8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2013

CBIZ, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32961	22-2769024
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6050 Oak Tree Boulevard, South, Suite 500 Cleveland, Ohio		44131
(Address of principal executive offices)		(Zip Code)

216-447-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 30, 2013, CBIZ, Inc., a Delaware corporation (the “Company”), through its subsidiary CBIZ Operations, Inc., an Ohio corporation, completed the sale of all of the issued and outstanding capital stock of each of CBIZ Medical Management Professionals, Inc., an Ohio corporation, and CBIZ Medical Management, Inc., a North Carolina corporation, and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ’s Medical Management Professionals ongoing operations and business (“MMP”), to Zotec Partners, LLC, an Indiana limited liability company (“Zotec”), pursuant to the Stock Purchase Agreement, dated as of July 26, 2013 (the “Stock Purchase Agreement with Zotec”). Zotec paid a purchase price of $200 million in cash and $1.6 million in notes, subject to any adjustments for working capital. The Company expects net proceeds to be approximately $145 million after taxes and transaction costs.

The proceeds were immediately used to repurchase 3,858,334 shares of the Company’s common stock from its largest shareholder, Westbury (Bermuda) Ltd. (“Westbury”) at a cost of $6.65 per share for a total of $25,657,921 pursuant to a Stock Purchase Agreement among Westbury, Westbury Trust, Michael G. DeGroote and the Company dated July 26, 2013 (the “Stock Purchase Agreement with Westbury”). The remaining proceeds will immediately be used to reduce current borrowing levels.

The information relating to the Stock Purchase Agreement with Zotec set forth in Item 1.01 of the Current Report on Form 8-K filed by CBIZ, Inc. with the Securities and Exchange Commission on August 1, 2013 is incorporated by reference herein.

On September 3, 2013, the Company issued a press release announcing the completion of the sale of MMP. A copy of the press release is furnished herewith as Exhibit 99.1.

Pro forma financial information with respect to the sale of MMP is provided in Item 9.01 of this Current Report on Form 8-K.

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Item 8.01 Other Events.

On August 30, 2013, the Company completed the purchase of 3,858,334 shares of the Company’s common stock from Westbury, the Company’s largest stockholder, at a price of $6.65 per share resulting in an aggregate purchase price of $25,657,921 pursuant to the Stock Purchase Agreement with Westbury. The remaining shares subject to the Stock and Option Purchase Agreement among Westbury, Westbury Trust, Michael G. DeGroote and the Company, dated September 14, 2010 (the “Option Agreement”), in the amount of 3,858,335 shares will remain subject to the Option Agreement for the remainder of its term.

The information related to the Stock Purchase Agreement with Westbury set forth in Item 1.01 of the Current Report on Form 8-K filed by CBIZ, Inc. with the Securities and Exchange Commission on August 1, 2013 is incorporated by reference herein.

On September 3, 2013, the Company issued a press release announcing the completion of the purchase of Company common stock from Westbury. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Unaudited Pro Forma Consolidated Financial Information of CBIZ, Inc. as of and for the six month period ended June 30, 2013, and for the years ended December 31, 2012, 2011 and 2010, which gives effect to the divestiture of MMP.

(d) Exhibits.

99.1 Press Release of CBIZ, Inc. dated September 3, 2013, announcing the completion of the divestiture of its Medial Management Professionals business and the purchase of 3.85 million shares of the Company’s common stock from Westbury.

99.2 The Unaudited Pro Forma Consolidated Financial Information of CBIZ, Inc.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties, which could cause actual outcomes and results to differ materially from these statements. Such risks and uncertainties include, but are not limited to, the impact of the MMP disposition and Westbury stock repurchase on the Company’s stock price; the anticipated benefits of the disposition and stock repurchase on the Company’s financial results, business performance, and/or product offerings; the Company’s ability to adequately manage its growth; the Company’s dependence on the current trend of outsourcing business services; the Company’s dependence on the services of its CEO and other key employees; competitive pricing pressures; general business and economic conditions; and changes in governmental regulation and tax laws affecting the Company’s insurance business or its business services operations. A more detailed description of such risks and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission. The information set forth herein speaks only as of the date hereof, and CBIZ disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof.

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SIGNATURES

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 hereunto duly authorized.

September 6, 2013	CBIZ, INC.
	By:	/s/ Ware H. Grove
	Name:	Ware H. Grove
	Title:	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Lori Novickis
		Director, Corporate Relations
		CBIZ, Inc.
		Cleveland, Ohio
		(216) 447-9000

CBIZ COMPLETES THE SALE OF ITS

MEDICAL MANAGEMENT PROFESSIONALS BUSINESS

Completes purchase of 3.85 million shares of the Company’s common stock from Westbury

Cleveland, Ohio (September 3, 2013)—CBIZ, Inc. (NYSE: CBZ) (“Company”) today announced that it has completed the previously announced sale of its Medical Management Professionals (“MMP”) business to Zotec Partners, LLC (“Zotec”) for $200 million. The Company also completed the purchase of 3.85 million shares of the Company’s common stock from Westbury (Bermuda) Ltd. at a price of $6.65 per share. Following both transactions, proceeds of the sale will immediately be used to reduce current borrowing levels and over time will be reinvested to enhance the growth of the core Financial and Employee Services businesses.

CBIZ, Inc. provides professional business services that help clients better manage their finances and employees. CBIZ provides its clients with financial services including accounting, tax, financial advisory, government health care consulting, risk advisory, merger and acquisition advisory, real estate consulting, and valuation services. Employee services include employee benefits consulting, property and casualty insurance, retirement plan consulting, payroll, life insurance, HR consulting, and executive recruitment. As one of the nation’s largest brokers of employee benefits and property and casualty insurance, and one of the largest accounting and valuation companies in the United States, the Company’s services are provided through nearly 100 Company offices in 32 states.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties, which could cause actual outcomes and results to differ materially from these statements. Such risks and uncertainties include, but are not limited to, the impact of the MMP disposition and Westbury stock repurchase on the Company’s stock price; the anticipated benefits of the disposition and stock purchase on the Company’s financial results, business performance, and/or product offerings; the Company’s ability to adequately manage its growth; the Company’s dependence on the current trend of outsourcing business services; the Company’s dependence on the services of its CEO and other key employees; competitive pricing pressures; general business and economic conditions; and changes in governmental regulation and tax laws affecting the Company’s insurance business or its business services operations. A more detailed description of such risks and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission. The information set forth herein speaks only as of the date hereof, and CBIZ disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof.

For further information regarding CBIZ, call our Investor Relations Office at (216) 447-9000 or visit our web site at www.cbiz.com.

6050 Oak Tree Boulevard, South — Suite 500 — Cleveland, OH 44131 — Phone (216) 447-9000 — Fax (216) 447-9007

EX-99.2

EXHIBIT 99.2

Unaudited Pro Forma Consolidated Financial Information

On July 26, 2013, CBIZ, Inc., a Delaware corporation (the “Company”), through its subsidiary CBIZ Operations, Inc., an Ohio corporation, entered into an agreement (the “Zotec Agreement”) with Zotec Partners, LLC, an Indiana limited liability company (“Zotec”), to sell all of the issued and outstanding capital stock of each of CBIZ Medical Management Professionals, Inc., an Ohio corporation, and CBIZ Medical Management, Inc., a North Carolina corporation, and substantially all of the stock of their subsidiary companies, collectively consisting of all of CBIZ’s Medical Management Professionals ongoing operations and business (“MMP”).

On August 30, 2013, pursuant to the terms of the Zotec Agreement, the Company completed the divestiture of its MMP business to Zotec for consideration of $201.6 million, subject to adjustments for working capital as defined in the Zotec Agreement.

Concurrent with the completion of the Zotec Agreement, the Company completed the purchase of 3,858,334 shares of the Company’s common shares from Westbury (Bermuda) Ltd. (“Westbury”), pursuant to a Stock Purchase Agreement that was entered into on July 26, 2013 between the Company and its largest shareholder, Westbury. The Company paid Westbury a total of $25,657,921, which represents a price per share of $6.65.

The unaudited pro forma consolidated balance sheet of the Company as of June 30, 2013 is presented as if the disposition occurred on June 30, 2013. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2013 and for the years ended December 31, 2012, 2011 and 2010 are presented as if the disposition occurred on January 1, 2010 and exclude the results of discontinued operations.

The results of operations of the MMP business were classified as discontinued operations in the unaudited consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2013. As such, in the condensed consolidated statement of operations for the six months ended June 30, 2013, there are no pro forma adjustments to continuing operations necessary to reflect the disposition.

The following unaudited pro forma consolidated financial statements are presented for illustrative purposes only and have been prepared to give effect to the sale of MMP and reflect what the financial statements would have reported if the sale of MMP occurred at the beginning of the earliest date presented. The resulting pro forma financial information of the continuing operations of the Company are not necessarily indicative of future results of operations or financial condition.

CBIZ, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET AND NOTES - UNAUDITED

JUNE 30, 2013

(In thousands)

				Pro Forma Adjustments
	Previously			MMP			Proceeds
	Reported			Items			and Other			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	1,187		$	—		$	7,142	(b)	$	8,329
Restricted cash		28,219			—			—			28,219
Accounts receivable, net		161,402			—			—			161,402
Deferred income taxes—current		12,138			—			—			12,138
Other current assets		12,978			—			1,600	(c)		14,578
Assets of discontinued operations		102,087			(102,087	)(a)		—			—
Current assets before funds held for clients		318,011			(102,087	)		8,742			224,666
Funds held for clients		116,370			—			—			116,370
Total current assets		434,381			(102,087	)		8,742			341,036
Property and equipment, net		18,210			—			—			18,210
Goodwill and other intangible assets, net		474,981			—			—			474,981
Assets of deferred compensation plan		44,964			—			—			44,964
Other assets		7,693			—			—			7,693
Total assets	$	980,229		$	(102,087	)	$	8,742		$	886,884
LIABILITIES
Current liabilities:
Accounts payable	$	40,766		$	—		$	—		$	40,766
Income taxes payable—current		8,612			—			48,700	(d)		57,312
Accrued personnel costs		30,168			—			—			30,168
Notes payable—current		4,875			—			—			4,875
Contingent liabilities—current		14,456			—			—			14,456
Other current liabilities		19,785			—			—			19,785
Liabilities of discontinued operations		11,553			(11,553	)(a)		—			—
Current liabilities before client fund obligations		130,215			(11,553	)		48,700			167,362
Client fund obligations		116,338			—			—			116,338
Total current liabilities		246,553			(11,553	)		48,700			283,700
Convertible notes, net		123,810			—			—			123,810
Bank debt		204,000			—			(164,000	)(b)		40,000
Income taxes payable—non-current		4,280			—			—			4,280
Deferred income taxes—non-current		875			—			—			875
Deferred compensation plan obligations		44,964			—			—			44,964
Contingent liabilities—non-current		19,798			—			—			19,798
Accrued expenses—non current		11,297			—			—			11,297
Total liabilities		655,577			(11,553	)		(115,300	)		528,724
STOCKHOLDERS’ EQUITY
Common stock		1,131			—			—			1,131
Additional paid-in capital		563,646			—			—			563,646
Retained earnings		132,580			(90,534	)(e)		149,700	(e)		191,746
Treasury stock		(371,890	)		—			(25,658	)(f)		(397,548	)
Accumulated other comprehensive loss		(815	)		—			—			(815	)
Total stockholders’ equity		324,652			(90,534	)		124,042			358,160
Total liabilities and stockholders’ equity	$	980,229		$	(102,087	)	$	8,742		$	886,884

(a) Represents the assets and liabilities of MMP that were previously determined to be held for sale.

(b) Proceeds from sale of MMP, net of closing costs and adjustments of $4.8 million, less $25.7 million used to repurchase 3.86 million shares of the Company’s common shares from Westbury (Bermuda) Ltd., and $164.0 million to immediately pay down debt.

(c) Proceeds from the sale of MMP in the form of a note receivable.

(d) Estimated tax liability resulting from the gain on sale of MMP using a tax rate of 40%.

(e) Collectively, the estimated after tax gain on the sale of MMP.

(f) The repurchase of the Company’s common shares as described in note (b).

CBIZ, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND NOTES - UNAUDITED

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

(In thousands, except per share data)

	2012
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	766,094	$	138,016	$	628,078
Operating expenses		680,195		122,958		557,237
Gross margin		85,899		15,058		70,841
Corporate general and administrative expenses		30,422		213		30,209
Operating income		55,477		14,845		40,632
Total other expense, net		5,074		1,054		4,020
Income from continuing operations before income tax expense		50,403		13,791		36,612
Income tax expense		19,328		5,349		13,979
Income from continuing operations	$	31,075	$	8,442	$	22,633
Basic weighted average common shares outstanding		49,002				49,002
Diluted weighted average common shares outstanding		49,252				49,252
Basic earnings per share from continuing operations	$	0.63	$	0.17	$	0.46
Diluted earnings per share from continuing operations	$	0.63	$	0.17	$	0.46
	2011
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	733,805	$	141,046	$	592,759
Operating expenses		644,269		124,668		519,601
Gross margin		89,536		16,378		73,158
Corporate general and administrative expenses		31,583		50		31,533
Operating income		57,953		16,328		41,625
Total other expense, net		10,986		1,060		9,926
Income from continuing operations before income tax expense		46,967		15,268		31,699
Income tax expense		18,383		6,092		12,291
Income from continuing operations	$	28,584	$	9,176	$	19,408
Basic weighted average common shares outstanding		49,328				49,328
Diluted weighted average common shares outstanding		49,599				49,599
Basic earnings per share from continuing operations	$	0.58	$	0.19	$	0.39
Diluted earnings per share from continuing operations	$	0.58	$	0.19	$	0.39
	2010
	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma (b)
Revenue	$	730,401	$	148,425	$	581,976
Operating expenses		644,335		131,754		512,581
Gross margin		86,066		16,671		69,395
Corporate general and administrative expenses		29,584		4		29,580
Operating income		56,482		16,667		39,815
Total other expense, net		11,310		1,140		10,170
Income from continuing operations before income tax expense		45,172		15,527		29,645
Income tax expense		17,017		6,189		10,828
Income from continuing operations	$	28,155	$	9,338	$	18,817
Basic weighted average common shares outstanding		57,692				57,692
Diluted weighted average common shares outstanding		58,193				58,193
Basic earnings per share from continuing operations	$	0.49	$	0.16	$	0.33
Diluted earnings per share from continuing operations	$	0.48	$	0.16	$	0.32

(a) Adjustments for MMP include the previously reported operating results for MMP as well as adjustments for allocation of interest expense and income tax expense. Income tax expense was calculated using the estimated effective tax rate for MMP.

(b) The CBIZ Pro Forma reflects the adjusted results of operations after the divestiture of MMP.

CBIZ, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND NOTES - UNAUDITED

SIX MONTHS ENDED JUNE 30, 2013

(In thousands, except per share data)

	Previously		Adjustments for		CBIZ
	Reported		Sale of MMP (a)		Pro Forma
Revenue	$	373,945	$	—	$	373,945
Operating expenses		311,625		—		311,625
Gross margin		62,320		—		62,320
Corporate general and administrative expenses		17,633		—		17,633
Operating income		44,687		—		44,687
Total other expense, net		5,892		—		5,892
Income from continuing operations before income tax expense		38,795		—		38,795
Income tax expense		16,441		—		16,441
Income from continuing operations	$	22,354	$	—	$	22,354
Basic weighted average common shares outstanding		49,535				49,535
Diluted weighted average common shares outstanding		49,891				49,891
Basic earnings per share from continuing operations	$	0.45	$	—	$	0.45
Diluted earnings per share from continuing operations	$	0.45	$	—	$	0.45

(a) The results of operations of MMP were classified as discontinued operations in the unaudited consolidated financial statements and notes thereto included in CBIZ’s Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2013. As such, no pro forma adjustments to continuing operations are necessary to reflect the divestiture.