Q2 2024 CBIZ Inc Earnings Call

Operator: Ladies and gentlemen, this is the conference operator. We thank you for joining this morning's CBIZ conference call. The call will begin momentarily. Once again, we do thank you for joining us. If you do need assistance while you're waiting, please press star and zero.

Operator: Ladies and gentlemen, this is the conference operator.

Ladies and gentlemen, this is the conference operator, we thank you for joining this morning's conference call. The call will begin momentarily. Once again, we do thank you for joining us if you need assistance, while you're waiting please press star and zero again and the call will begin momentarily. Thank you.

Operator: We thank you for joining this morning's CBIZ conference call. The call will begin momentarily. Once again, we do thank you for joining us.

Operator: Again, the call will begin momentarily. Thank you. Thank you.

Operator: We do need assistance while you're waiting. Please press start and zero. Again, the call will begin momentarily. Thank you. .

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Operator: Help us make more films. Become a Patron today. Click to learn more. Or visit our website at www.patreon.com Click to learn more. ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? © BF-WATCH TV 2021, Good morning and welcome to the CBIZ second quarter and first half 2024 results and the Markham Acquisition Conference call. All participants will be in a listen-only mode.

Lori Novickis: Good morning, and welcome to the CBIZ second quarter in first half, 2024 results, and the Markham acquisition conference call. All participants will be in a listen-only mode; should you need assistance, please single conference specialists by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one on your telephone keypads. So, if you draw your questions, you may press star and two. There's also note today's event is being recorded.

Speaker Change: Good morning, and welcome to the <unk> second quarter, and first half 'twenty 'twenty four results and the Mark on the acquisition conference call.

Speaker Change: All participants will be in a listen only mode.

Operator: Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press the star key and then one on your telephone keypad.

Speaker Change: You need assistance. Please signal a conference specialist by pressing the star key followed by zero.

Speaker Change: After todays presentation, there will be an opportunity to ask questions.

Speaker Change: To ask a question you May press Star and then one on your telephone keypad.

Operator: So you can withdraw your questions when you press star and two. Please also note today's event is being recorded. At this time, I would like to turn the floor over to Lori Novickis, Director of Corporate Relations. Ma'am, you may begin.

Speaker Change: Withdraw your question Jimmy Press Star two.

Speaker Change: Please also note today's event is being recorded.

Lori Novickis: This time, I would like to turn the floor over to Lori Novickis, Director of Corporate Relations. Then, you may begin.

Lori Novickis: I would like to turn the floor over to Lori <unk> director of corporate relations ma'am.

Lori: You may begin.

Lori Novickis: Good morning, everyone, and thank you for joining us on today's conference call to discuss the second quarter in first half, 2024 results, and the Markham acquisition, which was also announced this morning. As a reminder, this call being webcasts, and a link to the live webcast can be found on our Investor Relations page of our website, cdes.com. A replay in transcript will also be made available after the call. Approved releases in investor presentations for both a second quarter in first half results and the Markham acquisition have been posted to the Investor Relations page of our website.

Lori Novickis: Good morning, everyone, and thank you for joining us on today's conference call to discuss CBIZ second quarter and first half 2024 results and the Markham acquisition, which was also announced this morning. As a reminder, this call is being webcast, and a link to the live webcast can be found on the Investor Relations page of our website, CBIZ.com. A replay and transcript will also be made available after the call.

Lori Novickis: Good morning, everyone and thank you for joining us on today's conference call to discuss the second quarter and first half 2024 results and the market position, which was also announced this morning.

Speaker Change: A reminder, this call is being webcast and a lead to a live webcast can be found on our Investor Relations page of our website <unk> com.

Lori Novickis: A replay and transcript will also be made available after the call.

Lori Novickis: The press releases and investor presentations for both our second quarter and first half results and the Markham acquisitions have been posted to the investor relations page of our website. We will begin with our prepared remarks on our financial results and then discuss the Markham acquisition, followed by Q&A. The presentation for the Markham Acquisition will be referenced during this call and again be posted on our website. Before we begin, we would like to remind you that during the call, management may discuss certain non-GAAP financial measures.

Our press releases in Investor presentations for both second quarter and first half results and the Marcum acquisition have been posted to the Investor Relations page of our website.

Lori Novickis: We will begin with our prepared remarks of our financial results and then discuss the Markham acquisition, followed by Q&A. The presentation for the Markham acquisition will be referenced during this call and, again, is posted on our website.

Great.

Lori Novickis: We will begin with our prepared remarks.

Lori Novickis: Our financial results and then discuss tomorrow.

Lori Novickis: <unk> followed by Q&A.

Lori Novickis: The presentation for the Martin acquisition will be referenced during this call and again, it's posted on our website.

Lori Novickis: Before we begin, we would like to remind you that during the call, management may discuss certain non-GAAP financial measures. Reconciliation of these measures can be found at the financial tables of today's press releases and investor presentations.

Lori Novickis: Before we begin we would like to remind you that during the call management may discuss certain non-GAAP financial measures.

Lori Novickis: Reconciliations of these measures can be found in the financial tables of today's press releases and investor presentations. Today's call may also include forward-looking statements regarding our business, financial conditions, results of operations, cash flows, strategies, and prospects, as well as with respect to the Markham transaction. Forward-looking statements represent only estimates at the date of this call and are not intended to give any assurance of future results. Because forward-looking statements relate to matters that haven't yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause future results to differ materially, and CIBIS assumes no obligation to update these statements.

Lori Novickis: Reconciliations of these measures can be found in the financial tables of today's press release and Investor presentation.

Lori Novickis: Today's call may also include four-looking statements regarding our business, financial conditions, results about operations, cash flows, strategies, and prospects, as well as with respect to the Markham transaction. Four-looking statements represent only estimates on the data's call and are not intended to give any assurance of future results. Because forward-looking statements relate to matters that have yet occurred, these statements are inherently subject to risks and uncertainties. Many factors have caused future results to differ materially, and see this assumes no obligation to update these statements. A more detailed description of such factors can be found in today's press releases and in our filings with the Securities and Exchange Commission.

Lori Novickis: A more detailed description of such factors can be found in today's press releases and in our filings with the Securities and Exchange Commission. Finally, we would also like to refer you to important information in today's press releases related to the Markham acquisition and the related proxy solicitations that we will be undertaking. Joining us for today's call are Jerry Grisko, President and Chief Executive Officer, Ware Grove, Chief Financial Officer, and Chris Burial, President of our Financial Services Division. I will now turn the call over to Jerry. Jerry?

Lori Novickis: Today's call May also include forward looking statements regarding our business financial condition results of operation cash flows strategies and prospects as well as with <unk>.

Lori Novickis: The Barclays transaction.

Lori Novickis: Forward looking statements represent only estimates on the date of this call and are not intended to give any assurance teach herself.

Lori Novickis: Because forward looking statements relate to matters.

Speaker Change: Yes, I've heard these statements are inherently subject to risks uncertainties.

Speaker Change: Many factors.

Speaker Change: Future results to differ materially and see this assumes no obligation to update these statements anymore.

Speaker Change: A more detailed description of such factors can be found in today's press releases and in our filings with the Securities and Exchange Commission.

Lori Novickis: Finally, we would also like to show you two important pieces of information in today's press releases related to the Markham acquisition and the related proxy solicitation that we will be undertaking.

Speaker Change: Finally, we would also like to refer you to important information in today's press releases related to the Magnum acquisition and the related proxy.

Speaker Change: The patients that we will be undertaking joy.

Lori Novickis: Joining us for today's call are Jerry Grisco, President and Chief Executive Officer; Ware Grove, Chief Financial Officer; and Chris Spurio, President of our Financial Services Division.

Jerome P. Grisko: Joining us for today's call are Jerry <unk>, President and Chief Executive Officer.

Where growth: Where growth Chief financial Officer.

Speaker Change: <unk> President of our financial services Division.

Jerry Grisco: I will now turn the call over to Jerry. Thank you, Laurie.

Gerry: I will now turn the call over to Gerry Gerry Thank.

Jerome P. Grisko: Thank you, Lori. Good morning, everyone. Earlier today, we announced our agreement to acquire Marble, the 13th largest accounting firm in the country. When this transaction closes, our combined business will have revenues of approximately $2.8 billion, comprise a team of over 10,000 professionals, and serve more than 135,000 clients. Together, we will solidify our position as a leading provider of professional advisory services to middle market clients and become the seventh largest accounting services provider in the nation. We plan to devote a considerable amount of our time this morning walking through some of the specific details around this transaction.

Jerry Grisco: Good morning, everyone. Earlier today, we announced our agreement to acquire Markham, the 13th largest accounting firm in the country. When this transaction closes, our combined business will have revenues of approximately $2.8 billion, comprise a team of over 10,000 professionals, and serve more than 135,000 clients. Together, we will solidify our position as a leading provider of professional advisory services to middle-market clients and become the several largest accounting services provider in the nation. We plan to devote a considerable amount of our time this morning walking through some of the specific details around this transaction.

Gerry Gerry: Thank you Lori and good morning, everyone earlier today, we announced our agreement to acquire Martin.

Gerry: Turkey's largest accounting firms in the country.

Gerry Gerry: When this transaction closes our combined business will have revenues of approximately $2 $8 billion.

Speaker Change: Prior to the team of over 10000 professionals and serve more than 135000 clients.

Gerry: We will solidify our position as a leading provider.

Gerry: Professional advisory services to middle market clients.

Gerry: The second largest accounting services provider in the nation.

Gerry: We plan to devote a considerable amount of our time this morning walking through some of the specific details around this transaction.

Jerome P. Grisko: But before I do that, I want to first outline our financial performance for the second quarter. And then we'll ask Ware Grove, our CFO, to provide additional details on our results. So let's begin with our financial results. We are pleased to report that our second quarter results were generally in line with internal expectations and that the overall health of our business remains strong. For the second quarter, total revenue was up 5.4%, with total revenue up 7.2% for the first half of the year. To better understand our performance today and some of the factors impacting our results, I want to start by unpacking some of the unique headwinds we face.

Jerry Grisco: But before I do that, I want to first outline our financial performance for the second quarter, and then we'll ask Ware Grove, our CFPH, to provide additional details on our results. So let's begin with our financial result. We are pleased to report that our second quarter results were generally in line with internal expectations. And that the overall health of our business remains strong. For the second quarter, total revenue is up 5.4%, with total revenue up to 7.2% for the first half of the year.

Speaker Change: But before I do that I want to first of all with our financial performance for the second quarter, and then we'll ask where growth.

Speaker Change: Provides additional details on our results.

Speaker Change: So let's begin with our financial results.

Speaker Change: I'm pleased to report that our second quarter results were generally in line with internal expectations.

Gerry: Overall health of our business remains strong for the second quarter total revenue was up five 4% with total revenue up to seven 2% for the first half of the year.

Jerry Grisco: To better understand our performance today, and some of the factors impacting our results. I want to start by unpacking some of the unique headlines we face this quarter. As a reminder, we typically caution against comparing any given quarter to the same period in the prior year, as we occasionally experience more volatility in our financial results quarter to quarter.

Gerry: To better understand our performance to date some of the factors impacting our results.

Gerry: Let us start by attacking some of the unique headwinds we faced this quarter.

Jerome P. Grisko: As a reminder, we typically caution against comparing any given quarter of the year to the same period in the prior year, as we occasionally experience more volatility in our financial results quarter over quarter. I want to start by describing a specific event within our property and casualty insurance program. Our results for the second quarter and first half include the impact of the exit of a small team of producers and support personnel within this business and the loss of a number of clients served by this group. Fortunately, this type of event is very rare for CBIZ, and we have contractual agreements in place to mitigate these scenarios.

Gerry: As a reminder, we typically caution against comparing any given quarter or year to the same period in the prior year as we occasionally experience more volatility in our financial results quarter over quarter.

Jerry Grisco: I want to start by describing a specific event within our property and casualty insurance business. Our results from the second quarter and first half include the impact of the exit of a small team of producers' support personnel within this business, and the loss of a number of clients served by this group. Fortunately, this type of event is very rare for seeders, and we have contractual agreements in place to mitigate these scenarios. We are currently pursuing our legal remedies relating to this matter. That said, the impact of this event equates to three cents that jumped in EPS for the second quarter and for the first half of the year.

Gerry: I want to start by describing the bands within our property and casualty insurance business.

Gerry: Our results for the second quarter and first half include the impact of the exit of a small team of producers and support personnel in this business and the loss of a number of clients served by the <unk>.

Speaker Change: Fortunately this type of debt is very well received as well.

Gerry: Have contractual agreements in place to mitigate these areas.

Jerome P. Grisko: We are currently pursuing our legal remedies relating to this matter. That said, the impact of this event equates to three cents of adjusted EPS for the second quarter and the first half of the year. In addition to the business impact, we also saw an increase in related legal... Next, we incurred approximately $6.7 million in expenses in the second quarter relating to the Martin Transition. And finally, while the business climate has remained fairly stable through the first half of the year, we did experience some delays for our more project-based discretionary services and did see some businesses shift timelines for investments in systems and implementations in areas like payroll. In our experience, any client concerns around economic uncertainty and the potential for regulatory changes are only amplified during a major election year like the one we are facing.

Gerry: We are currently pursuing our legal remedies relating to this.

Gerry: That said the impact of this event equates to three <unk> adjusted EPS for the second quarter for the first half of the year.

Jerry Grisco: In addition to the business impact, we also saw an increase in related legal expenses.

Gerry: In addition to the business impact we also saw a decrease in related legal expenses.

Jerry Grisco: Next, we incurred approximately 6.7 million dollars in expenses in the second quarter relating to the Marvin transaction. And finally, while the business climate has remained fairly stable to the first half of the year, we can experience some delays for our more project-based discretionary services and did see some business shift timelines for investments in systems and implementations in areas like payroll. In our experience, any client concerns around economic uncertainty and the potential for regulatory changes are only amplified during a major election year like the one we are facing. As a reminder, our business model includes a significant number of variable and discretionary expenses and other levers that we can pull to mitigate the impact on the bottom line if revenue for the remainder of the year comes in lower than expected.

Gerry: Next we incurred approximately $6 $7 million in expenses in the second quarter relating to the merger transaction.

Gerry: And finally, while the business climate has remained fairly stable through the first half of the year. We did experience some delays for our more project based discretionary services and did see some business to ship timeline for investments in systems and implementations and areas like payroll.

Gerry: And our experienced any client concerns around economic uncertainty and the potential for regulatory changes are only amplified during a major election year like the one we are facing.

Jerome P. Grisko: As a reminder, our business model includes a significant number of variable and discretionary expenses and other levers that we can pull to mitigate the impact on the bottom line if its revenue for the remainder of the year comes in lower than expected. Now, I would like to briefly touch on the performance of our two major divisions. For our Financial Services Division, we were pleased to experience continued steady demand for our core accounting and tax services.

Gerry: As a reminder, our business model includes a significant number of variable and discretionary expenses and other levers that we can pull to mitigate the impact on the bottom line.

Gerry: Revenue for the remainder of the year lower than expected.

Jerry Grisco: Now, I would like to briefly touch on the performance of our two major divisions. For our financial services division, we were pleased to experience continued steady demand for our core counting attack services. However, our revenue in this division was impacted as a result of a significant amount of project revenue realized in the second quarter of last year that did not recur to the same degree in the same period this year. Also, within our advisory services, we experienced the impact of a more subdued M&A market than expected, with transactions buying being mainly smaller volt ideals compared with larger platform deals.

Jerome P. Grisko: However, our revenue in this division was impacted as a result of a significant amount of project revenue realized in the second quarter of last year that did not recur to the same degree in the same period that you have. Also, within our advisory services, we experienced the impact of a more subdued M&A market than expected, with transaction volume being mainly smaller bolt-on ideals compared with larger platforms. That said, we continue to see strong demand for services that support the private equity industry, including Strategic FP&A and Office of the CFO Services, as well as our evaluation team. Additionally, our government health care consulting business continued its rebound and demonstrated strong momentum with growth in new projects when compared to the same period last year.

Gerry: Now I would like to briefly touch on the performance of our two major divisions.

Gerry: For our financial services Division, we were pleased to experience continued steady demand for our core accounting and tax services. However.

Gerry: However, our revenue in this division was impacted as a result of a significant amount of project revenue realized in the second quarter of last year that did not recur to the same degree in the same period this year.

Gerry: Also within our advisory services, we experienced the impact of a more subdued M&A market. They are expected with <unk>.

Speaker Change: Transaction volume being mainly smaller bolt on deals compared with larger platforms.

Jerry Grisco: That said, we continue to see strong demand for services that support the private equity industry, including strategic FDNA and office of the CFO services, as well as our valuation services. Our government health care consulting business continued its rebound and demonstrated strong momentum with growth in new projects when compared to the same period last year. Looking ahead, this group enters into the second half of the year with a healthy pipeline of new opportunities.

Gerry: That said, we continue to see strong demand for services that support the private equity industry.

Speaker Change: Including strategic SG&A opposite.

Gerry: Office of the CFO services as well as our valuation.

Gerry: Our government healthcare consulting business continued its rebound and demonstrating strong momentum with growth in new projects when compared to the same period last year.

Jerome P. Grisko: Looking ahead, this group enters the second half of the year with a healthy pipeline of new opportunities. Turning to our Benefits and Insurance Division, where after we adjust for the impact of the PNC event, we achieve total revenue growth across each of our major services. The quarter-over-quarter comparison of Morgan and Ernie's contribution was negatively impacted by staffing investments that we made within this division in the second half of 2023 to support the growth that we've experienced over the past several years. In summary, our quarter-over-quarter earnings were impacted by the items discussed earlier.

Gerry: Looking ahead this group entrance into the second half of the year with a healthy pipeline of new opportunities.

Jerry Grisco: Now, turning to our benefits and insurance division, where after we adjust the impact of the P and C event, we achieved total revenue growth across each of our major service lines. The core growth reporter comparison of Martin and Ernie's contribution was negatively impacted by staffing investments that we made within this division in the second half of 2023 to support the growth that we experienced over the past several years. In summary, our core growth reporter Ernie's work impacted by the items discussed earlier, but the underlying health of the business remains strong, and we are optimistic about the prospects of the business for the remainder of the year.

Speaker Change: Now turning to our benefits and insurance Division, where after we adjust for the impact of the P&C event, we achieved total revenue growth across each of our major service lines.

Speaker Change: Quarter over quarter comparison of margin and earnings contribution was negatively impacted by staffing investments that we made within this division in the second half of 2023 to support the growth that we've experienced over the past several years.

Gerry: In summary, our quarterly reported earnings were impacted by the items discussed earlier, but the underlying health of the business remains strong and we are optimistic about the prospects of the business.

Jerome P. Grisko: But the underlying health of the business remains strong, and we are optimistic about the prospects of the business for the remainder of the year. I will now turn it over to Ware to discuss more details on our performance in the second quarter and the first half of the year. Thank you, Jerry, and good morning, everyone.

Gerry: The remainder of the year.

Ware Grove: I will now turn over to where to discuss more details on our performance of the second quarter in the first half of the year. Where?

Speaker Change: I will now turn it over to where it can discuss more details on our performance in the second quarter and the first half of the year where.

Ware Grove: Thank you, Ernie, and good morning, everyone. Of course, the big news today is the announcement that we have reached a definitive agreement to acquire Markham. With revenue of approximately $1.2 billion, this transaction is a major step forward for students. In a moment, Chris Ferrier, president of our financial services division, along with Jerry and I, will review highlights of this transaction.

Where growth: Thank you Jerry and good morning, everyone.

Ware H. Grove: Of course, the big news today is the announcement that we have reached a definitive agreement to acquire Mark... With revenue of approximately 1.2 billion dollars, this transaction is a major step forward for CBIZ. In a moment, Chris Perreault, President of our Financial Services Division, along with Jerry and I, will review the highlights of this transaction. First, let me make a few brief comments on the second quarter and year-to-date numbers we released this morning.

Speaker Change: Of course, the Big news today is the announcement that we have reached a definitive agreement to acquire Martin.

Speaker Change: Revenue of approximately $1 $2 billion. This transaction is a major step forward for <unk>.

Speaker Change: In a moment, Chris <unk> President of our financial services Division, along with Jerry and I will review highlights of this transaction.

Ware Grove: The first, let me make a few brief moments on the second quarter and year-to-date numbers we released this morning. Second quarter and year-to-date results include approximately $6.7 million of costs associated with diligence and other professional fees related to the Markham. Those costs and other acquisition-related costs have been eliminated to present adjusted earnings for share. You will see those costs outlined in the schedules included in the release, that repensile EPS to adjusted EPS. There are a number of items included in the second quarter this year that resulted in unusual year-of-year comparisons. We do not provide guidance on a quarterly basis, but because of those items, we expected the quarter this year to be relatively flat compared to the second quarter of the year ago.

Ware H. Grove: Second quarter and year-to-date results include approximately $6.7 million of costs associated with diligence and other professional fees related to the Markham transaction. Both these costs and other acquisition-related costs have been eliminated to present adjusted earnings per share. You will see those costs outlined in the schedules included in the release that reconcile GAAP EPS to adjusted EPS. There are a number of items included in the second quarter this year that resulted in an unusual year-over-year comparison and do not provide guidance on a quarterly basis. But because of those items, we expected the quarter this year to be relatively flat compared to the second quarter a year ago. Let me unpack the highlights.

Speaker Change: But first let me make a few brief comments on the second quarter and year to date numbers. We released this morning.

Gerry: Second quarter and year to date results include approximately $6 $7 billion of costs associated with diligence and other professional fees related to the Markham transaction.

Gerry: Those costs and other acquisition related costs have been eliminated.

Gerry: Adjusted earnings per share.

Gerry: You will see those costs outlined in the schedule was included in the release that reconciles GAAP EPS.

Gerry: E P.

Gerry: Yes.

Gerry: There are a number of items included in the second quarter of this year, resulting in an unusual year over year comparisons.

Gerry: We do not provide guidance on a quarterly basis, but because of those items, we expect to deploy this year to be relatively flat compared to the second quarter in Europe.

Ware Grove: Let me unpack the highlights. A year ago in 2023, we did a considerable number of employer retention tax credit filings for strategically important seem as clients. Second quarter of this year, we generated $2.6 million less of non-recurring project revenue in connection with those filings. This activity was highly profitable, with the majority dropping to the bottom line. The lower level of this non-recurring tax project were presented second quarter-peck when this year impacting adjusted earnings for share by four cents per share. In addition, we have talked about our intentional migration from client relationships that do not meet minimum thresholds of profitability.

Gerry: Let me unpack the highlights.

Ware H. Grove: A year ago, in 2023, we did a considerable number of employer retention tax credit filings for strategically important CBIZ clients. In second quarter this year, we generated $2.6 million less of non-recurring project revenue in connection with those pilots. This activity was highly profitable, with the majority dropping to the bottom line. The lower level of this non-recurring tax project work presents a second quarter headwind this year, impacting adjusted earnings per share by four cents per share.

Gerry: A year ago in 'twenty two 'twenty three we did a considerable number of employee retention tax credit filings for strategically important seem as clients.

Gerry: Second quarter. This year, we generated $2 $6 million less nonrecurring project revenue.

Gerry: In connection with those filings.

Gerry: This activity was highly profitable with a majority of dropping to the bottom line.

Gerry: The lower level of their solid recurring tax project work presents a second quarter headwind this year impacting adjusted earnings per share by <unk> <unk> per share.

Ware H. Grove: In addition, we have talked about our intentional migration from quiet relationships that do not meet minimum thresholds of profitability. In 2023, late in the year, we made intentional decisions to resign or exit certain client relationships. Of course, over time, replacing those marginal profitable clients is a very positive move. But in the short run, we may experience temporary shortfalls until new or attractive business ramps up. And this impacted quarterly revenue by approximately $2.3 million this year compared to last year.

Gerry: In addition, we have talked about our intentional migration from client relationships that do not meet the thresholds of profitability.

Ware Grove: In 2023, late in the year, we made intentional decisions to resign or exit certain client relationships. Of course, over time, replacing those marginal, profitable clients is a very positive move. But in the short run, we may experience temporary shortfalls until new or attractive business ramps up. And this impacted quarterly revenue by approximately $2.3 million this year compared to last year.

Gerry: And 'twenty twenty-three late in the year, we made intentional decisions to reside or exit certain client relationships.

Gerry: Course overtime, replacing those marginal profitable clients is a very positive note.

Gerry: But in the short run we may experience temporary shortfalls until new more attractive business ramps up and that's impacted quarterly revenue by approximately two $3 million this year compared to last year.

Ware Grove: As Gary mentioned, there was an incident where six seed is personnel within our property and casually insurance southeast region left seed is enjoying the competitor. This incident involved a loss of client relationships that would have otherwise generated revenue planned in 2024. There is litigation underway addressing the breach of restricting costs. We are not at liberty to comment on further details. I can share with you that the second quarter revenue was impacted by approximately $2.5 million, with an earnings per share impact of approximately three cents per share.

Ware H. Grove: As Jerry mentioned, there was an incident where six CBIZ personnel within our property and casualty insurance southeast region left CBIZ and joined a competitor. This incident involved a loss of client relationships that would have otherwise generated revenue planned in 2024. There is litigation underway addressing the breach of restrictive custody.

Speaker Change: As Jerry mentioned, there was an incident, where six C. This personnel within our property and casualty insurance southeast region, well see this enjoying a competitor.

Jerry: This incident involved the loss of client relationships that would've otherwise generally generated revenue plans in 'twenty 'twenty four.

Speaker Change: This litigation underway addressing a breach of restricted covenants were not at Liberty to comment on further details I can share with you that the second quarter revenue was impacted by approximately two and a half million dollars with an earnings per share impact of approximately three cents per share.

Ware H. Grove: We are not at liberty to comment on further details, but I can share with you that the second quarter revenue was impacted by approximately $2.5 million, with an earnings per share impact of approximately 3 cents per share. At the end of the first quarter, I commented that our self-insured health benefits program was incurring higher-than-normal claims costs. This tends to be somewhat unpredictable, and this higher level of claims cost has continued into the second quarter with an incremental two cents per share impact in the second quarter, and then a year-to-date impact of five cents per share.

Ware Grove: At the end of the first quarter, I commented that our self-insured health benefits program was incurring higher-than-normal claims costs. This tends to be somewhat unpredictable, and this higher level of claims costs has continued into the second quarter, with an incremental two cents per share impact in the second quarter and then a year-to-date impact of five cents per share. And finally, as we are achieving higher growth rates in recent years for our benefits and insurance business, we increase client service staffing levels in the second half of last year to support a growth. As a result, comparisons to the first half this year are headwinds and impact earnings per share by approximately two cents per share and impact your day results by three cents per share.

Gerry: At the end of the first quarter I commented that our self insured health benefits program was incurred higher than normal claims costs.

Gerry: This tends to be somewhat unpredictable and this higher level of claims costs has continued into the second quarter with an incremental two cents per share impact in the second quarter, and then a year to date impact of five cents per share.

Ware H. Grove: And finally, as we are achieving higher growth rates in recent years for our benefits and insurance business. We increased client service staffing levels in the second half of last year to support our growth. As a result, comparisons to the first half of this year are headwinds and impact earnings per share by approximately $0.02 per share and impact year-to-date results by approximately $0.03.

Gerry: And finally, we are achieving higher growth rates in recent years for our benefits and insurance business. We increased client service staffing levels in the second half last year to support our growth.

Gerry: As a result comparisons to the first half this year, our headwinds and impact earnings per share by approximately <unk> <unk> per share and in fact year to date results by three cents per share.

Ware Grove: Same unit revenue in the second quarter was up by 2.8%, with acquisitions contributing an additional 2.6% growth compared with last year. For the six months this year, same unit revenue grew by 4.4%, with acquisitions contributing another 2.7% to revenue growth this year compared with last year. Within financial services, for the second quarter, total revenue was up 6.3%, and same unit revenue for the second quarter was up 3.0%. For the six months, total revenue within financial services was up 7.5%; same unit revenue for the six months was up 4.1%. Within benefits and insurance for the second quarter, total revenue was up 1.6%.

Ware H. Grove: Same unit revenue in the second quarter was up by 2.8%, with acquisitions contributing an additional 2.6% growth compared with last year. For the six months this year, same unit revenue grew by 4.4%, with acquisitions contributing another 2.7% to revenue growth this year compared with last year. Within financial services, for the second quarter, total revenue was up 6.3%, and same unit revenue for the second quarter was up 3.0%.

Gerry: Same unit revenue in the second quarter was up by two 8% with acquisitions contributing an additional two 6% growth compared with last year.

Gerry: For the six months. This year same unit revenue grew by four 4% with acquisitions contributing another 2.7% revenue growth this year compared with last year.

Gerry: Within financial services for the second quarter total revenue was up six 3% and same unit revenue for the second quarter was up three point held for sale.

Ware H. Grove: For the 6 months, total revenue within financial services was up 7.5%, same unit revenue for the 6 months was up 4.1%, and within benefits and insurance, for the second quarter, total revenue was up 1.6%. Impacted by the property and casualty incident that I referenced earlier, same unit revenue was up 0.7%. Absent the impact of this second quarter incident, same unit revenue would have grown approximately 3.8. For the six months, same unit revenue grew by 4.2%. And absent the PNC incident, same unit growth for the six months would have been 5.7. During the first half of 2024, we completed three acquisitions. EBK, CompuData, and EIIA.

Gerry: For the six months total revenue within financial services was up seven 5% same unit revenue for the six months was up four 1%.

Gerry: But then the benefits and insurance for the second quarter total revenue was up one 6%.

Ware Grove: Impacted by the property and capital that I referenced earlier, same unit revenue was up 0.7%. Absent the impact of this second quarter incident, same unit revenue would have grown approximately 3.8%. For the six months, same unit revenue grew by 4.2%, and absent the P and C incident, same unit growth for the six months would have been 5.7%.

Gerry: Impacted by the property and casualty.

Gerry: That I referenced earlier same unit revenue was up 0.7%.

Gerry: Absent the impact of the second quarter and so that same.

Gerry: Same unit revenue would have grown approximately three 8%.

Gerry: For the six months same unit revenue grew by four 2%.

Gerry: And absent the PNC yesterday same unit growth for the six loss would've been five 7%.

Ware Grove: During the first half of 2024, we completed three acquisitions: EVK, Compute Data, and EIA. We are extremely pleased to have these people and those teams on board this year. They are performing in line with our expectations.

Gerry: During the first half of 'twenty 'twenty four we completed three acquisitions E V K coffee data at E I E.

Ware H. Grove: We're extremely pleased to have these people and those teams on board this year. They're performing in line with our expectations. Turning to the cash flow and balance sheet, on June 30, 2024, the balance outstanding on the $600 million unsecured facility was $381 million, with about $210 million of unused capacity, with leverage of approximately 1.7 times adjusted EBITDA. This provides plenty of capacity.

Speaker Change: We're extremely pleased to have these people in those teams on board. This year are performing in line with our expectations.

Ware Grove: Now turning to the cash flow and balance sheet. On June 30th, 2024, the balance outstanding on the $600 million unsecured facility was $381 million, with about $210 million of unused capacity. With leverage of approximately 1.7 times adjusted EVK, dot this provides plenty of capacity. For the upcoming Markham acquisition, we have a financing commitment to place, and in a moment I will share details of the financing plan for the Markham acquisition. In the first half of this year, we used approximately $68 million for acquisitions, including earn-out payments on previously closed transactions. For earn out payments, we expect to use approximately $16.6 million over the remainder of this year, approximately $40.2 million next year, in 2025 approximately $15.9 million in 2026, and then another $7.5 million in 2027.

Speaker Change: I'm turning to the cash flow and the balance sheet on June 30th 'twenty 'twenty four the balance outstanding on our 600 million dollar unsecured facility was $381 million was about $210 million of unused capacity.

Speaker Change: With leverage of approximately 1.7 times adjusted EBITDA as it provides plenty of capacity.

Ware H. Grove: For the upcoming Markham acquisition, we have financing commitments in place. In a moment, I will share details of the financing plan for the Markham acquisition. In the first half of this year, we used approximately $68 million for acquisitions, including earn out payments on previously closed transactions.

Speaker Change: For the upcoming Martin acquisition, we have financing commitments in place and in a moment I will share details of the financing plans for the Martin acquisition.

Speaker Change: In the first half of this year, we used approximately $68 million for acquisitions, including earn out payments on previously closed transactions.

Ware H. Grove: For earn-out payments, we expect to use approximately 16.6 million dollars over the remainder of this year, approximately 40.2 million dollars next year in 2025, approximately 15.9 million dollars in 2026, and then another seven and a half million dollars in 2027. Since the end of 2019, we have closed 23 acquisitions. And we have deployed approximately $457 million of capital for acquisition purposes, including air out payments over that time. Beyond using capital for acquisitions, we have the flexibility and the desire to use capital for share rate purchases.

Speaker Change: For earn out payments, we expect to use approximately $16 $6 million over the remainder of this year approximately $42 million next year in 2020 five.

Speaker Change: $15 $9 million in 2020, six and then another $7 $5 million in 'twenty 'twenty.

Ware Grove: Since the end of 2019, we have closed 23 acquisitions, and we have deployed approximately $457 million of capital for acquisition purposes, including the era of payments over that time. Beyond using capital for acquisitions, we have the flexibility and the desired use capital for share purchases because the Markham transaction has been under consideration for most of this year. We have not been actively purchasing shares today in 2024. Since the end of 2019, we have re purchased approximately $9.4 million in the open market, and that represents slightly more than 17% of the shares outstanding compared to the end of 2019.

Speaker Change: Since the end of 2019, we have closed 23 acquisitions.

Speaker Change: We've deployed approximately $457 million of capital for acquisition purposes, including Europe Amex over that time.

Speaker Change: Beyond using capital for acquisitions, we have the flexibility and the desire to use capital for share repurchases.

Ware H. Grove: Because the Markham transaction has been under consideration for most of this year, we have not been actively repurchasing shares today in 2024. However, since the end of 2019, we have repurchased approximately 9.4 million shares in the open market, and that represents slightly more than 17% of the shares outstanding compared to the end of 2019. Approximately $342 million of capital has been used towards this open market repurchase activity over that time period. Today's outstanding sales on June 30th were 95 days compared with 94 days a year ago.

Speaker Change: Because the Markham transaction has been under consideration for most of this year, we have not been actively repurchasing shares to date in 'twenty 'twenty four.

Speaker Change: Since the end of 2019, we have repurchased approximately nine 4 million shares in the open market and that represents slightly more than 17% of the shares outstanding compared to the end of 2019.

Ware Grove: Approximately $342 million a capital has been used towards this open-market referred to activity over that time period. Today's sales outstanding on June 30 was 95 days compared with 94 days a year ago. Bad debt expense for the first half was 14 basis points of revenue compared to nine basis points a year ago. Depreciation and subsidization expense for the second quarter was nine and a half million dollars compared with $9.2 million last year. Your today depreciation and amortization is $19 million compared to $17.8 million last year. For the full year, we expect depreciation and amortization at approximately $37.6 million this year compared with approximately $36.3 million last year.

Speaker Change: Approximately $342 million of capital used towards this open market repurchase activity over that time period.

Speaker Change: Days sales outstanding on June 30th was 95 days compared with 94 days a year ago.

Ware H. Grove: That debt expense for the first half was 14 basis points of revenue compared to 9 basis points a year ago. Depreciation and amortization expense for the second quarter was $9.5 million compared with $9.2 million last year.

Speaker Change: Bad debt expense for the first half was 14 basis points of revenue compared to nine basis points a year ago.

Speaker Change: Depreciation and amortization expense for the second quarter was $9 $5 million compared with $9 $2 million last year.

Ware H. Grove: Here today, depreciation and amortization is $19 million, compared with $17.8 million last year. For the full year, we expect depreciation and amortization to be approximately $37.6 million this year, compared with approximately $36.3 million last year. For those of you who want to highlight the amortization expense, which is primarily driven by the amortization of intangible assets derived from acquisitions, for the first half of 2024, amortization expense was $12 million, and for the full year, this may be approximately $24 million.

Speaker Change: Year to date, depreciation and amortization of $17 million compared with $17 $8 million last year.

Speaker Change: For the full year, we expect depreciation and amortization at approximately $37 6 million this year compared with approximately $36 $3 million last year.

Ware Grove: For those of you who want to highlight the amortization expense, which is primarily driven by the amortization of intend-to-wass assets derived from the acquisitions. For the first half of 2024, amortization expense was $12 million, and for the full year this may be at approximately $24 million. Capital spending for the first half this year was $7 million, and for the full year we're expecting capital spending within our normal range of approximately $12 to $14 million. The effective tax rate for the six months this year was 26.9%, slightly lower than 27.6% from a year ago. For the full year, we continue to project a tax rate of approximately 28%.

Speaker Change: For those of you don't want to highlight the amortization expense, which is primarily driven by the amortization of intangible assets derived from the acquisitions for the first half of 'twenty 'twenty four amortization expense was $12 million and for the full year, that's maybe a perhaps like $24 million.

Ware H. Grove: Capital spending for the first half of this year was $7 million, and for the full year, we're expecting capital spending within our normal range of approximately $12 to $14 million. The effective tax rate for the first half of this year was 26.9 percent, slightly lower than 27.6 percent from a year ago.

Speaker Change: Capital spending for the first half this year was $7 million and for the full year, we're expecting capital spending within our normal range of approximately $12 million to $14 million.

Speaker Change: The effective tax rate for the six months. This year was 26, 9% slightly lower than 27, 6% from year ago.

Ware H. Grove: For the full year, we continue to project a tax rate of approximately $28,300. We expect the Markham transaction to close in the fourth quarter of this year. When the transaction closes, this will give us an opportunity to talk in more detail about guidance for 2025 at that time. Looking at the core business, we saw a number of non-recurring items impact second quarter and first half growth.

Speaker Change: For the full year, we continue to project a tax rate of approximately 28%.

Ware Grove: We expect the mark on transaction to close in the fourth quarter of this year. When the transaction closes, this will give us an opportunity to talk in more detail about guidance for 2025 at that time. Looking at the core business, we saw a number of non-recurring items in fact second quarter and first half growth. We think second half results will reflect stronger year-over-year growth. The property casually that I described earlier is expected to have an impact on full-year results. We are projecting in full year 2024 adjusted earnings per share impact of approximately six cents per share from this loss business.

Speaker Change: We expect the market transaction to close in the fourth quarter of this year.

Speaker Change: When the transaction closes this will give us an opportunity to talk in more detail about guidance for 'twenty 'twenty five at that time.

Speaker Change: Looking at the core business, we saw a number of nonrecurring items in fact second quarter and first half growth. We think second half results will reflect stronger year over year growth.

Ware H. Grove: We think second half results will reflect stronger year-over-year growth. The profiting casualty incident that I described earlier is expected to have an impact on full year results. We are projecting a full year 2024 adjusted earnings per share impact of approximately six cents per share from this lost fiscal year.

Speaker Change: Our property and casualty yesterday that I described earlier is expected to have an impact on full year results.

Speaker Change: We are projecting our full year 2024 adjusted earnings per share impact of approximately <unk> <unk> per share from this lost business.

Ware Grove: This leads us to reduce full year earnings per share growth from 12 to 14% to 10 to 12% over the $2.41 reported for 2023, which essentially reflects the property casually during the reduction of six cents per share. Absent this impact, the balance of the business is performing well and is in line with our expectations.

Ware H. Grove: This leads us to reduce full-year earnings per share growth from 12 to 14 percent to 12% over the $2.41 reported for 2023, which essentially reflects the property and casualty derivative reduction of $0.06 per share. Absent this impact, the balance of the business is performing well and is in line with our expectations. So considering this property casually related adjustment and excluding any future impact of the Markham transaction, I can recap full year guidance for 2024 as follows.

Speaker Change: This leaves us to reduce full year earnings per share growth from 12% to 14%.

Speaker Change: 10% to 12% over the $2 41 reported for 2023 which is essentially reflects the property and casualty German reduction of six cents per share.

Speaker Change: Absent this impact the balance of the business is performing well and is in line with our expectations.

Ware Grove: So considering this property casually related adjustment and excluding any future impact of the mark on transaction, I could recap full year guidance for 2024 as follows. We expect total revenue to increase within a range of seven to nine percent for the year. The app reported earnings per share is expected to increase within a range of six to eight percent over the $2.39 reported for 2023. On an adjusted basis, we expect 2024 adjusted earnings per share to increase within a range of 10 to 12 percent over the adjusted earnings per share of $2.41 that was reported in 2023.

Speaker Change: So considering this property and casualty related adjustment and excluding any future impact of the mark of a transaction I can recap full year guidance for 'twenty 'twenty four is false.

Ware H. Grove: We expect total revenue to increase within a range of 7 to 9% for the year. GAAP reported earnings per share is expected to increase within a range of 6% to 8% over the $2.39 reported for 2023. On an adjusted basis, we expect 2024 Adjusted Earnings Per Share to increase within a range of 10-12% over the Adjusted Earnings Per Share of $2.41 that was reported in 2023. The effective tax rate for the full year this year is expected to be approximately $28,000.

Speaker Change: We expect total revenue to increase within a range of 7% to 9% for the year.

Speaker Change: GAAP reported earnings per share is expected to increase within a range of 6% to 8% over the $2 39 has reported for 2020 three.

Speaker Change: On an adjusted basis, we expect 'twenty 'twenty four adjusted earnings per share to increase within a range of 10% to 12% over the adjusted earnings per share of $2 41 says that was reported in 2023.

Ware Grove: The effective tax rate for the full year is here is expected at approximately 28%. This rate could be impacted either up or down by a number of unpredictable factors.

Speaker Change: The effective tax rate for the full year. This year is expected at approximately 28%.

Jerome P. Grisko: This rate could be impacted either up or down by a number of unpredictable factors. And lastly, the fully diluted weighted average share count is expected within a range of 50 to 50.5 million shares for the full year in 2024. So with those comments, let's turn our attention and discussion to the Markham Acquisition Announcement. Jerry, I'll turn it back over to you.

Speaker Change: This rate could be impacted either up or down by a number of unpredictable factors.

Ware Grove: And lastly, the fully diluted weighted average share count is expected within a range of 50 to 15.5 million shares for the full year in 2024. So, with those comments, let's turn our attention and discussion to the mark and acquisition announcement.

Speaker Change: And lastly, our fully diluted weighted average share count is expected within a range of 50 to 55 million shares for the full year and 'twenty 'twenty four.

Speaker Change: So with those comments, let's turn our attention and discussion to the market the acquisition announcement, Jerry I'll turn it back over to you.

Jerry Grisco: Jerry, I'll turn it back over to you. Thank you. Where we want to use our remaining time to walk through the details of the transaction, the largest in our history, and to answer any questions you may have. We anticipate the transaction to close during the fourth quarter, and until that time, we will continue to operate separate entities. Throughout our presentation today, we'll be referring to our objective of "stronger together," which has been our theme for this transaction, as well as our long history of other successful acquisitions. I kicked off today's call while outlining what the combined organization will be, including revenue of approximately $2.8 billion, more than 10,000 team members serving over 135,000 clients with a strong focus on the middle market.

Jerome P. Grisko: Thank you, Ware. We want to use our remaining time to walk through the details of the transaction, the largest in our history, and to answer any questions you may have. We anticipate the transaction to close during the fourth quarter, and until that time, we will continue to operate as a separate entity. Throughout our presentation today, we will be referring to our objective of Stronger Together, which has been our theme for this transaction, as well as our long history of other successful acquisitions.

Jerry: Thank you, where we want to use our remaining time to walk through the details of the transaction the largest in our history and to answer any questions you may have.

Jerry: We anticipate the transaction to close during the fourth quarter and until that time, we will continue to operate as separate entities.

Robert: Robert presentation today will.

Robert: We will be referring to our objective of stronger together, which has been our theme for this transaction as well as our long history of other successful acquisitions.

Jerome P. Grisko: I kicked off today's call by outlining what the combined organization will be, including revenue of approximately $2.8 billion, more than 10,000 team members, serving over 135,000 clients with a strong focus on the middle market, and positioning us as the seventh largest provider of accounting services nationwide. But more than that, our announcement today is a significant milestone in our nearly 30-year journey to solidify our position as a leading provider of professional advisory services to middle market businesses by offering a breadth of service and depth of expertise unmatched in our industry.

Robert: To kick off today's call by outlining what the combined organization will be.

Robert: Including revenue of approximately $2 $8 billion.

Jerry: More than 10000 team members.

Speaker Change: Serving over 135000 clients with a strong focus on the middle market.

Jerry Grisco: And positioning us as a several largest provider of accounting services nationwide. The more than that, our announcement today is a significant milestone in our nearly 30-year journey to solidifier position as a leading provider, a professional advisory services to middle market businesses, by offering a breadth of service and depth of expertise unmatched in our industries. This acquisition provides us with the scale exponentially accelerating our growth strategy, and to focus our collective resources on areas that will bring even greater value to our teams, our clients, and other key stakeholders. By joining forces, our new organization will be better able to attract and retain the best and brightest talent in our industries by investing in their growth and development, equipping them with the latest and most effective tools and technology to help the performance at their best, and by providing meaningful work and helping clients in their most important opportunities and challenges.

Speaker Change: And positioning us as the second largest provider of accounting services nationwide.

Speaker Change: But more than that our announcement today is a significant milestone in our nearly 30 day 30 year journey to solidify our position as a leading provider of professional and advisory services to middle market businesses.

Speaker Change: By offering a breadth of service a depth of expertise unmatched in our industries.

Jerome P. Grisko: This acquisition provides us with the scale to exponentially accelerate our growth strategy and to focus our collective resources on areas that will bring even greater value to our team, our clients, and other key stakeholders. By joining forces, our new organization will be better able to attract and retain the best and brightest talent in our industry by investing in their growth and development, equipping them with the latest and most effective tools and technology to help them perform at their best, by providing meaningful work and helping clients with their most important opportunities and challenges.

Speaker Change: This acquisition provides us with the scale exponentially accelerate our growth strategy.

Speaker Change: And to focus our collective resources on areas that will bring even greater value to our team our clients.

Speaker Change: Other key stakeholders.

Speaker Change: By joining forces, our new organization will be better able to attract and retain the best and brightest talent our industries by investing in their growth and development equipping them with the latest most effective tools and technology to help them perform at their best.

Speaker Change: By providing meaningful work in helping clients in their most important opportunities and challenges.

Jerry Grisco: It will also offer unmatched throughout the services and depth of expertise to our clients, including our ability to develop new and innovative and actionable solutions. It will enable us to access new sectors and to expand our presence at target industries, and to invest in technology to support data-driven insights and solutions while driving innovation, increasing efficiency, and enhancing performance. Some of the key transactions in terms of features include the enterprise value of approximately $2.3 billion, which is a multiple of 12 times adjusted EBITDA, or 10.1 times, but including the value of a tax asset that was a feature of the transaction.

Speaker Change: Yeah.

Jerome P. Grisko: It will also offer unmatched breadth of services and depth of expertise to our clients, including our ability to develop new and innovative and actionable solutions that will enable us to access new sectors and to expand our presence in target industries, and to invest in technology to support data-driven insights and solutions while driving innovation, increasing efficiency, and enhancing performance. Some of the key transaction terms and features include an enterprise value of approximately $2.3 billion, which is a multiple of 12 times adjusted EBITDA or 10.1 times, but including the value of a tax asset. That was a feature of the transaction.

Speaker Change: It will also offer unmatched breadth of services the depth of expertise to our clients, including our ability to develop new and innovative and actionable solutions.

Speaker Change: It will enable us to access new sectors to expand our presence in targeted industries.

Speaker Change: And to invest in technology to support data driven insights and solutions, while driving innovation, increasing efficiency and enhancing performance.

Jerome P. Grisko: The consideration will be paid approximately 50% in cash and 50% in CBIZ shares, which creates strong alignment with our shareholders and stakeholders. The form of net debt, as Ware indicated, will be about 3.25% times at close, and we expect to de-lever quickly over time. The expected earnings impact will include about a 10% adjusted EPS accretion in year one and growing over a number of years. And the estimated close date, as we indicated, will be the fourth quarter of this year. At this point, I'll turn it over to Chris Spurio, President of our Financial Services Division, to talk about our go-to-market strategy.

Speaker Change: Some of the key transaction terms and features include.

Speaker Change: Enterprise value of approximately $2 $3 billion, which is a multiple of 12 times adjusted EBITDA.

Speaker Change: We're 10, one times when including the value of a tax asset that was a feature of the transaction.

Chris Spurio: The consideration will pay to approximately 50 percent in cash and 50 percent in CV shares, which creates strong alignment with our shareholder stakeholder group. Performance depth depth, as we're indicated, will be about 3.25 percent times at close, and we expect to deliver quickly over time. The effecting earnings impact will include about a 10% adjusted EPS accretion year one in growing over a number of years, and the estimated close data is we indicated it will be the fourth quarter of this year.

Speaker Change: The consideration will be paid approximately 50% in cash and 50% and C b shares, which create strong alignment with our with our shareholder stakeholder group.

Speaker Change: Pro forma net debt as ware indicated.

Speaker Change: We'll be about $3, two 5% times at close and we expect to Delever.

Speaker Change: Quickly over time.

Speaker Change: Do you expect the earnings impact will include about a 10% adjusted EPS accretion in year, one and growing over a number of years.

Speaker Change: And the estimated closing date as we indicated it would.

Speaker Change: We'll be the fourth quarter of this year.

Chris Spurio: At this point, I'll turn it over to Chris Spurio, President of our financial services division, to talk about our code of market strategy. Chris, thank you, Jerry.

Speaker Change: At this point I'll turn it over to Christopher <unk> President of our financial services Division to talk about our go to market strategy Chris.

Christopher: Thank you Jerry.

Chris Spurio: Markham is a highly regarded accounting firm whose roots stayed back to 1951. The firm is headquartered in New York City and has a long, successful track record of organic growth coupled with acquisitions. Speaking of acquisitions, they completed 45 since 2008. Today, Markham is the 13th largest accounting firm in the U.S. with 1.2 billion in revenue. They have over 3,510 employees and 35,000 clients. Markham serves their clients through 43 offices, which are primarily located in New England, New York, Philadelphia, Florida, and California. Like Siebes, they deliver exceptional accounting, tax, and advisory services to the middle market.

Chris Spurio: Thank you, Jerry. Markham is a highly regarded accounting firm whose roots date back to 1950. The firm is headquartered in New York City and has a long, successful track record of organic growth coupled with that position. Speaking of acquisitions... They've completed 45 since 2008. Today, Markham is the 13th largest accounting firm in the U.S., with $1.2 billion in revenue. They have over 3,500 employees and 35,000 clients and are going to serve their clients through 43 offices, which are primarily located in New England and New York. Philadelphia, Florida, and California.

Speaker Change: Mark them as a highly regarded accounting firm, whose roots date back to 1951.

Christopher: The firm is headquartered in New York City, and has a long and successful track record of organic growth.

Speaker Change: With the acquisition.

Speaker Change: Speaking of acquisitions.

Speaker Change: Pleated 45 since 2008.

Speaker Change: Today marks the 13th largest accounting firms in the U S.

Speaker Change: With $1 2 billion in revenue.

Speaker Change: I have over 3500 employees.

Speaker Change: 35000 clients.

Speaker Change: Our service of our clients through 43 offices.

Christopher: Primarily located in new England.

Christopher: Sure.

Speaker Change: Philadelphia, New York, Florida, and California.

Chris Spurio: Like CBIZ, they deliver exceptional accounting, tax, and advisory services to the middle market. While there is a lot of alignment in what we do, they also provide unique services to different industries than ours, all of which we are excited about and have plans to leverage. Together with CBIZ, we will leverage our collective national resources and expertise, along with our local relationships and delivery in 21 major markets. We have 10,000 team members and 135,000 clients.

Speaker Change: Like CBD as they deliver exceptional accounting tax and advisory services to the middle market.

Chris Spurio: While there was a lot of alignment, what we do, they also provide unique services to different industries than ours, all of which we are excited about and have placed the leverage. Together with Siebes, we will leverage our collective national resources and expertise, along with our local relationships and deliveries through 21 major markets. 10,000 team members and 135,000 clients.

Speaker Change: Well there was a lot of alignment what we do.

Speaker Change: They also provide unique services to different industries than ours.

Speaker Change: All of which we are excited about and have places to look.

Speaker Change: Together with <unk>, we will leverage our collective national resources and expertise.

Speaker Change: Along with our local relationships and delivery.

Speaker Change: 21 major markets.

Speaker Change: 10000 team members and 135000 clients.

Chris Spurio: As Jerry mentioned, the acquisition will make us the sub-class accounting service provider in the U.S. Also, our side in the resources and several key markets will increase exponentially. Our New York metro and New England geographic markets will instantly double. Actually, I believe we will be the 5th largest organization in New York.

Jerry: As Jerry mentioned.

Chris Spurio: [inaudible] This acquisition will make us the seventh largest accounting service provider in the U.S. Also, our site and resources, and several key markets will increase exponentially. Our New York Metro and New England geographic markets will instantly double. Actually, I believe we will be the fifth largest organization in New York and the Mid-Atlantic Market. The Pennsylvania and Maryland will quadruple, we will be the fourth largest organization in Philadelphia, and our Southeast Market and West Coast practices will scale up considerably.

Jerry: This acquisition will make us the seventh largest accounting service provider in the U S.

Jerry: Also our size and resources.

Speaker Change: And several key markets will increase exponentially.

Jerry: Our New York Metro and New England geographic markets will instantly.

Speaker Change: Actually I believe we will be the fifth largest.

Jerry: Organization in New York.

Chris Spurio: Our mid-Atlantic market, the Pennsylvania Merrill, will collect approval. We will be the 4th largest organization in Philadelphia and our Southeast market, and what goes practices scale up considerably.

Jerry: Our mid Atlantic market.

Jerry: Pennsylvania, Maryland will quadruple.

Jerry: We'll be the fourth largest organization in Philadelphia.

Jerry: And our southeast market.

Jerry: And west coast practices scaled up considerably.

Jerry: Yeah.

Chris Spurio: The way we manage our business is very similar. The way they manage their business is very similar to ours. We both manage our accounting and tax practice system with regional structures and complement those groups with a suite of national advisory services. As it relates to the specific services and solutions we provide our clients, that too will expand. Specifically, our tax practice will more than double. Our accounting practice will grow by almost 260%, and our advisory practice will almost double. In addition, we are excited about combining their technology practice with ours and leveraging our collective innovation teams and resources.

Chris Spurio: The way we manage our business is very similar; the way they manage their business is very similar to ours. We both manage our accounting and tax practices through a regional structure and complement those groups with a suite of national advisers.

Speaker Change: The way, we manage our businesses is very similar the way they manage their business is very similar to ours.

Speaker Change: Manager of accounting and tax practice system regional structures.

Speaker Change: And complement those groups suite of National Advisory services.

Chris Spurio: As it relates to the specific services and solutions we provide our clients, that, too, will expand. Specifically, our tax practice will more than double. Our accounting practice will grow by almost 260%, and our advisory practice will almost... In addition, we are excited about combining their technology practice with ours and Leveraging Our Collective Innovation Teams and Resources. The attributes that make CIGNA so unique, including Strong and Historic Roads, pipeline retention rates with consistent cash flows, will not change.

Speaker Change: As it relates to the specific services and solutions, we provide our clients that too will expand.

Speaker Change: Specifically, our tax practice will more than double.

Speaker Change: Our accounting practice will grow.

Speaker Change: I almost 260%.

Speaker Change: And our advisory practice will almost double.

Speaker Change: In addition, we are excited about the combining their technology practice with ours.

Speaker Change: Leveraging our collective innovation teams and resources.

Speaker Change: Okay.

Chris Spurio: The attributes that make this so unique. including strong historic roads, recurring revenue, pipeline retention rates, consistent cash flows will not change. Actually, the acquisition only amplifies those attractive attributes. And Marcum shares many of, not all, of the same. Along those same lines, both organizations provide essential services that are highly recurring in nature, on a combined basis, and an even greater percent of our revenue, or 77 percent, is recurring versus product rates.

Jerry: The attributes that makes it so unique.

Jerry: Excluding strong historic roads recurring revenue high client retention rates and consistent cash flows will not change.

Chris Spurio: Actually, this acquisition only amplifies those attractive attributes, as Markham shares many, if not all, of the same. Along those same lines, both organizations provide essential services that are highly recurring in nature, on a combined basis. An even greater percentage of our revenue, or 77%, is recurring versus prosperous. With that, I will turn it back. Thank you, Chris.

Jerry: Actually this acquisition only amplifies those attractive attributes.

Jerry: Mark I'm sure as many if not all of them the same.

Mark: Along those same lines both organizations provide essential services that are highly recurring in nature.

Mark: On a combined basis.

Mark: And even greater percentage of our revenue.

Mark: Or 77% is recurring versus project.

Chris Spurio: With that, I will turn it back to you.

Mark: With that I will turn it back to Jerry.

Jerry Grisco: Thank you, Chris. While the work today has been largely around due diligence and structuring the transaction, immediately starting today through closing will be focused on integration. Our combined ad clothing, our focus will be on first people making sure that we understand the talent that we're acquiring and make sure that they're properly onboarded and integrated with our teams. Our folks decline service and aligning that as well as elevating our brand. Also beginning quickly following the closing and continuing for first 18 months, our focus will be on common systems and processes and making sure that we have an approach going forward that will create a common and consistent and aligned one-see-this approach.

Jerry: Thank you Chris.

Jerry: Yeah.

Jerome P. Grisko: While the work to date has been largely around due diligence and structuring the transaction, immediately starting today and through closing, we'll be focused on integration. Our combined, at closing, our focus will be on first people, making sure that we understand the talent that we're acquiring and make sure that they're properly onboarded and integrated with our teams, our approach to client service and aligning that as well as elevating our brand. Also, beginning quickly following the closing and continuing for the first 18 months, our focus will be on common systems and processes and making sure that we have an approach going forward that will create a common, consistent, and aligned 1CBIZ approach.

Jerry: Well the work to date has been largely around due diligence and structuring the transaction.

Speaker Change: Immediately starting today and through closing will be focused on the integration of <unk>.

Jerry: Buying.

Jerry: In closing our focus will be on first people, making sure that we.

Jerry: We understand the talent that we're acquiring and make sure that they're properly on boarded and integrated with our teams.

Jerry: Our approach to client service and aligning that as well as elevating our brand.

Jerry: Also beginning quickly following the closing and continuing to the first 18 months, our focus will be on common systems and processes and making sure that we have an approach going forward that will create a common.

Jerry: And aligned with this approach.

Jerry Grisco: And in 26 and beyond, we would expect this to see the full value of the approximately 25 million anticipated cost synergies and fully aligned processes and systems. As Chris mentioned, we have a strong alignment in historic M&A. We both combined 120 acquisitions since 2008.

Jerome P. Grisko: In 2026 and beyond, we would expect to see the full value of the approximately $25 million in anticipated cost synergies and fully aligned processes and systems. As Chris mentioned, we have a strong alignment in historic M&A. We've both made combined 120 acquisitions since 2008.

Jerry: And then 26 26 and beyond we would expect to see the full value of the approximately 25 million in anticipated cost synergies.

Jerry: And fully align processes and systems.

Chris: As Chris mentioned.

Chris: We have a strong alignment and and historic.

Chris: M&A, we both a combined 120 acquisitions since 2008, we've developed an integration roadmap.

Ware H. Grove: We've developed an integration roadmap, and again, the starting point for that will be a strong focus on our workforce and making sure that they have the tools that they need to continue to be successful going forward. So with that, I will turn it over to Ware to talk about the financial summary.

Jerry Grisco: We've developed an integration roadmap. And again, the starting point for that will be a strong focus on our workforce and making sure that they have the tools that they need to continue to be successful going forward.

Chris: And again, the starting point for that will be strong focus on our workforce with making sure that they have the tools that they need to continue to be successful going forward.

Ware Grove: So, with that, I will turn it over to where to talk about the financial summary. Where? Thanks, Jerry.

Chris: So with that I will turn it over to Ware to talk about the financial summer work.

Ware H. Grove: Hey, thanks, Jerry. For those of you who are on audio only, I'm on page 19 of the deck if you have that in front of you. And if it's not on your screen, but the combination of CBIZ and Markham really brings together two very similarly managed businesses, as Chris outlined. And that gives us the opportunity to continue to build on the attributes that you've seen with CBIZ, with our track record of revenue growth, margin expansion, and then a higher level of bottom line growth versus top line growth. So the scale that we're achieving here, I think will enhance our ability to do that.

Ware: Thanks, Jerry for those of you who are on the audio only I'm on page 19 of the deck. If you have that in front of you.

Ware Grove: For those of you who are on audio only, I'm on page 19 of the deck if you have that in front of you, and if it's not on your screen. But the combination of see-this and mark them really combines two very similarly managed businesses, as Chris outlined. And that gives us the opportunity to continue to build on the attributes that you've seen with See-This, with our track record of revenue growth, margin expansion, and then a higher level of bottom line growth versus top line growth. So the scale that we're achieving here, I think, will enhance our ability to do that.

Ware: And if it's not on your screen, but.

Ware: The combination of Cvs and Mark I'm really combines two very similarly managed businesses as Chris outlined and that gives us the opportunity to to continue to build on the attributes that you've seen where she does with our track record of revenue growth margin expansion.

Jerry: And then a higher level of bottom line growth versus some top line growth. So the scale that we're achieving here I think will enhance our ability to do that so with respect to the revenue growth clearly, where we're jumping ahead a at a good pace here, but I think the future beyond that I couldn't be.

Ware H. Grove: So with respect to revenue growth, clearly, we're jumping ahead at a good pace here, but I think the future beyond that can be even further enhanced. And then when you get to value drivers like Adjusted EBITDA and Adjusted Earnings per Share, as I commented earlier, we've got the same margin enhancement operating leverage tools in place, only with greater scale and greater opportunity ahead. So you're going to see, I believe, a very similar management approach to running the business with respect to growing revenue, achieving some operating leverage, and then growing the bottom line at a quicker pace.

Ware Grove: So, with respect to the revenue growth, clearly we're jumping ahead at a good pace here. But I think the future beyond that can be even further enhanced. And then when you get to value drivers like adjusted EBITDA and adjusted earnings per share, as I commented earlier, we've got the same margin enhancement, operating leverage tools in place, only with greater scale and greater opportunity ahead. So you're going to see, I believe, a very similar management approach to running the business with respect to growing revenue, achieving some operating leverage, and then growing the bottom line at a quicker pace.

Jerry: Even further enhanced and then when you get to value drivers like adjusted EBITDA and adjusted earnings per share as I commented earlier, we've got the same margin enhancement operating leverage tools in place only with greater scale and greater opportunity.

Jerry: Yeah, So youre going to see I believe a very similar management approach to running the business with respect to growing revenue achieving some operating leverage and then growing the bottom line at a quicker pace now to bats, as we combine and integrate.

Ware H. Grove: Now to that, as we combine and integrate after the first year or so, because we're going to focus highly on integration activities and stabilize the combined businesses within the first 12 months or so, there are some modest levels of synergies built into our model. Just be assured that the model and that the projections we're sharing with you are not highly dependent upon synergies, so I think the fundamental attributes of the business can achieve the kinds of results we've achieved in the past, only on an enhanced basis.

Ware Grove: Now to that, as we combine and integrate after the first year or so, because we're going to focus highly on integration activities and stabilize the combined businesses within the first 12 months or so, there are some modest level of strategies built indoor model. Just be assured that the model and that the projections we're sharing with you are not highly dependent upon strategies, so that I think the fundamental attributes of the business can achieve the kinds of results we've achieved in the past, only on enhanced space. With respect to the initial leverage of the business, we are laboring up into a three and a quarter to three and a half times EBITDAF basis, but the same solid, repeatable, predictable cash flow attributes of the business we enjoyed today, we believe we will enjoy both close.

Speaker Change: After the first year or so because we're going to focus highly on integration activities and stabilize.

Speaker Change: <unk> businesses within the first 12 months or so are there are some modest level of synergies built into our model just be assured that the model that the projections were sharing with you our.

Speaker Change: Highly dependent upon synergies so that I think the fundamental attributes of the business can achieve the kinds of results. We've achieved in the past only at an enhanced basis with respect to the initial leverage of the business. We are levering up.

Ware H. Grove: With respect to the initial leverage of the business, we are levering up to a three-and-a-quarter to three-and-a-half times EBITDA basis, but the same solid, repeatable, predictable cash flow attributes of the business that we enjoy today, we believe we will enjoy post-close, and so that will lead to rapid deleveraging.

Speaker Change: About three and a quarter to three and a half times EBITDA basis, but at the same solid repeatable predictable cash flow attributes that we enjoy today.

Speaker Change: We believe we will enjoy post close and so that will lead to a rapid deleveraging so with him.

Ware Grove: And so that will lead to rapid de-leveraging. So, within 18 months or so, I think you're going to see a very rapid de-leveraging after we get the integration activities attended to in that first year. So just turning to the next page on page 20, the synergies, without going deeply into that, the sources are what you would expect. Basically, we have given the size of the transaction of very modest level of synergies built into our financial projections. Perhaps there more than that, but we just need to align the operating and corporate organizational structures. We need to reduce the duplicate div and overlap and marketing efforts and sponsorships in local markets.

Ware H. Grove: So within 18 months or so, I think you're going to see a very rapid deleveraging after we get the integration activities attended to in that first year. So just turning to the next page on page 20, the synergies, without going deeply into that, the sources are what you would expect. Basically, we have, given the size of the transaction, a very modest level of synergies built into our financial projections. Perhaps there are more than that, but we just need to align the operating and corporate organizational structures. We need to reduce the duplication and overlap in marketing efforts and sponsorships and local markets.

Jerry: 18 months or so I think you're going to see a barrier last rapid deleveraging. After we get the integration activities intended to in that first year.

Jerry: So just turning to the next page on page 20, the synergies without going deeply into that the sources are what you would expect are basically we have given the size of the transaction a very modest level of synergies built into our financial projections are perhaps there more than that but.

Speaker Change: You know, we just need to align the operating and corporate.

Jerry: But organizational structures, we need to reduce duplicative and overlap and marketing efforts in sponsorships and local markets. We also have some overlap in Ikea infrastructure today that we need to reduce the redundancies on that and enhance and scale, our purchasing power, where we can exercise.

Ware Grove: We also have some overlap and IT infrastructure today that we need to reduce the redundancies on that and enhance and scale our purchasing power where we can exercise more leverage with our vendors. And of course, with facilities that leads us down the road to co-locate and reduce the facilities where feasible, where we've got people where co-location makes sense, and perhaps we've got some extra space here and there where we can share space and achieve some efficiencies in facilities as well. But transaction funding, we have a commitment from Bank of America to provide two billion dollars of funding in two tranches.

Ware H. Grove: We also have some overlap in IT infrastructure today, and we need to reduce the redundancies on that and enhance and scale our purchasing power so that we can exercise more leverage with our vendors. And of course, with facilities, that leads us down the road to co-locate and reduce the facility's footprint where feasible, where we've got people where co-location makes sense, and perhaps we've got some extra space here and there where we can share space and... achieve some efficiencies in facilities as well.

Jerry: A more leverage with our vendors and of course with facilities.

Jerry: That leads us down the road to co locate and reduced the facility's footprint, where feasible, where we've got people where co location makes sense and perhaps we've got some extra space here and there where we can share space and.

Jerry: Achieve some efficiencies and facilities as well.

Ware H. Grove: For the transaction funding, we have an commitment from Bank of America to provide $2 billion of funding in two tranches. The first tranche is a $600 million five-year revolver, and the second tranche is a $1.4 billion turn loan A facility, also a five-year facility.

Jerry: The transaction funding.

Speaker Change: We have a commitment from bank of America to provide $2 billion of funding in two tranches. The first tranche is a 600 million dollar five year revolver in the second tranche is a $1.4 billion term loan a facility also a five year facility.

Ware Grove: The first tranche is a $600 million five-year revolver, and the second tranche is a $1.4 billion term loan aid facility, also a five-year facility. So half of the consideration that we're paying for Markham will be in cash and half in shares. So as we look at the cash funding and the requirements, the commit we just got from Bank of America, we think we will draw down close to $1.4 to $1.5 billion initially. Now understand that will take care of refinancing existing debt, including the existing debt on the Markham facility. So we're not inheriting or assuming any debt on behalf of the Markham facility.

Ware H. Grove: So, half of the consideration that we're paying for Markham will be in cash and half in shares. So, as we look at the cash funding and the requirements, the commitment we just got from Bank of America, we think we will draw down close to $1.4 to $1.5 billion initially. Now, understand that it will take care of refinancing existing debt, including the existing debt on the Markham facility. So, we're not inheriting or assuming any debt on behalf of the Markham facility.

Speaker Change: So half the consideration that were paid for a market will be in cash and half in shares. So as we look at the cash funding and the requirement that the commensurately, we just got from Bank of America.

Ware H. Grove: So, with respect to the $1.4 billion to the $1.5 billion estimate, that will leave us with about $500 million of additional capacity. And that will serve us well as we go into seasonal working capital needs and post-close integration costs and things like that in the first year. We've got plenty of cushion and plenty of liquidity. And, of course, after the first year, we begin to rapidly deleverage.

Speaker Change: We think we will draw down close to 1.4 to one $5 billion initially they'll understand that'll take care of refinancing existing debt, including the existing debt on the Markham facility. So we're not a we're.

Speaker Change: We're not inheriting or assuming any debt on behalf of the Markham facility. So with respect to the $1.4 billion of the one $5 billion estimate that will leave us with about $500 million of additional capacity and that will serve us well as we go into the seasonal working capital needs in the post close integration.

Ware Grove: So, with respect to the $1.4 billion or $1.5 billion estimate, that will leave us with about $500 million of additional capacity, and that will serve us well as we go into seasonal working capital needs and post-close integration costs and things like that in the first year. We've got plenty of cushion and plenty of liquidity, and of course, after the first year, we begin to rapidly de-leverage. We think that we can start to resume what I'll call ordinary course or strategic acquisitions within the first year and a half to two years after close, and of course, also have the flexibility to deploy capital for sharing purchases at that point in time too.

Speaker Change: Costs and things like that in the first year, we've got plenty of cushion and plenty of liquidity and of course after the first year, we began to rapidly deleverage and we think that we can start to resume what I'll call them ordinary course of our strategic acquisitions.

Ware H. Grove: And we think that we can start to resume what I'll call ordinary course or strategic acquisitions within the first year and a half to two years after close. And, of course, we also have the flexibility to deploy capital for share purchases at that point in time, too. So the shares that go out, now that I've attended to the cash and the liquidity there, the shares that go out are based on a 30-day VWAP right before the signing here, and that will represent approximately 14 million shares and approximately 22% of the total shares outstanding after giving effect to the combined entity. So approximately 25% of those new shares will be issued fairly immediately upon close. About 75% of the shares will be issued on a 36-month installment basis over the next three years.

Speaker Change: Within the first year and a half to two years after close and of course also have the flexibility to deploy capital for share repurchases at that point in time too.

Ware Grove: So the shares that go out, now that I've attended to the cash and the liquidity there, the shares that go out are based on a 30-day VWAP right before the signing here and that will represent approximately 14 million shares and approximately 22% of the total shares outstanding, after giving effect to the combined entity. So approximately 25% of those new shares will be issued fairly immediately upon close; about 75% of the shares will be issued in a 36-month installment basis over the next three years, and then up those two portions, about 5% of those shares will be reserved for what we'll call performance shares. These shares will be issued to as a retention tool with a retention service requirement of four years, with cliff-vesting for that to target the return.

Ware H. Grove: And then of those two portions, about 5% of those shares will be reserved for what we'll call performance shares. And these shares will be issued as a retention tool with a retention service requirement of four years with cliff vesting for that to target the retention of very valuable and highly valued new partners with Marcos. So the clear path to leverage on the next page, 22, this just shows you what I just talked about. Even beyond 24 months post-close, absent acquisitions and absent share repurchases, the deleveraging is fairly rapid.

Speaker Change: So the shares that go out now that I have attended to the cash and the liquidity there. The share should go out are based on a 30 day, the Wap Oh right before they deciding here and that will represent approximately 14 million shares and approximately 22% of the total shares outstanding.

Speaker Change: After giving effect to the combined entity.

Speaker Change: So approximately 25% of those new shares will be issued fairly immediately upon close about 75% of the shares will be issued in a 36 month installment basis over the next three years and then of those two portions of about 5% of those shares will be reserved for.

Speaker Change: We will call performance shares and these shares will be issued to as a retention tool with a retention service requirement of four years with cliffs asking for that.

Speaker Change: That's a target retention of Oh.

Ware Grove: So that's a great retention of very valuable and highly valued new partners with the market. So the clear path to leverage on the next page, 22, this just shows you what I just talked about even beyond 24 months, close, absent acquisitions and absent share repurchases. The de-lavering is fairly rapid. So the signal we're giving is that this, after a year-one focus on integration activities and making sure we get the business operating as intended and stabilized, we're back to business in terms of acquisition activity and share repurchase capital deployment and those things that we have done in the past.

Speaker Change #104: A very valuable and highly valued no partners with the market.

Speaker Change: So a clear path to leverage on the next page 22. This just shows you what I just talked about even beyond 24 months post close absent acquisitions and absent a share repurchases. The deleveraging is fairly rapid so are the signals we're getting.

Ware H. Grove: So the signal we're getting is that, after a year of focus on integration activities and making sure we get the business operating as intended and stabilized, we're back to business in terms of acquisition activity and share repurchase capital deployment and those things that we have done in the past. So with that, let's just conclude, and we'll turn to page 23, which Jerry highlighted earlier. So with that, I'll conclude, and we'll turn it back over to Jerry, and maybe we can go into discussion. Yeah, thank you, Ware.

Speaker Change: This after a year one focus on integration activities and making sure we get the business operating as intended and stabilized Oh, we're back to business in terms of our acquisition activity and share repurchase capital deployment and those things that we have done in the past.

Ware Grove: So, with that, let's just conclude, and we'll turn to page 23, which Jerry highlighted earlier, if the strategic rationale and all the bullet points there.

Speaker Change: So with that let's just conclude and well, we'll turn to page 23, which Gerry highlighted earlier, it's the strategic rationale and all the bullet points. There so with that I'll conclude and we'll turn it back over to Jerry maybe we go into the discussion yeah. Thank you. We're just before we go into Q&A I just wanted to say that this.

Jerry Grisco: So, with that, I'll conclude, and we'll turn it back over to Jerry, and maybe we go into discussion. Yeah, thank you.

Jerome P. Grisko: Just before we go into Q&A, I just want to say that this acquisition is going to position our company for accelerating growth, not only today but into the future. We think about the advantages and why we're so excited about this. I think it's around the opportunities that it provides for us to bring even more valuable innovative solutions to our clients. The value, obviously, that it will bring to our shareholders as a result of some of the attributes that Ware mentioned, but most importantly, the opportunities it's going to provide for our team members. When we think about work for talent and what's important to our team members, it's all about supporting them in their growth and their development and their career opportunities.

Jerry Grisco: Just before we go into Q&A, I just want to say that this acquisition is going to position our company for accelerating growth, not only today but into our future. And when we think about the advantages and why we're so excited about this, I think it's around the opportunities that it provides for us to bring even more valuable, innovative solutions to our clients. The value obviously that will bring to our shareholders is a result of some of the attributes that we're mentioned. But most importantly, the opportunities it's going to provide for our team members. We think about the work for talent, and we think about what's important to our team members.

Jerry: The acquisition is going to position our company for accelerating growth not only today, but into our future.

Speaker Change: And when we think about the advantages and why we're so excited about this.

Jerry: I think it's around the opportunities that it provides for us to bring even more valuable innovative solutions to our clients.

Speaker Change: The value, obviously that it will bring to our shareholders. As a result of some of the attributes that were mentioned, but most importantly, the opportunity that is going to provide for our team members. We think about the war for talent.

Speaker Change: Think about what's important to our team members, it's all about supporting them in their growth and their development of their career opportunities, it's about providing them with the tools and the equipment.

Jerry Grisco: It's all about supporting them in their growth and their development, their career opportunities. It's about providing them with the tools and the equipment that are best in class to be able to apply their trade. And it's about showing appreciation to them through competitive compensation and benefits and allowing them to come up the value chain of the clients and provide even more interesting work and more consultative work and where I would journey to do all of those things, and this accelerates that journey. So we're particularly excited about the opportunities that this presents to our workforce.

Speaker Change: Our best in class to be able to fly their trade and it's about showing appreciation to them through competitive compensation and benefits.

Speaker Change: Allowing them to come up the value chain and our clients and provide even more interesting work more consulting at work and we're on a journey to do all of those things and this accelerates. It journey. So we're particularly excited about the opportunity that this presents to our workforce and with that I will turn it over for Q&A.

Jerome P. Grisko: It's about providing them with the tools and the equipment that are best in class to be able to apply their trade, and it's about showing appreciation for them through competitive compensation and benefits, and allowing them to go up the value chain of the clients and provide even more interesting work and more consultative work. And we're on a journey to do all of those things, and this accelerates that journey, so we're particularly excited about the opportunity that this presents Ladies and gentlemen, at this time, we'll begin that question and answer session.

Operator: And with that, I will turn it over for Q&A. Please, gentlemen, at this time we'll begin that question-and-answer session. To ask a question, you may press star and one using a touch to intelligence. phone. To withdraw your questions, you may press star in two. If you are using a speaker phone, would you ask that you please pick up the handset before pressing the keys to ensure the best sound quality? Well, again, that is star and then one to join the question to you.

Speaker Change: Ladies and gentlemen at this time, we'll begin the question and answer session.

Jerome P. Grisko: To ask a question, you may press star and one on the touch-tone telephone. To withdraw your question, you may press star and two. If you are using a speakerphone, we do ask that you please pick up the handset before pressing the keys to ensure the best sound quality.

Speaker Change: To ask a question you May press star and one using a touchtone telephone.

Speaker Change: To withdraw your question you May press star into.

Speaker Change: If you are using a speaker phone would you ask that you. Please pick up the handset before pressing the keys to ensure the best sound quality.

Operator: Once again, that is the star, and then one to join the question will pause momentarily to assemble the rod. And our first question today comes from Chris Moore from CJAS Securities. Please go ahead with your question. Good morning, guys.

Speaker Change: Once again that is star and then one to join the question too.

Operator: We'll pause militarily to assemble the roster.

Speaker Change: We'll pause momentarily to assemble the roster.

Christopher Moore: And our first question today comes from Chris Moore from CGAS Securities. Please go ahead with your question.

Speaker Change: Our first question today comes from Chris Moore from C. J S. Securities. Please go ahead with your question.

Christopher Moore: Good morning, guys. What's going on? Congratulations. It looks interesting.

Christopher Paul Moore: Good morning, guys lots going on congratulations it looks interesting.

Christopher Paul Moore: Lots going on. Congratulations. It looks interesting.

Christopher Moore: Maybe we will just start with Q2, and then we can ask a few questions, perhaps on more come. So we were, EPS was just, EPS was about 18 cents below, you know, kind of where the street was looking at, right or wrong. The impact is roughly six cents from the PNC issue there. And so estimates are coming; your guidance is coming down about six cents. We're some of that looks like it's, you know, not necessarily going to pick up in the second half of the year; some will.

Christopher Paul Moore: Maybe we will just start with Q2, and then we can ask a few questions, perhaps, on MarCom. So DPS was just, DPS was about 18 cents below, you know, kind of where the street was looking, right or wrong.

Speaker Change: Maybe we'll just start with Q2 and then we can ask a few questions perhaps on Mark I'm. So.

Christopher Paul Moore:

Speaker Change: We were E.

Speaker Change: P S. As adjusted EPS was about 18 cents below kind of where the street was looking at it right or wrong.

Christopher Paul Moore: The impact is roughly 6 cents, from the PNC issue there and so. Estimates are coming, your guidance is coming down about six cents. We're kind of running through some of the breakdown there. Some of that looks like it's, you know, not necessarily going to pick up in the second half of the year. Some will.

Speaker Change #132: The impact is roughly six cents.

Speaker Change: The the P&C issue there and so.

Speaker Change: Estimates are coming to your your guidance is coming down about six cents were kind of ran through some of the the break down there some of that looks like it's it's a you know not necessarily going to pick up in the second half of the year. Some will just maybe if you could go a little bit deeper in terms of you know your ability to.

Christopher Paul Moore: I just, maybe if you could go a little bit deeper in terms of, you know, your ability to, you know, just lower the guide by six cents. Were we looking at the quarter incorrectly, or I know timing can be difficult. Yeah, Chris, this is Ware.

Christopher Moore: I just, maybe if you go a little bit deeper in terms of, you know, your ability to, you know, just lower the guide by six cents, were we looking at the quarter and correctly, or I know timing can be difficult.

Speaker Change: Two to just lowered the guide by six cents, where are we looking at the quarter and correctly or I know timing can be difficult.

Ware Grove: Yeah, Chris, this is where I'll just talk about the timing, and it's unfortunate in the second quarter. We had a collection of items that really adversely impacted quarter-over-quarter comparisons. Some of them were predictable, as we stated. We expected to, you know, not really achieve. And I know we had a conversation at the end of the first quarter about the seasonality and be careful. But, as it stands, we expected that the quarter to be relatively flat compared to last year. And then we got hit by a couple of unplanned items, including the property and cash on the issue.

Ware H. Grove: I'll just talk about the timing, and it's unfortunate that in the second quarter we had a collection of items that really adversely impacted quarter-over-quarter comparisons. Some of them were predictable, as we stated. We expected to, you know, not really achieve, and I know we had a conversation at the end of the first quarter about the seasonality and being careful. As it stands, we expected the quarter to be relatively flat compared to last year, and then we got hit by a couple of unplanned items, including the property and casualty issue.

Speaker Change: Yeah, Chris This is where I'll just talk about the timing and it's.

Speaker Change #112: <unk> in the second quarter, we had a collection of items that really adversely impacted quarter over quarter comparisons some of them are predictable as we stated we expect it to.

Speaker Change #110: No not really achieve that I know, we had a conversation at the end of the first quarter about the seasonality and be careful.

Speaker Change: But.

Speaker Change: And as it stands we expected the quarter to be relatively flat compared to last year and then we got hit by a couple of unplanned items, including the property and casualty issue.

Ware Grove: I think we've got an opportunity that, as we lap those year-over-year comparisons, which are headwinds, for example, the staffing up on the benefits and insurance side will be an easier comp in the second half. Some continue to be a difficult conflict, so much in the second half as the first half. I think some of the other businesses are basically looking at a very strong second half as we forecast the second half of the business. And we're very comfortable at this point in time. Aside from that six penny impact from property, casually, we're very comfortable maintaining otherwise, maintaining that the balance of the business, the same guidance as we have for it.

Ware H. Grove: I think we've got an opportunity that as we lap those year-over-year comparisons, which are headwinds, for example, the staffing up on the benefits and insurance side will be an easier comp in the second half. Some of the project work that was maybe first half loaded last year may continue to be a difficult comp, but not so much in the second half as in the first half. I think some of the other businesses are basically looking at a very strong second half as we forecast the second half of the business. We're very comfortable at this point in time, aside from that six-penny impact from property casualty, we're very comfortable otherwise maintaining the balance of the business, the same guidance as we had before. I got it.

Speaker Change: I think we've got an opportunity that as we lap those year over year comparisons, which are headwinds for example, the staffing up on the benefits and insurance side will be an easier comp in the second half.

Speaker Change: Some of the project work that was maybe first half loaded last year may continue to be a difficult comp, but not so much in the second half as the first half I think some of the other businesses are basically looking at a very strong second half as we forecast the second half.

Speaker Change: The business and we're very comfortable at this point in time aside from that six penny impact from property and casualty, we're very comfortable maintaining otherwise maintaining that the balance of the business. The same guidance as we had before.

Christopher Moore: God, that's helpful. And I know it's a tough one from a quarterly.

Ware H. Grove: That's helpful. And I know it's a tough one from a quarterly, from a cadence standpoint. Do you expect some of that improvement that will build throughout the second half? Or is there, you know, just trying to, any thoughts you can have in terms of, you know, kind of the Q2 and Q3 and Q4 strengths? I can just give you a little color.

Speaker Change: Got it that's helpful and just and I know, it's a tough one from a quarterly from a cadence standpoint is it you know you you expect some of that improvement that will build throughout the second half or you know just trying to and any thoughts you can have in terms of you know kind of a Q2 and Q Q3 and Q4.

Ware Grove: From Caden's standpoint, is it, you know, you expect some of that improvement that will build throughout the second half, or is there, you know, just trying to, any thoughts you can have in terms of, you know, kind of the Q2 and Q3 and Q4 strength. I can just give you a little color. It's not uncommon when we make acquisitions that, after the first year, when we implement some of the new systems and basically integrate it, there's a bit of a slump until people regain traction. And to the extent that that happened with the Indianapolis acquisition last year when they were very, very strong in the first half, the cost or the effect of some of the integration activities has weighed down a little bit, slowed down a little bit, but we expect a good second half from them and they should regain the momentum.

Speaker Change #113: Our strength.

Ware H. Grove: It's not uncommon when we make acquisitions that after the first year, when we've implemented some of the new systems and basically integrated, there's a bit of a slump until people regain traction. And to the extent that that happened with the Indianapolis acquisition last year when they were very, very strong in the first half, the cost or the effect of some of the integration activities has weighed them down a little bit, slowed them down a little bit, but we expect a good second half from them, and they should regain the momentum.

Speaker Change: I can just give you a little color, it's not uncommon when we make acquisitions that after the first year when we implemented some of the new systems and and basically integrated there's a bit of a slump until people you know regained traction and to.

Ware H. Grove: So that's just one example of why we're more optimistic about the second half. Got it. I appreciate it, and maybe a couple of unmarked, started to go into a little bit, besides scale and geography, you know, are there one or two areas specifically of expertise at Markham that will be readily and easily transferable to CBIZ clients? Chris, do you want to take that one?

Speaker Change: To the extent that that happened with the Indianapolis acquisition last year when they were very very strong in the first half.

Speaker Change: They the cost or the effect of some of the integration activities is weighed down down a little bit slow them down a little bit, but we expect that the second half from them and they should regain the momentum. So that's just one example of why we're more optimistic about the second half.

Christopher Moore: So that's just one example of why we're more optimistic about the second half. Got it. I appreciate that.

Speaker Change: Got it I appreciate that.

Christopher Moore: Maybe a couple of on mark.

Chris Spurio: Maybe maybe a couple on mark.

Chris Spurio: You started going to a little bit besides scale, geography, or there, one or two areas, specifically of expertise at Markham, that will be readily and easily transferable to CBIZ clients. Chris, do you want to take a look? You know, there are several; just the name one. They have a very attractive outsourced IT, HR, finance practice to not-for-profits. And it's a big segment of ours as well. So that's an area we think we can leverage; also, their technology practice, which provides a lot of outsourced IT systems, supplementations, and whatnot, is another really excited about. And lastly, just the industries that they're in, that we've been wanting to get into such as alternative investments, digital assets, food, beverage, and others.

Speaker Change: Start to go into a little bit but besides scale.

Speaker Change: You know are there one or two areas specifically of expertise at mark them that that will be readily and easily transferable to <unk> clients.

Speaker Change: Chris do you want to take that one.

Chris Spurio: You know, there are several, just to name one, they have a very attractive outsourced IT HR finance practice to non-profits, and it's a big segment of ours as well. So that's an area we think we can leverage. Also, their technology practice, which provides a lot of outsourced IT, system implementations, and whatnot is another area that we're really excited about. And lastly, just the industries that they're in that we've been wanting to get into, such as Alternative Investments, Digital Assets, Food and Beverage, and others will be able to leverage and capitalize on. Those are just a few; there's a lot more.

Chris: You know there are several just.

Chris: It's a big one they have a very attractive outsourced.

Chris: E H or finance practice to not for profits.

Chris: And it's a big segment of ours as well. So that's an area. We think we can leverage also their technology practice.

Chris: Which provides a lot of outsource I T.

Chris: Systems implementations and whatnot is another area.

Chris: Really excited about it.

Chris: Lastly, just the industries that they're in that we've been wanting to get into.

Chris: Such as alternative investments.

Chris: It will last into food and beverage and others will be able to to leverage and capitalize on those as part of a transaction. So those are just a few there's a lot more.

Christopher Moore: We'll be able to leverage and capitalize on those as part of the transactions. So those are just a few; there's a lot more. Got it.

Chris Spurio: Got it. That's a good start. And maybe just make sure I understand in terms of the... So the stock component is going to be 25% on close, 75% over three years. Is that – and this is important – that 75% is not performance-related, correct? I mean, it happens smoothly over three years, or just anything else you can tell us there? Yeah. It does, Chris.

Speaker Change: Got it that's a good start and and maybe just make sure I understand in terms of the.

Christopher Moore: That's a good start. And maybe just make sure I understand in terms of the, so the stock component is going to be 25% on close, 75% over three years. Is that, and that is, that 75% is not performance-related, correct? I mean, it happens smoothly over three years or just anything else you can tell us there. Yeah, it does, Chris. That's a great question. And the share count immediately will reflect all of those shares. They're just paid over 36 months; that time period. And that's a, I'll call it a text-friendly structure for the seller. Got it.

Speaker Change: So the the stock components can be 25% on close 75% of over three years is that and that is that that 75%. It's not performance related correct. I mean, it's it happens smoothly over three years or just any anything else you can tell us there.

Speaker Change #114: It does Chris that's a great question.

Ware H. Grove: That's a great question. And the share count immediately will reflect all of those shares. They're just paid over a 36-month time period, and that's – I'll call it a tax-friendly structure for the seller, got it, and I don't know Markham well in terms of who's actually getting the stock. It's just, Hundreds or thousands of partners are just trying to understand that a little bit.

Speaker Change #124: The share count immediately will reflect all of those shares are they're just paid over a 36 month time period, and that's a I'll call. It a tax friendly structure for the seller.

Speaker Change: Got it and just to.

Christopher Moore: And just, I don't know, Mark, I'm well. In terms of who's actually getting the stock, it's just hundreds or thousands of partners, or just trying to understand that a little bit.

Speaker Change #100: I don't know mark them, well in terms of who's actually getting the stock its just a.

Speaker Change: Hundreds or thousands of partners or just trying to understand that a little bit.

Jerry Grisco: Hey Chris, this is Jerry. So Mark and the traditional partnership, the partners who were in essence owners of that firm, will be receiving the shares. Got it.

Jerome P. Grisko: So Markham is a traditional partnership; the partners who are, in essence, owners of that firm will be receiving the shares. And last one for me, if a partner left after one year, they would still get their remaining years two and year three shares, correct? That's correct. Yeah, the only caveat there is that...

Speaker Change: Chris This is Gerry so mark them as a traditional partnership the partners who are in essence owners of that for we will be receiving the shares.

Speaker Change: Got it and last one for me if if a if a partner left after one year they would still get there their remaining years, two and year three shares correct. That's correct.

Christopher Moore: And last one for me, if a partner left after one year, they would still get their, their remaining years, two and years, three shares, correct? That's correct. Okay.

Christopher Moore: The only caveat there is that Performance Chair, Poole, they would forfeit the right to that because that's a four-year clip fasting, and that's a tool to encourage people to stay in the course through the full four years.

Speaker Change: The only the only caveat there is that.

Jerome P. Grisko: Performance Chair Poole, they would forfeit the right to that because that's a four-year clip. And that's a tool to encourage people to stay the course through the full four years. I will jump back in line. I appreciate it guys. And our next question comes from Andrew Nicholas from William Blair. Please go ahead with your question. Hi, good morning.

Speaker Change: Performance share pool, they look for the right to that because that's a four year cliff vesting and that's that's a tool to encourage people to stay the course through the full four years.

Christopher Moore: I will jump back in line. I appreciate you guys. Thank you, sir.

Speaker Change: Got it I will jump back in line I appreciate it guys. Thanks.

Chris: Thanks, Chris.

Andrew Nicholas: And our next question comes from Andrew Nicholas from William Blair. Please go ahead with your question. Hi, good morning. Thanks for taking my questions. I'll take a similar approach, start with the second quarter, and then hit Markham afterward. I guess just focusing specifically on the revenue guidance and maybe more specifically the organic growth outlook. I'm trying to get a sense for what happened in the second quarter that was in line with your, or I guess not in line with what you had expected going in. It sounds like the producer, the producer issue was one component; I think you said $2.5 million of revenue. I can obviously extract like that through the end of the year.

Speaker Change #101: And our next question.

Speaker Change: It comes from Andrew Nicholas from William Blair. Please go ahead with your question.

Andrew Owen Nicholas: Thank you for taking the time to answer my questions. I'll take a similar approach. Start with the second quarter and then hit mark them, afterward, I guess, just focusing specifically on the revenue guidance and, you know, maybe more specifically, the organic growth outlook. I'm trying to get a sense for kind of what happened in the second quarter that was in line with your expectations, or, I guess, not in line with what you had expected going in. It sounds like the producer.

Andrew Owen Nicholas: Hi, Good morning, and thank you for taking my questions I'll take a similar approach start sort of in the second quarter and then it mark.

Speaker Change: Afterward, I guess.

Speaker Change #134: Just focusing specifically on the revenue guidance.

Speaker Change: Maybe even more specifically the organic growth outlook.

Andrew Owen Nicholas: The producer issue was one component. I think you said two and a half million dollars in revenue. I can obviously extrapolate that to the end of the year. But are there any other things that you could quantify both for the second quarter and through the rest of the year that have slowed? I think you mentioned client delays, delays in payroll, or some kind of delayed implementation work. Just a little bit more color because, to be perfectly transparent, it looks like the second half outlook is still awfully strong, and that seems to run counter to what we saw in the second quarter. Yeah, there were a couple of unusual things in the second quarter.

Speaker Change #126: Trying to get a sense for kind of what what happened in the second quarter that was in line with your I guess not in line with what you had expected going in it sounds like the producer.

Speaker Change: Producer issue.

Speaker Change #106: <unk> was one component I think you said $2 $5 million of revenue I can honestly extrapolate that through the end of the year, but are there any other things that you.

Andrew Nicholas: Are there any other things that you could quantify both for the second quarter and through the rest of the year that have slowed? I think you mentioned client delays, delays in payroll, or some kind of delayed implementation. We're just a little bit more color because, to be perfectly transparent, it looks like the second half outlook is still awfully strong and that seems to run counter to what we saw in the second quarter. Yeah, there were a couple of unusual things in the second quarter. I think they had ones that we talked about with the project were foreseeable and they were planned, and so that's not a surprise. And that's one reason why we ourselves had we provided quarterly guidance.

Speaker Change #106: You could quantify both for the second quarter and through the rest of the year that.

Speaker Change #106: Has slowed I think you mentioned client delays.

Speaker Change #125: Delays in payroll or some kind of delayed implementation, we're just a little bit more color because it.

Speaker Change: To beat to be perfectly transparent it looks like the second half outlook is it's still awfully strong and that seems to run counter to what we saw in the second quarter.

Speaker Change #109: Yeah. There were a couple of unusual things in the second quarter I think the headwinds that we talked about with a project work for foreseeable and they were planned and so that's not a surprise and that's one reason why we ourselves had we provided quarterly guidance, we would've definitely moderated the expectation for second quarter.

Ware H. Grove: I think the headwinds that we talked about with the project work were foreseeable and they were planned, and so that's not a surprise, and that's one reason why, had we provided quarterly guidance, we would have definitely moderated the expectation for the second quarter. Clearly, the property and casualty item was a surprise, and I kind of gave you some details kind of before and after about what the impact of that was. The migration of clients, and we've talked about this often as we migrate and basically cull clients that are underperforming vis-a-vis profitability thresholds and things like that. That's a bumpier process, and it's harder to predict.

Ware Grove: We would have definitely moderated the expectations for second quarter. Clearly, the property and casually item was a surprise, and I kind of gave you some details kind of before and after what the impact of that was. The migration of clients, and we've talked about this often as we migrate, and basically coal clients that are underperforming these of the profitability thresholds and things like that. That's a bumpier process, and it's harder to predict, so we did make some intentional, we always are making some intentional decisions to coal clients, and we have other more profitable clients, stage employees that ramp up, but it's not always a perfect, smooth, predictable process, so that contributed a little bit to the first half.

Speaker Change: Nearly the property and casualty item was a surprise and I kind of gave you some details.

Speaker Change: What kind of before and after what the impact of that was.

Speaker Change: Migration of clients and we've talked about this often as we migrate and.

Speaker Change: And basically coal clients that are underperforming these would be profitability thresholds and things like that.

Speaker Change: Lumpier process and it's harder to predict.

Ware H. Grove: So we did make some intentional decisions. We always are making some intentional decisions to cull clients, and we have other more profitable clients staged and poised to ramp up, but it's not always a perfect, smooth, predictable process. So that contributed a little bit to the first half.

Speaker Change: So we did make some intentional we always are making some potential decisions to call clients and we have other more profitable clients stage poised to ramp up but it's not always a perfect smooth predictable process, so that that contributed a little bit.

Speaker Change: Through the first half also.

Ware Grove: Also, I think the headwinds experienced by the Indianapolis operation were foreseeable, but maybe a little stronger than we thought they would be, and we're looking forward to a second half stronger performance out of the Indianapolis operation. I can tell you that the government health care consulting business and that segment continues to be very strong, and they have a very strong second half predicted as well before casting.

Ware H. Grove: Also, I think the headwinds experienced by the Indianapolis operation were foreseeable but maybe a little stronger than we thought they would be, and we're looking forward to a second half, a stronger performance out of Indianapolis. I can tell you that the government healthcare consulting business and that segment continues to be very strong, and they have a very strong second half predicted as well. And then I'll switch over to Markham.

Speaker Change: The the headwinds experienced by the Indianapolis.

Speaker Change: Operation, where foreseeable but maybe a little stronger than we thought they would be and we're looking forward.

Speaker Change: Have a stronger performance out of Indianapolis.

Speaker Change: Operation.

Speaker Change: Can't tell you that the government health care consulting business in that segment continues to be very strong and they have a very strong second half predicted as well forecast.

Andrew Nicholas: That's helpful, and then I'll get the switch over to Markham.

Speaker Change: Got it that's helpful and then I'll get they'll switch over to Mark.

Andrew Nicholas: What can you tell us in terms of the businesses historical growth. You know, I think if you look at some of the data that's out there publicly, the growth is exceptionally strong, but hard to figure out how much of that is the M&A that you reference versus organic growth. Yeah, Andrew, that's a great question, and that's certainly something we looked at pretty carefully in diligence. Their growth has been largely driven by; they've been very, very inquisitive in recent years and successfully so. But as you strip away the impact of those acquisitions and kind of look at the remaining organic growth over that same time period, it's a very healthy, higher single digit rate.

Ware H. Grove: What can you tell us in terms of the business's historical growth? You know, I think if you look at some of the data that's out there publicly, the growth is exceptionally strong, but hard to figure out how much of that is the M&A that you referenced versus organic. Yeah, Andrew, that's a great question, and that's certainly something we looked at pretty carefully and diligently. Their growth has been largely driven by them being very, very acquisitive in recent years, and successfully so.

Speaker Change: What can you tell us in terms of.

Speaker Change: to Markham, what can you tell us in terms of

Ware H. Grove: But as you strip away the impact of those acquisitions and kind of look at the remaining organic growth over that same time period, it's a very healthy, higher single-digit rate that we saw. So that gave us great comfort as we looked at all of that in history.

Speaker Change: But as you strip away those the impact of those acquisitions and kind of look at the remaining organic growth over that same time period.

Mark: Very healthy higher single digit rate that we saw.

Ware Grove: We saw, so that gave us great comfort as we looked at all of that in history. So that was our takeaway. God, that's encouraging.

Mark: So.

Speaker Change: That gave us great comfort as we looked at all of that.

Speaker Change: History. So that's that's that was our takeaway.

Ware H. Grove: That's that's encouraging. And then I guess a similar question on the margin profile. Obviously, we can get to some implied margin percentage based on the information you have, but I'm just kind of curious how their operating margins or even the margins, whatever you think is most helpful, compares to yours and maybe where Markham sits relative to CBIZ in terms of operational efficiency, automation, use of technology, maybe even offshoring, anything that is markedly different in terms of the profitability profile for Markham versus CBIZ Yeah, that's a great question. Very similar

Speaker Change: Got it.

Ware Grove: And then I guess a similar question on the margin profile. Obviously, we can get to some implied margin percentage based on the information you have, but just kind of curious how their operating margins, or even the margins, whatever you think is most helpful, compares to yours and maybe where Markham sits relative to see this on kind of operations. So, in general efficiency, automation, use of technology, maybe an offshoring, anything that is markedly different in terms of the profitability profile for Markham versus Stevens. Yeah, a great question; very similar. I think Markham is a little further ahead in some areas, such as offshoring; maybe they're a little deeper in offshoring than we are, and we're looking forward to leveraging, capitalizing on their experience in offshoring.

Speaker Change #128: It's encouraging and then I guess a similar question on the margin profile, obviously, we can get to.

Speaker Change: Some implied margin percentage based on the information you have but just kind of curious how they're operating margins or EBITDA margins. Whatever you think is most helpful compares to yours, and maybe where mark them sit.

Speaker Change: Relative to see bid on kind of operational efficiency automation use of technology, maybe even offshoring any anything that is markedly different in terms of the profitability profile for Martin versus Ctrip.

Ware H. Grove: I think Markham is a little further ahead in some areas, such as offshoring, and maybe they're a little deeper in offshoring than we are, and we're looking forward to capitalizing on their experience in offshoring. And they also have a very, very good set of monthly, if not weekly metrics that they use, corporate structure, facilities, and infrastructure. But we can always improve pricing and efficiency in terms of client service delivery.

Speaker Change #133: Yeah, a great question are very similar.

Speaker Change: I think mark and there's a little further ahead in some areas.

Speaker Change: Such as offshoring, but maybe they're a little deeper in offshore and that we are and we're looking forward to leveraging capitalizing on their experience.

Ware Grove: And they also have a very, very good set of monthly, if not weekly, metrics that they use NHMR for business. So it's a well-run business.

Speaker Change: Offshore and they also have a very very good set of.

Speaker Change: Monthly if not weekly metrics that they used.

Speaker Change: And each of our business, so it's a well run business.

Ware Grove: Having said all that, I think we, and their margin profile, it's hard to compare apples to apples because of the partnership structure versus our structure. But after the first year, those structures will be combined, and we think we offer a very similar opportunity, compensation, and reward-wise to the new partners coming on board from Markham. But the operating leverage is really corporate structure, facilities, infrastructure. We can always improve pricing and efficiency in terms of client service delivery, and so there's a great focus on that, so that is some source of operating leverage. But the primary source is in the back office functions and the facilities and those kinds of things that we've achieved in the past.

Speaker Change #127: <unk> said, all that I think we and their margin profile, it's hard to compare apples to apples because of the partnership structure versus our structure, but after the first year of those structures will be combined and we think we offer a very similar opportunity compensation in reward wise to.

Speaker Change: To the new partners coming on board from a markup.

Speaker Change: But the.

Speaker Change: Operating leverage is really.

Speaker Change: Corporate structure facilities infrastructure.

Speaker Change: We can always improve pricing.

Speaker Change: Pricing and.

Speaker Change: Especially C in terms of client service delivery and so there's a great focus on that so that is some source of operating leverage but the primary sources in the back office functions and the facilities and those kinds of things that we achieved in the past yeah.

Ware H. Grove: And so there's a great focus on that, so that is some source of operating leverage. But the primary source is in the back office functions and the facilities and those kinds of things that we've achieved in the past. Yeah. Andrew, this is Jerry Grisko.

Ware Grove: Yeah, Andrew, I'm just sure you're just going to just add a little bit more color. We're said that it's hard to compare kind of the profitability apples to apples, but as best we can, they appear to be a very profitable firm. And we think that our margins will expand even greater as a result of some of the efficiency we get to come.

Jerome P. Grisko: Just to add a little bit more color, Ware said that it's hard to compare kind of the profitability apples-to-apples, but as best we can, they appear to be a very profitable firm, and we think that our margins will expand even more as a result of some of the efficiency we get from the competition. And maybe one more if I could squeeze it in, just on the synergies, actually maybe the accretion

Speaker Change: Andrew This is Gerry and Chris could I, just add a little bit more color.

Andrew Owen Nicholas: We're sad that it's hard to compare kind of the profitability apples to apples, but as best we can they appear to be a very problem.

Speaker Change #121: And we think that our margins will expand even greater as a result of some of the efficiency you get the combination.

Andrew Nicholas: Awesome, and maybe one more if I could squeeze it in.

Speaker Change: Awesome.

Speaker Change: Maybe one more if I could squeeze it in.

Ware Grove: Just on the synergies, actually maybe the accretion math. You said $25 million of cost synergies; I think it was by 2026. I didn't touch what you said in terms of what might be baked in on that front in the 25 accretion number, and then also the 10% earnings accretion in 25.

Speaker Change:

Speaker Change: Just on the synergies actually maybe the accretion math.

Speaker Change:

Jerome P. Grisko: He said $25 million of cost synergies, I think it was by 2026. I didn't catch what you said in terms of what might be baked in on that front in the 25 accretion number and then also the 10% earnings accretion, in 25, does that include or exclude purchase price amortization from, you know, the market? Yeah, great question.

Speaker Change #119: You said $25 million of cost synergies I think it was by 2026.

Speaker Change #111: I didn't catch what you said in terms of what might be baked in on that front would be at 25 accretion number and then also the 10% earnings accretion.

Speaker Change #118: In 25 does that include.

Ware Grove: Does that include or exclude purchase price amortization from the market deal? Yeah, a great question. First of all, the synergies—very, very little the first year. In the first year, we're really focused on integrating the businesses, and some of the duplicative costs start to come out, but they really don't gain traction until the second year and into the third year. When you compare apples to apples, you are, in fact, right that if you remove the impact of the accretion that's acquisition related, that's where you get the amortization that's acquisition related. That's where you get the accretion before and after, and you also get accretion building because that synergies kick in and as the company delivers and interest rates and interest costs come down, and as operating leverage margin improvement, we can achieve that in year 2, 3 and 4.

Speaker Change #115: Or exclude.

Speaker Change #144: Purchase price amortization from.

Speaker Change #129: The market deal.

Ware H. Grove: First of all, the synergies, very, very little the first year. In the first year, we're really focused on, you know, integrating the businesses and some of the duplicative costs start to come out, but they really don't gain traction until the second year and end of the third year. And when you compare apples to apples, you are, in fact, right, that if you remove the impact of the accretion that's acquisition related, that's where you get the amortization that's acquisition related, that's where you get the accretion before an apple, and you also get accretion building because as synergies kick in and as the company de-levers and interest rates and interest costs come down and as operating leverage margin improvement we can achieve that in year two, three, and four, the accretion builds from that initial 10 percentage.

Speaker Change: Yeah, a great question and first of all the synergies are very very little of the first year in the first year, we're really focused on you know.

Speaker Change: Integrating the businesses and some of the duplicative costs start to come out, but they really don't gain traction until the second year in the end of the third year.

Speaker Change: And when you compare apples to apples.

Speaker Change #107: You are in fact right that if you if you remove the impact of the accretion that's acquisition related that's where you get the amortization that's right.

Speaker Change #107: Acquisition related that's where you get the accretion before and after.

Speaker Change #107: And you also get accretion building because they have synergies kick in and as the company the levers and interest rates and interest costs come down and is operating leverage margin improvement that.

Speaker Change #107: We can achieve that in year, two three and four are the accretion builds from that initial 10% a year.

Ware Grove: The accretion builds from that initial 10% of year. I'm sorry, where is you are adding that back to get to the 10% of that note, Murray, or you're not? Yes, in fact, to be clear, we are adding that back as an adjustment. That's a non-gash acquisition driven amortization expense that would be driven by the amortization and the intangible assets, the client lists and other intangible assets that are, you know, re-result in an amortization expense that's a gap. Amortization Expense.

Ware H. Grove: I'm sorry, so sorry. You are adding that back to get to the 10% number, or aren't you? Yes, yes. In fact, to be clear, we are adding that back as an adjustment. That's a non-cash acquisition-driven amortization expense that would be driven by the amortization of the intangible asset, the client list, and other intangible assets that result in an amortization expense that's a gap

Speaker Change: I'm, sorry, so sorry.

Murray: You are adding that back to get to the 10 months that note Murray.

Speaker Change #116: Yes in fact to be clear, we are adding that back as an adjustment that's.

Murray: That's a noncash acquisition driven.

Speaker Change: Amortization expense that would be driven by the amortization of the intangible asset the client lists and other intangible assets.

Speaker Change: Result in amortization expense.

Speaker Change: GAAP amortization.

Speaker Change: Amortization expense.

Andrew Nicholas: I understand. Thank you very much.

Speaker Change #120: Understood. Thank you very much.

Speaker Change: Yeah.

Marc Riddick: Our next question comes from Mark Riddick from City. Please go ahead with your question.

Andrew Owen Nicholas: Thank you very much. Our next question comes from Marc Riddick from Citi. Please go ahead with your question. Oh, good morning. Good morning, Marc.

Speaker Change: Our next question comes from Marc Riddick from Citi. Please go ahead with your question.

Marc Riddick: Thank you, morning. Morning, Mark.

Marc Frye Riddick: Hi, good morning.

Marc: Good morning, Mark.

Marc Frye Riddick: So I wanted to, I guess, maybe have a similar sort of cadence here as far as we'll start with the quarter and commentary for the year first and then move over to Markham. I was sort of curious, it seems as though from your answers to the prior questions, I wanted to talk a little bit about the full year guide relative to the 2Q results. It seems as though some of the project work or some of the things that were delayed since you had, I guess, maybe some level of visibility.

Marc Riddick: So I wanted to, I guess, maybe you have a similar sort of data to your start with the quarter and commentary for the year first and then move over to Mark. I was sort of curious. It seems yourself from your answers on the prior questions. I wanted to talk a little bit about with the full-year guide relative to Q results. It seems as though some of the project work or some of the things that were delayed since you had, I guess, maybe some level of visibility. With the EPS guide, it certainly seems as though you're taking into account the opportunity to adjust expenses.

Marc Frye Riddick: So I wanted to I guess, maybe you have a similar sort of cadence here as far as well, we'll start with the quarter and commentary for the year first and then move over to Mark I was sort of curious it seems yourself from your your your answers on the prior questions I wanted to talk a little bit about with the full year guide.

Marc: <unk> to the two Q results it seems as though some of the.

Speaker Change #122: The project work or some of the things that were delayed since you had I guess, maybe some level of visibility with the with the E. P. S Guide it certainly seems as though you're taking into account the opportunity to adjust expenses I'm not necessarily that all revenue is just going to shift into the back half of the year is that a reasonable way of looking at.

Marc Frye Riddick: With the EPS guide, it certainly seems as though you're taking into account the opportunity to adjust expenses, not necessarily that all revenue is just going to shift into the back half of the year. Is that a reasonable way of looking at the full-year guide relative to the second quarter?

Ware Grove: Not necessarily that. All revenue was just going to shift into the back half of the year. Is that a reasonable way of looking at the full-year guide relative to the second quarter? Yes, Mark, I'm glad you asked that question. We do have a number of variable expenses where we can pull levers as appropriate, as needed. So yes, in terms of the full year guidance, we'll do what we need to do in terms of managing the variable components of the expense for sure.

Mark: For the full year guide relative to the second quarter results Mark I'm glad you asked that question. We do have a number of variable expenses, where we can pull levers.

Ware H. Grove: Yeah, Marc, I'm glad you asked that question. We do have a number of variable expenses where we can pull levers as appropriate and as needed. So, yes, in terms of the full-year guidance, we'll do what we need to do in terms of managing the variable components of the expense for sure. Okay, great.

Speaker Change #130: As appropriate as needed so yes in terms of the full year guidance, we will do what we need to do in terms of managing the variable components of the expense for sure.

Marc Frye Riddick: And then the things that you saw, and I guess it's a little specific, I guess, but the things that you saw clients delay or sort of, you know, push to the right on the types of projects, were there any, was there a commonality to the types of projects that are being delayed or whether it was the types of projects or the types of clients that were delaying these projects, or was it sort of general? Yeah, so Marc, before every call, we go out and ask our offices, ask our regions, and ask our service lines what they're experiencing in the market.

Ware Grove: Okay, great. And then the things that you saw, and I guess it's a little specific, I guess, but the things that you saw clients delay or sort of, you know, push to the right, I guess, on the types of projects. Were there any, was there a commonality to the types of projects that are being delayed, or whether it was the types of projects, or the types of clients that were delaying these projects, or was it sort of general? Yes, Mark, before every call, we go out and ask our offices, ask our regions, ask our service lines what they're experiencing to the market.

Speaker Change #103: Okay, Great and then the things that you saw in I guess, it's a little specific I guess, but the things that you saw clients delay or sort of you know.

Speaker Change #136: Pushed to the right I guess on the what the types of projects, where there any was there a commonality to the types of projects that are being delayed or whether it was the types of projects or the types of clients that were delaying these projects or was it sort of general.

Speaker Change: Yeah, So Barbara before every call we go out and ask our offices eschar regions Eschar service lines, what they were experiencing in the market I will tell you that as you would expect and as you're reading in the news and as we've experienced small middle market businesses continue to be largely optimistic what we did experience, though during the first half is there.

Ware Grove: I will tell you that, as you would expect, and as you're reading in the news, and as we've experienced, small little market businesses continue to be largely optimistic. What we did experience though during the first half is that on the margin, some of the more discretionary expenses that they eventually will make and investments that they'll make, they were somewhat happened in making those decisions in the second half. And that's really what those comments were about. Things around systems, things around payroll, things anywhere where they can put that decision off for some period of time and continue to run their business.

Marc Frye Riddick: I will tell you that, as you would expect, and as you're reading in the news, and as we've experienced, small middle market businesses continue to be largely optimistic. What we did experience, though, during the first half, some of the more discretionary expenses that they eventually will make and investments that they'll make, they were somewhat tepid in making those decisions in the second half. And that's really what those comments were about.

Speaker Change #103: On the margin some of the more discretionary expenses that they eventually will will make an investment there.

Speaker Change #103: They were somewhat tepid in making those decisions in the second half and that's really what those comments were about things around systems things around payroll anywhere where they they can put their best decision off for some period of time.

Jerome P. Grisko: Things around systems, things around payroll, things anywhere where they can put that decision off for some period of time and continue to run their business. We did experience some of that, and that's what we heard. But I think the message is that, and certainly one that we're looking forward to in the second half, is that our clients remain largely optimistic about their prospects for the remainder of the year. Okay, that's helpful, and I appreciate the comments there.

Marc: And to run their business.

Ware Grove: We did experience some of that, and that's what we heard. But I think the message is that, and certainly one that we're looking to in the second half, is that our clients remain largely optimistic about their prospects for the remainder of the year, as it were.

Speaker Change #131: Did experience some of that and that's what we heard but I think the message is that and certainly one that where we're looking to the second half is that are there our clients remain largely optimistic about their prospects for the remainder of the year as.

Speaker Change #131: As a group.

Marc Riddick: Okay, that's helpful, and I appreciate the comments there. And now shifting over to Mark, and I was wondering if you could sort of maybe, and first of all, I really appreciate all the detail and the dual slide decks and everything that you provided. You could obviously put a lot of work and bond into sharing the information that you've shared today, and I really do appreciate that.

Speaker Change: Okay. That's that's helpful and I appreciate the comments there and now shifting over to the market I was wondering if you could sort of maybe.

Marc Frye Riddick: And now, shifting over to Marc and Miles, I wonder if you could, sort of, maybe... First of all, I really appreciate all the detail and the dual slide decks and everything that you've provided. You've obviously put a lot of work and thought into sharing the information that you've shared today, and I really do appreciate that. I wanted to sort of maybe, if you could spend a little time sort of talking about sort of how this transaction sort of came to be, and I think in your prepared remarks you made some commentary around some of the use of cash decisions that you've made year-to-date that maybe had this in mind around share repurchase, but maybe you could talk a little bit about sort of, you know, give us a little bit of the back story as to Yeah, well, Marc, it was kind of in our comments, which is that this is a transaction that we've been preparing for throughout our history, right?

Speaker Change #143: First of all I really appreciate all the detailed in depth the dual slide decks and everything that you've provided.

Speaker Change #135: Obviously put a lot of work and bought into sharing the information that you've shared today and I really do appreciate that I wanted to sort of maybe if you could spend a little time sort of talking about sort of how this transaction came to be it either in your I think in your prepared remarks, you made some commentary around some of the use of past decisions that you've made year to date.

Jerry Grisco: I wanted to sort of maybe, if you could spend a little time trying to talk about sort of how this transition sort of came to be, and you're thinking you prepared remarks and made some commentary around some of the use of cash decisions that you've made here today that maybe had this in mind around share repurchase. But maybe you could talk a little bit about sort of, give us a little bit of the backstory as to sort of when all of this got started, how it got started in the like. Yeah, well, Mark, it was kind of in our comments, which is, this is a transaction that we've been preparing for throughout our history, right?

Speaker Change #108: That maybe you had this in mind around share repurchase, but maybe you could talk a little bit about sort of give.

Speaker Change #142: Give us a little bit of the the back story as to sort of when all of this got started how it got started and the like.

Speaker Change #139: Yeah, well market that was kind of in our in our comments, which is this is this is a transaction that we've been preparing for it throughout our history right. So we've made a lot of acquisitions, we have a successful track record of not only acquiring but onboarding and integrating.

Jerome P. Grisko: So we've made a lot of acquisitions. We have a successful track record of not only acquiring but onboarding and integrating. And we knew that the time would come when we would look at something of scale. This one just happened to check all the boxes and create very strong alignment.

Jerry Grisco: So we've made a lot of acquisitions. We have a successful track record of not only acquiring but onboarding and integrating. And we knew that the time would come when we would look at something of scale. This one just happened to check all the boxes and create very strong alignment. Why were we looking at something of scale? When we think about some of the significant changes in the industry, we talk a lot about the work or talent in order to win that war, our ability to have the scale to be able to make investments to support our workforce, as I mentioned earlier, to put them with the tools that are best in class, and to allow them to do more interesting work for our clients and bring them more innovative solutions, kind of come up that value chain of the client.

Speaker Change: And we knew that the time would come when we would look at something of scale. This one just happened to check all the boxes and create very strong alignment why are we looking at something of scale. When we think about some of the <unk>.

Jerome P. Grisko: Why were we looking at something of this scale? When we think about some of the significant changes in the industry, we talk a lot about the war for talent. In order to win that war, our ability to have the scale to be able to make investments to support our workforce, as I mentioned earlier, to equip them with the tools that are best in class and to allow them to do more interesting work for our clients and bring them more innovative solutions, kind of goes up that value chain of the client.

Speaker Change: Difficult changes in the industry, we talked a lot about the war for talent in order to win that war, our ability to have the scale to be able to make investments to support our workforce as I mentioned earlier to equip them with the tools that are best in class and to allow them to do more interesting work for our clients and bring them more innovative.

Jerome P. Grisko: We think we're better positioned now than ever to compete in that war for talent and to win that war. The second thing is really the investments that are required to be made. We talk a lot about AI and other investments. Those are tools that will not only create back office efficiency, which is what we do, but also the combination of AI, human intelligence, and data, and making investments in those three areas that allow us to bring more innovative solutions to our clients, higher-value solutions to our clients. It's all important to make investments.

Speaker Change: <unk> kind of come up that value chain with the client we think we're better positioned now than ever to compete for that work for talent and to win that work. The second thing is really the investments that are required to be made and we've talked a lot about AI.

Jerry Grisco: We think we're better positioned now than ever to compete for that work or talent and to win that war. The second thing is really the investments that are required to be made. We talk a lot about AI and other investments. Those are tools that will not only create back office efficiency what we do, but also the combination of AI, human intelligence, data, and making investments in those three areas that allow us to bring more innovative solutions to our clients, higher value solutions to our clients, are all important to take investments. So scale allows us to make those investments and spread it all across a much larger organization.

Speaker Change: In other investments those are tools that will not only create back office efficiency, what we do but also the combination of AI and human intelligence data and making investments in those three areas.

Speaker Change: That will allow us to bring more innovative solutions to our clients higher value solutions to our clients are all important to take investments and so scale allows us to make those investments and spread it out across a much larger organization. So there were.

Jerome P. Grisko: And so scale allows us to make those investments and spread them out across a much larger organization. There were a lot of reasons that we knew that the time would come when something like this we'd be interested in pursuing. And when this opportunity came, we were really struck by the alignment that this created. We've been on parallel paths, as Ware indicated; they also have a strong track record of growth, both organic and inorganic.

Jerry Grisco: So there were a lot of reasons that we knew that the time would come that something like this, that we'd be interested in pursuing, and when this opportunity came, we were really struck by the alignment that this created. We've been on parallel paths as we're indicated that AI was strong, also a track record of growth, growth, organic, and inorganic. They're committed to the middle market; is exactly what ours are. It gave us the ability to strengthen geographic markets that were very interested in strengthening, as Chris indicated, added industries that are very attractive to us. They have very strong leadership, very strong expertise that's just going to complement ours.

Jerome P. Grisko: A lot of reasons that we knew that the time would come back.

Speaker Change: Something like this we'd be interested in pursuing and Gwen when this opportunity came we were really struck by the alignment.

Gwen: But that is created.

Gwen: We'd been on parallel paths with where indicated they have a strong also a track record of growth both organic and inorganic.

Jerome P. Grisko: Their commitment to the middle market is exactly what ours is. It gives us the ability to strengthen geographic markets that we're very interested in strengthening. As Chris indicated, and in industries that are very attractive to us, they have very strong leadership, very strong expertise that's just going to complement ours. And perhaps most importantly, their vision for the future, again, around talent, around investments, around data, and around where the market's going and how we compete for clients and compete for talent.

Speaker Change: Amendment to the middle market is exactly what ours are.

Speaker Change: It gave us the ability to strengthen geographic markets.

Speaker Change #117: We're very interested in strengthening.

Christopher Paul Moore: As Chris indicated.

Christopher Paul Moore: And in industries that are very attractive to us.

Christopher Paul Moore: We have very strong leadership very strong expertise.

Christopher Paul Moore: Gonna complement ours, and perhaps most importantly, their vision for the future.

Jerry Grisco: And perhaps most importantly, their vision for the future, again, around talent, around investments, around data, and around where the market's going, and how we compete for clients and compete for talent.

Christopher Paul Moore: Again around talent around investments around data and around where the market is going and how we compete for clients complete for talent. So we.

Jerome P. Grisko: So we have this mantra, stronger together, and the more we got to know them, the more excited we were to come out of that diligence process convinced that together we would be even stronger and have the ability to accelerate. I appreciate it. Thank you very much and congratulations. And ladies and gentlemen, with that, we'll be concluding today's question and answer session. I'd like to turn the floor back over to Jerry Grisko for closing remarks.

Jerry Grisco: So we have this mantra of stronger together. And the more we got to know that, the more excited we were to come out of that villages process, convinced that together we will be even stronger and have the ability to accelerate.

Christopher Paul Moore: We have this mantra of stronger together and the more.

Christopher Paul Moore: We got to know that we're excited we were.

Jerome P. Grisko: To come out of that.

Marc: This process.

Marc: Convinced that.

Marc: Together, we will be even stronger.

Jerome P. Grisko: We have the ability to accelerate our growth.

Marc Riddick: I appreciate it. Thank you very much, and be congratulations.

Speaker Change #141: I appreciate it thank you very much and congratulations.

Marc: Yes.

Operator: And ladies and gentlemen, with that, we'll be concluding today's question-and-answer session.

Speaker Change #123: And ladies and gentlemen, with that we will be concluding today's question and answer session I'd like to turn the floor back over to Gary Chris go for closing remarks, great well I mean, if it was giving them.

Jerry Grisco: I'd like to turn the floor back over to Jerry Griscoe for closing remarks. Thank you, as I always do. I want to end today's call by thanking our shareholders and our analysts for your continued support. I also want to thank our team.

Jerome P. Grisko: Thank you, as I always do. I want to end today's call by thanking our shareholders and our analysts for your continued support. I also want to thank our team. Today, as you can imagine, is a monumental day in our history and, in many ways, the beginning of not only an exciting time today but a new chapter of opportunities for growth. Growth for you, growth for our business, growth for our clients. The announcement is also a testament to the collective dedication and resilience of our team and our shared commitment to excellence as one CBIZ.

Chris Spurio: But but but but thank you as I always do I want to end today's call by thanking our shareholders and our analysts for your continued support.

Jerome P. Grisko: I also want to thank our team today as you can imagine is a monumental day in our history and in many ways at the beginning of not only an exciting times a day, but a new chapter of opportunities for growth growth for you growth for our business growth for our clients.

Jerry Grisco: Today, as you can imagine, is a monumental later history. And in many ways, the beginning of not only an exciting time today, but a new chapter of opportunities for growth. Growth for you, growth for our business, growth for our clients. The announcement is also a testament to the collective dedication and resilience of our team, and our shared commitment to excellence is once serious. And both immensely proud and grateful for the extraordinary efforts by our team members that made this milestone a reality. And this extends to our future market, deeper to members who we've gotten to know very well over the past several months.

Marc: The announcement is also a testament to the collective dedication and resilience of our team and our shared commitment to excellence is once he does.

Jerome P. Grisko: I'm both immensely proud and grateful for the extraordinary efforts by our team members that made this milestone a reality, and this extends to our future Markham team members who we've gotten to know very well over the past several months. Together, we will expand our horizons of possibilities, strengthen our overall capabilities, and reach new heights that we truly feel will break away from others within our industry. As we move forward, we will continue to embrace our core values that are the foundation of our culture, which includes our focus on our people and our climate.

Marc: And both immensely proud and grateful for the extraordinary efforts by our team members that made this milestone a reality and this extends to our future market cheaper to members, who we've gotten to know very well over the past several months.

Jerry Grisco: Together, we will expand our horizons and possibilities, strengthen our overall capabilities, and reach new heights that we truly feel will break away from others within our industry. As we move forward, we will continue to embrace our core values that are the foundation of our culture, which includes our focus on our people and our clients. And today is the reminder of the power of many coming together around a shared vision and a common goal, and our futures never look prior.

Marc: Together, we will expand our horizons of possibilities strengthened our overall capabilities and reach new heights that we truly feel breakaway from others within our industry.

Marc: As we move forward, we will continue to embrace our core values that are the foundation of our culture, which includes our focus on our people and our clients.

Jerome P. Grisko: And today is a reminder of the power of many coming together around a shared vision and a common goal, and our futures have never looked brighter. Thank you all. We look forward to continuing our conversations. And, ladies and gentlemen, with that, we'll conclude today's conference call and presentation. We thank you for joining. You may now disconnect your lines.

Marc: Today's the reminder of the power of many coming together around a shared vision and a common goal and our future has never looked brighter. Thank you. All we look forward to continue our conversations have a great day.

Operator: Thank you all. We look forward to continuing our conversations.

Operator: Have a great day.

Operator: And ladies and gentlemen, with that, we'll conclude today's conference call and presentation. We thank you for joining. You may now disconnect your line.

Speaker Change #138: And ladies and gentlemen, with that we'll conclude today's conference call and presentation. We thank you for joining.

Speaker Change #102: May now disconnect your lines.