,761 | 31,391 |
Operating income | 31,594 | 38,722 | 130,695 | 136,719 |
Other (expense) income: | ||||
Interest expense | (5,884) | (5,534) | (10,395) | (9,175) |
Gain on sale of operations, net | 0 | 0 | 0 | 99 |
Other income, net | 2,483 | 5,421 | 11,907 | 10,533 |
Total other (expense) income, net | (3,401) | (113) | 1,512 | 1,457 |
Income before income tax expense | 28,193 | 38,609 | 132,207 | 138,176 |
Income tax expense | 8,400 | 11,746 | 35,530 | 38,153 |
Net Income | $ 19,793 | $ 26,863 | $ 96,677 | $ 100,023 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.39 | $ 0.54 | $ 1.93 | $ 1.99 |
Diluted (in dollars per share) | $ 0.39 | $ 0.53 | $ 1.92 | $ 1.98 |
Basic weighted average shares outstanding (in shares) | 50,111 | 49,963 | 50,079 | 50,164 |
Diluted weighted average shares outstanding (in shares) | 50,276 | 50,385 | 50,248 | 50,639 |
Comprehensive income: | ||||
Net income | $ 19,793 | $ 26,863 | $ 96,677 | $ 100,023 |
Other comprehensive (loss) income, net of tax | (142) | 1,537 | 876 | 324 |
Comprehensive income | $ 19,651 | $ 28,400 | $ 97,553 | $ 100,347 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Restricted stock units and awards | Performance Share Units | Common Stock | Common Stock Restricted stock units and awards | Common Stock Performance Share Units | Treasury Shares | Additional Paid-In Capital | Additional Paid-In Capital Restricted stock units and awards | Additional Paid-In Capital Performance Share Units | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 136,295 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 86,115 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ 713,452 | $ 1,363 | $ (824,778) | $ 799,147 | $ 734,116 | $ 3,604 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 100,023 | 100,023 | ||||||||||
Other comprehensive income (loss) | 324 | 324 | ||||||||||
Share repurchases (in shares) | 975 | |||||||||||
Share repurchases | (48,528) | $ (48,528) | ||||||||||
Indirect repurchase of shares for minimum tax withholding (in shares) | 169 | |||||||||||
Indirect repurchase of shares for minimum tax withholding | (8,224) | $ (8,224) | ||||||||||
Restricted stock units and awards and performance share units (in shares) | 144 | 244 | ||||||||||
Restricted stock units and awards and performance share units | $ 0 | $ 0 | $ 1 | $ 2 | $ (1) | $ (2) | ||||||
Stock options exercised (in shares) | 221 | |||||||||||
Stock options exercised | 4,252 | $ 3 | 4,249 | |||||||||
Stock-based compensation | 6,619 | 6,619 | ||||||||||
Business acquisitions (in shares) | 177 | |||||||||||
Business acquisitions | 8,296 | $ 2 | 8,294 | |||||||||
Excise tax on share repurchases | (171) | $ (558) | 387 | |||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 137,081 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 87,259 | |||||||||||
Ending balance at Jun. 30, 2023 | 776,043 | $ 1,371 | $ (882,088) | 818,693 | 834,139 | 3,928 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 137,024 | |||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 86,712 | |||||||||||
Beginning balance at Mar. 31, 2023 | 771,930 | $ 1,370 | $ (853,793) | 814,686 | 807,276 | 2,391 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 26,863 | 26,863 | ||||||||||
Other comprehensive income (loss) | 1,537 | 1,537 | ||||||||||
Share repurchases (in shares) | 547 | |||||||||||
Share repurchases | (27,737) | $ (27,737) | ||||||||||
Restricted stock units and awards and performance share units (in shares) | 21 | |||||||||||
Stock options exercised (in shares) | 32 | |||||||||||
Stock options exercised | 623 | $ 1 | 622 | |||||||||
Stock-based compensation | 2,788 | 2,788 | ||||||||||
Business acquisitions (in shares) | 4 | |||||||||||
Business acquisitions | 210 | 210 | ||||||||||
Excise tax on share repurchases | (171) | $ (558) | 387 | |||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 137,081 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 87,259 | |||||||||||
Ending balance at Jun. 30, 2023 | 776,043 | $ 1,371 | $ (882,088) | 818,693 | 834,139 | 3,928 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 137,387 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | 87,573 | |||||||||||
Beginning balance at Dec. 31, 2023 | 791,618 | $ 1,374 | $ (899,093) | 832,475 | 855,084 | 1,778 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 96,677 | 96,677 | ||||||||||
Other comprehensive income (loss) | 876 | 876 | ||||||||||
Indirect repurchase of shares for minimum tax withholding (in shares) | 170 | |||||||||||
Indirect repurchase of shares for minimum tax withholding | (11,229) | $ (11,229) | ||||||||||
Restricted stock units and awards and performance share units (in shares) | 118 | 273 | ||||||||||
Restricted stock units and awards and performance share units | $ 0 | $ 0 | $ 1 | $ 3 | $ (1) | $ (3) | ||||||
Stock-based compensation | 5,016 | 5,016 | ||||||||||
Business acquisitions (in shares) | 127 | |||||||||||
Business acquisitions | 8,476 | $ 1 | 8,475 | |||||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 137,905 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | 87,743 | |||||||||||
Ending balance at Jun. 30, 2024 | 891,434 | $ 1,379 | $ (910,322) | 845,962 | 951,761 | 2,654 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2024 | 137,855 | |||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | 87,743 | |||||||||||
Beginning balance at Mar. 31, 2024 | 867,089 | $ 1,379 | $ (910,322) | 841,268 | 931,968 | 2,796 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 19,793 | 19,793 | ||||||||||
Other comprehensive income (loss) | (142) | (142) | ||||||||||
Restricted stock units and awards and performance share units (in shares) | 16 | |||||||||||
Stock-based compensation | 2,378 | 2,378 | ||||||||||
Business acquisitions (in shares) | 34 | |||||||||||
Business acquisitions | 2,316 | 2,316 | ||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 137,905 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | 87,743 | |||||||||||
Ending balance at Jun. 30, 2024 | $ 891,434 | $ 1,379 | $ (910,322) | $ 845,962 | $ 951,761 | $ 2,654 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 96,677 | $ 100,023 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 19,008 | 17,831 |
Gain on sale of operations, net | 0 | (99) |
Bad debt expense, net of recoveries | 1,244 | 805 |
Adjustment to contingent earnout liability | 638 | 1,445 |
Stock-based compensation expense | 5,016 | 6,619 |
Deferred income taxes | 3,128 | 4,571 |
Other, net | 273 | 100 |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable, net | (95,997) | (111,792) |
Other assets | (1,663) | (11,594) |
Accounts payable | 25,058 | 45,350 |
Income taxes payable | 5,443 | 11,913 |
Accrued personnel costs | (38,502) | (40,893) |
Other liabilities | 4,116 | 5,450 |
Net cash provided by operating activities | 24,439 | 29,729 |
Cash flows from investing activities: | ||
Business acquisitions and purchases of client lists, net of cash acquired | (22,493) | (48,630) |
Purchases of client fund investments | (12,100) | 0 |
Proceeds from the sales and maturities of client fund investments | 12,421 | 3,190 |
Proceeds from sales of divested operations | 0 | 245 |
Change in funds held for clients | (301) | 305 |
Additions to property and equipment | (6,973) | (11,726) |
Other, net | (3,801) | (9,001) |
Net cash used in investing activities | (33,247) | (65,617) |
Cash flows from financing activities: | ||
Proceeds from bank debt | 619,800 | 661,800 |
Payment of bank debt | (551,200) | (516,900) |
Payment for acquisition of treasury stock | 0 | (48,764) |
Indirect repurchase of shares for minimum tax withholding | (11,229) | (8,224) |
Changes in client funds obligations | (28,270) | (40,398) |
Proceeds from exercise of stock options | 0 | 4,252 |
Payment of contingent consideration for acquisitions and client lists | (41,021) | (29,973) |
Net cash (used in) provided by financing activities | (11,920) | 21,793 |
Net decrease in cash, cash equivalents and restricted cash | (20,728) | (14,095) |
Cash, cash equivalents and restricted cash at beginning of year | 157,148 | 160,145 |
Cash, cash equivalents and restricted cash at end of period | 136,420 | 146,050 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets: | ||
Cash and cash equivalents | 1,128 | 3,692 |
Restricted cash | 44,947 | 52,314 |
Cash equivalents included in funds held for clients | 90,345 | 90,044 |
Total cash, cash equivalents and restricted cash | $ 136,420 | $ 146,050 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Selected Terms Used in Notes to the Condensed Consolidated Financial Statements ASA – Administrative Service Agreement ASC – Accounting Standards Codification ASU – Accounting Standards Update CPA firm – Certified Public Accounting firm FASB – The Financial Accounting Standards Board GAAP – United States Generally Accepted Accounting Principles SOFR – Secured Overnight Financing Rate SEC – United States Securities and Exchange Commission Description of Business: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 11, Segment Disclosures, to the accompanying unaudited condensed consolidated financial statements. During the six months ended June 30, 2024, we completed the acquisitions of Erickson, Brown & Kloster, LLC ("EBK") and CompuData, Inc. ("CompuData") in our Financial Services practice group and Educational & Institutional Insurance Administrator, Inc.'s EIIA Higher Education Benefit Trust ("EIIA") in our Benefits and Insurance practice group for a total aggregated purchase price of $40.1 million, including $15.2 million recorded as contingent consideration. For the six months ended June 30, 2024, we recorded $12.6 million in total revenue from those acquisitions. None of the acquisition are considered material, individually or in the aggregate. Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us”, or “our”), after elimination of all intercompany balances and transactions. These unaudited condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. Unaudited Interim Financial Statements: The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of CBIZ management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTSThe FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB ASC. We assess and review the impact of all issued ASUs. During the six months ended June 30, 2024, we have implemented all new ASUs that are in effect and that may impact our consolidated financial statements. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable, less allowance for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenue is recorded at estimated net realizable value. Assessing the collectability of the receivables (billed and unbilled) requires management judgment based on a combination of factors, including but not limited to, an evaluation of our historical incurred loss experience, credit-worthiness of our clients, age of the trade receivable balance, current economic conditions that may affect a client’s ability to pay, and reasonable and supportable forecasts. Receivables are charged-off against the allowance when the balance is deemed uncollectible. Accounts receivable, net, at June 30, 2024 and December 31, 2023 was as follows (in thousands): June 30, December 31, Trade accounts receivable $ 365,199 $ 309,640 Unbilled revenue, at net realizable value 147,040 96,110 Total accounts receivable 512,239 405,750 Allowance for doubtful accounts (34,398) (25,598) Accounts receivable, net $ 477,841 $ 380,152 Changes to the allowance for doubtful accounts for the six months ended June 30, 2024 and twelve months ended December 31, 2023 were as follows (in thousands): June 30, December 31, Balance at beginning of period $ (25,598) $ (20,801) Provision (11,119) (13,681) Charge-offs, net of recoveries 2,319 8,884 Allowance for doubtful accounts $ (34,398) $ (25,598) |
DEBT AND FINANCING ARRANGEMENTS
DEBT AND FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCING ARRANGEMENTS | DEBT AND FINANCING ARRANGEMENTS 2022 Credit Facility - Our primary financing arrangement is the 2022 credit facility. The 2022 credit facility has a borrowing capacity of $600 million and provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases. The 2022 credit facility matures on May 4, 2027. The balance outstanding under the 2022 credit facility was $381.0 million and $312.4 million at June 30, 2024 and December 31, 2023, respectively. The effective interest rates under the 2022 credit facility, including the impact of interest rate swaps associated with the 2022 credit facility, for the six months ended June 30, 2024 and 2023 were as follows: Six Months Ended 2024 2023 Weighted average rates 5.41% 4.94% Range of effective rates 1.93% - 6.83% 1.93% - 8.00% We had approximately $209.8 million of available funds under the 2022 credit facility at June 30, 2024, net of outstanding letters of credit of $3.2 million. Available funds under the 2022 credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2022 credit facility, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2022 credit facility. Under the 2022 credit facility, loans are charged an interest rate consisting of a base rate or term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the 2022 credit facility. The 2022 credit facility contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The 2022 credit facility also limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock. Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the 2022 credit facility and applicable law. The 2022 credit facility contains a provision that, in the event of a defined change in control, the 2022 credit facility may be terminated. In addition, the 2022 credit facility contains financial covenants that require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum interest coverage ratio which may limit our ability to borrow up to the total commitment amount. As of June 30, 2024, we are in compliance with all covenants. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the 2022 credit facility. Other Line of Credit - We have an unsecured $20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc. and Huntington National Bank. We utilize this line to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. The line of credit did not have a balance outstanding at June 30, 2024. On August 1, 2024, we renewed the line of credit and it will terminate on July 31, 2025. Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Credit facilities $ 5,881 $ 5,498 $ 10,392 $ 9,138 Other 3 36 3 37 Total $ 5,884 $ 5,534 $ 10,395 $ 9,175 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $3.2 million and $3.5 million at June 30, 2024 and December 31, 2023, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.3 million and $2.3 million at June 30, 2024 and December 31, 2023, respectively. Legal Proceedings - On December 19, 2016, CBIZ Operations, Inc. ("CBIZ Operations") was named as a defendant in a lawsuit filed by Zotec Partners, LLC (“Zotec”) in the Marion County Indiana Superior Court. After various amendments, the lawsuit asserted claims under Indiana law for securities, statutory and common law fraud or deception, unjust enrichment, breach of contract, and vicarious liability against CBIZ Operations and a former employee of CBIZ MMP in connection with the sale of the CBIZ MMP medical billing practice to Zotec. The plaintiff claimed that CBIZ Operations had a duty to disclose the fact, unknown to employees of CBIZ Operations at the time of the transaction, that the former employee had a financial arrangement with a Zotec vendor at the time CBIZ Operations sold CBIZ MMP to Zotec. The plaintiff sought damages of up to $177.0 million out of the $200.0 million transaction price. Trial was held in October 2021. The jury found in favor of CBIZ on all fraud, contract and other claims before it. On November 14, 2022, the trial court ruled in favor of CBIZ and against Zotec’s claim for statutory securities fraud. The court also ruled in favor of CBIZ on its counterclaim for indemnification under contract. The trial court conducted a hearing on December 12, 2023, to consider evidence regarding the amount of damages owed by Zotec to CBIZ on the counterclaim. On March 12, 2024, the court awarded CBIZ $3.1 million on its counterclaim. On April 10, 2024, Zotec filed a notice of appeal. On November 10, 2023, CBIZ was named as a defendant in a putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual claiming to be an employee of a CBIZ client whose personally identifiable information (“PII”) was compromised and stolen during a cyberattack CBIZ experienced on or about May 31, 2023. As a result of this incident, hackers were able to access and download certain files from CBIZ’s MOVEit Transfer server. The lawsuit alleges that CBIZ and Progress Software Corporation, the owner of MOVEit Transfer, failed to adequately secure and safeguard the individual’s, and similarly situated employees of CBIZ’s clients, PII from unauthorized access. The lawsuit seeks various remedies, including actual, compensatory, and punitive damages, along with injunctive relief, costs, and attorneys’ fees. On December 8, 2023, CBIZ was named as a defendant in a second putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual making similar claims and seeking similar remedies as in the first lawsuit regarding the cyberattack CBIZ experienced on or about May 31, 2023. Both cases were transferred into a multidistrict litigation, styled as In Re: MOVEit Customer Data Security Breach Litigation, pending in the United States District Court for the District of Massachusetts (the “MDL”). To date, the MDL has over 180 cases against over 100 different defendants, all with claims arising out of the cyberbreach by hackers of Progress Software Corporation’s MOVEit Transfer software. The cases in the MDL, including the cases against CBIZ, are in their earliest stages, with a stay in place until the MDL Court issues a scheduling order. Due to the early stage of litigation, the Company is not able to determine or predict the ultimate outcome of these lawsuits nor reasonably provide an estimate or range of the possible outcome or losses, if any. In addition to the items disclosed above, the Company is, from time to time, subject to claims and lawsuits arising in the ordinary course of business. We cannot predict the outcome of all such matters or estimate the possible loss, if any. Although the proceedings are subject to uncertainties in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these matters. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the Company's commitments and contingencies. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Available-For-Sale Debt Securities - In connection with certain services provided by our payroll operations, we collect funds from our clients’ accounts in advance of paying client obligations. These funds held for clients are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying unaudited Condensed Consolidated Balance Sheets. The par value of these investments totaled $39.7 million and $40.0 million at June 30, 2024 and December 31, 2023, respectively, and these investments have maturity or callable dates ranging from July 2024 through January 2026. At June 30, 2024, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value. The bond issuers continue to make timely principal and interest payments. The following table summarizes activities related to these investments for the six months ended June 30, 2024 and the twelve months ended December 31, 2023 (in thousands): Six Months Ended June 30, 2024 Twelve Months Ended December 31, 2023 Fair value at beginning of period $ 39,459 $ 43,485 Purchases 12,100 14,122 Redemptions (500) (3,310) Maturities (11,921) (15,155) Change in bond premium (238) (1,099) Fair market value adjustment 312 1,416 Fair value at end of period $ 39,212 $ 39,459 In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $1.6 million and $1.0 million at June 30, 2024 and December 31, 2023, respectively. Those depository assets are classified as Level 1 in the fair value hierarchy. Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2022 credit facility, or the forecasted acquisition of such liability. We do not purchase or hold any derivative instruments for trading or speculative purposes. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on our interest rate swaps. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 (amounts in thousands): June 30, 2024 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 1,654 Other current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,227 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 1,039 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 388 Other non-current asset Interest rate swap $ 25,000 4.488 % 10/14/2028 $ (418) Other non-current liability December 31, 2023 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 2,282 Other non-current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,125 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 784 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ (129) Other non-current liability Interest rate swap $ 25,000 4.488 % 10/14/2028 $ (1,063) Other non-current liability Refer to Note 7, Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (in thousands): Gain Recognized Gain Reclassified Three Months Ended Three Months Ended 2024 2023 2024 2023 Interest rate swaps $ 587 $ 2,187 $ 1,174 $ 1,073 Gain Recognized Gain (Loss) Reclassified Six Months Ended Six Months Ended 2024 2023 2024 2023 Interest rate swaps $ 2,441 $ 1,472 $ 2,365 $ 1,970 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table summarizes our assets and (liabilities) at June 30, 2024 and December 31, 2023, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level June 30, 2024 December 31, 2023 Deferred compensation plan assets 1 $ 162,133 $ 143,499 Available-for-sale debt securities 1 39,212 39,459 Other depository assets 1 1,571 1,031 Deferred compensation plan liabilities 1 (162,133) (143,499) Interest rate swaps 2 4,890 3,999 Bank debt 2 (379,660) (310,826) Contingent purchase price liabilities 3 (83,839) (114,946) During the six months ended June 30, 2024 and 2023, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2024 and 2023 (pre-tax basis, in thousands): 2024 2023 Beginning balance – December 31 $ (114,946) $ (132,010) Additions from business acquisitions (15,184) (30,317) Settlement of contingent purchase price liabilities 46,929 33,307 Change in fair value of contingencies 423 (15) Change in net present value of contingencies (1,061) (1,430) Ending balance – June 30 $ (83,839) $ (130,465) The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and six months ended June 30, 2024 and 2023, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net expense $ 204 $ 815 $ 638 $ 1,445 Cash settlement paid $ 9,898 $ 1,373 $ 40,855 $ 29,808 Shares issued (number) 34 4 94 75 |
OTHER COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME | OTHER COMPREHENSIVE INCOME The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Net unrealized gain on available-for-sale securities, net of taxes (1) $ 167 $ 159 $ 223 $ 338 Net unrealized (loss) gain on interest rate swaps, net of taxes (2) (292) 1,383 668 (5) Foreign currency translation (17) (5) (15) (9) Total other comprehensive (loss) income $ (142) $ 1,537 $ 876 $ 324 (1) Net of income tax expense of $68 and $64 for the three months ended June 30, 2024 and 2023, respectively. Net of income tax expense of $89 and $135 for the six months ended June 30, 2024 and 2023, respectively. (2) |
EMPLOYEE STOCK PLANS
EMPLOYEE STOCK PLANS | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EMPLOYEE STOCK PLANS | EMPLOYEE STOCK PLANS On May 10, 2023, the shareholders of the Company approved an amendment to the 2019 Stock Omnibus Incentive Plan (the “2019 Plan”). The amendment added 1.5 million shares to the total number of shares that may be issued under the 2019 Plan. All other respects of the 2019 Plan remain unchanged. The 2019 Plan, which expires in 2029, permits the grant of various forms of stock-based awards. A maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards may be granted. The terms and vesting schedules for the stock-based awards vary by type and date of grant. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the 2019 Plan. Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options $ — $ — $ — $ 768 Restricted stock units and awards 1,552 1,355 2,903 2,614 Performance share units 826 1,433 2,113 3,237 Total stock-based compensation expense $ 2,378 $ 2,788 $ 5,016 $ 6,619 Stock Options and Restricted Stock Units and Awards – The Company did not grant any stock options during the six months ended June 30, 2024. The following table presents our restricted stock units and awards activity during the six months ended June 30, 2024 (in thousands, except per share data): Restricted Stock Units and Awards Number of Weighted Average Grant-Date Fair Value (1) Outstanding at beginning of year 223 $ 41.19 Granted 91 $ 67.49 Exercised or released (122) $ 37.93 Expired or canceled (3) $ 38.52 Outstanding at June 30, 2024 189 $ 56.04 Exercisable at June 30, 2024 189 $ 56.04 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on an earnings per share target (weighted 70%) and total growth in revenue (weighted 30%). The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200% of the number of PSUs initially granted. The following table presents our PSUs activity during the six months ended June 30, 2024 (in thousands, except per share data): Performance Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 464 $ 33.84 Granted 70 $ 66.07 Vested (273) $ 27.51 Canceled (7) $ 39.09 Outstanding at June 30, 2024 254 $ 49.42 (1) Represents weighted average market value of the PSUs; PSUs are granted at no cost to the recipients. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share data): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net Income $ 19,793 $ 26,863 $ 96,677 $ 100,023 Denominator: Basic Weighted average common shares outstanding 50,111 49,963 50,079 50,164 Diluted Stock options (1) 80 198 77 235 Restricted stock units and awards (1) 73 79 80 95 Performance share units — 106 — 106 Contingent shares (2) 12 39 12 39 Diluted weighted average common shares outstanding (3) 50,276 50,385 50,248 50,639 Basic earnings per share $ 0.39 $ 0.54 $ 1.93 $ 1.99 Diluted earnings per share $ 0.39 $ 0.53 $ 1.92 $ 1.98 (1) A total of 9 thousand and 96 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and six months ended June 30, 2024, respectively, as their effect would be anti-dilutive. A total of 12 thousand and 53 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and six months ended June 30, 2023 , respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. (3) The denominator used in calculating diluted earnings per share did not include 254 thousand PSUs for both the three and six months ended June 30, 2024. T he denominator used in calculating diluted earnings per share did not include 220 thousand PSUs for both the three and six months ended June 30, 2023.The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and six months ended June 30, 2024 and 2023. |
SEGMENT DISCLOSURES
SEGMENT DISCLOSURES | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT DISCLOSURES | SEGMENT DISCLOSURES Our business units have been aggregated into three practice groups: Financial Services, Benefits and Insurance Services and National Practices. The business units have been aggregated based on the following factors: similarity of the products and services provided to clients; similarity of the regulatory environment in which they operate; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by each practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management Healthcare Consulting Valuation Property and Casualty Insurance Risk and Advisory Services Retirement and Investment Services Government Healthcare Consulting Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2023. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on income (loss) before income tax expense (benefit) excluding those costs listed above, which are reported in the “Corporate and Other”. Segment information for the three and six months ended June 30, 2024 and 2023 is presented below. We do not manage our assets on a segment basis, therefore segment assets are not presented below. The following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2024 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 309,233 — — $ 309,233 Core benefits and insurance services — 93,533 — 93,533 Non-core benefits and insurance services — 3,886 — 3,886 Managed networking, hardware services — — 10,250 10,250 National practices consulting — — 3,110 3,110 Total revenue $ 309,233 $ 97,419 $ 13,360 $ 420,012 Three Months Ended June 30, 2023 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 290,930 — — $ 290,930 Core benefits and insurance services — 91,031 — 91,031 Non-core benefits and insurance services — 4,807 — 4,807 Managed networking, hardware services — — 9,067 9,067 National practices consulting — — 2,667 2,667 Total revenue $ 290,930 $ 95,838 $ 11,734 $ 398,502 Six Months Ended June 30, 2024 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 681,863 — — $ 681,863 Core benefits and insurance services — 198,738 — 198,738 Non-core benefits and insurance services — 7,089 — 7,089 Managed networking, hardware services — — 20,438 20,438 National practices consulting — — 6,181 6,181 Total revenue $ 681,863 $ 205,827 $ 26,619 $ 914,309 Six Months Ended June 30, 2023 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 634,016 — — $ 634,016 Core benefits and insurance services — 187,648 — 187,648 Non-core benefits and insurance services — 8,244 — 8,244 Managed networking, hardware services — — 18,021 18,021 National practices consulting — — 5,179 5,179 Total revenue $ 634,016 $ 195,892 $ 23,200 $ 853,108 Segment information for the three months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended June 30, 2024 Financial Benefits National Corporate Total Revenue $ 309,233 $ 97,419 $ 13,360 $ — $ 420,012 Operating expenses 262,809 83,243 12,028 8,288 366,368 Gross margin 46,424 14,176 1,332 (8,288) 53,644 Corporate general and administrative expenses — — — 22,050 22,050 Operating income (loss) 46,424 14,176 1,332 (30,338) 31,594 Other income (expense): Interest expense — — — (5,884) (5,884) Other income, net 128 43 (4) 2,316 2,483 Total other income (expense), net 128 43 (4) (3,568) (3,401) Income (loss) before income tax expense $ 46,552 $ 14,219 $ 1,328 $ (33,906) $ 28,193 Three Months Ended June 30, 2023 Financial Benefits National Corporate Total Revenue $ 290,930 $ 95,838 $ 11,734 $ — $ 398,502 Operating expenses 243,445 78,374 10,545 11,623 343,987 Gross margin 47,485 17,464 1,189 (11,623) 54,515 Corporate general and administrative expenses — — — 15,793 15,793 Operating income (loss) 47,485 17,464 1,189 (27,416) 38,722 Other income (expense): Interest expense — — — (5,534) (5,534) Other income, net 235 153 1 5,032 5,421 Total other income (loss), net 235 153 1 (502) (113) Income (loss) before income tax expense $ 47,720 $ 17,617 $ 1,190 $ (27,918) $ 38,609 Segment information for the six months ended June 30, 2024 and 2023 was as follows (in thousands): Six Months Ended June 30, 2024 Financial Benefits National Corporate Total Revenue $ 681,863 $ 205,827 $ 26,619 $ — $ 914,309 Operating expenses 528,370 166,880 23,961 23,642 742,853 Gross margin 153,493 38,947 2,658 (23,642) 171,456 Corporate general and administrative expenses — — — 40,761 40,761 Operating income (loss) 153,493 38,947 2,658 (64,403) 130,695 Other income (expense): Interest expense — — — (10,395) (10,395) Other income, net 214 87 (4) 11,610 11,907 Total other income (expense), net 214 87 (4) 1,215 1,512 Income (loss) before income tax expense $ 153,707 $ 39,034 $ 2,654 $ (63,188) $ 132,207 Six Months Ended June 30, 2023 Financial Benefits National Corporate Total Revenue $ 634,016 $ 195,892 $ 23,200 $ — $ 853,108 Operating expenses (income) 487,888 155,297 21,128 20,685 684,998 Gross margin 146,128 40,595 2,072 (20,685) 168,110 Corporate general and administrative expenses — — — 31,391 31,391 Operating income (loss) 146,128 40,595 2,072 (52,076) 136,719 Other income (expense): Interest expense — (1) — (9,174) (9,175) Gain on sale of operations, net 99 — — — 99 Other income (expense), net 490 330 1 9,712 10,533 Total other income (expense), net 589 329 1 538 1,457 Income (loss) before income tax expense $ 146,717 $ 40,924 $ 2,073 $ (51,538) $ 138,176 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On July 30, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company. Under the terms of the Merger Agreement, Merger Sub will merge with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”). Prior to the closing of the Merger, Marcum will contribute substantially all of its non-attest business assets to MAG and MAG will assume substantially all of Marcum’s liabilities, in each case subject to certain exclusions. In a separate transaction, Mayer Hoffman McCann P.C., a national independent Certified Public Accounting firm with which the Company has an existing Administrative Service Agreement, will purchase from Marcum substantially all of Marcum’s attest business assets (the “Attest Purchase”). The Merger and the transactions contemplated by the Merger Agreement are referred to herein as the “Transaction.” Subject to the satisfaction of the conditions described below and other customary closing conditions, the Transaction is expected to close in the fourth quarter of 2024. The aggregate consideration to be paid by the Company in connection with the Transaction is approximately $2.3 billion, on a cash-free and debt-free basis and subject to calculation and adjustments as provided in the Merger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the remainder is expected to be paid in approximately 14.4 million shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") (based on $76.84 per share as specified in the Merger Agreement, which was the 30-day volume weighted average price of our Common Stock as of three The consideration payable in shares of common stock (the “Shares”) will be delivered as follows: (i) approximately 5% of the Shares will be subject to continued service requirements and, subject to satisfaction of those requirements, be delivered on the fourth anniversary of the closing (“performance shares”); (ii) excluding those performance shares, approximately 25% of the Shares will be delivered on the later of three business days following closing and January 2, 2025; and (iii) the remaining approximately 75% of the Shares, excluding performance shares, will be delivered in 36 monthly installments after the initial delivery. The Shares, once fully issued, will constitute approximately 22% of the Company's outstanding shares, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding. Each of the Company, Merger Sub, Marcum and MAG has provided customary representations, warranties and covenants in the Merger Agreement. The completion of the Merger is subject to various closing conditions, including, among others, (a) the expiration of all waiting periods and receipt of all approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (b) the Company obtaining stockholder approval of the issuance of the Shares in connection with the Transaction as required by the rules of the New York Stock Exchange; (c) Marcum obtaining the requisite approval of its partners as specified in the Merger Agreement; (d) the Company obtaining debt financing as contemplated by the commitment letter described below; and (e) the completion of the Attest Purchase. The Merger Agreement contains customary termination rights for both the Company and Marcum. Both the Company and Marcum have the right to terminate the Merger Agreement if the Transaction is not consummated on or prior to May 1, 2025, subject to certain exceptions. In the case of certain terminations under the circumstances described in the Merger Agreement, the Company may be required to pay a termination fee to Marcum of $48.0 million if debt financing is not obtained or $25.0 million if approval of the Company’s stockholders is not obtained or the Company’s board changes its recommendation with respect to the Transaction. Marcum may be required to pay a termination fee to the Company of $22.0 million if the requisite approval of Marcum partners is not obtained within the time period specified in the Merger Agreement. The Company has obtained committed financing to, among other things, fund the cash portion of the purchase price pursuant to a commitment letter (the “Commitment Letter”) entered into on July 30, 2024, with Bank of America, N.A. and BofA Securities, Inc., which provides commitments for senior secured credit facilities (the “Senior Credit Facilities”) in an aggregate principal amount of $2.0 billion, consisting of (x) a $600 million five year senior secured revolving credit facility and (y) a $1.4 billion five year senior secured term loan facility. The funding of the Senior Credit Facilities is contingent on the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Senior Credit Facilities in accordance with the terms set forth in the Commitment Letter and (ii) consummation of the acquisition of Marcum. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 19,793 | $ 26,863 | $ 96,677 | $ 100,023 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 11, Segment Disclosures, to the accompanying unaudited condensed consolidated financial statements. During the six months ended June 30, 2024, we completed the acquisitions of Erickson, Brown & Kloster, LLC ("EBK") and CompuData, Inc. ("CompuData") in our Financial Services practice group and Educational & Institutional Insurance Administrator, Inc.'s EIIA Higher Education Benefit Trust ("EIIA") in our Benefits and Insurance practice group for a total aggregated purchase price of $40.1 million, including $15.2 million recorded as contingent consideration. For the six months ended June 30, 2024, we recorded $12.6 million in total revenue from those acquisitions. None of the acquisition are considered material, individually or in the aggregate. |
Basis of Consolidation | Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us”, or “our”), after elimination of all intercompany balances and transactions. These unaudited condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements: The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of CBIZ management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. |
Use of Estimates | Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. |
Changes in Accounting Policies | Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTSThe FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB ASC. We assess and review the impact of all issued ASUs. During the six months ended June 30, 2024, we have implemented all new ASUs that are in effect and that may impact our consolidated financial statements. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, at June 30, 2024 and December 31, 2023 was as follows (in thousands): June 30, December 31, Trade accounts receivable $ 365,199 $ 309,640 Unbilled revenue, at net realizable value 147,040 96,110 Total accounts receivable 512,239 405,750 Allowance for doubtful accounts (34,398) (25,598) Accounts receivable, net $ 477,841 $ 380,152 |
Schedule of Changes to the Allowance for Doubtful Accounts on Accounts Receivable | Changes to the allowance for doubtful accounts for the six months ended June 30, 2024 and twelve months ended December 31, 2023 were as follows (in thousands): June 30, December 31, Balance at beginning of period $ (25,598) $ (20,801) Provision (11,119) (13,681) Charge-offs, net of recoveries 2,319 8,884 Allowance for doubtful accounts $ (34,398) $ (25,598) |
DEBT AND FINANCING ARRANGEMEN_2
DEBT AND FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Unsecured Credit Facility | The effective interest rates under the 2022 credit facility, including the impact of interest rate swaps associated with the 2022 credit facility, for the six months ended June 30, 2024 and 2023 were as follows: Six Months Ended 2024 2023 Weighted average rates 5.41% 4.94% Range of effective rates 1.93% - 6.83% 1.93% - 8.00% |
Schedule of Recognized Interest Expense | Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Credit facilities $ 5,881 $ 5,498 $ 10,392 $ 9,138 Other 3 36 3 37 Total $ 5,884 $ 5,534 $ 10,395 $ 9,175 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Activities Related to Investments | The following table summarizes activities related to these investments for the six months ended June 30, 2024 and the twelve months ended December 31, 2023 (in thousands): Six Months Ended June 30, 2024 Twelve Months Ended December 31, 2023 Fair value at beginning of period $ 39,459 $ 43,485 Purchases 12,100 14,122 Redemptions (500) (3,310) Maturities (11,921) (15,155) Change in bond premium (238) (1,099) Fair market value adjustment 312 1,416 Fair value at end of period $ 39,212 $ 39,459 |
Schedule of Outstanding Interest Rate Swaps | The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 (amounts in thousands): June 30, 2024 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 1,654 Other current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,227 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 1,039 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 388 Other non-current asset Interest rate swap $ 25,000 4.488 % 10/14/2028 $ (418) Other non-current liability December 31, 2023 Notional Fixed Rate Expiration Fair Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 2,282 Other non-current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,125 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 784 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ (129) Other non-current liability Interest rate swap $ 25,000 4.488 % 10/14/2028 $ (1,063) Other non-current liability |
Schedule of Effects of Interest Rate Swap | The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (in thousands): Gain Recognized Gain Reclassified Three Months Ended Three Months Ended 2024 2023 2024 2023 Interest rate swaps $ 587 $ 2,187 $ 1,174 $ 1,073 Gain Recognized Gain (Loss) Reclassified Six Months Ended Six Months Ended 2024 2023 2024 2023 Interest rate swaps $ 2,441 $ 1,472 $ 2,365 $ 1,970 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes our assets and (liabilities) at June 30, 2024 and December 31, 2023, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level June 30, 2024 December 31, 2023 Deferred compensation plan assets 1 $ 162,133 $ 143,499 Available-for-sale debt securities 1 39,212 39,459 Other depository assets 1 1,571 1,031 Deferred compensation plan liabilities 1 (162,133) (143,499) Interest rate swaps 2 4,890 3,999 Bank debt 2 (379,660) (310,826) Contingent purchase price liabilities 3 (83,839) (114,946) |
Schedule of Change in Level 3 Fair Values of Contingent Purchase Price Liabilities | The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2024 and 2023 (pre-tax basis, in thousands): 2024 2023 Beginning balance – December 31 $ (114,946) $ (132,010) Additions from business acquisitions (15,184) (30,317) Settlement of contingent purchase price liabilities 46,929 33,307 Change in fair value of contingencies 423 (15) Change in net present value of contingencies (1,061) (1,430) Ending balance – June 30 $ (83,839) $ (130,465) |
Schedule of Changes in Contingent Purchase Price Consideration | The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and six months ended June 30, 2024 and 2023, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net expense $ 204 $ 815 $ 638 $ 1,445 Cash settlement paid $ 9,898 $ 1,373 $ 40,855 $ 29,808 Shares issued (number) 34 4 94 75 |
OTHER COMPREHENSIVE INCOME (Tab
OTHER COMPREHENSIVE INCOME (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Other Comprehensive (Loss) Income and Tax Impact | The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Net unrealized gain on available-for-sale securities, net of taxes (1) $ 167 $ 159 $ 223 $ 338 Net unrealized (loss) gain on interest rate swaps, net of taxes (2) (292) 1,383 668 (5) Foreign currency translation (17) (5) (15) (9) Total other comprehensive (loss) income $ (142) $ 1,537 $ 876 $ 324 (1) Net of income tax expense of $68 and $64 for the three months ended June 30, 2024 and 2023, respectively. Net of income tax expense of $89 and $135 for the six months ended June 30, 2024 and 2023, respectively. (2) |
EMPLOYEE STOCK PLANS (Tables)
EMPLOYEE STOCK PLANS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation Expense for Stock-Based Awards | Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options $ — $ — $ — $ 768 Restricted stock units and awards 1,552 1,355 2,903 2,614 Performance share units 826 1,433 2,113 3,237 Total stock-based compensation expense $ 2,378 $ 2,788 $ 5,016 $ 6,619 |
Schedule of Restricted Stock Units and Awards Activity and Performance Share Units Activity | The following table presents our restricted stock units and awards activity during the six months ended June 30, 2024 (in thousands, except per share data): Restricted Stock Units and Awards Number of Weighted Average Grant-Date Fair Value (1) Outstanding at beginning of year 223 $ 41.19 Granted 91 $ 67.49 Exercised or released (122) $ 37.93 Expired or canceled (3) $ 38.52 Outstanding at June 30, 2024 189 $ 56.04 Exercisable at June 30, 2024 189 $ 56.04 (1) The following table presents our PSUs activity during the six months ended June 30, 2024 (in thousands, except per share data): Performance Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 464 $ 33.84 Granted 70 $ 66.07 Vested (273) $ 27.51 Canceled (7) $ 39.09 Outstanding at June 30, 2024 254 $ 49.42 (1) Represents weighted average market value of the PSUs; PSUs are granted at no cost to the recipients. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share data): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net Income $ 19,793 $ 26,863 $ 96,677 $ 100,023 Denominator: Basic Weighted average common shares outstanding 50,111 49,963 50,079 50,164 Diluted Stock options (1) 80 198 77 235 Restricted stock units and awards (1) 73 79 80 95 Performance share units — 106 — 106 Contingent shares (2) 12 39 12 39 Diluted weighted average common shares outstanding (3) 50,276 50,385 50,248 50,639 Basic earnings per share $ 0.39 $ 0.54 $ 1.93 $ 1.99 Diluted earnings per share $ 0.39 $ 0.53 $ 1.92 $ 1.98 (1) A total of 9 thousand and 96 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and six months ended June 30, 2024, respectively, as their effect would be anti-dilutive. A total of 12 thousand and 53 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and six months ended June 30, 2023 , respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. (3) The denominator used in calculating diluted earnings per share did not include 254 thousand PSUs for both the three and six months ended June 30, 2024. T he denominator used in calculating diluted earnings per share did not include 220 thousand PSUs for both the three and six months ended June 30, 2023.The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and six months ended June 30, 2024 and 2023. |
SEGMENT DISCLOSURES (Tables)
SEGMENT DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Disaggregation of Revenue by Source | The following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2024 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 309,233 — — $ 309,233 Core benefits and insurance services — 93,533 — 93,533 Non-core benefits and insurance services — 3,886 — 3,886 Managed networking, hardware services — — 10,250 10,250 National practices consulting — — 3,110 3,110 Total revenue $ 309,233 $ 97,419 $ 13,360 $ 420,012 Three Months Ended June 30, 2023 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 290,930 — — $ 290,930 Core benefits and insurance services — 91,031 — 91,031 Non-core benefits and insurance services — 4,807 — 4,807 Managed networking, hardware services — — 9,067 9,067 National practices consulting — — 2,667 2,667 Total revenue $ 290,930 $ 95,838 $ 11,734 $ 398,502 Six Months Ended June 30, 2024 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 681,863 — — $ 681,863 Core benefits and insurance services — 198,738 — 198,738 Non-core benefits and insurance services — 7,089 — 7,089 Managed networking, hardware services — — 20,438 20,438 National practices consulting — — 6,181 6,181 Total revenue $ 681,863 $ 205,827 $ 26,619 $ 914,309 Six Months Ended June 30, 2023 Financial Benefits and National Consolidated Accounting, tax, advisory and consulting $ 634,016 — — $ 634,016 Core benefits and insurance services — 187,648 — 187,648 Non-core benefits and insurance services — 8,244 — 8,244 Managed networking, hardware services — — 18,021 18,021 National practices consulting — — 5,179 5,179 Total revenue $ 634,016 $ 195,892 $ 23,200 $ 853,108 |
Schedule of Segment Information | Segment information for the three months ended June 30, 2024 and 2023 was as follows (in thousands): Three Months Ended June 30, 2024 Financial Benefits National Corporate Total Revenue $ 309,233 $ 97,419 $ 13,360 $ — $ 420,012 Operating expenses 262,809 83,243 12,028 8,288 366,368 Gross margin 46,424 14,176 1,332 (8,288) 53,644 Corporate general and administrative expenses — — — 22,050 22,050 Operating income (loss) 46,424 14,176 1,332 (30,338) 31,594 Other income (expense): Interest expense — — — (5,884) (5,884) Other income, net 128 43 (4) 2,316 2,483 Total other income (expense), net 128 43 (4) (3,568) (3,401) Income (loss) before income tax expense $ 46,552 $ 14,219 $ 1,328 $ (33,906) $ 28,193 Three Months Ended June 30, 2023 Financial Benefits National Corporate Total Revenue $ 290,930 $ 95,838 $ 11,734 $ — $ 398,502 Operating expenses 243,445 78,374 10,545 11,623 343,987 Gross margin 47,485 17,464 1,189 (11,623) 54,515 Corporate general and administrative expenses — — — 15,793 15,793 Operating income (loss) 47,485 17,464 1,189 (27,416) 38,722 Other income (expense): Interest expense — — — (5,534) (5,534) Other income, net 235 153 1 5,032 5,421 Total other income (loss), net 235 153 1 (502) (113) Income (loss) before income tax expense $ 47,720 $ 17,617 $ 1,190 $ (27,918) $ 38,609 Segment information for the six months ended June 30, 2024 and 2023 was as follows (in thousands): Six Months Ended June 30, 2024 Financial Benefits National Corporate Total Revenue $ 681,863 $ 205,827 $ 26,619 $ — $ 914,309 Operating expenses 528,370 166,880 23,961 23,642 742,853 Gross margin 153,493 38,947 2,658 (23,642) 171,456 Corporate general and administrative expenses — — — 40,761 40,761 Operating income (loss) 153,493 38,947 2,658 (64,403) 130,695 Other income (expense): Interest expense — — — (10,395) (10,395) Other income, net 214 87 (4) 11,610 11,907 Total other income (expense), net 214 87 (4) 1,215 1,512 Income (loss) before income tax expense $ 153,707 $ 39,034 $ 2,654 $ (63,188) $ 132,207 Six Months Ended June 30, 2023 Financial Benefits National Corporate Total Revenue $ 634,016 $ 195,892 $ 23,200 $ — $ 853,108 Operating expenses (income) 487,888 155,297 21,128 20,685 684,998 Gross margin 146,128 40,595 2,072 (20,685) 168,110 Corporate general and administrative expenses — — — 31,391 31,391 Operating income (loss) 146,128 40,595 2,072 (52,076) 136,719 Other income (expense): Interest expense — (1) — (9,174) (9,175) Gain on sale of operations, net 99 — — — 99 Other income (expense), net 490 330 1 9,712 10,533 Total other income (expense), net 589 329 1 538 1,457 Income (loss) before income tax expense $ 146,717 $ 40,924 $ 2,073 $ (51,538) $ 138,176 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 USD ($) practice_group | Mar. 31, 2024 USD ($) | |
Business Acquisition [Line Items] | ||
Number of practice groups | practice_group | 3 | |
EBK and ComputData | ||
Business Acquisition [Line Items] | ||
Total recorded purchase price | $ 40.1 | |
Recorded contingent consideration | $ 15.2 | |
Annualized revenue | $ 12.6 |
ACCOUNTS RECEIVABLE, NET - Sche
ACCOUNTS RECEIVABLE, NET - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 365,199 | $ 309,640 | |
Unbilled revenue, at net realizable value | 147,040 | 96,110 | |
Total accounts receivable | 512,239 | 405,750 | |
Allowance for doubtful accounts | (34,398) | (25,598) | $ (20,801) |
Accounts receivable, net | $ 477,841 | $ 380,152 |
ACCOUNTS RECEIVABLE, NET - Sc_2
ACCOUNTS RECEIVABLE, NET - Schedule of Changes to the Allowance for Doubtful Accounts on Accounts Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ (25,598) | $ (20,801) |
Provision | (11,119) | (13,681) |
Charge-offs, net of recoveries | 2,319 | 8,884 |
Allowance for doubtful accounts | $ (34,398) | $ (25,598) |
DEBT AND FINANCING ARRANGEMEN_3
DEBT AND FINANCING ARRANGEMENTS - Narrative (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Outstanding balance under applicable credit facility | $ 381,000,000 | $ 312,400,000 |
Outstanding letters of credit | 3,200,000 | 3,500,000 |
Other line of credit | ||
Debt Instrument [Line Items] | ||
Revolving loan commitment | 20,000,000 | |
Outstanding line of credit | 0 | |
2022 Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving loan commitment | 600,000,000 | |
Outstanding balance under applicable credit facility | 381,000,000 | $ 312,400,000 |
Available funds under credit facility | 209,800,000 | |
Outstanding letters of credit | $ 3,200,000 |
DEBT AND FINANCING ARRANGEMEN_4
DEBT AND FINANCING ARRANGEMENTS - Schedule of Unsecured Credit Facility (Details) - 2022 Credit Facility | Jun. 30, 2024 | Jun. 30, 2023 |
Debt Instrument [Line Items] | ||
Weighted average rates | 5.41% | 4.94% |
Minimum | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 1.93% | 1.93% |
Maximum | ||
Debt Instrument [Line Items] | ||
Range of effective rates | 6.83% | 8% |
DEBT AND FINANCING ARRANGEMEN_5
DEBT AND FINANCING ARRANGEMENTS - Schedule of Recognized Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Total | $ 5,884 | $ 5,534 | $ 10,395 | $ 9,175 |
Credit facilities | ||||
Debt Instrument [Line Items] | ||||
Total | 5,881 | 5,498 | 10,392 | 9,138 |
Other | ||||
Debt Instrument [Line Items] | ||||
Total | $ 3 | $ 36 | $ 3 | $ 37 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Letters of Credit and Guarantees (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 3.2 | $ 3.5 |
License bonds outstanding amount | $ 2.3 | $ 2.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Narrative) (Details) $ in Millions | 6 Months Ended | ||
Mar. 12, 2024 USD ($) | Dec. 19, 2016 USD ($) | Jun. 30, 2024 claim defendant | |
CBIZ Operations and a former employee of CBIZ MMP | |||
Commitments And Contingencies [Line Items] | |||
Total transaction price | $ 200 | ||
Litigation settlement, amount awarded | $ 3.1 | ||
CBIZ Operations and a former employee of CBIZ MMP | Maximum | |||
Commitments And Contingencies [Line Items] | |||
Amount of damages sought (up to) | $ 177 | ||
MOVEit Customer Data Security Breach Litigation | |||
Commitments And Contingencies [Line Items] | |||
Number of claims filed | claim | 180 | ||
Number of defendants | defendant | 100 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Par value of available-for-sale debt securities | $ 39,700 | $ 40,000 |
Funds held for clients | 131,128 | 159,186 |
Certified Deposits and Other Depository Assets | ||
Debt Securities, Available-for-sale [Line Items] | ||
Funds held for clients | $ 1,600 | $ 1,000 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Activities Related to Investments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Securities, Available for Sale [Roll Forward] | ||
Fair value at beginning of period | $ 39,459 | $ 43,485 |
Purchases | 12,100 | 14,122 |
Redemptions | (500) | (3,310) |
Maturities | (11,921) | (15,155) |
Change in bond premium | (238) | (1,099) |
Fair market value adjustment | 312 | 1,416 |
Fair value at end of period | $ 39,212 | $ 39,459 |
FINANCIAL INSTRUMENTS - Sched_2
FINANCIAL INSTRUMENTS - Schedule of Outstanding Interest Rate Swaps (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Interest Rate Swap, April 2025 Expiration | Other current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 50,000 | |
Interest rate swap, fixed interest rate | 0.834% | |
Fair value, asset | $ 1,654 | |
Interest Rate Swap, April 2025 Expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 50,000 | |
Interest rate swap, fixed interest rate | 0.834% | |
Fair value, asset | $ 2,282 | |
Interest Rate Swap, December 2026 Expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 30,000 | $ 30,000 |
Interest rate swap, fixed interest rate | 1.186% | 1.186% |
Fair value, asset | $ 2,227 | $ 2,125 |
Interest Rate Swap, August 2027 Expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 20,000 | $ 20,000 |
Interest rate swap, fixed interest rate | 2.45% | 2.45% |
Fair value, asset | $ 1,039 | $ 784 |
Interest Rate Swap, April 2028 Expiration | Other non-current asset | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, asset | $ 25,000 | |
Interest rate swap, fixed interest rate | 3.669% | |
Fair value, asset | $ 388 | |
Interest Rate Swap, April 2028 Expiration | Other non-current liability | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, liability | $ 25,000 | |
Interest rate swap, fixed interest rate | 3.669% | |
Fair value, liability | $ (129) | |
Interest Rate Swap, October 2028 Expiration | Other non-current liability | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount, liability | $ 25,000 | $ 25,000 |
Interest rate swap, fixed interest rate | 4.488% | 4.488% |
Fair value, liability | $ (418) | $ (1,063) |
FINANCIAL INSTRUMENTS - Sched_3
FINANCIAL INSTRUMENTS - Schedule of Effects of Interest Rate Swap (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivatives, Fair Value [Line Items] | ||||
Gain Recognized in AOCI, net of tax | $ (292) | $ 1,383 | $ 668 | $ (5) |
Interest rate swaps | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain Recognized in AOCI, net of tax | 587 | 2,187 | 2,441 | 1,472 |
Gain Reclassified from AOCI into Expense | $ 1,174 | $ 1,073 | $ 2,365 | $ 1,970 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | $ 162,133 | $ 143,499 | |
Available-for-sale debt securities | 39,212 | 39,459 | $ 43,485 |
Deferred compensation plan liabilities | (162,133) | (143,499) | |
Bank debt | (381,000) | (312,400) | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan assets | 162,133 | 143,499 | |
Available-for-sale debt securities | 39,212 | 39,459 | |
Other depository assets | 1,571 | 1,031 | |
Deferred compensation plan liabilities | (162,133) | (143,499) | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 4,890 | 3,999 | |
Bank debt | (379,660) | (310,826) | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent purchase price liabilities | $ (83,839) | $ (114,946) |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Change in Level 3 Fair Values of Contingent Purchase Price Liabilities (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Net expense | $ 204 | $ 815 | $ 638 | $ 1,445 |
Cash settlement paid | $ 9,898 | $ 1,373 | $ 40,855 | $ 29,808 |
Shares issued (number) | 34 | 4 | 94 | 75 |
Contingent Purchase Price Liabilities | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ (114,946) | $ (132,010) | ||
Additions from business acquisitions | (15,184) | (30,317) | ||
Settlement of contingent purchase price liabilities | 46,929 | 33,307 | ||
Change in fair value of contingencies | 423 | (15) | ||
Change in net present value of contingencies | (1,061) | (1,430) | ||
Ending balance | $ (83,839) | $ (130,465) | $ (83,839) | $ (130,465) |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Changes in Contingent Purchase Price Consideration (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Net expense | $ 204 | $ 815 | $ 638 | $ 1,445 |
Cash settlement paid | $ 9,898 | $ 1,373 | $ 40,855 | $ 29,808 |
Shares issued (number) | 34 | 4 | 94 | 75 |
OTHER COMPREHENSIVE INCOME (Det
OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||||
Net unrealized gain on available-for-sale securities, net of taxes | $ 167 | $ 159 | $ 223 | $ 338 |
Net unrealized (loss) gain on interest rate swaps, net of taxes | (292) | 1,383 | 668 | (5) |
Foreign currency translation | (17) | (5) | (15) | (9) |
Total other comprehensive (loss) income | (142) | 1,537 | 876 | 324 |
Unrealized gain (loss) on available-for-sale securities, income tax expense | 68 | 64 | 89 | 135 |
Unrealized gain (loss) on interest rate swaps, income tax expense (benefit) | $ (99) | $ 449 | $ 223 | $ (14) |
EMPLOYEE STOCK PLANS - Narrativ
EMPLOYEE STOCK PLANS - Narrative (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2024 | May 10, 2023 | |
Performance Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, remaining contractual term | 3 years | |
Performance share units, vesting period | 3 years | |
Achievement of an earnings per share target | 70% | |
Achievement of total growth in revenue | 30% | |
Performance Share Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of initial grant | 200% | |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional shares authorized for issuance (in shares) | 1.5 | |
Maximum stock based compensation awards granted under the plan (in shares) | 4.6 |
EMPLOYEE STOCK PLANS - Schedule
EMPLOYEE STOCK PLANS - Schedule of Compensation Expense for Stock-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock options | $ 0 | $ 0 | $ 0 | $ 768 |
Restricted stock units and awards | 1,552 | 1,355 | 2,903 | 2,614 |
Performance share units | 826 | 1,433 | 2,113 | 3,237 |
Total stock-based compensation expense | $ 2,378 | $ 2,788 | $ 5,016 | $ 6,619 |
EMPLOYEE STOCK PLANS - Schedu_2
EMPLOYEE STOCK PLANS - Schedule of Restricted Stock Units and Awards Activity (Details) - Restricted Stock Units and Awards shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units and Awards, Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 223 |
Granted (in shares) | shares | 91 |
Exercised or released (in shares) | shares | (122) |
Expired or canceled (in shares) | shares | (3) |
Outstanding at end of period (in shares) | shares | 189 |
Exercisable at end of period (in shares) | shares | 189 |
Restricted Stock Units and Awards, Weighted Average Grant-Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 41.19 |
Granted (in dollars per share) | $ / shares | 67.49 |
Exercised or released (in dollars per share) | $ / shares | 37.93 |
Expired or canceled (in dollars per share) | $ / shares | 38.52 |
Outstanding at end of period (in dollars per share) | $ / shares | 56.04 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 56.04 |
EMPLOYEE STOCK PLANS - Schedu_3
EMPLOYEE STOCK PLANS - Schedule of Performance Share Units Activity (Details) - Performance Share Units shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Performance Share Units | |
Outstanding at beginning of period (in shares) | shares | 464 |
Granted (in shares) | shares | 70 |
Vested (in shares) | shares | (273) |
Canceled (in shares) | shares | (7) |
Outstanding at end of period (in shares) | shares | 254 |
Weighted Average Grant-Date Fair Value Per Unit | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 33.84 |
Granted (in dollars per share) | $ / shares | 66.07 |
Vested (in dollars per share) | $ / shares | 27.51 |
Canceled (in dollars per share) | $ / shares | 39.09 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 49.42 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net Income | $ 19,793 | $ 26,863 | $ 96,677 | $ 100,023 |
Basic | ||||
Weighted average common shares outstanding (in shares) | 50,111 | 49,963 | 50,079 | 50,164 |
Diluted | ||||
Stock options (in shares) | 80 | 198 | 77 | 235 |
Restricted stock units and awards (in shares) | 73 | 79 | 80 | 95 |
Performance share units (in shares) | 0 | 106 | ||
Contingent shares (in shares) | 12 | 39 | 12 | 39 |
Diluted weighted average common shares outstanding (in shares) | 50,276 | 50,385 | 50,248 | 50,639 |
Basic earnings per share (in dollars per share) | $ 0.39 | $ 0.54 | $ 1.93 | $ 1.99 |
Diluted earnings per share (in dollars per share) | $ 0.39 | $ 0.53 | $ 1.92 | $ 1.98 |
Share-based Payment Arrangement | ||||
Dilutive Securities Included And Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share based awards excluded from the calculation of diluted earnings per share (in shares) | 9 | 12 | 96 | 53 |
PSU | ||||
Dilutive Securities Included And Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share based awards excluded from the calculation of diluted earnings per share (in shares) | 254 | 220 | 254 | 220 |
SEGMENT DISCLOSURES - Narrative
SEGMENT DISCLOSURES - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of business units of the company | 3 |
SEGMENT DISCLOSURES - Schedule
SEGMENT DISCLOSURES - Schedule of Disaggregation of Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 420,012 | $ 398,502 | $ 914,309 | $ 853,108 |
Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 309,233 | 290,930 | 681,863 | 634,016 |
Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 97,419 | 95,838 | 205,827 | 195,892 |
National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,360 | 11,734 | 26,619 | 23,200 |
Accounting, tax, advisory and consulting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 309,233 | 290,930 | 681,863 | 634,016 |
Accounting, tax, advisory and consulting | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 309,233 | 290,930 | 681,863 | 634,016 |
Accounting, tax, advisory and consulting | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Accounting, tax, advisory and consulting | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Core benefits and insurance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 93,533 | 91,031 | 198,738 | 187,648 |
Core benefits and insurance services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Core benefits and insurance services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 93,533 | 91,031 | 198,738 | 187,648 |
Core benefits and insurance services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Non-core benefits and insurance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,886 | 4,807 | 7,089 | 8,244 |
Non-core benefits and insurance services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Non-core benefits and insurance services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,886 | 4,807 | 7,089 | 8,244 |
Non-core benefits and insurance services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,250 | 9,067 | 20,438 | 18,021 |
Managed networking, hardware services | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed networking, hardware services | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,250 | 9,067 | 20,438 | 18,021 |
National practices consulting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,110 | 2,667 | 6,181 | 5,179 |
National practices consulting | Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
National practices consulting | Benefits and Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
National practices consulting | National Practices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,110 | $ 2,667 | $ 6,181 | $ 5,179 |
SEGMENT DISCLOSURES - Schedul_2
SEGMENT DISCLOSURES - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 420,012 | $ 398,502 | $ 914,309 | $ 853,108 |
Operating expenses (income) | 366,368 | 343,987 | 742,853 | 684,998 |
Gross margin | 53,644 | 54,515 | 171,456 | 168,110 |
Corporate general and administrative expenses | 22,050 | 15,793 | 40,761 | 31,391 |
Operating income | 31,594 | 38,722 | 130,695 | 136,719 |
Other income (expense): | ||||
Interest expense | (5,884) | (5,534) | (10,395) | (9,175) |
Gain on sale of operations, net | 0 | 0 | 0 | 99 |
Other income, net | 2,483 | 5,421 | 11,907 | 10,533 |
Total other (expense) income, net | (3,401) | (113) | 1,512 | 1,457 |
Income before income tax expense | 28,193 | 38,609 | 132,207 | 138,176 |
Financial Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 309,233 | 290,930 | 681,863 | 634,016 |
Benefits and Insurance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 97,419 | 95,838 | 205,827 | 195,892 |
National Practices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,360 | 11,734 | 26,619 | 23,200 |
Operating Segments | Financial Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 309,233 | 290,930 | 681,863 | 634,016 |
Operating expenses (income) | 262,809 | 243,445 | 528,370 | 487,888 |
Gross margin | 46,424 | 47,485 | 153,493 | 146,128 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Operating income | 46,424 | 47,485 | 153,493 | 146,128 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Gain on sale of operations, net | 99 | |||
Other income, net | 128 | 235 | 214 | 490 |
Total other (expense) income, net | 128 | 235 | 214 | 589 |
Income before income tax expense | 46,552 | 47,720 | 153,707 | 146,717 |
Operating Segments | Benefits and Insurance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 97,419 | 95,838 | 205,827 | 195,892 |
Operating expenses (income) | 83,243 | 78,374 | 166,880 | 155,297 |
Gross margin | 14,176 | 17,464 | 38,947 | 40,595 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Operating income | 14,176 | 17,464 | 38,947 | 40,595 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | (1) |
Gain on sale of operations, net | 0 | |||
Other income, net | 43 | 153 | 87 | 330 |
Total other (expense) income, net | 43 | 153 | 87 | 329 |
Income before income tax expense | 14,219 | 17,617 | 39,034 | 40,924 |
Operating Segments | National Practices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,360 | 11,734 | 26,619 | 23,200 |
Operating expenses (income) | 12,028 | 10,545 | 23,961 | 21,128 |
Gross margin | 1,332 | 1,189 | 2,658 | 2,072 |
Corporate general and administrative expenses | 0 | 0 | 0 | 0 |
Operating income | 1,332 | 1,189 | 2,658 | 2,072 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Gain on sale of operations, net | 0 | |||
Other income, net | (4) | 1 | (4) | 1 |
Total other (expense) income, net | (4) | 1 | (4) | 1 |
Income before income tax expense | 1,328 | 1,190 | 2,654 | 2,073 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating expenses (income) | 8,288 | 11,623 | 23,642 | 20,685 |
Gross margin | (8,288) | (11,623) | (23,642) | (20,685) |
Corporate general and administrative expenses | 22,050 | 15,793 | 40,761 | 31,391 |
Operating income | (30,338) | (27,416) | (64,403) | (52,076) |
Other income (expense): | ||||
Interest expense | (5,884) | (5,534) | (10,395) | (9,174) |
Gain on sale of operations, net | 0 | |||
Other income, net | 2,316 | 5,032 | 11,610 | 9,712 |
Total other (expense) income, net | (3,568) | (502) | 1,215 | 538 |
Income before income tax expense | $ (33,906) | $ (27,918) | $ (63,188) | $ (51,538) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Jul. 30, 2024 | Jul. 25, 2024 | Dec. 31, 2024 | |
Senior Credit Facilities | Line of Credit | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 2,000 | ||
Revolving Credit Facility | Senior Credit Facilities | Line of Credit | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 600 | ||
Debt instrument, term | 5 years | ||
Secured Debt | Senior Credit Facilities | Line of Credit | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,400 | ||
Debt instrument, term | 5 years | ||
Marcum | |||
Subsequent Event [Line Items] | |||
Percent of shares deliverable, tranche one | 5% | ||
Percent of shares deliverable, tranche two | 25% | ||
Percent of shares deliverable, tranche three | 75% | ||
Percent of shares deliverable, tranche three, number of monthly installments | 36 | ||
Percent of shares outstanding | 22% | ||
Potential termination fee required to pay if debt financing is not obtained | $ 48 | ||
Potential termination fee required to pay if stockholders do not approve transaction | 25 | ||
Marcum | Marcum | |||
Subsequent Event [Line Items] | |||
Potential termination fee required to pay if approval of partners is not obtained | $ 22 | ||
Forecast | Marcum | |||
Subsequent Event [Line Items] | |||
Aggregate consideration | $ 2,300 | ||
Cash paid | $ 1,100 | ||
Common stock issued (in shares) | 14.4 | ||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Business acquisition, share price (in dollars per share) | $ 76.84 | ||
Duration of volume weighted average price of common stock | 30 days | ||
Business days prior to the date of the agreement | 3 days |