CBIZ, Inc. (CBZ) Q2 2013 Earnings Report, Transcript and Summary

Good morning. And welcome to the CBIZ Second Quarter and First Half 2013 Results Conference Call. All participants will be in a listen-only mode. (Operator Instructions) After today’s presentation, there will be an opportunity to ask questions. (Operator Instructions) Please note this event is being recorded. I would now like to turn the conference over to Steven Gerard, Chairman and CEO of CBIZ. Please go ahead.

Thank you, Emily, and good morning, everyone. And thank you for calling into CBIZ’s second quarter and first half 2013 conference call. Before I begin my comments, I’d like to remind you of a few things. As with all of 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’re welcome to listen in. However, I ask that if you have questions you hold them until after the call and we’ll be happy to address them at that time. This call is also being webcast and you can access the call over our website. You should have all received a copy of the release which was issued this morning. If you didn’t, you can access it also on our website. Finally remember, that during the course of this call, we may make forward-looking statements. These statements represent management’s intentions, hopes, beliefs, expectations, and predictions of the future. Actual results can and sometimes do differ materially from those projected in forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in our SEC filings or Form 10-K and our 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. Prior to the opening this morning, we were very pleased to announced our second quarter and six-month operating results. We were particularly encouraged by the fact that we see a continuation of our revenue growth and in particular our organic or same business unit growth through the six months of this year. This is consistent with the indications we had given at the end of the first quarter. In addition…

Okay. Good morning, everyone, and thanks, Steve. We have a lot of information to cover and this is our normal practice. I want to take a few minutes to highlight an overview of the information we release this morning with our second quarter and first half 2013 earnings, along with the announcement that we have reached an agreement for sale of our MMP operation and an agreement with Westbury to purchase 3.85 million shares of common stock and that’s contingent on the closing of the sale of MMP. At June 30, 2013, the financial results we released this morning reflect the operating results of MMP as discontinued operations, and the assets and liabilities of MMP are classified as held-for-sale. The fact that operating results for MMP are now reclassified into discontinued operations at June 30th creates a challenge to compare reported results with consensus expectations for the quarter and for the six months. We reported $0.18 earnings per share for the quarter in total, which includes the results of MMP and we reported $0.11 earnings per share from continuing operations, which excludes the operating results from MMP and these compares with consensus expectations of $0.15 earnings per share for the quarter. Now, a schedule is attached on page eight of our release this morning and that serves the outline the adjusted numbers for the years’ 2010, 2011 and 2012 to reclassify MMP. It is also important to understand that the gain on the sale of this operation will be recognized only when this transaction closes and of course, the again will be classified under discontinued operations when the transaction closes. Now let me walk you through some of the highlights and important information included in these adjustments to reclassify MMP results as discontinued operations. Now looking at that scheduler on…

Thank you, Ware. I think to start but I would like to remind everyone is that while the sale of MMP tends to cause some degree of confusion in the numbers and clouds the picture a bit, what’s really important to us today is that we have reported through six months growth in revenue, growth in organic revenue, growth in EPS, growth in margin and growth in EBITDA. And those are all very positive signs for the company as we plan for our future. So I don’t want that to get lost in the confusion of the MMP transaction. Now, with respect to that transaction, the proceeds that we will get, will be used first to reduce our leverage and second to continue to invest in and make acquisitions in our two core businesses, financial services and employee services. We have no intention at this point to go into any other businesses as Ware points out our acquisition pipeline remains strong and we expect over the next year or so to redeploy the net proceeds without bringing our leverage back to the 3.5 times level where it was before. So the proceeds will be used for investment in and acquisitions for our core businesses. Ware also points out that this transaction will have minimal impact on the G&A for the rest of the company. With respect to the convertible debt, I’d like to remind everyone that debt is due in almost two years from now. Our intention has been and we’ve been public about it to reduce our leverage so far where it’s most likely that we will refinance that debt with something other than it convert. This transaction that we completed we’ll help us -- do that. At this point, we will probably begin to look at financing alternatives…

Thank you. (Operator Instructions) Our first question will come from Josh Vogel, Sidoti & Company. Please go ahead. Josh Vogel - Sidoti & Company: Thank you. Good morning, Steve and Ware.

Hey, Josh.

Hi, Josh Josh Vogel - Sidoti & Company: With regard to MMP, were earnings each quarter approximately $0.04, or was there any seasonality there regarding margins. I’m just trying to get a better handle on how quarterly EPS should track throughout the year going forward? And also where could you potentially give us what the Q3 and Q4 EPS were in 2012 ex-MMP?

Yeah. First of all, that in with respect to the first part of the question, you’re right, there is very little seasonality to the MMP business. So generally their quarterly contribution is ranged between $0.03 to $0.05. So $0.04 kind of normalized run rate is a good run rate for you to use. So if you look at the 2012 adjusted results to exclude MMP that’s kind of what you get, is kind of an $0.08 adjustment on the first half of 2012. Josh Vogel - Sidoti & Company: Okay.

I don’t have the details of the upcoming Q3 and Q4 restatement with me. But I think given that guidance of $0.03 to $0.04 per share on the MMP results, I think that’s a good start for you to go with. Josh Vogel - Sidoti & Company: Okay. Great. And with regard to your comments about share count, I know you expected to be roughly flat year-over-year for 2013. But in environment where nothing changes, no more share buybacks or acquisitions, or anything should we be expecting 2014 to be in like the $46 million range?

Yeah. That’s a good comment. Obviously, on a weighted average basis you’re familiar with the fact that at the later in the year you make the transactions like this, it has very little impact in the current year. So, yes, absent all the other items. And there are a number of moving pieces and parts with respect to the share count calculation. Absent that, you should expect some decline in ‘14 versus ‘13.

Yeah. Josh let me add to that, however, two cautions. One is, that each year, we attempted to repurchase during the year, the shares were likely to issue for equity grants and acquisitions. So that’s probably an additive number in 2014, which could take that number up a little bit. In addition to which the convertible debt has, as it -- as I know you’re aware of the strike price of $7.41. To the extent the stock trades quarterly on an average above $7.41 then we may have some share -- then we will have some additional accrual of shares opposite that potential payment, which could raise the share price, the number of shares outstanding higher as well. So you really have two factors that will increase it and the one factor which was the shares that we purchase decreasing it. So it’s a little bit hard today for us to actually zeroing or what that numbers most likely to be next year. Josh Vogel - Sidoti & Company: Okay. That makes sense. Can you remind us of the potential dilutive impact if the converge is triggered?

Yeah. I will give you an illustration. There is 17.5 million underlying shares with the convert. So when you do the math and let’s assume a $1 gain or an $8.41 average share price, that would result in roughly 2 million shares, I mean, added to the share count. Josh Vogel - Sidoti & Company: Great.

Over and again the $8.41 would be the average price over an entire year. Josh Vogel - Sidoti & Company: Okay.

Let me also, Josh, let me also remind you that, that the payment of any equity attributed to the stock price above the strike price is at our option in shares or cash. Josh Vogel - Sidoti & Company: Right. Okay. Great. Just one more and I’ll jump back in the queue. Is the MMP business was a lower margin profile and historically or in the prior cycle peak you hit about like a little over 7% pre-tax margin? Is that a margin you’re thinking get back to over the next couple of years?

Yeah, Josh. I don’t think there is any reason why we shouldn’t be able to do that. As we continue to grow, we will begin again to leverage our G&A infrastructure. And as we make acquisitions, of course, there is a very little G&A infrastructure needed to integrate newly acquired operations. So those operations come in at quite a bit higher margin and we should be able to average it backup for sure. Josh Vogel - Sidoti & Company: Okay. That’s all I have now. Thank you very much.

Our next question comes from Jim Macdonald of First Analysis. Please go ahead.

Yeah. Good morning, guys. Congratulations on selling MMP.

Thank you.

Thanks, Jim.

First one request, may be it would be helpful, although I could try to recreate it, but if you would give out Q3 and Q4 pro forma numbers as well. So, I think, Josh, was kind of go in there? But my first question is, can you talk a little bit about the loan line availability, now that you’re going to have less EBITDA? So I presume that loan line availability top end number will go down a bit, right?

Yeah. That’s a good observation. We have probably even before the sale $40 million to $50 million of unused availability in that loan. Now clearly there is an adjustment in the total availability as the overall EBITDA goes down, but net of the proceeds that $40 to $50 should maybe double in terms of the availability as we look and that includes deploying proceeds for the share repurchase we talked about. So our availability only gets better not worse in terms of the availability against the line of credit.

Yeah. Jim, I think, it’s important is here to note that the covenants in the bank deal did not change, with the continued great support of our back banks they just left the two deal the way it was. So we actually as where points out pick up significant additional availability with this transaction not that we needed it before but that’s the net effect of it. So whatever the covenants are that’s in the existing agreement including step downs, everything just stayed the same.

Okay. So it’s staying the same with the $275 million kind of top limit but you’re not going to be able to get there presumably because of the EBITDA limit will trump that limit?

Well, that’s right.

That’s right.

That’s right.

Okay. And just one more sort of deal related, I think, so that in terms of the convertible debt that probably is going to have to be dealt with like two years from now, right, there was, the previous one you dealt with a little bit early, but you sort of replacing it. Is it your belief that you’ll be basically approaching 2015 trying to do the refinancing when it matures?

Yeah. That’s our intension. That, as we prepare for it in the middle of next year in order to replace it when it becomes due mid 2015.

Okay. And just kind of a hypothetical question, I mean if the stock continues to trade above the Westbury $7.25 option price, wouldn’t that give you some reason possibly to consider exercising that option or maybe extending that option?

Well, it would give you a reason to consider it. I think the bigger issue for us is the desire to keep as much powder dry to invest in the businesses. We -- the Westbury transaction, we are putting up $25 million to buy the rest of and even at $7.25 price, will be another $25 million, that’s to big of investment in the shares that we want to make at this point in time, we’d much rather have that available for our future acquisitions in the company.

Okay. And just back on the business, it sounds like you’re much more positive now as the case is anything particularly changed in the market environment and as you a more specifically get closer to the October if Affordable Care Act, I guess sort of the beginning of the open period. You mentioned that that’s causing a lot of conversations? Do you think it will actually result in improved commission dollars for you?

Let me answer it this way, I think we’ve indicated in the past that the economic turnaround in this country is likely to be longer and slower than people first thought or even desired and I think that continues to be true. I think what’s important to us is that, we’ve been fighting headwinds for the last few years across a bunch of fronts and we’re picking up a little bit of a tailwind and that’s being reflected in the numbers. So, I think that the outlook is cautiously more positive than it’s been in the last few years. But we’re still not in a robust economy and there is still a lot of hard work yet to be done but I do think we’re more cautiously optimistic than we have been before as to what the outlook looks like. With respect to the Affordable Care Act, with the most recent announcements which delayed for another year, the corporate side of this. We are the dialogue is continuing. I think we’re picking up some new clients. I think we’re retaining -- our retention rates are up as a result of the work we are doing and proving that we are thought leader in this area. But I wouldn’t say it was a huge windfall for anybody at this point because a lot of this has been pushed off another year. So I think we’ll pickup business on the Affordable Care Act. I think our other businesses continued to be strong, investments we’ve made over the last two years are starting to payoff a little bit. So I think that’s where the optimism comes from as opposed to being able to identify a particular factor in the market.

Thanks very much.

Our next question comes from Robert Kirkpatrick of Cardinal Capital Management. Please go ahead.

Good morning and congratulations on your strategic notes.

Thanks Rob.

One question would be, as we look out over the next half dozen years or something, should we expect CBIZ to operate with any differing degree of financial leverage, you talked about being at the three times level, is that really where we should expect kind of a steady-state to remain?

Well, it’s going to go up and down, if we have good acquisition opportunities, we are more incline to leverage up a little bit. I don’t think anyone in the company was ever uncomfortable at 3.5 times or 3.7 because of the extraordinarily strong and consistent cash flow. So I think we are very comfortable at a little bit higher level. I think the economic reality is such that if you want to refinance the convert to something else, you just -- we just know we need to be lower. So to the extent that around 3, maybe its 3.25, maybe it’s 2.75 is probably where we’ll come out. Subject to this transformational opportunity which may come our way one of these days where the right long-term strategy would be to lever up even more to do something really spectacular. So we have a strategic target at the 3 plus or minus a quarter, but it could change something really big happened. And said the other way, we are very particular in our acquisitions and is very, it just as possible if we can find things that fit culturally and lead to our growth than the natural cash flow of the company will drive the leverage down, but target-wise we’ll probably have a little bit lower target as we get close to 2015.

Okay. And then just to remind us on the option on the Westbury shares, those shares, there are still subject to the option until the option expires, correct?

That’s correct. Till the end of…

There is not an early release of the option in any sense?

No. There was no early release, no was there an extension.

Great. Thank you so much.

(Operator Instructions) I’m showing no further questions. We’ll conclude our question-and-answer session. I’d like to turn the conference back over to Mr. Gerard for any closing remarks.

Okay. Thank you. Thank you for everyone who called in. This has been a good quarter for us. It’s been an exciting quarter. A lot of people work very, very hard to get where we are. To our associates who are listening in, thank you for your hard work in the quarter. As I said, before, I hope this, we can continue to take advantage of these tailwinds and even grow faster than we’ve been able to. To our associates who are still our associates in MMP, I want to thank you, as I did this morning in the e-mail for your continued support and your hard work and professionalism which you brought to CBIZ, and I wish you and we wish you the very best going forward. And to everyone else, we will look forward to providing you with the third quarter numbers and hopefully continued growth at that time. With that, thank you very much.

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.