Ware H. Grove
Analyst · CJS Securities
Yes. Thank you, Jerry, and good morning, everyone. With the Marcum transaction that closed November 1, this impacts the consolidated fourth quarter and year-end results released this morning. There is a lot to unpack. Let me get started with some of the key highlights. I think the central issue to emphasize this morning is the full year outlook for the consolidated business in 2025. The health of the business is good. Of highest importance, our full year outlook for 2025 is in line with the general guidance we provided when we first announced the transaction in mid-2024. But before we dig into expectations for '25, recognizing the optics of the short stub period in 2024 may present a challenge. Let me share a few brief comments on 2024 results. When we provided an update to our guidance at the end of the third quarter last year, we commented that if the Marcum transaction closed in the fourth quarter, the impact for the short stub period would greatly amplify the seasonal nature of our fourth quarter results. For this reason, we have typically closed financial services acquisitions early in the year rather than in the fourth quarter. Closing the transaction in November, however, was a decision we made to accelerate progress towards integrating the business to enable planning as we prepare for a strong full year 2025. There is a significant seasonal loss from the newly acquired Marcum operations for the months of November and December that is characteristic of the Accounting & Tax business. Plus there are significant onetime transaction and integration costs. The seasonal nature of the November and December operating results were the core tax and accounting business is not unique to Marcum. Without the benefit of nonseasonal business services such as Benefits and Insurance, Government Health Care Consulting or others within the CBIZ mix of services, we experienced a similar seasonality in our core CBIZ tax and accounting business. Also consider that in the fourth quarter, with a heavy load of tax work being done in connection with the October 15 extended filing deadlines for corporate and personal tax returns, October is typically a very strong and profitable month. Without contributions from October activity, the fourth quarter seasonal operating loss reported for the newly acquired Marcum operations is greatly amplified. The additional amortization expense of $8.9 million, plus the incremental interest expense of $14.5 million, further increases the seasonal operating loss. So that you can better understand the disproportionate impact from the acquisition for the short stub period, you can find an outline of those items in the supplemental non-GAAP schedule included in the release this morning. In the fourth quarter, total revenue was up 40.5%. There was $108.9 million or a 33.2% increase in revenue attributed to the newly acquired Marcum operations with a 7.3% increase in revenue when you exclude the contributions from the newly acquired Marcum operations. Same-unit revenue was up 6.4% in the fourth quarter. Same-unit revenue for Financial Services was up 7.2% in the fourth quarter. And within Benefits and Insurance, the same-unit revenue grew by 3.8% in the fourth quarter. For the full year, total revenue was up 14% with $108.9 million or 6.8% increase attributed to the newly acquired Marcum operations. Excluding that portion of revenue attributed to Marcum, total revenue was up 7.1% with same-unit revenue up 4.8% for the full year. Same-unit revenue for Financial Services was up 4.8% for the full year, and same-unit revenue for Benefits and Insurance was up 4.0%. Comparing the 7.1% increase to the previous full year revenue growth expectations that were within a range of 7% to 9% for CBIZ, which excluded the potential impact from Marcum, we can see that full year revenue growth was within that range. The supplemental schedule included in the release reconciles the GAAP reported earnings information to a non-GAAP result that excludes the impact of the acquisition. This schedule reflects that when eliminating the operating results from Marcum, plus the transaction integration expenses and normalizing the tax rate and share count impact to exclude the impact of the acquisition, the result is a non-GAAP adjusted earnings per share of $2.67 in 2024. This is a 10.8% increase over the $2.41 adjusted earnings per share reported the prior year, and that is within the 10% to 12% growth range that we outlined at the end of the third quarter. The total consolidated depreciation and amortization reported at $48.1 million for 2024, we can attribute approximately $38 million to CBIZ if we exclude the incremental amount from Marcum. In a similar manner, the interest expense attributed to CBIZ is approximately $19.9 million if we eliminate the incremental amount arising from the Marcum acquisition. With this information, you can determine that eliminating the impact of the acquisition, adjusted EBITDA was up approximately 9% to 10% over the prior year. Adjusting for the incremental impact of the acquisition, we are pleased that CBIZ results were in line with expectations for the full year of 2024. Looking ahead now to 2025. We expect total revenue within a range of $2.9 billion to $2.95 billion. Revenue growth in 2025 will largely be organic as we focus on integration activities. Because we have a short stub period of consolidated results in 2024, year-over-year comparisons will not be readily available throughout next year. With this range of revenue growth, we expect to achieve revenue growth in the mid-single-digit range. In July of '24, when we announced the signing of this agreement, we outlined an expectation that 2025 combined results would be approximately 10% accretive to adjusted earnings per share compared with CBIZ expected performance without the acquisition. In line with this earlier projection, our expectation for 2025 calls for adjusted earnings per share within a range of $3.60 to $3.65 per share. In addition to adjusting to eliminate integration and other acquisition-related costs, going forward, the adjusted earnings per share will eliminate the noncash amortization expense associated with acquisition activity. Noncash amortization for next year will include an incremental layer of $52 million resulting from the Marcum acquisition, plus the prior level of acquisition-related amortization at $23 million a year for a total consolidated amount of approximately $75 million in 2025. Depreciation is expected at approximately $22 million for 2025. Adjusted EBITDA for 2025 is expected at approximately $455 million. Adjusted EBITDA will eliminate the same types of items described in arriving at adjusted earnings per share. An item we highlighted when we announced the signing of the transaction back in July last year was the favorable cash flow value of the goodwill deduction for tax purposes. This item will not impact the reported effective tax rate for the income statement and related earnings per share, but it will serve to enhance cash flow by creating a substantial noncash element to tax expense, and this will get reported through the statement of cash flows. We do not currently report a cash flow metric that captures this, but we will evaluate this as we go through 2025 with quarterly reporting on a fully consolidated basis. We estimate the cash flow benefit at approximately $15 million for 2025 growing to approximately $30 million a year as shares are fully issued through installments over the next 24 months. I understand that some who are on this call have considered this favorable cash flow item as a potential enhancement to EBITDA. So I am outlining this item, and you can make the adjustment as you think appropriate. Total debt at year-end 2024 was $1.42 billion with approximately $550 million of unused capacity within the new $2 billion financing facility. Going forward, the business is expected to continue with the same strong cash flow attributes we have exhibited in the past. If cash flow is fully utilized to reduce leverage, we expect that leverage will approach 2 to 2.25x EBITDA within 24 months and the unused capacity will increase substantially. Included in this projection is the future payment of earn-out obligations of prior acquisitions that are projected at approximately $58 million in 2025, $28 million in 2026 and approximately $8 million in 2027. Interest expense for the full year of 2025 is projected at approximately $100 million. To reach this projected amount, we are projecting a flat rate environment with no change to current rates throughout the year. Of course, as future cash flow is utilized to reduce debt, the interest expense is expected to decline. Capital spending for 2024 was approximately $13 million. On a combined basis going forward, we expect capital spending within a range of $20 million to $25 million. With substantial unused capacity, we can allocate capital to repurchase shares. As the 6-month lockup associated with newly issued shares to Marcum expire, it is natural that some sales may occur as new shareholders pay taxes or raise liquidity for other purposes. As a reminder, the newly issued shares are being issued over a 36-month period. Depending on conditions at the time, we intend to be active with share repurchases later in the year. Without projecting any potential share repurchases, we estimate the 2025 share count at approximately 64.5 million to 65 million fully diluted shares for the full year. Our primary focus in 2025 is to quickly and successfully integrate operations, systems and processes with the newly acquired Marcum organization. As Jerry described, we have a pipeline of potential future strategic acquisition opportunities, and we may have opportunities for additional acquisitions later in 2025 or in early 2026. Beyond 2025, as has been our track record over time, we expect revenue growth to be driven by a combination of organic revenue initiatives supplemented by strategic acquisitions so that organic revenue growth can be equally matched with growth from strategic acquisitions. With greater scale, the operating leverage in the business continues to allow opportunities to expand margins and grow earnings per share and EBITDA at a faster rate than revenue growth. Of course, we are making investments in the business. But as we have in the past, we believe there is an opportunity to improve margin by the same 20 to 50 basis points per year, perhaps more as scale presents greater operating leverage opportunities. We have mentioned approximately $25 million of synergy opportunities over the next 3 years, perhaps more. Some small portion of this may be realized in 2025, but the majority will occur in 2026 and expect it to be more fully realized in the following years. One thing to bear in mind as you project '25 results is with the increased concentration of core tax and accounting business services resulting from the Marcum transaction, this will impact the quarterly seasonality of the business. Using the full year expectation of $3.60 to $3.65 per share, as a general rule, compared with the historic trends with CBIZ, you may see the first half earnings about 10% stronger than prior seasonal patterns with the second half about 10% weaker. So with this information, let me conclude and I'll sum up our outlook for 2025. Revenue is expected within a range of $2.9 billion to $2.95 billion. Revenue growth in '25 will primarily come from organic sources as we focus our efforts on integration activities throughout the year. The tax rate for 2025 is expected at approximately 29%. This rate is driven by the increased concentration of activity with higher state tax rate geographies, such as New York, Mid-Atlantic and New England. Of course, this rate can change as a result of a number of unpredictable factors. The fully diluted weighted average share count is expected at approximately 64.5 million to 65 million shares for the full year. As I commented earlier, this projection does not assume any level of share repurchases in 2025. GAAP earnings per share is expected within a range of $1.97 to $2.02, and adjusted earnings per share for 2025 is expected within a range of $3.60 to $3.65 for the full year. Adjusted EBITDA for 2025 is expected at approximately $455 million for the full year. And of course, for those who want to consider the value of goodwill tax asset adjustment, you would add that amount. So with those comments, I will conclude and I'll turn it back over to Jerry.