BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Acquisition of Marcum LLP On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”), an accounting and advisory services firm headquartered in New York City with offices in major markets throughout the United States, to expand the breadth and depth of the Company’s professional services portfolio in the U.S. Pursuant to the Agreement and Plan of Merger dated July 30, 2024 (the “Merger Agreement”), a wholly owned subsidiary of the Company (“Merger Sub”) merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum ("MAG"), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the “Merger”), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company. In a separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions (the "Attest Purchase"). As noted in Note 1, Basis of Presentation and Significant Accounting Policies, the Company does not consolidate certain CPA firms with whom we maintain ASAs, including CBIZ CPAs P.C., therefore, the Merger solely is referred to herein as the “Transaction”. During the period from the acquisition date of Transaction through December 31, 2024, the Company's consolidated results of operations included $108.9 million of revenues and $57.1 million of operating losses, including $8.9 million of intangible assets amortization associated with the results of operations of Marcum. Summary of Consideration Transferred At closing, the purchase price for the purpose of the Merger consisted of an aggregate of $1,063.0 million of net cash consideration and $934.7 million of the Company’s common stock, which represents a fair value of 13.6 million shares issued as stock consideration. Fair Value of Purchase Consideration Cash consideration (1) $ 1,063,037 Share consideration (2) 934,744 Total $ 1,997,781 (1) Reflects the amount of cash consideration, which is equal to the Cash Payment Amount of $1,142.4 million as defined in the Merger Agreement, adjusted for the assumed indebtedness as outlined in the Merger Agreement, consisting of contingent consideration expected to be paid within 18 months of close, earned bonuses for Marcum employees, certain specific deferred revenue balances, and adjustments for certain lease liabilities, plus Marcum's finance lease obligations settled by the Company at close. (2) Reflects the fair value of 13.6 million shares to be issued as Transaction consideration. As defined in the Merger Agreement, the total number of shares to be issued was calculated on November 1, 2024, using the Base Purchase Price of $2,247.7 million less the Cash Payment Amount, assumed liabilities expected to be paid subsequent to 18-months after the closing date, and an adjustment for net working capital and deposit balances divided by $76.84, to arrive at 14.3 million shares. The total number of shares is fixed on November 1, 2024, the closing date of the Transaction. Of the 14.3 million shares, approximately 0.7 million shares represent the share-based compensation awards which are subject to continued service requirements and therefore are not included in Transaction consideration. The remaining 13.6 million shares constitute the share consideration and are included in Transaction consideration, of which approximately 3.1 million shares were delivered on January 2, 2025 and 0.3 million shares were delivered on February 3, 2025. The remaining 10.2 million shares will be delivered in 34 monthly installments starting on March 3, 2025. The estimated fair value of this deferred share consideration was estimated using a Monte Carlo simulation (“MC Simulation”). In the MC Simulation, the stock price is assumed to follow a Geometric Brownian Motion, using the following key assumptions: term of 3.1 years consistent with the issuance schedule outlined in the Merger Agreement, risk-free rate, stock price as of October 31, 2024, and volatility of 35% based on the weekly historic volatility observed in the Company and guideline companies. The Company fully financed the Cash consideration for the Transaction by borrowing under its 2024 Credit Facilities, as described in Note 10, Debt and Financing Arrangements. The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date). The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Marcum, with the excess recorded as goodwill (in thousands): On November 1, 2024 Fair Value Total consideration transferred $ 1,997,781 Asset acquired: Account receivable 170,139 Unbilled revenue 23,247 Other current assets 25,914 Property and equipment 31,292 Other intangible assets 490,000 Right-of- use asset 164,970 Deferred income taxes, net 3,427 Total identifiable asset acquired 908,989 Liabilities assumed: Account payable 25,370 Accrued personnel costs 44,650 Other current liabilities 27,267 Contingent purchase price assumed (current and non-current) 24,232 Lease liabilities (current and non-current) 172,792 Other non-current liabilities 61,967 Total liabilities assumed 356,278 Net asset acquired 552,711 Goodwill $ 1,445,070 The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information, such as final working capital adjustments, becomes available but no later than one year from the acquisition date. Goodwill Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired. Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position, the enhanced expertise and experiences from the assembled workforce acquired, as well as operating efficiencies and cost savings. As of November 1, 2024, the amount of goodwill deductible for income tax purposes was approximately $379.5 million. The amount of goodwill deductible for tax purposes is expected to fluctuate as the share considerations are delivered to the sellers. As of November 1, 2024, we recognized $1,445.1 million goodwill of which $1,433.5 million was allocated to the Financial Services practice group and $11.6 million was allocated to the Benefit and Insurance Services practice group on a provisional basis. Identifiable Intangible Assets Acquired The following table summarizes key information underlying identifiable intangible assets related to the Transaction (in thousands): Weighted Average Useful Life (in years) Fair Value Client lists 10.0 $ 474,000 Non-competition agreements 3.0 16,000 Unfavorable leaseholds, net 7.9 (7,822) Total $ 482,178 The preliminary estimate of the fair value of the identifiable intangible assets was determined using the methods described below. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements (“ASC 820”). Intangible assets consist of acquired customer relationships and non-competition agreements. ◦ Client list intangible assets were valued using the excess earnings method. The excess earning method of valuation is an approach where the net earnings attributable to the asset being measured are isolated from other “contributory assets” over the intangible asset’s remaining economic life. ◦ Non-competition agreements intangible assets were valued using the discounted earnings method, specifically the with and without method. The with and without method of valuation is an approach that considers the hypothetical impact to the projected cash flows of the business if the intangible asset was not in place. ◦ Unfavorable leaseholds, net are valued using the discounted cash flow approach. The discounted cash flow approach method of valuation is an approach that compares the future contract rents of acquired leases with the projected market rents. If the lease terms are favorable compared to the market, the Company records an asset. If the lease terms are unfavorable as compared to the market, the Company records a liability. Deferred Income Taxes The preliminary purchase allocation includes net deferred tax assets of $3.4 million, primarily related to the deferred taxes established on the right-of-use asset and lease liabilities associated with the operating leases, deferred revenue liabilities, and deferred performance obligations. Pro Forma Financial Information The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Transaction had occurred on January 1, 2023 (in thousands). For the year ended December 31, 2024 2023 Net Sales $ 2,790,091 $ 2,698,828 Net Income $ 111,015 $ 88,371 The foregoing unaudited pro forma amounts have been presented for informational purposes only and are not necessarily indicative of what CBIZ’s results of operations actually would have been had the Transaction been completed on January 1, 2023. In addition, the unaudited pro forma income statements do not intend to project the future operating results of the Company. The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the Transaction: i. additional amortization expense related to intangible assets acquired and net unfavorable leases, ii. additional salary and bonus for Marcum’s partners which have been recognized in equity historically iii. incremental interest expense as a result of Transaction financing and pay down of historical debt of Marcum and the Company iv. adjustment to conform Marcum's process of estimating unbilled revenue at net realizable value to the accounting policy utilized by the Company, v. incremental expense for the performance bonuses and the tail insurance policy as a result of the Transaction, vi. the related tax effects assuming that the Transaction occurred on January 1, 2023. Additionally, the pro forma adjustments also include acquisition related transaction costs of $28.7 million incurred by the Company. These expenses are included in Corporate general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 and are reflected in pro forma earnings for the year ended December 31, 2023 in the table above. The majority of the operating results of Marcum are reported in the Financial Services Practice group and the remainder of the operating results are reported in the Benefit and Insurance Services practice group. Other Acquisitions During the years ended December 31, 2024 and 2023, in addition to the Transaction discussed above, we also completed the following immaterial acquisitions: • Effective February 1, 2024, we acquired all of the assets of Erickson, Brown & Kloster LLC ("EBK"). EBK, based in Colorado Springs, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries. Operating results for EBK are reported in the Financial Services practice group. • Effective March 1, 2024, we acquired all the assets of CompuData, Inc ("CompuData"). CompuData, based in Philadelphia, Pennsylvania, is a provider of technology services and solutions, such as Cloud Hosting, ERP Solutions, IT Security and Managed IT Services. Operating results for CompuData are reported in the Financial Services practice group. • Effective June 1, 2024, we acquired all of the assets of Educational & Institutional Insurance Administrators, Inc ("EIIA"). EIIA, based in Chicago, Illinois, is a provider of private higher education specific insurance and risk management programs and services. Operating results for EIIA are reported in the Benefits and Insurance practice group. • Effective October 1, 2024, we acquired all of the assets of Hoover Financial Advisors, Inc ("Hoover"). Hoover, based in Indianapolis, Indiana, is a provider of financial planning advice for individuals, families, and small businesses. Operating results of Hoover are reported in the Benefits and Insurance Services practice group. • Effective January 1, 2023, we acquired all of the assets of Danenhauer and Danenhauer, Inc. ("Danenhauer and Danenhauer"). Danenhauer and Danenhauer, based in California, is a provider of forensic accounting, business valuation, expert witness testimony, and other services for businesses and individuals. Operating results for Danenhauer and Danenhauer are reported in the Financial Services practice group. ◦ Effective February 1, 2023, we acquired the non-attest assets of Somerset CPAs and Advisors ("Somerset"). Somerset, based in Indianapolis, Indiana, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries. Operating results for Somerset are reported in the Financial Services practice group. ◦ Effective June 1, 2023, we acquired all of the assets of Pivot Point Security ("PPS"). PPS, based in Hamilton, New Jersey, is a provider of cyber and information security, and compliance services for small and middle market businesses. Operating results for PPS are reported in the Financial Services practice group. ◦ Effective June 1, 2023, we acquired all of the assets of Ickovic and Co. PC ("Ickovic and Co."). Ickovic and Co., based in Denver, Colorado, is a provider of bespoke services and solutions for high-net-worth individuals, business owners and executives. Operating results for Ickovic and Co. are reported in the Financial Services practice group. ◦ Effective July 1, 2023, we acquired all of the assets of American Pension Advisors, Ltd. ("APA"). APA, based in Indianapolis, Indiana, is a provider of full-service retirement plan consulting and administration assisting more than 1,200 clients in the design, implementation, and administration of all types of retirement plans including 401(k), 403(b), 457(b), defined benefit and cash balance. Operating results for APA are reported in the Benefits and Insurance Services practice group. Total purchase price consideration for the acquisitions of EBK, CompuData, EIIA, and Hoover (together, the “Other 2024 Acquisitions”) was $42.2 million, of which $24.0 million was paid in cash, $2.4 million in our Common Stock, and $15.8 million in contingent purchase considerations. The Other 2024 Acquisitions added approximately $28.7 million incremental revenue in 2024. Total purchase price consideration for the acquisitions of Danenhauer and Danenhauer, Somerset, PPS, Ickovic and Co., and APA (together, the "2023 Acquisitions") was $90.0 million, of which $53.0 million was paid in cash, $4.8 million in our Common Stock, and $32.1 million in contingent purchase considerations. The 2023 Acquisitions added approximately $64.9 million in incremental revenue in 2023. Pro forma results of operations for both the Other 2024 Acquisitions and the 2023 Acquisitions are not provided due to limitations in retrospective application of estimates to historical financial information as well as the immateriality of such information as compared to our total revenue and net income for year ended December 31, 2024 and 2023, respectively. The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the Other 2024 Acquisitions and the 2023 Acquisitions for the twelve months ended December 31, 2024 and 2023, respectively (in thousands): Twelve Months Ended December 31, 2024 2023 Financial Services Benefits & Insurance Financial Services Benefits & Insurance Goodwill $ 25,237 $ 2,345 $ 41,322 $ 3,932 Client list 10,514 2,644 33,196 2,053 Other intangibles — — 18 — Total $ 35,751 $ 4,989 $ 74,536 $ 5,985 Goodwill from the Other 2024 Acquisitions and 2023 Acquisitions is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired. Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position, the enhanced expertise and experiences from the assembled workforce acquired, as well as operating efficiencies and cost savings. Client lists generally have an expected life of 10 years, and other intangibles, primarily non-compete agreements, have an expected life of 3 years. Client lists and non-compete agreements are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets. Other Disclosures The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions during the year ended December 31, 2024 and 2023, respectively (in thousands): 2024 2023 Net expense 6,994 2,743 Cash settlement paid 56,594 45,010 Shares issued (number) 126 140 |