<SEC-DOCUMENT>0001193125-24-191532.txt : 20240801
<SEC-HEADER>0001193125-24-191532.hdr.sgml : 20240801
<ACCEPTANCE-DATETIME>20240801161826
ACCESSION NUMBER:		0001193125-24-191532
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20240801
DATE AS OF CHANGE:		20240801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CBIZ, Inc.
		CENTRAL INDEX KEY:			0000944148
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		ORGANIZATION NAME:           	07 Trade & Services
		IRS NUMBER:				222769024
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEFA14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32961
		FILM NUMBER:		241166985

	BUSINESS ADDRESS:	
		STREET 1:		5959 ROCKSIDE WOODS BLVD N.
		STREET 2:		SUITE 600
		CITY:			INDEPENDENCE
		STATE:			OH
		ZIP:			44131
		BUSINESS PHONE:		2164479000

	MAIL ADDRESS:	
		STREET 1:		5959 ROCKSIDE WOODS BLVD N.
		STREET 2:		SUITE 600
		CITY:			INDEPENDENCE
		STATE:			OH
		ZIP:			44131

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTURY BUSINESS SERVICES INC
		DATE OF NAME CHANGE:	19980218

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL ALLIANCE SERVICES INC
		DATE OF NAME CHANGE:	19961031
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>d858721ddefa14a.htm
<DESCRIPTION>DEFA14A
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<HTML><HEAD>
<TITLE>DEFA14A</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SCHEDULE 14A
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Proxy Statement Pursuant to Section&nbsp;14(a) of the </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Securities Exchange Act of 1934 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:2%; text-indent:-2%; font-size:10pt; font-family:Times New Roman">Filed by the Registrant&#8194;&#9746; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:2%; text-indent:-2%; font-size:10pt; font-family:Times New Roman">Filed by a Party other than the Registrant&#8194;&#9744; </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; margin-left:2%; text-indent:-2%; font-size:10pt; font-family:Times New Roman">Check the appropriate box: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Preliminary Proxy Statement </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B></B>&#9744;<B></B><B></B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Confidential, for Use of the Commission Only (as permitted by Rule
<FONT STYLE="white-space:nowrap">14a-6(e)(2))</FONT> </B></P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Definitive Proxy Statement </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Definitive Additional Materials </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting Material under <FONT STYLE="white-space:nowrap">&#167;240.14a-12</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>CBIZ, INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Name of
Registrant as Specified In Its Charter) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not applicable. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Name of Person(s) Filing Proxy Statement, if other than the Registrant) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Payment of Filing Fee (Check the appropriate box): </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No fee required. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fee paid previously with preliminary materials. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
<FONT STYLE="white-space:nowrap">14a-6(i)(1)</FONT> and <FONT STYLE="white-space:nowrap">0-11</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the transactions contemplated by the previously announced Agreement and Plan of Merger
(the &#147;Merger Agreement&#148;), dated July&nbsp;30, 2024, among CBIZ, Inc., a Delaware corporation (the &#147;Company&#148; or &#147;CBIZ&#148;), Marcum LLP, a New York registered limited liability partnership (&#147;Marcum&#148;), Marcum
Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (&#147;MAG&#148;), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (&#147;Merger Sub&#148;), and Marcum
Partners SPV LLC, a Delaware limited liability company, the Company is submitting herewith a transcript of a conference call with investors held on July&nbsp;31, 2024: </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CBIZ, Inc.(Q2 2024 Earnings) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>July&nbsp;31, 2024 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:2%; font-size:10pt; font-family:Times New Roman"><B>Corporate Speakers: </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Lori Novickis; CBIZ, Inc.; Director of Corporate Relations </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Jerry Grisko; CBIZ, Inc.; President and Chief Executive Officer </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Ware Grove; CBIZ, Inc.; Chief Financial Officer </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Chris Spurio; CBIZ, Inc.; President, Financial Services </P></TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:2%; font-size:10pt; font-family:Times New Roman"><B>Participants: </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Christopher Moore; CJS Securities; Analyst </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Andrew Nicholas; William Blair; Analyst </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Marc Riddick; Sidoti; Analyst </P></TD></TR></TABLE>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PRESENTATION </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Operator&#094; Good
morning. And welcome to the CBIZ Second Quarter and First Half 2024 Results and the Marcum Acquisition Conference Call. (Operator Instructions) Please also note, today&#146;s event is being recorded. At this time I would like to turn the floor over
to Lori Novickis, Director of Corporate Relations. Ma&#146;am, you may begin. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Lori Novickis&#094; Good morning, everyone. And thank you for joining us on
today&#146;s conference call to discuss CBIZ&#146;s second quarter and first half 2024 results and the Marcum acquisition, which was also announced this morning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a reminder, this call is being webcast and a link to the live webcast can be found on our Investor Relations page of our website cbiz.com. A replay and
transcript will also be made available after the call. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The press releases and investor presentations for both our second quarter and first half results,
and the Marcum acquisition have been posted to the Investor Relations page of our website. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We will begin with our prepared remarks of our financial
results and then discuss the Marcum acquisition, followed by Q&amp;A. The presentation for the Marcum acquisition will be referenced during this call and again, is posted on our website. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Before we begin, we would like to remind you that during the call management may discuss certain <FONT STYLE="white-space:nowrap">non-GAAP</FONT> financial
measures. Reconciliations of these measures can be found in the financial tables of today&#146;s press releases and investor presentation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Today&#146;s call may also include forward-looking statements regarding our business, financial condition,
results of operations, cash flows, strategies and prospects as well as with respect to the Marcum transaction. Forward-looking statements represent only estimates on 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&#146;t yet occurred, these statements are inherently subject to risks and uncertainties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Many factors could cause future results to differ materially and CBIZ assumes no obligation to update these statements. A more detailed description of such
factors can be found in today&#146;s press releases and in our filings with the Securities and Exchange Commission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Finally, we would also like to refer
you to important information in today&#146;s press releases related to the Marcum acquisition and the related proxy solicitation that we will be undertaking. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Joining us for today&#146;s call are Jerry Grisko, President and Chief Executive Officer; Ware Grove, Chief Financial Officer; and Chris Spurio, President of
our Financial Services division. I will now turn the call over to Jerry. Jerry? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Thank you, Lori. Good morning, everyone. Earlier today
we announced our agreement to acquire Marcum, the 13th largest accounting firm in the country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When this transaction closes, our combined businesses will
have revenues of approximately $2.8&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We plan to devote a considerable amount of our time this morning
walking through some of the specific details around this transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But before I do that, I want to first outline our financial performance for the
second quarter, and then we&#146;ll ask Ware Grove, our CFO, to provide additional details on our results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So let&#146;s begin with our financial
results. We are pleased to report that our second quarter results were generally in line with the internal expectations, and that the overall health of our business remains strong. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the second quarter, total revenue was up 5.4%, with total revenue up to 7.2% for the first half of the year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To better understand our performance to date and some of the factors impacting our results, I want to start by unpacking some of the unique headwinds we faced
this quarter. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a reminder, we typically caution against comparing any given quarter in the year to the same period in
the prior year as we occasionally experience more volatility in our financial results quarter-over-quarter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I want to start by describing a specific
event within our property and casualty insurance business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fortunately, this type of event
is very rare for CBIZ, and we have contractual agreements in place to mitigate these scenarios. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We are currently pursuing our legal remedies relating to
this matter. That said, the impact of this event equates to $0.03 adjusted EPS for the second quarter and for the first half of the year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to
the business impact, we also saw an increase in related legal expenses. Next, we incurred approximately $6.7&nbsp;million in expenses in the second quarter relating to the Marcum transaction. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. Now I would like to briefly touch on the performance of our two major divisions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For our Financial Services division, we were pleased to experience continued steady demand for our core accounting and tax services. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 and did
not recur to the same degree in the same period this year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Also within our Advisory services, we experienced the impact of a more subdued M&amp;A market
than expected, with transaction volume being mainly smaller <FONT STYLE="white-space:nowrap">bolt-on</FONT> deals compared with larger platform deals. That said, we continue to see strong demand for services that support the private equity industry,
including strategic FD&amp;A and office of the CFO services as well as our valuation services. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our government health care consulting business continued its rebound and demonstrating strong momentum with
growth in new projects when compared to the same period last year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Looking ahead, this group enters into the second half of the year with a healthy
pipeline of new opportunities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Now turning to our Benefits and Insurance division, where after we adjusted the impact of the P&amp;C event, we achieved
total revenue growth across each of our major service lines. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The 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&#146;ve experienced over the past several years. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In summary, our quarter-over-quarter earnings were impacted by the items discussed earlier, but the underlying health of the business remains strong, and we
are optimistic about the prospects for the business for the remainder of the year. I will now turn it over to Ware to discuss more details on our performance for the second quarter and the first half of the year. Ware? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Thank you, Jerry. And good morning, everyone. Of course, the big news today is the announcement that we have reached a definitive agreement
to acquire Marcum. With revenue of approximately $1.2&nbsp;billion, this transaction is a major step forward for CBIZ. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In a moment, Chris Spurio,
President of our Financial Services division, along with Jerry and I will review highlights of this transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But first, let me make a few brief
comments on the second quarter and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-date</FONT></FONT> numbers we released this morning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Second quarter and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-date</FONT></FONT> results include approximately
$6.7&nbsp;million of costs associated with diligence and other professional fees related to the Marcum transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Those 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 comparisons. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 second quarter a year ago. Let me unpack the highlights. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A year ago, in 2023, we did a considerable number of employee retention tax credit filings for strategically
important CBIZ clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Second quarter this year, we generated $2.6&nbsp;million less of nonrecurring 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 nonrecurring tax project work presents a second quarter headwind this year impacting adjusted earnings per share by $0.04 per share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, we have talked about our intentional migration from client relationships that do not meet minimum thresholds of profitability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&nbsp;million this year compared to last year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As Jerry mentioned, there was an incident where six
CBIZ personnel within our Property&nbsp;&amp; 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 covenants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&nbsp;million with an earnings per share impact of approximately $0.03 per share. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At the end
of the first quarter, I commented that our self-insured health benefits program was incurring higher-than-normal claims cost. This tends to be somewhat unpredictable, and this higher level of claims cost has continued into the second quarter with an
incremental $0.02 per share impact in the second quarter and then a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-date</FONT></FONT> impact of $0.05 per share. 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 last year to support our growth. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As
a result, comparisons to the first half this year are headwinds and impact earnings per share by approximately $0.02 per share and impact <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-date</FONT></FONT> results by $0.03
per share. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Same unit revenue in the second quarter was up by 2.8%, with acquisitions contributing an additional 2.6% growth compared with last year. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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%. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the six months, total revenue within Financial Services was up 7.5% and same unit revenue for the six months was up 4.1%. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 the second quarter incident, same-unit revenue would have grown approximately 3.8%. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the six
months, same unit revenue grew by 4.2%. And absent the P&amp;C 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We are extremely pleased to have these people and those teams on board this year. They are performing in line with our expectations. Now turning to the cash
flow and the balance sheet. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June 30, 2024, the balance outstanding on the $600&nbsp;million unsecured facility was $381&nbsp;million with about
$210&nbsp;million of unused capacity. With leverage of approximately 1.7x adjusted EBITDA, this provides plenty of capacity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the upcoming Marcum
acquisition, we have financing commitments in place. And in a moment, I will share details of the financing plan for the Marcum+ acquisition. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the
first half of this year, we used approximately $68&nbsp;million for acquisitions including <FONT STYLE="white-space:nowrap">earn-out</FONT> payments on previously closed transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For <FONT STYLE="white-space:nowrap">earn-out</FONT> payments, we expect to use approximately $16.6&nbsp;million over the remainder of this year,
approximately $40.2&nbsp;million next year in 2025, approximately $15.9&nbsp;million in 2026 and then another $7.5&nbsp;million in 2027. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Since the end of
2019, we have closed 23 acquisitions and we have deployed approximately $457&nbsp;million of capital for acquisition purposes including the <FONT STYLE="white-space:nowrap">earn-out</FONT> payments over that time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Beyond using capital for acquisitions, we have the flexibility and the desire to use capital for share repurchases. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Marcum transaction has been under consideration for most of this year, we have not been actively repurchasing shares to date in 2024. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Since the end of 2019, we have repurchased approximately 9.4&nbsp;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&nbsp;million of capital has been used towards this open market repurchase activity over that time period. Days sales outstanding on
June&nbsp;30 was 95 days compared with 94 days a year ago. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bad 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&nbsp;million compared with $9.2&nbsp;million last year. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Year-to-date,</FONT></FONT> depreciation and
amortization is $19&nbsp;million compared with $17.8&nbsp;million last year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the full year, we expect depreciation and amortization of approximately
$37.6&nbsp;million this year compared with approximately $36.3&nbsp;million last year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For those of you who 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 2024 amortization expense was $12&nbsp;million, and for the full year, this may be approximately $24&nbsp;million. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Capital spending for the first half this year was $7&nbsp;million, and for the full year, we&#146;re expecting capital spending within our normal range of
approximately $12&nbsp;million to $14&nbsp;million. The effective tax rate for the six months this year was 26.9%, slightly lower than 27.6% from a year ago. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the full year, we continue to project a tax rate of approximately 28%. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect the Marcum transaction to close in the fourth quarter this year. When the transaction closes, this will give us an opportunity to talk in more
detail about guidance for 2025 at that time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Looking at the core business, we saw a number of nonrecurring items impact second quarter and first half
growth. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We think second half results will reflect stronger year-over-year growth. The property and casualty incident that I described earlier is expected
to have an impact on full year results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We are projecting a full year 2024 adjusted earnings per share impact of approximately $0.06 per share from this
lost business. 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 is essentially reflects the property and casualty driven reduction of $0.06 per share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Absent this impact, the balance of the business is performing well and is in line with our expectations. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So considering this property and casualty related adjustment and excluding any future impact of the Marcum
transaction, I can recap full year guidance for 2024 as follows: 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On an adjusted basis, we expect 2024 adjusted earnings per share to increase within a range of 10% to 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 at approximately 28%. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&nbsp;million to 50.5&nbsp;million shares for the full year in 2024. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So with those comments, let&#146;s turn our attention and discussion to the Marcum acquisition announcement. Jerry, I&#146;ll turn it back over to you. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We anticipate the transaction to close during the fourth quarter. And until that time, we will continue to operate as
separate entities. Throughout our presentation today, we&#146;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I kicked off today&#146;s call by outlining what the combined organization will be including revenue of approximately $2.8&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But more than that, our announcement today is a significant milestone in our nearly 30 day &#151; <FONT STYLE="white-space:nowrap">30-year</FONT> 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 industries. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 them perform at their best and by providing meaningful work in helping clients in their most important opportunities and challenges. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Some of the
key transaction terms and features include an enterprise value of approximately $2.3&nbsp;billion, which is a multiple of 12x adjusted EBITDA or 10.1x including the value of the tax asset that was a feature of the transaction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The consideration will be paid approximately 50% in cash and 50% in CBIZ shares, which creates strong alignment with our shareholder, stakeholder group. Pro
forma net debt, as Ware indicated, will be about [3.25%x] at close, and we expect to delever quickly over time. The expecting earnings impact will include about a 10% adjusted EPS accretion in year one and growing over a number of years. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And the estimated close date, as we indicated, it will be the fourth quarter of this year. At this point, I&#146;ll turn it over to Chris Spurio, President of
our Financial Services division to talk about our <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">go-to-market</FONT></FONT> strategy. Chris? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chris Spurio&#094; Thank you, Jerry. Marcum is a highly regarded accounting firm, whose roots date back to 1951. The firm is headquartered in New York City
and has a long successful track record of organic growth coupled with acquisitions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Speaking of acquisitions, they completed 45 since [2008]. Today
Marcum is the 13th largest accounting firm in the U.S. with $1.2&nbsp;billion in revenue. They have over 3,500 employees and 35,000 clients. Marcum serves their clients through 43 offices, which are primarily located in New England, New York,
Philadelphia, Florida and California. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Like CBIZ, they deliver exceptional accounting, tax and advisory services to the middle market. And while there is
a lot of alignment in what we do, they also provide unique services through different industries than ours, all of which we are excited about and have plans to leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Together with CBIZ, we will leverage our collective national resources and expertise, along with our local relationships and delivery through 21 major
markets, 10,000 team members and 135,000 clients. As Jerry mentioned, this acquisition will make us the seventh largest accounting service provider in the U.S. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Also our size 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our <FONT STYLE="white-space:nowrap">Mid-Atlantic</FONT> market in Pennsylvania and Maryland will quadruple.
We will be the fourth largest organization in Philadelphia. And our Southeast market and West Coast practices scale up considerably. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The way we manage
our businesses is very similar. The way they manage their business is very similar to ours. We both manage our accounting and tax practices through regional structures and complement those groups with a suite of national advisory services. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As it relates to the specific services and solutions we provide to 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, we are excited about combining their
technology practice with ours and leveraging our collective innovation teams and resources. The attributes that may CBIZ so unique including strong historic growth, recurring revenue, pipeline retention rates and consistent cash flows will not
change. Actually, this acquisition only amplifies those attractive attributes, as Marcum shares many, if not all of the same. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 project base. With that, I will turn it back to Jerry. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Thank you, Chris. While the work to date has been largely around due diligence and structuring the transaction, immediately starting today
through closing, will be focused on the integration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our combined &#151; at closing, our focus will be on first people, making sure that we understand
the talent that we&#146;re acquiring and make sure that they&#146;re properly <FONT STYLE="white-space:nowrap">on-boarded</FONT> and integrated with our teams. Our approach to client service and aligning that as well as elevating our brand. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Also beginning quickly following the closing and continuing 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 and consistent and aligned OneCBIZ approach, and in &#145;26 and beyond, we would expect to see the full value of the approximately $25&nbsp;million in anticipated cost synergies and fully
aligned processes and systems. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As Chris mentioned, we have a strong alignment in historic M&amp;A. We both combined 120 acquisitions since 2008. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We&#146;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. Ware? </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Thanks, Jerry. For those of you who are on audio only I&#146;m on Page 19 of the deck, if
you have that in front of you and if it&#146;s not on your screen. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But the combination of CBIZ and Marcum 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&#146;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&#146;re achieving here, I think, will enhance our ability to do that. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So with respect to the revenue growth,
clearly, we&#146;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&#146;ve
got the same margin enhancement, operating leverage tools in place only with greater scale and greater opportunity ahead. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So you&#146;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Now to that, as we combine and integrate after the first year or so because we&#146;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Just be assured that the model and
that the projections we&#146;re sharing with you are highly dependent upon synergies so that I think the fundamental attributes of the business can achieve the kinds of results we&#146;ve achieved in the past only on an enhanced basis. With respect
to the initial leverage of the business, we are levering up into a 3.25x to 3.5x 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So within 18 months or so, I think you&#146;re going to see a very rapid deleveraging after we get the integration
activities attended to in that first year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So just turning to the next page on Page 20, the synergies without going deeply into that, the sources are
what you&#146;d expect. Basically, we have, given the size of the transaction at a very modest level of synergies built into our financial projections, perhaps they&#146;re more than that. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But we just need to align the operating and current organizational structures. We need to reduce the duplicative and overlap and marketing efforts and
sponsorships in local markets. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We also have some overlap in 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And of course, with facilities that leads us down the road
to <FONT STYLE="white-space:nowrap">co-locate</FONT> and reduce the facility&#146;s footprint where feasible, where we&#146;ve got people where colocation makes sense. And perhaps we&#146;ve got some extra space here and there where we can share
space and achieve some efficiencies and facilities as well. The transaction funding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We have a commitment from Bank of America to provide $2&nbsp;billion
of funding in two tranches. The first tranche is a $600&nbsp;million <FONT STYLE="white-space:nowrap">5-year</FONT> revolver, and the second tranche is a $1.4&nbsp;billion term loan A facility, also a <FONT STYLE="white-space:nowrap">5-year</FONT>
facility. So half of the consideration that we&#146;re paying for Marcum will be in cash and half in shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&nbsp;billion to $1.5&nbsp;billion initially. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Now
understand that will take care of refinancing existing debt including the existing debt on the Marcum facility. So we&#146;re not inheriting or assuming any debt on behalf of the Marcum facility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So with respect to the $1.4&nbsp;billion to the $1.5&nbsp;billion estimate, that&#146;ll leave us with about $500&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We&#146;ve
got plenty of cushion and plenty of liquidity. And of course, after the first year, we begin to rapidly deleverage. And we think that we can start to resume, what I&#146;ll call ordinary course or strategic acquisitions within the first 1.5 years to
two years after close, and of course, also have the flexibility to deploy capital for share repurchases at that point in time, too. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So the shares that go
out, now that I&#146;ve attended to the cash and the liquidity there, the shares that go out are based on a <FONT STYLE="white-space:nowrap">30-day</FONT> VWAP right before the signing here, and that will represent approximately 14&nbsp;million
shares and approximately 22% of the total shares outstanding after giving effect to the combined entity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So approximately 25% of those new shares will be
issued fairly immediately upon close. About 75% of the shares will be issued in a <FONT STYLE="white-space:nowrap">36-month</FONT> installment basis over the next three years. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And then of those two portions, about 5% of those shares will be reserved for what we&#146;ll call performance shares, and these shares will be issued to
&#151; as a retention tool with a retention service requirement of four years with Cliff Vesting for that to target retention of very valuable and highly valued new partners with market. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So the signal we&#146;re getting is that this
after a year one focus on integration activities and making sure we get the business operating as intended and stabilized, we&#146;re back to business in terms of acquisition activity and share repurchase, capital deployment and those things that we
have done in the past. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So with that, let&#146;s just conclude, and we&#146;ll turn to Page 23, which Jerry highlighted earlier, it&#146;s the strategic
rationale and all the bullet points there. So with that, I&#146;ll conclude, and we&#146;ll turn it back over to Jerry and maybe we go into discussion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Yes. Thank you, Ware. Just before we go into Q&amp;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&#146;re so excited about this. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I think
it&#146;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 were mentioned. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But most importantly, the opportunities it&#146;s going to provide for our team members. When we think about the war for talent and we think about what&#146;s
important to our team members, it&#146;s all about supporting them and their growth and their development, their career opportunities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It&#146;s about
providing them with the tools and the equipment that are <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">best-in-class</FONT></FONT> to be able to apply their trade and it&#146;s about showing appreciation to them through
competitive compensation and benefits and allowing them to come up the value chain to the clients and provide even more interesting work and more consultative work. And we&#146;re on a journey to do all of those things, and this accelerates that
journey. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So we&#146;re particularly excited about the opportunity that this presents to our workforce. And with that, I will turn it over for Q&amp;A.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>QUESTIONS AND ANSWERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Operator&#094; (Operator Instructions) Our first question today comes from Chris Moore from CJS Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Good morning guys, lots going on. Congratulations, looks interesting. Maybe we will just start with Q2 and then we can ask a few
questions perhaps on Marcum. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So we were &#151; EPS &#151; adjusted EPS was about $0.18 below kind of where &#151; the Street was looking
at right or wrong. The impact is roughly $0.06 from the P&amp;C issue there. And so estimates are coming &#151; your guidance is coming down about $0.06. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware kind of ran through some of the breakdown there. Some of that looks like it&#146;s not necessarily going to pick up in the second half of the year, some
will. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I just maybe if you could go a little bit deeper in terms of your ability to just lower the guide by $0.06, were we looking at the quarter
incorrectly? Or I know timing can be difficult? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes, Chris, this is Ware. I&#146;ll just talk about the timing. And it&#146;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 expect it to not really achieve. And I know we had a conversation at the
end of first quarter about the seasonality and be careful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But 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. I think we&#146;ve got an opportunity that as we lap those year-over-year comparisons, which are headwinds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 the first half. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&#146;re very comfortable at this point in time, aside from that $0.06 impact from Property and Casualty, we&#146;re very comfortable maintaining
&#151; otherwise, maintaining the balance of the business, the same guidance as we had before. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Got it. That&#146;s helpful. And
just &#151; and I know it&#146;s a tough one from a quarterly &#151; from cadence standpoint, is it &#151; you expect some of that improvement that will build throughout the second half? Or is there &#151; just trying to &#151; any thoughts you can
have in terms of kind of the Q2 and &#151; Q3 and Q4 strength? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; I can just give you a little color. It&#146;s not uncommon when we make
acquisitions that after the first year, when we&#146;ve implemented some of the new systems and basically integrated. There&#146;s a bit of a slump until people regain traction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. So that&#146;s just one example of why we&#146;re more
optimistic about the second half. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Got it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I appreciate that. Maybe a couple on Marcum. You&#146;ve &#151; starting to go into a little bit, besides scale, geography. Are there one or two areas
specifically of expertise at Marcum that will be readily and easily transferable to CBIZ clients? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Chris, do you want to take that one?
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chris Spurio&#094; There are several &#151; just to name one, they have a very attractive outsourced IT HR finance practice to <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-for-profits.</FONT></FONT> And it&#146;s a big segment of ours as well. So that&#146;s an area we think we can leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Also their technology practice, which provides a lot of outsourced IT, system implementations and whatnot is another area that we&#146;re really excited
about. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And lastly, just the industries that they&#146;re in, that we&#146;ve been wanting to get into such as alternative investments, digital assets,
food and beverage and others, we&#146;ll be able to leverage and capitalize on those as part of the transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So those are just a few. There&#146;s a
lot more. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Got it. That&#146;s a good start. And maybe just to make sure I understand in terms of the &#151; so the stock
component is going to be 25% on close, 75% over three years. Is that &#151; 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? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; It does, Chris. That&#146;s a great question. And the share count immediately will reflect all of those shares. They&#146;re just paid over a
<FONT STYLE="white-space:nowrap">36-month</FONT> time period, and that&#146;s &#151; I&#146;ll call it, a <FONT STYLE="white-space:nowrap">tax-friendly</FONT> structure for the seller. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Got it. And just &#151; I don&#146;t know Marcum well. In terms of who&#146;s actually getting the stock. It&#146;s just hundreds or
thousands of partners or just trying to understand that a little bit? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Chris, this is Jerry. So Marcum has a traditional partnership.
The partners who are, in essence, owners of that firm will be receiving the shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Christopher Moore&#094; Got it. 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? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; That&#146;s correct. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; The only caveat there is that performance share pool, they would forfeit the right to that because that&#146;s a <FONT
STYLE="white-space:nowrap">4-year</FONT> Cliff vesting, and that&#146;s a tool to encourage people to stay in the course through the full four years. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Operator&#094; And our next question comes from Andrew Nicholas from William Blair. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Andrew Nicholas&#094; I&#146;ll take a similar approach, start with the second quarter and then hit Marcum afterwards. I guess just focusing specifically on
the revenue guidance and maybe more specifically the organic growth outlook. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I&#146;m trying to get a sense for kind of what happened in the second
quarter that was in line with your &#151; or I guess not in line with what you had expected going in? It sounds like the producer &#151; the producer issue was one component. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I think you said $2.5&nbsp;million of revenue. I can obviously extrapolate that through 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I think you mentioned client delays, delays in payroll or some
kind of delayed implementation work. Just a little bit more color because &#151; 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? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes. There were a couple of unusual things in the second quarter. I think the headwinds that we talked about with the project work were
foreseeable and they were planned, and so that&#146;s not a surprise. And that&#146;s one reason why we, ourselves, had we provided quarterly guidance, we would have definitely moderated the expectation for second quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Clearly, the Property and Casualty 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&#146;ve talked about this often as we migrate and basically call clients that are underperforming <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">vis-a-vis</FONT></FONT> profitability thresholds and
things like that, that&#146;s a bumpier process, and it&#146;s harder to predict. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So we did make some intentional &#151; we always are making some
intentional decisions to call clients, and we have other more profitable clients, stage employees to ramp up, but it&#146;s not always a perfect smooth, predictable process. So that contributed a little bit to the first half. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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&#146;re looking for a second half stronger performance out of the Indianapolis operation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 forecasted. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Andrew Nicholas&#094; Got it. That&#146;s helpful. And then I guess I&#146;ll switch over to Marcum. What
can you tell us in terms of the business&#146;s historical growth. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I think if you look at some of the data that&#146;s out there publicly, the growth is
exceptionally strong, but hard to figure out how much of that is the M&amp;A that you referenced versus organic growth? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes, Andrew,
that&#146;s a great question. And that&#146;s certainly something we looked at pretty carefully in diligence. Their growth has been largely driven by &#151; they&#146;ve been very, very acquisitive in recent years and successfully so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But as you strip away those &#151; the impact of those acquisitions and kind of look at the remaining organic growth over that same time period, it&#146;s a
very healthy higher single- digit rate that we saw. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So that gave us great comfort as we looked at all of that in history. So that was our takeaway. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Andrew Nicholas&#094; Got it. That&#146;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But just kind of curious how their operating margins &#151; or EBITDA margin, whatever you think is most
helpful compares to yours? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And maybe where Marcum sits relative to CBIZ kind of operational efficiency, automation, use of technology, maybe even
offshoring, anything that is markedly different in terms of the profitability profile for Marcum versus CBIZ? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes, great question. Very
similar. I think Marcum is a little further ahead in some areas, such as offshoring, maybe they&#146;re a little deeper in offshore than we are, and we&#146;re looking forward to leveraging and capitalizing on their experience in offshoring. And
they also have a very, very good set of monthly, if not weekly metrics that they use to monitor business. So it&#146;s a <FONT STYLE="white-space:nowrap">well-run</FONT> business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Having said all that, I think we &#151; and their margin profile, it&#146;s hard to compare
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">apples-to-</FONT></FONT> 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 Marcum, but the operating leverage is really corporate structure, facilities, infrastructure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We can always improve pricing and efficiency in terms of client service delivery. And so there&#146;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&#146;ve achieved in the past </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Yes. Andrew, this is Jerry Grisko, just to add a little bit more color. Ware said that
it&#146;s hard to compare kind of the profitability <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">apples-to-apples,</FONT></FONT> 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&#146;ll get to the combination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Andrew Nicholas&#094; Awesome. And maybe one more if I could
squeeze it in. Just on the synergies, actually, maybe the accretion math, you said $25&nbsp;million of cost synergies. I think it was by 2026. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I
didn&#146;t catch what you said in terms of what might be baked in on that front in the &#145;25 accretion number. And then also the 10% earnings accretion in &#145;25, does that include or exclude purchase price amortization from the Marcum deal?
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes. Great question. First of all, the synergies very, very little of the first year. In the first year, we&#146;re really focused on
integrating the businesses and some of the duplicative costs start to come out, but they really don&#146;t gain traction until the second year and into the third year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And when you compare <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">apples-to-apples,</FONT></FONT> you are, in fact, right that if you
remove the impact of the accretion that&#146;s acquisition-related, that&#146;s where you get &#151; the amortization that&#146;s acquisition-related, that&#146;s where you get the accretion before and after. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And you also get accretion building because as synergies kick in and as the company delevers 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% a year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Andrew Nicholas&#094;
I&#146;m sorry, you are adding that back to get to the 10% or you&#146;re not? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes. In fact, to be clear, we are adding that back as an
adjustment. That&#146;s a noncash acquisition driven amortization expense that would be driven by the amortization of the intangible asset, the client list and other intangible assets that are result in an amortization expense, that&#146;s a gap
amortization expense. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Operator&#094; Our next question comes from Marc Riddick from Sidoti. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Marc Riddick&#094; So I wanted to, I guess, maybe you have a similar sort of cadence here as far as we&#146;ll start with the quarter and commentary for the
year first and then move over to Marcum. I was sort of curious, it seems as though from your answers on the prior questions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I wanted to talk a little
bit about with 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">With the EPS guide, it certainly seems as though you&#146;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 results? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ware Grove&#094; Yes, Marc, I&#146;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&#146;ll do what we need to do in terms of managing the variable components of the expense for sure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Marc
Riddick&#094; Okay. Great. And then the things that you saw, and I guess it&#146;s a little specific, I guess, but the things that you saw clients delay or sort of push to the right, I guess, on what the types of projects. Were there any &#151; 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? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Yes. So Marc, before every call we go out and ask our offices, ask our regions, ask our service lines, what they&#146;re experiencing in
the market. I will tell you that as you would expect, and as you are reading in the news and as we&#146;ve experienced, small middle market businesses continue to be largely optimistic. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 &#151; an
investment that they&#146;ll make, they were somewhat tepid in making those decisions in the second half. And that&#146;s really what those comments were about. Things around systems, things around payroll, 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&#146;s what we heard. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But I think the message is
that &#151; and certainly one that we&#146;re looking to in the second half is that our clients remain largely optimistic about their prospects for the remainder of the year as a group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Marc Riddick&#094; Okay. That&#146;s helpful. And I appreciate the comments there. And now shifting over to Marcum, as I wondering if you could sort of maybe
&#151; first of all, I really appreciate all the detail and the dual slide decks and everything that you provided. You obviously put a lot of work and thought into sharing the information that you&#146;ve shared today and I really do appreciate
that. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I wanted to sort of maybe &#151; if you could spend a little time sort of talking about sort of how this transaction sort of came to be in your
&#151; I think in your prepared remarks, you made some commentary around some of the use of cash decisions that you&#146;ve made year- <FONT STYLE="white-space:nowrap">to-date</FONT> that maybe had this in mind around share repurchase. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">But maybe you could talk a little bit about sort of give us a little bit of the back story as to sort of when all of this started and how it got started and
the like? </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; Yes. Well Marc, it was kind of in our comments, which is &#151; this is a transaction
that we&#146;ve been preparing for throughout our history, right? So we&#146;ve made a lot of acquisitions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Why are we looking at something at 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 or 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
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">best-in-class</FONT></FONT> 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We think we&#146;re better positioned now than ever to compete for that war for talent and to win that war. The second thing is really the investments that
are required to be made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. And so
scale allows us to make those investments and spread it off across a much larger organization. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">So there were a lot of reasons that we knew that the time
would come that something like this, we&#146;d be interested in pursuing. And when this opportunity came, we were really struck by the alignment that this created. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We&#146;ve been on parallel paths as we indicated they have a strong also a track record of growth for organic and inorganic. They&#146;re commitment to the
middle market is exactly what ours are. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It gave us the ability to strengthen geographic markets that we&#146;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&#146;s just going to complement ours. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">And perhaps most importantly, their vison for the future. Again, around talent, around investments, around data and around where the market is going and how
we compete for clients and compete for talent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 will be even stronger and have the ability to accelerate our growth.Operator&#094; And ladies and gentlemen, with that, we&#146;ll be concluding today&#146;s question and answer session.
I&#146;d like to turn the floor back over to Jerry Grisko for closing remarks. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jerry Grisko&#094; (I may just have given them, But thank you. As I always do, I want to end today&#146;s
call by thanking our shareholders and our analysts for your continued support. I also want to thank our team. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 OneCBIZ. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I&#146;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 market team members who we&#146;ve gotten to know very well over the past several months. Together, we will expand our horizon of
possibilities, strengthen our overall capabilities and reach new heights that we truly feel will break away from others within our industry. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As we move
forward, we will continue to embrace our core values at the foundation of our culture, which includes our focus on our people and our clients. Today is 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. And we look forward to continuing our conversations. Have a great day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Operator&#094; And ladies and
gentlemen, with that, we&#146;ll conclude today&#146;s conference call and presentation. We thank you for joining. You may now disconnect your lines. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the transaction, the Company will file a proxy statement with the SEC. The definitive proxy statement will be mailed to the Company&#146;s
stockholders and will contain important information about the transaction and related matters. THE COMPANY&#146;S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. The definitive proxy statement and other relevant materials (when they become available) and any other documents filed by the
Company with the SEC may be obtained free of charge at the SEC&#146;s website at <U>www.sec.gov</U>. In addition, stockholders will be able to obtain free copies of the definitive proxy statement from the Company on the Investor Relations page of
the Company&#146;s website, <U>www.cbiz.com</U>, or by writing to us at Attention: Investor Relations Department, 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PARTICIPANTS IN THE SOLICITATION </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the transaction.
Information with respect to the Company&#146;s directors and executive officers is set forth in the Company&#146;s Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on March&nbsp;25, 2024, and
its Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> for the fiscal year ended December&nbsp;31, 2023, which was filed with the SEC on February&nbsp;23, 2024. These documents are available free of charge at the SEC&#146;s
website at <U>www.sec.gov</U>, or from the Company on the Investor Relations page of the Company&#146;s website, <U>www.cbiz.com</U>, or by writing to us at Attention: Investor Relations Department, 5959 Rockside Woods Blvd. N., Suite 600,
Independence, Ohio 44131. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement that the Company intends to file with the SEC. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Forward Looking Statements </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This communication includes
&#147;forward-looking statements&#148; within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein that address business performance, financial condition,
activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that
actual results or developments may differ materially from those projected in the forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company,
including but not limited to: the ability of the parties to consummate the transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the transaction, including the ability to secure regulatory approvals in
a timely manner or at all, and the approval by Marcum&#146;s partners and the approval by the Company&#146;s stockholders; the possibility of litigation related to the transaction and the effects thereof; the possibility that anticipated benefits
and/or synergies of the transaction will not be achieved in a timely manner or at all; the possibility that the costs of the transaction and/or liabilities assumed will be more significant than anticipated; the possibility that integration will
prove more costly and/or time consuming than anticipated; the possibility that the transaction could disrupt ongoing plans and operations of the parties or their respective relationships with clients, other business partners and employees; the
possibility that the financing will not be obtained as anticipated and the effects of the increased leverage of the Company following the transaction; and other risks described in the Company&#146;s SEC filings. All forward-looking statements are
based on management&#146;s estimates, projections and assumptions as of the date hereof. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect events or circumstances that
subsequently occur or of which it subsequently becomes aware. </P>
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