CBIZ, INC. 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 0-25890
CBIZ, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   22-2769024
     
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)    
     
6050 Oak Tree Boulevard, South, Suite 500, Cleveland, Ohio   44131
     
(Address of principal executive offices)   (Zip Code)
(Registrant’s telephone number, including area code) 216-447-9000
 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o       Accelerated filer þ       Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
     
    Outstanding at
Class of Common Stock   July 31, 2007
     
Common Stock, par value $0.01 per share   65,601,187
 
 

 


 

CBIZ, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
                 
            Page
PART I.   FINANCIAL INFORMATION:        
 
               
 
  Item 1.   Financial Statements        
 
               
 
      Consolidated Balance Sheets – June 30, 2007 and December 31, 2006     3  
 
               
 
      Consolidated Statements of Operations – Three and Six Months Ended June 30, 2007 and 2006     4  
 
               
 
      Consolidated Statements of Cash Flows – Six Months Ended June 30, 2007 and 2006     5  
 
               
 
      Notes to the Consolidated Financial Statements   6-19
 
               
 
  Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   20-39
 
               
 
  Item 3.   Quantitative and Qualitative Disclosures About Market Risk     39  
 
               
 
  Item 4.   Controls and Procedures     39  
 
               
PART II.   OTHER INFORMATION:        
 
               
 
  Item 1.   Legal Proceedings     40  
 
               
 
  Item 1A.   Risk Factors     40  
 
               
 
  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds     40  
 
               
 
  Item 4.   Submission of Matters to a Vote of Security Holders     41  
 
               
 
  Item 6.   Exhibits     42  
 
               
    Signature     42  
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)
                 
    JUNE 30,     DECEMBER 31,  
    2007     2006  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 5,683     $ 12,971  
Restricted cash
    16,014       17,507  
Accounts receivable, net
    124,295       104,294  
Notes receivable – current
    1,399       2,161  
Deferred income taxes — current
    3,175       3,104  
Other current assets
    9,737       8,968  
Assets of discontinued operations
    11,091       19,826  
 
           
Current assets before funds held for clients
    171,394       168,831  
 
               
Funds held for clients
    69,534       84,441  
 
           
Total current assets
    240,928       253,272  
 
               
Property and equipment, net
    25,649       26,987  
Notes receivable – non-current
    1,845       2,486  
Deferred income taxes – non-current
    8,189       7,384  
Goodwill and other intangible assets, net
    215,985       205,661  
Assets of deferred compensation plan
    20,958       17,120  
Other assets
    5,024       5,372  
 
           
 
               
Total assets
  $ 518,578     $ 518,282  
 
           
 
               
LIABILITIES
               
Current liabilities:
               
Accounts payable
  $ 28,351     $ 27,746  
Income taxes payable
    6,069       3,728  
Accrued personnel costs
    29,981       35,965  
Other current liabilities
    14,702       19,034  
Liabilities of discontinued operations
    4,830       4,971  
 
           
Current liabilities before client fund obligations
    83,933       91,444  
 
               
Client fund obligations
    69,534       84,441  
 
           
Total current liabilities
    153,467       175,885  
 
               
Convertible notes
    100,000       100,000  
Bank debt
    10,000        
Deferred compensation plan obligations
    20,958       17,120  
Other non-current liabilities
    10,787       8,699  
 
           
 
               
Total liabilities
    295,212       301,704  
 
           
 
               
STOCKHOLDERS’ EQUITY
               
Common stock
    1,036       1,018  
Additional paid-in capital
    471,943       465,319  
Accumulated deficit
    (48,160 )     (72,917 )
Treasury stock
    (201,375 )     (176,773 )
Accumulated other comprehensive loss
    (78 )     (69 )
 
           
 
               
Total stockholders’ equity
    223,366       216,578  
 
               
 
           
 
               
Total liabilities and stockholders’ equity
  $ 518,578     $ 518,282  
 
           
See the accompanying notes to the consolidated financial statements.

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CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
                                 
    THREE MONTHS ENDED     SIX MONTHS ENDED  
    JUNE 30,     JUNE 30,  
    2007     2006     2007     2006  
Revenue
  $ 156,946     $ 146,250     $ 335,898     $ 309,153  
Operating expenses
    135,827       123,851       277,663       255,219  
 
                       
Gross margin
    21,119       22,399       58,235       53,934  
 
                               
Corporate general and administrative expense
    6,508       7,333       14,096       14,065  
Depreciation and amortization expense
    4,001       3,949       7,956       7,791  
 
                       
Operating income
    10,610       11,117       36,183       32,078  
 
                               
Other income (expense):
                               
Interest expense
    (1,415 )     (865 )     (2,391 )     (1,657 )
Gain on sale of operations, net
    10       7       105       7  
Other income, net
    1,989       496       2,596       1,731  
 
                       
Total other income (expense), net
    584       (362 )     310       81  
 
                               
Income from continuing operations before income tax expense
    11,194       10,755       36,493       32,159  
 
                               
Income tax expense
    4,754       4,405       15,116       12,961  
 
                       
 
                               
Income from continuing operations
    6,440       6,350       21,377       19,198  
 
                               
Loss from operations of discontinued operations, net of tax
    (493 )     (910 )     (973 )     (1,907 )
Gain (loss) on disposal of discontinued operations, net of tax
    3,883       (214 )     3,690       (47 )
 
                       
 
                               
Net income
  $ 9,830     $ 5,226     $ 24,094     $ 17,244  
 
                       
 
                               
Earnings per share:
                               
 
                               
Basic:
                               
Continuing operations
  $ 0.10     $ 0.09     $ 0.33     $ 0.26  
Discontinued operations
    0.05       (0.02 )     0.04       (0.03 )
 
                       
Net income
  $ 0.15     $ 0.07     $ 0.37     $ 0.23  
 
                       
 
                               
Diluted:
                               
Continuing operations
  $ 0.10     $ 0.08     $ 0.32     $ 0.25  
Discontinued operations
    0.05       (0.01 )     0.04       (0.02 )
 
                       
Net income
  $ 0.15     $ 0.07     $ 0.36     $ 0.23  
 
                       
 
                               
Basic weighted average shares outstanding
    65,142       73,185       65,740       74,012  
 
                       
Diluted weighted average shares outstanding
    66,459       75,421       67,236       76,409  
 
                       
See the accompanying notes to the consolidated financial statements.

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CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
                 
    SIX MONTHS ENDED  
    JUNE 30,  
    2007     2006  
Cash flows from operating activities:
               
Net income
  $ 24,094     $ 17,244  
 
               
Adjustments to reconcile net income to net cash provided by operating activities:
               
Loss from operations of discontinued operations, net of tax
    973       1,907  
(Gain) loss on disposal of discontinued operations, net of tax
    (3,690 )     47  
Gain on sale of operations, net
    (105 )     (7 )
Bad debt expense, net of recoveries
    1,948       1,595  
Depreciation and amortization expense
    7,956       7,791  
Deferred income taxes
    (453 )     (488 )
Excess tax benefits from share based payment arrangements
    (2,073 )     (2,386 )
Employee stock awards
    1,086       1,580  
 
               
Changes in assets and liabilities, net of acquisitions and dispositions:
               
Restricted cash
    1,493       (2,055 )
Accounts receivable, net
    (21,342 )     (18,399 )
Other assets
    (1,578 )     (605 )
Accounts payable
    538       635  
Income taxes payable
    4,058       4,483  
Accrued personnel costs
    (6,087 )     (6,772 )
Other liabilities
    2,000       2,558  
 
           
Net cash provided by continuing operations
    8,818       7,128  
Operating cash flows provided by (used in) discontinued operations
    583       (1,006 )
 
           
Net cash provided by operating activities
    9,401       6,122  
 
           
 
               
Cash flows from investing activities:
               
Business acquisitions and contingent consideration, net of cash acquired
    (18,794 )     (18,918 )
Acquisition of other intangible assets
    (1,608 )     (2,416 )
Proceeds from sales of divested operations and client lists
    235       7  
Proceeds from sales of discontinued operations
    16,355       7,303  
Additions to property and equipment, net
    (2,616 )     (3,009 )
Payments received on notes receivable
    313       1,230  
Net cash used in discontinued operations
    (570 )     (94 )
 
           
Net cash used in investing activities
    (6,685 )     (15,897 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from convertible notes
          100,000  
Proceeds from bank debt
    153,150       142,900  
Payment of bank debt
    (143,150 )     (175,100 )
Payment of notes payable and capitalized leases
    (296 )     (338 )
Deferred financing costs
          (3,511 )
Payment for acquisition of treasury stock
    (24,692 )     (56,757 )
Proceeds from exercise of stock options
    2,911       4,860  
Excess tax benefit from exercise of stock awards
    2,073       2,386  
 
           
Net cash (used in) provided by financing activities
    (10,004 )     14,440  
 
           
 
               
Net (decrease) increase in cash and cash equivalents
    (7,288 )     4,665  
Cash and cash equivalents at beginning of year
    12,971       8,909  
 
           
Cash and cash equivalents at end of period
  $ 5,683     $ 13,574  
 
           
See the accompanying notes to the consolidated financial statements

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.   Summary of Significant Accounting Policies
 
    The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements.
 
    In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting solely of normal recurring adjustments) considered necessary to present fairly the financial position of CBIZ, Inc. and its consolidated subsidiaries (CBIZ) as of June 30, 2007, and December 31, 2006, and the results of their operations and cash flows for the three and six months ended June 30, 2007 and 2006. Due to seasonality, potential changes in economic conditions, interest rate fluctuations and other factors, the results of operations for such interim periods are not necessarily indicative of the results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in CBIZ’s Annual Report on Form 10-K for the year ended December 31, 2006.
 
    Organization
 
    CBIZ is a diversified services company which, acting through its subsidiaries, provides professional business services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and Toronto, Canada. CBIZ delivers its integrated services through the following four practice groups:
    Financial Services
 
    Employee Services
 
    Medical Management Professionals
 
    National Practices
    See Note 10 for further information regarding CBIZ’s practice groups.
 
    Principles of Consolidation
 
    The accompanying consolidated financial statements reflect the operations of CBIZ and all of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations or cash flows of CBIZ. See further discussion under “Variable Interest Entities” below.
 
    Use of Estimates
 
    The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Management’s estimates and assumptions include, but are not limited to, estimates of collectibility of accounts receivable and unbilled revenue, the realizability of goodwill and other intangible assets, the valuation of stock options in determining compensation expense, accrued liabilities (such as incentive compensation), income taxes and other factors. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results could differ from those estimates.
 
    Reclassifications
 
    Certain amounts in the 2006 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation to reflect the impact of discontinued operations.

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    Revenue Recognition and Valuation of Unbilled Revenues
 
    Revenue is recognized when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our fee to the client is fixed or determinable, and collectibility is reasonably assured. These criteria are in accordance with GAAP and SEC Staff Accounting Bulletin No. 104 (SAB 104). CBIZ offers a vast array of products and business services to its clients. Those services are delivered through four practice groups. A description of revenue recognition, as it relates to those groups, is provided below.
 
    Financial Services — Revenue consists primarily of fees for accounting services, preparation of tax returns, consulting services including Sarbanes-Oxley consulting and compliance projects, and valuation services including fairness opinions, business plans, litigation support, purchase price allocations and derivative valuations. Revenues are recorded in the period in which services are provided and meet revenue recognition criteria in accordance with SAB 104. CBIZ bills clients based upon a predetermined agreed-upon fixed fee or based on actual hours incurred on client projects at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.
 
    Employee Services — Revenue consists primarily of brokerage and agency commissions, payroll service fees, interest on client funds, and fee income for administering health and retirement plans. A description of the revenue recognition, based on the service provided, insurance product sold, and billing arrangement, is described below.
    Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility for the collection of premiums from insured’s (agency or indirect billing) are recognized as of the latter of the effective date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes available; and life insurance commissions are recognized when insurance coverage is afforded to the individual under the policy. Commission revenue is reported net of sub-broker commissions, and reserves for estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and assumptions using historical cancellation and termination experience and other current factors to project future experience. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of different estimates or assumptions could produce different results.
 
    Commissions which are based upon certain performance targets are recognized at the earlier of written notification that the target has been achieved, or cash collection.
 
    Fee income is recognized in the period in which services are provided, and may be based on actual hours incurred on an hourly fee basis, fixed fee arrangements, or asset-based fees.
 
    Payroll— Revenue is recognized when the actual payroll processing occurs.
    Medical Management Professionals — Fees for services are primarily based on a percentage of net collections of clients’ patient accounts receivable. As such, revenue is determinable, earned, and recognized, when payments are received by our clients on their patient accounts. Revenue earned on statement mailing services is recognized when statements are processed and mailed. Revenue from the sale of billing systems is recognized upon installation of the system, while the related system maintenance revenue is recognized over the period covered by the maintenance agreement.
 
    National Practices — The business units that comprise this practice group offer a variety of services. A description of revenue recognition associated with the primary services is provided below.
    Technology Consulting — Revenue associated with hardware and software sales is recognized upon delivery and acceptance of the product. Revenue associated with installation

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
      is recognized as services are performed, and revenue associated with service agreements is recognized on a straight-line basis over the period of the agreement. Consulting revenue is recognized on an hourly or per diem fee basis as services are performed.
 
    Health Care Consulting— CBIZ bills clients based upon a predetermined agreed-upon fixed fee or based on actual hours incurred on client projects at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses, or as a percentage of savings after contingencies have been resolved and verified by a third party.
 
    Mergers & Acquisitions and Capital Advisory — Revenue associated with non-refundable retainers is recognized on a pro rata basis over the life of the engagement. Revenue associated with success fee transactions is recognized when the transaction is completed.
    Certain of our client arrangements encompass multiple deliverables. CBIZ accounts for these arrangements in accordance with Emerging Issues Task Force No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (EITF 00-21). If the deliverables meet the criteria in EITF 00-21, the deliverables are divided into separate units of accounting and revenue is allocated to the deliverables based on their relative fair values. Revenue for each unit is recognized separately in accordance with CBIZ’s revenue recognition policy for each unit. For those arrangements where the deliverables do not qualify as a separate unit of accounting, revenue from all deliverables are treated as one accounting unit and evaluated for appropriate accounting treatment based upon the underlying facts and circumstances.
 
    Operating Expenses
 
    Operating expenses represent costs of service and other costs incurred to operate our business units, and are primarily comprised of personnel and occupancy related expenses.
 
    Personnel costs include base compensation, commissions, payroll taxes, income or losses earned on assets of the deferred compensation plan, and benefits, which are recognized as expense as they are incurred. Personnel costs also include stock-based and incentive compensation costs, which are estimated and accrued on a monthly basis. The ultimate determination of incentive compensation is made after year-end results are finalized, and therefore estimates are subject to change. Total personnel costs were $102.0 million and $92.7 million for the three months ended and $208.7 million and $191.6 million for the six months ended June 30, 2007 and 2006, respectively.
 
    The largest components of occupancy costs are rent expense and utilities. Base rent expense is recognized over respective lease terms, while utilities and common area maintenance charges are recognized as incurred. Total occupancy costs were $9.0 million and $8.9 million for the three months ended and $18.1 million and $17.7 million for the six months ended June 30, 2007 and 2006, respectively.
 
    Accounts Receivable and Allowance for Doubtful Accounts
 
    CBIZ carries accounts receivable at their face amount less allowances for doubtful accounts, and carries unbilled revenues at net realizable value. Assessing the collectibility of receivables (billed and unbilled) requires management judgment. When evaluating the adequacy of the allowance for doubtful accounts and the overall collectibility of receivables, CBIZ analyzes historical bad debts, client credit-worthiness, the age of accounts receivable and current economic trends and conditions.
 
    Funds Held for Clients and Client Fund Obligations
 
    Services provided by CBIZ include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, CBIZ collects funds from its clients’ accounts in advance of paying these client obligations. Funds that are collected before they are due are segregated and reported separately as “funds held for clients” in the consolidated balance sheets. Other than certain federal and state regulations pertaining to flexible

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    spending account administration, there are no regulatory or other contractual restrictions placed on these funds.
 
    Funds held for clients may include cash, cash equivalents and short-term investments. Short-term investments may include Auction Rate Securities (ARS), which are long-term variable rate bonds that are priced and traded as short-term investments due to the liquidity provided through the auction mechanism that generally occurs every 7 to 35 days. Although ARS are considered to be highly liquid, they do not meet the definition of cash equivalents due to the long-term maturity dates; therefore, ARS are classified as marketable securities in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (SFAS No. 115). Funds held for clients and the related client fund obligations are included in the consolidated balance sheets as current assets and current liabilities, respectively. The amount of collected but not yet remitted funds may vary significantly during the year.
 
    Variable Interest Entities
 
    In accordance with the provisions of FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (FIN 46), as amended, CBIZ has determined that its relationship with certain Certified Public Accounting (CPA) firms with whom we maintain administrative service agreements (ASAs) qualify as variable interest entities. The accompanying financial statements do not reflect the consolidation of the variable interest entities, as the impact is not material to the financial condition, results of operations or cash flows of CBIZ.
 
    The CPA firms with which CBIZ maintains ASAs operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate legal entities with separate governing bodies and officers. CBIZ has no ownership interest in any of these CPA firms, and neither the existence of the ASAs nor the providing of services thereunder is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of its respective services, and CBIZ does not believe that its arrangements with these CPA firms result in additional risk of loss.
 
    Fees earned by CBIZ under the ASAs are recorded as revenue (at net realizable value) in the consolidated statements of operations. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is reduced on a pro-rata basis. Although the ASA’s do not constitute control, CBIZ is one of the beneficiaries of the agreements and may bear certain economic risks.
 
    Earnings per share
 
    Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by weighted average diluted shares. Weighted average diluted shares are determined using the weighted average number of common shares outstanding during the period plus the dilutive effect of potential future issues of common stock relating the CBIZ’s stock award programs, CBIZ’s convertible senior subordinated notes, and other potentially dilutive securities. In calculating diluted earnings per share, the dilutive effect of stock awards are computed using the average market price for the period, in accordance with the treasury stock method.
 
    As further described in Note 4, CBIZ’s convertible senior subordinated notes (“Notes”) may result in future issuances of CBIZ common stock. Under the net share settlement method, potential shares issuable under the Notes will be considered dilutive, and will be included in the calculation of weighted average diluted shares, if the Company’s market price per share exceeds the $10.63 conversion price of the Notes. As of June 30, 2007, the Company’s market price per share had not exceeded the conversion price of the Notes, therefore, the diluted earnings per share calculation was not impacted by this feature.

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    New Accounting Pronouncements
 
    Effective January 1, 2007, CBIZ adopted Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income tax positions and requires applying a “more likely than not” threshold to the recognition of tax positions based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
 
    The adoption of FIN 48 resulted in a $0.7 million decrease in the total liability for unrecognized tax benefits, which was recorded as an adjustment reducing the January 1, 2007 accumulated deficit. Unrecognized tax benefits as of January 1, 2007 totaled $4.0 million, of which $2.4 million would impact the effective tax rate, if recognized. In addition, total unrecognized tax benefits include $0.5 million in tax positions for which there is uncertainty as to the timing of deductibility. If the taxing authorities do not allow our position of deducting these benefits over a shorter period of time, payment of cash to such authorities would be required in an earlier period; CBIZ’s annual effective tax rate would not be impacted.
 
    CBIZ recognizes interest income, interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. As of January 1, 2007, the total amount accrued for interest and penalties was $0.5 million and $0.2 million, respectively.
 
    The Company is currently under audit by the Internal Revenue Service for tax years 2003 and 2004 and may be required to make payments within the next twelve months related to this audit in the range of $2.0 million to $2.6 million. Payment of these amounts would not impact CBIZ’s annual effective tax rate or the Company’s earnings for 2007.
 
    CBIZ and its subsidiaries file income tax returns in the U.S., Canada, and most state jurisdictions, and is subject to U.S. federal tax examinations for the years ending December 31, 2003 and thereafter. The majority of CBIZ’s state and local or non-U.S. income tax returns for years ending before December 31, 2002 are no longer subject to tax authority examinations.
 
2.   Accounts Receivable, Net
 
    Accounts receivable balances at June 30, 2007 and December 31, 2006 were as follows (in thousands):
                 
    2007     2006  
Trade accounts receivable
  $ 99,640     $ 90,158  
Unbilled revenue
    30,278       19,440  
Other accounts receivable
    664       657  
 
           
Total accounts receivable
    130,582       110,255  
Allowance for doubtful accounts
    (6,287 )     (5,961 )
 
           
Accounts receivable, net
  $ 124,295     $ 104,294  
 
           

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
3.   Goodwill and Other Intangible Assets, Net
 
    The components of goodwill and other intangible assets, net at June 30, 2007 and December 31,
2006 were as follows (in thousands):
                 
    2007     2006  
Goodwill
  $ 174,162     $ 171,831  
Intangibles:
               
Client lists
    47,730       37,330  
Intangible assets – other
    7,774       7,578  
 
           
Total intangibles
    55,504       44,908  
 
           
Total goodwill and other intangibles assets
    229,666       216,739  
Accumulated amortization
    (13,681 )     (11,078 )
 
           
Goodwill and other intangible assets, net
  $ 215,985     $ 205,661  
 
           
    Client lists are amortized over a period not to exceed ten years. Other intangible assets, which consist primarily of non-compete agreements and trade-names, are amortized over periods ranging from two to ten years. Amortization expense for client lists and other intangible assets was approximately $1.5 million and $1.2 million for the three months ended and $2.7 million and $2.2 million for the six months ended June 30, 2007 and 2006, respectively.
 
4.   Borrowing Arrangements
 
    Convertible Senior Subordinated Notes
 
    On May 30, 2006, CBIZ sold and issued $100.0 million in convertible senior subordinated notes (the
“Notes”). The Notes are direct, unsecured, senior subordinated obligations of CBIZ and rank (i) junior in right of payment to all of CBIZ’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness. The terms of the Notes are governed by the Indenture dated as of May 30, 2006, with U.S. Bank National Association as trustee. The Notes and indenture are further described in the Annual Report on Form 10-K for the year ended December 31, 2006.
 
    The Notes bear interest at a rate of 3.125% per annum, payable in cash semi-annually in arrears on each June 1 and December 1 beginning December 1, 2006. The Notes mature on June 1, 2026 and may be redeemed by CBIZ in whole or in part anytime after June 6, 2011. The Notes are convertible into CBIZ common stock at a rate equal to 94.1035 shares per $1,000 principal amount of the Notes (equal to an initial conversion price of approximately $10.63 per share), subject to adjustment as described in the indenture. Upon conversion, CBIZ will deliver for each $1,000 principal amount of Notes, an amount consisting of cash equal to the lesser of $1,000 or the conversion value (as defined in the Indenture) and, to the extent that the conversion value exceeds $1,000, at CBIZ’s election, cash or shares of CBIZ common stock in respect of the remainder.
 
    Bank Debt
 
    CBIZ maintains a $100.0 million unsecured credit facility with Bank of America as agent bank for a group of five participating banks. The credit facility has a five year term expiring February 2011, and an option to increase the commitment to $150.0 million. CBIZ had approximately $82.0 million of available funds under the credit facility at June 30, 2007. Total availability is reduced by letters of credit and obligations determined to be “other indebtedness” in accordance with the terms of the credit facility.
 
    The credit facility provides CBIZ operating flexibility and funding to support seasonal working capital needs and other strategic initiatives such as acquisitions and share repurchases. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin. Additionally, a commitment fee of 22.5 to 47.5 basis points is charged on the unused portion of the credit facility.

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    CBIZ had $10.0 million of outstanding borrowings under its credit facility at June 30, 2007, and had no borrowings under the credit facility at December 31, 2006. Rates for the six months ended June 30, 2007 and for the twelve months ended December 31, 2006 were as follows:
                 
    2007     2006  
Weighted average rates
    7.29%       6.26%  
 
           
Range of effective rates
    6.93% - 8.25%       5.41% – 8.25%  
 
           
    The credit facility is subject to certain financial covenants that may limit CBIZ’s ability to borrow up to the total commitment amount. Covenants require CBIZ to meet certain requirements with respect to (i) minimum net worth; (ii) maximum leverage ratio; and (iii) a minimum fixed charge coverage ratio. The credit facility also places restrictions on CBIZ’s ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. According to the terms of the credit facility, CBIZ is not permitted to declare or make any dividend payments, other than dividend payments made by one of its wholly owned subsidiaries to the parent company. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated.
 
    There are no limitations on CBIZ’s ability to acquire businesses or repurchase CBIZ common stock provided that the Leverage Ratio is less than 2.0. The Leverage Ratio is calculated as total debt (excluding the convertible senior subordinated notes) compared to EBITDA as defined by the facility.
 
5.   Commitments and Contingencies
 
    Acquisitions
 
    The purchase price that CBIZ pays for businesses and client lists generally consist of two components: an up-front non-contingent portion, and a portion which is contingent upon the acquired businesses or client lists actual future performance. Non-contingent purchase price is recorded at the date of acquisition and contingent purchase price is recorded as it is earned. Acquisitions are further discussed in Note 8.
 
    Indemnifications
 
    CBIZ has various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by CBIZ under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by CBIZ and to dispute resolution procedures specified in the particular contract. Further, CBIZ’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances, CBIZ may have recourse against third parties for certain payments made by CBIZ. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of CBIZ’s obligations and the unique facts of each particular agreement. Historically, CBIZ has not made any payments under these agreements that have been material individually or in the aggregate. As of June 30, 2007, CBIZ was not aware of any material obligations arising under indemnification agreements that would require payments.
 
    Employment Agreements
 
    CBIZ maintains severance and employment agreements with certain of its executive officers, whereby such officers may be entitled to payment in the event of termination of their employment. CBIZ also has arrangements with certain non-executive employees which may include severance and other

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    employment provisions. CBIZ accrues for amounts payable under these contracts and arrangements as triggering events occur and obligations become known. During the three and six months ended June 30, 2007 and 2006, payments regarding such contracts and arrangements were not material.
 
    Letters of Credit and Guarantees
 
    CBIZ provides letters of credit to landlords (lessors) of its leased premises in lieu of cash security deposits, which totaled $2.0 million as of June 30, 2007 and December 31, 2006. In addition, CBIZ provides performance bonds to various state agencies to meet certain licensing requirements. The amount of performance bonds outstanding was $1.4 million and $1.6 million at June 30, 2007 and December 31, 2006, respectively.
 
    CBIZ acted as guarantor on various letters of credit for a CPA firm with which it has an affiliation, which totaled $1.7 million as of June 30, 2007 and December 31, 2006. In accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, as amended, CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded as other current liabilities in the accompanying consolidated balance sheets. Management does not expect any material changes to result from these instruments as performance under the guarantees is not expected to be required.
 
    Legal Proceedings
 
    CBIZ is from time to time subject to claims and suits arising in the ordinary course of business. Although the ultimate disposition of such proceedings is not presently determinable, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the financial condition, results of operations or cash flows of CBIZ.
 
6.   Employer Share Plans
 
    CBIZ has granted various stock-based awards under its 1996 Employee Stock Option Plan and 2002 Stock Incentive Plan, which are described in further detail in CBIZ’s Annual Report on Form 10-K for the year ended December 31, 2006. The terms and vesting schedules for stock-based awards vary by type and date of grant. In accordance with SFAS No. 123 (revised 2004), “Share-Based Payment”, compensation cost for stock-based awards recognized during the three and six months ended June 30, 2007 and 2006 was as follows (in thousands):
                                 
    THREE MONTHS ENDED     SIX MONTHS ENDED  
    JUNE 30,     JUNE 30,  
    2007     2006     2007     2006  
Stock options
  $ 400     $ 389     $ 790     $ 724  
Restricted stock awards
    189       92       296       110  
Restricted performance awards
          560             746  
 
                       
Total stock-based compensation
  $ 589     $ 1,041     $ 1,086     $ 1,580  
 
                       

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    Stock award activity during the six months ended June 30, 2007 was as follows (in thousands, except per share data):
                                 
    Stock   Restricted Stock
    Options   Awards
            Weighted           Weighted
            Average           Average
    Number   Exercise   Number   Grant-Date
    of   Price Per   of   Fair
    Options   Share   Shares   Value (1)
Outstanding at beginning of year
    4,743     $ 3.70       363     $ 5.36  
Granted
    941     $ 7.56       244     $ 7.45  
Exercised
    (1,490 )   $ 1.95           $  
Released from restrictions
        $       (90 )   $ 5.79  
Expired or canceled
    (15 )   $ 4.31       (1 )   $ 4.30  
 
                               
Outstanding at June 30, 2007
    4,179     $ 5.19       516     $ 6.28  
 
                               
Exercisable at June 30, 2007
    2,242     $ 3.90                  
 
                               
     
 
 
 
 
       
(1)   Represents weighted average market value of the shares; awards are granted at no cost to the recipients.
    CBIZ had approximately 3.5 million shares available for future grant under the stock option plans at June 30, 2007.
 
7.   Earnings Per Share
 
    The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2007 and 2006 (in thousands, except per share data).
                                 
    THREE MONTHS ENDED     SIX MONTHS ENDED  
    JUNE 30,     JUNE 30,  
    2007     2006     2007     2006  
Numerator:
                               
Income from continuing operations after income tax expense
  $ 6,440     $ 6,350     $ 21,377     $ 19,198  
 
                       
 
                               
Denominator:
                               
Basic
                               
Weighted average common shares
    65,142       73,185       65,740       74,012  
 
                       
Diluted
                               
Options (1)
    1,033       1,957       1,196       2,133  
Restricted stock awards
    112       115       121       100  
Contingent shares (2)
    172       164       179       164  
 
                       
Total diluted weighted average common shares
    66,459       75,421       67,236       76,409  
 
                       
Basic earnings per share from continuing operations
  $ 0.10     $ 0.09     $ 0.33     $ 0.26  
 
                       
Diluted earnings per share from continuing operations
  $ 0.10     $ 0.08     $ 0.32     $ 0.25  
 
                       
     
 
 
 
 
       
(1)   A total of 1.6 million options were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2007, and a total of 0.7 million options were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2006, as their exercise prices would render them anti-dilutive.
 
(2)   Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by CBIZ once future conditions have been met.

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
8.   Acquisitions
 
    During the six months ended June 30, 2007, CBIZ acquired an accounting firm, a medical billing service company and three client lists. The accounting firm is located in Phoenix, Arizona and is reported in the Financial Services practice group. The medical billing services company is based in Montgomery, Alabama and is reported in the Medical Management Professionals practice group. Aggregate consideration for the acquisitions consisted of approximately $10.4 million in cash and 62,400 shares of common stock paid at closing, and up to an additional $8.8 million (payable in cash and common stock) which is contingent on certain future revenue and earnings targets. In addition, CBIZ paid approximately $8.4 million in cash and issued approximately 21,800 shares of common stock during the first half of 2007, as contingent proceeds for previous acquisitions.
 
    During the six months ended June 30, 2006, CBIZ acquired a medical billing services company based in Flint, Michigan which was merged into the Medical Management Professionals practice group. Additionally, CBIZ acquired a property and casualty insurance broker located in San Jose, California, an insurance business offering property and casualty, commercial bonds and employee benefits with offices in St. Joseph and Kansas City Missouri, and two client lists which complement the Employee Services practice group. Aggregate consideration for these acquisitions consisted of approximately $13.5 million in cash (net of cash acquired) and 232,400 shares of restricted common stock (valued at approximately $1.5 million) paid at closing, and up to an additional $9.6 million (payable in cash and stock) which is contingent upon the future financial performance of the acquired businesses and client lists. In addition, CBIZ paid approximately $5.4 million in cash and issued approximately 159,000 shares of common stock during the six months ended June 30, 2006, as contingent proceeds and towards notes payable for previous acquisitions.
 
    The operating results of these businesses have been included in the accompanying consolidated financial statements since the dates of acquisition. Client lists and non-compete agreements were recorded at fair value at the time of acquisition. The excess of purchase price over the fair value of net assets acquired, (including client lists and non-compete agreements) was allocated to goodwill. Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned during the six months ended June 30, 2007 and 2006 were as follows (in thousands):
                 
    2007     2006  
Goodwill
  $ 2,535     $ 4,253  
 
           
Client lists
  $ 10,400     $ 15,067  
 
           
Other intangible assets
  $ 274     $ 412  
 
           
9.   Discontinued Operations and Divestitures
 
    From time to time, CBIZ will divest (through sale or closure) business operations that do not contribute to the Company’s long-term objectives for growth, or that are not complementary to its target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria as provided in SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF No. 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets in Determining Whether to Report Discontinued Operations”.
 
    During the second quarter of 2007, CBIZ committed to the divestiture of two operations in the Financial Services practice group. These operations remain available for sale at June 30, 2007.
 
    During the fourth quarter of 2006, CBIZ committed to the divestiture of two operations, one each from the Employee Services and Financial Services practice groups. The Financial Services operation was sold during the first quarter of 2007 for proceeds that consisted of $0.6 million cash and $0.6 million in notes receivable, and resulted in a pre-tax loss of $0.1 million. The Employee Services operation was

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    sold during the second quarter of 2007 for proceeds of $14.1 million cash and resulted in a pre-tax gain of $8.6 million. These gains and losses are reported in “Gain (loss) on disposal of discontinued operations, net of tax” in the accompanying consolidated statements of operations. In addition, CBIZ may receive contingent future proceeds not to exceed $2.0 million, provided the divested Employee Services operation achieves certain revenue targets. These proceeds will be recorded as gain on sale of discontinued operations in the period they are earned.
 
    In addition to the proceeds described above, CBIZ received payments of $1.6 million during the six months ended June 30, 2007 on outstanding notes receivable related to divestitures made in prior years. The gains and losses related to these divestitures were recognized in previous years.
 
    During the second quarter of 2006, CBIZ sold an operation from the Financial Services practice group which was classified as available for sale at March 31, 2006. During the first quarter of 2006, the unit was written down to its fair value, resulting in a pre-tax loss of approximately $0.2 million. CBIZ also sold certain property tax operations from a business unit in the National Practices group during the second quarter of 2006. The business was classified as a discontinued operation in 2005, and the sale resulted in a pre-tax loss of approximately $0.5 million. In addition, CBIZ recognized pre-tax gains of $0.2 million and $1.2 million during the three and six months ended June 30, 2006, respectively, for contingent proceeds related to a business that was sold in 2005. These gains and losses are reported in “Gain (loss) on disposal of discontinued operations, net of tax”, in the accompanying consolidated statements of operations. As a result of these transactions, CBIZ received cash proceeds totaling $7.3 million during the six months ended June 30, 2006.
 
    CBIZ may earn additional proceeds on the sale of certain client lists (sold in previous years), which are contingent upon future revenue generated by the client lists. CBIZ records these proceeds as other income when they are earned. In addition, CBIZ has deferred gains on the sale of certain client lists, which are recorded as other non-current liabilities in the accompanying consolidated balance sheets. The gains are being recognized as “gain on sale of operations, net” as cash payments are received.
 
    For those businesses that qualified for treatment as discontinued operations, the assets, liabilities and results of operations are reported separately in the accompanying consolidated financial statements. Revenue and loss from operations of discontinued operations for the three and six months ended June 30, 2007 and 2006 were as follows (in thousands):
                                 
    THREE MONTHS     SIX MONTHS  
    ENDED JUNE 30,     ENDED JUNE 30,  
    2007     2006     2007     2006  
Revenue
  $ 5,716     $ 7,273     $ 12,813     $ 15,515  
 
                       
 
                               
Loss from operations of discontinued operations, before income tax benefit
  $ (778 )   $ (1,452 )   $ (1,523 )   $ (3,030 )
Income tax benefit
    285       542       550       1,123  
 
                       
Loss from operations of discontinued operations, net of tax
  $ (493 )   $ (910 )   $ (973 )   $ (1,907 )
 
                       
    Gain (loss) on the disposal of discontinued operations for the three and six months ended June 30, 2007 and 2006 were as follows (in thousands):
                                 
    THREE MONTHS     SIX MONTHS  
    ENDED JUNE 30,     ENDED JUNE 30,  
    2007     2006     2007     2006  
Gain (loss) on disposal of discontinued operations, before income tax (expense) benefit
  $ 8,620     $ (340 )   $ 8,579     $ 432  
Income tax (expense) benefit
    (4,737 )     126       (4,889 )     (479 )
 
                       
Gain (loss) on disposal of discontinued operations, net of tax
  $ 3,883     $ (214 )   $ 3,690     $ (47 )
 
                       

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    At June 30, 2007 and December 31, 2006, the assets and liabilities of businesses classified as discontinued operations consisted of the following (in thousands):
                 
    JUNE 30,     DECEMBER 31,  
    2007     2006  
Assets:
               
Accounts receivable, net
  $ 2,814     $ 4,049  
Deferred income taxes, net
    232       2,369  
Property and equipment, net
    1,889       2,876  
Goodwill and other intangible assets, net
    5,529       9,383  
Other assets
    627       1,149  
 
           
Assets of discontinued operations
  $ 11,091     $ 19,826  
 
           
Liabilities:
               
Accounts payable
  $ 447     $ 1,185  
Accrued personnel costs
    572       518  
Income taxes payable
    711        
Other liabilities
    3,100       3,268  
 
           
Liabilities of discontinued operations
  $ 4,830     $ 4,971  
 
           
10. Segment Disclosures
 
  CBIZ’s business units have been aggregated into four practice groups: Financial Services; Employee Services; Medical Management Professionals; and National Practices. The business units have been aggregated based on the following factors: similarity of the products and services provided to clients; similarity of the regulatory environment; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by practice group is provided in the following table:
             
Financial Services   Employee Services   National Practices   CBIZ MMP
Accounting
  Group Health   Managed Networking and   Coding and Billing
Tax
  Property & Casualty     Hardware Services   Accounts Receivable
Financial Advisory
  COBRA / Flex   IT Consulting     Management
Litigation Support
  Retirement Planning   Project Management   Full Practice Management
Valuation
  Wealth Management   Software Solutions     Services
Sarbanes-Oxley 404
  Life Insurance   Mergers & Acquisitions    
  Consulting
  Human Capital Management   Health Care Consulting    
Internal Audit
  Payroll Services   Government Relations    
Fraud Detection
  Specialty Life Insurance        
Real Estate Advisory
  Actuarial Services        
    Corporate and Other. Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of incentive compensation, earnings or losses on assets held in the deferred compensation plan, infrastructure costs and consolidation and integration charges.
 
    Accounting policies of the practice groups are the same as those described in Note 1, “Summary of Significant Accounting Policies.” Upon consolidation, all intercompany accounts and transactions are eliminated; thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on operating income excluding the costs of certain infrastructure functions (such as information systems, finance and accounting, human resources, legal and marketing), which are reported in the “Corporate and Other” segment.

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
    Segment information for the three and six-month periods ended June 30, 2007 and 2006 was as follows (in thousands):
                                                 
    THREE MONTHS ENDED JUNE 30, 2007  
    Financial     Employee     CBIZ     National     Corporate        
    Services     Services     MMP     Practices     and Other     Total  
Revenue
  $ 69,675     $ 42,142     $ 32,116     $ 13,013     $     $ 156,946  
Operating expenses
    59,432       33,165       26,639       11,491       5,100       135,827  
 
                                   
Gross margin
    10,243       8,977       5,477       1,522       (5,100 )     21,119  
 
                                               
Corporate general & admin
                            6,508       6,508  
Depreciation & amortization
    819       986       957       59       1,180       4,001  
 
                                   
Operating income (loss)
    9,424       7,991       4,520       1,463       (12,788 )     10,610  
 
                                               
Other income (expense):
                                               
Interest expense
    (12 )     (7 )                 (1,396 )     (1,415 )
Gain on sale of operations, net
                            10       10  
Other income, net
    85       483       47       3       1,371       1,989  
 
                                   
Total other income (expense)
    73       476       47       3       (15 )     584  
 
                                   
Income (loss) from continuing operations before income tax expense
  $ 9,497     $ 8,467     $ 4,567     $ 1,466     $ (12,803 )   $ 11,194  
 
                                   
                                                 
    THREE MONTHS ENDED JUNE 30, 2006  
    Financial     Employee     CBIZ     National     Corporate        
    Services     Services     MMP     Practices     and Other     Total  
Revenue
  $ 63,365     $ 38,842     $ 30,046     $ 13,997     $     $ 146,250  
Operating expenses
    54,393       29,957       24,137       11,251       4,113       123,851  
 
                                   
Gross margin
    8,972       8,885       5,909       2,746       (4,113 )     22,399  
 
                                               
Corporate general & admin
                            7,333       7,333  
Depreciation & amortization
    884       843       796       64       1,362       3,949  
 
                                   
Operating income (loss)
    8,088       8,042       5,113       2,682       (12,808 )     11,117  
 
                                               
Other income (expense):
                                               
Interest expense
    (22 )     (1 )                 (842 )     (865 )
Gain on sale of operations, net
                            7       7  
Other income (expense), net
    93       666       21       2       (286 )     496  
 
                                   
Total other income (expense)
    71       665       21       2       (1,121 )     (362 )
 
                                   
Income (loss) from continuing operations before income tax expense
  $ 8,159     $ 8,707     $ 5,134     $ 2,684     $ (13,929 )   $ 10,755  
 
                                   

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CBIZ, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                                 
    SIX MONTHS ENDED JUNE 30, 2007  
    Financial     Employee     CBIZ     National     Corporate        
    Services     Services     MMP     Practices     and Other     Total  
Revenue
  $ 162,405     $ 86,447     $ 61,724     $ 25,322     $     $ 335,898  
Operating expenses
    124,846       66,816       52,514       22,976       10,511       277,663  
 
                                   
Gross margin
    37,559       19,631       9,210       2,346       (10,511 )     58,235  
 
                                               
Corporate general & admin
                            14,096       14,096  
Depreciation & amortization
    1,651       1,869       1,748       118       2,570       7,956  
 
                                   
Operating income (loss)
    35,908       17,762       7,462       2,228       (27,177 )     36,183  
 
                                               
Other income (expense):
                                               
Interest expense
    (30 )     (7 )                 (2,354 )     (2,391 )
Gain on sale of operations, net
                            105       105  
Other income, net
    179       931       93       16       1,377       2,596  
 
                                   
Total other income (expense)
    149       924       93       16       (872 )     310  
 
                                   
Income (loss) from continuing operations before income tax expense
  $ 36,057     $ 18,686     $ 7,555     $ 2,244     $ (28,049 )   $ 36,493  
 
                                   
                                                 
    SIX MONTHS ENDED JUNE 30, 2006  
    Financial     Employee     CBIZ     National     Corporate        
    Services     Services     MMP     Practices     and Other     Total  
Revenue
  $ 147,466     $ 77,982     $ 58,268     $ 25,437     $     $ 309,153  
Operating expenses
    113,835       60,515       48,821       21,975       10,073       255,219  
 
                                   
Gross margin
    33,631       17,467       9,447       3,462       (10,073 )     53,934  
 
                                               
Corporate general & admin
                            14,065       14,065  
Depreciation & amortization
    1,774       1,539       1,645       126       2,707       7,791  
 
                                   
Operating income (loss)
    31,857       15,928       7,802       3,336       (26,845 )     32,078  
 
                                               
Other income (expense):
                                               
Interest expense
    (48 )     (2 )                 (1,607 )     (1,657 )
Gain on sale of operations, net
                            7       7  
Other income, net
    143       867       12       17       692       1,731  
 
                                   
Total other income (expense)
    95       865       12       17       (908 )     81  
 
                                   
Income (loss) from continuing operations before income tax expense
  $ 31,952     $ 16,793     $ 7,814     $ 3,353     $ (27,753 )   $ 32,159  
 
                                   

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we”, “our”, “CBIZ”, or the “Company” shall mean CBIZ, Inc., a Delaware corporation, and its operating subsidiaries.
The following discussion is intended to assist in the understanding of CBIZ’s financial position at June 30, 2007 and December 31, 2006, results of operations and cash flows for the three and six months ended June 30, 2007 and 2006, and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2006.
Overview
CBIZ provides professional business services that help clients manage their finances, employees and technology. These services are provided to businesses of various sizes, as well as individuals, governmental entities and not-for-profit enterprises throughout the United States and Toronto, Canada. CBIZ delivers its integrated services through four practice groups. A general description of services provided by practice group, is provided in the table below.
             
Financial Services   Employee Services   National Practices   CBIZ MMP
Accounting
  Group Health   Managed Networking and   Coding and Billing
Tax
  Property & Casualty     Hardware Services   Accounts Receivable
Financial Advisory
  COBRA / Flex   IT Consulting     Management
Litigation Support
  Retirement Planning   Project Management   Full Practice Management
Valuation
  Wealth Management   Software Solutions     Services
Sarbanes-Oxley 404
  Life Insurance   Mergers & Acquisitions    
  Consulting
  Human Capital Management   Health Care Consulting    
Internal Audit
  Payroll Services   Government Relations    
Fraud Detection
  Specialty Life Insurance        
Real Estate Advisory
  Actuarial Services        
Certain external relationships and regulatory factors currently impacting CBIZ’s practice groups are provided in the discussion below.
Financial Services
Restrictions imposed by independence requirements and state accountancy laws and regulations preclude CBIZ from rendering audit and attest services (other than internal audit services). As such, CBIZ and its subsidiaries maintain joint-referral relationships and administrative service agreements (ASAs) with independent licensed Certified Public Accounting (CPA) firms under which audit and attest services may be provided to CBIZ’s clients by such CPA firms. These firms are owned by licensed CPAs, a vast majority of whom are also employed by CBIZ subsidiaries.
Under these ASAs, CBIZ provides a range of services to the CPA firms, including (but not limited to): administrative functions such as office management, bookkeeping, and accounting; preparing marketing and promotion materials; providing office space, computer equipment, and systems support; and leasing administrative and professional staff. Services are performed in exchange for a fee. Fees earned by CBIZ under the ASAs are recorded as revenue in the accompanying consolidated statements of operations and amounted to approximately $19.6 million and $20.6 million for the three months and $45.4 million and $40.4 million for the six months ended June 30, 2007 and 2006, respectively. The majority of these fees are related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is reduced on a pro rata basis. The ASAs have terms of up to eighteen years, are renewable upon agreement by both parties, and have certain rights of extension and termination.

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With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views CBIZ and the CPA firms with which we have contractual relationships as a single entity in applying independence rules established by the accountancy regulators and the SEC. Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit could not maintain, or sell any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not maintain, under the auditor independence limitations set out in the Sarbanes-Oxley Act of 2002 and other professional accountancy independence standards. Applicable professional standards generally permit the Financial Services practice group to provide additional services to privately-held companies, in addition to those services which may be provided to SEC-reporting attest clients of an associated CPA firm. CBIZ and the CPA firms with which we are associated have implemented policies and procedures designed to enable us to maintain independence and freedom from conflicts of interest in accordance with applicable standards. Given the pre-existing limits set by CBIZ on its relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the imposition of Sarbanes-Oxley Act independence limitations did not and is not expected to materially affect CBIZ revenues.
The CPA firms with which CBIZ maintains ASAs may operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate legal entities with separate governing bodies and officers. Neither the existence of the ASAs nor the providing of services thereunder is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of their respective services. Attest services can not be performed by any individual or entity which is not licensed to do so. CBIZ can not perform audits, reviews, compilations, or other attest services, does not contract to perform them and does not provide audit, review, compilation, or other attest reports. Given this legal prohibition and course of conduct, CBIZ does not believe it is likely that we would bear the risk of litigation losses related to attest services provided by the CPA firms.
Although the ASAs do not constitute control, CBIZ is one of the beneficiaries of the agreements and may bear certain economic risks. As such, the CPA firms with which CBIZ maintains administrative service agreements qualify as variable interest entities under FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), as amended. See further discussion in Note 1 of the consolidated financial statements included herewith.
Employee Services
CBIZ’s Employee Services group maintains relationships with many different insurance carriers. Some of these carriers have compensation arrangements with CBIZ whereby some portion of payments due may be contingent upon meeting certain performance goals, or upon CBIZ providing client services that would otherwise be provided by the carriers. These compensation arrangements are provided to CBIZ as a result of our performance and expertise, and may result in enhancing CBIZ’s ability to access certain insurance markets and services on behalf of CBIZ clients. The aggregate of these payments received during the three and six months ended June 30, 2007 and 2006 were approximately 2% of consolidated CBIZ revenue for the respective periods.
State insurance regulators have conducted inquiries to clarify the nature of compensation arrangements within the insurance brokerage industry. To date, CBIZ, along with other major insurance brokerage companies, has received requests for information regarding our compensation arrangements related to these practices from such authorities. In addition to inquiries from various states’ insurance departments, CBIZ has received subpoenas from the New York Attorney General, the Connecticut Attorney General, and the Ohio Department of Insurance regarding its insurance brokerage compensation arrangements. CBIZ has cooperated fully in each inquiry. CBIZ has discussed the nature of these inquires and compensation arrangements with each of the major insurance carriers with whom we have established these arrangements. We believe that our arrangements are lawful and consistent with industry practice, and we expect that any changes to compensation arrangements in the future will have a minimal impact on CBIZ, barring future regulatory action. Future regulatory action may limit or eliminate our ability to enhance

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revenue through all current compensation arrangements, and may result in a diminution of future revenue from these sources.
Medical Management Professionals
Changes in some managed care plans and federal Medicare and Medicaid physician and practice expense reimbursement rules and rates have, and are expected to continue to, adversely affect revenue in our existing physician and medical billing and collections business. The Deficit Reduction Act of 2005 (“Deficit Reduction Act”) provides for a reduction and cap beginning in 2007 of reimbursement for certain fees and charges related to imaging services and facilities of offices, imaging centers and independent diagnostic testing facilities. In addition, certain managed care payors may impose precertification and other management programs which could limit or control the use of, and reimbursement for, imaging and diagnostic services. Certain managed care payors may institute “Pay for Performance” and “quality initiative” programs that could limit or control physician, office and facility, and practice services and procedures, as well as reimbursement costs, and replace volume-based payment methods. Since our physician and medical billing and collections business is typically paid a portion of the revenue collected on behalf of our clients, any reduction in the volume of services or reimbursement rates for such services or expenses for which our clients are eligible to be paid may adversely affect our ability to generate revenue and maintain margins. CBIZ will make its best efforts to take appropriate actions to maintain margins in this business, however there is no assurance that we will be able to maintain margins at historic levels. These changes in reimbursement rates may provide CBIZ with the opportunity to increase the number of clients to which medical coding and billing services are provided, as they may cause physicians who do not currently utilize third party providers to consider the use of CBIZ’s medical coding and billing services.
Executive Summary
In accordance with our strategy to strengthen operations and customer service capabilities by selectively acquiring businesses that expand our market position and strengthen our existing service offerings, CBIZ acquired two business during the six months ended June 30, 2007. During the first quarter of 2007, CBIZ acquired an accounting and tax firm located in Phoenix, Arizona, which is reported in the Financial Services practice group. During the second quarter, CBIZ acquired a medical billing service company located in Montgomery, Alabama, which is reported in CBIZ MMP.
In an on-going effort to rationalize our business, CBIZ has divested (and may continue to divest), business units that do not contribute to our long-term objectives for growth, or that are not complementary to our target service offerings and markets. During the first six months of 2007, CBIZ sold two business units which were classified as discontinued operations (available for sale) at December 31, 2006. One of these business units offered accounting and tax services and was previously reported in the Financial Services practice group. The second business unit offered specialty insurance services and was previously reported in the Employee Services practice group.
During the second quarter of 2007, CBIZ identified two business units that did not meet the Company’s objectives for growth or did not complement the core services. These two business units, both in the Financial Services practice group, were classified as discontinued operations and all historical information has been reclassified to reflect this classification.
CBIZ continually strives to create value for our shareholders, and believes that repurchasing shares of its common stock is a use of cash that provides such value. Accordingly, CBIZ purchased approximately 1.0 million shares of its common stock in the open market at a total cost of $6.9 million during the second quarter of 2007. For the six months ended June 30, 2007, CBIZ purchased approximately 3.5 million shares of its common stock at a total cost of $24.6 million.
At the Annual Meeting of Stockholders of CBIZ, Inc. held on May 17, 2007, the stockholders approved the 2007 Employee Stock Purchase Plan. Under this plan, employees of CBIZ will be able to purchase shares of common stock at the market rate less a discount. This plan is expected to be implemented during the third quarter of 2007.

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Results of Operations – Continuing Operations
Same-unit revenue represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures. For example, for a business acquired on June 1, 2006, revenue for the month of June would be included in same-unit revenue for second quarter of both years; revenue for the period January 1, 2007 through May 31, 2007 would be reported as revenue from acquired businesses.
Revenue from divested operations represents operations that were sold or closed and did not meet the criteria for treatment as discontinued operations.
Three months ended June 30, 2007 and 2006
Revenue
The following table summarizes total revenue for the three months ended June 30, 2007 and 2006 (in thousands, except percentages).
                                                 
    THREE MONTHS ENDED JUNE 30,  
            % of             % of     $     %  
    2007     Total     2006     Total     Change     Change  
Same-unit revenue
                                               
Financial Services
  $ 69,214       44.1 %   $ 63,210       43.2 %   $ 6,004       9.5 %
Employee Services
    42,142       26.8 %     38,842       26.6 %     3,300       8.5 %
CBIZ MMP
    31,211       19.9 %     30,046       20.5 %     1,165       3.9 %
National Practices
    13,013       8.3 %     13,997       9.6 %     (984 )     (7.0 )%
 
                                   
Total same-unit revenue
    155,580       99.1 %     146,095       99.9 %     9,485       6.5 %
 
                                               
Acquired businesses
    1,366       0.9 %                   1,366          
Divested operations
                  155       0.1 %     (155 )        
 
                                         
Total revenue
  $ 156,946             $ 146,250             $ 10,696          
 
                                         
A detailed discussion of revenue by practice group is included under “Operating Practice Groups” below.
Operating expenses – Operating expenses increased to $135.8 million for the three months ended June 30, 2007, from $123.9 million for the comparable period in 2006, an increase of $11.9 million or 9.6%. As a percentage of revenue, operating expenses were 86.5% and 84.7% for the three months ended June 30, 2007 and 2006, respectively. The primary components of operating expenses are personnel costs and occupancy expense, representing 81.8% and 82.1% of total operating expenses and 70.7% and 69.5% of revenue for the three months ended June 30, 2007 and 2006, respectively. The increase in personnel and occupancy costs as a percentage of revenue was primarily the result of a $1.3 million increase in personnel costs due to appreciation in the fair value of investments held in relation to the deferred compensation plan. This increase in compensation was offset by the same increase to other income and thus, did not impact CBIZ’s net income.
Gross margin – Since the majority of our operating costs are relatively fixed in the short term, gross margin as a percentage of revenue normally improves with revenue growth. However, for the three months ended June 30, 2007 versus the comparable period in 2006, gross margin declined to 13.5% from 15.3%. This decline was caused by several factors including the additional personnel costs discussed under operating expenses above, the impact of the Deficit Reduction Act on our Medical Management Practice group, and the result of two transactions completed by our merger and acquisition business during the second quarter of 2006 that did not reoccur in 2007. Operating expenses and gross margin by practice group are discussed in further detail under “Operating Practice Groups” below.
Corporate general and administrative expenses – Corporate general and administrative expenses decreased to $6.5 million and 4.1% of revenue for the three months ended June 30, 2007, from $7.3 million and 5.0% of revenue for the comparable period in 2006. The decrease in corporate general and

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administrative expenses was primarily attributable to lower compensation costs during the second quarter of 2007 compared to the second quarter of 2006, including costs associated with the incentive compensation plan and restricted performance stock awards. Incentive compensation is estimated and accrued on a monthly basis (see further discussion in the “Critical Accounting Policies – Incentive Compensation”). The restricted performance awards were terminated in the fourth quarter of 2006.
Depreciation and amortization expense – Depreciation and amortization expense was $4.0 million and 2.5% of revenue for the three months ended June 30, 2007, compared to $3.9 million and 2.7% of revenue for the comparable period in 2006. The increase in depreciation and amortization expense was primarily due to an increase in the amortization of intangible assets as the result of businesses and client lists that were acquired.
Interest expense – Interest expense was $1.4 million and $0.9 million for the three-month periods ended June 30, 2007 and 2006, respectively. Average debt was $132.9 million for the three months ended June 30, 2007, compared to $75.2 million for the comparable period in 2006, and average interest rates were 4.2% and 4.8% during the three months ended June 30, 2007 and 2006, respectively. Higher average debt and lower average interest rates in the second quarter of 2007 compared to the second quarter of 2006, was primarily the result of CBIZ completing a $100.0 million offering of convertible senior subordinated notes (“Notes”) on May 30, 2006 which carry a fixed interest rate of 3.125%. See Note 4 to the accompanying consolidated financial statements for further discussion of these notes.
Other income, net – Other income, net was $2.0 million for the three months ended June 30, 2007, and $0.5 million for the comparable period in 2006, an increase of $1.5 million. Other income (expense), net is comprised primarily of adjustments to the fair value of investments held in a rabbi trust related to the deferred compensation plan, gains and losses on sales of assets, and miscellaneous income such as contingent royalties from previous divestitures. Adjustments to the fair value of investments related to the deferred compensation plan are offset by adjustments to compensation costs which are recorded as operating or corporate general and administrative expenses in the consolidated statements of operations, and thus do not have an impact on CBIZ’s net income. The increase in other income during the second quarter of 2007 from the comparable period in 2006 was primarily the result of an increase in the fair value of investments related to the deferred compensation plan and an increase in interest income as a result of tax refunds. In addition, CBIZ recognized a one-time life insurance benefit of $0.4 million during the second quarter of 2006 that did not occur in 2007.
Income tax expense – CBIZ recorded income tax expense from continuing operations of $4.8 million and $4.4 million for the three months ended June 30, 2007 and 2006, respectively. The effective tax rate for the three months ended June 30, 2007 was 42.5%, compared to an effective rate of 41.0% for the comparable period in 2006. The increase in the effective tax rate for the second quarter of 2007 versus the comparable period in 2006 was primarily the result of an increase in estimated tax reserves related to the IRS audits discussed in Note 1 to these consolidated financial statements.
Operating Practice Groups
Financial Services.
                         
    THREE MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 69,214     $ 63,210     $ 6,004  
Acquired businesses
    461             461  
Divested operations
          155       (155
 
                 
Total revenue
  $ 69,675     $ 63,365     $ 6,310  
 
                       
Operating expenses
    59,432       54,393       5,039  
 
                 
Gross margin
  $ 10,243     $ 8,972     $ 1,271  
 
                 
 
                       
Gross margin percent
    14.7 %     14.2 %     0.5 %

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The growth in same-unit revenue was primarily due to an increase in the aggregate number of hours charged to clients for consulting, valuation and litigation support services, and price increases for traditional accounting and tax services. The growth in revenue from acquired businesses was provided by a firm in Phoenix, Arizona which was acquired during the first quarter of 2007. Revenue from divested operations represents an office that was sold during the first quarter of 2007.
The largest components of operating expenses for the Financial Services practice group are personnel costs, occupancy costs and travel and meal costs representing 90.4% and 90.7% of total operating expenses for the three months ended June 30, 2007 and 2006, respectively. Personnel costs increased $3.9 million, but decreased as a percentage of revenue to 67.9% for the three months ended June 30, 2007 from 68.4% of revenue for the comparable period in 2006. The dollar increase in personnel costs was primarily due to additional salary costs incurred for new employees, annual merit increases, and an increase in benefit costs. CBIZ continues to add personnel in the Financial Services practice group in order to accommodate revenue growth. Occupancy costs are relatively fixed in nature but increased $0.2 million while decreasing as a percentage of revenue to 5.9% for the three months ended June 30, 2007 from 6.2% for the comparable period in 2006. The dollar increase was primarily due to additional space required in certain facilities to accommodate growth. Travel and meal costs increased $0.2 million and were 3.3% of revenue for the three months ended June 30, 2007 and 2006.
Gross margin improvement is primarily due to leveraging the increase in revenues against increases in personnel and occupancy costs. Margin improvement was partially offset by an increase in recruiting costs of $0.3 million to 0.9% of revenue for the three months ended June 30, 2007 from 0.6% for the comparable period in 2006. CBIZ continues to recruit experienced professionals to service new and existing clients.
Employee Services.
                         
    THREE MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 42,142     $ 38,842     $ 3,300  
Acquired businesses
                 
 
                 
Total revenue
  $ 42,142     $ 38,842     $ 3,300  
 
                       
Operating expenses
    33,165       29,957       3,208  
 
                 
Gross margin
  $ 8,977     $ 8,885     $ 92  
 
                 
 
                       
Gross margin percent
    21.3 %     22.9 %     (1.6 )%
The increase in same-unit revenue was primarily attributable to growth in our retail and payroll services businesses.
The largest components of operating expenses for the Employee Services practice group are personnel costs, including commissions paid to third party brokers, and occupancy costs, representing 85.8% and 86.2% of total operating expenses for the three months ended June 30, 2007 and 2006, respectively. Personnel costs increased $2.7 million, and increased as a percentage of revenue to 62.2% for the second quarter of 2007 from 60.6% for the comparable period in 2006. Personnel cost dollars increased with the growth in revenue as the sales force is compensated on a variable basis. Personnel costs increased as a percentage of revenue due to investments in leadership, sales and service personnel to better position the practice group for future growth. Occupancy costs were $2.2 million during the second quarters of 2007 and 2006.
The decrease in gross margin as a percentage of revenue for the three months ended June 30, 2007 compared to the comparable period in 2006 was primarily due to the investments in personnel discussed previously.

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CBIZ Medical Management Professionals (CBIZ MMP).
                         
    THREE MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 31,211     $ 30,046     $ 1,165  
Acquired businesses
    905             905  
 
                 
Total revenue
  $ 32,116     $ 30,046     $ 2,070  
 
                       
Operating expenses
    26,639       24,137       2,502  
 
                 
Gross margin
  $ 5,477     $ 5,909     $ (432 )
 
                 
 
                       
Gross margin percent
    17.1 %     19.7 %     (2.6 )%
The increase in same-unit revenue was primarily attributable to growth by existing clients and the maturation of clients obtained in 2006. Revenue growth was partially offset by impacts of the Deficit Reduction Act, which is further described under “Overview — Medical Management Professionals.” The growth in revenue from acquired businesses was provided by a medical billing business based in Montgomery, Alabama which was acquired during the second quarter of 2007.
The largest components of operating expenses for CBIZ MMP are personnel costs, occupancy costs and office expenses (primarily postage), representing 88.6% and 88.7% of total operating expenses for the three months ended June 30, 2007 and 2006, respectively. Personnel costs increased by $2.1 million and increased as a percentage of revenue to 58.8% for the three months ended June 30, 2007, from 55.7% of revenue for the comparable period in 2006. Acquired businesses contributed $0.4 million of the increase in personnel costs; the remaining increase was primarily attributable to annual merit increases. Occupancy costs are relatively fixed in nature and were approximately $2.0 million for the three months ended June 30, 2007 and 2006. Office expenses did not change for the three months ended June 30, 2007 from the comparable period in 2006, but decreased as a percentage of revenue to 8.4% from 8.9%.
The decrease in gross margin was primarily due to impacts of the Deficit Reduction Act. The Deficit Reduction Act changed some managed care plans and federal Medicare and Medicaid physician and practice expense reimbursement rules and rates. Since MMP is typically paid a portion of the revenue collected on behalf of its clients, the reduction in client revenue that resulted from the Act had an adverse affect on our revenue and margins.
National Practices.
                         
    THREE MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 13,013     $ 13,997     $ (984 )
Acquired businesses
                 
 
                 
Total revenue
  $ 13,013     $ 13,997     $ (984 )
 
                       
Operating expenses
    11,491       11,251       240  
 
                 
Gross margin
  $ 1,522     $ 2,746     $ (1,224 )
 
                 
 
                       
Gross margin percent
    11.7 %     19.6 %     (7.9 )%
The decrease in revenue was primarily attributable to our mergers and acquisitions business completing two large transactions during the second quarter of 2006 and no transactions during the second quarter of 2007. This decrease was partially offset by an increase in consulting revenue at our technology businesses during the second quarter of 2007 versus the comparable of 2006, which was largely attributable to a special project with our largest customer.

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The largest components of operating expenses for the National Practices group are personnel costs, direct costs and occupancy costs, representing 91.9% and 92.3% of total operating expenses for the three months ended June 30, 2007 and 2006, respectively. Collectively, these expenses increased by $0.2 million to 81.1% of revenue for the three months ended June 30, 2007 from 74.2% of revenue for the comparable period in 2006. As the increase in the expenses was not significant, the increase in the expenses as a percentage of revenue was the result of the decline in revenue discussed above.
The decline in gross margin as a percentage of revenue for the three months ended June 30, 2007 from the three months ended June 30, 2006, was the result of the two transactions completed by our mergers and acquisitions business during the second quarter of 2006 that did not recur in 2007. Transactions completed by the mergers and acquisitions business typically result in a large amount of revenue for CBIZ, with minimal incremental cost; thus the number and size of transactions completed by the mergers and acquisition business may have a significant impact on gross margin.
Six months ended June 30, 2007 and 2006
Revenue
The following table summarizes total revenue for the six months ended June 30, 2007 and 2006 (in thousands, except percentages).
                                                 
    SIX MONTHS ENDED JUNE 30,  
            % of             % of     $     %  
    2007     Total     2006     Total     Change     Change  
Same-unit revenue
                                               
Financial Services
  $ 161,189       48.0 %   $ 147,091       47.6 %   $ 14,098       9.6 %
Employee Services
    84,737       25.2 %     77,982       25.2 %     6,755       8.7 %
CBIZ MMP
    60,819       18.1 %     58,268       18.9 %     2,551       4.4 %
National Practices
    25,322       7.6 %     25,437       8.2 %     (115 )     (0.5 )%
 
                                   
Total same-unit revenue
    332,067       98.9 %     308,778       99.9 %     23,289       7.5 %
 
                                               
Acquired businesses
    3,831       1.1 %                   3,831          
Divested operations
                  375       0.1 %     (375 )        
 
                                         
Total revenue
  $ 335,898             $ 309,153             $ 26,745          
 
                                         
A detailed discussion of revenue by practice group is included under “Operating Practice Groups” below.
Operating expenses – Operating expenses increased to $277.7 million for the six months ended June 30, 2007, from $255.2 million for the comparable period in 2006, an increase of $22.5 million or 8.8%. As a percentage of revenue, operating expenses were 82.7% and 82.6% for the six months ended June 30, 2007 and 2006, respectively. The primary components of operating expenses are personnel costs and occupancy expense, representing 81.7% and 82.0% of total operating expenses and 67.5% and 67.7% of revenue for the six months ended June 30, 2007 and 2006, respectively. Personnel costs included a $1.1 million increase over the prior year due to appreciation in the fair value of investments held in relation to the deferred compensation plan. This increase in compensation was offset by the same increase to other income and thus, did not impact CBIZ’s net income.
Gross margin – Since the majority of our operating costs are relatively fixed in the short term, gross margin as a percentage of revenue generally improves with revenue growth. However, for the six months ended June 30, 2007 versus the comparable period in 2006, the gross margin declined to 17.3% from 17.4%. This decline was caused by several factors including the additional personnel costs discussed under operating expenses above, the impact of the Deficit Reduction Act on our Medical Management Practice group, and the result of two transactions completed by our merger and acquisition business during the second quarter of 2006 that did not reoccur in 2007. A more comprehensive analysis of operating expenses and their impact on gross margin is discussed by operating practice group below.

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Corporate general and administrative expenses – Corporate general and administrative expenses was $14.1 million for the six months ended June 30, 2007 and 2006. As a percentage of revenue, corporate general and administrative expenses decreased to 4.2% from 4.5% for the six months ended June 30, 2007 and 2006, respectively.
Depreciation and amortization expense – Depreciation and amortization expense was $8.0 million and 2.4% of revenue for the six months ended June 30, 2007, compared to $7.8 million and 2.5% of revenue for the comparable period in 2006. The increase in depreciation and amortization expense was primarily due to an increase in the amortization of intangible assets as the result of businesses and client lists that were acquired.
Interest expense – Interest expense was $2.4 million and $1.7 million for the six-month periods ended June 30, 2007 and 2006, respectively. Average debt was $120.6 million for the six months ended June 30, 2007, compared to $61.7 million for the comparable period in 2006, and average interest rates were 3.9% and 5.4% during the six months ended June 30, 2007 and 2006, respectively. Higher average debt and lower average interest rates for the six months ended June 30, 2007 compared to the same period in 2006, was primarily the result of CBIZ completing a $100.0 million offering of convertible senior subordinated notes (“Notes”) on May 30, 2006 which carry a fixed interest rate of 3.125%. See Note 4 to the accompanying consolidated financial statements for further discussion of these notes.
Other income, net – Other income, net was $2.6 million for the six months ended June 30, 2007, and $1.7 million for the comparable period in 2006, an increase of $0.9 million. Other income (expense), net is comprised primarily of adjustments to the fair value of investments held in a rabbi trust related to the deferred compensation plan, gains and losses on sales of assets, and miscellaneous income such as contingent royalties from previous divestitures. Adjustments to the fair value of investments related to the deferred compensation plan are offset by adjustments to compensation costs which are recorded as operating or corporate general and administrative expenses in the consolidated statements of operations, and thus do not have on impact an CBIZ’s net income. The increase in other income during the six months ended June 30, 2007 from the comparable period in 2006 was primarily the result of an increase in the fair value of investments related to the deferred compensation plan, offset by lower contingent royalties received from previous divestitures. The contingency royalties will continue to decrease as the contingency periods expire. In addition, CBIZ recognized a one-time life insurance benefit of $0.4 million during the second quarter of 2006 that did not occur in 2007.
Income tax expense – CBIZ recorded income tax expense from continuing operations of $15.1 million and $13.0 million for the six months ended June 30, 2007 and 2006, respectively. The effective tax rate for the six months ended June 30, 2007 was 41.4%, compared to an effective rate of 40.3% for the comparable period in 2006. The increase in the effective tax rate for the six months ended June 30, 2007 from the comparable period in 2006 was primarily the result of an increase in estimated tax reserves related to the IRS audits discussed in Note 1 to these consolidated financial statements.
Operating Practice Groups
Financial Services.
                         
    SIX MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 161,189     $ 147,091     $ 14,098  
Acquired businesses
    1,216             1,216  
Divested operations
          375       (375 )
 
                 
Total revenue
  $ 162,405     $ 147,466     $ 14,939  
 
                       
Operating expenses
    124,846       113,835       11,011  
 
                 
Gross margin
  $ 37,559     $ 33,631     $ 3,928  
 
                 
 
                       
Gross margin percent
    23.1 %     22.8 %     0.3 %

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The growth in same-unit revenue was primarily due to an increase in the aggregate number of hours charged to clients for consulting, valuation and litigation support services, and price increases for traditional accounting and tax services. The growth in revenue from acquired businesses was provided by a firm in Phoenix which was acquired during the first quarter of 2007. Revenue from divested operations represents an office that was sold during the first quarter of 2007.
The largest components of operating expenses for the Financial Services practice group are personnel costs, occupancy costs and travel and meal costs, representing 90.3% and 90.9% of total operating expenses for the six months ended June 30, 2007 and 2006, respectively. Personnel costs increased $8.4 million, but decreased as a percentage of revenue to 61.6% for the six months ended June 30, 2007 from 62.1% of revenue for the comparable period in 2006. The dollar increase in personnel costs was primarily due to additional salary costs incurred for new employees, annual merit increases, and an increase in benefit costs. CBIZ continues to add personnel in the Financial Services practice group in order to accommodate revenue growth. Occupancy costs are relatively fixed in nature but increased $0.5 million while decreasing as a percentage of revenue to 5.1% for the six months ended June 30, 2007 from 5.3% for the comparable period in 2006. The dollar increase is primarily due to additional space required in certain facilities to accommodate growth. Travel and meal expenses increased $0.3 million and were 2.7% of revenue for the six months ended June 30, 2007 and 2006.
Gross margin improvement was primarily due to leveraging the increase in revenues against increases in personnel costs and occupancy costs. Margin improvement was partially offset by an increase in recruiting costs of $0.3 million to 0.7% of revenue for the six months ended June 30, 2007 from 0.5% for the comparable period in 2006. CBIZ continues to recruit experienced professionals to service new and existing clients.
Employee Services
                         
    SIX MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 84,737     $ 77,982     $ 6,755  
Acquired businesses
    1,710             1,710  
 
                 
Total revenue
  $ 86,447     $ 77,982     $ 8,465  
 
                       
Operating expenses
    66,816       60,515       6,301  
 
                 
Gross margin
  $ 19,631     $ 17,467     $ 2,164  
 
                 
 
                       
Gross margin percent
    22.7 %     22.4 %     0.3 %
The increase in same-unit revenue was primarily attributable to growth in our retail, payroll services and human capital advisory businesses. The growth in revenue from acquired businesses was provided by a property and casualty business in San Jose, California which was acquired during the first quarter of 2006, and a property and casualty business with offices in St. Joseph and Kansas City, Missouri, which was acquired during the second quarter of 2006.
The largest components of operating expenses for the Employee Services practice group are personnel costs, including commissions paid to third party brokers, and occupancy costs, representing 86.0% and 86.4% of total operating expenses for the six months ended June 30, 2007 and 2006, respectively. Personnel costs increased $5.1 million, but remained consistent as a percentage of revenue at 61.3% for the six months ended June 30, 2007 and 2006. Acquired businesses contributed $0.8 million of the increase in personnel costs; the remainder of the increase was primarily the result of the growth in revenue, as the sales force is typically compensated on a variable basis, as well as investments in leadership, sales and service personnel to better position the practice group for future growth. Occupancy costs were $4.5 million for the six months ended June 30, 2007 and 2006.
Gross margin as a percentage of revenue increased by 0.3% for the six months ended June 30, 2007 from the comparable period in 2006 primarily due to the growth in revenue.

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CBIZ Medical Management Professionals (CBIZ MMP).
                         
    SIX MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 60,819     $ 58,268     $ 2,551  
Acquired businesses
    905             905  
 
                 
Total revenue
  $ 61,724     $ 58,268     $ 3,456  
 
                       
Operating expenses
    52,514       48,821       3,693  
 
                 
Gross margin
  $ 9,210     $ 9,447     $ (237 )
 
                 
 
                       
Gross margin percent
    14.9 %     16.2 %     (1.3 )%
The increase in same-unit revenue was primarily attributable to growth by existing clients and the maturation of clients obtained in 2006. Revenue growth was partially offset by impacts of the Deficit Reduction Act, which is further described under “Overview — Medical Management Professionals.” The growth in revenue from acquired businesses was provided by a medical billing business based in Montgomery, Alabama which was acquired during the second quarter of 2007.
The largest components of operating expenses for CBIZ MMP are personnel costs, occupancy costs and office expenses (primarily postage), representing 88.4% and 88.6% of total operating expenses for the six months ended June 30, 2007 and 2006, respectively. Personnel costs increased by $3.2 million and increased as a percentage of revenue to 60.1% for the six months ended June 30, 2007, from 58.2% for the comparable period in 2006. Acquired businesses contributed $0.4 million of the increase in personnel costs; the remaining increase was primarily the result of annual merit increases. Occupancy costs are relatively fixed in nature and were approximately $4.0 million for the six months ended June 30, 2007 and 2006. Office expenses did not change for the six months ended June 30, 2007 from the comparable period in 2006, but decreased as a percentage of revenue to 8.5% from 9.2%.
The decrease in gross margin was primarily due to impacts of The Deficit Reduction Act. The Deficit Reduction Act changed some managed care plans and federal Medicare and Medicaid physician and practice expense reimbursement rules and rates. Since MMP is typically paid a portion of the revenue collected on behalf of its clients, the reduction in client revenue that resulted from the Act had an adverse affect on our revenue and margins.
National Practices.
                         
    SIX MONTHS ENDED JUNE 30,  
    2007     2006     Change  
    (Dollars in thousands)  
Revenue
                       
Same-unit
  $ 25,322     $ 25,437     $ (115 )
Acquired businesses
                 
 
                 
Total revenue
  $ 25,322     $ 25,437     $ (115 )
 
                       
Operating expenses
    22,976       21,975       1,001  
 
                 
Gross margin
  $ 2,346     $ 3,462     $ (1,116 )
 
                 
 
                       
Gross margin percent
    9.3 %     13.6 %     (4.3 )%
The decrease in revenue was primarily attributable to our mergers and acquisitions business completing two large transactions during the first six months of 2006, and no transactions during the comparable period of 2007. This decrease was partially offset by an increase in consulting revenue at our technology businesses during the six months ended June 30, 2007 versus the comparable period of 2006, which was largely attributable to a special project with our largest customer.

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The largest components of operating expenses for the National Practices group are personnel costs, direct costs and occupancy costs, representing 92.4% and 91.8% of total operating expenses for the six months ended June 30, 2007 and 2006, respectively. Personnel costs increased $0.7 million to 62.1% of revenue for the six months ended June 30, 2007 from 59.1% of revenue for the comparable period in 2006. Direct costs increased $0.4 million to 18.7% of revenue for the six months ended June 30, 2007 from 17.2% from the comparable period in 2006. The increase in personnel and direct costs (third party service fees) were primarily related to the special project described above. Occupancy costs are relatively fixed in nature and were $0.8 million for the six months ended June 30, 2007 and 2006, respectively.
The decline in gross margin as a percentage of revenue for the six months ended June 30, 2007 from the six months ended June 30, 2006, was primarily the result of the two transactions completed by our mergers and acquisitions business during the second quarter of 2006 that did not recur in 2007. Transactions completed by the mergers and acquisitions business typically result in a large amount of revenue for CBIZ, with minimal incremental cost; thus the number and size of transactions completed by the mergers and acquisition business may have a significant impact to gross margin.
Financial Condition
Total assets were $518.6 million, total liabilities were $295.2 million and shareholders’ equity was $223.4 million as of June 30, 2007. Current assets of $240.9 million exceeded current liabilities of $153.5 million by $87.4 million.
Cash and cash equivalents decreased by $7.3 million to $5.7 million at June 30, 2007 from December 31, 2006. Restricted cash was $16.0 million at June 30, 2007, a decrease of $1.5 million from December 31, 2006. Restricted cash represents those funds held in connection with CBIZ’s NASD regulated operations and funds held in connection with the pass through of insurance premiums to various carriers. Cash and restricted cash fluctuate during the year based on the timing of cash receipts and related payments.
Accounts receivable, net were $124.3 million at June 30, 2007, an increase of $20.0 million from December 31, 2006. Days sales outstanding (DSO) represents accounts receivable (before the allowance for doubtful accounts) and unbilled revenue (net of realization adjustments) at the end of the period, divided by trailing twelve month daily revenue. CBIZ provides DSO data because such data is commonly used as a performance measure by analysts and investors and as a measure of the Company’s ability to collect on receivables in a timely manner. DSO was 73 days, 66 days and 71 days at June 30, 2007, December 31, 2006 and June 30, 2006, respectively.
Other current assets were $9.7 million and $9.0 million at June 30, 2007 and December 31, 2006, respectively. Other current assets are primarily comprised of prepaid assets. Balances may fluctuate during the year based upon the timing of cash payments and amortization of prepaid expenses.
Funds held for clients are directly offset by client fund obligations. Funds held for clients fluctuate during the year based on the timing of cash receipts and related payments, and are further described in Note 1 to the accompanying consolidated financial statements.
Notes receivable (current and non-current) decreased by $1.4 million at June 30, 2007 from December 31, 2006. The decrease in notes receivable relates primarily to a payment received in the first quarter of 2007 for contingent proceeds earned on a business that was sold in the third quarter of 2005.
Goodwill and other intangible assets, net of accumulated amortization, increased by $10.3 million at June 30, 2007 from December 31, 2006. Acquisitions, including contingent consideration earned, resulted in a $13.2 million increase in intangible assets during the six months ended June 30, 2007. Intangible assets decreased by $0.2 million as a result of divestiture activity and $2.7 million due to amortization expense.
Assets of the deferred compensation plan represent participant deferral accounts. The assets are held in a rabbi trust and are directly offset by obligations of the plan, representing obligations due to the participants.

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Although the assets of the plan are specifically designated as available to CBIZ solely for the purpose of paying benefits under the deferred compensation plan, in the event that CBIZ became insolvent, the assets would be available to all unsecured general creditors. The plan is described in further detail in our Annual Report on Form 10-K for the year ended December 31, 2006.
The accounts payable balance of $28.4 million at June 30, 2007 reflects amounts due to suppliers and vendors; balances fluctuate during the year based on the timing of cash payments. Accrued personnel costs were $30.0 million at June 30, 2007 and represent amounts due for payroll, payroll taxes, employee benefits and incentive compensation; balances fluctuate during the year based on the timing of payments and our estimate of incentive compensation costs.
Other liabilities (current and non-current) decreased by $2.2 million at June 30, 2007 from December 31, 2006, primarily as a result of payments made on notes payable related to contingent purchase price earned on previous acquisitions. This decrease in other liabilities was partially offset by an increase in non-current income taxes payable of $3.1 million related to the adoption of FIN 48 in the first quarter of 2007, which is further described in Note 1 of the accompanying consolidated financial statements.
The increase in income taxes payable to $6.1 million at June 30, 2007 from $3.7 million at December 31, 2006 was primarily due to the provision for income taxes, increases in estimated tax reserves related to the IRS audits discussed in Note 1 to these consolidated financial statements, and interest expense accruals for recurring non-deductible expenses. These increases were partially offset by estimated tax payments and tax benefits related to the exercise of stock options.
Stockholders’ equity increased by $6.8 million to $223.4 million at June 30, 2007 from $216.6 million at December 31, 2006. The increase in stockholders’ equity was primarily due to net income of $24.1 million, the exercise of stock options and related tax benefits which contributed $4.9 million, the issuance of $0.6 million in common shares for business acquisitions, $1.1 million related to the recognition of stock compensation expense and a one-time adjustment to accumulated deficit of $0.7 million as a result of adopting FIN 48 on January 1, 2007. These increases were offset by share repurchase activity during the six months ended June 30, 2007 of approximately 3.5 million shares at a cost of $24.6 million.
Liquidity and Capital Resources
CBIZ’s principal source of net operating cash is derived from the collection of commissions and fees for professional services and products rendered to its clients. CBIZ supplements net operating cash with an unsecured credit facility, and with $100.0 million in convertible senior subordinated notes (“Notes”). The Notes mature on June 1, 2026, and may be redeemed by CBIZ in whole or in part anytime after June 6, 2011.
The unsecured credit facility has a five year term expiring in February 2011, and carries an option to increase the commitment to $150.0 million. At June 30, 2007, CBIZ had outstanding borrowings of $10.0 million under its credit facility, and had letters of credit and performance guarantees totaling $5.1 million. Available funds under the facility based on the terms of the commitment were approximately $82.0 million at June 30, 2007. Management believes cash generated from operations, combined with the available funds from the credit facility, provides CBIZ the financial resources needed to meet business requirements for the foreseeable future, including capital expenditures, working capital requirements, and strategic investments.
The facility allows for the allocation of funds for strategic initiatives, including acquisitions and the repurchase of CBIZ common stock. Under the credit facility, CBIZ is required to meet certain financial covenants with respect to (i) minimum net worth; (ii) maximum leverage ratio; and (iii) a minimum fixed charge coverage ratio. CBIZ was in compliance with its covenants as of June 30, 2007 and projects that it will remain in compliance for the remainder of 2007.

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CBIZ may also obtain funding by offering securities or debt, through public or private markets. CBIZ currently has a shelf registration under which it can offer such securities. See our Annual Report on Form 10-K for the year ended December 31, 2006 for a description of the shelf registration statement.
Sources and Uses of Cash
The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2007 and 2006 (in thousands):
                 
    2007     2006  
Total cash provided by (used in):
               
Operating activities
  $ 9,401     $ 6,122  
Investing activities
    (6,685 )     (15,897 )
Financing activities
    (10,004 )     14,440  
 
           
 
               
(Decrease) increase in cash and cash equivalents
  $ (7,288 )   $ 4,665  
 
           
Cash flows from operating activities represent net income adjusted for certain non-cash items and changes in assets and liabilities. CBIZ typically experiences a net use of cash from operations during the first quarter of its fiscal year, as accounts receivable balances grow in response to the seasonal increase in first quarter revenue generated by the Financial Services practice group (primarily for accounting and tax services). This net use of cash is followed by strong operating cash flow during the second and third quarters, as a significant amount of revenue generated by the Financial Services practice group during the first four months of the year are billed and collected in subsequent quarters. During the six months ended June 30, 2007, net cash provided by operating activities was $9.4 million, compared to $6.1 million for the comparable period in 2006. The $3.3 million increase in cash provided from operating activities was primarily due to higher net income and was partial offset by an increase in the change in accounts receivable. The increase in accounts receivable was due to the overall growth in the business and an increase in DSO from 71 days at June 30, 2006 to 73 days at June 30, 2007.
Cash flows from investing activities consist primarily of payments toward capital expenditures and business acquisitions, proceeds from divested operations and the collection of notes receivable. CBIZ used $6.7 million in net cash for investing activities during the six months ended June 30, 2007, compared to $15.9 million during the comparable period in 2006. Investing uses of cash during the six months ended June 30, 2007 primarily consisted of $18.8 million of net cash used towards business acquisitions, $1.6 million for the acquisition of other intangible assets and $2.6 million for capital expenditures (net), offset by $16.5 million in proceeds received from the sale of various operations. Investing uses of cash during the six months ended June 30, 2006 primarily consisted of $18.9 million of net cash used towards business acquisitions, $2.4 million for the acquisition of other intangible assets and $3.1 million for capital expenditures (net), offset by $7.3 million in proceeds received from the sale of various operations, and $1.2 million in net collections on notes receivable. Cash used by discontinued operations was for capital expenditures. Capital expenditures primarily consisted of investments in technology, leasehold improvements and purchases of furniture and equipment.
Cash flows from financing activities consist primarily of net borrowing and payment activity from the credit facility, repurchases of CBIZ common stock, net borrowing and payment activity toward notes payable and capitalized leases, and proceeds from the exercise of stock options. Net cash used in financing activities during the six months ended June 30, 2007 was $10.0 million compared to net cash provided by financing activities of $14.4 million for the comparable period in 2006. Financing sources of cash during the six months ended June 30, 2007 included net borrowings from the credit facility of $10.0 million and $5.0 million in proceeds from the exercise of stock options (including tax benefits), offset by $24.7 million in cash used to repurchase shares of CBIZ common stock and $0.3 million in net payments towards notes payable and capitalized leases. Financing sources of cash during the six months ended June 30, 2006 included $100.0 million in proceeds from convertible senior subordinated notes and $7.2 million in proceeds from the exercise of stock options (including tax benefits), offset by $32.2 million in net payments toward the credit facility, $56.8 million in cash used to repurchase shares of CBIZ common stock, $0.3 million in net payments towards notes payable and capitalized leases and $3.5 million in cash paid for debt issuance costs (primarily related to the convertible senior subordinated notes).

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Obligations and Commitments
CBIZ’s contractual obligations for future payments as of June 30, 2007 were as follows (in thousands):
                                                         
    Total     2007     2008     2009     2010     2011     Thereafter  
Convertible notes
  $ 100,000     $     $     $     $     $     $ 100,000  
 
                                                       
Interest on convertible notes
    59,375       1,563       3,125       3,125       3,125       3,125       45,312  
 
                                                       
Credit facility
    10,000                               10,000        
 
                                                       
Income taxes payable
    9,061       5,917       3,144                          
 
                                                       
Notes payable
    2,172       442       1,030       700                    
 
                                                       
Capitalized leases
    736       245       417       74                    
Restructuring lease obligations(1)
    10,159       1,646       2,609       1,863       1,439       1,133       1,469  
Non-cancelable operating lease obligations (1)
    169,890       16,566       30,788       26,360       22,087       19,267       54,822  
Letters of credit in lieu of cash security deposits
    1,999             1,386             35             578  
Performance guarantees for non-consolidated affiliates
    1,672       1,044       430       198                    
License bonds and other letters of credit
    1,432                                     1,432  
 
                                         
 
                                                       
Total
  $ 366,496     $ 27,423     $ 42,929     $ 32,320     $ 26,686     $ 33,525     $ 203,613  
 
                                         
 
(1)   Excludes cash expected to be received under subleases.
Off-Balance Sheet Arrangements
CBIZ maintains administrative service agreements with independent CPA firms (as described more fully under “Overview – Financial Services”), which qualify as variable interest entities under FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” as amended. The impact to CBIZ of this accounting pronouncement is not material to the financial condition, results of operations, or cash flows of CBIZ, and is further discussed in Note 1 to the consolidated financial statements included herewith.
CBIZ provides guarantees of performance obligations for a CPA firm with which CBIZ maintains an administrative service agreement. Potential obligations under the guarantees totaled $1.7 million at June 30, 2007 and December 31, 2006. In accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others“, as amended, CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees. The liability is recorded as other current liabilities in the accompanying consolidated balance sheets. CBIZ does not expect it will be required to make payments under these guarantees.
CBIZ provides letters of credit to landlords (lessors) of its leased premises in lieu of cash security deposits, which totaled $2.0 million at June 30, 2007 and December 31, 2006. In addition, CBIZ provides performance bonds to various state agencies to meet certain licensing requirements. The amount of performance bonds outstanding totaled $1.4 million and $1.6 million at June 30, 2007 and December 31, 2006, respectively.
CBIZ has various agreements under which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by CBIZ under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by CBIZ and to dispute resolution procedures specified in the particular contract. Further, CBIZ’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances, CBIZ may have recourse against third parties for certain payments made by CBIZ. It is not possible to

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predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of CBIZ’s obligations and the unique facts of each particular agreement. Historically, CBIZ has not made any payments under these agreements that have been material individually or in the aggregate. As of June 30, 2007, CBIZ was not aware of any material obligations arising under indemnification agreements that would require payments.
Interest Rate Risk Management
CBIZ has used interest rate swaps to manage the interest rate mix of its credit facility and related overall cost of borrowing. Interest rate swaps involve the exchange of floating for fixed rate interest payments to effectively convert floating rate debt into fixed rate debt based on a one, three, or nine-month U.S. dollar LIBOR. Interest rate swaps allow CBIZ to maintain a target range of fixed to floating rate debt. During the six months ended June 30, 2007 and the twelve months ended December 31, 2006, management did not utilize interest rate swaps. Management will continue to evaluate the potential use of interest rate swaps as it deems appropriate under certain operating and market conditions. During 2006, CBIZ sold $100.0 million in convertible senior subordinated notes (“Notes”) bearing a fixed interest rate of 3.125%. As the Notes mature on June 1, 2026 and may not be redeemed without a premium until June 6, 2011, we believe this low cost of borrowing mitigates our interest rate risk.
In connection with payroll services provided to clients, CBIZ collects funds from its clients’ accounts in advance of paying these client obligations. These funds held for clients are segregated and invested in short-term investments and Auction Rate Securities (“ARS”), which are classified as marketable securities. ARS generally have a high credit quality, are highly liquid, and generate higher rates of return than typical money market investments. During the six months ended June 30, 2007, the average balance of funds held for clients related to payroll services was approximately $56.3 million, and the average interest yield was approximately 5.2% (on an after-tax basis). The interest income on these short-term investments mitigates the interest rate risk for the borrowing costs of CBIZ’s credit facility, as the rates on both the investments and the outstanding borrowings against the credit facility float based on market conditions.
Critical Accounting Policies
The policies discussed below are considered by management to be critical to the understanding of CBIZ’s consolidated financial statements because their application places significant demand on management’s judgment, with financial reporting results relying on estimation about the effects of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that estimates may require adjustment if future events develop differently than expected.
Revenue Recognition and Valuation of Unbilled Revenues
Revenue is recognized when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our fee to the client is fixed or determinable, and collectibility is reasonably assured. These criteria are in accordance with Generally Accepted Accounting Principles (GAAP) and SEC Staff Accounting Bulletin No. 104 (SAB 104). CBIZ offers a vast array of products and business services to its clients. Those services are delivered through four practice groups. A description of revenue recognition, as it relates to those groups, is provided below.
Financial Services — Revenue consists primarily of fees for accounting services, preparation of tax returns, consulting services including Sarbanes-Oxley consulting and compliance projects, and valuation services including fairness opinions, business plans, litigation support, purchase price allocations and derivative valuations. Revenues are recorded in the period in which services are provided and meet revenue recognition criteria in accordance with SAB 104. CBIZ bills clients based upon a predetermined agreed-upon fixed fee or based on actual hours incurred on client projects at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

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Employee Services — Revenue consists primarily of brokerage and agency commissions, payroll service fees, interest on client funds, and fee income for administering health and retirement plans. A description of the revenue recognition, based on the service provided, insurance product sold, and billing arrangement, is described below.
    Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility for the collection of premiums from insureds (agency or indirect billing) are recognized as of the latter of the effective date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes available; and life insurance commissions are recognized when insurance coverage is afforded to the individual under the policy. Commission revenue is reported net of sub-broker commissions, and reserves for estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and assumptions using historical cancellation and termination experience and other current factors to project future experience. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of different estimates or assumptions could produce different results.
 
    Commissions which are based upon certain performance targets are recognized at the earlier of written notification that the target has been achieved, or cash collection.
 
    Fee income is recognized in the period in which services are provided, and may be based on actual hours incurred on an hourly fee basis, fixed fee arrangements, or asset-based fees.
 
    Payroll — Revenue is recognized when the actual payroll processing occurs.
Medical Management Professionals — Fees for services are primarily based on a percentage of net collections on our clients’ patient accounts receivable. As such, revenue is determinable, earned, and recognized, when payments are received by our clients on their patient accounts. Revenue earned on statement mailing services is recognized when statements are processed and mailed. Revenue from the sale of billing systems is recognized upon installation of the system, while the related system maintenance revenue is recognized over the period covered by the maintenance agreement.
National Practices Services — The business units that comprise this practice group offer a variety of services. A description of revenue recognition associated with the primary services is provided below.
    Technology Consulting — Revenue associated with hardware and software sales is recognized upon delivery and acceptance of the product. Revenue associated with installation is recognized as services are performed, and revenue associated with service agreements is recognized on a straight-line basis over the period of the agreement. Consulting revenue is recognized on an hourly or per diem fee basis as services are performed.
 
    Health Care Consulting — CBIZ bills clients based upon a predetermined agreed-upon fixed fee or based on actual hours incurred on client projects at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses, or as a percentage of savings after contingencies have been resolved and verified by a third party.
 
    Mergers & Acquisitions and Capital Advisory — Revenue associated with non-refundable retainers is recognized on a pro rata basis over the life of the engagement. Revenue associated with success fee transactions is recognized when the transaction is completed.
Certain of our client arrangements encompass multiple deliverables. CBIZ accounts for these arrangements in accordance with Emerging Issues Task Force No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (EITF 00-21). If the deliverables meet the criteria in EITF 00-21, the deliverables are divided into separate units of accounting and revenue is allocated to the deliverables based on their relative fair values. Revenue for each unit is recognized separately in accordance with CBIZ’s revenue recognition policy for each unit. For those arrangements where the deliverables do not

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qualify as a separate unit of accounting, revenue from all deliverables are treated as one accounting unit and evaluated for appropriate accounting treatment based upon the underlying facts and circumstances.
Valuation of Accounts Receivable and Notes Receivable
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Specifically, management must make estimates of the collectibility of accounts receivable, including unbilled accounts receivable, related to current period service revenue. Management analyzes historical bad debts, client credit-worthiness, the age of accounts receivable and current economic trends and conditions when evaluating the adequacy of the allowance for doubtful accounts and the collectibility of notes receivable. Significant management judgments and estimates must be made and used in connection with establishing the allowance for doubtful accounts in any accounting period. Material differences may result if management made different judgments or utilized different estimates.
Valuation of Goodwill
CBIZ utilizes the purchase method of accounting for all business combinations in accordance with Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations.” Intangible assets, which include client lists and non-compete agreements, are amortized principally by the straight-line method over their expected period of benefit, not to exceed ten years.
In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”, goodwill is not amortized. Goodwill is tested for impairment annually during the fourth quarter of each year, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There was no goodwill impairment during the three or six months ended June 30, 2007 or 2006.
Loss Contingencies
Loss contingencies, including litigation claims, are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis that often depends on judgment about potential actions by third parties.
Incentive Compensation
Determining the amount of expense to recognize for incentive compensation at interim and annual reporting dates involves management judgment. Expenses accrued for incentive compensation are based upon expected financial results for the year, and the ultimate determination of incentive compensation can not be made until after year-end results are finalized. Thus, amounts accrued are subject to change in future interim periods if actual future financial results are higher or lower than expected. In arriving at the amount of expense to recognize, management believes it makes reasonable judgments using all significant information available.
Income Taxes
Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves management judgment. Management estimates an annual effective tax rate (which takes into consideration expected full-year results), which is applied to our quarterly operating results to determine the provision for income tax expense. In the event there is a significant, unusual or infrequent item recognized in our quarterly operating results, the tax attributable to that item is recorded in the interim period in which it occurs. Circumstances that could cause our estimates of effective income tax rates to change include the impact of information that subsequently becomes available as we prepare our corporate income tax returns; the level of actual pre-tax income; revisions to tax positions taken as a result of further analysis and consultation; the receipt and expected utilization of federal and state income tax

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credits; and changes mandated as a result of audits by taxing authorities. Management believes it makes reasonable judgments using all significant information available when estimating income taxes.
CBIZ adopted the provisions of FIN 48 on January 1, 2007. See Note 1 to the accompanying consolidated financial statements for further discussion.
Other Significant Policies
Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above are nevertheless important to understanding the consolidated financial statements. Those policies are described in Note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2006.
New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Provisions of SFAS No. 157 must be applied prospectively as of the beginning of the first fiscal year in which the accounting standard is applied. CBIZ is currently evaluating the impact of adoption of SFAS No. 157 on the consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115” (SFAS No. 159). SFAS No. 159 permits entities to choose to measure certain financial instruments and other eligible items at fair value when the items are not otherwise currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with few exceptions. SFAS No. 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. The provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. CBIZ is currently evaluating the impact of adoption of SFAS No. 159 on the consolidated financial statements.
Uncertainty of Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Quarterly Report, including without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding CBIZ’s financial position, business strategy and plans and objectives for future performance are forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are commonly identified by the use of such terms and phrases as “intends,” “believes,” “estimates,” “expects,” “projects,” “anticipates,” “foreseeable future,” “seeks,” and words or phrases of similar import in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated services, sales efforts, expenses, and financial results. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements that we make, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Should one or more of these risks or assumptions materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Such risks and uncertainties include, but are not limited to: CBIZ’s ability to adequately manage its growth; CBIZ’s dependence on the services of its CEO and other key employees; competitive pricing pressures; general business and economic conditions; changes in governmental regulation and tax laws affecting its operations; reversal or decline in the current trend of outsourcing business services; revenue seasonality or fluctuations in and collectibility of

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receivables; liability for errors and omissions of our businesses; regulatory investigations and future regulatory activity (including without limitation inquiries into compensation arrangements within the insurance brokerage industry); and reliance on information processing systems and availability of software licenses. Consequently, no forward-looking statement can be guaranteed.
A more detailed description of risk factors may be found in CBIZ’s Annual Report on Form 10-K for the year ended December 31, 2006. CBIZ undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in the quarterly, periodic and annual reports we file
with the SEC. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
CBIZ’s floating rate debt under its credit facility exposes the Company to interest rate risk. Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different. A change in the Federal Funds Rate, or the Reference Rate set by the Bank of America, would affect the rate at which CBIZ could borrow funds under its credit facility. CBIZ’s balance outstanding under its credit facility at June 30, 2007 was $10.0 million. If market rates were to increase or decrease 100 basis points from the levels at June 30, 2007, interest expense would increase or decrease approximately $0.1 million annually.
CBIZ does not engage in trading market risk sensitive instruments. In the past, CBIZ has used interest rate swaps to manage the interest rate mix of its credit facility and related overall cost of borrowing. Interest rate swaps involve the exchange of floating for fixed rate interest payments to effectively convert floating rate debt into fixed rate debt based on a one, three, or six-month U.S. dollar LIBOR. Interest rate swaps allow CBIZ to maintain a target range of fixed to floating rate debt. Management will continue to evaluate the potential use of interest rate swaps as it deems appropriate under certain operating and market conditions.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We evaluated the effectiveness of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this report. This evaluation (Controls Evaluation) was done with the participation of our Chairman and Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Disclosure Controls are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal controls over financial reporting (Internal Controls) will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within CBIZ have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of a control. A design of a control system is also based

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upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Conclusions
Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, the Disclosure Controls are effective in providing reasonable assurance that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in our Internal Controls that occurred during the quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our Internal Controls.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
CBIZ is from time to time subject to claims and suits arising in the ordinary course of business. Although the ultimate disposition of such proceedings is not presently determinable, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the financial condition, results of operations or cash flows of CBIZ.
Item 1A. Risk Factors
Factors that may affect CBIZ’s actual operating and financial results are described in “Item 1A. Risk Factors” of CBIZ’s Annual Report on 10-K for the year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) On May 1, 2007, in connection with the acquisition of Ichthus Consulting, Inc. (ICON), CBIZ paid cash and issued approximately 62,400 shares of common stock in exchange for all the outstanding common stock of ICON. The above referenced shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933. The persons to whom the shares were issued had access to full information about CBIZ and represented that they acquired the shares for their own account and not for the purpose of distribution. The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold, or otherwise transferred without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.
(c) On February 8, 2007, CBIZ’s Board of Directors authorized the purchase of up to 5.0 million shares of CBIZ common stock through March 31, 2008. The shares may be repurchased in the open market or in privately negotiated transactions according to SEC rules.
The repurchase plans do not obligate CBIZ to acquire any specific number of shares and may be suspended at any time. Stock repurchase activity during the three months ended June 30, 2007 (reported on a trade-date basis) is summarized in the table below (in thousands, except per share data).

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Issuer Purchases of Equity Securities
                                 
                            Maximum
                    Total Number   Number of
                    of Shares   Shares That
    Total   Average   Purchased as   May Yet Be
    Number of   Price   Part of Publicly   Purchased
    Shares   Paid Per   Announced   Under the
Period   Purchased   Share (1)   Plans   Plans
April 1 – April 30, 2007 (2)
    936     $ 7.10       936       4,064  
May 1 – May 31, 2007 (2)
    34     $ 7.04       34       4,030  
June 1 – June 30, 2007
        $             4,030  
 
                               
Total second quarter purchases (3)
    970               970          
 
                               
 
(1)   Average price paid per share includes fees and commissions.
 
(2)   Open market purchases.
 
(3)   The Company utilized, and may utilize in the future, a Rule 10b5-1 trading plan to allow for repurchases by the Company during periods when it would not normally be active in the trading market due to regulatory restrictions. Under the Rule 10b5-1 trading plan, a broker is granted discretion to repurchase shares on the Company’s behalf, and the broker is unable to repurchase shares above a pre-determined price per share. Additionally, the maximum number of shares that may be purchased by the Company each day is governed by Rule 10b-18.
According to the terms of CBIZ’s credit facility with Bank of America, CBIZ is not permitted to declare or make any dividend payments, other than dividend payments made by one of its wholly owned subsidiaries to the parent company. See Note 4 to the accompanying consolidated financial statements for a description of working capital restrictions and limitations upon the payment of dividends.
Item 4. Submission of Matters to a Vote of Security Holders
Listed below are the results of matters that were submitted to vote at the Annual Meeting of Stockholders held on May 17, 2007:
1)   Election of the following individuals to the Board of Directors to serve until the 2009 Annual Meeting of Stockholders:
                 
    Authority Granted     Authority Withheld  
Rick L. Burdick
    47,900,284       11,667,786  
Steven L. Gerard
    58,762,661       805,409  
The terms of office as directors of each of Michael H. DeGroote, Joseph S. DiMartino, Harve A. Ferrill, Richard C. Rochon, Todd J. Slotkin and Donald V. Weir continued following the Annual Meeting.
2)   Approval of the 2007 Employee Stock Purchase Plan
         
For
    45,820,949  
Against
    323,475  
Abstain
    309,119  

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Table of Contents

Item 6. Exhibits
     
31.1 *
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2 *
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1 *
  Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2 *
  Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
*   Indicates documents filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
    CBIZ, Inc.
(Registrant)
 
 
Date: August 9, 2007  By:   /s/ Ware H. Grove    
    Ware H. Grove   
    Chief Financial Officer   
 

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