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CBIZ Inc. (NYSE:CBZ)

Q4 2008 Earnings Call

February 12, 2009 11:00 a.m. ET

Executives

Steven Gerard – Chairman and Chief Executive Officer

Ware Grove – Chief Financial Officer

Analysts

Jim Macdonald – First Analysis Corp

Josh Vogel – Sidotti & Company

Bill Sutherland – Boenning & Scattergood, Inc.

Robert Kerrbecker – Cardinal Capital

Vincent Colicchio – Noble Financial Group

Operator

Good morning ladies and gentlemen and welcome to the CBIZ fourth quarter and year-end 2008 conference call. At this time all participants are in a listen only mode. Later we will conduct a question and answer session. Please note that this conference is being recorded. I will now turn the call over to Mr. Steven Gerard. Mr. Gerard you may begin.

Steven Gerard

Thank you, John, and good morning everyone. Thank you for calling in to CBIZ's 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 of our conference calls this call is intended to answer the questions of our share holders and analysts.

If there are media representatives on the call you are welcome to listen in, however, I ask that 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 management's intentions, hopes, beliefs, expectations, and predictions of the future. Actual results can and sometimes due 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 are 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 premiere 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 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 then I'll return to talk more about 2009.

Ware Grove

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 to 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 in 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 increase by 7.2% in our national practices segment which is comprised primarily our technology services business units.

And in our medical management professionals group the same unit revenue in the fourth quarter declined by one-half of 1% 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 professional segment, and in our national practices segment which again is comprised primarily of our technology services business units same revenue declined by 1 1/2% 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 a offsetting charge to other income or expense so that there is no impact to pre-tax 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 and the impact of this non-cash impairment charge on full year pre-tax income margin is 32 basis points.

For the full year ended December 31, 2008 the margin on pre-tax income was 7.7% and that compares with a margin of 7.6% for 2007, again 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 for 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 and that compares with $0.43 per fully diluted share for 2007 when you exclude the impact of the $0.07 per share of 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. And 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. Now during the fourth quarter we also 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 and in addition to increasing the facility size we are 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 31st.

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 non-cash 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 comment we spent approximately $8.1 million for capital spending of which $2.8 million was in the fourth quarter.

As we have comment 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 and then 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 accredited results. And since December 31, 2008 we have repurchased approximately 610,000 shares through a 10B51 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 will be approximately 2.3 times or about 1.3 times considering the short term bank debt only.

Days sales outstanding on client recievables stood at 67 days at the end of December 2008. And 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 recievables very carefully.

We have not experienced any significant slowdown in client receivable collections, however, we have seen some isolated slowdowns in payments and as we assess specific client reciebables we increased our bad debt expense in 2008 to approximately 1.0% of revenue which is up from approximately .6/10% of revenue in 2007.

And, of course, this increase in expense impacted our pre-tax income margin in 2008. Now as many of you know beginning in 2009 a new accounting treatment for convertible debt APB14-1 is required to be implemented. This will require that we record a non-cash interest expense in addition the 3 1/8% coupon rate on the $100 million subordinated convertible notes that we issued in May of 2006.

Implementation of APB14-1 will also require that we retrospectively record this additional non-cash 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 non-cash charge of approximately $3.8 million in 2009. And as we restate 2008 as required this will result in a non-cash charge of approximately $3.5 million for 2008.

These non-cash charges will impact reported earnings per share by approximately $0.04 per share in each year, 2008 and 2009. 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 APB14-1 plus all other non-cash charges in comparing 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 non-cash items such as depreciation, amortization, non-cash impairment charges, non-cash stock compensation expenses, and other non-cash charges to earnings.

And we will provide a schedule when we issue this 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 in 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 a 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 acreditive 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 is 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, however, expected in 2009 our ability to improve margins will be difficult. And 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 continued 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. We are pleased to have a very solid foundation of recurring client relationships. And as a business comprised of professionals who serve clients CBIZ remains committed to having the professionals and the resources in place to serve our long standing clients with a continuing level of excellence in our services.

Operating successfully and reporting 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 to our share holders in this very tough environment and then in years to come.

So with those comments let me conclude and I'll turn it back over to Steve.

Steven Gerard

Thank you, Ware, let me start by repeating what Ware said. We are 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 we are 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 continued to be on or ahead of plan. And unlike many companies CBIZ continued to generate strong earnings in cash flow through the fourth quarter and throughout 2008.

However, not withstanding our successes and our strong position we approach 2009 as Ware said with a degree of caution. There is no question we're 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 it's 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 acreditive 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 who's practices disbanded or who lost their hospital contracts in 2008.

I expect our technology business will worse case have flat revenue but improved operating margins. In regard to our technology business I am extremely pleased to announce that we have resigned 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 premiere 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 I'm 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.

I am 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. And 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. And in that scenario we would be very pleased with a 10 to 15% growth.

I believe it's 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'd like to stop and take questions from our share holders and analysts.

Question-and-Answer Session

Operator

(Operator instructions). And our first question comes from Josh Vogel from Sidotti & Company, please go ahead.

Josh Vogel – Sidotti & Company

Thank you guys, good morning, Steve, Ware, and Laurie. Steve, you did a good job leading in my first question here which was about the guidance or more specifically when you guys discussed the two acquisitions made in December and that they would add $0.04 I was wondering if that $0.04 that you were looking at included any incremental interest expense on the credit facility?

Ware Grove

Yes, Josh, this is Ware. Thanks for your comments. Yes it does, that's an all end cost including the anticipated interest expense that we would incur in 2009 to finance the cost of the acquisition.

Steven Gerard

But Josh, it also included the expected growth rate for those two acquisitions, as well.

Josh Vogel – Sidotti & Company

Right, okay. I'm 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 I'm doing my math wrong or if you're 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 wasn't sure.

Steven Gerard

Well, as usual your math is correct. The fact of the matter as Ware said in his presentation that we expect organic rate to be in the 3 to 5% this year. That's all in. So whether it comes from the existing businesses, more or less than the new business, it just isn't clear at this point.

We’re 30 days into the most unusual year we've ever seen. And I said we just don’t know so we’re targeting 3 to 5 organic the balance via acquisitions but you can – we can't at this point draw a conclusion that that 93 is going to be less. We just don't know.

Josh Vogel – Sidotti & Company

Okay, that's helpful. Thank you. And just switching gears I am just wondering you know if you have any updates on the current legislative environment? One with the on the Medicare reimbursement side and two if we were to see a nationalize health care system could you maybe just give us some sort of idea on you know 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

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 MMP's business is Medicare related.

Anything that drives more people to hospitals such as a universal health care program will or should benefit MMP because more people who need hospital care will go to a hospital and people who historically have gone where they didn't pay – the hospitals will get paid which means the doctors get paid.

So universal health care and some of the things that are being talked about should bode well when implemented for the MMP business assuming there isn't an offset somewhere to fund some of this. And one of the things that isn't clear is well where is all the money going to come from. And will there be, for example, will there be universal health care but reductions in reimbursement rates?

The answer is we just don’t know. I believe, I think MMP believes that, more expansive health care 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 don’t 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 don’t see it necessarily 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 – Sidotti & Company

All right, okay, that's very helpful. Thanks a lot.

Operator

Our next question comes from Jim Macdonald from First Analysis, please go ahead.

Jim Macdonald – First Analysis

Good morning guys.

Steve Gerard

Hey Jim.

Ware Grove

Hey Jim.

Jim Macdonald – First Analysis

On the acquisitions of Mahoney and Tofias how would you say they're 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 timings?

Steve Gerard

Okay there were 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 and everybody was enrolled in benefits and everybody got paid their first paycheck.

And 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're 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 we're going to see any significant issues in 2008 with them other than what might be driven plus or minus by the economy.

With, oh 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 there is no different. 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 freer payouts based on performance. And the performance has growth built into it and we paid cash and stock for both.

And very traditional transactions and we're just – we couldn’t be happier with the quality of the firms we acquired.

Jim Macdonald – First Analysis

Okay, moving over to the MMP side. Is any of the softness due to more competition in that area, price competition?

Steve Gerard

There is 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 look to lower expenses.

The number one expense of a hospital based physician group is the outsourced billing and collection business. And there is clearly pricing pressure. We have seen on our renewal contracts pricing pressure and we have seen pricing pressure from comp competitors in the market place.

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. And we've lost some business due to fees for sure, and we've signed up some business because we're lower fee rates.

We still maintain a significant margin improvement over our competitors with respect to what we get paid. But yes there has 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

And could you explain your comment about doctors losing their affiliation with the hospitals and then I'll get back in the queue. Thank you.

Steve Gerard

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 medical – there are doctor services, outsourcing services that are taking up the space that some of our groups had. And there was the normal disbanding of the doctor groups that we always see. It was just percentage in '08 than we've seen before.

It wasn’t the primary driver but as we drill down to say Okay, what, you know, why are we are expecting flat results. We've 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.

Jim Macdonald – First Analysis

Okay. Thanks.

Operator

Our next question comes from Robert Kerrbecker from Cardinal Capital. Please go ahead.

Robert Kerrbecker – Cardinal Capital

Good morning, lady and gentlemen. Is your – also where an accounting chain on the way earn outs accounted for and if what will the effect of that be in '09 and beyond?

Ware Gore

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 Kerrbecker – Cardinal Capital

Okay. What's the gross amount of targeted earn outs for 2009, assuming everyone hits their plan?

Ware Gore

The cash requirements in 2009 for earn outs would be approximately $15 million.

Robert Kerrbecker – Cardinal Capital

Would there be significant amount stock on top of that?

Ware Gore

No, typically our transactions are about 90% cash, 10% stock but, you know, kind of around that dispersion.

Robert Kerrbecker – Cardinal Capital

Okay. And Steve, could you comment on what the MNA 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 a size in a year in which you just completed a couple large ones at the end of the year?

Steven Gerard

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 on the financial services business, accounting firms don't change hands in the first half of the year anyway because that’s their busy season.

With respect to our appetite, its unchanged. With respect to availability of financing, its not an issue. What we're seeing in the market is a couple of things. We're a greater level of interest in the financial services group because of the acquisition of two marquee names in the industry.

We're seeing the normal pattern in the employee services group and in the MNP area that we've seen before. So, I don't see any significant changes. We don't typically go after businesses that are in distress so the decline in success of certain businesses may not an area of focus for us. But within the employee services groups, certainly there is the usual number of $3 to $10 million revenue group health and PMC firms that we normally look at.

So I would say that the landscape is relatively unchanged. We're seeing little activity in financial services or in employee services from the private – any new private equity entrance, although there were some in there that was still active.

So I would say that there really isn't been a great deal of change in the last six months.

Robert Kerrbecker – Cardinal Capital

Okay. And then finally, where does your convertible debt trade and if it does, kind of what's the pricing been on it during (inaudible) in the financial market. Then finally are there any bank debt restrictions on repurchasing any of that in the open market?

Steven Gerard

Yes, Rob, our convertible debt doesn’t trade a lot. It's been some time since I've 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 can't give you an actual rate at this point in time.

We don't have I believe any restrictions in our financing. As we comment before, we can do acquisitions, share REIT purchases. We have some added flexibility now to do additional financing transactions outside of the revolver. And I don't know that there are any restrictions on buying back convertible debt at this point.

Robert Kerrbecker – Cardinal Capital

What does that mean additional financing transactions outside of the revolver?

Steven Gerard

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 this facility this fall.

Robert Kerrbecker – Cardinal Capital

So for example, you could issue another junior debt security to this bank, is that what you're trying to say?

Steven Gerard

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 Kerrbecker – Cardinal Capital

Great. Thank you so much for clarifying that.

Operator

Our next question comes from Bill Sutherland from Boenning Inc. Please go ahead.

Bill Sutherland – Boenning & Scattergood, Inc.

Thanks, Skye, and good morning. A couple of things, in the numbers are you looking for any, in the group health benefit side any pricing improvement?

Steven Gerard

We are expecting some modest price improvement in the group health over this year, yes.

Bill Sutherland – Boenning & Scattergood, Inc.

Okay. You know I wasn’t sure whether the impact of declining employment, whether that would be leveled out.

Steven Gerard

Well, the answer, Bill, is we don't know.

Bill Sutherland – Boenning & Scattergood, Inc.

Okay.

Steven Gerard

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. That’s exactly the right question. I can tell you with the renewals so far, we're not seeing a dramatic reduction, but our cautiousness comes in part from the fact that not 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 shoes to drop and that’s really what we can't see. If we had certainty that it would stop where we were today, our guidance might have been slightly different. But we just don't know.

Bill Sutherland – Boenning & Scattergood, Inc.

And hows the pricing looking in your financial services, you know, the core of the part of the practice?

Steven Gerard

Our pricing is okay. Typically what happens primarily in the accounting group is that rates increase year-over-year to cover increases in compensation. There's a little bit of push back 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 client has a little bit of problems. So that’s why I said in my presentation that we're seeing some pricing pressure. It's not consistent to where we can pick trend up but pricing went up and there'll be some push back from clients.

The question will be, come June, how much of that stuck and how of it didn’t.

Bill Sutherland – Boenning & Scattergood, Inc.

On MMP side, is that issue that you spoke to related only to radiology? The debts of reduction act impact?

Steven Gerard

No, what I'm saying is that the pricing pressure for all of our practices continues. It was most notable in radiology.

Bill Sutherland – Boenning & Scattergood, Inc.

Okay.

Steven Gerard

On the emergency room side of it, it was less visible so far.

Bill Sutherland – Boenning & Scattergood, Inc.

Have you been, I know you have incentives to increase a debt what you do offshore without impairing the reputation of your service. How are you doing there? I know you’ve got some duplicate of expenses.

Steven Gerard

Yes. I think we're doing very well there. We have about 40% of our coding now goes offshore. We had duplicative expenses through last year. We've done a pretty good in bringing those out where we could and there were some places, you couldn’t.

We are now experimenting with offshoring a number of the other functions and they're doing a very good job at 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 we're looking at offshoring. We're at technology changes. We're looking office consolidations, looking at head count reductions, all of the things that you would expect a well run business to do, they're doing.

Bill Sutherland – Boenning & Scattergood, Inc.

Okay. I certainly, Steve, appreciate your approach to the guidance and you know the caution given all the uncertainty. I'm actually surprised that you are, you know, factoring in organic growth. Just when I do simple math related to the expected impact of the two year-end acquisitions because it just that on a simple math basis, I'm backing out to zero to slightly negative, at least in terms of earnings from the Legacy company.

If acquisitions are truly bringing in something on the order of $0.08, so is it just further caution on that?

Steven Gerard

Well within the $0.08, Bill, was the expected growth of those two businesses which represent 25% of the financial services group. So we're 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 don't get to – you get a number that’s different than the 10 to 15% and we just sort of paired – we've paired it back knowing the numbers don't add up.

Bill Sutherland – Boenning & Scattergood, Inc.

Okay. I appreciate that. Thanks, Steve.

Operator

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

Jim Macdonald – First Analysis Group

Yes, a couple of followups. Can you talk about the impact of lower interest rates on your client funds and kind of where you have that invested? What kind of interest rates you're getting?

Steven Gerard

Yes, Jim. That’s a good question. Its not a big piece of our revenue for the payroll business but the funds that we invest are typically $55 to $65 million and growing as that business grows.

Last year the interest rate, and we typically invest in tax free instruments because of our tax rate and we do a little on bottom line when we invest in, knowing that the reporting of the revenue will not as much as if we were investing in normal instruments.

We expect probably a 100 basis point decline in the interest rate in 2009 versus what we achieved in 2008. So that could be, you know $500,000 or $600,000 difference had we not had lower interest rate in 2009.

Jim MacDonald – First Analysis Group

Okay. Could you explain how you have 214 million line you seem to be away from that limit. Do you expect it to get that limit?

Steven Gerard

Now we have plenty of capacity, Jim. I think you're reading properly. We're at year-end at $125 million which includes the initial payments to close the acquisitions. Now remember that seasonally we tend to use a little cash in the first three and four months.

So we'll peak at the higher rates than $125 million and we would expect to report something slightly higher that on March 31st. But we still have plenty of cushion. And then from March 31st on, we would seasonally expect to generate cash and then reduce the debt balance on that facility.

Jim MacDonald – First Analysis Group

I think you said in the prepared remarks something about pro forma earnings of $.87 which seems like pretty big, maybe I heard it wrong, but a pretty good (inaudible) earnings. Could you go over that a little bit?

Steven Gerard

Well yes and from everyone whose on the call, when we typically followup this conference call with a filing of AK 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.

Then you add back about $3.7 million for non cash stock compensation related expenses and then the non-cash impairment that we comment on, you get that $.87, more or less. I mean that’s the calculation. I havent given you every single line item but those are the big ones.

Jim MacDonald – First Analysis Group

Why are you adding back the DNA? Is that all acquisition related or why would, what's the basis of adding that back?

Steven Gerard

Well, its non-cash expense and you know, in converting from GAAP earnings to cash earnings, we would add back the non-cash expenses like that.

Jim MacDonald – First Analysis Group

Okay. Thanks.

Operator

Our next questions from Vincent Colicchio with Noble Financial. Please go ahead.

Vincent Colicchio – Noble Financial Group

Good morning. Could you give us an update, Steve, on your cross selling efforts and what kind of contribution you're expecting there this year?

Steven Gerard

Sure, Vince, I'd 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 for cross serving. So it continues to grow albeit a slightly slower rate last year.

Our target for 2009 is much higher than that. we've taken a number of internal steps including designating a full life resource to manage this, changing the compensation, or we expect to change the compensation in the goal setting scheme that we have.

So we're proactively going to manage it 2009 but we expect in '09 for it continue to add incremental first year revenue.

Vincent Colicchio – Noble Financial Group

My other questions are answered. Thank you.

Steven Gerard

Thank you, Vince.

Operator

(Operator Instructions). Robert Kirkpatrick on the line with a followup. Please go ahead.

Robert Kirkpatrick

Thank you. Steve, is there to be much effect expected on (inaudible) stimulus package which appears to have now passed down in Washington?

Steven Gerard

Rob, I don't know the answer to that. Everything I saw last week suggested that half of the stimulus package was basically unstimulating. So I need to figure out what's truly stimulating in the new – in what's going to be passed. Anything that puts more people to work and employment goes up and people hire, that’s good for our businesses.

As new businesses are created that’s good for our business. But I would view it – I'm going to look at the detail to see if there is 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, there likely not to have much impact in 2009.

Their more likely to affect us in the future. So I'm hopeful that the stimulus package will in fact set the economy on a better road than it appears to be heading now.

Robert Kirkpatrick

Okay and then a few things for Ware just some nitpicking items. One where the shares at the end of the period were higher than the average I assume that is due to the shares issued win conjunction with the acquisitions at the end of the quarter?

Ware Grove

Yes, we did issue some shares as I said typically the split is 90% cash, 10% shares. So there was some share count increase when we closed the acquisitions.

Robert Kirkpatrick

Okay and then did you say stock comp for the year was 3.89? Is that what you just?

Ware Grove

$3.7 million, Rob.

Robert Kirkpatrick

$3.7 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 at large acquisitions?

Ware Grove

Yes, you're right. We haven't talked about amortization expense for '09 but you're 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

Great. Thank you so much and congratulations.

Ware Grove

Thanks, Rob.

Steven Gerard

Thank you.

Operator

Once again if you have a question please press star then 1 on your touchtone phone. And at this time I show no questions.

Steve Gerard

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 didn’t know which way the country was going, the economy was going, you provided advice, support, and products that helped them.

The results that we recorded in 2008 like in prior years could never have been done without your dedication and hard word. 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 we've 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 today's conference. Thank you for participating you may all disconnect.

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Source: CBIZ Inc., Q4 2008 Earnings Call Transcript
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