CBIZ, Inc. 10-Q

Item 1. Financial Statements CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) June 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 4,677 $ 4,652 Restricted cash 39,268 23,951 Accounts receivable, net 292,496 216,175 Other current assets 33,310 24,213 Current assets before funds held for clients 369,751 268,991 Funds held for clients 139,420 167,440 Total current assets 509,171 436,431 Non-current assets: Property and equipment, net 40,069 41,346 Goodwill and other intangible assets, net 807,939 756,750 Assets of deferred compensation plan 142,330 127,332 Operating lease right-of-use assets, net 153,457 147,843 Other non-current assets 3,662 4,052 Total non-current assets 1,147,457 1,077,323 Total assets $ 1,656,628 $ 1,513,754 LIABILITIES Current liabilities: Accounts payable $ 99,018 $ 64,119 Income taxes payable 2,397 2,788 Accrued personnel costs 72,917 79,978 Contingent purchase price liabilities 22,407 20,288 Operating lease liabilities 30,880 30,483 Other current liabilities 56,979 13,629 Current liabilities before client fund obligations 284,598 211,285 Client fund obligations 139,166 166,989 Total current liabilities 423,764 378,274 Non-current liabilities: Bank debt 163,300 108,000 Debt issuance costs ( 628 ) ( 808 ) Total long-term debt 162,672 107,192 Income taxes payable 1,396 1,775 Deferred income taxes, net 14,399 8,752 Deferred compensation plan obligations 142,330 127,332 Contingent purchase price liabilities 43,780 34,103 Operating lease liabilities 146,087 142,020 Other non-current liabilities 9,868 11,686 Total non-current liabilities 520,532 432,860 Total liabilities 944,296 811,134 STOCKHOLDERS' EQUITY Common stock 1,349 1,341 Additional paid in capital 757,421 740,970 Retained earnings 616,691 557,875 Treasury stock ( 661,772 ) ( 595,297 ) Accumulated other comprehensive loss ( 1,357 ) ( 2,269 ) Total stockholders’ equity 712,332 702,620 Total liabilities and stockholders’ equity $ 1,656,628 $ 1,513,754 See the accompanying notes to the condensed consolidated financial statements 3 CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 278,648 $ 236,943 $ 579,378 $ 514,398 Operating expenses 236,934 209,016 460,905 408,843 Gross margin 41,714 27,927 118,473 105,555 Corporate general and administrative expenses 13,816 11,160 28,299 21,649 Legal settlement, net 30,468 — 30,468 — Operating (loss) income ( 2,570 ) 16,767 59,706 83,906 Other income (expense): Interest expense ( 959 ) ( 2,074 ) ( 1,836 ) ( 3,193 ) Gain on sale of operations, net 6,385 57 6,385 152 Other income (expense), net 8,373 13,336 13,162 ( 2,464 ) Total other income (expense), net 13,799 11,319 17,711 ( 5,505 ) Income from continuing operations before income tax expense 11,229 28,086 77,417 78,401 Income tax expense 2,616 6,607 18,588 20,060 Income from continuing operations 8,613 21,479 58,829 58,341 Loss from discontinued operations, net of tax ( 6 ) ( 11 ) ( 13 ) ( 25 ) Net income $ 8,607 $ 21,468 $ 58,816 $ 58,316 Earnings per share: Basic: Continuing operations $ 0.16 $ 0.40 $ 1.11 $ 1.07 Discontinued operations — — — — Net income $ 0.16 $ 0.40 $ 1.11 $ 1.07 Diluted: Continuing operations $ 0.16 $ 0.39 $ 1.09 $ 1.05 Discontinued operations — — — — Net income $ 0.16 $ 0.39 $ 1.09 $ 1.05 Basic weighted average shares outstanding 52,874 54,142 53,119 54,356 Diluted weighted average shares outstanding 53,769 55,116 54,109 55,515 Comprehensive income: Net income $ 8,607 $ 21,468 $ 58,816 $ 58,316 Other comprehensive income (loss), net of tax 58 ( 377 ) 912 ( 1,629 ) Comprehensive income $ 8,665 $ 21,091 $ 59,728 $ 56,687 See the accompanying notes to the condensed consolidated financial statements 4 CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands) Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Totals March 31, 2021 134,625 81,209 $ 1,346 $ 749,207 $ 608,084 $ ( 629,439 ) $ ( 1,415 ) $ 727,783 Net income — — — — 8,607 — — 8,607 Other comprehensive income — — — — — — 58 58 Share repurchases — 919 — — — ( 30,759 ) — ( 30,759 ) Indirect repurchase of shares for minimum tax withholding — 45 — — — ( 1,574 ) — ( 1,574 ) Restricted stock units and awards 34 — — — — — — — Stock options exercised 96 — 1 1,039 — — — 1,040 Stock-based compensation — — — 2,599 — — — 2,599 Business acquisitions 137 — 2 4,576 — — — 4,578 June 30, 2021 134,892 82,173 $ 1,349 $ 757,421 $ 616,691 $ ( 661,772 ) $ ( 1,357 ) $ 712,332 Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Totals March 31, 2020 133,241 78,811 $ 1,332 $ 719,616 $ 516,424 $ ( 565,180 ) $ ( 1,932 ) $ 670,260 Net income — — — — 21,468 — — 21,468 Other comprehensive loss — — — — — — ( 377 ) ( 377 ) Share repurchases — — — — — — — — Indirect repurchase of shares for minimum tax withholding — 70 — — — ( 1,582 ) — ( 1,582 ) Restricted stock 40 — — — — — — Stock options exercised 211 — 2 2,212 — — — 2,214 Stock-based compensation — — — 2,257 — — — 2,257 Business acquisitions 44 — 1 979 — — — 980 June 30, 2020 133,536 78,881 $ 1,335 $ 725,064 $ 537,892 $ ( 566,762 ) $ ( 2,309 ) $ 695,220 5 CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands) Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Totals December 31, 2020 134,144 80,045 $ 1,341 $ 740,970 $ 557,875 $ ( 595,297 ) $ ( 2,269 ) $ 702,620 Net income — — — — 58,816 — — 58,816 Other comprehensive income — — — — — — 912 912 Share repurchases — 2,036 — — — ( 63,438 ) — ( 63,438 ) Indirect repurchase of shares for minimum tax withholding — 92 — — — ( 3,037 ) — ( 3,037 ) Restricted stock units and awards 80 — 1 ( 1 ) — — — — Stock options exercised 493 — 5 5,443 — — — 5,448 Stock-based compensation — — — 5,454 — — — 5,454 Business acquisitions 175 — 2 5,555 — — — 5,557 June 30, 2021 134,892 82,173 $ 1,349 $ 757,421 $ 616,691 $ ( 661,772 ) $ ( 1,357 ) $ 712,332 Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Totals December 31, 2019 133,056 77,637 $ 1,331 $ 714,704 $ 479,576 $ ( 535,693 ) $ ( 680 ) $ 659,238 Net income — — — — 58,316 — — 58,316 Other comprehensive loss — — — — — — ( 1,629 ) ( 1,629 ) Share repurchases — 1,147 — — — ( 29,029 ) — ( 29,029 ) Indirect repurchase of shares for minimum tax withholding — 97 — — — ( 2,040 ) — ( 2,040 ) Restricted stock 40 — — — — — — — Stock options exercised 327 — 3 3,224 — — — 3,227 Stock-based compensation — — — 4,280 — — — 4,280 Business acquisitions 113 — 1 2,856 — — — 2,857 June 30, 2020 133,536 78,881 $ 1,335 $ 725,064 $ 537,892 $ ( 566,762 ) $ ( 2,309 ) $ 695,220 See the accompanying notes to the condensed consolidated financial statements 6 CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2021 2020 Cash flows from operating activities: Net income $ 58,816 $ 58,316 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 12,876 11,491 Gain on sale of operations, net ( 6,385 ) ( 152 ) Bad debt expense, net of recoveries 265 3,234 Adjustment to contingent earnout liability 753 ( 155 ) Stock-based compensation expense 5,454 4,280 Excess tax benefits from share based payment arrangements ( 3,368 ) ( 1,427 ) Deferred income taxes 5,360 1,129 Other, net ( 478 ) 138 Changes in assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net ( 69,363 ) ( 47,545 ) Other assets ( 11,279 ) 894 Accounts payable 36,574 17,810 Income taxes payable 2,599 19,365 Accrued personnel costs ( 7,634 ) ( 19,824 ) Other liabilities 42,117 8,014 Operating cash flows provided by continuing operations 66,307 55,568 Operating cash flows used in discontinued operations ( 13 ) ( 45 ) Net cash provided by operating activities 66,294 55,523 Cash flows from investing activities: Business acquisitions and purchases of client lists, net of cash acquired ( 43,172 ) ( 7,888 ) Purchases of client fund investments ( 7,900 ) ( 3,447 ) Proceeds from the sales and maturities of client fund investments 7,965 25,316 Proceeds from sales of divested operations 9,785 651 Change in funds held for clients ( 4,029 ) 3,125 Additions to property and equipment ( 3,258 ) ( 5,306 ) Other 472 356 Net cash (used in) provided by investing activities ( 40,137 ) 12,807 Cash flows from financing activities: Proceeds from bank debt 431,700 440,254 Payment of bank debt ( 376,400 ) ( 425,754 ) Payment for acquisition of treasury stock ( 64,506 ) ( 29,029 ) Indirect repurchase of shares for minimum tax withholding ( 3,037 ) ( 2,040 ) Decrease in client funds obligations ( 27,823 ) ( 50,793 ) Proceeds from exercise of stock options 5,448 3,227 Payment of contingent consideration for acquisitions ( 7,850 ) ( 6,199 ) Other, net ( 114 ) ( 226 ) Net cash used in financing activities ( 42,582 ) ( 70,560 ) Net decrease in cash, cash equivalents and restricted cash ( 16,425 ) ( 2,230 ) Cash, cash equivalents and restricted cash at beginning of year 170,335 146,505 Cash, cash equivalents and restricted cash at end of period $ 153,910 $ 144,275 Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets: Cash and cash equivalents $ 4,677 $ 9,620 Restricted cash 39,268 42,411 Cash equivalents included in funds held for clients 109,965 92,244 Total cash, cash equivalents and restricted cash $ 153,910 $ 144,275 See the accompanying notes to the condensed consolidated financial statements 7 CBIZ, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Selected Terms Used in Notes to the Condensed Consolidated Financial Statements ASA – Administrative Service Agreement ASC – Accounting Standards Codification ASU – Accounting Standards Update CECL– Current expected credit losses CPA firm – Certified Public Accounting firm FASB – The Financial Accounting Standards Board GAAP – United States Generally Accepted Accounting Principles LIBOR – London Interbank Offered Rate SEC – United States Securities and Exchange Commission Description of Business: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 12, Segment Disclosures, to the accompanying condensed consolidated financial statements. Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ”, the “Company”, “we”, “us”, or “our”), after elimination of all intercompany balances and transactions. These unaudited condensed 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. Unaudited Interim Financial Statements: The condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of CBIZ management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021. Use of Estimates: The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. Changes in Accounting Policies: We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 8 NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an accounting standard to communicate changes to the FASB codification. We assess and review the impact of all accounting standards. Any accounting standards not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements of the Company. Accounting Standards Issued But Not Yet Adopted Reference Rate Reform : In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022. We are currently evaluating the effect of this new standard on our consolidated financial statements and have not adopted any of the transition relief available under the new guidance as of June 30, 2021. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which provides optional temporary guidance for entities transitioning away from the LIBOR and other interbank offered rates to new reference rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. This ASU clarifies that the derivative instruments affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions provided in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments provided in this ASU do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. We are currently evaluating the effect of this new standard on our consolidated financial statements and have not adopted any of the transition relief available under the new guidance as of June 30, 2021. NOTE 3. ACCOUNTS RECEIVABLE, NET Accounts receivable, less allowance for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value. Assessing the collectability of the receivables (billed and unbilled) requires management judgment based on a combination of factors, including but not limited to, an evaluation of our historical incurred loss experience, credit-worthiness of our clients, age of the trade receivable balance, current economic conditions that may affect a client’s ability to pay, and reasonable and supportable forecasts. Receivables are charged-off against the allowance when the balance is deemed uncollectible. Accounts receivable, net, at June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, 2021 December 31, 2020 Trade accounts receivable $ 213,251 $ 167,575 Unbilled revenue, at net realizable value 93,950 63,494 Total accounts receivable 307,201 231,069 Allowance for doubtful accounts ( 14,705 ) ( 14,894 ) Accounts receivable, net $ 292,496 $ 216,175 9 Changes to the allowance for doubtful accounts for the six months ended June 30, 2021 and twelve months ended December 31, 2020 are as follows (in thousands): June 30, 2021 December 31, 2020 Balance at beginning of period $ ( 14,894 ) $ ( 14,379 ) Provision ( 2,583 ) ( 9,323 ) Charge-offs, net of recoveries 2,772 8,808 Allowance for doubtful accounts $ ( 14,705 ) $ ( 14,894 ) NOTE 4. DEBT AND FINANCING ARRANGEMENTS 2018 Credit Facility - Our primary financing arrangement is the $ 400 million unsecured credit facility (the “2018 credit facility” or the “credit facility”), which provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases. The 2018 credit facility matures in 2023. The balance outstanding under the 2018 credit facility was $ 163.3 million and $ 108.0 million at June 30, 2021 and December 31, 2020, respectively. Effective interest rates, including the impact of interest rate swaps associated with the 2018 credit facility, were as follows: Six Months Ended June 30, 2021 2020 Weighted average rates 1.95 % 2.43 % Range of effective rates 1.06 % - 3.64 % 1.11 % - 4.75 % We had approximately $ 233.4 million of available funds under the credit facility at June 30, 2021, net of outstanding letters of credit of $ 3.0 million. As of June 30, 2021, we were in compliance with our financial debt covenants. Other Line of Credit - We have an unsecured $ 20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc. and Huntington National Bank. We utilize this line to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. The line of credit, which was renewed on August 6, 2020 and will terminate on August 5, 2021, did no t have a balance outstanding at June 30, 2021. We intend to renew this line of credit. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for additional details of our debt and financing arrangements. Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands): Three Months Ended June 30, 2021 2020 2018 credit facility $ 952 $ 2,056 Other 7 18 Total $ 959 $ 2,074 Six Months Ended June 30, 2021 2020 2018 credit facility $ 1,823 $ 3,157 Other line of credit — 1 Other 13 35 Total $ 1,836 $ 3,193 10 NOTE 5. COMMITMENTS AND CONTINGENCIES Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $ 3.0 million and $ 1.7 million at June 30, 2021 and December 31, 2020, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $ 2.3 million and $ 2.2 million at June 30, 2021 and December 31, 2020, respectively. Legal Proceedings - In 2010, CBIZ, Inc. and its subsidiary, CBIZ MHM, LLC (formerly, CBIZ Accounting, Tax & Advisory Services, LLC) (the “CBIZ Parties”), were named as defendants in lawsuits filed in the U.S. District Court for the District of Arizona and the Superior Court for Maricopa County, Arizona. The federal court case is captioned Robert Facciola, et al v. Greenberg Traurig LLP, et al, and the state court cases are captioned Victims Recovery, LLC v. Greenberg Traurig LLP, et al, Roger Ashkenazi, et al v. Greenberg Traurig LLP, et al, Mary Marsh, et al v. Greenberg Traurig LLP, et al; and ML Liquidating Trust v. Mayer Hoffman McCann, P.C. (“Mayer Hoffman”), et al. Prior to these suits CBIZ MHM, LLC was named as a defendant in Jeffrey C. Stone v. Greenberg Traurig LLP, et al. These lawsuits arose out of the bankruptcy of Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various other professional firms and individuals not related to the Company were also named defendants in these lawsuits. The lawsuits asserted claims for, among others things, violations of the Arizona Securities Act, common law fraud, and negligent misrepresentation, and sought to hold the CBIZ Parties vicariously liable for Mayer Hoffman’s conduct as Mortgage Ltd.’s auditor, as either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law. With the exception of claims being pursued by two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”), all other related matters have been dismissed or settled without payment by the CBIZ Parties. The Baldino Group’s claims, which allege damages of approximately $ 16.0 million, are currently pending, though no trial date has been set. On December 19, 2016, CBIZ Operations, Inc. (“CBIZ Operations”) was named as a defendant in a lawsuit filed by Zotec Partners, LLC (“Zotec”) in the Marion County Indiana Superior Court. After various amendments, the lawsuit asserts claims under Indiana law for securities, statutory and common law fraud or deception, unjust enrichment, breach of contract, and vicarious liability against CBIZ Operations and a former employee of CBIZ MMP in connection with the sale of the CBIZ MMP medical billing practice to Zotec. The plaintiff claims that CBIZ Operations had a duty to disclose the fact, unknown to employees of CBIZ Operations at the time of the transaction, that the former employee had a financial arrangement with a Zotec vendor at the time CBIZ Operations sold CBIZ MMP to Zotec. The plaintiff is now seeking damages of up to $ 177.0 million out of the $ 200.0 million transaction price. Trial is scheduled for October 2021. We cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any. Although the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these cases. In addition to those items disclosed above, we are, from time to time, subject to claims and lawsuits arising in the ordinary course of business. On September 16, 2016, CBIZ, Inc. and its subsidiary CBIZ Benefits & Insurance Services, Inc. (“CBIZ Benefits”) were named as defendants in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania. The federal court case is brought by UPMC, d/b/a University of Pittsburgh Medical Center, and a health system it acquired, UPMC Altoona (formerly, Altoona Regional Health System). The lawsuit asserted professional negligence, breach of contract, and negligent misrepresentation claims against CBIZ, CBIZ Benefits and a former employee of CBIZ Benefits in connection with actuarial services provided by CBIZ Benefits. On June 24, 2021, CBIZ settled the case with UPMC. Under the terms of the settlement, CBIZ will pay a total settlement amount of $ 41.5 million. As a result, we recorded a one-time settlement loss of $ 30.5 million in the accompanying Condensed Consolidated Statements of Comprehensive Income. NOTE 6. FINANCIAL INSTRUMENTS Available-For-Sale Debt Securities - In connection with certain services provided by our payroll operations, we collect funds from our clients’ accounts in advance of paying client obligations. These 11 funds held for clients are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying Condensed Consolidated Balance Sheets. The par value of these investments totaled $ 24.8 million and $ 24.9 million at June 30, 2021 and December 31, 2020, respectively, and had maturity or callable dates ranging from July 2021 through November 2025. At June 30, 2021, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value. The bond issuers continue to make timely principal and interest payments. The following table summarizes activities related to these investments for the six months ended June 30, 2021 and the twelve months ended December 31, 2020 (in thousands): Six Months Ended June 30, 2021 Twelve Months Ended December 31, 2020 Fair value at beginning of period $ 25,708 $ 60,659 Purchases 7,900 3,447 Sales ( 5,550 ) ( 22,078 ) Maturities and calls ( 2,415 ) ( 15,409 ) Change in bond premium 591 ( 857 ) Fair market value adjustment ( 217 ) ( 54 ) Fair value at end of period $ 26,017 $ 25,708 In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 3.4 million. We did no t have any depository items at December 31, 2020. Those depository assets are classified as Level 1 in the fair value hierarchy. Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2018 credit facility, or the forecasted acquisition of such liability. We do not purchase or hold any derivative instruments for trading or speculative purposes. Refer to the Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion on our interest rate swaps. During the first quarter of 2021, one interest rate swap expired with a notional value of $ 10.0 million. As of June 30, 2021, we have three interest rate swaps outstanding. Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the agreement, and receive interest that varies with the one-month LIBOR. The notional value, fixed rate of interest and expiration date of each interest rate swap as of June 30, 2021 was (i) $ 20.0 million – 1.770 % - May 2022, (ii) $ 15.0 million – 2.640 % - June 2023 and (iii) $ 50.0 million - 0.885 % - April 2025. Refer to Note 7, Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Condensed Consolidated Balance Sheets at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 Notional Amount Fair Value Balance Sheet Location Interest rate swap $ 20,000 $ ( 292 ) Other current liability Interest rate swaps $ 65,000 $ ( 859 ) Other non-current liabilities December 31, 2020 Notional Amount Fair Value Balance Sheet Location Interest rate swap $ 10,000 $ ( 13 ) Other current liability Interest rate swaps $ 85,000 $ ( 2,552 ) Other non-current liabilities 12 The following table summarizes the effects of the interest rate swaps on the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020 (in thousands): Gain (Loss) Recognized in AOCL, net of tax Loss Reclassified from AOCL into Expense Three Months Ended June 30, Three Months Ended June 30, 2021 2020 2021 2020 Interest rate swaps $ 117 $ ( 1,007 ) $ ( 280 ) $ ( 350 ) Six Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Interest rate swaps $ 1,078 $ ( 1,660 ) $ ( 565 ) $ ( 383 ) NOTE 7. FAIR VALUE MEASUREMENTS The following table summarizes our assets and (liabilities) at June 30, 2021 and December 31, 2020, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level June 30, 2021 December 31, 2020 Deferred compensation plan assets 1 $ 142,330 $ 127,332 Available-for-sale debt securities 1 26,017 25,708 Deferred compensation plan liabilities 1 ( 142,330 ) ( 127,332 ) Interest rate swaps 2 ( 1,151 ) ( 2,565 ) Contingent purchase price liabilities 3 ( 66,187 ) ( 54,391 ) During the six months ended June 30, 2021 and 2020, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2021 and 2020 (pre-tax basis) (in thousands): 2021 2020 Beginning balance – January 1 $ ( 54,391 ) $ ( 32,089 ) Additions from business acquisitions ( 20,124 ) ( 3,385 ) Settlement of contingent purchase price liabilities 9,081 7,859 Change in fair value of contingencies 17 497 Change in net present value of contingencies ( 770 ) ( 343 ) Ending balance – June 30 $ ( 66,187 ) $ ( 27,461 ) Contingent purchase price liabilities result from our business acquisitions and are recorded at fair value at the time of acquisition and are presented as “Contingent purchase price liabilities — current” and “Contingent purchase price liabilities — non-current” in the accompanying Condensed Consolidated Balance Sheets. We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Fair value measurements characterized within Level 3 of the fair value hierarchy are measured based on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value. We probability weight risk-adjusted estimates of future performance of acquired businesses, then calculate the contingent purchase price based on the estimates and discount them to present value representing management’s best estimate of fair value. The fair value of the contingent purchase price liabilities is reassessed quarterly based on assumptions provided by practice group leaders and 13 business unit controllers together with our corporate finance department. Any change in the fair value estimate is recorded in the earnings of that period. Refer to Note 11, Business Combinations, for further discussion of our acquisitions and contingent purchase price liabilities. The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments, and the carrying value of bank debt approximates fair value as the interest rate on the bank debt is variable and approximates current market rates. As a result, the fair value measurement of our bank debt is considered to be Level 2. NOTE 8. OTHER COMPREHENSIVE INCOME (LOSS) The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net unrealized (loss) gain on available-for-sale securities, net of income taxes (1) $ ( 55 ) $ 632 $ ( 158 ) $ 45 Net unrealized gain (loss) on interest rate swaps, net of income taxes (2) 117 ( 1,007 ) 1,078 ( 1,660 ) Foreign currency translation ( 4 ) ( 2 ) ( 8 ) ( 14 ) Total other comprehensive income (loss) $ 58 $ ( 377 ) $ 912 $ ( 1,629 ) (1) Net of income tax benefit of $ 20 and income tax expense of $ 228 for the three months ended June 30, 2021 and 2020, respectively, and net of income tax benefit of $ 59 and income tax expense of $ 19 for the six months ended June 30, 2021 and 2020, respectively. (2) Net of income tax expense of $ 36 and income tax benefit of $ 324 for the three months ended June 30, 2021 and 2020, respectively, and net of income tax expense of $ 346 and income tax benefit of $ 534 for the six months ended June 30, 2021 and 2020, respectively. NOTE 9. EMPLOYEE STOCK PLANS The 2019 Stock Omnibus Incentive Plan (the “2019 Plan”), which expires in 2029, permits the grant of various forms of stock-based awards. The terms and vesting schedules for the stock-based awards vary by type and date of grant. A maximum of 3.1 million stock options, restricted stock or other stock-based compensation awards may be granted. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. Refer to the Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion on the 2019 Plan. Compensation expense for stock-based awards recognized during the three and six months ended June 30, 2021 and 2020 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options $ 232 $ 367 $ 533 $ 788 Restricted stock units and awards 1,445 1,324 2,826 2,495 Performance share units 922 566 2,095 997 Total stock-based compensation expense $ 2,599 $ 2,257 $ 5,454 $ 4,280 Stock Options and Restricted Stock Units and Awards – The following table presents our stock options and restricted stock units and awards activity during the six months ended June 30, 2021 (in thousands, except per share data): 14 Stock Options Restricted Stock Units and Awards Number of Options Weighted Average Exercise Price Per Share Number of Shares Weighted Average Grant-Date Fair Value (1) Outstanding at beginning of year 1,820 $ 15.02 461 $ 21.03 Granted — $ — 174 $ 28.62 Exercised or released ( 493 ) $ 11.05 ( 246 ) $ 20.00 Expired or canceled — $ — — $ — Outstanding at June 30, 2021 1,327 $ 16.50 389 $ 25.07 Exercisable at June 30, 2021 1,179 $ 16.13 (1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients. Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on an earnings per share target (weighted 70 %) and total growth in revenue (weighted 30 %). The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200 % of the number of PSUs initially granted. The following table presents our PSU award activity during the six months ended June 30, 2021 (in thousands, except per share data): Performance Share Units Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 307 $ 22.18 Granted 140 $ 27.56 Vested — $ — Adjustments for performance results — $ — Canceled — $ — Outstanding at June 30, 2021 447 $ 23.86 (1) Represents weighted average market value of the performance share units; PSUs are granted at no cost to the recipients. 15 NOTE 10. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share data). Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Income from continuing operations $ 8,613 $ 21,479 $ 58,829 $ 58,341 Denominator: Basic Weighted average common shares outstanding 52,874 54,142 53,119 54,356 Diluted Stock options (1) 676 760 733 869 Restricted stock awards (1) 182 146 220 222 Contingent shares (2) 37 68 37 68 Diluted weighted average common shares outstanding (3) 53,769 55,116 54,109 55,515 Basic earnings per share from continuing operations $ 0.16 $ 0.40 $ 1.11 $ 1.07 Diluted earnings per share from continuing operations $ 0.16 $ 0.39 $ 1.09 $ 1.05 (1) A total of 5 thousand stock-based awards were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2021. We didn't exclude any stock-based awards from the calculation of diluted earnings per share for the three months ended June 30, 2021, as their effect was dilutive. A total of 400 thousand and 400 thousand stock-based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2020, respectively, as their effect would be anti-dilutive. (2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met. Refer to Note 11, Business Combinations, for further details. (3) The denominator used in calculating diluted earnings per share did not include 447 thousand performance share units for both the three and six months ended June 30, 2021, and the denominator used in calculating diluted earnings per share did not include 324 thousand performance share units for both the three and six months ended June 30, 2020. The performance conditions associated with these performance share units were not met and consequently none of these performance share units were considered as issuable for the three and six months ended June 30, 2021 and 2020. NOTE 11. BUSINESS COMBINATIONS Business Combinations During the six months ended June 30, 2021, we completed the following acquisitions: • Effective January 1, 2021, we acquired substantially all the assets of Middle Market Advisory Group (“MMA”). MMA, based in Englewood, Colorado, is a provider of tax compliance and consulting services to middle market companies and family groups in the real estate, automotive, technology and SAAS, construction, and manufacturing industries. Operating results are reported in the Financial Services practice group. • Effective April 1, 2021, we acquired substantially all the assets of Wright Retirement Services, LLC ("Wright"). Wright, located in Valdosta, Georgia, specializes in third party administration services for retirement plan sponsors. Operating results are reported in the Benefits and Insurance practice group. 16 • Effective May 1, 2021, we acquired substantially all of the non-attest assets of Bernston Porter & Company, PLLC ("BP"). BP, based in Bellevue, Washington is a provider of comprehensive accounting and financial consulting services including tax, forensic, economic and valuation services and transaction services to a wide range of industries with specialities including construction, real estate, hospitality, manufacturing and technology. Operating results are reported in the Financial Services practice group. • Effective June 1, 2021, we acquired all of the issued and outstanding membership interests of Schramm Health Partners, LLC dba Optumas ("Optumas"). Optumas, based in Scottsdale, Arizona, is a provider of actuarial services to state government health care agencies to assist in the administration of Medicaid programs. Operating results are reported in the Financial Services practice group. During the six months ended June 30, 2020, we completed the following acquisitions: • Effective February 1, 2020, we acquired substantially all the assets of Alliance Insurance Services, Inc., a provider of insurance and advisory services based in Washington, DC. Operating results are reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Pension Dynamics Company, LLC, a full-service retirement and benefits plan advisor based in Pleasant Hill, California. Operating results are reported in the Benefits and Insurance Services practice group. • Effective February 1, 2020, we acquired substantially all the assets of Sunshine Systems, a payroll solutions provider based in Massachusetts. Operating results are reported in the Benefits and Insurance Services practice group. Aggregated annualized revenue is estimated to be approximately $ 41.9 million and $ 6.1 million from the aforementioned 2021 and 2020 acquisitions, respectively. Aggregated annualized income before tax is estimated to be approximately $ 6.1 million and $ 1.5 million from the aforementioned 2021 and 2020 acquisitions, respectively. Pro forma results of operations for these acquisitions have not been presented because the effects of these acquisitions were not material, either individually or in aggregate, to our total revenue, income from continuing operations, and net income for the three and six months ended June 30, 2021 and 2020, respectively. The following table summarizes the aggregated consideration and preliminary purchase price allocation for the acquisitions completed during the six months ended June 30, 2021 and 2020, respectively (in thousands): 2021 2020 Common Stock Issued (number) 122 33 Common Stock Value $ 4,060 $ 885 Cash Paid 43,104 9,443 Other Payable — 59 Recorded Contingent Consideration 20,124 4,670 Total Recorded Purchase Price $ 67,288 $ 15,057 Identifiable Intangible Assets Acquired $ 22,393 $ 3,629 Other Assets Acquired, net 5,878 270 Goodwill 39,017 11,158 Total Net Assets Acquired $ 67,288 $ 15,057 Maximum Potential Contingent Consideration $ 21,115 $ 6,202 Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. Fair value estimates were provisional for some of the 2021 acquisitions as of June 30, 2021, primarily related to the value established for certain identifiable intangible assets and contingent purchase price consideration associated with those acquisitions. 17 The following table summarizes the aggregated goodwill and intangible asset amounts resulting from those acquisitions for the six months ended June 30, 2021 and 2020, respectively (in thousands): Six Months Ended June 30, 2021 2020 Financial Services Benefit & Insurance Financial Services Benefit & Insurance Goodwill $ 37,222 $ 1,795 $ — $ 11,158 Client List 20,220 1,290 — 3,430 Other Intangibles 837 46 — 199 Total $ 58,279 $ 3,131 $ — $ 14,787 Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired. Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position. Client lists have an expected life of 10 years, and other intangibles, primarily non-compete agreements, have an expected life of 3 years. The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and continent payments made for previous business acquisitions in the three and six months ended June 30, 2021 and 2020, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net Expense (Income) $ 93 $ 530 $ 753 $ ( 154 ) Cash Settlement Paid $ 6,122 $ 3,485 $ 7,584 $ 5,886 Shares Issued (number) 16 44 53 81 Divestitures Divested operations and assets that do not qualify for the treatment as discontinued operations are recorded as “gain on sale of operations, net” in the accompanying Condensed Consolidated Statements of Comprehensive Income. During the six months ended June 30, 2021, we sold one business for $ 9.7 million in the Benefit and Insurance practice group and recorded a gain of $ 6.4 million. NOTE 12. SEGMENT DISCLOSURES Our business units have been aggregated into three practice groups: Financial Services, Benefits and Insurance Services 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 in which they operate; 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 each practice group is provided in the table below. Financial Services Benefits and Insurance Services National Practices Accounting and Tax Group Health Benefits Consulting Managed Networking and Hardware Services Government Healthcare Consulting Payroll Healthcare Consulting Financial Advisory Property and Casualty Valuation Retirement Plan Services Risk & Advisory Services Corporate and Other - Included in “Corporate and Other” are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain health care costs, 18 gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2020. Upon consolidation, 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 income (loss) from continuing operations before income tax expense (benefit) excluding those costs listed above, which are reported as “Corporate and Other”. Segment information for the three and six months ended June 30, 2021 and 2020 is presented below. We do not manage our assets on a segment basis, therefore segment assets are not presented below. The following table disaggregates our revenue by source (in thousands): Three Months Ended June 30, 2021 Financial Services Benefits & Insurance National Practices Consolidated Accounting, tax, advisory and consulting $ 186,589 — — $ 186,589 Core benefits and insurance services — 79,288 — 79,288 Non-core benefits and insurance services — 3,332 — 3,332 Managed networking, hardware services — — 6,969 6,969 National practices consulting — — 2,470 2,470 Total revenue $ 186,589 $ 82,620 $ 9,439 $ 278,648 Three Months Ended June 30, 2020 Financial Services Benefits & Insurance National Practices Consolidated Accounting, tax, advisory and consulting $ 154,083 — — $ 154,083 Core benefits and insurance services — 71,393 — 71,393 Non-core benefits and insurance services — 2,547 — 2,547 Managed networking, hardware services — — 6,581 6,581 National practices consulting — — 2,339 2,339 Total revenue $ 154,083 $ 73,940 $ 8,920 $ 236,943 Six Months Ended June 30, 2021 Financial Services Benefits & Insurance National Practices Consolidated Accounting, tax, advisory and consulting $ 390,738 — — $ 390,738 Core Benefits and Insurance Services — 163,358 — 163,358 Non-core Benefits and Insurance Services — 6,501 — 6,501 Managed networking, hardware services — — 13,864 13,864 National Practices consulting — — 4,917 4,917 Total revenue $ 390,738 $ 169,859 $ 18,781 $ 579,378 19 Six Months Ended June 30, 2020 Financial Services Benefits & Insurance National Practices Consolidated Accounting, tax, advisory and consulting $ 342,860 — — $ 342,860 Core Benefits and Insurance Services — 147,865 — 147,865 Non-core Benefits and Insurance Services — 5,687 — 5,687 Managed networking, hardware services — — 13,156 13,156 National Practices consulting — — 4,830 4,830 Total revenue $ 342,860 $ 153,552 $ 17,986 $ 514,398 Segment information for the three months ended June 30, 2021 and 2020 was as follows (in thousands): Three Months Ended June 30, 2021 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 186,589 $ 82,620 $ 9,439 $ — $ 278,648 Operating expenses 150,920 67,776 8,487 9,751 236,934 Gross margin 35,669 14,844 952 ( 9,751 ) 41,714 Corporate general and administrative expenses — — — 13,816 13,816 Legal settlement, net — — — 30,468 30,468 Operating income (loss) 35,669 14,844 952 ( 54,035 ) ( 2,570 ) Other income (expense): Interest expense — — — ( 959 ) ( 959 ) Gain on sale of operations, net — 6,385 — — 6,385 Other income, net 194 698 — 7,481 8,373 Total other income, net 194 7,083 — 6,522 13,799 Income (loss) from continuing operations before income tax expense $ 35,863 $ 21,927 $ 952 $ ( 47,513 ) $ 11,229 Three Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 154,083 $ 73,940 $ 8,920 $ — $ 236,943 Operating expenses 127,417 61,283 7,990 12,326 209,016 Gross margin 26,666 12,657 930 ( 12,326 ) 27,927 Corporate general and administrative expenses — — — 11,160 11,160 Operating income (loss) 26,666 12,657 930 ( 23,486 ) 16,767 Other income (expense): Interest expense — ( 9 ) — ( 2,065 ) ( 2,074 ) Gain on sale of operations, net 11 46 — — 57 Other income, net 27 130 — 13,179 13,336 Total other income, net 38 167 — 11,114 11,319 Income (loss) from continuing operations before income tax expense $ 26,704 $ 12,824 $ 930 $ ( 12,372 ) $ 28,086 Segment information for the six months ended June 30, 2021 and 2020 was as follows (in thousands): 20 Six Months Ended June 30, 2021 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 390,738 $ 169,859 $ 18,781 $ — $ 579,378 Operating expenses 292,666 134,709 17,028 16,502 460,905 Gross margin 98,072 35,150 1,753 ( 16,502 ) 118,473 Corporate general and administrative expenses — — — 28,299 28,299 Legal settlement, net — — — 30,468 30,468 Operating income (loss) 98,072 35,150 1,753 ( 75,269 ) 59,706 Other income: Interest expense — — — ( 1,836 ) ( 1,836 ) Gain on sale of operations, net — 6,385 — — 6,385 Other income, net 292 872 — 11,998 13,162 Total other income, net 292 7,257 — 10,162 17,711 Income (loss) from continuing operations before income tax expense $ 98,364 $ 42,407 $ 1,753 $ ( 65,107 ) $ 77,417 Six Months Ended June 30, 2020 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 342,860 $ 153,552 $ 17,986 $ — $ 514,398 Operating expenses 266,015 126,506 16,273 49 408,843 Gross margin 76,845 27,046 1,713 ( 49 ) 105,555 Corporate general and administrative expenses — — — 21,649 21,649 Operating income (loss) 76,845 27,046 1,713 ( 21,698 ) 83,906 Other (expense) income: Interest expense — ( 20 ) — ( 3,173 ) ( 3,193 ) Gain on sale of operations, net 51 101 — — 152 Other income (expense), net 46 226 1 ( 2,737 ) ( 2,464 ) Total other income (expense), net 97 307 1 ( 5,910 ) ( 5,505 ) Income (loss) from continuing operations before income tax expense $ 76,942 $ 27,353 $ 1,714 $ ( 27,608 ) $ 78,401 21