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Providence Service Corp$77.94$.55.71%

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 Providence Service Corporation Reports Fourth Quarter and Fiscal Year2015 Results
   Thursday, March 10, 2016 5:40:10 PM ET

The Providence Service Corporation (PRSC ), a holding company whose subsidiaries provide critical healthcare and workforce development services, today reported financial results for the fourth quarter and year ended December 31, 2015.

James Lindstrom, Chief Executive Officer, stated, "In 2015, Providence achieved many strategic milestones, refining our strategy from having four separate verticals to pursuing market leadership on two fronts -- US Healthcare Services and Global Workforce Development. Our solid foundation positions us well to realize many of our previously expressed goals in 2016 and to drive enhanced growth and value."

Fourth Quarter 2015 Results

For the fourth quarter of 2015, the Company reported consolidated revenue of $424.9 million, an increase of 15.4% from $368.3 million in 2014. On a pro forma basis, assuming ownership of Matrix for all of the fourth quarter of 2014, consolidated revenue increased 10.2%.

Loss from continuing operations, net of tax, in the fourth quarter of 2015 was $25.7 million, or $1.68 per diluted common share, compared to income from continuing operations, net of tax, in the fourth quarter of 2014 of $11.4 million, or $0.73 per diluted common share. Adjusted Net Income (non-GAAP), in the fourth quarter of 2015 was $9.7 million, or $0.48 per diluted common share, compared to $6.0 million, or $0.38 per diluted common share in 2014. As expected, loss from continuing operations, net of tax, in the fourth quarter of 2015 included a $3.0 million loss on WD Services’ equity investment in Mission Providence, which will likely continue to incur losses through the first half of 2016 as the Australian joint venture ramps operations.

Adjusted EBITDA (non-GAAP) for the fourth quarter of 2015 was $21.9 million, compared to $24.6 million in 2014. The negative impact of Mission Providence to Adjusted EBITDA (non-GAAP) in the fourth quarter of 2015 was $3.4 million.

A reconciliation of income (loss) from continuing operations, net of tax, to Adjusted EBITDA and Adjusted Net Income and the calculation of Adjusted EPS are presented below. Beginning in the fourth quarter of 2015, the Company began including in the calculation of Adjusted EBITDA and Adjusted Net Income expenses related to restricted shares and cash placed into escrow accounts at the time of the Ingeus acquisition as well as redundancy costs associated with WD Services. The Company has updated the 2015 and 2014 quarterly and full year presentations of Adjusted EBITDA and Adjusted Net Income and the calculation of Adjusted EPS to be consistent with these changes.

Full-Year 2015 Results

For the year ended December 31, 2015, the Company reported consolidated revenue of $1.7 billion, an increase of 49.2% from $1.1 billion in 2014. On a pro forma basis, assuming ownership of Ingeus and Matrix for all of 2014, consolidated revenue increased 16.4%.

Loss from continuing operations, net of tax, in 2015 was $18.6 million, or $1.45 per diluted common share, compared to income from continuing operations, net of tax, in 2014 of $23.9 million, or $1.59 per diluted common share. Adjusted Net Income (non-GAAP) in 2015 was $41.2 million, or $2.03 per diluted common share, versus $30.5 million, or $2.03 per diluted common share in 2014. As expected, loss from continuing operations, net of tax, for the full year 2015 included a $11.0 million loss on WD Services’ equity investment in Mission Providence.

Adjusted EBITDA (non-GAAP) for 2015 was $103.5 million compared to $74.0 million in 2014. The negative impact of Mission Providence to Adjusted EBITDA (non-GAAP) in 2015 was $13.6 million.

"Within US Healthcare Service, NET Services expanded its eligible membership base by over 15% to almost 25 million individuals, surpassing $1.0 billion in annual sales in the process, while HA Services expanded its Medicare, Medicaid, and commercial volumes in addition to launching CareDirect, a strategic care management offering," added Lindstrom. "On the Global Workforce Development front, WD Services made significant investments in three key projects to further position itself as a global leader in the design and delivery of innovative and socially beneficial services to the government sector. Looking forward, we remain well positioned to continue our earnings growth into 2016 and beyond."

In addition to the impact of Mission Providence, the fourth quarter and fiscal year 2015 results included a number of additional significant items within WD Services, the impact of which are as follows:


--  Expenses related to restricted shares and cash placed into escrow at the
    time of the Ingeus acquisition, including an accelerated amount of $20.9
    million triggered when two sellers of Ingeus separated from the company
    - Q4 $20.9 million; FY $26.8 million
--  WD Services redundancy costs related to service delivery redesign under
    a large new program and the realignment of headcount with service
    volumes under programs nearing their end dates - Q4 $9.6 million; FY
    $12.2 million
--  Ingeus transaction related expenses - Q4 and FY $2.4 million
--  Costs to wind down WD Services’ operations in Sweden - Q4 and FY $0.3
    million
--  Reduction in the fair value of Ingeus contingent consideration - Q4 and
    FY $2.5 million benefit. The fourth quarter of 2014 reflects a similar
    benefit of $16.1 million.


Segment Results

For analysis purposes, revenue, expenses, operating income, income (loss) from continuing operations, net of taxes, and Adjusted EBITDA (non-GAAP) are provided for our two US Healthcare Services segments and one Global Workforce Development segment for the three and twelve month periods ended December 31, 2015 and 2014. Segment results include revenue and expenses incurred by the segment, as well as an allocation of direct expenses incurred by Corporate on behalf of the segment. Indirect expenses, including unallocated corporate functions and expenses, such as executive, 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.

US Healthcare Services

NET Services

NET Services revenue was $280.4 million for the fourth quarter of 2015, an increase of 15.0% compared to 2014. Operating income was $17.3 million, or 6.2% of revenue, in the fourth quarter of 2015, compared to $17.1 million, or 7.0% of revenue in 2014. Adjusted EBITDA (non-GAAP) was $19.7 million in the fourth quarter of 2015 compared to $19.3 million in 2014.

NET Services revenue was $1.1 billion for the full year 2015, an increase of 22.5% compared to 2014. Operating income increased 5.2% to $71.2 million in 2015 from $67.7 million in the prior year. Adjusted EBITDA (non-GAAP) increased $5.2 million, or 6.9%, to $80.7 million in 2015 from $75.4 million in the prior year.

NET Services 2015 revenue was favorably impacted by new state and MCO contacts as well as increased membership and favorable rate adjustments under certain existing contracts. As anticipated, service costs as a percentage of revenue increased in 2015 due to higher utilization by the Medicaid expansion population.

HA Services

HA Services fourth quarter and full year comparative results are significantly impacted by the acquisition of Matrix in October 2014.

HA Services revenue increased to $51.7 million in the fourth quarter of 2015 from $43.3 million in 2014. On a pro forma basis, assuming ownership of Matrix for all of the fourth quarter of 2014, HA Services revenue decreased by $9.0 million or 14.8% in the fourth quarter of 2015. Operating income was $4.9 million in the fourth quarter of 2015 compared to operating income of $2.1 million in 2014. Adjusted EBITDA (non-GAAP) was $12.5 million in the fourth quarter of 2015 compared to $8.4 million in 2014.

For full year 2015, HA Services revenue increased to $217.4 million from $43.3 million in 2014. On a pro forma basis, assuming ownership of Matrix for all of 2014, HA Services revenue increased by 2.9% in 2015. Operating income in 2015 was $22.1 million compared to operating income of $2.1 million in 2014. Included in operating income in 2015 was $2.1 million of expenses related to cash placed into escrow at the time of the Matrix acquisition. Adjusted EBITDA (non-GAAP) was $51.6 million in 2015 compared to $8.4 million in 2014.

The increase in HA Services revenue in 2015 was due to increased volumes delivered to the majority of clients, partially offset by volume declines with a single large customer as well as a slight decline in average pricing.

Global Workforce Development

WD Services

WD Services revenue for the fourth quarter of 2015 was $92.7 million, an increase of 14.3% compared to 2014. WD Services incurred an operating loss of $37.8 million in the fourth quarter of 2015 compared to operating income of $13.9 million in 2014. Adjusted EBITDA (non-GAAP) was negative $7.1 million in the fourth quarter of 2015 compared to positive $2.7 million in 2014. As discussed above, WD Services’ expense included certain items in the fourth quarter of 2015 that are excluded in our Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS calculations.

WD Services full year comparative results are significantly impacted due to the acquisition of Ingeus in May 2014. For full year 2015, WD Services revenue was $395.1 million, compared to $208.8 million for 2014. On a pro forma basis, assuming ownership of Ingeus for all of 2014, WD Services revenue increased by 9.4% in 2015. Operating loss was $42.4 million for 2015 compared to operating income of $17.5 million in 2014. Adjusted EBITDA (non-GAAP) was negative $3.2 million in 2015 compared to positive $15.2 million in 2014. As discussed above, WD Services expense included certain items in 2015 that are excluded in our Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS calculations.

The increase in WD Services revenue for the full year 2015 was primarily due to a new offender rehabilitation program that began in 2015, partially offset by an expected decline in volumes under the segment’s primary employability program in the United Kingdom. The decline in Adjusted EBITDA for the full year 2015 was primarily due to start-up and transition costs on new contracts, including $13.6 million related to the Mission Providence joint venture.

Non-GAAP Financial Measures and Adjustments

In addition to the financial results prepared in accordance with US generally accepted accounting principles (GAAP) provided throughout this press release, the Company has provided EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted diluted EPS, all from continuing operations, non-GAAP measurements. Providence’s management utilizes these non-GAAP measurements as a means to measure overall operating performance and to better compare current operating results with other companies within its industry. Details of the excluded items and a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measure are presented in the table below. The non-GAAP measures do not replace the presentation of our GAAP financial results. The Company has provided this supplemental non-GAAP information because the Company believes it provides meaningful comparisons of the results of Providence’s operations for the periods presented in this press release. The non-GAAP measures are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures used by some other companies.

Conference Call

Providence will hold a conference call at 8:00 a.m. EST Friday, March 11, 2016 to discuss its financial results and corporate developments. Interested parties are invited to listen to the call live over the Internet at http://investor.prscholdings.com . The call is also available by dialing (855) 548-8661, or for international callers (412) 455-6143, and by using the passcode 63053175. A replay of the teleconference will be available on http://investor.prscholdings.com . A replay will also be available until March 18, 2016 by dialing (855) 859-2056 or (404) 537-3406 and using passcode 63053175.

About Providence

The Providence Service Corporation is a holding company whose subsidiaries provide critical healthcare and workforce development services, comprised of non-emergency transportation services, workforce development services, legal offender rehabilitation services, health assessment services, and care management services in the United States and abroad. For more information, please visit prscholdings.com.

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 the healthcare reform law, state budget changes and legislation and other risks detailed in Providence’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and subsequent filings. 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.



                    The Providence Service Corporation
                     Consolidated Statements of Income
              (in thousands, except share and per share data)
                                (Unaudited)
                            Three months ended            Year ended
                               December 31,              December 31,
                         ------------------------- -------------------------
                            2015         2014         2015         2014
                         ------------ ------------ ------------ ------------

Service revenue, net     $   424,929  $   368,310  $ 1,695,446  $ 1,136,211

Operating expenses:
  Service expense            415,493      333,032    1,544,365    1,023,785
  General and
   administrative
   expense                    14,531        4,062       73,616       44,501
  Depreciation and
   amortization               13,856       11,030       53,469       22,833
                         ------------ ------------ ------------ ------------
Total operating expenses     443,880      348,124    1,671,450    1,091,119
                         ------------ ------------ ------------ ------------
Operating income             (18,951)      20,186       23,996       45,092

Other expenses:
  Interest expense, net        3,487        9,682       16,213       13,122
  Equity in net loss of
   investee                    2,962            -       10,970            -
  Loss (gain) on foreign
   currency transactions         274           26         (857)         (37)
                         ------------ ------------ ------------ ------------
Income (loss) from
 continuing operations
 before income taxes         (25,674)      10,478       (2,330)      32,007
Provision for income
 taxes                             9         (875)      16,276        8,090
                         ------------ ------------ ------------ ------------
Income (loss) from
 continuing operations,
 net of tax                  (25,683)      11,353      (18,606)      23,917
Discontinued operations,
 net of tax                  101,465       (4,303)     101,800       (3,642)
                         ------------ ------------ ------------ ------------
Net income                    75,782        7,050       83,194       20,275
Net loss attributable to
 noncontrolling
 interests                       615            -          502            -
                         ------------ ------------ ------------ ------------
Net income attributable
 to Providence           $    76,397  $     7,050  $    83,696  $    20,275
                         ------------------------- ------------ ------------

Net income available to
 common stockholders     $    63,690  $     7,050  $    68,601  $    20,275
                         ============ ============ ============ ============

Basic earnings (loss)
 per common share:
Continuing operations    $     (1.68) $      0.74  $     (1.45) $      1.62
Discontinued operations         5.75        (0.28)        5.75        (0.25)
                         ------------ ------------ ------------ ------------
Basic earnings per
 common share            $      4.07  $      0.46  $      4.30  $      1.37
                         ------------ ------------ ------------ ------------

Diluted earnings (loss)
 per common share:
Continuing operations    $     (1.68) $      0.73  $     (1.45) $      1.59
Discontinued operations         5.75        (0.28)        5.75        (0.24)
                         ------------ ------------ ------------ ------------
Diluted earnings per
 common share            $      4.07  $      0.45  $      4.30  $      1.35
                         ============ ============ ============ ============

Weighted-average number
 of common shares
 outstanding:
  Basic                   15,641,761   15,379,414   15,960,905   14,765,303
  Diluted                 15,641,761   15,573,109   15,960,905   15,018,561





                    The Providence Service Corporation
                        Consolidated Balance Sheets
              (in thousands, except share and per share data)
                                (Unaudited)
                                                         December 31,
                                                      2015         2014
                                                   ------------ ------------
Assets
Current assets:
    Cash and cash equivalents                      $    84,770  $   135,258
    Accounts receivable, net of allowance of
     $5,587 in 2015 and $4,515 in 2014                 178,049      107,565
    Other receivables                                   16,298        5,314
    Prepaid expenses and other                          30,718       43,134
    Restricted cash                                      4,012        3,234
    Deferred tax assets                                  5,877        4,148
    Current assets of discontinued operations held
     for sale                                                -       75,993
                                                   ------------ ------------
Total current assets                                   319,724      374,646
Property and equipment, net                             57,787       42,648
Goodwill                                               340,029      342,412
Intangible assets, net                                 285,951      323,904
Other assets                                            34,399       18,812
Restricted cash, less current portion                   16,044       14,764
Deferred tax asset                                          42            -
Non-current assets of discontinued operations held
 for sale                                                    -       51,748
                                                   ------------ ------------
Total assets                                       $ 1,053,976  $ 1,168,934
                                                   ============ ============
Liabilities and stockholders’ equity
Current liabilities:
    Current portion of long-term obligations       $    31,375  $    24,588
    Note payable to related party                            -       65,500
    Accounts payable                                    30,007       46,557
    Accrued expenses                                   130,552       99,273
    Accrued transportation costs                        64,537       55,492
    Deferred revenue                                    28,667       10,743
    Reinsurance liability reserve                       10,134       11,077
    Current liabilities of discontinued operations
     held for sale                                           -       26,228
                                                   ------------ ------------
Total current liabilities                              295,272      339,458
Long-term obligations, less current portion            272,470      484,525
Other long-term liabilities                             25,052       25,974
Deferred tax liabilities                                93,474       96,928
Non-current liabilities of discontinued operations
 held for sale                                               -          635
                                                   ------------ ------------
Total liabilities                                      686,268      947,520
Mezzanine equity
    Convertible preferred stock, net: Authorized
     10,000,000 shares; $0.001 par value; 803,518
     and 0 issued and outstanding; 5.5%/8.5%
     dividend rate                                      77,576            -
                                                   ------------ ------------
Stockholders’ equity
    Common stock: Authorized 40,000,000 shares;
     $0.001 par value; 17,186,780 and 16,870,285
     issued and outstanding (including treasury
     shares)                                                17           17
    Additional paid-in capital                         293,012      261,155
    Retained earnings (accumulated deficit)             69,209      (13,366)
    Accumulated other comprehensive loss, net of
     tax                                               (16,831)      (8,756)
    Treasury shares, at cost, 1,895,998 and
     1,014,108 shares                                  (54,823)     (17,686)
                                                   ------------ ------------
  Total Providence stockholders’ equity                290,584      221,364
    Non controlling interest                              (452)          50
                                                   ------------ ------------
Total stockholders’ equity                             290,132      221,414
                                                   ------------ ------------
Total liabilities and stockholders’ equity         $ 1,053,976  $ 1,168,934
                                                   ============ ============





                    The Providence Service Corporation
                 Consolidated Statements of Cash Flows (1)
                               (in thousands)
                                (Unaudited)
                                                   Year ended December 31,
                                                   -------------------------
                                                      2015         2014
                                                   ------------ ------------
Operating activities
Net income                                         $    83,194  $    20,275
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation                                          20,234       14,051
  Amortization                                          38,067       15,437
  Provision for doubtful accounts                        2,539        2,589
  Stock based compensation                              26,622        7,562
  Deferred income taxes                                    (10)      (5,208)
  Amortization of deferred financing costs               2,041        5,561
  Excess tax benefit upon exercise of stock
   options                                              (2,857)      (2,722)
  Gains on remeasurement of contingent
   consideration                                        (2,469)     (16,314)
  Asset impairment charge                                1,593        6,915
  Equity in net loss of investee                        10,970            -
  Gain on sale of business                            (100,332)           -
  Other non-cash charges                                  (419)       3,088
  Changes in operating assets and liabilities:
    Accounts receivable                                (86,627)     (17,208)
    Other receivables                                   (5,104)         327
    Restricted cash                                        (20)         266
    Prepaid expenses and other                          19,778       (7,954)
    Reinsurance liability reserve                         (611)       3,761
    Accounts payable and accrued expenses              (21,900)      28,483
    Accrued transportation costs                         9,045          530
    Deferred revenue                                    19,043       (3,454)
    Other long-term liabilities                            463         (790)
                                                   ------------ ------------
Net cash provided by operating activities               13,240       55,195
Investing activities
Purchase of property and equipment                     (35,072)     (23,242)
Net increase (decrease) in short-term investments          (18)         (19)
Acquisition of businesses, net of cash acquired         (3,433)    (416,986)
Sale of business, net of cash sold                     199,943            -
Equity investments                                     (16,072)           -
Restricted cash for reinsured claims losses             (2,058)      (3,108)
                                                   ------------ ------------
Net cash provided by (used in) investing
 activities                                            143,290     (443,355)
Financing activities
Proceeds from issuance of preferred stock, net of
 issuance costs                                         80,667            -
Preferred stock dividends                               (3,928)           -
Repurchase of common stock, for treasury               (36,838)        (524)
Proceeds from common stock issued pursuant to
 stock option exercise                                   4,894       11,019
Excess tax benefit upon exercise of stock options        2,857        2,722
Proceeds from long-term debt                            34,000      501,200
Repayment of long-term debt                           (305,125)     (48,625)
Payment of contingent consideration                     (7,496)           -
Debt financing costs                                      (286)     (12,769)
Other                                                        -           73
                                                   ------------ ------------
Net cash (used in) provided by financing
 activities                                           (231,255)     453,096
                                                   ------------ ------------
Effect of exchange rate changes on cash                   (911)      (3,525)
                                                   ------------ ------------
Net change in cash                                     (75,636)      61,411
Cash at beginning of period                            160,406       98,995
                                                   ------------ ------------
Cash at end of period                              $    84,770  $   160,406
                                                   ============ ============





                    The Providence Service Corporation
               Reconciliation of Non-GAAP Financial Measures
                   Adjusted EBITDA & Segment Information
                               (in thousands)
                                (Unaudited)

                              Three Months Ended December 31, 2015
                      ------------------------------------------------------

                         NET         WD         HA     Corporate
                      Services   Services   Services   and Other    Total
                      ---------- ---------- ---------- ---------- ----------

Service revenue, net  $ 280,435  $  92,719  $  51,719  $      56  $ 424,929

Operating expenses:
  Service expense       257,963    120,489     38,671     (1,630)   415,493
  General and
   administrative
   expense                2,746      6,377        544      4,864     14,531
  Depreciation and
   amortization           2,434      3,688      7,616        118     13,856
                      ---------- ---------- ---------- ---------- ----------
Total operating
 expenses               263,143    130,554     46,831      3,352    443,880

Operating income         17,292    (37,835)     4,888     (3,296)   (18,951)

Other expenses:
  Interest expense,
   net                       (1)       (12)        (3)     3,503      3,487
  Equity in net loss
   of investee                -      2,962          -          -      2,962
  Loss (gain) on
   foreign currency
   transactions               -        274          -          -        274
                      ---------- ---------- ---------- ---------- ----------
Income (loss) from
 continuing
 operations, before
 income tax              17,293    (41,059)     4,891     (6,799)   (25,674)
Provision for income
 taxes                    6,660     (3,087)       (30)    (3,534)         9
                      ---------- ---------- ---------- ---------- ----------
Income (loss) from
 continuing
 operations, net of
 taxes                   10,633    (37,972)     4,921     (3,265)   (25,683)

Interest expense, net        (1)       (12)        (3)     3,503      3,487
Provision for income
 taxes                    6,660     (3,087)       (30)    (3,534)         9
Depreciation and
 amortization             2,434      3,688      7,616        118     13,856
                      ---------- ---------- ---------- ---------- ----------
EBITDA                   19,726    (37,383)    12,504     (3,178)    (8,331)

WD Services
 adjustments (1)              -     30,251          -          -     30,251
                      ---------- ---------- ---------- ---------- ----------
Adjusted EBITDA       $  19,726  $  (7,132) $  12,504  $  (3,178) $  21,920
                      ========== ========== ========== ========== ==========




    (1) Includes expense related to restricted shares and cash placed into
    escrow at the time of the Ingeus acquisition of $20,906, redundancy
    costs of $9,552, Ingeus transaction related expenses of $2,406, income
    tax benefit and D&A expense included within loss on equity investment of
    ($418), contingent consideration adjustment of ($2,469), and loss on
    foreign currency translation of $274.





                    The Providence Service Corporation
               Reconciliation of Non-GAAP Financial Measures
                   Adjusted EBITDA & Segment Information
                               (in thousands)
                                (Unaudited)

                               Three Months Ended December 31, 2014
                       -----------------------------------------------------

                          NET        WD         HA     Corporate
                       Services  Services   Services   and Other    Total
                       --------- ---------- ---------- ---------- ----------

Service revenue, net   $ 243,859 $  81,102  $  43,331  $      18  $ 368,310

Operating expenses:
  Service expense        222,295    74,857     35,185        695    333,032
  General and
   administrative
   expense                 2,287   (10,634)       421     11,988      4,062
  Depreciation and
   amortization            2,146     2,965      5,619        300     11,030
                       --------- ---------- ---------- ---------- ----------
Total operating
 expenses                226,728    67,188     41,225     12,983    348,124

Operating income          17,131    13,914      2,106    (12,965)    20,186

Other expenses:
  Interest expense,
   net                         -       188         (6)     9,500      9,682
  Loss (gain) on
   foreign currency
   transactions                -       337          -       (311)        26
                       --------- ---------- ---------- ---------- ----------
Income (loss) from
 continuing
 operations, before
 income tax               17,131    13,389      2,112    (22,154)    10,478
Provision for income
 taxes                     7,158      (621)       956     (8,368)      (875)
                       --------- ---------- ---------- ---------- ----------
Income (loss) from
 continuing
 operations, net of
 taxes                     9,973    14,010      1,156    (13,786)    11,353

Interest expense, net          -       188         (6)     9,500      9,682
Provision for income
 taxes                     7,158      (621)       956     (8,368)      (875)
Depreciation and
 amortization              2,146     2,965      5,619        300     11,030
                       --------- ---------- ---------- ---------- ----------
EBITDA                    19,277    16,542      7,725    (12,354)    31,190

Acquisition costs              -         -          -      3,827      3,827
Integration and
 restructuring costs           -         -        693         84        777
General and
 administrative
 financing costs               -         -                 2,971      2,971
WD Services
 adjustments (1)               -   (14,154)         -          -    (14,154)
Loss on foreign
 currency translation          -       337          -       (311)        26
                       --------- ---------- ---------- ---------- ----------
Adjusted EBITDA        $  19,277 $   2,725  $   8,418  $  (5,783) $  24,637
                       ========= ========== ========== ========== ==========




    (1) Includes expense related to restricted shares and cash placed into
    escrow at the time of the Ingeus acquisition of $1,958 and contingent
    consideration adjustment of ($16,112).




                    The Providence Service Corporation
               Reconciliation of Non-GAAP Financial Measures
                   Adjusted EBITDA & Segment Information
                               (in thousands)
                                (Unaudited)

                                 Year Ended December 31, 2015
                    --------------------------------------------------------

                       NET          WD         HA     Corporate
                     Services   Services   Services   and Other    Total
                    ----------- ---------- ---------- ---------- -----------

Service revenue,
 net                $1,083,015  $ 395,059  $ 217,436  $     (64) $1,695,446

Operating expenses:
  Service expense      991,659    393,803    163,211     (4,308)  1,544,365
  General and
   administrative
   expense              10,704     29,846      2,630     30,436      73,616
  Depreciation and
   amortization          9,429     13,776     29,472        792      53,469
                    ----------- ---------- ---------- ---------- -----------
Total operating
 expenses            1,011,792    437,425    195,313     26,920   1,671,450

Operating income        71,223    (42,366)    22,123    (26,984)     23,996

Other expenses:
  Interest expense,
   net                      (2)      (104)       (16)    16,335      16,213
  Equity in net
   loss of investee          -     10,970          -          -      10,970
  Loss (gain) on
   foreign currency
   transactions              -       (857)         -          -        (857)
                    ----------- ---------- ---------- ---------- -----------
Income (loss) from
 continuing
 operations, before
 income tax             71,225    (52,375)    22,139    (43,319)     (2,330)
Provision for
 income taxes           27,241     (1,064)     7,007    (16,908)     16,276
                    ----------- ---------- ---------- ---------- -----------
Income (loss) from
 continuing
 operations, net of
 taxes                  43,984    (51,311)    15,132    (26,411)    (18,606)

Interest expense,
 net                        (2)      (104)       (16)    16,335      16,213
Provision for
 income taxes           27,241     (1,064)     7,007    (16,908)     16,276
Depreciation and
 amortization            9,429     13,776     29,472        792      53,469
                    ----------- ---------- ---------- ---------- -----------
EBITDA                  80,652    (38,703)    51,595    (26,192)     67,352

WD Services
 adjustments (1)             -     35,487          -          -      35,487
Charges related to
 the separation of
 an executive                                                             -
 officer, net                -          -          -        695         695
                    ----------- ---------- ---------- ---------- -----------
Adjusted EBITDA     $   80,652  $  (3,216) $  51,595  $ (25,497) $  103,534
                    =========== ========== ========== ========== ===========




    (1) Includes expense related to restricted shares and cash placed into
    escrow at the time of the Ingeus acquisition of $26,805, redundancy
    costs of $12,197, Ingeus transaction related expenses of $2,406, income
    tax benefit and D&A expense included within loss on equity investment of
    ($2,595), contingent consideration adjustment of ($2,469), and loss on
    foreign currency translation of ($857).




                    The Providence Service Corporation
               Reconciliation of Non-GAAP Financial Measures
                   Adjusted EBITDA & Segment Information
                               (in thousands)
                                (Unaudited)

                                  Year Ended December 31, 2014
                     -------------------------------------------------------

                        NET         WD         HA     Corporate
                     Services   Services   Services   and Other    Total
                     ---------- ---------- ---------- ---------- -----------

Service revenue, net $ 884,287  $ 208,763  $  43,331  $    (170) $1,136,211

Operating expenses:
  Service expense      800,454    184,919     35,185      3,227   1,023,785
  General and
   administrative
   expense               8,406     (2,072)       421     37,746      44,501
  Depreciation and
   amortization          7,699      8,406      5,619      1,109      22,833
                     ---------- ---------- ---------- ---------- -----------
Total operating
 expenses              816,559    191,253     41,225     42,082   1,091,119

Operating income        67,728     17,510      2,106    (42,252)     45,092

Other expenses:
  Interest expense,
   net                      (8)      (113)        (6)    13,249      13,122
  Loss (gain) on
   foreign currency
   transactions              -        336          -       (373)        (37)
                     ---------- ---------- ---------- ---------- -----------
Income (loss) from
 continuing
 operations, before
 income taxes           67,736     17,287      2,112    (55,128)     32,007
Provision for income
 taxes                  26,893        416        956    (20,175)      8,090
                     ---------- ---------- ---------- ---------- -----------
Income (loss) from
 continuing
 operations, net of
 tax                    40,843     16,871      1,156    (34,953)     23,917

Interest expense,
 net                        (8)      (113)        (6)    13,249      13,122
Provision for income
 taxes                  26,893        416        956    (20,175)      8,090
Depreciation and
 amortization            7,699      8,406      5,619      1,109      22,833
                     ---------- ---------- ---------- ---------- -----------
EBITDA                  75,427     25,580      7,725    (40,770)     67,962

Acquisition costs            -          -          -     11,838      11,838
Integration and
 restructuring costs         -        887        693        781       2,361
General and
 administrative
 financing costs             -          -          -      2,971       2,971
WD Services
 adjustments (1)             -    (11,621)         -          -     (11,621)
Loss on foreign
 currency
 translation                 -        336          -       (373)        (37)
Charges related to
 the separation of
 an executive
 officer, net                -          -          -        511         511
                     ---------- ---------- ---------- ---------- -----------
Adjusted EBITDA      $  75,427  $  15,182  $   8,418  $ (25,042) $   73,985
                     ========== ========== ========== ========== ===========




    (1) Includes expense related to restricted shares and cash placed into
    escrow at the time of the Ingeus acquisition of $4,491 and contingent
    consideration adjustment of ($16,112).




                    The Providence Service Corporation
               Reconciliation of Non-GAAP Financial Measures
       Adjusted Net Income and Adjusted Net Income per Common Share
              (in thousands, except share and per share data)
                                (Unaudited)

                            Three months ended
                               December 31,        Year ended December 31,
                         ------------------------- -------------------------
                          2015 (1)     2014 (2)     2015 (3)     2014 (4)
                         ------------ ------------ ------------ ------------

Income (loss) from
 continuing operations,
 net of tax              $   (25,683) $    11,353  $   (18,606) $    23,917
Net loss attributable to
 noncontrolling
 interests                       615            -          502            -

Acquisition costs                  -        3,827            -       11,838
Integration and
 restructuring costs               -          777            -        2,361
General and
 administrative
 financing costs                   -        2,971            -        2,971
WD Services adjustments       30,860      (14,154)      40,192      (11,621)
Loss (gain) on foreign
 currency translation            274           26         (857)         (37)
Payments related to
 separation arrangements
 with certain former
 executive officers, net           -            -          695          511
Intangible amortization
 expense                       8,909        6,815       35,612       11,985
Tax effected impact of
 adjustments                  (5,282)      (5,658)     (16,301)     (11,472)
                         ------------ ------------ ------------ ------------
Adjusted Net Income            9,693        5,957       41,237       30,453

Dividends on convertible
 preferred stock              (1,120)           -       (3,935)           -
Less: Accretion of
 convertibe preferred
 stock discount                    -            -       (1,071)           -
Income allocated to
 participating
 securities                     (979)           -       (3,591)           -
                         ------------ ------------ ------------ ------------
Adjusted Net Income
 available to common
 stockholders            $     7,594  $     5,957  $    32,640  $    30,453
                         ============ ============ ============ ============

Adjusted Net Income per
 Common Share            $      0.48  $      0.38  $      2.03  $      2.03

Diluted weighted-average
 number of common shares
 outstanding              15,803,678   15,573,109   16,115,604   15,018,561




    (1) WD Services adjustment includes accelerated expense related to
    restricted shares and cash placed into escrow at the time of the Ingeus
    acquisition of $20,906, redundancy costs of $9,552, Ingeus transaction
    related expenses of $2,406, amortization expense included within loss on
    equity investment of $465, and contingent consideration adjustment of
    ($2,469).

    (2) WD Services adjustment includes expense related to restricted shares
    and cash placed into escrow at the time of the Ingeus acquisition of
    $1,958 and contingent consideration adjustment of ($16,112).

    (3) WD Services adjustment includes accelerated expense related to
    restricted shares and cash placed into escrow at the time of the Ingeus
    acquisition of $26,805, redundancy costs of $12,197, Ingeus transaction
    related expenses of $2,406, amortization expense included within loss on
    equity investment of $1,253, and contingent consideration adjustment of
    ($2,469).

    (4) WD Services adjustment includes expense related to restricted shares
    and cash placed into escrow at the time of the Ingeus acquisition of
    $4,491 and contingent consideration adjustment of ($16,112).





    <strong>Investor Relations Contact 
</strong>David Shackelton
Chief Financial Officer
(520) 747-6600


SOURCE: Providence Service Corporation




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