Unless the context otherwise requires, references in this Quarterly Report on
Form 10-Q to "we", "us", "our", "CBIZ" or the "Company" shall mean CBIZ, Inc., a
Delaware corporation, and its operating subsidiaries.

The following discussion is intended to assist in the understanding of our
financial position at June 30, 2020 and December 31, 2019, results of operations
for the three months and six months ended June 30, 2020 and 2019, and cash flows
for the six months ended June 30, 2020 and 2019, and should be read in
conjunction with the consolidated financial statements and related notes
included elsewhere in this Quarterly Report on Form 10-Q and with our Annual
Report on Form 10-K for the year ended December 31, 2019. This discussion and
analysis contains forward-looking statements and should also be read in
conjunction with the disclosures and information contained in "Forward-Looking
Statements" included elsewhere in this Quarterly Report on Form 10-Q and in
"Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q and the
Annual Report on Form 10-K for the year ended December 31, 2019.

Overview



We provide professional business services, products and solutions that help our
clients grow and succeed by better managing their finances and employees. These
services are provided to businesses of various sizes, as well as individuals,
governmental entities and not-for-profit enterprises throughout the United
States and parts of Canada. We deliver integrated services through three
practice groups: Financial Services, Benefits and Insurance Services, and
National Practices. Refer to Note 13, Segment Disclosures, to the accompanying
consolidated financial statements for a general description of services provided
by each practice group.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion of our business and strategies, as well as the external relationships and regulatory factors that currently impact our operations.



In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic as the disease spread throughout the world. As a provider of essential
services, our primary concern is protecting the health and safety of our
employees and the communities in which we operate while assuring the continuity
of our business operations to serve our clients' needs.

We announced a variety of measures to ensure the ongoing performance of our
services to our clients while taking the necessary health and safety actions
consistent with CDC guidelines starting in late February. As the COVID-19
situation evolved, these actions ultimately included bans on business travel, a
migration to remote work conditions and multi-stage plans to bring our employees
safely back to our offices. Our workforce is accustomed to remote work
conditions and is equipped to continue to serve client needs throughout this
period of time.

The widespread nature of these health related actions and the impact of these
measures on the economy will create financial distress within our small and
medium-size business client base and could cause a slowdown, write-down or
write-off in client payments to us as a result. On March 25, 2020, we borrowed
$210.0 million of the available capacity on our 2018 credit facility as a
precautionary measure to preserve flexibility during this period of disruption
and uncertainty. On May 21, 2020, we repaid $210.0 million that was borrowed
during the first quarter and as a result, at June 30, 2020, we have unrestricted
cash and cash equivalents of $9.6 million, a balance outstanding under our
credit facility of $120.0 million and available funds under credit facility of
approximately $270.4 million. We have taken a number of measures to control
costs and expenditures including suspension of share repurchase activity. The
high degree of uncertainty, coupled with the challenges of remote work
conditions, has caused a slowdown in acquisition activity as we work with
potential acquisition candidates to assess next steps. We believe that we have
ample liquidity, and we believe we are in strong financial condition at June 30,
2020; however, depending upon the severity and duration, the COVID-19 pandemic
presents potential new risks to our business, which could have a material
adverse effect on our results of operation and financial condition.

The recurring and essential nature of the majority of our business services
provides stability to our financial results, and through the second quarter of
2020, there has been no material adverse impact on our financial results. The
deferral of tax-related filing deadlines as a result of the enactment of
Coronavirus Aid, Relief, and Economic Security ("CARES") Act will cause some tax
compliance work to be delayed into third quarter. The sharp increase in
unemployment within our client base will impact volumes and demand for certain
of our services.

                                       22

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The conditions surrounding the COVID-19 pandemic remain highly uncertain. The
longer the pandemic and the governmental response remains impactful to economic
activities in the United States and globally, the higher the possibility for a
material adverse effect on our company. For this reason, we cannot reasonably
estimate with any degree of certainty the future impact the COVID-19 pandemic
may have on our results of operations, financial position, and liquidity.

Executive Summary



Revenue for the three months ended June 30, 2020 increased $1.4 million, or
0.6%, to $236.9 million from $235.5 million for the same period in 2019. The
increase was driven primarily by revenue from newly acquired operations, net of
divestitures, of $4.6 million, or 2.0%, which was offset by lower same-unit
revenue of $3.2 million, or 1.4%.

Revenue for the six months ended June 30, 2020 increased $8.9 million, or 1.8%,
to $514.4 million from $505.5 million for the same period in 2019. The increase
was driven primarily by revenue from newly acquired operations, net of
divestitures, of $9.8 million, or 1.9%, which was offset by lower same-unit
revenue of $0.9 million, or 0.1%. A detailed discussion of revenue by practice
group is included under "Operating Practice Groups."

Income from continuing operations was $21.5 million, or $0.39 per diluted share,
in the second quarter of 2020, compared to $16.6 million, or $0.30 per diluted
share, in the second quarter of 2019. For the first half of 2020, income from
continuing operations was $58.3 million, or $1.05 per diluted share, compared to
$54.2 million, or $0.97 per diluted share, for the same period in 2019. Refer to
"Results of Operations - Continuing Operations" for a detailed discussion of the
components of income from continuing operations.

Strategic Use of Capital



We completed three acquisitions during the first half of 2020. Refer to Note 11,
Business Combinations, to the accompanying consolidated financial statements for
further discussion of acquisitions.

We also have the financing flexibility and the capacity to actively repurchase
shares of our common stock. We believe that repurchasing shares of our common
stock can be a prudent use of our financial resources, and that investing in our
stock is an attractive use of capital and an efficient means to provide value to
our stockholders. We repurchased 1.2 million shares of our common stock at a
total cost of approximately $31.1 million in the first half of 2020, but
suspended further repurchase activity in mid-March as the COVID-19 pandemic
began to have a severe impact on macroeconomic conditions.

During the first quarter of 2020, the CBIZ Board of Directors authorized the
purchase of up to 5.0 million shares of our common stock under our Share
Repurchase Program (the "Share Repurchase Program"), which may be suspended or
discontinued at any time and expires on April 1, 2021. The shares may be
purchased in open market, privately negotiated or Rule 10b5-1 trading plan
purchases, which may include purchases from our employees, officers and
directors, in accordance with the Securities and Exchange Commission (the "SEC")
rules. CBIZ management will determine the timing and amount of the transactions
based on its evaluation of market conditions and other factors.

Results of Operations - Continuing Operations

Revenue

The following tables summarize total revenue for the three and six months ended June 30, 2020 and 2019 (in thousands except percentages).





                                                         Three Months Ended June 30,
                                                  % of                      % of          $           %
                                     2020         Total        2019         Total      Change       Change
Financial Services                 $ 154,083        65.0 %   $ 154,373        65.6 %   $  (290 )       (0.2 )%
Benefits and Insurance Services       73,940        31.2 %      72,127        30.6 %     1,813          2.5 %
National Practices                     8,920         3.8 %       8,998         3.8 %       (78 )       (0.9 )%
Total CBIZ                         $ 236,943       100.0 %   $ 235,498       100.0 %   $ 1,445          0.6 %


                                       23

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                                                          Six Months Ended June 30,
                                                  % of                      % of          $           %
                                     2020         Total        2019         Total      Change       Change
Financial Services                 $ 342,860        66.6 %   $ 339,517        67.1 %   $ 3,343          1.0 %
Benefits and Insurance Services      153,552        29.9 %     148,382        29.4 %     5,170          3.5 %
National Practices                    17,986         3.5 %      17,597         3.5 %       389          2.2 %
Total CBIZ                         $ 514,398       100.0 %   $ 505,496       100.0 %   $ 8,902          1.8 %



A detailed discussion of same-unit revenue by practice group is included under "Operating Practice Groups."

Non-qualified Deferred Compensation Plan



We sponsor a non-qualified deferred compensation plan, under which a CBIZ
employee's compensation deferral is held in a rabbi trust and invested
accordingly as directed by the employee. Income and expenses related to the
non-qualified deferred compensation plan are included in "Operating expenses",
"Gross margin" and "Corporate general and administrative expenses" and are
directly offset by deferred compensation gains or losses in "Other income
(expense), net" in the accompanying Consolidated Statements of Comprehensive
Income. The non-qualified deferred compensation plan has no impact on "Income
from continuing operations before income tax expense" or diluted earnings per
share from continuing operations.

Operating Expenses





                                                       Three Months Ended June 30,
                                                                           $             %
                                             2020          2019         Change         Change
                                                    (In thousands, except percentages)
Operating expenses                         $ 209,016     $ 198,149     $  10,867            5.5 %
Operating expenses % of revenue                 88.2 %        84.1 %
Operating expenses excluding deferred
compensation                               $ 196,784     $ 201,156     $  (4,372 )         (2.2 )%
Operating expenses excluding deferred
compensation % of revenue                       83.1 %        85.4 %




                                                        Six Months Ended June 30,
                                                                           $             %
                                             2020          2019         Change         Change
                                                    (In thousands, except percentages)
Operating expenses                         $ 408,843     $ 413,644     $  (4,801 )         (1.2 )%
Operating expenses % of revenue                 79.5 %        81.8 %
Operating expenses excluding deferred
compensation                               $ 411,411     $ 408,434     $   2,977            0.7 %
Operating expenses excluding deferred
compensation % of revenue                       80.0 %        80.8 %






Three months ended June 30, 2020 compared to June 30, 2019. Total operating
expenses for the second quarter of 2020 increased by $10.9 million, or 5.5%, to
$209.0 million as compared to $198.1 million in the second quarter of 2019. The
non-qualified deferred compensation increased operating expense by $12.2 million
in the second quarter of 2020 compared to a reduction of $3.0 million of expense
during the same period in 2019.



The majority of our operating expenses relate to personnel costs, which includes
(i) salaries and benefits, (ii) commissions paid to producers (iii) incentive
compensation and (iv) stock-based compensation. Excluding the impact of deferred
compensation, operating expenses decreased as compared to the same period in
2019 due to lower travel and discretionary spending of $6.8 million and other
professional fees of $1.0 million, offset by approximately $3.4 million increase
in personnel costs. Employee benefits, a component of personnel costs, decreased
by approximately $4.3 million primarily due to lower healthcare related costs.
Personnel costs are discussed in further detail under "Operating Practice
Groups."

                                       24

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Six months ended June 30, 2020 compared to June 30, 2019. Total operating
expenses for the first half of 2020 decreased by $4.8 million, or 1.2%, to
$408.8 million as compared to $413.6 million in the same period of 2019. The
non-qualified deferred compensation decreased operating expenses $2.6 million
for the first half of 2020 and increased operating expenses $5.2 million during
the same period in 2019.

Personnel costs increased $8.1 million, primarily due to the impact of
acquisitions. Employee benefits, a component of personnel costs, decreased by
approximately $3.2 million primarily due to lower healthcare related costs. The
increase in personnel cost was offset by lower travel and discretionary spending
of $7.6 million. In addition, bad debt expense increased by $1.7 million
primarily attributable to $2.2 million COVID-19 related adjustments for the
first half of 2020.

Corporate General & Administrative ("G&A") Expenses





                                                       Three Months Ended June 30,
                                                                            $             %
                                              2020          2019         Change        Change
                                                    (In thousands, except percentages)
G&A expenses                               $   11,161     $  10,566     $     595           5.6 %
G&A expenses % of revenue                         4.7 %         4.5 %
G&A expenses excluding deferred
compensation                               $    9,687     $  10,909     $  (1,222 )       (11.2 )%
G&A expenses excluding deferred
compensation % of revenue                         4.1 %         4.6 %




                                                         Six Months Ended June 30,
                                                                            $              %
                                              2020          2019          Change         Change
                                                     (In thousands, except percentages)
G&A expenses                               $   21,649     $  22,246     $     (597 )         (2.7 )%
G&A expenses % of revenue                         4.2 %         4.4 %
G&A expenses excluding deferred
compensation                               $   21,979     $  21,712     $      267            1.2 %
G&A expenses excluding deferred
compensation % of revenue                         4.3 %         4.3 %




Three months ended June 30, 2020 compared to June 30, 2019. The decrease in our
G&A expenses excluding deferred compensation is primarily due to lower personnel
costs of $0.9 million

Six months ended June 30, 2020 compared to June 30, 2019. Our G&A expenses excluding deferred compensation increased due to higher professional service fees of $0.5 million while personnel costs decreased by $0.3 million.



Other Income (Expense), Net



                                              Three Months Ended June 30,
                                                                  $            %
                                      2020          2019        Change      Change
                                          (In thousands, except percentages)
Interest expense                    $  (2,074 )   $ (1,587 )   $   (487 )      30.7 %
Gain on sale of operations, net            57           50            7        14.0 %
Other income (expense), net (1)        13,336       (3,311 )     16,647     

NM

Total other income (expense), net $ 11,319 $ (4,848 ) $ 16,167

     NM




                                               Six Months Ended June 30,
                                                                  $            %
                                      2020          2019        Change      Change
                                          (In thousands, except percentages)
Interest expense                    $  (3,193 )   $ (2,988 )   $   (205 )       6.9 %
Gain on sale of operations, net           152          547         (395 )     (72.2 )%
Other (expense) income, net (2)        (2,464 )      5,949       (8,413 )   

NM

Total other (expense) income, net $ (5,505 ) $ 3,508 $ (9,013 )

     NM




                                       25

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(1) Other income (expense), net includes a net gain of $13.7 million in the

second quarter of 2020, compared to a net loss of $3.4 million for the same


       period in 2019, associated with the value of investments held in a rabbi
       trust related to the deferred compensation plan. The adjustments to the

investments held in a rabbi trust related to the deferred compensation plan

are offset by a corresponding increase or decrease to compensation expense,

which is recorded as "Operating expenses" and "G&A expenses" in the

accompanying Consolidated Statements of Comprehensive Income. The deferred

compensation plan has no impact on "Income from continuing operations

before income tax expense" or diluted earnings per share from continuing

operations.

(2) Other (expense) income, net includes a net loss of $2.9 million during the

six months ended June 30, 2020, compared to a net gain of $5.7 million for

the same period in 2019, associated with the value of investments held in a

rabbi trust related to the deferred compensation plan. The adjustments to

the investments held in a rabbi trust related to the deferred compensation

plan are offset by a corresponding increase or decrease to compensation

expense, which is recorded as "Operating expenses" and "G&A expenses" in


       the accompanying Consolidated Statements of Comprehensive Income. The
       deferred compensation plan has no impact on "Income from continuing
       operations before income tax expense" or diluted earnings per share from
       continuing operations.


Interest Expense

Three and six months ended June 30, 2020 compared with June 30, 2019. Our
primary financing arrangement is the 2018 credit facility. For the second
quarter of 2020, our average debt balance and interest rate was $260.8 million
and 2.39%, compared to $171.7 million and 3.21% for the second quarter of 2019.
For the first half of 2020, our average debt balance and interest rate was
$203.0 million and 2.43%, compared to $161.5 million and 3.20% for the first
half of 2019. The increase in interest expense for the quarter and six months
ended June 30, 2020 as compared to the same periods in 2019 was primarily driven
by higher average debt balances. Our indebtedness is further discussed in Note
4, Debt and Financing Arrangements, to the accompanying consolidated financial
statements.

Gain on Sale of Operations, Net



Three and six months ended June 30, 2020 compared with June 30, 2019. We sold a
small book of business in the Benefits and Insurance practice group during the
first half of 2020 for a net gain of $0.1 million and $0.2 million for the three
and six months ended June 30, 2020, respectively. We sold a small accounting
firm in the Financial Services practice group during the first half of 2019 for
a net gain of $0.1 million and $0.5 million for the three and six months ended
June 30, 2019, respectively.

Other Income (Expense), Net

Three and six months ended June 30, 2020 compared with June 30, 2019. For the
second quarter of 2020, other income (expense), net, includes a net gain of
$13.7 million associated with the non-qualified deferred compensation plan as
well as a $0.5 million net increase to the fair value of our contingent purchase
price liability related to prior acquisitions. For the same period in 2019,
other income (expense), net, includes a net loss of $3.4 million associated with
the non-qualified deferred compensation plan as well as a $0.1 million net
increase to the fair value of our contingent purchase price liability related to
prior acquisitions.

For the first half of 2020, other income (expense), net, includes a net loss of
$2.9 million associated with the non-qualified deferred compensation plan as
well as a $0.2 million net decrease to the fair value of our contingent purchase
price liability related to prior acquisitions. For the same period in 2019,
other income (expense), net, includes a net gain of $5.7 million associated with
the non-qualified deferred compensation plan as well as a $0.2 million net
decrease to the fair value of our contingent purchase price liability related to
prior acquisitions.

Income Tax Expense



                               Three Months Ended June 30,
                                                    $           %
                       2020           2019       Change      Change
                           (In thousands, except percentages)
Income tax expense   $   6,607       $ 5,322     $ 1,285        24.1 %
Effective tax rate        23.5 %        24.3 %




                                Six Months Ended June 30,
                                                   $           %
                       2020          2019       Change       Change
                           (In thousands, except percentages)

Income tax expense $ 20,060 $ 18,935 $ 1,125 5.9 % Effective tax rate 25.6 % 25.9 %






                                       26

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Three and six months ended June 30, 2020 compared with June 30, 2019. Income tax
expense for the second quarter of 2020 was $6.6 million, which resulted in an
effective tax rate of 23.5%, compared to income tax expense of $5.3 million,
which resulted in an effective tax rate of 24.3%, for the second quarter of
2019.



Income tax expense for the first half of 2020 was $20.1 million, which resulted
in an effective tax rate of 25.6%, compared to income tax expense of $18.9
million, which resulted in an effective tax rate of 25.9%, for the first half of
2019.

Operating Practice Groups

We deliver our integrated services through three practice groups: Financial
Services, Benefits and Insurance Services, and National Practices. A description
of these groups' operating results and factors affecting their businesses is
provided below.

Same-unit revenue represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures. Divested operations represent operations that did not meet the criteria for treatment as discontinued operations.



Financial Services



                                 Three Months Ended June 30,
                                                      $            %
                         2020          2019         Change      Change
                              (In thousands, except percentages)
Revenue
Same-unit              $ 152,836     $ 154,373     $ (1,537 )      (1.0 )%
Acquired businesses        1,247             -        1,247
Total revenue          $ 154,083     $ 154,373     $   (290 )      (0.2 )%
Operating expenses       127,417       128,158         (741 )      (0.6 )%
Gross margin           $  26,666     $  26,215     $    451         1.7 %
Gross margin percent        17.3 %        17.0 %




                                  Six Months Ended June 30,
                                                      $           %
                         2020          2019        Change      Change
                             (In thousands, except percentages)
Revenue
Same-unit              $ 340,221     $ 339,517     $   704         0.2 %
Acquired businesses        2,639             -       2,639
Total revenue          $ 342,860     $ 339,517     $ 3,343         1.0 %
Operating expenses       266,015       262,616       3,399         1.3 %
Gross margin           $  76,845     $  76,901     $   (56 )      (0.1 )%
Gross margin percent        22.4 %        22.7 %



Three months ended June 30, 2020 compared to June 30, 2019

Revenue



The Financial Services practice group revenue during the second quarter of 2020
decreased by 0.2% to $154.1 million from $154.4 million in the second quarter of
2019, primarily reflecting lower same-unit revenue of $1.5 million, or 1.0%.
Same-unit revenue decreased $4.0 million in those units that provide project
work and consulting services while those units providing traditional accounting
and tax related services increased by $2.5 million. Acquired businesses
contributed approximately $1.2 million of incremental revenue.

We provide a range of services to affiliated CPA firms under joint referral and
administrative service agreements ("ASAs"). Fees earned under the ASAs are
recorded as revenue in the accompanying Consolidated Statements of Comprehensive
Income and were approximately $39.7 million and $41.8 million for the three
months ended June 30, 2020 and 2019, respectively.

                                       27

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Operating Expenses



Operating expenses decreased by $0.7 million, or 0.6%, during the second quarter
of 2020. Operating expense as a percentage of revenue decreased to 82.7% from
83.0% for the prior year period, primarily due to approximately $4.5 million
lower travel and discretionary spending, offset by $3.6 million higher personnel
cost driven by an increase in traditional accounting and tax related services,
of which $0.9 million was contributed by acquired businesses.

Six months ended June 30, 2020 compared to June 30, 2019

Revenue



Revenue for the first half of 2020 grew by 1.0% to $342.9 million from $339.5
million in 2019. Same-unit growth of $0.7 million, or 0.2%, was driven by units
providing traditional accounting and tax related services which increased by
$2.2 million. Same-unit revenue decreased $1.5 million in those units that
provide project work and consulting services. Acquired businesses contributed
approximately $2.6 million incremental revenue.

Fees earned under the ASAs, as described above, were $92.4 million and $92.0 million for the six months ended June 30, 2020 and 2019, respectively.

Operating Expenses



Operating expenses increased by $3.4 million, or 1.3%, for the six months ended
June 30, 2020. Operating expense as a percentage of revenue increased to 77.6%
from 77.3% for the prior year period, primarily due to higher personnel costs of
$4.8 million. The increase in personnel costs was attributable to an increase in
traditional accounting and tax related services, of which $1.9 million was
contributed by acquired businesses. Operating expenses also included higher bad
debt expense of $2.2 million as a result of COVID-19 which was offset by lower
professional services, travel and discretionary spending of $3.6 million.

Benefits and Insurance Services





                                 Three Months Ended June 30,
                                                     $            %
                         2020          2019        Change      Change
                             (In thousands, except percentages)
Revenue
Same-unit              $  70,320     $ 71,876     $ (1,556 )      (2.2 )%
Acquired businesses        3,577            -        3,577
Divested operations           43          251         (208 )
Total revenue          $  73,940     $ 72,127     $  1,813         2.5 %
Operating expenses        61,283       61,075          208         0.3 %
Gross margin           $  12,657     $ 11,052     $  1,605        14.5 %
Gross margin percent        17.1 %       15.3 %




                                  Six Months Ended June 30,
                                                      $            %
                         2020          2019         Change      Change
                              (In thousands, except percentages)
Revenue
Same-unit              $ 146,104     $ 148,131     $ (2,027 )      (1.4 )%
Acquired businesses        7,405             -        7,405
Divested operations           43           251         (208 )
Total revenue          $ 153,552     $ 148,382     $  5,170         3.5 %
Operating expenses       126,506       122,446        4,060         3.3 %
Gross margin           $  27,046     $  25,936     $  1,110         4.3 %
Gross margin percent        17.6 %        17.5 %




                                       28

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Three months ended June 30, 2020 compared to June 30, 2019

Revenue



The Benefits and Insurance Services practice group revenue during the second
quarter of 2020 increased by $1.8 million, or 2.5%, to $73.9 million compared to
$72.1 million for the same period in 2019. Acquired businesses, net of
divestures, contributed $3.4 million in incremental revenue with same-unit
revenue decreasing $1.6 million due to lower non-recurring transactional revenue
for the second quarter of 2020.

Operating Expenses



Operating expenses increased by $0.2 million, or 0.3%, during the second quarter
of 2020. Operating expense as a percentage of revenue decreased to 82.9% from
84.7% of revenue for the same period in 2019, primarily due to higher revenue.
Personnel costs increased by $2.2 million which was attributed to acquired
businesses. The increase in personnel cost was offset by a decrease of $2.0
million in other professional services, travel and discretionary spending.

Six months ended June 30, 2020 compared to June 30, 2019

Revenue



Revenue for the first half of 2020 increased by $5.2 million, or 3.5%, to $153.6
million compared to $148.4 million for the same period in 2019. The increase is
primarily due to acquired businesses, net of divestitures, contributing $7.2
million in incremental revenue for the first half of 2020, offset by a decrease
in same-unit revenue of $2.0 million, or 1.4%, caused by a decrease in
non-recurring transactional revenue as well as decrease from our core benefit
and insurance services.

Operating Expenses

Operating expenses increased by $4.1 million, or 3.3%, for the six months ended
June 30, 2020. Operating expense as a percentage of revenue decreased to 82.4%
from 82.5% of revenue for the prior year due to the same factors as discussed
above in the quarterly section. Personnel costs increased by $5.8 million with
acquisitions contributing $4.1 million to personnel costs. The increase in
personnel costs was offset by a decrease of $1.7 million in other professional
services, travel and discretionary expenses.

National Practices



                                 Three Months Ended June 30,
                                                      $           %
                         2020           2019       Change      Change
                             (In thousands, except percentages)
Same-unit revenue      $   8,920       $ 8,998     $   (78 )      (0.9 )%
Operating expenses         7,990         8,204        (214 )      (2.6 )%
Gross margin           $     930       $   794     $   136        17.1 %
Gross margin percent        10.4 %         8.8 %




                                  Six Months Ended June 30,
                                                     $            %
                         2020          2019        Change      Change
                             (In thousands, except percentages)
Same-unit revenue      $  17,986     $ 17,597     $    389         2.2 %
Operating expenses        16,273       16,204           69         0.4 %
Gross margin           $   1,713     $  1,393     $    320        23.0 %
Gross margin percent         9.5 %        7.9 %



Three and six months ended June 30, 2020 compared to June 30, 2019

Revenue and Operating Expenses



The National Practices group is primarily driven by a cost-plus contract with a
single client, which has existed since 1999. The cost-plus contract is a five
year contract with the most recent renewal through December 31, 2023. Revenues
from this single client accounted for approximately 75% of the National Practice
group's revenue. For the second quarter and first half of 2020, revenue
decreased by $0.1 million, or 0.9%, and increased $0.4 million, or 2.2%,
respectively, while operating expenses decreased $0.2 million, or 2.6%, and
increased $0.1 million, or 0.4%.

                                       29

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LIQUIDITY



Our principal sources of liquidity are cash generated from operating activities
and financing activities. Our cash flows from operating activities are driven
primarily by our operating results and changes in our working capital
requirements while our cash flows from financing activities are dependent upon
our ability to access credit or other capital. We historically maintain low cash
levels and apply any available cash to pay down the outstanding debt balance.
During the first quarter 2020, we drew $210.0 million on our existing line of
credit in response to the evolving COVID-19 pandemic and the uncertainty related
to macroeconomic conditions and financial markets. We repaid the $210.0 million
in the second quarter as we were generating sufficient cash flow to support our
working capital, ongoing operating needs and other general corporate purposes.

We historically experience a use of cash to fund working capital requirements
during the first quarter of each fiscal year. This is primarily due to the
seasonal accounting and tax services period under the Financial Services
practice group. Upon completion of the seasonal accounting and tax services
period, cash provided by operations during the remaining three quarters of the
fiscal year substantially exceeds the use of cash in the first quarter of the
fiscal year.

Accounts receivable balances increase in response to the increase in first
quarter revenue generated by the Financial Services practice group. A
significant amount of this revenue is billed and collected in subsequent
quarters. During the three and six months ended June 30, 2020, we recorded $0.2
million and $2.2 million, respectively, of additional bad debt expense due to
the impact caused by the COVID-19 pandemic. Days sales outstanding ("DSO") from
continuing operations represent accounts receivable and unbilled revenue (net of
realization adjustments) at the end of the period, divided by trailing twelve
months daily revenue. We provide DSO data because such data is commonly used as
a performance measure by analysts and investors and as a measure of our ability
to collect on receivables in a timely manner. DSO was 87 days and 90 days at
June 30, 2020 and 2019, respectively. DSO at December 31, 2019 was 75 days.

The following table presents selected cash flow information (in thousands). For
additional details, refer to the accompanying Consolidated Statements of Cash
Flows:



                                                                 Six Months Ended June 30,
                                                                 2020                2019
Net cash provided by operating activities                    $      55,523       $      19,580
Net cash provided by (used in) investing activities                 12,807             (10,879 )
Net cash used in financing activities                              (70,560 )           (42,076 )

Net decrease in cash, cash equivalents and restricted cash $ (2,230 ) $ (33,375 )






Operating Activities



Cash provided by operating activities was $55.5 million during the six months
ended June 30, 2020 primarily due to $58.3 million of net income and certain
non-cash items, such as depreciation and amortization expense, totaling $18.5
million. This cash inflow was offset by $21.3 million cash used to fund working
capital needs. Cash provided by operating activities was $19.6 million during
the six months ended June 30, 2019 primarily due to $54.1 million of net income
and certain non-cash items, such as depreciation and amortization expense,
totaling approximately $15.8 million. This cash inflow was offset by $50.1
million cash used to fund working capital needs.

Investing Activities



Cash provided by investing activities for the first half of 2020 consisted
primarily of proceeds from the sales and maturities of client fund investments
of $25.3 million and a net increase in funds held for clients of 3.1 million.
This was offset by net cash used in investing activities for business
acquisitions of $7.9 million, purchases of client fund investments of $3.4
million and capital expenditures of $5.3 million. Cash used in investing
activities for the first half of 2019 consisted primarily of $6.9 million
capital expenditures, $3.0 million net activity related to funds held for
clients and $1.3 million used for business acquisitions.

The balances in funds held for clients and client fund obligations can fluctuate
with the timing of cash receipts and the related cash payments. The nature of
these accounts is further described in Note 1, Organization and Summary of
Significant Accounting Policies, to the consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2019.

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Financing Activities



Cash used in financing activities for the first half of 2020 primarily consisted
of $50.8 million net decrease in client fund obligations, $31.1 million used to
repurchase our common stock, as well as $6.2 million in contingent consideration
payments related to prior acquisitions, partially offset by $14.5 million in net
proceeds from additional borrowings under our 2018 credit facility.

Cash used in financing activities for the first half of 2019 primarily consisted
of $34.9 million net decrease in client fund obligations, $21.7 million used to
repurchase our common stock, as well as $11.7 million in contingent
consideration payments related to prior acquisitions, partially offset by $23.5
million in net proceeds from additional borrowings under our 2018 credit
facility.

Capital Resources

2018 Credit Facility

At June 30, 2020, we had $120.0 million outstanding under the 2018 credit
facility as well as letters of credit and performance guarantees totaling $3.6
million. Available funds under the 2018 credit facility, based on the terms of
the commitment, were approximately $270.4 million at June 30, 2020. The weighted
average interest rate under the 2018 credit facility was 2.43% in the first half
of 2020, compared to 3.20% for the same period in 2019. The 2018 credit facility
allows for the allocation of funds for future strategic initiatives, including
acquisitions and the repurchase of our common stock, subject to the terms and
conditions of the 2018 credit facility.

Debt Covenant Compliance



We are required to meet certain financial covenants with respect to (i) total
leverage ratio and (ii) a minimum fixed charge coverage ratio. We are in
compliance with our covenants as of June 30, 2020. Our ability to service our
debt and to fund future strategic initiatives will depend upon our ability to
generate cash in the future.

For further discussion regarding our credit facility and debt, refer to Note 4. Debt and Financing Arrangements, to the accompanying consolidated financial statements.

Use of Capital



During the first half of 2020, we completed three acquisitions. Refer to Note
11, Business Combinations, to the accompanying consolidated financial statements
for further discussion on acquisitions. We also have the financing flexibility
and the capacity to actively repurchase shares of our common stock. We believe
that repurchasing shares of our common stock is a prudent use of our financial
resources, and that investing in our stock is an attractive use of capital and
an efficient means to provide value to our stockholders. During the first half
of 2020, we repurchased 1.2 million shares of our common stock at a total cost
of approximately $31.1 million, but suspended further repurchase activities in
mid-March as the COVID-19 pandemic began to have a severe impact on
macroeconomic conditions.

Off-Balance Sheet Arrangements



We maintain administrative service agreements with independent CPA firms (as
described more fully under "Business - Financial Services" and in Note 1. Basis
of Presentation and Significant Accounting Policies, to the consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2019), which qualify as variable interest entities. The
accompanying consolidated financial statements do not reflect the operations or
accounts of variable interest entities as the impact is not material to the
financial condition, results of operations, or cash flows of CBIZ.

We provide letters of credit to landlords (lessors) of our leased premises in
lieu of cash security deposits, which totaled $1.3 million at both June 30, 2020
and December 31, 2019. In addition, we provide license bonds to various state
agencies to meet certain licensing requirements. The amount of license bonds
outstanding at both June 30, 2020 and December 31, 2019 totaled $2.3 million.

We have various agreements under which it may be obligated to indemnify the
other party with respect to certain matters. Generally, these indemnification
clauses are included in contracts arising in the normal course of business under
which we customarily agree to hold the other party harmless against losses
arising from a breach of representations, warranties, covenants or agreements,
related to matters such as title to assets sold and certain tax matters. Payment
by us under such indemnification clauses is generally conditioned upon the other
party making a claim. Such claims are typically subject to challenge by us and
to dispute resolution procedures specified in the particular contract. Further,
our obligations under these agreements may be limited in terms of time and/or
amount and, in some instances, we may have recourse

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against third parties for certain payments made by us. It is not possible to
predict the maximum potential amount of future payments under these
indemnification agreements due to the conditional nature of our obligations and
the unique facts of each particular agreement. Historically, we have not made
any payments under these agreements that have been material individually or in
the aggregate. As of June 30, 2020, we are not aware of any material obligations
arising under indemnification agreements that would require payment.

Critical Accounting Policies



The SEC defines critical accounting policies as those that are most important to
the portrayal of a company's financial condition and results and that require
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.

Our discussion and analysis of our results of operations, financial condition
and liquidity are based upon our consolidated financial statements, which have
been prepared in accordance with U.S. generally accepted accounting principles.
The preparation of these financial statements requires us to make estimates and
judgments that affect the amounts of assets and liabilities, revenues and
expenses and disclosure of contingent assets and liabilities as of the date of
the financial statements. As more information becomes known, these estimates and
assumptions could change, which would have an impact on actual results that may
differ materially from these estimates and judgments under different
assumptions. We have not made any changes in estimates or judgments that have
had a significant effect on the reported amounts as previously disclosed in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

New Accounting Pronouncements

Refer to Note 2. New Accounting Pronouncements, to the accompanying consolidated financial statements for a discussion of recently issued accounting pronouncements.





Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
fact included in this Quarterly Report, including without limitation,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding our financial position, business strategy and plans and
objectives for future performance are forward-looking statements. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. Forward-looking statements are commonly identified
by the use of such terms and phrases as "intends", "believes", "estimates",
"expects", "projects", "anticipates", "foreseeable future", "seeks", and words
or phrases of similar import in connection with any discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, future performance or results of current and
anticipated services, sales efforts, expenses, and financial results. From time
to time, we also may provide oral or written forward-looking statements in other
materials we release to the public. Any or all of our forward-looking statements
in this Quarterly Report on Form 10-Q and in any other public statements that we
make, are subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties
include, but are not limited to, the impact of COVID-19 on the Company's
business and operations and those of our clients; the Company's ability to
adequately manage and sustain its growth; the Company's dependence on the
current trend of outsourcing business services; the Company's dependence on the
services of its CEO and other key employees; competitive pricing pressures;
general business and economic conditions; and changes in governmental regulation
and tax laws affecting the Company's insurance business or its business service
operations. Such forward-looking statements can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties. Should
one or more of these risks or assumptions materialize, or should the underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected.

Consequently, no forward-looking statement can be guaranteed. A more detailed
description of risk factors may be found in "Item 1A. Risk Factors" of this
Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year
ended December 31, 2019. Except as required by the federal securities laws, we
undertake no obligation to publicly update forward-looking statements, whether
as a result of new information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related subjects in our
filings with the SEC, such as quarterly, periodic and annual reports.

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