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): July 29, 2014

 

 

CBIZ, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-32961   22-2769024

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6050 Oak Tree Boulevard, South, Suite 500

Cleveland, Ohio

  44131
(Address of principal executive offices)   (Zip Code)

216-447-9000

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 July 29, 2014, CBIZ, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2014. A copy of the press release is furnished herewith as Exhibit 99.1. The exhibit contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Item 7.01 Regulation FD Disclosure.

The accompanying Exhibit 99.1 may contain information subject to Regulation FD of the Securities and Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release of CBIZ, Inc. dated July 29, 2014, announcing its financial results for the first quarter ended June 30, 2014.


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.

 

July 29, 2014     CBIZ, INC.
    By:  

/s/ Ware H. Grove

    Name:   Ware H. Grove
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

CBIZ REPORTS SECOND-QUARTER AND FIRST-HALF 2014 RESULTS

SECOND-QUARTER REVENUE UP 5.0%; FIRST HALF UP 4.4%

FIRST-HALF INCOME FROM CONTINUING OPERATIONS UP 6.5%; EPS $0.46

FIRST-HALF ADJUSTED EPS $0.49 EXCLUDING SHARE COUNT IMPACT OF CONVERTIBLE NOTES

ANNOUNCES NEW $400 MILLION FIVE YEAR UNSECURED CREDIT FACILITY

Cleveland, Ohio (July 29, 2014)—CBIZ, Inc. (NYSE: CBZ) (“Company”) today announced second-quarter and first-half results for the periods ended June 30, 2014.

For the second quarter ended June 30, 2014, CBIZ reported revenue of $180.9 million, an increase of $8.7 million, or 5.0%, compared with $172.2 million for the second quarter of 2013. Same-unit organic revenue increased by $3.7 million, or 2.1% for the 2014 second quarter, compared with the same period a year ago. Newly acquired operations contributed $5.0 million, or 2.9% to revenue in the 2014 second quarter. Income from continuing operations was $6.2 million, or $0.12 per diluted share, compared with $5.6 million, or $0.11 per diluted share reported in the second quarter of 2013. Adjusted EBITDA for the quarter ended June 30, 2014 was $19.2 million, compared with $18.8 million for the 2013 second quarter.

For the six-month period ended June 30, 2014, CBIZ reported revenue of $389.8 million, an increase of $16.4 million, or 4.4% over the $373.4 million recorded for the comparable six-month period a year ago. Same-unit organic revenue increased by $6.6 million or 1.8% for the first six months of 2014 compared with the same period a year ago. Acquisitions contributed $9.8 million, or 2.6% to revenue growth for the first half of 2014. Income from continuing operations was $24.2 million, or $0.46 per diluted share, for the first six months of 2014 compared with $22.7 million, or $0.46 per diluted share, for the first six months of 2013. Adjusted EBITDA was $58.5 million for the six months ended June 30, 2014, compared with $56.9 million for the 2013 first half.

The fully diluted weighted average share count for the first-half 2014 increased to 52.4 million shares at June 30, 2014, from 49.9 million shares a year ago primarily due to the accounting for approximately 2.8 million common share equivalents related to the 4.875% Convertible Notes. Normalized to exclude the impact of the increase in share equivalents related to the Convertible Notes, fully diluted earnings per share in the second quarter was $0.13, and for the first half was $0.49.

During the first half of 2014, the Company used $28.6 million for acquisition-related payments and $10.7 million to repurchase 1.3 million shares of its common stock. The Company used approximately $6.8 million to repurchase 0.8 million shares of its common stock in the second quarter. The outstanding balance on the Company’s unsecured bank line of credit at June 30, 2014, was $81.2 million compared with a balance of $48.5 million at December 31, 2013.

On July 28, 2014, the Company replaced its current $275 million unsecured credit facility with a new $400 million unsecured facility with a five year term. The new credit facility will provide the Company with the continued ability to grow through strategic acquisitions and the flexibility to refinance its Convertible Notes due October 1, 2015; and will enable the Company to lower borrowing costs and simplify its capital structure. The new credit facility will expire in July of 2019.


Effective July 7, 2014, in a privately negotiated transaction, the Company repurchased and retired $17.4 million of its $130.0 million 4.875% Convertible Senior Subordinated Notes due October 1, 2015. This transaction will result in lower interest expense of approximately $0.7 million annually, and based on the average stock price at June 30, 2014, will reduce the share count by approximately 380,000 share equivalents related to the Convertible Notes. The Company estimates it will record a one-time charge of approximately $0.8 million in the third quarter of 2014 related to the repurchase and early retirement of these Notes. Excluding the one-time charge for the early retirement of debt, the estimated impact of this transaction on fully diluted earnings per share for 2014 is approximately $0.01. The new $400 million credit facility provides the Company with the flexibility to conduct additional privately negotiated Convertible Note repurchases between now and the maturity date of October 1, 2015.

Steven L. Gerard, CBIZ Chairman and CEO stated, “We are pleased to record stronger revenue growth in the second quarter, and we expect stronger organic growth prospects in the second half of 2014. The investment we have made over the past several years in business development activities in target markets continues to impact margin, but is helping to enhance our longer term growth prospects. In addition to seeing improving organic growth trends, during the second quarter, we closed one acquisition, and we have closed four acquisitions to date in 2014. Our acquisition pipeline continues to be active, and we expect to close additional acquisitions through the balance of 2014.”

“CBIZ enjoys strong support from our credit line banks, and our new five-year $400 million unsecured credit facility will provide us with sufficient capacity to pursue strategic acquisition opportunities. In addition, the expanded facility will provide us a means to refinance the Convertible Notes due in 2015 with the flexibility to address additional early repurchases of the Notes as opportunities occur, “ concluded Mr. Gerard.

2014 Outlook: In 2014, the Company expects continued improvement in same-unit revenue growth rates, total revenue to grow within a range of 5% to 7%, and diluted earnings per share from continuing operations to grow within a range of 15% to 18% over 2013, assuming a constant share count compared with 2013. Cash flow will continue to be positive and Adjusted EBITDA is projected to increase within a range of 8% to 12% over the $75.6 million reported for 2013.

CBIZ will host a conference call at 11:00 a.m. 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 who would like to participate in the call can register at http://dpregister.com/10049650 to receive the dial-in number and unique pin number. Participants may register at anytime, including up to and after the call start time.

A replay of the webcast will be available approximately two hours following the call on the Company’s web site at www.cbiz.com. For those without internet access, a replay of the call will also be available starting at approximately 1:00 p.m. (ET) July 29, through 5:00 p.m. (ET), August 1, 2014. The dial-in number for the replay is 1-877-344-7529. If you are listening from outside the United States, dial 1-412-317-0088. The access code for the replay is 10049650.

CBIZ, Inc. provides professional business services that help clients better manage their finances and employees. CBIZ provides its clients with financial services including accounting, tax, financial advisory, government health care consulting, risk advisory, real estate consulting, and valuation services. Employee services include employee benefits consulting, property and casualty insurance, retirement plan consulting, payroll, life insurance, HR consulting, and executive recruitment. As one of the largest accounting, insurance brokerage and valuation companies in the United States, the Company’s services are provided through 100 Company offices in 32 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 uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, 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 services operations. A more detailed description of such risks and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission.

For further information regarding CBIZ, call our Investor Relations Office at (216) 447-9000 or visit our web site at www.cbiz.com.


CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2014 AND 2013

(In thousands, except percentages and per share data)

 

     THREE MONTHS ENDED
JUNE 30,
 
     2014     %     2013(1)     %  

Revenue

   $ 180,885        100.0   $ 172,229        100.0

Operating expenses (2)

     162,307        89.7     151,091        87.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     18,578        10.3     21,138        12.3

Corporate general and administrative expenses (3)

     8,306        4.6     7,649        4.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     10,272        5.7     13,489        7.8

Other income (expense):

        

Interest expense

     (3,577     -2.0     (4,145     -2.4

Gain on sale of operations, net

     68        0.0     48        0.0

Other income, net (4) (5)

     3,936        2.2     515        0.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

     427        0.2     (3,582     -2.0

Income from continuing operations before income tax expense

     10,699        5.9     9,907        5.8

Income tax expense

     4,459          4,287     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     6,240        3.4     5,620        3.3

(Loss) income from operations of discontinued businesses net of tax

     (106       1,622     

(Loss) gain on disposal of discontinued businesses, net of tax

     (27       1,905     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 6,107        3.4   $ 9,147        5.3
  

 

 

     

 

 

   

Diluted earnings per share:

        

Continuing operations

   $ 0.12        $ 0.11     

Discontinued operations

     —            0.07     
  

 

 

     

 

 

   

Net income

   $ 0.12        $ 0.18     
  

 

 

     

 

 

   

Diluted weighted average common shares outstanding

     52,052          49,929     

Other data from continuing operations:

        

Adjusted EBIT (6)

   $ 14,208        $ 14,004     

Adjusted EBITDA (6)

   $ 19,172        $ 18,753     

 

(1) Certain amounts in the 2013 financial data have been reclassified to conform to the current year presentation and revised to reflect the impact of discontinued operations.
(2) Includes expense of $1,679 and $154 for the three months ended June 30, 2014 and 2013, respectively, in compensation associated with net gains from the Company’s deferred compensation plan (see note 4). Excluding this item, “operating expenses” would be $160,628 and $150,937, or 88.8% and 87.6% of revenue, for the three months ended June 30, 2014 and 2013, respectively.
(3) Includes expense of $244 and a benefit of $35 for the three months ended June 30, 2014 and 2013, respectively, in compensation associated with net gains from the Company’s deferred compensation plan (see note 4). Excluding this item, “corporate general and administrative expenses” would be $8,062 and $7,684, or 4 5% and 4.5% of revenue, for the three months ended June 30, 2014 and 2013, respectively.
(4) Includes net gains of $1,923 and $119 for the three months ended June 30, 2014 and 2013, respectively, attributable to assets held in the Company’s deferred compensation plan. These net gains do not impact “income from continuing operations before income tax expense” as they are directly offset by compensation adjustments included in “operating expenses” and “corporate general and administrative expenses.”
(5) For the three months ended June 30, 2014 and 2013, amount includes income of $2,026 and expense of $17, respectively, related to net increases and decreases in the fair value of contingent consideration related to CBIZ’s prior acquisitions.
(6) Adjusted EBIT represents income from continuing operations before income taxes, interest expense, and gain on sale of operations, net Adjusted EBITDA represents Adjusted EBIT before depreciation and amortization expense of $4,964 and $4,749 for the three months ended June 30, 2014 and 2013, respectively. The Company has included Adjusted EBIT and Adjusted EBITDA data because such data is commonly used as a performance measure by analysts and investors and as a measure of the Company’s ability to service debt Adjusted EBIT and Adjusted EBITDA should not be regarded as an alternative or replacement to any measurement of performance or cash flow under generally accepted accounting principles.


CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(In thousands, except percentages and per share data)

 

     SIX MONTHS ENDED
JUNE 30,
 
     2014     %     2013 (1)     %  

Revenue

   $ 389,793        100.0   $ 373,418        100.0

Operating expenses (2)

     328,494        84.3     310,480        83.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     61,299        15.7     62,938        16.9

Corporate general and administrative expenses (3)

     18,565        4.7     17,633        4.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     42,734        11.0     45,305        12.1

Other income (expense):

        

Interest expense

     (7,010     -1.8     (8,201     -2.2

Gain on sale of operations, net

     76        0.0     66        0.1

Other income, net (4) (5)

     5,911        1.5     2,243        0.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense, net

     (1,023     -0.3     (5,892     -1.5

Income from continuing operations before income tax expense

     41,711        10.7     39,413        10.6

Income tax expense

     17,489          16,672     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     24,222        6.2     22,741        6.1

(Loss) income from operations of discontinued businesses, net of tax

     (325       2,781     

(Loss) gain on disposal of discontinued businesses, net of tax

     (501       1,928     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 23,396        6.0   $ 27,450        7.4
  

 

 

     

 

 

   

Diluted earnings (loss) per share:

        

Continuing operations

   $ 0.46        $ 0.46     

Discontinued operations

     (0.01       0.09     
  

 

 

     

 

 

   

Net income

   $ 0.45        $ 0.55     
  

 

 

     

 

 

   

Diluted weighted average common shares outstanding

     52,352          49,891     

Other data from continuing operations:

        

Adjusted EBIT (6)

   $ 48,645        $ 47,548     

Adjusted EBITDA (6)

   $ 58,457        $ 56,922     

 

(1) Certain amounts in the 2013 financial data have been reclassified to conform to the current year presentation and revised to reflect the impact of discontinued operations.
(2) Includes expense of $2,293 and $2,381 for the six months ended June 30, 2014 and 2013, respectively, in compensation associated with net gains from the Company’s deferred compensation plan (see note 4). Excluding this item, “operating expenses” would be $326,201 and $308,099, or 83.7% and 82.5% of revenue, for the six months ended June 30, 2014 and 2013, respectively.
(3) Includes expenses of $347 and $240 for the six months ended June 30, 2014 and 2013, respectively, in compensation associated with gains from the Company’s deferred compensation plan (see note 4). Excluding this item, corporate general and administrative expenses would be $18,218 and $17,393, or 4.7% and 4.7% of revenue, for the six months ended June 30, 2014 and 2013, respectively.
(4) Includes net gains of $2,640 and $2,621 for the six months ended June 30, 2014 and 2013, respectively, attributable to assets held in the Company’s deferred compensation plan. These net gains do not impact “income from continuing operations before income tax expense” as they are directly offset by compensation adjustments included in “operating expenses” and “corporate general and administrative expenses.”
(5) For the six months ended June 30, 2014 and 2013, amount includes income of $2,985 and expense of $904, respectively, related to net increases and decreases in the fair value of contingent consideration related to CBIZ’s prior acquisitions.
(6) Adjusted EBIT represents income from continuing operations before income taxes, interest expense and gain on sale of operations, net. Adjusted EBITDA represents Adjusted EBIT before depreciation and amortization expense of $9,812 and $9,374 for the six months ended June 30, 2014 and 2013, respectively. The Company has included Adjusted EBIT and Adjusted EBITDA data because such data is commonly used as a performance measure by analysts and investors and as a measure of the Company’s ability to service debt. Adjusted EBIT and Adjusted EBITDA should not be regarded as an alternative or replacement to any measurement of performance or cash flow under generally accepted accounting principles.


CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

(In thousands, except per share data)

SELECT SEGMENT DATA

 

     THREE MONTHS ENDED
JUNE 30,
    SIX MONTHS ENDED
JUNE 30,
 
     2014     2013 (1)     2014     2013 (1)  

Revenue

        

Financial Services

   $ 119,082      $ 113,527      $ 264,502      $ 254,452   

Employee Services

     54,479        51,488        110,588        104,266   

National Practices

     7,324        7,214        14,703        14,700   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 180,885      $ 172,229      $ 389,793      $ 373,418   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Margin

        

Financial Services

   $ 14,491      $ 14,806      $ 49,889      $ 50,849   

Employee Services

     8,543        8,620        18,917        18,776   

National Practices

     639        339        1,385        875   

Operating expenses—unallocated (2):

        

Other

     (3,416     (2,473     (6,599     (5,181

Deferred compensation

     (1,679     (154     (2,293     (2,381
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 18,578      $ 21,138      $ 61,299      $ 62,938   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Certain amounts in the 2013 financial data have been reclassified to conform to the current year presentation and revised to reflect the impact of discontinued operations.
(2) Represents operating expenses not directly allocated to individual businesses, including stock-based compensation, consolidation and integration charges and certain advertising expenses. “Operating expenses—unallocated” also include gains or losses attributable to the assets held in the Company’s deferred compensation plan. These gains or losses do not impact “income from continuing operations before income tax expense” as they are directly offset by the same adjustment to “other income, net” in the consolidated statements of comprehensive income. Gains or losses recognized from adjustments to the fair value of the assets held in the deferred compensation plan are recorded as compensation expense in “operating expenses” and as income or expense in “other income, net.”

NON-GAAP EARNINGS AND PER SHARE DATA

Reconciliation of Income from Continuing Operations to Non-GAAP Earnings from Continuing Operations (3)

 

     THREE MONTHS ENDED JUNE 30,  
     2014     Per Share     2013 (1)      Per Share  

Income from Continuing Operations

   $ 6,240      $ 0.12      $ 5,620       $ 0.11   

Selected non-cash items:

         

Amortization

     3,683        0.07        3,586         0.07   

Depreciation

     1,281        0.02        1,163         0.02   

Non-cash interest on convertible notes

     764        0.02        710         0.02   

Stock-based compensation

     1,598        0.03        1,488         0.03   

Adjustment to contingent earnouts

     (2,026     (0.04     17         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

 

Non-cash items

     5,300        0.10        6,964         0.14   
  

 

 

   

 

 

   

 

 

    

 

 

 

Non-GAAP earnings—Continuing Operations

   $ 11,540        0.22      $ 12,584         0.25   
  

 

 

   

 

 

   

 

 

    

 

 

 
     SIX MONTHS ENDED JUNE 30,  
     2014     Per Share     2013 (1)      Per Share  

Income from Continuing Operations

   $ 24,222      $ 0.46      $ 22,741       $ 0.46   

Selected non-cash items:

         

Amortization

     7,274        0.14        7,042         0.14   

Depreciation (4)

     2,538        0.05        2,332         0.05   

Non-cash interest on convertible notes

     1,500        0.03        1,394         0.03   

Stock-based compensation

     2,987        0.06        2,924         0.06   

Adjustment to contingent earnouts

     (2,985     (0.06     904         0.01   
  

 

 

   

 

 

   

 

 

    

 

 

 

Non-cash items

     11,314        0.22        14,596         0.29   
  

 

 

   

 

 

   

 

 

    

 

 

 

Non-GAAP earnings—Continuing Operations

   $ 35,536        0.68      $ 37,337       $ 0.75   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

(3) The Company believes Non-GAAP earnings and Non-GAAP earnings per diluted share more clearly illustrate the impact of certain non-cash charges and credits to “income from continuing operations” and are a useful measure for the Company and its analysts. Non-GAAP earnings is defined as income from continuing operations excluding: depreciation and amortization, non-cash interest expense, non-cash stock-based compensation expense, and adjustments to the fair value of contingent consideration related to prior acquisitions. Non-GAAP earnings per diluted share is calculated by dividing Non-GAAP earnings by the number of weighted average diluted common shares outstanding for the period indicated. Non-GAAP earnings and Non-GAAP earnings per diluted share should not be regarded as a replacement or alternative to any measurement of performance under generally accepted accounting principles.
(4) Capital spending was $0.9 million and $1.2 million for the three months ended June 30, 2014 and 2013, respectively.


CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

(In thousands, except percentages and ratios)

SELECT BALANCE SHEET DATA AND RATIOS

 

     JUNE 30,
2014
    DECEMBER 31,
2013 (1)
 

Cash and cash equivalents

   $ 3,948      $ 771   

Restricted cash

   $ 23,190      $ 22,112   

Accounts receivable, net

   $ 179,122      $ 143,107   

Current assets before funds held for clients

   $ 226,730      $ 186,086   

Funds held for clients—current and non-current

   $ 101,703      $ 164,389   

Goodwill and other intangible assets, net

   $ 498,972      $ 469,083   

Total assets

   $ 910,878      $ 897,458   

Notes payable—current

   $ 374      $ 1,602   

Current liabilities before client fund obligations

   $ 188,589      $ 103,103   

Client fund obligations

   $ 101,596      $ 164,311   

Bank debt

   $ 81,200      $ 48,500   

Convertible notes—non-current

   $ 126,756      $ 125,256   

Total liabilities

   $ 511,777      $ 523,012   

Treasury stock

   $ (409,371   $ (397,548

Total stockholders’ equity

   $ 399,101      $ 374,446   

Debt to equity (2)

     52.2     46.8

Days sales outstanding (DSO)—continuing operations (3)

     86        74   

Shares outstanding

     49,296        48,964   

Basic weighted average common shares outstanding

     48,228        48,632   

Diluted weighted average common shares outstanding

     52,352        49,141   

 

(1) Certain amounts in the 2013 financial data have been reclassified to conform to the current year presentation and revised to reflect the impact of discontinued operations.
(2) Ratio is convertible notes, bank debt and notes payable divided by total stockholders’ equity.
(3) DSO is provided for continuing operations and represents accounts receivable, net and unbilled revenue (net of realization adjustments) at the end of the period, divided by trailing twelve month daily revenue. 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 Company’s 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. DSO at June 30, 2013 was 80.