CBIZ, Inc. 10-Q

Item 1. Financial Statements CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) September 30, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 1,076 $ 8,090 Restricted cash 43,104 30,362 Accounts receivable, net 476,565 380,152 Other current assets 42,902 34,895 Current assets before funds held for clients 563,647 453,499 Funds held for clients 112,148 159,186 Total current assets 675,795 612,685 Non-current assets: Property and equipment, net 55,677 57,012 Goodwill and other intangible assets, net 1,030,104 1,008,604 Assets of deferred compensation plan 165,466 143,499 Right-of-use assets, net 199,808 211,024 Other non-current assets 6,520 10,768 Total non-current assets 1,457,575 1,430,907 Total assets $ 2,133,370 $ 2,043,592 LIABILITIES Current liabilities: Accounts payable $ 87,154 $ 82,831 Income taxes payable 12,247 2,097 Accrued personnel costs 116,884 133,593 Contingent purchase price liabilities 54,644 66,287 Operating lease liabilities 38,939 36,283 Other current liabilities 30,730 30,937 Current liabilities before client fund obligations 340,598 352,028 Client fund obligations 112,319 159,893 Total current liabilities 452,917 511,921 Non-current liabilities: Bank debt 337,300 312,400 Debt issuance costs ( 1,465 ) ( 1,574 ) Total long-term debt, net 335,835 310,826 Income taxes payable 2,218 1,984 Deferred income taxes, net 33,623 29,287 Deferred compensation plan obligations 165,466 143,499 Contingent purchase price liabilities 23,358 48,659 Lease liabilities 190,055 203,905 Other non-current liabilities 1,978 1,893 Total non-current liabilities 752,533 740,053 Total liabilities 1,205,450 1,251,974 STOCKHOLDERS' EQUITY Common stock 1,379 1,374 Additional paid in capital 850,076 832,475 Retained earnings 986,845 855,084 Treasury stock ( 910,537 ) ( 899,093 ) Accumulated other comprehensive income 157 1,778 Total stockholders’ equity 927,920 791,618 Total liabilities and stockholders’ equity $ 2,133,370 $ 2,043,592 See the accompanying notes to the unaudited 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenue $ 438,884 $ 410,539 $ 1,353,193 $ 1,263,647 Operating expenses 365,971 342,148 1,108,824 1,027,146 Gross margin 72,913 68,391 244,369 236,501 Corporate general and administrative expenses 23,227 13,136 63,988 44,527 Operating income 49,686 55,255 180,381 191,974 Other (expense) income: Interest expense ( 4,968 ) ( 5,848 ) ( 15,363 ) ( 15,023 ) Gain on sale of operations, net 4,953 77 4,953 176 Other income (expense), net 1,300 ( 2,288 ) 13,207 8,245 Total other income (expense), net 1,285 ( 8,059 ) 2,797 ( 6,602 ) Income before income tax expense 50,971 47,196 183,178 185,372 Income tax expense 15,887 13,514 51,417 51,667 Net Income 35,084 33,682 131,761 133,705 Earnings per share: Basic $ 0.70 $ 0.68 $ 2.63 $ 2.67 Diluted $ 0.70 $ 0.67 $ 2.62 $ 2.64 Basic weighted average shares outstanding 50,145 49,838 50,101 50,054 Diluted weighted average shares outstanding 50,401 50,371 50,359 50,644 Comprehensive income: Net income $ 35,084 $ 33,682 $ 131,761 $ 133,705 Other comprehensive (loss) income, net of tax ( 2,497 ) 487 ( 1,621 ) 811 Comprehensive income $ 32,587 $ 34,169 $ 130,140 $ 134,516 See the accompanying notes to the unaudited 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 Income (Loss) Totals June 30, 2024 137,905 87,743 $ 1,379 $ 845,962 $ 951,761 $ ( 910,322 ) $ 2,654 $ 891,434 Net income — — — — 35,084 — — 35,084 Other comprehensive loss — — — — — — ( 2,497 ) ( 2,497 ) Indirect repurchase of shares for minimum tax withholding — 3 — — — ( 215 ) — ( 215 ) Restricted stock units and awards 6 — — — — — — — Stock-based compensation — — — 2,415 — — — 2,415 Business acquisitions 23 — — 1,699 — — — 1,699 September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920 Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income Totals June 30, 2023 137,081 87,259 $ 1,371 $ 818,693 $ 834,139 $ ( 882,088 ) $ 3,928 $ 776,043 Net income — — — — 33,682 — — 33,682 Other comprehensive income — — — — — — 487 487 Share repurchases — 176 — — — ( 9,472 ) — ( 9,472 ) Indirect repurchase of shares for minimum tax withholding — 4 — — — ( 224 ) — ( 224 ) Restricted stock units and awards 9 — 1 ( 1 ) — — — — Stock options exercised 212 — 1 4,122 — — — 4,123 Stock-based compensation — — — 3,102 — — — 3,102 Business acquisitions 54 — 1 2,798 — — — 2,799 Excise tax on share repurchases — — $ — $ 150 $ — $ ( 96 ) $ — $ 54 September 30, 2023 137,356 87,439 $ 1,374 $ 828,864 $ 867,821 $ ( 891,880 ) $ 4,415 $ 810,594 See the accompanying notes to the unaudited condensed consolidated financial statement 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 Income (Loss) Totals December 31, 2023 137,387 87,573 $ 1,374 $ 832,475 $ 855,084 $ ( 899,093 ) $ 1,778 $ 791,618 Net income — — — — 131,761 — — 131,761 Other comprehensive loss — — — — — — ( 1,621 ) ( 1,621 ) Indirect repurchase of shares for minimum tax withholding — 173 — — — ( 11,444 ) — ( 11,444 ) Restricted stock units and awards 124 — 1 ( 1 ) — — — — Performance share units 273 — 3 ( 3 ) — — — — Stock-based compensation — 7,431 — — — 7,431 Business acquisitions 150 — 1 10,174 — — — 10,175 September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920 Issued Common Shares Treasury Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income Totals December 31, 2022 136,295 86,115 $ 1,363 $ 799,147 $ 734,116 $ ( 824,778 ) $ 3,604 $ 713,452 Net income — — — — 133,705 — — 133,705 Other comprehensive income — — — — — — 811 811 Share repurchases — 1,151 — — — ( 58,000 ) — ( 58,000 ) Indirect repurchase of shares for minimum tax withholding — 173 — — — ( 8,448 ) — ( 8,448 ) Restricted stock units and awards 153 — 2 ( 2 ) — — — — Performance share units 244 — 2 ( 2 ) — — — — Stock options exercised 433 — 4 8,371 — — — 8,375 Stock-based compensation — — — 9,721 — — — 9,721 Business acquisitions 231 — 3 11,092 — — — 11,095 Excise tax on share repurchases — — $ — $ 537 $ — $ ( 654 ) $ — $ ( 117 ) September 30, 2023 137,356 87,439 $ 1,374 $ 828,864 $ 867,821 $ ( 891,880 ) $ 4,415 $ 810,594 See the accompanying notes to the unaudited condensed consolidated financial statements 6 CBIZ, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 131,761 $ 133,705 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 28,593 26,965 Gain on sale of operations, net ( 4,953 ) ( 176 ) Bad debt expense, net of recoveries 2,099 1,011 Adjustment to contingent earnout liability 6,340 2,071 Stock-based compensation expense 7,431 9,721 Deferred income taxes 4,842 6,689 Other, net 434 ( 1,156 ) Changes in assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net ( 99,967 ) ( 121,249 ) Other assets ( 7,202 ) ( 8,222 ) Accounts payable 3,032 ( 1,057 ) Income taxes payable 10,385 14,414 Accrued personnel costs ( 17,055 ) ( 12,593 ) Other liabilities 2,428 7,131 Net cash provided by operating activities 68,168 57,254 Cash flows from investing activities: Business acquisitions and purchases of client lists, net of cash acquired ( 22,930 ) ( 53,110 ) Purchases of client fund investments ( 16,100 ) ( 2,472 ) Proceeds from the sales and maturities of client fund investments 15,156 6,815 Proceeds from sales of divested operations 9,883 1,696 Change in funds held for clients 902 875 Additions to property and equipment ( 9,650 ) ( 19,035 ) Other, net ( 2,172 ) ( 11,399 ) Net cash used in investing activities ( 24,911 ) ( 76,630 ) Cash flows from financing activities: Proceeds from bank debt 818,500 975,300 Payment of bank debt ( 793,600 ) ( 846,300 ) Payment for acquisition of treasury stock — ( 57,736 ) Indirect repurchase of shares for minimum tax withholding ( 11,444 ) ( 8,448 ) Changes in client funds obligations ( 47,576 ) ( 49,557 ) Proceeds from exercise of stock options — 8,375 Payment of contingent consideration for acquisitions and client lists ( 50,861 ) ( 40,076 ) Other, net ( 241 ) — Net cash used in financing activities ( 85,222 ) ( 18,442 ) Net decrease in cash, cash equivalents and restricted cash ( 41,965 ) ( 37,818 ) Cash, cash equivalents and restricted cash at beginning of year 157,148 160,145 Cash, cash equivalents and restricted cash at end of period $ 115,183 $ 122,327 Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets: Cash and cash equivalents $ 1,076 $ 1,415 Restricted cash 43,104 38,229 Cash equivalents included in funds held for clients 71,003 82,683 Total cash, cash equivalents and restricted cash $ 115,183 $ 122,327 See the accompanying notes to the unaudited 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 CPA firm – Certified Public Accounting firm FASB – The Financial Accounting Standards Board GAAP – United States Generally Accepted Accounting Principles SOFR – Secured Overnight Financing Rate SEC – United States Securities and Exchange Commission Description of Business: CBIZ, Inc., together with all of its wholly-owned subsidiaries ("CBIZ", the "Company", "we", "us", or "our"), 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 11, Segment Disclosures. During the nine months ended September 30, 2024, we completed the acquisitions of Erickson, Brown & Kloster, LLC ("EBK") and CompuData, Inc. ("CompuData") in our Financial Services practice group and Educational & Institutional Insurance Administrator, Inc.'s EIIA Higher Education Benefit Trust ("EIIA") in our Benefits and Insurance practice group for a total aggregated purchase price of $ 40.1 million, including $ 15.2 million recorded as contingent consideration. For the nine months ended September 30, 2024, we recorded $ 21.2 million in total revenue from those acquisitions. None of the acquisitions are considered material, individually or in the aggregate. During the nine months ended September 30, 2024, we completed the sale of CBIZ KA Consulting Services, LLC, which was a component of our National Practice segment. As a result of the transaction, we recorded a gain of $ 4.95 million during the three and nine months ended September 30, 2024, respectively. The gain was recorded in "Gain on sale of operations, net" on the Consolidated Statements of Comprehensive Income. Proceeds from the sale were classified as cash provided by investing activities from continuing operations in the Consolidated Statements of Cash Flows. Basis of Consolidation: The accompanying unaudited condensed consolidated financial statements include the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries 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 unaudited 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 year ended December 31, 2023. 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, 2024. 8 Use of Estimates: The preparation of unaudited 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 year ended December 31, 2023. 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 ASU to communicate changes to the FASB ASC. We assess and review the impact of all issued ASUs. During the nine months ended September 30, 2024, we have implemented all new ASUs that are in effect and that may impact our consolidated financial statements. NOTE 3. ACCOUNTS RECEIVABLE, NET Accounts receivable, less allowance for doubtful accounts, reflects the net realizable value of receivables and approximates fair value. Unbilled revenue is 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 September 30, 2024 and December 31, 2023 was as follows (in thousands): September 30, 2024 December 31, 2023 Trade accounts receivable $ 324,580 $ 309,640 Unbilled revenue, at net realizable value 183,873 96,110 Total accounts receivable 508,453 405,750 Allowance for doubtful accounts ( 31,888 ) ( 25,598 ) Accounts receivable, net $ 476,565 $ 380,152 Changes to the allowance for doubtful accounts for the nine months ended September 30, 2024 and year ended December 31, 2023 were as follows (in thousands): September 30, 2024 December 31, 2023 Balance at beginning of period $ ( 25,598 ) $ ( 20,801 ) Provision ( 13,123 ) ( 13,681 ) Charge-offs, net of recoveries 6,833 8,884 Allowance for doubtful accounts $ ( 31,888 ) $ ( 25,598 ) 9 NOTE 4. DEBT AND FINANCING ARRANGEMENTS 2022 Credit Facility - As of September 30, 2024, our primary financing arrangement is the 2022 credit facility. The 2022 credit facility, which matures on May 4, 2027, has a borrowing capacity of $ 600 million. The balance outstanding under the 2022 credit facility was $ 337.3 million and $ 312.4 million at September 30, 2024 and December 31, 2023, respectively. The effective interest rates under the 2022 credit facility, including the impact of interest rate swaps associated with the 2022 credit facility, for the nine months ended September 30, 2024 and 2023 were as follows: Nine Months Ended September 30, 2024 2023 Weighted average rates 5.40 % 5.16 % Range of effective rates 1.93 % - 6.83 % 1.93 % - 8.00 % We had approximately $ 252.0 million of available funds under the 2022 credit facility at September 30, 2024, net of outstanding letters of credit of $ 3.2 million. Available funds under the 2022 credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2022 credit facility, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2022 credit facility. Under the 2022 credit facility, loans are charged an interest rate consisting of a base rate or term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the 2022 credit facility. The 2022 credit facility contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The 2022 credit facility also limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock. Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the 2022 credit facility and applicable law. The 2022 credit facility contains a provision that, in the event of a defined change in control, the 2022 credit facility may be terminated and all amounts outstanding may become due and payable. In addition, the 2022 credit facility contains financial covenants that require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum interest coverage ratio which may limit our ability to borrow up to the total commitment amount. As of September 30, 2024, we are in compliance with all covenants. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the 2022 credit facility. The 2022 credit facility was amended and restated on November 1, 2024 in connection with the closing of the Transaction (as defined below). Refer to Note 12, Subsequent Events, for more information. 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 did no t have a balance outstanding at September 30, 2024. On August 1, 2024, we renewed the line of credit and it will now terminate on July 31, 2025. Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Credit facilities $ 4,968 $ 5,848 $ 15,360 $ 14,986 Other — — 3 37 Total $ 4,968 $ 5,848 $ 15,363 $ 15,023 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 $ 3.2 million and $ 3.5 million at September 30, 2024 and December 31, 2023, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $ 2.2 million and $ 2.3 million at September 30, 2024 and December 31, 2023, respectively. Legal Proceedings - 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 asserted 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 claimed 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 sought damages of up to $ 177.0 million out of the $ 200.0 million transaction price. Trial was held in October 2021. The jury found in favor of CBIZ on all fraud, contract and other claims before it. On November 14, 2022, the trial court ruled in favor of CBIZ and against Zotec’s claim for statutory securities fraud. The court also ruled in favor of CBIZ on its counterclaim for indemnification under contract. The trial court conducted a hearing on December 12, 2023, to consider evidence regarding the amount of damages owed by Zotec to CBIZ on the counterclaim. On March 12, 2024, the court awarded CBIZ $ 3.1 million on its counterclaim. On April 10, 2024, Zotec filed a notice of appeal. On November 10, 2023, CBIZ was named as a defendant in a putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual claiming to be an employee of a CBIZ client whose personally identifiable information (“PII”) was compromised and stolen during a cyberattack CBIZ experienced on or about May 31, 2023. As a result of this incident, hackers were able to access and download certain files from CBIZ’s MOVEit Transfer server. The lawsuit alleges that CBIZ and Progress Software Corporation, the owner of MOVEit Transfer, failed to adequately secure and safeguard the individual’s, and similarly situated employees of CBIZ’s clients, PII from unauthorized access. The lawsuit seeks various remedies, including actual, compensatory, and punitive damages, along with injunctive relief, costs, and attorneys’ fees. On December 8, 2023, CBIZ was named as a defendant in a second putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual making similar claims and seeking similar remedies as in the first lawsuit regarding the cyberattack CBIZ experienced on or about May 31, 2023. Both cases were transferred into a multidistrict litigation, styled as In Re: MOVEit Customer Data Security Breach Litigation, pending in the United States District Court for the District of Massachusetts (the “MDL”). To date, the MDL has over 180 cases against over 100 different defendants, all with claims arising out of the cyberbreach by hackers of Progress Software Corporation’s MOVEit Transfer software. The cases in the MDL, including the cases against CBIZ, are in their earliest stages, with a stay in place until the MDL Court issues a scheduling order. Due to the early stage of litigation, the Company is not able to determine or predict the ultimate outcome of these lawsuits nor reasonably provide an estimate or range of the possible outcome or losses, if any. In addition to the items disclosed above, the Company is, from time to time, subject to claims and lawsuits arising in the ordinary course of business. We cannot predict the outcome of all such matters or estimate the possible loss, if any. Although the proceedings are subject to uncertainties in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these matters. Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the Company's commitments and contingencies. 11 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 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 unaudited Condensed Consolidated Balance Sheets. The par value of these investments totaled $ 41.0 million and $ 40.0 million at September 30, 2024 and December 31, 2023, respectively, and these investments have maturity or callable dates ranging from October 2024 through March 2027. At September 30, 2024, 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 nine months ended September 30, 2024 and the year ended December 31, 2023 (in thousands): Nine Months Ended September 30, 2024 Year Ended December 31, 2023 Fair value at beginning of period $ 39,459 $ 43,485 Purchases 16,100 14,122 Redemptions ( 500 ) ( 3,310 ) Maturities ( 14,656 ) ( 15,155 ) Change in bond premium ( 216 ) ( 1,099 ) Fair market value adjustment 612 1,416 Fair value at end of period $ 40,799 $ 39,459 In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.3 million and $ 1.0 million at September 30, 2024 and December 31, 2023, respectively. 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 2022 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, 2023 for further discussion on our interest rate swaps. The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (amounts in thousands): September 30, 2024 Notional Amount Fixed Rate Expiration Fair Value Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 916 Other current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 1,402 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 468 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 338 ) Other non-current asset Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 1,169 ) Other non-current liability 12 December 31, 2023 Notional Amount Fixed Rate Expiration Fair Value Balance Sheet Location Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 2,282 Other non-current asset Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,125 Other non-current asset Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 784 Other non-current asset Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 129 ) Other non-current liability Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 1,063 ) Other non-current liability Refer to Note 7, Fair Value Measurements, for additional disclosures regarding fair value measurements. The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (in thousands): Gain (Loss) Recognized in AOCI, net of tax Gain Reclassified from AOCI into Expense Three Months Ended September 30, Three Months Ended September 30, 2024 2023 2024 2023 Interest rate swaps $ ( 1,818 ) $ 1,163 $ 1,186 $ 1,122 Gain Recognized in AOCI, net of tax Gain Reclassified from AOCI into Expense Nine Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Interest rate swaps $ 623 $ 2,635 $ 3,551 $ 3,092 13 NOTE 7. FAIR VALUE MEASUREMENTS The following table summarizes our assets and (liabilities) at September 30, 2024 and December 31, 2023, 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 September 30, 2024 December 31, 2023 Assets of deferred compensation plan 1 $ 165,466 $ 143,499 Available-for-sale debt securities 1 40,799 39,459 Other depository assets 1 346 1,031 Deferred compensation plan obligations 1 ( 165,466 ) ( 143,499 ) Interest rate swaps 2 1,279 3,999 Bank debt 2 ( 335,835 ) ( 310,826 ) Contingent purchase price liabilities 3 ( 78,002 ) ( 114,946 ) During the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024 and 2023 (pre-tax basis, in thousands): 2024 2023 Beginning balance – December 31 $ ( 114,946 ) $ ( 132,010 ) Additions from business acquisitions ( 15,184 ) ( 32,142 ) Contingent purchase price liabilities assumed ( 5,231 ) — Settlement of contingent purchase price liabilities 58,468 46,209 Change in fair value of contingencies 516 58 Change in net present value of contingencies ( 1,625 ) ( 2,129 ) Ending balance – September 30 $ ( 78,002 ) $ ( 120,014 ) During the three months ended September 30, 2024, we assumed $ 5.3 million in outstanding contingent purchase price liabilities from CBIZ CPAs P.C., a national independent Certified Public Accounting firm with which we have an existing Administrative Service Agreement. As a result, we recorded $ 5.2 million additional expense for the three and nine months ended September 30, 2024, respectively. The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and nine months ended September 30, 2024 and 2023, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net expense $ 5,702 $ 626 $ 6,340 $ 2,071 Cash settlement paid $ 9,840 $ 10,103 $ 50,695 $ 39,910 Shares issued (number) 23 54 117 129 Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the fair value measurements and classification of our financial assets and liabilities. 14 NOTE 8. OTHER COMPREHENSIVE INCOME The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net unrealized gain on available-for-sale securities, net of taxes (1) $ 215 $ 172 $ 438 $ 510 Net unrealized (loss) gain on interest rate swaps, net of taxes (2) ( 2,709 ) 321 ( 2,041 ) 316 Foreign currency translation ( 3 ) ( 6 ) ( 18 ) ( 15 ) Total other comprehensive (loss) income $ ( 2,497 ) $ 487 $ ( 1,621 ) $ 811 (1) Net of income tax expense of $ 85 and $ 68 for the three months ended September 30, 2024 and 2023, respectively. Net of income tax expense of $ 174 and $ 203 for the nine months ended September 30, 2024 and 2023, respectively. (2) Net of income tax benefit of $ 903 and income tax expense of $ 108 for the three months ended September 30, 2024 and 2023, respectively. Net of income tax benefit of $ 680 and income tax expense of $ 94 for the nine months ended September 30, 2024 and 2023, respectively. NOTE 9. EMPLOYEE STOCK PLANS On May 10, 2023, the shareholders of the Company approved an amendment to the 2019 Stock Omnibus Incentive Plan (the “2019 Plan”). The amendment added 1.5 million shares to the total number of shares that may be issued under the 2019 Plan. All other aspects of the 2019 Plan remain unchanged. The 2019 Plan, which expires in 2029, permits the grant of various forms of stock-based awards. A maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards may be granted. The terms and vesting schedules for the stock-based awards vary by type and date of grant. 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, 2023 for further discussion on the 2019 Plan. Compensation expense for stock-based awards recognized during the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock options $ — $ — $ — $ 768 Restricted stock units and awards 1,291 1,452 4,194 4,066 Performance share units 1,124 1,650 3,237 4,887 Total stock-based compensation expense $ 2,415 $ 3,102 $ 7,431 $ 9,721 Stock Options and Restricted Stock Units and Awards – The Company did not grant any stock options during the nine months ended September 30, 2024. 15 The following table presents our restricted stock units and awards activity during the nine months ended September 30, 2024 (in thousands, except per share data): 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 150 $ 35.22 223 $ 41.19 Granted — $ — 96 $ 67.71 Exercised or released — $ — ( 129 ) $ 38.49 Expired or canceled — $ — ( 3 ) $ 38.52 Outstanding at September 30, 2024 150 $ 35.22 187 $ 56.69 Exercisable at September 30, 2024 150 $ 35.22 187 $ 56.69 (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 PSUs activity during the nine months ended September 30, 2024 (in thousands, except per share data): Performance Share Units Weighted Average Grant-Date Fair Value Per Unit (1) Outstanding at beginning of year 464 $ 33.84 Granted 70 $ 66.07 Vested ( 273 ) $ 27.51 Canceled ( 7 ) $ 39.09 Outstanding at September 30, 2024 254 $ 49.42 (1) Represents weighted average market value of the PSUs; PSUs are granted at no cost to the recipients. 16 NOTE 10. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net Income $ 35,084 $ 33,682 $ 131,761 $ 133,705 Denominator: Basic Weighted average common shares outstanding 50,145 49,838 50,101 50,054 Diluted Stock options (1) 77 148 77 206 Restricted stock units and awards (1) 74 96 76 95 Performance share units 96 277 96 277 Contingent shares (2) 9 12 9 12 Diluted weighted average common shares outstanding (3) 50,401 50,371 50,359 50,644 Basic earnings per share $ 0.70 $ 0.68 $ 2.63 $ 2.67 Diluted earnings per share $ 0.70 $ 0.67 $ 2.62 $ 2.64 (1) A total of 8 thousand and 49 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and nine months ended September 30, 2024, respectively, as their effect would be anti-dilutive. A total of 60 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2023, as their effect would be anti-dilutive. No stock-based awards were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2023 , as their effect was 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. (3) The denominator used in calculating diluted earnings per share did not include 158 thousand PSUs for both the three and nine months ended September 30, 2024. T he denominator used in calculating diluted earnings per share did not include 187 thousand PSUs for both the three and nine months ended September 30, 2023.The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and nine months ended September 30, 2024 and 2023. 17 NOTE 11. 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 Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management Healthcare Consulting Valuation Property and Casualty Insurance Risk and Advisory Services Retirement and Investment Services Government Healthcare Consulting 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, 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, 2023. 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) before income tax expense (benefit) excluding those costs listed above, which are reported in “Corporate and Other”. Segment information for the three and nine months ended September 30, 2024 and 2023 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 September 30, 2024 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 322,295 $ — $ — $ 322,295 Core benefits and insurance services — 99,950 — 99,950 Non-core benefits and insurance services — 4,090 — 4,090 Managed networking, hardware services — — 10,336 10,336 National practices consulting — — 2,213 2,213 Total revenue $ 322,295 $ 104,040 $ 12,549 $ 438,884 Three Months Ended September 30, 2023 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 298,372 — — $ 298,372 Core benefits and insurance services — 95,951 — 95,951 Non-core benefits and insurance services — 4,336 — 4,336 Managed networking, hardware services — — 9,205 9,205 National practices consulting — — 2,675 2,675 Total revenue $ 298,372 $ 100,287 $ 11,880 $ 410,539 18 Nine Months Ended September 30, 2024 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 1,004,158 — — $ 1,004,158 Core benefits and insurance services — 298,688 — 298,688 Non-core benefits and insurance services — 11,179 — 11,179 Managed networking, hardware services — — 30,774 30,774 National practices consulting — — 8,394 8,394 Total revenue $ 1,004,158 $ 309,867 $ 39,168 $ 1,353,193 Nine Months Ended September 30, 2023 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 932,388 — — $ 932,388 Core benefits and insurance services — 283,599 — 283,599 Non-core benefits and insurance services — 12,580 — 12,580 Managed networking, hardware services — — 27,226 27,226 National practices consulting — — 7,854 7,854 Total revenue $ 932,388 $ 296,179 $ 35,080 $ 1,263,647 Segment information for the three months ended September 30, 2024 and 2023 was as follows (in thousands): Three Months Ended September 30, 2024 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 322,295 $ 104,040 $ 12,549 $ — $ 438,884 Operating expenses 260,639 82,965 11,101 11,266 365,971 Gross margin 61,656 21,075 1,448 ( 11,266 ) 72,913 Corporate general and administrative expenses — — — 23,227 23,227 Operating income (loss) 61,656 21,075 1,448 ( 34,493 ) 49,686 Other income (expense): Interest expense — ( 3 ) — ( 4,965 ) ( 4,968 ) Gain on sale of operations, net — — 4,953 — 4,953 Other income, net 15 5 — 1,280 1,300 Total other income (expense), net 15 2 4,953 ( 3,685 ) 1,285 Income (loss) before income tax expense $ 61,671 $ 21,077 $ 6,401 $ ( 38,178 ) $ 50,971 19 Three Months Ended September 30, 2023 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 298,372 $ 100,287 $ 11,880 $ — $ 410,539 Operating expenses 249,680 79,636 10,667 2,165 342,148 Gross margin 48,692 20,651 1,213 ( 2,165 ) 68,391 Corporate general and administrative expenses — — — 13,136 13,136 Operating income (loss) 48,692 20,651 1,213 ( 15,301 ) 55,255 Other income (expense): Interest expense — — — ( 5,848 ) ( 5,848 ) Gain on sale of operations, net 77 — — — 77 Other income, net 1,497 267 — ( 4,052 ) ( 2,288 ) Total other income (loss), net 1,574 267 — ( 9,900 ) ( 8,059 ) Income (loss) before income tax expense $ 50,266 $ 20,918 $ 1,213 $ ( 25,201 ) $ 47,196 Segment information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands): Nine Months Ended September 30, 2024 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 1,004,158 $ 309,867 $ 39,168 $ — $ 1,353,193 Operating expenses 789,009 249,845 35,062 34,908 1,108,824 Gross margin 215,149 60,022 4,106 ( 34,908 ) 244,369 Corporate general and administrative expenses — — — 63,988 63,988 Operating income (loss) 215,149 60,022 4,106 ( 98,896 ) 180,381 Other income (expense): Interest expense — ( 3 ) — ( 15,360 ) ( 15,363 ) Gain on sale of operations, net — — 4,953 — 4,953 Other income, net 229 92 ( 4 ) 12,890 13,207 Total other income (expense), net 229 89 4,949 ( 2,470 ) 2,797 Income (loss) before income tax expense $ 215,378 $ 60,111 $ 9,055 $ ( 101,366 ) $ 183,178 20 Nine Months Ended September 30, 2023 Financial Services Benefits and Insurance Services National Practices Corporate and Other Total Revenue $ 932,388 $ 296,179 $ 35,080 $ — $ 1,263,647 Operating expenses 737,568 234,933 31,795 22,850 1,027,146 Gross margin 194,820 61,246 3,285 ( 22,850 ) 236,501 Corporate general and administrative expenses — — — 44,527 44,527 Operating income (loss) 194,820 61,246 3,285 ( 67,377 ) 191,974 Other income (expense): Interest expense — ( 1 ) — ( 15,022 ) ( 15,023 ) Gain on sale of operations, net 176 — — — 176 Other income, net 1,987 597 1 5,660 8,245 Total other income (expense), net 2,163 596 1 ( 9,362 ) ( 6,602 ) Income (loss) before income tax expense $ 196,983 $ 61,842 $ 3,286 $ ( 76,739 ) $ 185,372 NOTE 12. SUBSEQUENT EVENTS Business Combinations: As previously disclosed, on July 30, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company (the “Owner Representative”). Under the terms of the Merger Agreement, at the closing, Merger Sub merged with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”). Prior to the closing of the Merger, Marcum contributed substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG assumed certain Marcum liabilities. In a separate transaction, CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement, purchased from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions ("Attest Purchase"). The Merger and the transactions contemplated by the Merger Agreement are referred to herein as the “Transaction.” On November 1, 2024, the Transaction was completed. At closing, we paid $ 637.6 million in cash as consideration to Marcum partners (including escrowed amounts) and an additional $ 425.5 million in cash to satisfy certain obligations of Marcum and for certain other specified closing payments as provided by the Merger Agreement. The cash portion of the purchase price paid to Marcum partners is subject to customary post-closing adjustments and escrow arrangements. In addition to the cash consideration, we will issue a total of 14,260,645 shares of our common stock (the “Shares”) to Marcum partners. The Shares will be delivered as follows: (i) 713,032 Shares will be subject to continued service requirements and, subject to satisfaction of those requirements, be delivered on the fourth anniversary of the closing; (ii) 2,852,129 Shares will be delivered on January 2, 2025; and (iii) the remaining 10,695,484 Shares will be delivered in 36 monthly installments commencing on January 2, 2025. We have yet to finalize the purchase price allocation for the Transaction, and are in the process of evaluating the effect that the Transaction will have on our consolidated financial statements. 21 Amended and Restated Credit Facilities On November 1, 2024, the Company and CBIZ Operations, Inc., a wholly owned subsidiary of the Company, as the borrower (“CBIZ Operations”), Bank of America, N.A., as administrative agent, and the other financial institutions party thereto entered into an amended and restated credit agreement (the “2024 Credit Facilities”) providing for $ 2.0 billion in senior secured credit facilities, consisting of a $ 1.4 billion term loan (the “Term Loan”) and $ 600.0 million revolving credit facility (the “Revolving Credit Facility”). The 2024 Credit Facilities amend and restate the 2022 credit facility. The proceeds of the Term Loan were used to pay the cash consideration and make certain other payments in connection with the closing of the Transaction and to repay outstanding amounts under the 2022 credit facility. The 2024 Credit Facilities mature on November 1, 2029. The Term Loan provides for scheduled annual principal amortization payments of 5 % in the first two years following closing, 7.5 % annually in the third and fourth year following closing and 10 % in the fifth year following closing, with the balance due at maturity. The commitments under the 2024 Credit Facilities may be increased in the form of incremental term facilities and/or increased commitments under the Revolving Credit Facility in an aggregate principal amount of up to the sum of (a) the greater of (i) $ 465.0 million and (ii) 100 % of EBITDA, plus (b) an unlimited amount, so long as Total Net Leverage Ratio (“TNLR”) is no more than the lesser of 3.50 to 1.00 and TNLR at the closing after giving pro forma effect to the Transaction. The Company may elect an interest rate for the Term Loan and the Revolving Credit Facility based on the Base Rate or Term SOFR, plus an applicable spread. The Base Rate option is the highest of: (i) the Bank of America prime rate; (ii) the federal funds rate plus 0.50 % ; or (iii) Term SOFR plus 1.0 % . Term SOFR is the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (or a successor administrator of such rate) plus a 0.10 % SOFR Adjustment. The applicable spreads under the 2024 Credit Facilities will be 0.375 % to 1.50 % and 1.375 % to 2.50 % above the Base Rate and Term SOFR, respectively. The 2024 Credit Facilities include a financial covenant requiring that TNLR not exceed 5.00 to 1.00 initially, stepping down in increments to 3.75 to 1.00 during and after the seventh fiscal quarter after the closing (with a limited ability to temporarily increase in connection with material acquisitions commencing in the sixth fiscal quarter after the closing). The 2024 Credit Facilities also require a Minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00 and affirmative and negative covenants that are in each case generally similar to those contained in the 2022 credit facility, but with increases to certain baskets and caps and certain other exceptions. The 2024 Credit Facilities are guaranteed by the Company and each of its domestic subsidiaries, subject to certain exceptions (the “Guarantors”), and are secured by substantially all assets of the Company, CBIZ Operations and the other Guarantors. As of November 1, 2024, t he balance outstanding under the 2024 Credit Facilities was $ 1,465.5 million .