Highlights for the Fourth Quarter of
2016:
The Providence Service Corporation (the “Company” or “Providence”)
(Nasdaq:PRSC), a holding company, which owns interests in
subsidiaries and other companies that are primarily engaged in the
provision of healthcare and workforce development services for
public and private sector entities seeking to control costs and
promote positive outcomes, today reported financial results for the
fourth quarter and full year 2016.
James Lindstrom, Chief Executive Officer,
stated, “I am pleased to report on our fourth quarter results,
particularly within our U.S. Healthcare Service businesses, which
encompasses our NET Services and Matrix Investment segments.
Looking forward, our focus over the last twelve months on
strengthening Matrix’s sales capabilities improves our outlook for
growth. Next, LogistiCare’s Member Experience initiative is
building the foundation for improved outcomes and lower costs and
is expected to generate service enhancements and numerous
efficiencies across our expansive nationwide network beginning in
late 2017 and into 2018. Lastly, in our WD Services segment,
despite contract challenges within our offender rehabilitation
program, we are pleased by the progress made on the business
development front (including the UK Work and Health program), the
rollout of the Ingeus Futures initiative, and improved
profitability in Mission Providence.”
As previously reported, on October 19, 2016,
Frazier Healthcare Partners subscribed for a 53.2% equity interest
in Matrix Medical Network (“Matrix” and the “Matrix
Transaction”). For all periods prior to the Matrix
Transaction, Matrix’s results are reported in Discontinued
Operations under the HA Services segment. For all periods
subsequent to the Matrix Transaction, Providence’s retained 46.8%
equity interest is accounted for as an equity method investment
within the Matrix Investment segment within continuing
operations. Matrix’s results are not included within the
Company’s Adjusted EBITDA or Adjusted Net Income for any periods
presented.
Fourth Quarter 2016 Results
For the fourth quarter of 2016, the Company
reported revenue from continuing operations of $386.0 million, an
increase of 3.4% from $373.2 million in the fourth quarter of
2015. Excluding the effects of changes in currency exchange
rates, revenue from continuing operations increased 5.9%.
Net income in the fourth quarter of 2016 was
$82.8 million, or $4.92 per diluted common share, compared to $75.8
million, or $4.05 per diluted common share, in the fourth quarter
of 2015. Included in net income in the fourth quarter of 2016
was an after-tax gain on the Matrix Transaction of $109.4
million. Included in net income in the fourth quarter of 2015
was an after-tax gain on the sale of Human Services of $100.3
million.
Loss from continuing operations, net of tax, in
the fourth quarter of 2016 was $25.7 million, or negative $1.77 per
diluted common share, compared to a loss of $28.6 million, or
negative $1.86 per diluted common share, in the fourth quarter of
2015. Loss from continuing operations, net of tax, in the
fourth quarter of 2016 includes impairment charges of $21.0 million
and restructuring and related charges of $7.4 million.
Restructuring and related charges in the fourth quarter of 2016
include employee separation costs of $4.7 million as well as
third-party consulting and implementation costs related to the
Ingeus Futures and the LogistiCare Member Experience initiatives of
$2.8 million.
Adjusted Net Income in the fourth quarter of
2016 was $6.4 million, or $0.33 per diluted common share, compared
to $4.7 million, or $0.20 per diluted common share, in the fourth
quarter of 2015.
Segment-level Adjusted EBITDA, which excludes
corporate holding company costs, was $24.2 million in the fourth
quarter of 2016, compared to $16.0 million in the fourth quarter of
2015. Adjusted EBITDA, which includes corporate holding
company costs, was $19.3 million in the fourth quarter of 2016,
compared to $12.6 million in the fourth quarter of 2015.
Full Year 2016 Results
For the year ended December 31, 2016, the
Company reported revenue from continuing operations of $1,578.9
million, an increase of 6.8% from $1,478.0 million in the
comparable period of 2015. Excluding the effects of changes
in currency exchange rates, revenue from continuing operations
increased 8.9%.
Net income for the year ended December 31, 2016
was $89.8 million, or $5.07 per diluted common share, compared to
$83.2 million, or $4.26 per diluted common share, in the fourth
quarter of 2015. Included in net income in 2016 was an
after-tax gain on the Matrix Transaction of $109.4 million.
Included in net income in 2015 was an after-tax gain on the sale of
Human Services of $100.3 million.
Loss from continuing operations, net of tax, for
the year ended December 31, 2016 was $18.9 million, or negative
$1.45 per diluted common share, compared to $24.7 million, or
negative $1.83 per diluted common share, in the comparable period
of 2015. Loss from continuing operations, net of tax, for
full year 2016 includes impairment charges of $21.0 million and
restructuring and related charges of $14.4 million.
Restructuring and related charges for full year 2016 include
employee separation costs of $9.8 million as well as third-party
consulting and implementation costs related to the Ingeus Futures
and the LogistiCare Member Experience initiatives of $4.6
million.
Adjusted Net Income for the year ended December
31, 2016 was $29.9 million, or $1.52 per diluted common share,
compared to $29.8 million, or $1.38 per diluted common share, in
the same period last year.
Segment-level Adjusted EBITDA for the year ended
December 31, 2016 was $97.8 million, compared to $91.0 million in
the same period last year. Adjusted EBITDA, which includes
corporate holding company costs, for the year ended December 31,
2016 was $72.2 million, compared to $66.3 million for the year
ended December 31, 2015.
A reconciliation of Adjusted EBITDA, Adjusted
Net Income and Adjusted EPS to the comparable GAAP measure is
presented below.
Share Repurchases
From November 4, 2016 through March 6, 2017 the
Company repurchased 677,451 shares of common stock for $26.2
million, or for an average price of $38.71 per share. Since
beginning to repurchase shares in the fourth quarter of 2015
through March 6, 2017, the Company has repurchased 2.7 million
shares of common stock, or approximately 17.0% of the Company’s
common stock outstanding at the beginning of the fourth quarter of
2015, for $118.2 million, or for an average price of $43.06 per
share.
As previously announced, on October 26, 2016,
the Providence Board of Directors approved a new stock repurchase
program under which the Company may purchase up to $100 million of
its outstanding common stock during the twelve-month period
following the approval date. As of March 6, 2017, $73.8
million of additional share repurchase capacity existed under this
program.
Segment Results
For analysis purposes, the Company provides
revenue, expenses, operating income (loss), income (loss) from
continuing operations, net of taxes, and Adjusted EBITDA on a
segment basis. Segment results include revenue and expenses
incurred by each segment, as well as an allocation of direct
expenses incurred by Corporate on behalf of the segment. No
direct expenses were incurred by Corporate on behalf of the Matrix
Investment segment. Indirect expenses, including unallocated
corporate functions and expenses, such as executive, accounting,
finance, human resources, information technology and legal, as well
as the results of our captive insurance company and elimination
entries recorded in consolidation, are reflected in Corporate and
Other. Beginning in the fourth quarter of 2016, the Company
began excluding third-party consulting and implementation expenses
related to the Ingeus Futures and the LogistiCare Member Experience
initiatives in the calculation of Adjusted EBITDA, Adjusted Net
Income, and Adjusted EPS. The Company has updated all periods
presented to incorporate and reflect these changes, as
applicable.
NET Services
NET Services revenue was $316.7 million for the
fourth quarter of 2016, an increase of 12.9% from $280.4 million in
the fourth quarter of 2015. Operating income was $23.6
million, or 7.4% of revenue, in the fourth quarter of 2016,
compared to $17.3 million, or 6.2% of revenue, in the fourth
quarter of 2015. Included in NET Services operating income in
the fourth quarter of 2016 was $1.7 million of restructuring and
related charges, comprised of $0.9 million in employee separation
costs related to the departure of a former CEO and $0.8 million of
third-party consulting and implementation costs related to the
LogistiCare Member Experience initiative. NET Services
Adjusted EBITDA was $28.8 million, or 9.1% of revenue, in the
fourth quarter of 2016, compared to $19.7 million, or 7.0% of
revenue, in the fourth quarter of 2015.
NET Services revenue was $1,234.4 million for
the year ended December 31, of 2016, an increase of 14.0% from
$1,083.0 million in the comparable period of 2015. Operating
income was $77.1 million, or 6.2% of revenue, for the year ended
December 31, 2016, compared to $71.2 million, or 6.6% of revenue,
for the year ended December 31, 2015. Included in NET
Services operating income in 2016 was $2.9 million of restructuring
and related charges, comprised of $0.9 million in employee
separation costs related to the departure of a former CEO and $2.0
million of third-party consulting and implementation costs related
to the LogistiCare Member Experience initiative. NET Services
Adjusted EBITDA was $92.4 million, or 7.5% of revenue, for the year
ended December 31, 2016, compared to $80.7 million, or 7.4% of
revenue, in the comparable period of 2015.
The increase in NET Services revenue in 2016 was
primarily due to the net positive impact of membership and rate
changes associated with existing contracts and the impact of new
contracts.
WD Services
WD Services revenue for the fourth quarter of
2016 was $69.1 million, a decrease of 25.5% compared to the fourth
quarter of 2015. Excluding the effects of changes in currency
exchange rates, revenue declined 15.6% in the fourth quarter of
2016 versus the fourth quarter of 2015. WD Services incurred
an operating loss of $32.8 million in the fourth quarter of 2016,
compared to an operating loss of $37.8 million in the fourth
quarter of 2015. Included within WD Services operating loss
in the fourth quarter of 2016 was an impairment charge of $19.6
million as well as $5.8 million in restructuring and related costs,
comprised of $3.8 million of employee separation costs related to
redundancy programs and $2.0 million of third-party consulting and
implementation costs related to the Ingeus Futures
initiative. WD Services Adjusted EBITDA was negative $4.5
million, or negative 6.6% of revenue, in the fourth quarter of 2016
compared to negative $3.8 million, or negative 4.0% of revenue, in
the fourth quarter of 2015. Included in WD Services Adjusted
EBITDA in the fourth quarter of 2016 was $1.5 million of losses
associated with the segment’s operations in France and $0.1 million
of losses in geographies, including Sweden, that we are in the
process of exiting.
Revenue for the year ended December 31, 2016 was
$344.4 million, a decrease of 12.8% versus the comparable period of
2015. Excluding the effects of changes in currency exchange
rates, revenue declined 5.1% in the year ended December 31, 2016
versus the year ended December 31, 2015. WD Services incurred
an operating loss of $39.5 million for the year ended December 31,
2016, compared to an operating loss of $42.4 million for the year
ended December 31, 2015. Included within WD Services
operating loss for the year ended December 31, 2016 was an
impairment charge of $19.6 million as well as $11.5 million of
restructuring and related costs, comprised of $9.0 million of
employee separation costs related to redundancy programs and $2.6
million of third-party consulting and implementation costs related
to the Ingeus Futures initiative. WD Services Adjusted EBITDA
was $5.5 million, or 1.6% of revenue, for the year ended December
31, 2016 as compared to $10.3 million, or 2.6% of revenue, for the
year ended December 31, 2015. Included in WD Services
Adjusted EBITDA in 2016 was $5.0 million of losses associated with
the segment’s operations in France and $0.6 million of losses in
geographies, including Sweden, that we are in the process of
exiting.
The decrease in WD Services Adjusted EBITDA in
2016 was primarily due to declining referrals under the segment’s
primary employability program in the UK as well as lower volumes
and unfavorable volume mix shifts under the segment’s offender
rehabilitation program.
Corporate and Other
Corporate and Other incurred a $7.0 million
operating loss in the fourth quarter of 2016, compared to a $3.3
million operating loss in the fourth quarter of 2015. The
operating loss in the fourth quarter of 2016 included a $1.4
million impairment charge related to the sale of certain real
estate assets. Corporate and Other Adjusted EBITDA was
negative $4.9 million in the fourth quarter of 2016 compared to
negative $3.4 million in the fourth quarter of 2015.
Corporate and Other incurred a $29.0 million
operating loss for the year ended December 31, 2016, compared to a
$27.0 million operating loss in the comparable period of
2015. The operating loss in the fourth quarter of 2016
included a $1.4 million impairment charge related to the sale of
certain real estate assets. Corporate and Other Adjusted
EBITDA was negative $25.6 million for the year ended December 31,
2016, compared to negative $24.7 million for the year ended
December 31, 2015. Included within Corporate and Other
Adjusted EBITDA in 2015 and 2016 is $1.4 million and $3.3 million,
respectively, of expense related to a share-based long-term
incentive plan. The amount of expense being recognized under
this plan is contingent upon the Company’s 90-day volume weighted
average share price as of December 31, 2017 equaling approximately
$65.00. No shares will be awarded under this plan unless the
Company’s 90-day volume weighted average share price as of December
31, 2017 exceeds $56.79.
The increase in corporate costs in 2016 versus
the prior-year period was primarily due to a decrease in benefits
associated with favorable claims experiences on our reinsurance and
self-insured programs, partially offset by a decrease in various
professional fees.
Equity Investments
Matrix Investment
As a result of the Matrix Transaction,
Providence holds a 46.8% equity interest in Matrix and accounts for
this interest under the equity method of accounting. For the
year ended December 31, 2016, Providence recorded a loss in equity
earnings of $1.8 million related to its Matrix Investment.
Matrix’s results are not included within the Company’s revenue,
operating income, Adjusted EBITDA, or Adjusted Net Income in any
periods presented. Also as a result of the Matrix
Transaction, Matrix’s balance sheet is no longer consolidated with
Providence’s balance sheet.
For the full year 2016, Matrix’s revenue was
$207.7 million, a decrease of 4.5% from $217.4 million in the
comparable period of 2015. Matrix’s operating income was
$17.8 million, or 8.6% of revenue, for the year ended December 31,
2016, compared to $22.1 million, or 10.2% of revenue, for the year
ended December 31, 2015. Included in Matrix’s operating
income in 2016 is $4.0 million of expense related to transaction
bonuses paid to the Matrix management team as well as $2.4 million
of other transaction related expenses. Matrix’s Adjusted
EBITDA was $51.7 million, or 24.9% of revenue, for the year ended
December 31, 2016, compared to $51.6 million, or 23.7% of revenue,
in the comparable period of 2015.
As of December 31, 2016, Matrix had cash of $5.3
million and $198.0 million of term loan debt outstanding under its
credit facility.
Investor Presentation and Conference Call
Providence will hold a conference call to
discuss its financial results, business outlook and other matters
on Friday, March 10, 2017 at 8:00 a.m. ET. An investor
presentation has been prepared to accompany the conference call and
can be found on the Company’s website (investor.prscholdings.com).
To access the call, please dial:
US toll-free: (844)
244-3865International: (518)
444-0681Passcode: 61212113
Replay (available until March 24, 2017):US
toll-free: (855) 859-2056 or (404)
537-3406Passcode: 61212113You may also access the
conference call via webcast at investor.prscholdings.com, where the
call also will be archived.
About Providence
The Providence Service Corporation (the
“Company” or “Providence”) (Nasdaq:PRSC) is a holding company which
owns interests in subsidiaries and other companies that are
primarily engaged in the provision of healthcare and workforce
development services for public and private sector entities seeking
to control costs and promote positive outcomes. For more
information, please visit prscholdings.com.
Non-GAAP Financial Measures and Adjustments
In addition to the financial results prepared in
accordance with U.S. generally accepted accounting principles
(GAAP), this press release includes EBITDA and Adjusted EBITDA for
the Company and its operating segments, and Adjusted Net Income and
Adjusted EPS for the Company, which are performance measures that
are not recognized under GAAP. EBITDA is defined as income
(loss) from continuing operations, net of taxes, before: (1)
interest expense, net, (2) provision (benefit) for income taxes and
(3) depreciation and amortization. Adjusted EBITDA is calculated as
EBITDA before certain items, including: (1) asset impairment
charges, (2) restructuring and related charges, (3) foreign
currency adjustments, (4) equity in net earnings or losses of
investees, (5) certain litigation related expenses, (6) expenses
related to restricted shares and cash placed into escrow at the
time of the Ingeus acquisition, (7) contingent consideration
adjustments, and (8) certain transaction related expenses.
Adjusted Net Income is defined as income or loss from continuing
operations, net of tax, before certain items, including (1) asset
impairment charges, (2) restructuring and related charges, (3)
foreign currency adjustments, (4) equity in net earnings or losses
of investees, (5) certain litigation related expenses, (6) expenses
related to restricted shares and cash placed into escrow at the
time of the Ingeus acquisition, (7) contingent consideration
adjustments, (8) certain transaction related expenses, (9)
intangible amortization expense, and (10) the income tax impact of
such adjustments. Adjusted EPS is calculated as Adjusted Net
Income less (as applicable): (1) dividends on convertible preferred
stock, (2) accretion of convertible preferred stock discount, and
(3) income allocated to participating stockholders, divided by the
diluted weighted-average number of common shares outstanding.
We utilize these non-GAAP performance measures, which exclude
certain expenses and amounts, because we believe the timing of such
expenses is unpredictable and not driven by our core operating
results, and therefore render comparisons with prior periods as
well as with other companies in our industry less meaningful.
We believe such measures allow investors to gain a better
understanding of the factors and trends affecting the ongoing
operations of our business. We consider our core operations
to be the ongoing activities to provide services from which we earn
revenue, including direct operating costs and indirect costs to
support these activities. In addition, our net earnings in
equity investees are excluded from these measures, as we do not
have the ability to manage these ventures, allocate resources
within the ventures, or directly control their operations or
performance.
Our non-GAAP financial measures may not provide
information that is directly comparable to that provided by other
companies in our industry, as other companies in our industry may
calculate non-GAAP financial results differently. In addition,
there are limitations in using non-GAAP financial measures because
they are not prepared in accordance with GAAP, may be different
from non-GAAP financial measures used by other companies, and
exclude expenses that may have a material impact on our reported
financial results. The presentation of non-GAAP financial
information is not meant to be considered in isolation from or as a
substitute for the directly comparable financial measures prepared
in accordance with GAAP. We urge you to review the
reconciliations of our non-GAAP financial measures to the
comparable GAAP financial measures included below, and not to rely
on any single financial measure to evaluate our business.
Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “believe,” “demonstrate,”
“expect,” “estimate,” “forecast,” “anticipate,” “should” and
“likely” and similar expressions identify forward-looking
statements. In addition, statements that are not historical should
also be considered forward-looking statements. Readers are
cautioned not to place undue reliance on those forward-looking
statements, which speak only as of the date the statement was made.
Such forward-looking statements are based on current expectations
that involve a number of known and unknown risks, uncertainties and
other factors which may cause actual events to be materially
different from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, our
continuing relationship with government entities and our ability to
procure business from them, our ability to manage growing and
changing operations, the implementation of healthcare reform law,
government budget changes and legislation related to the services
that we provide, our ability to renew or replace existing contracts
that have expired or are scheduled to expire with significant
clients, and other risks detailed in Providence’s filings with the
Securities and Exchange Commission, including its Annual Report on
Form 10-K. Providence is under no obligation to (and
expressly disclaims any such obligation to) update any of the
information in this press release if any forward-looking statement
later turns out to be inaccurate whether as a result of new
information, future events or otherwise.
--financial tables to follow--
|
The Providence Service
Corporation |
Unaudited Condensed Consolidated Statements of
Income |
(in thousands except share and per share data) |
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
Service revenue,
net |
|
$ |
385,960 |
|
|
$ |
373,210 |
|
|
$ |
1,578,889 |
|
|
$ |
1,478,010 |
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
Service
expense |
|
|
357,240 |
|
|
|
376,822 |
|
|
|
1,452,754 |
|
|
|
1,381,154 |
|
General
and administrative expense |
|
|
17,363 |
|
|
|
13,988 |
|
|
|
69,911 |
|
|
|
70,986 |
|
Asset
impairment charge |
|
|
21,003 |
|
|
|
- |
|
|
|
21,003 |
|
|
|
- |
|
Depreciation and amortization |
|
|
6,546 |
|
|
|
6,239 |
|
|
|
26,604 |
|
|
|
23,998 |
|
Total operating
expenses |
|
|
402,152 |
|
|
|
397,049 |
|
|
|
1,570,272 |
|
|
|
1,476,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
(16,192 |
) |
|
|
(23,839 |
) |
|
|
8,617 |
|
|
|
1,872 |
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
Interest
expense, net |
|
|
344 |
|
|
|
281 |
|
|
|
1,583 |
|
|
|
1,853 |
|
Equity in
net loss of investees |
|
|
4,593 |
|
|
|
2,962 |
|
|
|
10,287 |
|
|
|
10,970 |
|
Gain on
foreign currency transactions |
|
|
(42 |
) |
|
|
274 |
|
|
|
(1,375 |
) |
|
|
(857 |
) |
Loss from continuing
operations |
|
|
|
|
|
|
|
|
before income
taxes |
|
|
(21,087 |
) |
|
|
(27,356 |
) |
|
|
(1,878 |
) |
|
|
(10,094 |
) |
Provision for income
taxes |
|
|
4,570 |
|
|
|
1,225 |
|
|
|
17,036 |
|
|
|
14,583 |
|
Loss from continuing
operations, net of tax |
|
|
(25,657 |
) |
|
|
(28,581 |
) |
|
|
(18,914 |
) |
|
|
(24,677 |
) |
Discontinued
operations, net of tax |
|
|
108,428 |
|
|
|
104,362 |
|
|
|
108,760 |
|
|
|
107,871 |
|
Net income |
|
|
82,771 |
|
|
|
75,781 |
|
|
|
89,846 |
|
|
|
83,194 |
|
Net loss attributable
to noncontrolling interests |
|
|
1,649 |
|
|
|
615 |
|
|
|
2,082 |
|
|
|
502 |
|
Net income
attributable to Providence |
|
$ |
84,420 |
|
|
$ |
76,396 |
|
|
$ |
91,928 |
|
|
$ |
83,696 |
|
|
|
|
|
|
|
|
|
|
Net income available to
common stockholders |
|
$ |
69,838 |
|
|
$ |
63,359 |
|
|
$ |
74,374 |
|
|
$ |
67,999 |
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss)
per common share: |
|
|
|
|
|
|
|
|
Continuing
operations |
|
$ |
(1.77 |
) |
|
$ |
(1.86 |
) |
|
$ |
(1.45 |
) |
|
$ |
(1.83 |
) |
Discontinued
operations |
|
|
6.69 |
|
|
|
5.91 |
|
|
|
6.52 |
|
|
|
6.09 |
|
Basic earnings (loss)
per common share |
|
$ |
4.92 |
|
|
$ |
4.05 |
|
|
$ |
5.07 |
|
|
$ |
4.26 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss)
per common share: |
|
|
|
|
|
|
|
|
Continuing
operations |
|
$ |
(1.77 |
) |
|
$ |
(1.86 |
) |
|
$ |
(1.45 |
) |
|
$ |
(1.83 |
) |
Discontinued
operations |
|
|
6.69 |
|
|
|
5.91 |
|
|
|
6.52 |
|
|
|
6.09 |
|
Diluted earnings (loss)
per common share |
|
$ |
4.92 |
|
|
$ |
4.05 |
|
|
$ |
5.07 |
|
|
$ |
4.26 |
|
|
|
|
|
|
|
|
|
|
Weighted-average number
of common |
|
|
|
|
|
|
|
|
shares
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
14,199,722 |
|
|
|
15,641,761 |
|
|
|
14,666,896 |
|
|
|
15,960,905 |
|
Diluted |
|
|
14,199,722 |
|
|
|
15,641,761 |
|
|
|
14,666,896 |
|
|
|
15,960,905 |
|
The Providence Service
Corporation |
Condensed Consolidated Balance
Sheets |
(in thousands except share and per share data) |
|
|
|
|
|
|
|
December 31, |
|
|
|
2016 |
|
|
2015 |
Assets |
|
|
|
|
Current assets: |
|
|
|
|
Cash and
cash equivalents |
|
$ |
72,262 |
|
$ |
79,756 |
Accounts
receivable, net of allowance |
|
|
162,311 |
|
|
156,932 |
Other
current assets (1) |
|
|
60,338 |
|
|
50,825 |
Current
assets of discontinued operations held for sale |
|
|
- |
|
|
32,211 |
Total current
assets |
|
|
294,911 |
|
|
319,724 |
Property and equipment,
net |
|
|
46,220 |
|
|
46,158 |
Goodwill, net and
intangible assets, net |
|
|
168,748 |
|
|
199,522 |
Equity investments |
|
|
161,363 |
|
|
9,324 |
Other long-term assets
(2) |
|
|
23,152 |
|
|
34,074 |
Non-current assets of
discontinued operations held for sale |
|
|
- |
|
|
441,400 |
Total assets |
|
$ |
694,394 |
|
$ |
1,050,202 |
|
|
|
|
|
Liabilities,
redeemable convertible preferred stock and stockholders'
equity |
|
|
|
|
Current
liabilities: |
|
|
|
|
Current
portion of long-term obligations |
|
$ |
1,721 |
|
$ |
31,375 |
Other
current liabilities (3) |
|
|
225,597 |
|
|
248,048 |
Current
liabilities of discontinued operations held for sale |
|
|
- |
|
|
15,849 |
Total current
liabilities |
|
|
227,318 |
|
|
295,272 |
Long-term obligations,
less current portion |
|
|
1,890 |
|
|
268,696 |
Other long-term
liabilities (4) |
|
|
89,946 |
|
|
31,258 |
Non-current liabilities
of discontinued operations held for sale |
|
|
- |
|
|
87,268 |
Total liabilities |
|
|
319,154 |
|
|
682,494 |
|
|
|
|
|
Mezzanine and
stockholder's equity |
|
|
|
|
Convertible preferred
stock, net |
|
|
77,565 |
|
|
77,576 |
Stockholders'
equity |
|
|
297,675 |
|
|
290,132 |
Total liabilities,
redeemable convertible preferred stock and stockholders'
equity |
|
$ |
694,394 |
|
$ |
1,050,202 |
|
|
|
|
|
|
|
|
|
|
(1) Comprised of other receivables, restricted cash, deferred
tax assets and prepaid expenses and other. |
(2) Comprised of restricted cash less current portion, deferred
tax assets and other assets. |
(3) Comprised of accounts payable, accrued expenses, accrued
transportation costs, deferred revenue and reinsurance liability
reserves. |
(4)
Includes deferred tax liabilities and other long-term
liabilities. |
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
|
Unaudited Condensed Consolidated Statements of
Cash Flows |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2016 (1) |
|
2015 (1) |
|
Operating
activities |
|
|
|
|
|
Net income |
|
$ |
89,846 |
|
|
$ |
83,194 |
|
|
Depreciation and amortization |
|
|
47,725 |
|
|
|
58,301 |
|
|
Stock-based compensation |
|
|
5,136 |
|
|
|
26,622 |
|
|
Asset
impairment charge |
|
|
21,003 |
|
|
|
1,593 |
|
|
Equity in
net loss of investee |
|
|
10,287 |
|
|
|
10,970 |
|
|
Other
non-cash charges |
|
|
(7,920 |
) |
|
|
(1,175 |
) |
|
Gain on
sale of business, net of tax |
|
|
(109,403 |
) |
|
|
(100,332 |
) |
|
Changes
in working capital (2) |
|
|
(15,191 |
) |
|
|
(65,933 |
) |
|
Net cash provided by
operating activities |
|
|
41,483 |
|
|
|
13,240 |
|
|
Investing
activities |
|
|
|
|
|
Purchase of property
and equipment |
|
|
(41,216 |
) |
|
|
(35,072 |
) |
|
Acquisitions, net of
cash acquired |
|
|
- |
|
|
|
(3,433 |
) |
|
Sale of business, net
of cash sold |
|
|
371,580 |
|
|
|
199,943 |
|
|
Equity investments |
|
|
(13,663 |
) |
|
|
(16,072 |
) |
|
Other investing
activities |
|
|
7,204 |
|
|
|
(2,076 |
) |
|
Net cash used in
investing activities |
|
|
323,905 |
|
|
|
143,290 |
|
|
Financing
activities |
|
|
|
|
|
Proceeds from issuance
of preferred stock, net of issuance costs |
|
|
- |
|
|
|
80,667 |
|
|
Preferred stock
dividends |
|
|
(4,419 |
) |
|
|
(3,928 |
) |
|
Repurchase of common
stock, for treasury |
|
|
(70,378 |
) |
|
|
(36,838 |
) |
|
Net proceeds
(repayment) of long-term debt |
|
|
(304,950 |
) |
|
|
(271,125 |
) |
|
Other financing
activities |
|
|
3,208 |
|
|
|
(31 |
) |
|
Net cash used in
financing activities |
|
|
(376,539 |
) |
|
|
(231,255 |
) |
|
Effect of exchange rate
changes on cash |
|
|
(1,357 |
) |
|
|
(911 |
) |
|
Net change in cash and
cash equivalents |
|
|
(12,508 |
) |
|
|
(75,636 |
) |
|
Cash and cash
equivalents at beginning of period |
|
|
84,770 |
|
|
|
160,406 |
|
|
Cash and cash
equivalents at end of period |
|
$ |
72,262 |
|
|
$ |
84,770 |
|
|
|
|
|
|
|
|
(1) Includes both
continuing and discontinued operations. |
|
|
|
|
|
(2)
Comprised of changes in accounts receivable, other receivables,
restricted cash, prepaid expenses, other assets, accounts payable,
accrued expenses, accrued transportation costs, deferred revenue
and other liabilities. |
|
|
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
Reconciliation of Non-GAAP Financial
Measures |
Segment Information and Adjusted
EBITDA |
(in thousands) |
(Unaudited) |
|
|
|
Three Months Ended December 31,
2016 |
|
|
|
NET Services |
|
WD Services |
|
Total Segment-Level |
|
Matrix Investment |
|
Corporate and Other |
|
Total Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
revenue, net |
$ |
316,703 |
|
|
$ |
69,111 |
|
|
$ |
385,814 |
|
|
$ |
- |
|
|
$ |
146 |
|
|
$ |
385,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Service expense |
|
286,686 |
|
|
|
72,351 |
|
|
|
359,037 |
|
|
|
- |
|
|
|
(1,797 |
) |
|
|
357,240 |
|
|
General and administrative expense |
|
2,923 |
|
|
|
7,064 |
|
|
|
9,987 |
|
|
|
- |
|
|
|
7,376 |
|
|
|
17,363 |
|
|
Asset impairment charge |
|
- |
|
|
|
19,588 |
|
|
|
19,588 |
|
|
|
- |
|
|
|
1,415 |
|
|
|
21,003 |
|
|
Depreciation and amortization |
|
3,517 |
|
|
|
2,912 |
|
|
|
6,429 |
|
|
|
- |
|
|
|
117 |
|
|
|
6,546 |
|
|
Total
operating expenses |
|
293,126 |
|
|
|
101,915 |
|
|
|
395,041 |
|
|
|
- |
|
|
|
7,111 |
|
|
|
402,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
|
23,577 |
|
|
|
(32,804 |
) |
|
|
(9,227 |
) |
|
|
- |
|
|
|
(6,965 |
) |
|
|
(16,192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1 |
) |
|
|
209 |
|
|
|
208 |
|
|
|
- |
|
|
|
136 |
|
|
|
344 |
|
|
Equity in net loss of investees |
|
- |
|
|
|
2,804 |
|
|
|
2,804 |
|
|
|
1,789 |
|
|
|
- |
|
|
|
4,593 |
|
|
Gain on foreign currency transactions |
|
- |
|
|
|
(42 |
) |
|
|
(42 |
) |
|
|
- |
|
|
|
- |
|
|
|
(42 |
) |
|
Income
(loss) from continuing operations, |
|
|
|
|
|
|
|
|
|
|
|
|
before
income tax |
|
23,578 |
|
|
|
(35,775 |
) |
|
|
(12,197 |
) |
|
|
(1,789 |
) |
|
|
(7,101 |
) |
|
|
(21,087 |
) |
|
Provision
(benefit) for income taxes |
|
9,210 |
|
|
|
(288 |
) |
|
|
8,922 |
|
|
|
(674 |
) |
|
|
(3,678 |
) |
|
|
4,570 |
|
|
Income (loss) from continuing operations, net of
taxes |
|
14,368 |
|
|
|
(35,487 |
) |
|
|
(21,119 |
) |
|
|
(1,115 |
) |
|
|
(3,423 |
) |
|
|
(25,657 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net |
|
(1 |
) |
|
|
209 |
|
|
|
208 |
|
|
|
- |
|
|
|
136 |
|
|
|
344 |
|
|
Provision
(benefit) for income taxes |
|
9,210 |
|
|
|
(288 |
) |
|
|
8,922 |
|
|
|
(674 |
) |
|
|
(3,678 |
) |
|
|
4,570 |
|
|
Depreciation and amortization |
|
3,517 |
|
|
|
2,912 |
|
|
|
6,429 |
|
|
|
- |
|
|
|
117 |
|
|
|
6,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
27,094 |
|
|
|
(32,654 |
) |
|
|
(5,560 |
) |
|
|
(1,789 |
) |
|
|
(6,848 |
) |
|
|
(14,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
impairment charges |
|
- |
|
|
|
19,588 |
|
|
|
19,588 |
|
|
|
- |
|
|
|
1,415 |
|
|
|
21,003 |
|
|
Restructuring and related charges (1) |
|
1,679 |
|
|
|
5,756 |
|
|
|
7,435 |
|
|
|
- |
|
|
|
- |
|
|
|
7,435 |
|
|
Equity in
net loss of investees |
|
- |
|
|
|
2,804 |
|
|
|
2,804 |
|
|
|
1,789 |
|
|
|
- |
|
|
|
4,593 |
|
|
WD Services
adjustments (2) |
|
- |
|
|
|
(42 |
) |
|
|
(42 |
) |
|
|
- |
|
|
|
- |
|
|
|
(42 |
) |
|
Litigation
expense (3) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
491 |
|
|
|
491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
28,773 |
|
|
$ |
(4,548 |
) |
|
$ |
24,225 |
|
|
$ |
- |
|
|
$ |
(4,942 |
) |
|
$ |
19,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Restructuring and related charges are comprised of employee
separation costs, which include redundancy program costs of $3,771
within WD Services and $881 of former CEO departure costs within
NET Services, as well as third-party consulting and implementation
costs related to WD Services' Ingeus Futures initiative of $1,985
and NET Services' LogistiCare Member Experience initiative of
$798. Beginning in the fourth quarter of 2016, the Company
began excluding third-party consulting and implementation costs
related to the Ingeus Futures and LogistiCare Member Experience
initiative in the calculation of Adjusted EBITDA.
Restructuring and related charges have been excluded in the
calculation of Adjusted EBITDA as these costs do not reflect
expected ongoing future operating expenses and do not contribute to
the meaningful evaluation of the Company's current operating
performance or comparisons of the Company's operating performance
in other periods. |
|
|
(2)
Includes gain on foreign currency transactions of $(42). |
|
|
(3)
Litigation expense related to defense cost for a putative
stockholder class action derivative complaint, which is more fully
described in the Company's Form 10-K. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
Reconciliation of Non-GAAP Financial
Measures |
Segment Information and Adjusted
EBITDA |
(in thousands) |
(Unaudited) |
|
|
|
Three Months Ended December 31,
2015 |
|
|
|
NET Services |
|
WD Services |
|
Total Segment-Level |
|
Matrix Investment |
|
Corporate and Other |
|
Total Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
revenue, net |
$ |
280,435 |
|
|
$ |
92,719 |
|
|
$ |
373,154 |
|
|
$ |
- |
|
$ |
56 |
|
|
$ |
373,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Service expense |
|
257,963 |
|
|
|
120,489 |
|
|
|
378,452 |
|
|
|
- |
|
|
(1,630 |
) |
|
|
376,822 |
|
|
General and administrative expense |
|
2,746 |
|
|
|
6,377 |
|
|
|
9,123 |
|
|
|
- |
|
|
4,865 |
|
|
|
13,988 |
|
|
Depreciation and amortization |
|
2,434 |
|
|
|
3,688 |
|
|
|
6,122 |
|
|
|
- |
|
|
117 |
|
|
|
6,239 |
|
|
Total
operating expenses |
|
263,143 |
|
|
|
130,554 |
|
|
|
393,697 |
|
|
|
- |
|
|
3,352 |
|
|
|
397,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
|
17,292 |
|
|
|
(37,835 |
) |
|
|
(20,543 |
) |
|
|
- |
|
|
(3,296 |
) |
|
|
(23,839 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1 |
) |
|
|
(12 |
) |
|
|
(13 |
) |
|
|
- |
|
|
294 |
|
|
|
281 |
|
|
Equity in net loss of investees |
|
- |
|
|
|
2,962 |
|
|
|
2,962 |
|
|
|
- |
|
|
- |
|
|
|
2,962 |
|
|
Gain on foreign currency transactions |
|
- |
|
|
|
274 |
|
|
|
274 |
|
|
|
- |
|
|
- |
|
|
|
274 |
|
|
Income
(loss) from continuing operations, |
|
|
|
|
|
|
|
|
|
|
|
|
before
income tax |
|
17,293 |
|
|
|
(41,059 |
) |
|
|
(23,766 |
) |
|
|
- |
|
|
(3,590 |
) |
|
|
(27,356 |
) |
|
Provision
(benefit) for income taxes |
|
6,660 |
|
|
|
(3,087 |
) |
|
|
3,573 |
|
|
|
- |
|
|
(2,348 |
) |
|
|
1,225 |
|
|
Income (loss) from continuing operations, net of
taxes |
|
10,633 |
|
|
|
(37,972 |
) |
|
|
(27,339 |
) |
|
|
- |
|
|
(1,242 |
) |
|
|
(28,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net |
|
(1 |
) |
|
|
(12 |
) |
|
|
(13 |
) |
|
|
- |
|
|
294 |
|
|
|
281 |
|
|
Provision
(benefit) for income taxes |
|
6,660 |
|
|
|
(3,087 |
) |
|
|
3,573 |
|
|
|
- |
|
|
(2,348 |
) |
|
|
1,225 |
|
|
Depreciation and amortization |
|
2,434 |
|
|
|
3,688 |
|
|
|
6,122 |
|
|
|
- |
|
|
117 |
|
|
|
6,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
19,726 |
|
|
|
(37,383 |
) |
|
|
(17,657 |
) |
|
|
- |
|
|
(3,179 |
) |
|
|
(20,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related charges (1) |
|
- |
|
|
|
9,552 |
|
|
|
9,552 |
|
|
|
- |
|
|
- |
|
|
|
9,552 |
|
|
Equity in
net loss of investees |
|
- |
|
|
|
2,962 |
|
|
|
2,962 |
|
|
|
- |
|
|
- |
|
|
|
2,962 |
|
|
WD Services
adjustments (2) |
|
- |
|
|
|
21,117 |
|
|
|
21,117 |
|
|
|
- |
|
|
- |
|
|
|
21,117 |
|
|
Litigation
expense (3) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
(209 |
) |
|
|
(209 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
19,726 |
|
|
$ |
(3,752 |
) |
|
$ |
15,974 |
|
|
$ |
- |
|
$ |
(3,388 |
) |
|
$ |
12,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Restructuring and related charges include employee separation costs
related to redundancy programs within WD Services of $9,552.
Restructuring and related charges have been excluded in the
calculation of Adjusted EBITDA as these costs do not reflect
expected ongoing future operating expenses and do not contribute to
the meaningful evaluation of the Company's current operating
performance or comparisons of the Company's operating performance
in other periods. |
|
|
(2)
Includes expense related to restricted shares and cash placed into
escrow at the time of the Ingeus acquisition and other acquisition
related cost of $23,312, loss on foreign currency transactions of
$274, and contingent consideration adjustments of $(2,469). |
|
|
(3)
Litigation expense related to defense cost for a putative
stockholder class action derivative complaint, which is more fully
described in the Company's Form 10-K. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
|
Reconciliation of Non-GAAP Financial
Measures |
|
Segment Information and Adjusted
EBITDA |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
|
Year Ended December 31, 2016 |
|
|
|
NET Services |
|
WD Services |
|
Total Segment-Level |
|
Matrix Investment |
|
Corporate and Other |
|
Total Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
revenue, net |
$ |
1,234,364 |
|
|
$ |
344,403 |
|
|
$ |
1,578,767 |
|
|
$ |
- |
|
|
$ |
122 |
|
|
$ |
1,578,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Service expense |
|
1,133,501 |
|
|
|
320,147 |
|
|
|
1,453,648 |
|
|
|
- |
|
|
|
(894 |
) |
|
|
1,452,754 |
|
|
General and administrative expense |
|
11,406 |
|
|
|
30,300 |
|
|
|
41,706 |
|
|
|
- |
|
|
|
28,205 |
|
|
|
69,911 |
|
|
Asset impairment charge |
|
- |
|
|
|
19,588 |
|
|
|
19,588 |
|
|
|
- |
|
|
|
1,415 |
|
|
|
21,003 |
|
|
Depreciation and amortization |
|
12,375 |
|
|
|
13,824 |
|
|
|
26,199 |
|
|
|
- |
|
|
|
405 |
|
|
|
26,604 |
|
|
Total
operating expenses |
|
1,157,282 |
|
|
|
383,859 |
|
|
|
1,541,141 |
|
|
|
- |
|
|
|
29,131 |
|
|
|
1,570,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
|
77,082 |
|
|
|
(39,456 |
) |
|
|
37,626 |
|
|
|
- |
|
|
|
(29,009 |
) |
|
|
8,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(4 |
) |
|
|
777 |
|
|
|
773 |
|
|
|
- |
|
|
|
810 |
|
|
|
1,583 |
|
|
Equity in net loss of investees |
|
- |
|
|
|
8,498 |
|
|
|
8,498 |
|
|
|
1,789 |
|
|
|
- |
|
|
|
10,287 |
|
|
Gain on foreign currency transactions |
|
- |
|
|
|
(1,375 |
) |
|
|
(1,375 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,375 |
) |
|
Income
(loss) from continuing operations, |
|
|
|
|
|
|
|
|
|
|
|
|
before
income tax |
|
77,086 |
|
|
|
(47,356 |
) |
|
|
29,730 |
|
|
|
(1,789 |
) |
|
|
(29,819 |
) |
|
|
(1,878 |
) |
|
Provision
(benefit) for income taxes |
|
29,708 |
|
|
|
(1,172 |
) |
|
|
28,536 |
|
|
|
(674 |
) |
|
|
(10,826 |
) |
|
|
17,036 |
|
|
Income (loss) from continuing operations, net of
taxes |
|
47,378 |
|
|
|
(46,184 |
) |
|
|
1,194 |
|
|
|
(1,115 |
) |
|
|
(18,993 |
) |
|
|
(18,914 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net |
|
(4 |
) |
|
|
777 |
|
|
|
773 |
|
|
|
- |
|
|
|
810 |
|
|
|
1,583 |
|
|
Provision
(benefit) for income taxes |
|
29,708 |
|
|
|
(1,172 |
) |
|
|
28,536 |
|
|
|
(674 |
) |
|
|
(10,826 |
) |
|
|
17,036 |
|
|
Depreciation and amortization |
|
12,375 |
|
|
|
13,824 |
|
|
|
26,199 |
|
|
|
- |
|
|
|
405 |
|
|
|
26,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
89,457 |
|
|
|
(32,755 |
) |
|
|
56,702 |
|
|
|
(1,789 |
) |
|
|
(28,604 |
) |
|
|
26,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
impairment charges |
|
- |
|
|
|
19,588 |
|
|
|
19,588 |
|
|
|
- |
|
|
|
1,415 |
|
|
|
21,003 |
|
|
Restructuring and related charges (1) |
|
2,909 |
|
|
|
11,513 |
|
|
|
14,422 |
|
|
|
- |
|
|
|
- |
|
|
|
14,422 |
|
|
Equity in
net loss of investees |
|
- |
|
|
|
8,498 |
|
|
|
8,498 |
|
|
|
1,789 |
|
|
|
- |
|
|
|
10,287 |
|
|
WD Services
adjustments (2) |
|
- |
|
|
|
(1,375 |
) |
|
|
(1,375 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,375 |
) |
|
Litigation
expense (3) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,574 |
|
|
|
1,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
92,366 |
|
|
$ |
5,469 |
|
|
$ |
97,835 |
|
|
$ |
- |
|
|
$ |
(25,615 |
) |
|
$ |
72,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Restructuring and related charges are comprised of employee
separation costs, which include redundancy program costs of $8,951
within WD Services and $881 of former CEO departure costs within
NET Services, as well as third-party consulting and implementation
costs related to WD Services' Ingeus Futures initiative of $2,562
and NET Services' LogistiCare Member Experience initiative of
$2,028. Beginning in the fourth quarter of 2016, the Company
began excluding third-party consulting and implementation costs
related to the Ingeus Futures and LogistiCare Member Experience
initiative in the calculation of Adjusted EBITDA.
Restructuring and related charges have been excluded in the
calculation of Adjusted EBITDA as these costs do not reflect
expected ongoing future operating expenses and do not contribute to
the meaningful evaluation of the Company's current operating
performance or comparisons of the Company's operating performance
in other periods. |
|
|
(2)
Includes foreign currency transactions of $(1,375). |
|
|
(3)
Litigation expense related to defense cost for a putative
stockholder class action derivative complaint, which is more fully
described in the Company's 10-K. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
|
Reconciliation of Non-GAAP Financial
Measures |
|
Segment Information and Adjusted
EBITDA |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
|
Year Ended December 31, 2015 |
|
|
|
NET Services |
|
WD Services |
|
Total Segment-Level |
|
Matrix Investment |
|
Corporate and Other |
|
Total Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
revenue, net |
$ |
1,083,015 |
|
|
$ |
395,059 |
|
|
$ |
1,478,074 |
|
|
$ |
- |
|
$ |
(64 |
) |
|
$ |
1,478,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Service expense |
|
991,659 |
|
|
|
393,803 |
|
|
|
1,385,462 |
|
|
|
- |
|
|
(4,308 |
) |
|
|
1,381,154 |
|
|
General and administrative expense |
|
10,704 |
|
|
|
29,846 |
|
|
|
40,550 |
|
|
|
- |
|
|
30,436 |
|
|
|
70,986 |
|
|
Depreciation and amortization |
|
9,429 |
|
|
|
13,776 |
|
|
|
23,205 |
|
|
|
- |
|
|
793 |
|
|
|
23,998 |
|
|
Total
operating expenses |
|
1,011,792 |
|
|
|
437,425 |
|
|
|
1,449,217 |
|
|
|
- |
|
|
26,921 |
|
|
|
1,476,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
|
71,223 |
|
|
|
(42,366 |
) |
|
|
28,857 |
|
|
|
- |
|
|
(26,985 |
) |
|
|
1,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(3 |
) |
|
|
(105 |
) |
|
|
(108 |
) |
|
|
- |
|
|
1,961 |
|
|
|
1,853 |
|
|
Equity in net loss of investees |
|
- |
|
|
|
10,970 |
|
|
|
10,970 |
|
|
|
- |
|
|
- |
|
|
|
10,970 |
|
|
Gain on foreign currency transactions |
|
- |
|
|
|
(857 |
) |
|
|
(857 |
) |
|
|
- |
|
|
- |
|
|
|
(857 |
) |
|
Income
(loss) from continuing operations, |
|
|
|
|
|
|
|
|
|
|
|
|
before
income tax |
|
71,226 |
|
|
|
(52,374 |
) |
|
|
18,852 |
|
|
|
- |
|
|
(28,946 |
) |
|
|
(10,094 |
) |
|
Provision
(benefit) for income taxes |
|
27,240 |
|
|
|
(1,063 |
) |
|
|
26,177 |
|
|
|
- |
|
|
(11,594 |
) |
|
|
14,583 |
|
|
Income (loss) from continuing operations, net of
taxes |
|
43,986 |
|
|
|
(51,311 |
) |
|
|
(7,325 |
) |
|
|
- |
|
|
(17,352 |
) |
|
|
(24,677 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net |
|
(3 |
) |
|
|
(105 |
) |
|
|
(108 |
) |
|
|
- |
|
|
1,961 |
|
|
|
1,853 |
|
|
Provision
(benefit) for income taxes |
|
27,240 |
|
|
|
(1,063 |
) |
|
|
26,177 |
|
|
|
- |
|
|
(11,594 |
) |
|
|
14,583 |
|
|
Depreciation and amortization |
|
9,429 |
|
|
|
13,776 |
|
|
|
23,205 |
|
|
|
- |
|
|
793 |
|
|
|
23,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
80,652 |
|
|
|
(38,703 |
) |
|
|
41,949 |
|
|
|
- |
|
|
(26,192 |
) |
|
|
15,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related charges (1) |
|
- |
|
|
|
12,197 |
|
|
|
12,197 |
|
|
|
- |
|
|
695 |
|
|
|
12,892 |
|
|
Equity in
net loss of investees |
|
- |
|
|
|
10,970 |
|
|
|
10,970 |
|
|
|
- |
|
|
- |
|
|
|
10,970 |
|
|
WD Services
adjustments (2) |
|
- |
|
|
|
25,884 |
|
|
|
25,884 |
|
|
|
- |
|
|
- |
|
|
|
25,884 |
|
|
Litigation
expense (3) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
810 |
|
|
|
810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
80,652 |
|
|
$ |
10,348 |
|
|
$ |
91,000 |
|
|
$ |
- |
|
$ |
(24,687 |
) |
|
$ |
66,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Restructuring and related charges include employee separation costs
related to redundancy programs within WD Services of $12,197 and
costs related to a former CEO within Corporate and Other of
$695. Restructuring and related charges have been excluded in
the calculation of Adjusted EBITDA as these costs do not reflect
expected ongoing future operating expenses and do not contribute to
the meaningful evaluation of the Company's current operating
performance or comparisons of the Company's operating performance
in other periods. |
|
|
(2)
Includes expense related to restricted shares and cash placed into
escrow at the time of the Ingeus acquisition and other acquisition
related expenses of $29,210, gain on foreign currency transactions
of $(857), and contingent consideration adjustments of
$(2,469). |
|
|
(3)
Litigation expense related to defense cost for a putative
stockholder class action derivative complaint, which is more fully
described in the Company's Form 10-K. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
|
Summary Financial Information of Equity
Investments (1) |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
Three months ended December 31,
2016 |
|
|
Matrix Investment (2) |
|
Mission Providence |
|
Other |
|
Total |
|
Revenue |
$ |
41,635 |
|
|
$ |
10,106 |
|
|
$ |
442 |
|
|
$ |
52,183 |
|
|
Operating expense
(3),(4) |
|
39,358 |
|
|
|
10,718 |
|
|
|
444 |
|
|
|
50,519 |
|
|
Depreciation and
amortization |
|
6,356 |
|
|
|
903 |
|
|
|
1 |
|
|
|
7,260 |
|
|
Operating income |
|
(4,079 |
) |
|
|
(1,515 |
) |
|
|
(3 |
) |
|
|
(5,596 |
) |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
- |
|
|
|
(195 |
) |
|
|
(11 |
) |
|
|
(206 |
) |
|
Interest Expense |
|
2,949 |
|
|
|
15 |
|
|
|
- |
|
|
|
2,964 |
|
|
Taxes |
|
(2,828 |
) |
|
|
2,400 |
|
|
|
15 |
|
|
|
(413 |
) |
|
Net
Income |
|
(4,200 |
) |
|
|
(3,735 |
) |
|
|
(7 |
) |
|
|
(7,941 |
) |
|
|
|
|
|
|
|
|
|
- |
|
|
Interest |
|
46.8 |
% |
|
|
75.0 |
% |
|
|
50.0 |
% |
|
|
N/A |
|
|
Net Income -
Equity Investment |
|
(1,965 |
) |
|
|
(2,801 |
) |
|
|
(3 |
) |
|
|
(4,769 |
) |
|
Management fee and
other (5) |
|
176 |
|
|
|
- |
|
|
|
- |
|
|
|
176 |
|
|
Equity in net
gain (loss) of investee |
|
(1,789 |
) |
|
|
(2,801 |
) |
|
|
(3 |
) |
|
|
(4,593 |
) |
|
|
|
|
|
|
|
|
|
|
Net Debt (6) |
|
192,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
2015 |
|
|
Matrix Investment |
|
Mission Providence |
|
Other |
|
Total |
|
Revenue |
$ |
- |
|
|
$ |
6,589 |
|
|
$ |
- |
|
|
$ |
6,589 |
|
|
Operating expense
(3) |
|
- |
|
|
|
11,300 |
|
|
|
- |
|
|
|
11,300 |
|
|
Depreciation and
amortization |
|
- |
|
|
|
815 |
|
|
|
- |
|
|
|
815 |
|
|
Operating income |
|
- |
|
|
|
(5,526 |
) |
|
|
- |
|
|
|
(5,526 |
) |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
- |
|
|
|
(164 |
) |
|
|
- |
|
|
|
(164 |
) |
|
Interest Expense |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Taxes |
|
- |
|
|
|
(1,413 |
) |
|
|
- |
|
|
|
(1,413 |
) |
|
Net
Income |
|
- |
|
|
|
(3,949 |
) |
|
|
- |
|
|
|
(3,949 |
) |
|
|
|
|
|
|
|
|
|
- |
|
|
Interest |
|
N/A |
|
|
|
75.0 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
Net Income -
Equity Investment |
|
- |
|
|
|
(2,962 |
) |
|
|
- |
|
|
|
(2,962 |
) |
|
Management fee and
other |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Equity in net
gain (loss) of investee |
|
- |
|
|
|
(2,962 |
) |
|
|
- |
|
|
|
(2,962 |
) |
|
|
|
|
|
|
|
|
|
|
Net Debt |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The results of equity method investments are excluded from
the calculation of Providence's Adjusted EBITDA and Adjusted Net
Income. |
(2) Represents the operating results of Matrix from 10/20/16
through 12/31/16. |
(3) Excludes depreciation and amortization. |
(4) Includes $4,033 of expense related to transaction bonuses
awarded to the Matrix management team and $2,334 of transaction
related expenses. |
(5) Includes amounts relating to management fees due from
Matrix to Providence of $185 and Providence stock-based
compensation expense of $9. |
(6) Represents cash of $5,308 and debt of $198,000 on Matrix's
standalone balance sheet as of 12/31/16. |
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
|
Summary Financial Information of Equity
Investments (1) |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
Year ended December 31, 2016 |
|
|
Matrix Investment (2) |
|
Mission Providence |
|
Other |
|
Total |
|
Revenue |
$ |
41,635 |
|
|
$ |
36,581 |
|
|
$ |
722 |
|
|
$ |
78,938 |
|
|
Operating expense
(3),(4) |
|
39,357 |
|
|
|
45,234 |
|
|
|
665 |
|
|
|
85,256 |
|
|
Depreciation and
amortization |
|
6,356 |
|
|
|
3,559 |
|
|
|
2 |
|
|
|
9,917 |
|
|
Operating income |
|
(4,078 |
) |
|
|
(12,212 |
) |
|
|
55 |
|
|
|
(16,235 |
) |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
- |
|
|
|
(853 |
) |
|
|
(19 |
) |
|
|
(872 |
) |
|
Interest Expense |
|
2,949 |
|
|
|
33 |
|
|
|
- |
|
|
|
2,982 |
|
|
Taxes |
|
(2,828 |
) |
|
|
(31 |
) |
|
|
27 |
|
|
|
(2,832 |
) |
|
Net
Income |
|
(4,199 |
) |
|
|
(11,361 |
) |
|
|
47 |
|
|
|
(15,513 |
) |
|
|
|
|
|
|
|
|
|
- |
|
|
Interest |
|
46.8 |
% |
|
|
75.0 |
% |
|
|
50.0 |
% |
|
|
N/A |
|
|
Net Income -
Equity Investment |
|
(1,965 |
) |
|
|
(8,521 |
) |
|
|
23 |
|
|
|
(10,463 |
) |
|
Management fee and
other (5) |
|
176 |
|
|
|
- |
|
|
|
- |
|
|
|
176 |
|
|
Equity in net
gain (loss) of investee |
|
(1,789 |
) |
|
|
(8,521 |
) |
|
|
23 |
|
|
|
(10,287 |
) |
|
|
|
|
|
|
|
|
|
|
Net Debt (6) |
|
192,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2015 |
|
|
Matrix Investment |
|
Mission Providence |
|
Other |
|
Total |
|
Revenue |
$ |
- |
|
|
$ |
10,755 |
|
|
$ |
- |
|
|
$ |
10,755 |
|
|
Operating expense
(3) |
|
- |
|
|
|
29,227 |
|
|
|
- |
|
|
|
29,227 |
|
|
Depreciation and
amortization |
|
- |
|
|
|
2,039 |
|
|
|
- |
|
|
|
2,039 |
|
|
Operating income |
|
- |
|
|
|
(20,511 |
) |
|
|
- |
|
|
|
(20,511 |
) |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
- |
|
|
|
(346 |
) |
|
|
- |
|
|
|
(346 |
) |
|
Interest Expense |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Taxes |
|
- |
|
|
|
(5,539 |
) |
|
|
- |
|
|
|
(5,539 |
) |
|
Net
Income |
|
- |
|
|
|
(14,626 |
) |
|
|
- |
|
|
|
(14,626 |
) |
|
|
|
|
|
|
|
|
|
- |
|
|
Interest |
|
N/A |
|
|
|
75.0 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
Net Income -
Equity Investment |
|
- |
|
|
|
(10,970 |
) |
|
|
- |
|
|
|
(10,970 |
) |
|
Management fee and
other |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Equity in net
gain (loss) of investee |
|
- |
|
|
|
(10,970 |
) |
|
|
- |
|
|
|
(10,970 |
) |
|
|
|
|
|
|
|
|
|
|
Net Debt |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The results of equity method investments are excluded from
the calculation of Providence's Adjusted EBITDA and Adjusted Net
Income. |
(2) Represents the operating results of Matrix from 10/20/16
through 12/31/16. |
(3) Excludes depreciation and amortization. |
(4) Includes $4,033 of expense related to transaction bonuses
awarded to the Matrix management team and $2,334 of transaction
related expenses. |
(5) Includes amounts relating to management fees due from
Matrix to Providence of $185 as well as Providence stock-based
compensation expense of $9. |
(6) Represents cash of $5,308 and debt of $198,000 on Matrix's
standalone balance sheet as of 12/31/16. |
|
|
|
|
|
|
|
|
|
The Providence Service
Corporation |
Reconciliation of Non-GAAP Financial
Measures |
Adjusted EBITDA: Matrix Medical Network
(1) |
(in thousands) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016 |
|
|
|
|
|
HA Services Segment (2) |
|
Matrix Investment (3) |
|
Total Matrix |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
$ |
166,090 |
|
$ |
41,635 |
|
$ |
207,725 |
|
Operating
expense |
|
|
|
123,054 |
|
|
39,357 |
|
|
162,411 |
|
Depreciation and amortization |
|
|
21,121 |
|
|
6,356 |
|
|
27,477 |
|
Operating
income |
|
|
|
21,915 |
|
|
(4,078 |
) |
|
17,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expense |
|
|
|
2,302 |
|
|
- |
|
|
2,302 |
|
Interest
expense |
|
|
|
9,929 |
|
|
2,949 |
|
|
12,878 |
|
Gain on
disposition |
|
|
|
(167,895 |
) |
|
- |
|
|
(167,895 |
) |
Taxes |
|
|
|
|
63,254 |
|
|
(2,828 |
) |
|
60,426 |
|
Net
income |
|
|
|
114,325 |
|
|
(4,199 |
) |
|
110,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
21,121 |
|
|
6,356 |
|
|
27,477 |
|
Interest
expense |
|
|
|
9,929 |
|
|
2,949 |
|
|
12,878 |
|
Taxes |
|
|
|
|
63,254 |
|
|
(2,828 |
) |
|
60,426 |
|
EBITDA |
|
|
|
|
208,629 |
|
|
2,278 |
|
|
210,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on
disposition |
|
|
|
(167,895 |
) |
|
- |
|
|
(167,895 |
) |
Write-off
of deferred financing fees |
|
2,302 |
|
|
- |
|
|
2,302 |
|
Matrix
management transaction bonuses |
|
- |
|
|
4,033 |
|
|
4,033 |
|
Transaction
expenses |
|
|
47 |
|
|
2,334 |
|
|
2,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
$ |
43,083 |
|
$ |
8,645 |
|
$ |
51,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015 |
|
|
|
|
|
HA Services Segment (2) |
|
Matrix Investment |
|
Total Matrix |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
$ |
217,436 |
|
$ |
- |
|
$ |
217,436 |
|
Operating
expense |
|
|
|
165,841 |
|
|
- |
|
|
165,841 |
|
Depreciation and amortization |
|
|
29,472 |
|
|
- |
|
|
29,472 |
|
Operating
income |
|
|
|
22,123 |
|
|
- |
|
|
22,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expense |
|
|
|
- |
|
|
- |
|
|
- |
|
Interest
expense |
|
|
|
14,359 |
|
|
- |
|
|
14,359 |
|
Gain on
disposition |
|
|
|
- |
|
|
- |
|
|
- |
|
Taxes |
|
|
|
|
1,693 |
|
|
- |
|
|
1,693 |
|
Net
income |
|
|
|
6,071 |
|
|
- |
|
|
6,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
29,472 |
|
|
- |
|
|
29,472 |
|
Interest
expense |
|
|
|
14,359 |
|
|
- |
|
|
14,359 |
|
Taxes |
|
|
|
|
1,693 |
|
|
- |
|
|
1,693 |
|
EBITDA |
|
|
|
|
51,595 |
|
|
- |
|
|
51,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
$ |
51,595 |
|
$ |
- |
|
$ |
51,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Matrix's Adjusted EBITDA is not included within Providence's
Adjusted EBITDA in any period presented. |
(2)
Represents Matrix's results of operation through the Matrix
Transaction on October 19, 2016. These results are included
within Discontinued Operations on the Company's consolidated
financial statements. |
(3)
Represents Matrix's results of operation from October 20, 2016 to
December 31, 2016. Providence accounts for its proportionate
share of Matrix's results during this time period using the equity
method. |
|
|
|
|
|
|
|
The Providence Service
Corporation |
Reconciliation of Non-GAAP Financial
Measures |
Adjusted Net Income and Adjusted Net Income
per Common Share (1): |
(in thousands, except share and per share data) |
(Unaudited) |
|
|
|
Three months ended December 31, |
|
Twelve months ended December 31, |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
Loss from
continuing operations, net of tax |
$ |
(25,657 |
) |
|
$ |
(28,581 |
) |
|
$ |
(18,914 |
) |
|
$ |
(24,677 |
) |
Net loss
attributable to noncontrolling interests |
|
1,649 |
|
|
|
615 |
|
|
|
2,082 |
|
|
|
502 |
|
|
|
|
|
|
|
|
|
|
Asset
impairment charges |
|
21,003 |
|
|
|
- |
|
|
|
21,003 |
|
|
|
- |
|
Restructuring and related charges (1) |
|
7,435 |
|
|
|
9,552 |
|
|
|
14,422 |
|
|
|
12,892 |
|
Equity in
net loss of investees |
|
4,593 |
|
|
|
2,962 |
|
|
|
10,287 |
|
|
|
10,970 |
|
WD Services
adjustments (2) |
|
(42 |
) |
|
|
21,117 |
|
|
|
(1,375 |
) |
|
|
25,884 |
|
Intangible
amortization expense |
|
1,886 |
|
|
|
2,362 |
|
|
|
8,566 |
|
|
|
9,510 |
|
Litigation
expense (3) |
|
491 |
|
|
|
(209 |
) |
|
|
1,574 |
|
|
|
810 |
|
Impact of
adjustments on noncontrolling interests |
|
(1,053 |
) |
|
|
(580 |
) |
|
|
(1,475 |
) |
|
|
(638 |
) |
Tax
effected impact of adjustments |
|
(3,857 |
) |
|
|
(2,523 |
) |
|
|
(6,277 |
) |
|
|
(5,485 |
) |
|
|
|
|
|
|
|
|
|
Adjusted
Net Income |
|
6,448 |
|
|
|
4,715 |
|
|
|
29,893 |
|
|
|
29,768 |
|
|
|
|
|
|
|
|
|
|
Dividends
on convertible preferred stock |
|
(1,111 |
) |
|
|
(1,120 |
) |
|
|
(4,419 |
) |
|
|
(3,935 |
) |
Less:
Accretion of convertible preferred stock discount |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,071 |
) |
Income
allocated to participating securities |
|
(663 |
) |
|
|
(411 |
) |
|
|
(3,076 |
) |
|
|
(2,454 |
) |
|
|
|
|
|
|
|
|
|
Adjusted
Net Income available to common stockholders |
$ |
4,674 |
|
|
$ |
3,184 |
|
|
$ |
22,398 |
|
|
$ |
22,308 |
|
|
|
|
|
|
|
|
|
|
Adjusted
EPS |
|
0.33 |
|
|
$ |
0.20 |
|
|
$ |
1.52 |
|
|
$ |
1.38 |
|
|
|
|
|
|
|
|
|
|
Diluted
weighted-average number of common shares outstanding |
|
14,271,935 |
|
|
|
15,803,678 |
|
|
|
14,779,398 |
|
|
|
16,115,604 |
|
outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Restructuring and related charges are comprised of employee
separation costs as well as third-party consulting and
implementation costs related to WD Services' Ingeus Futures
initiative and NET Services' Logisticare Member Experience
initiative. Beginning in the fourth quarter of 2016, the
Company began excluding third-party consulting and implementation
costs related to the Ingeus Futures and Logisticare Member
Experience initiative in the calculation of Adjusted EBITDA.
Restructuring and related charges have been excluded in the
calculation of Adjusted Net Income as these costs do not reflect
expected ongoing future operating expenses and do not contribute to
the meaningful evaluation of the Company's current operating
performance or comparisons of the Company's operating performance
in other periods. See the above Segment Information and
Adjusted EBITDA tables for a detailed breakdown of the
restructuring and related charges for each time period
presented. |
|
(2) WD
Services adjustments include expenses related to restricted shares
and cash placed into escrow at the time of the Ingeus acquisition
and other acquisition related costs, losses on foreign currency
transactions, and contingent consideration adjustments. See
the above Segment Information and Adjusted EBITDA tables for a
detailed breakdown of the WD Services adjustments for each time
period presented. |
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(3)
Litigation expense related to defense cost for a putative
stockholder class action derivative complaint, which is more fully
described in the Company's 10-K. |
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Investor Relations Contact
David Shackelton – Chief Financial Officer
(203) 307-2800
Providence Service (NASDAQ:PRSC)
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Providence Service (NASDAQ:PRSC)
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