UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 


FORM 8-K 

 


CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 16, 2015 

 


The Providence Service Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-34221

 

86-0845127

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

64 East Broadway Blvd., Tucson, Arizona

 

85701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (520) 747-6600

 

Not Applicable

(Former name or former address, if changed since last report)

 

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 
1

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 16, 2015, we issued a press release containing certain financial information for the quarter and year ended December 31, 2014. As noted in the press release, we have provided non-GAAP financial measures (earnings before interest, taxes, depreciation and amortization (EBITDA) and Adjusted EBITDA), the reasons we have provided such measures and a reconciliation of the non-GAAP measures to the most directly comparable GAAP measure. Readers should consider the non-GAAP measures in addition to, and not as a substitute for, the measure of financial performance prepared in accordance with GAAP. In this regard, GAAP refers to accounting principles generally accepted in the United States. A copy of the press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference. 

 

On our earnings call scheduled for March 17, 2015, we intend to provide certain pro forma financial measures assuming our acquisitions of both Ingeus Limited (“Ingeus”) and CCHN Group Holdings, Inc., the parent company of Community Care Health Network, Inc. (d/b/a Matrix Medical Network) (“Matrix”) occurred on January 1, 2013. The table below presents our revenue and a reconciliation of net income to Adjusted EBITDA for the year ended December 31, 2014, assuming that we had acquired Ingeus and Matirx on January 1, 2013: 

 

   

(in thousands)

 
   

Pro forma year ended

 
   

December 31, 2014

 
         

Service revenue

  $ 1,801,696  
         

Net income

  $ 43,868  
         

Interest expense, net

    33,119  

Provision for income taxes

    19,643  

Depreciation and amortization

    61,953  
         

EBITDA

    158,583  
         

Acquisition costs

    167  

Integration and restructuring charges

    2,785  

Ingeus acquisition related equity compensation

    5,926  

(Gain) on foreign currency translation

    (37 )

Contingent consideration adjustments

    (16,314 )

Asset impairment charges

    6,915  

Payments related to retirement of executive officers, net

    511  
         

Adjusted EBITDA

  $ 158,536  

  

 
2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

Description

   

99.1

  

Company’s Press Release dated March 16, 2015.

  

 
3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE PROVIDENCE SERVICE CORPORATION

     

Date: March 16, 2015

By:

/s/ Michael-Bryant Hicks

 

Name:

Michael-Bryant Hicks

 

Title:

Senior Vice President, General Counsel,

    Corporate Secretary and Chief Compliance
    Officer

 

 

 

4



 

Exhibit 99.1

 

 

AT THE COMPANY 

AT CAMERON ASSOCIATES 

James M. Lindstrom – Chief Financial Officer  

Alison Ziegler     212/554-5469 

520/747-6600  

 

 

FOR IMMEDIATE RELEASE

 

Providence Service Corporation Reports 2014 Results

 

Fourth Quarter and Fiscal Year 2014 Highlights:

 

Completed acquisition of Matrix Medical Network

 

Fourth quarter revenues of $453.6 million

 

Full year 2014 revenues of $1.5 billion

 

Fourth quarter Adjusted EBITDA (non-GAAP) of $27.5 million

 

Full year 2014 Adjusted EBITDA (non-GAAP) of $84.0 million

 

TUCSON, ARIZONA March 16, 2015 -- The Providence Service Corporation (Nasdaq: PRSC) today announced its financial results for the fourth quarter and year ended December 31, 2014. Included in the results are the acquired operations of Ingeus and Matrix Medical Network from May 31, 2014 and October 24, 2014, respectively.

 

Fourth Quarter 2014 Results

For the fourth quarter of 2014, the Company reported consolidated revenue of $453.6 million, an increase of 63.8% from $276.8 million in the comparable period of 2013. This included $117.6 million of revenue contributed by Ingeus and Matrix. Excluding this revenue from acquired businesses, consolidated revenue was $336.0 million, an increase of 21.4% from the year ago period.

 

General and administrative (G&A) expense as a percentage of revenue decreased to 1.9% in the fourth quarter of 2014 from 4.5% in fourth quarter of 2013. Fourth quarter 2014 G&A benefited from a $16.3 million reversal in the fair value of contingent consideration payable to the sellers of certain of our acquisitions and included $6.8 million in acquisition and financing costs.

 

Fourth quarter 2014 results also included a $6.9 million asset impairment charge, a $1.5 million expense related to the amortization of the fair value of restricted stock awards issued in connection with the acquisition of Ingeus, $1.0 million related to integration and restructuring charges, and $4.5 million of financing fees related to the bridge financing commitment that were deferred and recognized in interest expense.

 

Adjusted EBITDA (non-GAAP) for the fourth quarter of 2014 was $27.5 million compared to $11.1 million in the same period last year. A reconciliation of net income to EBITDA and Adjusted EBITDA is presented below.

 

The Company reported net income of $7.1 million, or $0.45 per diluted share, in the fourth quarter of 2014 compared to net income of $3.4 million, or $0.24 per diluted share, in the prior year period.

 

Full-Year 2014 Results

For the full year of 2014, the Company reported consolidated revenue of $1.5 billion, an increase of 31.9% from $1.1 billion in 2013. This included $222.6 million of revenue contributed by Ingeus and Matrix. Excluding this revenue from acquired businesses, consolidated revenue was $1.3 billion, an increase of 12.1% from the year ago period.

 

General and administrative expense as a percentage of revenue remained constant at 4.3% in 2014 and 2013. 2014 G&A was positively impacted by a $16.3 million reversal in the fair value of contingent consideration payable to the sellers of certain of our acquisitions and included $14.8 million in acquisition and financing costs.

 

2014 results also included a $6.9 million asset impairment charge, a $3.4 million expense related to the amortization of the fair value of restricted stock awards issued in connection with the acquisition of Ingeus, $2.8 million related to integration and restructuring charges, and $4.5 million of financing fees related to the bridge financing commitment that were deferred and recognized in interest expense.

 

Adjusted EBITDA (non-GAAP) for 2014 was $84.0 million, an increase of 51.9% from $55.3 million last year. A reconciliation of net income to EBITDA and Adjusted EBITDA is presented below.

 

 
 

 

 

Net income was $20.3 million, or $1.35 per diluted share, in 2014, compared to $19.4 million, or $1.41 per diluted share, in 2013.

 

Warren Rustand, Chief Executive Officer, stated, “With solid organic growth and profitability, and the completion of two significant strategic acquisitions in 2014, we have assembled a portfolio of businesses that span the healthcare and social service continuum and diversify our profit stream. In 2015, we expect to focus on disciplined growth, providing unique solutions to our clients and increasing our investment in our verticals in order to pursue our goal of creating long term intrinsic value for our shareholders. More specifically, in 2015 we will be increasing capital expenditures to $35 to $45 million, led by investments in the scalable areas of our businesses, in order to drive top line growth and operational efficiency. Finally, we also intend to invest significant capital in Ingeus in order to support the standing up of new contracts that we expect to create long term value for our shareholders.”

 

Segment Results

For analysis purposes, net sales, costs of services and operating income on a comparable basis are provided for Providence’s four segments for the three month and twelve month periods ended December 31, 2014, or alternatively for the periods that Providence owned the segment. All segment results include an allocation of Providence Service Corporation corporate overhead costs. As a result, the operating income of all segments is impacted by increases in general and administrative expenses due to acquisition, financing, integration, and restructuring related costs that are recorded at corporate.

 

Non-emergency Transportation (NET) Services

Revenue from Providence’s NET Services segment increased 30.3% to $243.9 million in the fourth quarter from $187.2 million in the prior year period. NET Services expenses were $222.3 million in the fourth quarter, or 91.2% of NET Services revenue compared to expenses of $173.8 million or 92.8% of NET Services revenue in the fourth quarter of 2013. NET Services operating income increased 85.2% to $14.3 million in the fourth quarter from $7.7 million in the prior year period. NET Services operating income in the fourth quarter included the allocation from corporate of approximately $1.4 million in acquisition, financing, integration, and restructuring costs.

 

NET Services revenue grew 14.8% to $884.3 million in 2014 from $770.2 million in the prior year. NET Services expenses were $800.2 million in 2014, or 90.5% of NET Services revenue, compared to $710.4 million, or 92.2% of NET Services revenue, in 2013 due primarily to lower utilization of transportation services than historical trends. NET Services operating income increased 49.5% to $56.8 million in 2014 from $38.0 million in 2013. NET Services operating income for the year was burdened by the allocation from corporate of approximately $3.7 million in acquisition, financing, integration, and restructuring costs.

 

NET Services revenue was favorably impacted by new contracts and expansion in certain markets, while the cost of transportation as a percentage of non-emergency transportation services revenue decreased due primarily to lower utilization of transportation services than historical trends.

 

 
 

 

 

Human Services

Revenue from the Human Services segment increased 2.8% to $92.1 million from $89.6 million in the fourth quarter of 2013. Client service expense was $83.9 million in the fourth quarter of 2014, or 91.1% of Human Services revenue, compared to $80.9 million, or 90.3% of revenue in 2013. Human Services operating loss was $8.5 million in the fourth quarter compared to a loss of $1.6 million in the prior year period. Human Services operating loss in the fourth quarter included the allocation from corporate of approximately $2.7 million in acquisition, financing, integration, and restructuring costs as well as an asset impairment charge of $6.9 million.

 

Human Services revenue increased 6.2% to $374.2 million in 2014 from $352.4 million in 2013. Client service expense was $343.3 million in 2014, or 91.7% of Human Services revenue compared $309.6 million, or 87.9% of revenue in 2013. Human Services operating income decreased to a loss of $19.6 million in 2014 from income of $0.6 million in 2013. Human Services operating loss for the year included the allocation from corporate of approximately $7.7 million in acquisition, financing, integration, and restructuring costs as well as an asset impairment charge of $6.9 million. In addition, Human Services results for the year were negatively impacted by litigation charges of $1.4 million related to our Nevada operations. This litigation charge has not been included as an adjustment in our presentation of Adjusted EBITDA.

 

Our Human Services revenue benefited from new and expanded contracts, including the Texas foster care contract that began in 2013, as well as two small tuck-in acquisitions. Higher than expected expenses in our Texas foster care contract, which contributed to $3.8 million of losses in operating income in 2014, led us to exit this contract in 2014.

 

Workforce Development (WD) Services

WD Services revenue was $74.3 million in the fourth quarter and relates entirely to the Ingeus business that was acquired May 30, 2014. WD Service expense was $69.0 million in the quarter, or 92.9% of WD revenue. WD Services operating income was $10.0 million in the fourth quarter of 2014 and included a $1.5 million expense related to the amortization of the fair value of restricted stock awards issued in connection with the acquisition of Ingeus. WD Services operating income for the quarter also included the allocation from corporate of approximately $1.5 million in acquisition, financing, integration, and restructuring costs as well as a benefit of $16.1 million related to the reduction in contingent consideration liabilities.

 

WD Services revenue was $179.3 million for 2014. WD Services expense was $160.2 million in 2014, or 89.3% of WD revenue. WD Services operating income was $6.0 million in 2014 and included a $3.4 million expense related to the amortization of the fair value of restricted stock awards issued in connection with the acquisition of Ingeus. WD Services operating income for the year also included the allocation from corporate of approximately $4.0 million in acquisition, financing, integration, and restructuring costs as well as a benefit of $16.1 million related to the reduction in contingent consideration liabilities. Our WD Services operating results fluctuate from period to period based upon contract milestones and start-up costs associated with new contracts.

 

Health Assessment (HA) Services

HA Services revenue, primarily derived from providing comprehensive health assessments, was $43.3 million for the fourth quarter and full year period and was comprised of revenue from Matrix, acquired on October 23, 2014. HA Service expense was $35.2 million, or 81.2% of HA Services revenue. HA Services operating loss was $0.9 million in the fourth quarter and full year of 2014. HA Services operating loss in the fourth quarter and full year included the allocation from corporate of approximately $2.2 million in acquisition, financing, integration, and restructuring costs.

 

Goodwill Impairment and Changes in Acquisition Related Fair Value Measurements

In conjunction with our annual review of goodwill impairment as of December 31, 2014, we performed an impairment analysis and determined that goodwill was impaired for two of our Human Services segment reporting units. The goodwill impairment in the Maple Star reporting unit was attributable to declines in forecasted referrals, leading to a decline in projected future cash flows of the entity. We recorded an impairment charge of $3.8 million related to the Maple Star reporting unit. The impairment for the second reporting unit was attributable to lower than expected performance during 2014 in the Providence of Idaho reporting unit, as well as lower than expected projections in future years. An impairment charge of $2.8 million was recorded related to the Providence of Idaho reporting unit.

 

The Company periodically reviews the fair value measurement of contingent consideration related to certain acquisitions, as the Company may be required to pay additional consideration based on the achievement of certain earnings targets. Acquisition-related contingent consideration was initially measured and recorded at fair value as an element of consideration paid in connection with the acquisition. Subsequent changes in the estimated fair value of the contingent consideration that relate to events occurring subsequent to the date of the acquisition are recorded in operating income over the period in which the obligation is expected to be settled. As previously mentioned, the Company recorded a gain of $16.3 million within 2014 G&A expense due to a decline in the estimated fair value of contingent consideration. We anticipate periodic reviews of this fair value measurement and may experience increases or decreases in the measurement as our outlook changes. We anticipate that this outlook will be impacted by the anticipated performance of significant projects, which we continuously evaluate, particularly as they emerge from their start-up phases.
 

Conference Call

Providence will hold a conference call at 11:00 a.m. EDT (8:00 a.m. PDT/MST) Tuesday, March 17, 2015 to discuss its financial results and corporate developments. Interested parties are invited to listen to the call live over the Internet at http://investor.provcorp.com. The call is also available by dialing (877) 415-3183, or for international callers (857) 244-7326, and by using the passcode 18601508. A replay of the teleconference will be available on http://investor.provcorp.com. A replay will also be available until March 24, 2015 by dialing (888) 286-8010 or (617) 801-6888 and using passcode 52088848.

 

About Providence

Providence is a Tucson, Arizona-based company that provides and manages government sponsored human services, innovative global employment services, comprehensive health assessment and care management services, and non-emergency transportation services. It offers: (1) non-emergency transportation management services to state Medicaid programs, local government agencies, hospital systems, health maintenance organizations, private managed care organizations and commercial insurers, as well as to individuals with limited mobility, people with limited means of transportation, people with disabilities and Medicaid members (2) home- and community-based counseling services, which include home-based and intensive home-based counseling, workforce development, substance abuse treatment services, school support services and correctional services; (3) foster care and therapeutic foster care services; (4) case management, referral and monitoring services; (5) social improvement, employment and welfare services to various international government bodies and corporations; and (6) in-home comprehensive health assessment and care management services primarily to Medicare Advantage programs. Providence is unique in that it provides and manages its human services primarily in the client’s own home or in community based settings, rather than in hospitals or treatment facilities and provides its non-emergency transportation services clients through local transportation providers rather than an owned fleet of vehicles.

 

 
 

 

 

Non-GAAP Presentation

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 and Adjusted EBITDA, 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.

 

 

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. 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--

 

 
 

 

 

Providence Service Corporation

Page 5

 

 

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,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Service revenue

    453,596       276,845       1,481,171       1,122,682  
                                 

Operating expenses:

                               

Service expense

    410,383       254,694       1,338,793       1,020,051  

General and administrative expense

    8,692       12,368       63,635       48,633  

Depreciation and amortization

    12,583       3,683       29,488       14,872  

Asset impairment charge

    6,915       -       6,915       492  

Total operating expenses

    438,573       270,745       1,438,831       1,084,048  

Operating income

    15,023       6,100       42,340       38,634  
                                 

Other (income) expense:

                               

Interest expense, net

    10,380       1,578       14,600       6,894  

Loss(Gain) on foreign currency translation

    26       -       (37 )     -  

Loss on extinguishment of debt

    -       -       -       525  

Income before income taxes

    4,617       4,522       27,777       31,215  

Provision for income taxes

    (2,433 )     1,165       7,502       11,777  

Net income

  $ 7,050     $ 3,357     $ 20,275     $ 19,438  
                                 

Earnings per share:

                               

Basic

  $ 0.46     $ 0.24     $ 1.37     $ 1.44  

Diluted

  $ 0.45     $ 0.24     $ 1.35     $ 1.41  
                                 

Weighted-average number of common shares outstanding:

                               

Basic

    15,379,414       13,763,037       14,765,303       13,499,885  

Diluted

    15,573,109       14,121,956       15,018,561       13,809,874  

 

 

 

 

 

 

 

--more--

 

 
 

 

 

Providence Service Corporation

Page 6

 

 

The Providence Service Corporation

Consolidated Balance Sheets

(in thousands except share and per share data)

(UNAUDITED)

 

   

December 31,

 
   

2014

   

2013

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 160,406     $ 98,995  

Accounts receivable, net of allowance of $6,034 in 2014 and $4,218 in 2013

    151,344       88,315  

Other receivables

    6,866       6,607  

Prepaid expenses and other

    46,157       11,831  

Restricted cash

    3,807       3,772  

Deferred tax assets

    6,066       2,152  

Total current assets

    374,646       211,672  

Property and equipment, net

    57,148       32,709  

Goodwill

    355,641       113,263  

Intangible assets, net

    340,673       43,476  

Other assets

    22,373       11,681  

Restricted cash, less current portion

    14,764       11,957  

Total assets

  $ 1,165,245     $ 424,758  

Liabilities and stockholders' equity

               

Current liabilities:

               

Current portion of long-term obligations

  $ 25,188     $ 48,250  

Note payable to related party

    65,500       -  

Accounts payable

    48,061       3,904  

Accrued expenses

    121,857       52,484  

Accrued transportation costs

    55,492       54,962  

Deferred revenue

    12,245       3,687  

Reinsurance liability reserve

    11,115       10,778  

Total current liabilities

    339,458       174,065  

Long-term obligations, less current portion

    484,525       75,250  

Other long-term liabilities

    26,609       15,359  

Deferred tax liabilities

    93,239       9,447  

Total liabilities

    943,831       274,121  

Commitments and contingencies

               

Stockholders' equity

               

Common stock: authorized 40,000,000 shares; $0.001 par value; 16,807,285 and 14,477,312 issued and outstanding (including treasury shares)

    17       14  

Additional paid-in capital

    261,155       194,363  

Accumulated deficit

    (13,366 )     (33,641 )

Accumulated other comprehensive loss, net of tax

    (8,756 )     (1,419 )

Treasury shares, at cost, 1,014,108 and 956,442 shares

    (17,686 )     (15,641 )

Total Providence stockholders' equity

    221,364       143,676  

Non-controlling interest

    50       6,961  

Total stockholders' equity

    221,414       150,637  

Total liabilities and stockholders' equity

  $ 1,165,245     $ 424,758  

 

 

 

--more--

 

 
 

 

 

 

Providence Service Corporation

Page 7

 

 

The Providence Service Corporation

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

   

Year ended

 
   

December 31,

 
   

2014

   

2013

 

Operating activities

               

Net income

  $ 20,275     $ 19,438  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    14,051       7,738  

Amortization

    15,437       7,134  

Provision for doubtful accounts

    2,589       3,245  

Stock based compensation

    7,562       3,079  

Deferred income taxes

    (5,208 )     (3,282 )

Amortization of deferred financing costs

    5,561       960  

Loss on extinguishment of debt

    -       525  

Excess tax benefit upon exercise of stock options

    (2,722 )     (1,120 )

Gains on remeasurement of contingent consideration

    (16,314 )     -  

Asset impairment charge

    6,915       492  

Other non-cash charges

    3,088       364  

Changes in operating assets and liabilities, net of effects of acquisitions:

               

Accounts receivable

    (17,208 )     7,186  

Other receivables

    327       1,199  

Restricted cash

    266       (141 )

Prepaid expenses and other

    (7,954 )     (856 )

Reinsurance liability reserve

    3,761       (19 )

Accounts payable and accrued expenses

    28,483       18,863  

Accrued transportation costs

    530       (6,354 )

Deferred revenue

    (3,454 )     (3,366 )

Other long-term liabilities

    (790 )     152  

Net cash provided by operating activities

    55,195       55,237  

Investing activities

               

Acquisitions, net of cash acquired

    (416,986 )     (989 )

Purchase of property and equipment

    (23,242 )     (10,183 )

Net increase in short-term investments

    (19 )     177  

Restricted cash for reinsured claims losses

    (3,108 )     (2,848 )

Net cash used in investing activities

    (443,355 )     (13,843 )

Financing activities

               

Repurchase of common stock, for treasury

    (524 )     (547 )

Proceeds from common stock issued pursuant to stock option exercise

    11,019       10,069  

Excess tax benefit upon exercise of stock options

    2,722       1,120  

Proceeds from long-term debt

    501,200       76,000  

Repayment of long-term debt

    (48,625 )     (82,500 )

Debt financing costs

    (12,769 )     (2,082 )

Capital lease payments

    73       (9 )

Net cash provided by financing activities

    453,096       2,051  

Effect of exchange rate changes on cash

    (3,525 )     (313 )

Net change in cash

    61,411       43,132  

Cash at beginning of period

    98,995       55,863  

Cash at end of period

  $ 160,406     $ 98,995  

 

 

--more--

 

 
 

 

 

 

Providence Service Corporation

Page 8                                                       

 

The Providence Service Corporation

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA

(in thousands)

(Unaudited)

 

   

Three months ended

   

Year ended

 
   

December 31,

   

December 31,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Net income

  $ 7,050     $ 3,357     $ 20,275     $ 19,438  
                                 

Interest expense, net

    10,380       1,578       14,600       6,894  

Provision for income taxes

    (2,433 )     1,165       7,502       11,777  

Depreciation and amortization

    12,583       3,683       29,488       14,872  
                                 

EBITDA

    27,580       9,783       71,865       52,981  
                                 

Acquisition related costs

    3,827       -       11,838       -  

Integration and restructuring charges

    1,024       -       2,785       -  

General and administrative financing costs

    2,971       -       2,971       -  

Ingeus acquisition related equity compensation

    1,502       -       3,426       -  

Loss(Gain) on foreign currency translation

    26       -       (37 )     -  

Contingent consideration adjustments

    (16,314 )     -       (16,314 )     -  

Asset impairment charge

    6,915       -       6,915       492  

Payments related to retirement and termination of executive officers

    -       1,277       511       1,277  

Loss on extinguishment of debt

    -       -       -       525  
                                 

Adjusted EBITDA

  $ 27,531     $ 11,060     $ 83,960     $ 55,275  

 

 

--more--

 

 
 

 

 

Providence Service Corporation

Page 9

  

The Providence Service Corporation

Segment Information

(in thousands)

(Unaudited)

 

   

For the quarter ended December 31, 2014

 
   

NET

   

Human

   

WD

   

HA

           

Consolidated

 
   

Services

   

Services

   

Services

   

Services

   

Corporate (a)

   

Total

 
                                                 

Revenues

  $ 243,859     $ 92,111     $ 74,295     $ 43,331     $ -     $ 453,596  

Depreciation and amortization

    2,147       1,975       2,842       5,619       -       12,583  

Operating income

    14,338       (8,499 )     10,041       (857 )     -       15,023  

 

   

For the quarter ended December 31, 2013

 
   

NET

   

Human

   

WD

   

HA

           

Consolidated

 
   

Services

   

Services

   

Services

   

Services

   

Corporate (a)

   

Total

 
                                                 

Revenues

  $ 187,218     $ 89,627     $ -     $ -     $ -     $ 276,845  

Depreciation and amortization

    1,861       1,822       -       -       -       3,683  

Operating income

    7,741       (1,641 )     -       -       -       6,100  

 

   

For the year ended December 31, 2014

 
   

NET

   

Human

   

WD

   

HA

           

Consolidated

 
   

Services

   

Services

   

Services

   

Services

   

Corporate (a)

   

Total

 
                                                 

Revenues

  $ 884,287     $ 374,245     $ 179,308     $ 43,331     $ -     $ 1,481,171  

Depreciation and amortization

    7,699       8,268       7,902       5,619       -       29,488  

Operating income

    56,804       (19,597 )     5,990       (857 )     -       42,340  

 

   

For the year ended December 31, 2013

 
   

NET

   

Human

   

WD

   

HA

           

Consolidated

 
   

Services

   

Services

   

Services

   

Services

   

Corporate (a)

   

Total

 
                                                 

Revenues

  $ 770,246     $ 352,436     $ -     $ -     $ -     $ 1,122,682  

Depreciation and amortization

    7,725       7,147       -       -       -       14,872  

Operating income

    37,994       640       -       -       -       38,634  

 

   

(a) Corporate costs have been allocated to the four operating segments.

 

 

###

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