CBIZ, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock - Our common stock is traded on the NYSE under the trading symbol “CBZ.” Holders of Record - The number of holders of our common stock based on record ownership as of December 31, 2020 was approximately 2,200. Dividends - Historically, we have not paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Refer to Note 9, Debt and Financing Arrangements, to the accompanying consolidated financial statements for information relating to restrictions on declaring or making dividend payments under o u r 2018 credit facility. Recent Sales of Unregistered Securities - During the year ended December 31, 2020, we issued approximately 429.2 thousand shares of our common stock as payment for contingent consideration for current year and previous acquisitions. The above referenced shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The persons to whom the shares were issued had access to full information about the Company 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. Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2020 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions. Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2020 211 $ 23.43 211 4,554 November 1 – November 30, 2020 348 $ 24.67 348 4,206 December 1 – December 31, 2020 440 $ 25.61 440 3,766 999 $ 24.82 999 Refer to Note 13, Common Stock, to the accompanying consolidated financial statements for future discussion on the Share Repurchase Program. Performance Graph - The graph below matches the cumulative five-year total return of holders of CBIZ, Inc.’s common stock with the cumulative total returns of the S&P 500 index, the Russell 2000 index and a customized peer group of five companies that includes: Brown & Brown, Inc., H & R Block, Inc., Paychex, Inc., Resources Connection, Inc. and Willis Towers Watson Plc. The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2015 and tracks it through December 31, 2020. 18 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, and a Peer Group *$100 invested on December 31, 2015 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2021 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2021 Russell Investment Group. All rights reserved. 2015 2016 2017 2018 2019 2020 CBIZ, Inc. $ 100.00 $ 138.95 $ 156.69 $ 199.80 $ 273.43 $ 269.88 S&P 500 100.00 111.96 136.40 130.42 171.49 203.04 Russell 2000 100.00 121.31 139.08 123.76 155.35 186.36 Peer Group 100.00 107.62 127.65 129.45 171.35 186.69 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 19 ITEM 6. SELECTED FINANCIAL DATA. The following table presents our selected historical financial data. The information set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying consolidated financial statements and notes thereto, which are included elsewhere in this Annual Report. Year Ended December 31, 2020 2019 2018 2017 2016 (In thousands, except per share data) Results of Operations Data Revenue $ 963,897 $ 948,424 $ 922,003 $ 855,340 $ 799,832 Income from continuing operations before income tax expense 103,488 92,889 79,840 74,320 67,006 Income tax expense 25,141 21,840 18,267 23,288 26,399 Income from continuing operations 78,347 71,049 61,573 51,032 40,607 Net income $ 78,299 $ 70,714 $ 61,570 $ 50,377 $ 40,065 Basic weighted average common shares 54,288 54,299 54,561 53,862 52,321 Diluted weighted average common shares 55,359 55,895 56,487 55,689 53,513 Diluted earnings per share: Continuing operations $ 1.42 $ 1.27 $ 1.09 $ 0.92 $ 0.76 Net income $ 1.41 $ 1.26 $ 1.09 $ 0.91 $ 0.75 Balance Sheet Data Total assets $ 1,513,754 $ 1,400,774 $ 1,183,031 $ 1,176,231 $ 1,118,588 Long-term debt $ 108,000 $ 105,500 $ 135,500 $ 178,500 $ 191,400 Total liabilities $ 811,134 $ 741,536 $ 589,368 $ 645,352 $ 638,567 Total stockholders’ equity $ 702,620 $ 659,238 $ 593,663 $ 530,879 $ 480,021 Adjusted EBITDA (1) $ 132,119 $ 120,582 $ 109,135 $ 104,011 $ 94,842 (1) We report our financial results in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA, a Non-GAAP measure, represents income from continuing operations before income tax expense, interest expense, gain on sale of operations, net, and depreciation and amortization expense. We have included Adjusted EBITDA because such data is commonly used as a performance measure by analysts and investors and as a measure of our ability to service debt. Adjusted EBITDA should not be regarded as an alternative or replacement to any measurement of performance under generally accepted accounting principles. Refer to the GAAP Reconciliation table in Part II - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, which reconciles the Non-GAAP financial measure to the nearest GAAP financial measure, “Income from continuing operations.”