FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2009
CBIZ, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32961
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22-2769024 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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6050 Oak Tree Boulevard, South, Suite 500 |
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Cleveland, Ohio
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44131 |
(Address of principal executive offices)
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(Zip Code) |
216-447-9000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 12, 2009, CBIZ, Inc. (the Company) issued a press release announcing its financial
results for the fourth quarter and year ended December 31, 2008. A copy of the press release is
furnished herewith as Exhibit 99.1. A transcript of CBIZs earnings conference call held on
February 12, 2009 is furnished herewith as Exhibit 99.2. The exhibits contain, and may implicate,
forward-looking statements regarding the Company and include cautionary statements identifying
important factors that could cause actual results to differ materially from those anticipated.
In connection with the 2009 adoption of FSP APB 14-1, the Company commented that they would begin
to provide Cash EPS to assist with the year-over-year comparison of operating results. The
Company stated that diluted Cash EPS from continuing operations for the year ended December 31,
2008 was $0.87. A reconciliation of GAAP EPS to Cash EPS is provided in the table below (in
thousands, except per share data):
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GAAP income from continuing operations |
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$ |
33,344 |
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Depreciation and amortization |
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15,111 |
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Stock-based compensation |
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3,740 |
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Non-cash asset impairment charges |
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2,251 |
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Amortization of debt issuance costs and other
non-cash items |
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795 |
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Cash earnings from continuing operations |
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55,241 |
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Non-recurring gain on sale of investment,
net of tax |
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(501 |
) |
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Cash earnings excluding non-recurring gain |
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$ |
54,740 |
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Diluted weighted average common shares
outstanding |
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62,572 |
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GAAP earnings per diluted share continuing
operations |
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$ |
0.53 |
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Cash earnings per diluted share continuing
operations, excluding non-recurring gain |
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$ |
0.87 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release of CBIZ, Inc. dated February 12, 2009, announcing its financial
results for the fourth quarter and year ended December 31, 2008. |
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99.2
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Transcript of earnings conference call held on February 12, 2009, discussing
CBIZs financial results for the fourth quarter and year ended December 31, 2008. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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February 18, 2009 |
CBIZ, INC.
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By: |
/s/ Ware H. Grove
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Name: |
Ware H. Grove |
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Title: |
Chief Financial Officer |
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EX-99.1
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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CONTACT:
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Ware Grove |
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Chief Financial Officer |
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-or- |
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Lori Novickis |
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Director, Corporate Relations |
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CBIZ, Inc. |
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Cleveland, Ohio |
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(216) 447-9000 |
CBIZ REPORTS FOURTH-QUARTER AND FULL-YEAR 2008 RESULTS
Full-Year Revenue Grows 10%
Excluding Non-Recurring Gains, EPS from Continuing Operations Grows 23%
Cleveland, Ohio (February 12, 2009) CBIZ, Inc. (NYSE: CBZ) today announced
fourth-quarter and full-year results for the year ended December 31, 2008.
CBIZ reported revenue of $163.6 million for the fourth quarter ended December 31,
2008, an increase of 5.7% over the $154.8 million reported for the fourth quarter of
2007. Same-unit revenue for the quarter increased by 3.9% and newly acquired
businesses, net of divestitures, contributed $2.8 million to revenue growth. Net
income from continuing operations was $3.8 million, or $0.06 per diluted share for the
fourth quarter 2008. The Company reported net income from continuing operations of
$8.0 million or $0.12 per diluted share for the fourth quarter of 2007, which includes
a non-recurring gain of $4.6 million or $0.07 per diluted share related to the sale of
a long-term investment.
For the year ended December 31, 2008, CBIZ reported revenue of $704.3 million, an
increase of 10.0% over the $640.3 million reported for 2007. Same-unit revenue for the
year increased by 5.1% and newly acquired businesses, net of divestitures, contributed
$31.5 million to revenue growth. Net income from continuing operations for 2008 was
$33.3 million, or $0.53 per diluted share, compared with $33.1 million, or $0.50 per
diluted share for 2007. Excluding the impact of the long-term investment that was sold
in the fourth quarter of 2007, net income from continuing operations was $32.9 million
or $0.53 per diluted share for 2008 compared to $28.5 million or $0.43 per diluted
share for 2007.
During 2008, CBIZ purchased a total of 4.8 million shares of its common stock at a
total cost of $41.1 million, including 427 thousand shares in the fourth quarter. The
Company has had a 10(b) 5-1 plan in place and has purchased an additional 610 thousand
shares since December 31, 2008.
During the fourth quarter of 2008, the Company announced that it completed two
acquisitions which will create a significant presence in the New York and Boston
markets for its Financial Services business segment. The Company also previously
announced that it increased its bank credit facility from $150.0
million, to $214.0 million during the fourth quarter of 2008. The bank credit
facility, which expires in November 2012, carried an outstanding balance of $125.0
million at December 31, 2008.
Steven Gerard, CBIZ Chairman and Chief Executive Officer stated, This represents the
seventh consecutive year that CBIZ has been able to record annual growth in earnings
per share from continuing operations in excess of 20%, excluding the non-recurring
gain we previously announced. The additions of Mahoney Cohen in New York and Tofias
in Boston, along with the other acquisitions we announced during 2008, provide us an
even stronger geographical presence enabling us to better grow and serve our clients.
We continue to maintain a very strong balance sheet and strong and growing cash flow
with the capital available to continue our accretive acquisition and share repurchase
programs.
As we enter 2009, CBIZ continues to carefully manage expenses and properly position
our Company for whatever economic environment may exist. The strength of CBIZ
continues to be the quality of our professional staff, our ability to serve a large
and diverse client base with recurring services, and to retain our client
relationships over a long period of time, concluded Mr. Gerard.
Outlook for 2009
In 2009, CBIZ expects to grow revenue a minimum of 10% to 15%, and expects to improve
earnings per share from continuing operations within a range of 10% to 15% over the
$0.53 per diluted share reported for 2008, excluding the impact of APB 14-1. Cash
flow is expected to remain strong, and CBIZ expects EBITDA of approximately $95.0
million in 2009.
In 2009, CBIZ will implement APB 14-1, which will impact the reporting of interest
expense on its $100 million Subordinated Convertible Notes. This will result in a
non-cash charge that is expected to increase reported interest expense by
approximately $3.8 million, or $0.04 per diluted share. Upon implementation of APB
14-1, CBIZ will also restate 2008 and prior years results to include additional
interest expense. The impact in 2008 is expected to be approximately $3.5 million, or
$0.04 per diluted share.
CBIZ will host a conference call later this morning to discuss its results. The call
will be webcast in a listen-only mode over the Internet for the media and the public,
and can be accessed at www.cbiz.com. Shareholders and analysts wishing to participate
in the conference call may dial 1-800-640-9765 several minutes before 11:00 a.m. (ET).
If you are dialing from outside the United States, dial 1-847-413-4837. A replay of
the call will be available starting at 1:00 p.m. (ET) February 12 through midnight
(ET), February 20, 2009. The dial-in number for the replay is 1-877-213-9653. If you
are listening from outside the United States, dial 1-630-652-3041. The access code
for the replay is 23750241. A replay of the webcast will also be available on the
Companys web site at www.cbiz.com.
CBIZ, Inc. provides professional business services that help clients better manage
their finances, employees and technology. As the largest benefits specialist, one of
the largest accounting, valuation and medical practice management companies in the
United States, CBIZ provides its clients with financial services which include
accounting and tax, internal audit, merger and acquisition advisory, and valuation.
Employee services include group benefits, property and casualty insurance, payroll, HR
consulting and wealth management. CBIZ also provides information technology, hardware
and software solutions, healthcare consulting and medical practice management. These
services are provided through more than 140 Company offices in 36 states.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
Page 2 of 6
uncertainties that could cause actual results to differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the Companys ability to adequately
manage its growth; the Companys dependence on the current trend of outsourcing
business services; the Companys 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 its insurance business or its
business services operations. A more detailed description of such risks and
uncertainties may be found in the Companys filings with the Securities and Exchange
Commission.
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
Page 3 of 6
CBIZ, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007
(In thousands, except percentages and per share data)
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THREE MONTHS ENDED |
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DECEMBER 31, |
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2008 |
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% |
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2007 (1) |
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% |
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Revenue |
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$ |
163,550 |
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100.0 |
% |
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$ |
154,779 |
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100.0 |
% |
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Operating expenses |
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146,171 |
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89.4 |
% |
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141,454 |
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91.4 |
% |
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Gross margin |
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17,379 |
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10.6 |
% |
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13,325 |
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8.6 |
% |
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Corporate general and administrative expenses |
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6,378 |
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3.9 |
% |
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6,229 |
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4.0 |
% |
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Operating income |
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11,001 |
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6.7 |
% |
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7,096 |
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4.6 |
% |
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Other income (expense): |
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Interest expense . |
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(1,833 |
) |
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-1.1 |
% |
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(1,513 |
) |
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-1.0 |
% |
Gain on sale of operations, net |
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275 |
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0.2 |
% |
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19 |
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0.0 |
% |
Other income (expense), net (2) (3) |
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(3,582 |
) |
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-2.2 |
% |
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7,261 |
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4.7 |
% |
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Total other income (expense), net |
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(5,140 |
) |
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-3.1 |
% |
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5,767 |
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3.7 |
% |
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Income from continuing operations before income tax expense |
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5,861 |
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3.6 |
% |
|
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12,863 |
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8.3 |
% |
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Income tax expense |
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2,104 |
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|
4,879 |
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Income from continuing operations |
|
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3,757 |
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2.3 |
% |
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7,984 |
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5.2 |
% |
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Loss from operations of discontinued businesses, net of tax |
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(224 |
) |
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(1,053 |
) |
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Gain (loss) on disposal of discontinued businesses, net of tax |
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40 |
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(831 |
) |
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Net income |
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$ |
3,573 |
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2.2 |
% |
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$ |
6,100 |
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3.9 |
% |
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Diluted earnings (loss) per share: |
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Continuing operations |
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$ |
0.06 |
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$ |
0.12 |
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Discontinued operations |
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(0.03 |
) |
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Net income |
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$ |
0.06 |
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$ |
0.09 |
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Diluted weighted average common shares outstanding |
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61,765 |
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65,607 |
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Other data from continuing operations: |
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EBIT (4) |
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$ |
6,623 |
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$ |
7,098 |
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EBITDA (4) |
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$ |
10,388 |
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$ |
10,621 |
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Diluted earnings per share before one-time gain (5) |
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$ |
0.05 |
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$ |
0.05 |
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(1) |
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Certain amounts in the 2007 financial data have been reclassified to conform to the current
year presentation. |
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(2) |
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Includes net losses of $3,755 and $560 for the three months ended December 31, 2008 and 2007,
respectively, attributable to assets held in the Companys deferred compensation plan. These net
losses do not impact income from continuing operations before income tax expense as they are
directly offset by compensation to the Plan participants. Compensation is included in operating
expenses and corporate general and administrative expenses. |
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(3) |
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Other income (expense), net for the three months ended December 31, 2008 and 2007 includes
gains of $796 and $7,259, respectively, related to the sale of a long-term investment. Other income
(expense), net for the three months ended December 31, 2008 also includes an impairment charge of
$870 related to the Companys investment in an Auction Rate Security. |
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(4) |
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EBIT represents income from continuing operations before income taxes, interest expense, gain
on the sale of operations and gains related to the sale of a long-term investment described in Note
(3). EBITDA represents EBIT before depreciation and amortization expense of $3,765 and $3,523 for
the three months ended December 31, 2008 and 2007, respectively. The Company has included EBIT and
EBITDA data because such data is commonly used as a performance measure by analysts and investors
and as a measure of the Companys ability to service debt. EBIT and EBITDA should not be regarded
as an alternative or replacement to any measurement of performance under generally accepted
accounting principles. |
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(5) |
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Amount excludes gains related to the sale of a long-term investment described in Note (3), and
was computed by subtracting net of tax gains of $493 and $4,574 for the three months ended December
31, 2008 and 2007, respectively, from income from continuing operations and dividing by diluted
weighted average common shares outstanding for the respective period. These gains are non-recurring
and thus the Company believes this presentation is more comparable with historical operating
results. This amount should not be regarded as an alternative or replacement to any measurement of
performance under generally accepted accounting principles. |
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
Page 4 of 6
CBIZ, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
TWELVE MONTHS ENDED DECEMBER 31, 2008 AND 2007
(In thousands, except percentages and per share data)
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TWELVE MONTHS ENDED |
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DECEMBER 31, |
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2008 |
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% |
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2007 (1) |
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% |
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|
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Revenue |
|
$ |
704,263 |
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|
|
100.0 |
% |
|
$ |
640,315 |
|
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|
100.0 |
% |
|
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|
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Operating expenses |
|
|
607,573 |
|
|
|
86.3 |
% |
|
|
560,168 |
|
|
|
87.5 |
% |
|
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Gross margin |
|
|
96,690 |
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|
13.7 |
% |
|
|
80,147 |
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|
|
12.5 |
% |
|
|
|
|
|
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|
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|
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|
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Corporate general and administrative expenses |
|
|
28,691 |
|
|
|
4.0 |
% |
|
|
29,462 |
|
|
|
4.6 |
% |
|
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Operating income |
|
|
67,999 |
|
|
|
9.7 |
% |
|
|
50,685 |
|
|
|
7.9 |
% |
|
|
|
|
|
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|
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Other income (expense): |
|
|
|
|
|
|
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|
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|
|
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|
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Interest expense |
|
|
(7,242 |
) |
|
|
-1.0 |
% |
|
|
(5,763 |
) |
|
|
-0.9 |
% |
Gain on sale of operations, net |
|
|
745 |
|
|
|
0.1 |
% |
|
|
144 |
|
|
|
0.0 |
% |
Other income (expense), net (2) (3) |
|
|
(7,612 |
) |
|
|
-1.1 |
% |
|
|
10,589 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
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|
|
|
|
Total other income (expense), net |
|
|
(14,109 |
) |
|
|
-2.0 |
% |
|
|
4,970 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income tax expense |
|
|
53,890 |
|
|
|
7.7 |
% |
|
|
55,655 |
|
|
|
8.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
20,546 |
|
|
|
|
|
|
|
22,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
33,344 |
|
|
|
4.7 |
% |
|
|
33,145 |
|
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations of discontinued businesses, net of tax |
|
|
(474 |
) |
|
|
|
|
|
|
(2,187 |
) |
|
|
|
|
Gain (loss) on disposal of discontinued businesses, net of tax |
|
|
(268 |
) |
|
|
|
|
|
|
3,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
32,602 |
|
|
|
4.6 |
% |
|
$ |
34,840 |
|
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.53 |
|
|
|
|
|
|
$ |
0.50 |
|
|
|
|
|
Discontinued operations |
|
|
(0.01 |
) |
|
|
|
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.52 |
|
|
|
|
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding |
|
|
62,572 |
|
|
|
|
|
|
|
66,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT (4) |
|
$ |
59,591 |
|
|
|
|
|
|
$ |
54,015 |
|
|
|
|
|
EBITDA (4) |
|
$ |
74,702 |
|
|
|
|
|
|
$ |
67,550 |
|
|
|
|
|
Diluted earnings per share before one-time gain (5) |
|
$ |
0.53 |
|
|
|
|
|
|
$ |
0.43 |
|
|
|
|
|
|
|
|
(1) |
|
Certain amounts in the 2007 financial data have been reclassified to conform to the current
year presentation. |
|
(2) |
|
Includes a net loss of $7,572 and a net gain of $1,325 for the twelve months ended December 31,
2008 and 2007, respectively, attributable to assets held in the Companys deferred compensation
plan. These net gains and losses do not impact the Companys income from continuing operations
before income tax expense as they are directly offset by compensation to the Plan participants.
Compensation is included in operating expenses and corporate general and administrative
expenses. |
|
(3) |
|
Other income (expense), net for the twelve months ended December 31, 2008 and 2007 includes
gains of $796 and $7,259, respectively, related to the sale of a long-term investment. Other income
(expense), net for the twelve months ended December 31, 2008 also includes an impairment charge of
$2,251 related to the Companys investment in an Auction Rate Security. |
|
(4) |
|
EBIT represents income from continuing operations before income taxes, interest expense, gain
on the sale of operations and gains related to the sale of a long-term investment described in Note
(3). EBITDA represents EBIT before depreciation and amortization expense of $15,111 and $13,535 for
the twelve months ended December 31, 2008 and 2007, respectively. The Company has included EBIT and
EBITDA data because such data is commonly used as a performance measure by analysts and investors
and as a measure of the Companys ability to service debt. EBIT and EBITDA should not be regarded
as an alternative or replacement to any measurement of performance under generally accepted
accounting principles. |
|
(5) |
|
Amount excludes gains related to the sale of a long-term investment described in Note (3), and
was computed by subtracting net of tax gains of $493 and $4,574 for the twelve months ended
December 31, 2008 and 2007, respectively, from income from continuing operations and dividing by
diluted weighted average common shares outstanding for the respective period. These gains are
non-recurring and thus the Company believes this presentation is more comparable with historical
operating results. This amount should not be regarded as an alternative or replacement to any
measurement of performance under generally accepted accounting principles. |
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
Page 5 of 6
CBIZ, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2008 AND 2007
(In thousands, except percentages and ratios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
TWELVE MONTHS ENDED |
|
|
|
DECEMBER 31, |
|
|
DECEMBER 31, |
|
|
|
2008 |
|
|
2007 (1) |
|
|
2008 |
|
|
2007 (1) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services |
|
$ |
67,570 |
|
|
$ |
62,679 |
|
|
$ |
312,122 |
|
|
$ |
289,324 |
|
Employee Services |
|
|
43,358 |
|
|
|
42,495 |
|
|
|
182,433 |
|
|
|
172,711 |
|
Medical Management Professionals |
|
|
40,940 |
|
|
|
38,709 |
|
|
|
164,950 |
|
|
|
132,853 |
|
National Practices |
|
|
11,682 |
|
|
|
10,896 |
|
|
|
44,758 |
|
|
|
45,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
163,550 |
|
|
$ |
154,779 |
|
|
$ |
704,263 |
|
|
$ |
640,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services |
|
$ |
3,986 |
|
|
$ |
1,645 |
|
|
$ |
46,682 |
|
|
$ |
40,323 |
|
Employee Services |
|
|
6,608 |
|
|
|
7,457 |
|
|
|
30,961 |
|
|
|
31,878 |
|
Medical Management Professionals |
|
|
5,843 |
|
|
|
4,986 |
|
|
|
21,555 |
|
|
|
16,877 |
|
National Practices |
|
|
526 |
|
|
|
966 |
|
|
|
2,358 |
|
|
|
4,180 |
|
Operating expenses unallocated (2) |
|
|
416 |
|
|
|
(1,729 |
) |
|
|
(4,866 |
) |
|
|
(13,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
17,379 |
|
|
$ |
13,325 |
|
|
$ |
96,690 |
|
|
$ |
80,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECT BALANCE SHEET DATA AND RATIOS
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, |
|
|
DECEMBER 31, |
|
|
|
2008 (5) |
|
|
2007 (1) |
|
Cash and cash equivalents |
|
$ |
9,672 |
|
|
$ |
12,144 |
|
Restricted cash |
|
$ |
15,786 |
|
|
$ |
15,402 |
|
Accounts receivable, net |
|
$ |
130,824 |
|
|
$ |
115,333 |
|
Current assets before funds held for clients |
|
$ |
178,565 |
|
|
$ |
161,681 |
|
Funds held for clients current and non-current |
|
$ |
113,121 |
|
|
$ |
88,048 |
|
Goodwill and other intangible assets, net |
|
$ |
350,001 |
|
|
$ |
268,388 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
702,563 |
|
|
$ |
577,992 |
|
|
|
|
|
|
|
|
|
|
Current liabilities before client fund obligations |
|
$ |
90,134 |
|
|
$ |
95,605 |
|
Client fund obligations |
|
$ |
116,638 |
|
|
$ |
88,048 |
|
Convertible notes |
|
$ |
100,000 |
|
|
$ |
100,000 |
|
Bank debt |
|
$ |
125,000 |
|
|
$ |
30,000 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
467,047 |
|
|
$ |
351,546 |
|
|
|
|
|
|
|
|
|
|
Treasury stock |
|
$ |
(256,295 |
) |
|
$ |
(214,883 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
235,516 |
|
|
$ |
226,446 |
|
|
|
|
|
|
|
|
|
|
Debt to equity (3) |
|
|
95.5 |
% |
|
|
57.4 |
% |
Days sales outstanding (DSO) continuing operations (4) |
|
|
67 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
Shares outstanding |
|
|
62,472 |
|
|
|
64,637 |
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding |
|
|
61,839 |
|
|
|
65,061 |
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding |
|
|
62,572 |
|
|
|
66,356 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain amounts in the 2007 financial data have been reclassified to conform to the current
year presentation. |
|
(2) |
|
Represents operating expenses not directly allocated to individual business units, including
gains or losses attributable to assets held in the Companys deferred compensation plan, stock
based compensation, consolidation and integration charges and certain advertising expenses. |
|
(3) |
|
Ratio is convertible notes and bank debt divided by total stockholders equity. |
|
(4) |
|
DSO is provided for continuing operations and represent accounts receivable (before the
allowance for doubtful accounts) and unbilled revenue (net of realization adjustments) at the end
of the period, divided by trailing twelve month daily revenue. The calculation of DSO for the
twelve months ended December 31, 2008 excludes accounts receivable and unbilled revenue for the two
businesses that were acquired on December 31, 2008. The Company has included DSO data because such
data is commonly used as a performance measure by analysts and investors and as a measure of the
Companys ability to collect on receivables in a timely manner. DSO should not be regarded as an
alternative or replacement to any measurement of performance under generally accepted accounting
principles. |
|
(5) |
|
Balance sheet line items for 2008 may change once the closing balance sheets for the
businesses acquired on December 31, 2008 are finalized. Changes, if any, are not expected to be
significant. |
6050 Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131 Phone (216) 447-9000 Fax (216) 447-9007
Page 6 of 6
EX-99.2
EXHIBIT 99.2
CORPORATE PARTICIPANTS
Steve Gerard
CBIZ, Inc. CEO and Chairman
Jerry Grisko
CBIZ, Inc. President and COO
Ware Grove
CBIZ, Inc. SVP and CFO
CONFERENCE CALL PARTICIPANTS
Josh Vogel
Sidoti Analyst
Jim MacDonald
First Analysis Securities Analyst
Robert Kirkpatrick
Cardinal Capital Management Analyst
Bill Sutherland
Boenning & Scattergood Analyst
Vincent Colicchio
Noble Financial Analyst
PRESENTATION
Operator
Good morning ladies and gentlemen, and welcome to the CBIZ fourth-quarter and year-end 2008
results conference call. (Operator Instructions). Please note that this conference is being
recorded. I will now turn the call over to Mr. Steven Gerard. Mr. Gerard, you may begin.
Steve Gerard CBIZ, Inc. CEO and Chairman
Thank you John, and good morning everyone. Thank you for calling in to CBIZs fourth-quarter
and year-end 2008 conference call. Before I begin my comments, I would like to remind you of a few
things. As with all our conference calls, this call is intended to answer the questions of our
shareholders and analysts. If there are media representatives on the call, you are welcome to
listen in. However, I ask if you have questions, you hold them until after the call. We will be
happy to address them at that time. The call is also being webcast, and you can access the call
over our website, www.CBIZ.com.
You should have all received a copy of the press release we issued this morning. If you did not,
you can access it on our website or you can call our corporate office for a copy. Finally, please
remember that during the course of this call we may make forward-looking statements. These
statements represent managements intentions, hopes, beliefs, expectations, and predictions of the
future. Actual results can and sometimes do differ materially from those projected in the
forward-looking statements. Additional information concerning the factors that would cause actual
results to differ materially from those in the forward-looking statements is contained in our SEC
filings, Form 10-K, and press releases.
Joining me on the call this morning are Jerry Grisko, our President and Chief Operating Officer;
and Ware Grove, our Chief Financial Officer.
This morning before the opening, we were pleased to announce our fourth-quarter and full-year
results. Although 2008 was a difficult year for many companies, we were very pleased to report
strong fourth-quarter results and strong full-year results which included a 10% increase in revenue
and a 23% increase in earnings per share from continuing operations. Both were at or above our
operating plan. This now represents the seventh consecutive year we have been able to produce
revenue growth of approximately 10% and earnings per share of at least 20% increase each year.
2008 also saw us complete a new and expanded credit facility, and we completed five acquisitions in
the year including two premier financial services firms, Mahoney Cohen in New York and Florida, and
Tofias in Boston and Rhode Island. To the extent that any of our new 500 associates from those
firms are listening, I welcome you to your first CBIZ call.
I will now turn the call over to Ware Grove, our Chief Financial Officer, to walk you through the
details of 2008 and give you insight into 2009. And Ill return to talk more about 2009.
Ware Grove CBIZ, Inc. SVP and CFO
Thanks, Steve. As is my normal practice, I want to take several minutes to run through the
highlights of the numbers we released this morning for the fourth quarter and full year ended
December 31, 2008. In addition, I want to address some of the issues we face with our business plan
and our outlook for the year as we enter 2009.
Given the challenges presented in the economic environment during 2008, particularly in the second
half of 2008, we are extremely pleased to once again report another year of 10% revenue growth that
is coupled with more than 20% growth in earnings per share from continuing operations. As we have
commented on previously, results for 2007 included a one-time gain on the sale of an asset, and
this gain , which was recorded the fourth quarter of 2007, resulted in additional $0.07 earnings
per share in 2007. So remember that as we talk about results in 2008 compared with results achieved
in 2007, we have excluded the $0.07 per share impact of that one-time gain in 2007.
Revenue in the fourth quarter of 2008 was $163.6 million, which was an increase of $8.8 million, or
5.7%, compared with revenue in the fourth quarter of 2007. Same-unit revenue increased by 3.9% with
the remaining increase in revenue attributed to acquisitions net of divestitures. In the fourth
quarter, same-unit revenue for our Financial Services segment increased by 7.8%. It increased by
1.2% in our Employee Services segment and increased by 7.2% in our National Practices segment,
which is comprised primarily of our technology services business units. In our Medical Management
Professionals group, the same-unit revenue in the fourth quarter declined by 0.5% due primarily to
lower hospital patient counts, which impacts this business.
Turning to the full year, total revenue for the year ended December 31, 2008 was $704.3 million, a
10% increase over total revenue of $640.3 million recorded in 2007. Same-unit revenue for the
full-year 2008 increased by 5.1%. Same-unit revenue increased by 7.9% in the Financial Services
segment for the full year, increased by 2.5% in our Employee Services segment, increased by 4.5% in
our Medical Management Professionals segment, and in our National Practices segment, which again is
comprised primarily of our technology services business units, same-unit revenue declined by 1.5%
for the full-year 2008 compared with 2007.
In looking at margins, I again want to remind everyone of the impact of the accounting for our
deferred compensation plan asset gains or losses. During the fourth quarter, plan assets
experienced market losses of approximately $3.8 million and for the full year, market losses were
approximately $7.6 million. These losses are reflected as reductions in current compensation
expense and therefore impact the reported operating margins. The impact in the fourth quarter was
230 basis points, and the impact for the full year was 107 basis points. At the same time, remember
that there is an offsetting charge to other income or expense so that there is no impact to pretax
income. Also included in other income and expense is a charge of $870,000 in the fourth quarter and
approximately $2.3 million for the full year for impairment related to an auction rate security we
hold. The impact of this noncash impairment charge on full-year pretax income margin is 32 basis
points.
For the full year ended December 31, 2008, the margin on pretax income was 7.7%, and that compares
with a margin of 7.6% for 2007 when you exclude the one-time gain on sale recorded in the fourth
quarter of 2007. As I have reported earlier this year, the tax rate expected for 2008 has been
lower due to adjustments relating to favorable outcomes on IRS audit reviews. For the full-year
2008, the effective tax rate was 38.1%. In future years, including 2009, we expect the effective
tax rate will be approximately 40%.
Earnings per fully diluted share from continuing operations were $0.53 for the year ended December
31, 2008, compared with $0.43 per fully diluted share for 2007 when you exclude the impact of the
$0.07 per share one-time gain we reported in 2007.
During 2008 we closed three acquisitions in the first half of the year, and in December we
announced that we had completed the acquisition of Mahoney Cohen in New York and Tofias in Boston,
as Steve commented. In total, including earn-out payments for acquisitions completed in prior
years, we used approximately $100 million in cash for acquisition-related spending in 2008. In
addition, as we have done in recent years, we also actively repurchased shares throughout the year.
For the full year we purchased approximately 4.8 million shares at a total cost of approximately
$41 million. This activity included approximately 427,000 shares that were purchased in the fourth
quarter.
During the fourth quarter, we announced that we increased our bank credit facility from $150
million to $214 million with an additional accordion feature that will enable us to further
increase this facility to $250 million if needed. This facility commitment expires in November of
2012. In addition to increasing the facility size, we were also able to achieve additional
financing flexibility to address future opportunities as they occur. At December 31, 2008, the
amount outstanding on this facility was $125 million, which included the amounts paid to close the
acquisitions in New York and Boston on December 31. Compared with $30 million outstanding on this
facility at the beginning of the year, and considering the use of $140 million of cash to finance
both acquisition and share repurchase activity during 2008, the net increase in bank debt of $95
million during the year indicates again that the underlying operating cash flow for CBIZ remains
very strong. If you calculate the free cash
flow for 2008 by adding $15.1 million of noncash depreciation and amortization expense to net
income and then subtracting capital spending of $8.1 million for the year, this shows approximately
$40 million of free cash flow for 2008.
Now during 2008, as I just commented, we spent approximately $8.1 million for capital spending of
which $2.8 million was in the fourth quarter. As we have commented on before, we expect that
capital spending will run at about that same level each year. As we have stated on prior occasions,
our first and best use of capital continues to be focused on strategic acquisitions. We will
continue to look for targeted acquisition opportunities along the same lines as we have done in
recent years.
Share repurchase activity will continue to be opportunistic as we continually assess the ability to
repurchase shares of our common stock if this can be accomplished with accretive results. Since
December 31, 2008, we have repurchased approximately 610,000
shares through a 10(b)5-1 program to
date in 2009. We expect that the CBIZ Board will once again renew the share repurchase
authorization for another year when the current authorization expires at the end of March, 2009.
Our balance sheet remains strong. Considering the EBITDA contribution from the recently acquired
operations in New York and Boston, our leverage of total debt to EBITDA at year end would be
approximately 2.3 times, or about 1.3 times considering the short-term bank debt only. Days sales
outstanding on client receivables stood at 67 days at the end of December, 2008. That compares with
65 days at year-end 2007. The weak economic environment is creating stress for many businesses, and
we continue to watch the collections in our client receivables very carefully. We have not
experienced any significant slowdown in client receivable collections. However, we have seen some
isolated slowdowns in payments. As we assessed specific client receivables, we increased our bad
debt expense in 2008 to approximately 1.0% of revenue, which is up from approximately 0.6% of revenue in 2007. And of course, this increase in expense impacted our pretax income
margin in 2008.
Now as many of you know, beginning in 2009, a new accounting treatment for convertible debt, APB
14-1, is required to be implemented. This will require that we record noncash interest expense in
addition to the three-and-one-eighths percent coupon rate on $100 million subordinated convertible
notes that we issued in May of 2006. Implementation of APB 14-1 will also require that we
retrospectively record this additional noncash interest expense for each year, beginning with the
date of the note issuance in May of 2006. As a result we anticipate that we will record a noncash
charge of approximately $3.8 million in 2009. As we restate 2008, as required, this will result in
a noncash charge of approximately $3.5 million for 2008. These noncash charges will impact reported
earnings per share by approximately $0.04 per share in each year, 2008 and 2009.
Now, as we issue financial statements beginning with our first-quarter results in 2009, it is our
intention to provide you with a cash EPS calculation at that time in order to assist you with
evaluating the impact of the implementation of APB 14-1 plus all other noncash charges in comparing
the results year over year. Looking at full-year 2008 results, cash earnings per share calculation
would result in $0.87 per share, adjusting the reported EPS for noncash items such as depreciation,
amortization, noncash impairment charges, noncash stock compensation expenses, and other noncash
charges to earnings. We will provide a schedule when we issue this [in the Form 8-K] which
reconciles that number to our GAAP number.
Turning to the business outlook for 2009, we think the currently weak economic environment will
persist throughout the year and that economic recovery may be slow and gradual. Throughout 2008
CBIZ has performed very well in what has been a turbulent and declining economic environment. But
as we enter 2009, we have taken a number of measures to carefully assess and control our expenses
and spending. Visibility into 2009 is particularly difficult, but despite the challenges presented
by this environment, we continue to be very committed to achieving growth in both revenue and in
earnings during 2009. Our large and diverse client base coupled with the high level of recurring
services and our high client retention rates all serve to position CBIZ to weather tough economic
environments, such as we expect in 2009, relatively well.
As we announced late in 2008, the two acquisitions completed in December are expected to be
accretive to earnings in 2009. Based on their results in 2008, we expected the two new operations
to contribute approximately $0.08 to earnings per share to our growth in 2009. Considering the
further weakness in the economy that we experienced throughout the fourth quarter of 2008 and
continuing into 2009, as we now assess the current outlook for our entire Financial Services
segment, we expect revenue to grow in 2009, however perhaps at a somewhat slower rate of growth
compared to 2008. In our Employee Services segment revenue is also expected to grow in 2009 but
will continue to be challenged by higher unemployment levels, a continued soft market in property
and casualty insurance, and the decline in asset values that impacts our wealth management and
retirement advisory services revenue. We expect revenue in the Medical Management Professional
segment will be flat in 2009 as lower hospital patient census that we saw in the second half of
2008 may persist throughout 2009. Our technology services business continues to have a very nice
pipeline of pending business but is expected to remain soft throughout 2009 as clients continue to
defer their spending on IT-related investments.
As a result of these factors, we expect that our organic same-unit revenue growth may slow from the
5.1% we recorded in 2008 to a range of 3% to 5% in 2009. Including the impact of the recent
acquisitions, we expect to achieve total growth of revenue of at least 10% over 2008. With slower
organic growth expected in 2009, however, our ability to improve margins will be difficult. So as
we enter 2009, as has been our somewhat conservative nature in the past, we remain cautious in
establishing expectations. We expect growth in EPS from continuing operations
to be within a range of 10% to 15% compared to 2008. We expect a continuation of our strong,
positive cash flow during 2009 and expect that EBITDA will be approximately $95 million.
In conclusion, for 2008 we are very happy to report another year of at least 20% growth in earnings
per share from continuing operations. As we enter 2009 we continue to be very committed to the
long-term opportunities that will enable CBIZ to continue this level of growth in future years. But
in view of the considerable challenges presented by continuing weak economic conditions, we remain
cautious in our outlook for 2009 at this very early point in the year.
Were pleased to have a very solid foundation of recurring client relationships. As a business
comprised of professionals who serve clients, CBIZ remains committed to having the professionals
and resources in place to serve our long-standing clients with a continuing level of excellence in
our services. Operating successfully and recording growth in revenue and earnings will present very
tough challenges for many businesses in 2009, but CBIZ will continue to generate positive cash
flow, and we continue to have considerable earnings power that will provide attractive growth rates
for our shareholders in this very tough environment and in years to come.
So with those comments let me conclude, and I will turn it back over to Steve.
Steve Gerard CBIZ, Inc. CEO and Chairman
Thank you, Ware. Let me start by repeating what Ware said. Were very pleased and proud of our
2008 results and the fact that we have now reported seven consecutive years of at least 20% EPS
growth from normal continuing operations. We believe we are the only company listed on the New York
Stock Exchange that can make that statement.
But we recognize that 2008 is over, and our attention, like yours, is now focused on what we expect
in 2009. While were seeing some degree of pricing pressure in our various businesses and some
product-specific weaknesses, we have not been dramatically affected by the catastrophic economic
scenario that the headline grabbers on television and in the print media are reporting. Despite
what you read and what you hear about the economy, you should remember that at year end our DSOs
were at 67 days, well below our 75-day benchmark; our cash collections continue to be on or ahead
of plan; and unlike many companies, CBIZ continued to generate strong earnings and cash flow
through the fourth quarter and throughout 2008.
However, notwithstanding our successes and our strong position, we approach 2009, as Ware said,
with a degree of caution. There is no question were facing unprecedented times in this country and
around the world. And while we believe that our services are for the most part needed by our
clients, and that our high client retention rate and the reoccurring nature of our services, and the
related revenue that drives, will serve us well in 2009, we do not have the kind of visibility we
normally like to have as we look to the coming year.
But rather than talk about what we cannot see, let me tell you what we can see and what we expect.
First, on a conservative basis, we expect to grow our revenue in 2009 at a minimum of 10% to 15%
from 2008, and we expect to grow our earnings per share from continuing operations at a minimum at
least 10% to 15% from the $0.53 we reported in 2008. These expectations do not include any benefit
from either future acquisitions or additional share repurchases. We will continue to work to expand
our margins and therefore grow earnings faster than revenue, but its not certain we can accomplish
the same margin expansion in 2009 that we have achieved over the past three to four years. Most
importantly, in addition to the revenue and EPS growth, we expect to continue to generate strong
cash flow from our operations. Moreover, we continue to have good access to capital to address both
accretive acquisitions and share repurchases as those opportunities arise.
We expect to see growth from our Financial Services group and our Employee Services group,
although the organic growth rate in those areas may be somewhat less than historical rates. We
expect somewhat flat results from our Medical Practice business due to expected lower patient
admission rates, lower than normal elective surgery rates, as well as a higher than normal number
of our clients whose practices disbanded or who lost their hospital contracts in 2008. I expect our
technology business will, worst-case, have flat revenue but improved operating margins. In regards
to our technology business, I am extremely pleased to announce that we have re-signed our largest
client, Edward Jones, to a new five-year contract. Historically, Edward Jones accounted for over 2%
of our revenue, and CBIZ provides IT support for all of Edward Jones locations throughout the
United States.
Our acquisition appetite is unchanged, and we continue to look for premier companies in our core
business areas throughout the U.S. The acquisition pipeline continues to be strong, and I would hope
that we would be able to complete our historical three to five transactions this year as we have in
the past.
As I look at 2009, and whatever economic uncertainty exists this early in the year, Im comforted
by the fact that our balance sheet remains strong, our borrowing capacity for expansion has grown,
and we expect EBITDA in excess of $95 million. Im comforted by the fact that we have a strong
market presence in most of our locations, an outstanding staff of professionals in each of our
products, a stable and long-standing client base which is both geographically and industrially
diverse, and that bottom-line, we expect to grow this business by at least 10% to 15% in 2009.
One final note for those who are listening who will inevitably question our conservative approach
to the 2009 guidance. First, let me remind you that this guidance does not include the impact of
any future acquisitions. More important, we have spent the last seven years building our
Company and establishing both internal and external credibility by providing accurate guidance which has
then been supported by producing solid results. In normal times we would be guiding towards our
historical EPS growth rates, but these may not be normal times. The answer is simply, with over
80,000 clients, we do not know today what impact, if any, the current economic turmoil will have on
our clients and therefore the need for our services. If the external markets are not as bad as
being forecast, and I personally do not think they will be, then CBIZ will perform much closer to
our historical EPS growth rates. If the economy is much worse, however, or the impact on our
clients is much worse, then we should not do much worse than our current guidance. In that
scenario, we would be very pleased with a 10% to 15% growth. I believe its appropriate at this
time, so early in the year, to take a conservative view, but I remain confident that our long-term
plan to produce at least 10% top-line and at least 20% EPS growth continues to be both sustainable
and achievable.
With that, I would like to stop and take questions from our shareholders and analysts.
QUESTION AND ANSWER
Operator
(Operator Instructions). Josh Vogel, Sidoti & Company.
Josh Vogel Sidoti Analyst
Steve, you did a good job leading in my first question here, which was about the guidance. But
more specifically, when you guys discussed the two acquisitions made in December and that they
would add $0.04 (each), I was wondering if that $0.04 that you were looking at included any incremental
interest expense on the credit facility?
Ware Grove CBIZ, Inc. SVP and CFO
Josh, this is Ware. Thanks for your comments. Yes it does. Thats an all-in cost including the
anticipated interest expense that we would incur in 2009 to finance the cost of the acquisition.
Steve Gerard CBIZ, Inc. CEO and Chairman
But Josh, it also included the expected growth rate for those two acquisitions as well.
Josh Vogel Sidoti Analyst
Right. Okay. Well, Im not sure if my math is a little off here, but if I add $93 million from
the two deals to the top line, I basically get less than 2% in organic growth if I use the top end
of your revenue guidance of 15%. I was wondering if either Im doing my math wrong or if you are
maybe expecting a little bit less than the $93 million that you stated back in December? I know you
guys are choosing to be more conservative, but I wasnt sure.
Steve Gerard CBIZ, Inc. CEO and Chairman
Well as usual, your math is correct. The fact of the matter, as Ware said in his presentation,
is that we expect organic growth rate to be 3% to 5% this year. Thats all-in. So whether it comes
from the existing businesses more or less than the new business, it just isnt clear at this point.
We are 30 days into the most unusual year weve ever seen, and as I said, we just dont know. So
were targeting 3% to 5% organic, the balance the acquisitions. But we cant at this point draw a
conclusion that $93 million is going to be less. We just dont know.
Josh Vogel Sidoti Analyst
Thats helpful. Thank you. Just switching gears, I was just wondering if you had any updates
on the current legislative environment. One, on the Medicare reimbursement side and two, if we were
to see a nationalized healthcare system, could you maybe just give us some sort of idea on what
negatives or positives that would have on the MMP business as well as in the Employee Services,
like the group health benefits?
Steve Gerard CBIZ, Inc. CEO and Chairman
We can take a stab based on what little
we know, and a lot will depend on what final
legislation comes out. Any increase in Medicare reimbursement rates across the board will benefit
MMP, because about 20% of an MMPs business is Medicare-related. Anything that drives more people
to hospitals, such as a universal healthcare program, will or should benefit MMP because more
people who need hospital care will go to the hospital, and people who have historically gone where
they didnt pay the hospitals will get paid, which means the doctors get paid.
So universal healthcare and some of the things that are being talked about should bode well when
implemented for the MMP business, assuming there isnt an offset somewhere to fund some of this.
And one of the things that isnt clear is, well, where is all the money going to come from, for
example, will there be universal healthcare but reductions in reimbursement rates? The answer is we
just dont know. I think MMP believes that more expansive healthcare protection by the government
will over time be a positive to MMP.
With respect to group health businesses and the likelihood that small businesses will give up
coverage because they think the government has a plan to cover it, I dont have a good answer for
that. I would say that the majority of our group health businesses are larger, more established
companies who are not likely to discontinue their group health. So we dont see it necessarily as a
negative on the group health side. We think it is a positive on the MMP side. It just may take a
while for it to be implemented. And as all of these things, all the details are in the fine print
which nobody has seen.
Josh Vogel Sidoti Analyst
Thats very helpful. Thanks a lot.
Operator
Jim MacDonald, First Analysis.
Jim MacDonald First Analysis Securities Analyst
On the acquisitions of Mahoney and Tofias, how would you say they are going so far? And will
those businesses have a similar revenue pattern as the rest of the Financial Services group? And
could you talk a little bit about the earn-out cash flow timing?
Steve Gerard CBIZ, Inc. CEO and Chairman
Okay. Theyre 30 45 days into the acquisition. We believe the integration is going as
planned. I can tell you, on the first day of January, the computers all came up and worked and they
were CBIZ, everybody was enrolled in benefits and everybody got paid
their first paycheck. As far as
I know, our new associates are back taking care of their clients and not worrying a lot about CBIZ,
as they should be.
First month indication is they are right where we thought they would be, so I have little doubt,
given the quality of those two firms and the strength of their management team, that were going to
see any significant issues in 2008 with them other than what might be driven plus or minus by the
economy. With seasonality, they should have exactly the same pattern as the rest of our businesses,
which means first and second quarters are stronger; third quarter, weakest; fourth quarter in the
middle. But theres no difference, they run the traditional pattern.
With respect to earn-outs, they are on the somewhat traditional CBIZ earn-out pattern of about
half-down and three-year payouts based on performance, and the performance has growth built into
it. We paid cash and stock for both very traditional transactions, and we couldnt be happier
with the quality of the firms we acquired.
Jim MacDonald First Analysis Securities Analyst
Moving over to the MMP side, is any of the softness due to more competition in that area? Or
price competition?
Steve Gerard CBIZ, Inc. CEO and Chairman
Theres clearly more price competition in the MMP business. When the Deficit Reduction Act
impacted the radiology section so dramatically, what happened in 2008 was everybody looked at their
2007 numbers, and the doctors finally realized how much less they were earning as a
result, and they then looked to lower expenses. The number-one expense of a hospital-based physician group is
the outsourced billing and collection business.
And theres clearly pricing pressure. We have seen on our renewal contracts, pricing pressure, and
we have seen pricing pressure from competitors in the marketplace. MMP provides a Cadillac service.
Most of the doctors want that. Those that wanted a Chevy Nova service would be looking for perhaps
a different price. Weve lost some business due to fees, for sure, and weve signed up some
business with lower fee rates. We still maintain a significant margin improvement over our
competitors with respect to what we get paid, but yes, theres clearly been pressure, and I think
there will continue to be pressure. But the primary driver of our flat guidance for 2009 really
comes from the lower-than-expected patient count and particularly the lower-than-expected elective
surgery count as more and more people are perhaps unemployed or deferring decisions that they would
otherwise make.
Jim MacDonald First Analysis Securities Analyst
Could you explain your comment about doctors losing their affiliation with the hospitals? And
then I will get back in the queue.
Steve Gerard CBIZ, Inc. CEO and Chairman
Yes. What we saw in 2008 was a higher than normal amount of doctor groups losing their
affiliation with hospitals, and it came from a variety of sources. In some cases the contracts were
not renewed. There are now doctor services and outsourcing services which are taking up the space
that some of our groups had. And then there was the normal disbanding of the doctor groups that we
always see. There was just a higher percentage in 08 than weve seen before.
It wasnt the primary driver, but
as we drilled down to say, okay, why are we expecting flat results, we have realized that we had,
more than we normally do, loss of doctor groups. We just lost the business themselves. They decided
they could no longer economically afford it. They were impacted by the fact that many of them had
imaging centers that no longer paid for themselves, and they went out of business. So there were a
whole bunch of non-service, non-fee related causes that caused that.
Operator
Robert Kirkpatrick, Cardinal Capital.
Robert Kirkpatrick Cardinal Capital Management Analyst
Good morning lady and gentlemen. Is there also, Ware, an accounting change coming on the way
earn-outs are accounted for? And if so, what will the effect of that be in 2009 and beyond?
Ware Grove CBIZ, Inc. SVP and CFO
The accounting change absolutely impacts only those transactions closed in 2009 and in the
future. So the transactions closed prior to January of 2009 will be accounted for as we have done
traditionally.
Robert Kirkpatrick Cardinal Capital Management Analyst
Okay. Whats the gross amount of targeted earn-outs for 2009, assuming everyone hits their
plan?
Ware Grove CBIZ, Inc. SVP and CFO
The cash requirements in 2009 for earn-outs would be approximately $15 million.
Robert Kirkpatrick Cardinal Capital Management Analyst
Would there be a significant amount of stock on top of that?
Ware Grove CBIZ, Inc. SVP and CFO
No. Typically our transactions are about 90% cash, 10% stock, kind of around that dispersion.
Robert Kirkpatrick Cardinal Capital Management Analyst
And Steve, could you comment on what the M&A environment is like at the current time, given
financing pressures for some companies, economic pressures for others, your availability of
capital, and your desire to do acquisitions perhaps even of size in a year in which youve just
completed a couple of large ones at the end of the year?
Steve Gerard CBIZ, Inc. CEO and Chairman
Our acquisition appetite is unchanged. The pipeline is strong. We are looking to do
acquisitions in each of our core areas. We have an appetite for larger transactions. We have the
ability to do them, finance them, and integrate them.
Our primary focus for the first half of this year on the Financial Services side is to make sure
that we properly integrate the two large ones we acquired. And typically in the Financial Services
business, accounting firms dont change hands in the first half of the year anyway, because thats
their busy season.
With respect to our appetite, its unchanged. With respect to availability of financing, its not
an issue. What were seeing in the market are a couple of things. Were seeing a greater level of
interest in the Financial Services group because of the acquisition of two marquee names in the
industry, and were seeing the normal pattern in the Employee Services group and in the MMP area
that weve seen before. So I dont see any significant changes. We dont typically go after
businesses that are in distress, so the declining success of certain businesses may not be an area
of focus for us. But within the Employee Services group, certainly there is the usual number of $3
million to $10 million revenue group health and P&C firms that we normally look at. So I would say
that the landscape is relatively unchanged.
Were seeing little activity in Financial Services or in Employee Services from any new private
equity entrants, although there were some in there that are still active. So I would say that there
really hasnt been a great deal of change in the last six months.
Robert Kirkpatrick Cardinal Capital Management Analyst
And then finally, where does your convertible debt trade? And if it does, kind of whats the
pricing been on it during this tumultuous time in the financial markets? And then finally, are
there any bank debt restrictions on repurchasing any of that in the open market?
Ware Grove CBIZ, Inc. SVP and CFO
Rob, our convertible debt doesnt trade a lot. Its been some time since Ive talked to our
book runner who handles that. It trades right where you would expect it to trade I know that
given the conversion and the coupon and the maturity. But I cant give you an actual rate at this
point in time.
We dont have, I believe, any restrictions in our financing as we commented before. We can do
acquisitions, share repurchases and we have some added flexibility now to do additional financing
transactions outside of the revolver. I dont know that there are any restrictions on buying back
convertible debt at this point.
Robert Kirkpatrick Cardinal Capital Management Analyst
What does that mean, additional financing transactions outside of the revolver?
Ware Grove CBIZ, Inc. SVP and CFO
Well, you typically have baskets, or buckets if you will, of permitted indebtedness in
addition to those amounts borrowed under the revolver. So we were able to achieve some level of
additional flexibility when we increased the facility this fall.
Robert Kirkpatrick Cardinal Capital Management Analyst
So for example, you could issue another junior debt security to this bank. Is that what youre
trying to say?
Ware
Grove CBIZ, Inc. SVP and CFO
Well, up to certain baskets and limitations, Rob. But yes, we have the ability to issue
another convert and roll over, or refinance the convert and do other pieces of debt that could be
pari passu to the bank debt.
Robert Kirkpatrick Cardinal Capital Management Analyst
Great. Thank you so much for clarifying that.
Operator
Bill Sutherland, Boenning & Scattergood.
Bill Sutherland Boenning & Scattergood Analyst
A couple of things. In the numbers, are you looking for any price improvement in the group
health benefit side?
Ware Grove CBIZ, Inc. SVP and CFO
Were expecting some modest price improvement in the group health over this year, yes.
Bill Sutherland Boenning & Scattergood Analyst
I wasnt sure with the impact of declining employment, whether that would be leveled out.
Steve Gerard CBIZ, Inc. CEO and Chairman
The answer, Bill, is we dont know if the industry expects growth in pricing. And the real
question is, how much of that might be offset by declining employment in your particular client
base? Its exactly the right question.
I can tell you with the renewals so far, were not seeing a dramatic reduction. But our
cautiousness comes in part from the fact that the full economic impact of what you see and read may
not have trickled down yet to our client base, or fully trickled down. So there could be more shoes
to drop, and thats really what we cant see. If we had certainty that it would stop where we were
today, our guidance might been slightly different, but we just dont know.
Bill Sutherland Boenning & Scattergood Analyst
And how is the pricing looking in your Financial Services core part of the practice?
Steve Gerard CBIZ, Inc. CEO and Chairman
Our pricing is okay. Typically what happens, primarily in the accounting group, is that rates
increase year over year to cover increases in compensation. Theres a little bit of pushback from
the clients, as you would expect.
In a relationship business like ours that have long-term relations with clients, there is usually
an accommodation during bad times, when you know the other client has a little bit of problem. So
thats why I said in my presentation that were seeing some pricing pressure. Its not consistent
to where we can pick a trend up, but pricing went up and there will be some pushback from clients.
And the question will be, come June, how much of that stuck and how much of it didnt?
Bill Sutherland Boenning & Scattergood Analyst
On the MMP side, is that issue that you spoke to related only to radiology? the Deficit
Reduction Act impact.
Steve Gerard CBIZ, Inc. CEO and Chairman
No. What Im saying is that the pricing pressure for all of our practices continues. It was
most notable in radiology.
Bill Sutherland Boenning & Scattergood Analyst
Oh. Okay.
Steve Gerard CBIZ, Inc. CEO and Chairman
On the emergency room side of it, it was less visible, so far.
Bill Sutherland Boenning & Scattergood Analyst
I know you have initiatives to increase a bit of what you do offshore without impairing the
reputation of your service. How are you doing there? I know youve had some duplicative expenses?
Steve Gerard CBIZ, Inc. CEO and Chairman
Yes. I think were doing very well there. We have about 40% of our coding that now goes
offshore, and we had duplicative expenses through last year. Weve done a pretty good job in
wringing those out where we could, and there were some places you couldnt.
We are now experimenting with offshore in a number of the other functions, and they are doing a
very good job in MMP in making all of the moves one should make with flattening revenue stream to
make sure that we keep our expenses in line with the revenue.
So were looking at off shoring, were looking at technology changes, were looking at office
consolidations, looking at headcount reductions. All of the things that you would expect a well-run
business to do, they are doing.
Bill Sutherland Boenning & Scattergood Analyst
Okay, and I certainly, Steve, appreciate your approach to the guidance and the caution, given
all the uncertainty. Im actually surprised that you are factoring in organic growth. When I do the
simple math related to the expected impact of the two year-end acquisitions, on a simple math
basis, Im backing out to zero to slightly negative, at least in terms of earnings from the legacy
company If the acquisitions are truly bringing in something on the order of $0.08, is it just
further caution on that?
Steve Gerard CBIZ, Inc. CEO and Chairman
Well, within the $0.08, Bill, within the $0.08 was the expected growth of those two businesses
which represent 25% of the Financial Services group, so were sort of double counting there. In
addition to which, while the numbers may not add up because of the conservative way that we have
decided to round them out, the fact is we are expecting from our two primary groups, Employee
Services and Financial Services, net of the acquisitions, a growth rate of somewhere between 3% and
5% based on what we see, which includes some amount of volume, some amount of pricing. Add it all
up and I understand you get a number thats different than the 10% to 15%, and weve just sort of
pared it back knowing the numbers dont add up.
Bill Sutherland Boenning & Scattergood Analyst
Okay. I appreciate that. Thanks, Steve.
Operator
Jim MacDonald, First Analysis.
Jim MacDonald First Analysis Securities Analyst
Yes. A couple of follow-ups. Could you talk about the impact of lower interest rates on your
client funds and kind of where you have that invested and what kind of interest rate youre
getting?
Ware Grove CBIZ, Inc. SVP and CFO
Yes, Jim. Thats a good question. Its not a big piece of our revenue for the payroll
business, but the funds that we invest are typically $55 million to $65 million and growing as that
business grows. We typically invest in tax-free instruments because of our tax rate and we do a
little better on the bottom line when we invest in that, knowing that the revenue will not be as
much as if we were investing in normal instruments. But we expect probably a 100-basis-point
decline in the interest rate in 2009 versus what we achieved in 2008. So that could be a $500,000
or $600,000 difference had we not had a lower interest rate in 2009.
Jim MacDonald First Analysis Securities Analyst
And could you explain how you have a $214 million line. You seem to be a way from that limit.
Do you expect it to get to that limit?
Ware Grove CBIZ, Inc. SVP and CFO
No, we have plenty of capacity, Jim. I think you are reading it properly. Were at $125
million at year end, which includes the initial payments to close the acquisitions. Now, remember
that seasonally we tend to use a little cash in the first three or four months. So we will peak at
higher rates than $125 million, and we would expect to report something slightly higher than that
on March 31. But we still have plenty of cushion. And then from March 31 on, we would seasonally
expect to generate cash and then reduce the debt balance on that facility.
Jim MacDonald First Analysis Securities Analyst
Then I think you said in the prepared remarks something about a pro forma earnings of $0.87,
which seems like a pretty big maybe I heard it wrong, but a pretty big increase. Could you go
over that a little bit?
Ware Grove CBIZ, Inc. SVP and CFO
Well, yes, and for everyone who is on the call, we typically follow up this conference call
with the filing of an 8-K with the transcript, but we will also include a schedule to help you with
that number. But if you take the net income from continuing operations and then you add back
slightly over $15 million for depreciation and amortization and then you add back about $3.7
million for noncash-stock-compensation related expenses and then the noncash impairment that we
commented on, you get that $0.87, more or less. Thats the calculation. I havent given you every
single line item, but those are the big ones.
Jim MacDonald First Analysis Securities Analyst
Why are you adding back the D&A? Is that all acquisition-related? Or whats the basis of
adding that back?
Ware Grove CBIZ, Inc. SVP and CFO
Well, its noncash expense and in converting from GAAP earnings to cash earnings, we would add
back the noncash expenses like that.
Operator
Vincent Colicchio, Noble Financial.
Vincent Colicchio Noble Financial Analyst
Could you give us an update, Steve, on your cross selling efforts and what kind of
contribution you are expecting there this year?
Steve Gerard CBIZ, Inc. CEO and Chairman
Sure, Vince. I would be happy to. In 2006, we did over $15 million. In 2007, we did $19.3
million. Last year, we generated $20.4 million in first-year estimated revenue from cross serving.
So it continues to grow, albeit at a slightly slower rate last year.
Our target for 2009 is much higher than that. We have taken a number of internal steps including
designating a full-time resource to manage this. We expect to change the compensation and the goal
setting scheme that we have. So were perhaps more actively going to manage it in 09. But we
expect in 09 for it to continue to add incremental first-year revenue.
Vincent Colicchio Noble Financial Analyst
Okay. My other questions were answered. Thank you.
Operator
(Operator Instructions). Robert Kirkpatrick.
Robert Kirkpatrick Cardinal Capital Management Analyst
Steve, is there to be much effect expected on CBIZ from the stimulus package which appears to
have now passed down in Washington?
Steve Gerard CBIZ, Inc. CEO and Chairman
Rob, I dont know the answer to that. Everything I saw last week suggested that half of the
stimulus package was basically un-stimulating, so I need to figure out what is truly stimulating in
whats going to be passed. Anything that puts more people to work and employment goes up and people
hire, thats good for our businesses. As new businesses are created, thats good for our business.
But Im going to look at the detail to see if theres something specific, but I would suggest to
you that even if there are things that will benefit our group health, our payroll, our accounting
businesses, they are likely not to have much impact in 2009. Theyre more likely to affect us in
the future. So Im hopeful that the stimulus package will in fact set the economy on a better road
than it appears to be heading now, but beyond that I dont have a view of it.
Robert Kirkpatrick Cardinal Capital Management Analyst
And then a few things for Ware, just nitpicking items. One, Ware, the shares at the end of the
period were higher than the average. I assume that is due to the shares issued in conjunction with
the acquisitions at the end of the quarter?
Ware Grove CBIZ, Inc. SVP and CFO
Yes. We did issue some shares, as I said. Typically the split is 90% cash, 10% shares. So
there was share count increase when we closed the acquisitions.
Robert Kirkpatrick Cardinal Capital Management Analyst
And then did you say stock comp for the year was $3.8 million? Is that what you just
mentioned?
Ware Grove CBIZ, Inc. SVP and CFO
$3.7 million, Rob.
Robert Kirkpatrick Cardinal Capital Management Analyst
$3.7 million. And then the amortization for the year and your expected amortization in 09
will go up I assume because of the full-year effect of those two large acquisitions?
Ware Grove CBIZ, Inc. SVP and CFO
Yes, you are right. We havent talked about amortization expense for 09, but youre
absolutely correct. It will go up related to those acquisitions. In 08, Rob, the combination of
depreciation and amortization was approximately $15.1 million.
Robert Kirkpatrick Cardinal Capital Management Analyst
Great. Thank you so much, and congratulations.
Operator
(Operator Instructions). At this time I show no questions.
Steve Gerard CBIZ, Inc. CEO and Chairman
Okay. Let me say to all of our employees that are listening in, you had a spectacular year in
what was an unusual time, a turbulent time where you had clients that didnt know which way the
country was going, the economy was going. You provided advice, support, and products that help
them.
The results that we recorded in 2008, like in prior years, could never have been done without your
dedication and hard work, so you have our thanks and our support. And we look forward to the same
kind of effort and dedication in 2009 so we can continue the wonderful track record that weve set.
With that, I thank you all and look forward to talking to you at the next call.
Operator
Thank you, ladies and gentlemen. This concludes todays conference. Thank you for
participating. You may all disconnect.