CBIZ's biggest risks in the FY2024 10-K
- Marcum’s acquisition dominates the section, with integration, sanctions, controls, liabilities, and expected benefits creating concentrated execution risk.
- The transaction materially increased debt, making performance, covenant compliance, and deleveraging important to CBIZ’s financial outlook.
- Technology, cybersecurity, transaction processing, healthcare regulation, and professional-services compliance remain significant operating risks.
The risks most specific to CBIZ
Our business could be adversely affected if Marcum does not perform to our expectations or we underestimate the liabilities we are assuming
CBIZ may fail to achieve Marcum’s expected performance or underestimate the liabilities assumed in the transaction.
Restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Service Agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients
Independence rules and Administrative Service Agreements restrict which audit and attest services CBIZ and affiliated CPA firms can provide.
Our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and financial condition
The $2.33 billion goodwill balance and $614.0 million of intangible assets could be impaired, causing material non-cash charges.
Recent SEC and PCAOB sanctions against Marcum may adversely impact our performance and reputation
Marcum’s $13.0 million of SEC and PCAOB sanctions, censure, and required quality-control remediation could damage CBIZ’s reputation and performance.
If we are unable to implement and maintain effective internal control over financial reporting following the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors could lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline
Combining CBIZ’s and Marcum’s different financial-reporting systems and controls could cause undetected material misstatements after the transaction.
Changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit businesses
Changes to U.S. healthcare legislation or the healthcare environment could reduce revenue and margins in CBIZ’s health-benefits businesses.
We are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses
Errors or delays processing high volumes of payroll transactions, client funds, and data could create liability for CBIZ.
We require a significant amount of cash for interest payments on our debt and to expand our business as planned
CBIZ must fund interest on approximately $1.4 billion of debt while retaining cash to expand the business.
Terms of the 2024 Credit Facilities could adversely affect our ability to run our business and/or reduce stockholder returns
Covenants in the $2.0 billion 2024 Credit Facilities could restrict borrowing, acquisitions, capital actions, and other business decisions.
Our increased leverage following the Transaction may adversely impact our business
Debt incurred for Marcum significantly increased leverage, and weaker-than-expected performance could prevent CBIZ from reducing its debt-to-EBITDA ratio.
All 32 risk factors
Headings as the filing states them, in filing order.
Other
- 01Payments on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible
- 02Our business could be adversely affected if Marcum does not perform to our expectations or we underestimate the liabilities we are assuming
- 03We are dependent on the services of our executive officers, and other key employees, the loss of any of whom may have a material adverse effect on our business, financial condition and results of operations
- 04Restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Service Agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients
- 05Our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and financial condition
- 06Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations
- 07We may fail to realize the anticipated benefits of acquisitions, or they may prove disruptive and could result in the combined business failing to meet our expectations
- 08Recent SEC and PCAOB sanctions against Marcum may adversely impact our performance and reputation
- 09If we are unable to implement and maintain effective internal control over financial reporting following the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors could lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline
- 10We may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy
- 11We will incur transaction, integration, and restructuring costs in connection with our acquisition program
- 12Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition
- 13Changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit businesses
- 14We are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses
- 15Cyberattacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business
- 16We are subject to risk as it relates to software that we license from third parties
- 17We are reliant on information processing systems and any failure or disruptions of these systems could have a material adverse effect on our business, financial condition and results of operations
- 18We could be held liable for errors and omissions
- 19The business services industry is competitive and fragmented. If we are unable to compete effectively, our business, financial condition and results of operations could be negatively impacted
- 20Given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price
- 21Rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Transaction
- 22Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs
- 23The widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations
- 24We require a significant amount of cash for interest payments on our debt and to expand our business as planned
- 25Terms of the 2024 Credit Facilities could adversely affect our ability to run our business and/or reduce stockholder returns
- 26Our failure to satisfy covenants in our debt instruments could cause a default under those instruments
- 27Our increased leverage following the Transaction may adversely impact our business
- 28We may be more sensitive to revenue fluctuations than other companies, which could result in fluctuations in the market price of our common stock
- 29The significant number of shares issuable as the stock consideration in the Transaction may adversely impact our stock price
- 30The future issuance of additional shares could adversely affect the price of our common stock
- 31There is volatility in our stock price
- 32The price of our common stock could be adversely impacted if we do not perform to expectations following the Transaction
Other CBIZ 10-Ks
- FY2025 10-K risk factors35 risks7 new4 dropped6 reworded
Marcum transaction risks now emphasize integrating separate non-attest and attest assets and identifying assumed liabilities.
Filed Feb 26, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.