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): May 11, 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)) |
Item 2.02 Results of Operations and Financial Condition.
On May 11, 2015, we issued a press release containing certain financial information for the quarter ended March 31, 2015. As noted in the press release, we have provided non-GAAP financial measures (earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA, adjusted net income and adjusted diluted earnings per share), 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 May 12, 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, 2014. The table below presents our revenue and a reconciliation of net income to adjusted EBITDA for the twelve months ended March 31, 2015, assuming that we had acquired Ingeus and Matrix on January 1, 2014:
|
|
(in thousands) |
|
|
|
Pro forma twelve months ended |
|
|
|
March 31, 2015 |
|
|
|
|
|
|
Service revenue |
|
$ |
1,877,028 |
|
|
|
|
|
|
Net income |
|
$ |
31,844 |
|
|
|
|
|
|
Interest expense, net |
|
|
31,703 |
|
Provision for income taxes |
|
|
17,867 |
|
Depreciation and amortization |
|
|
61,524 |
|
|
|
|
|
|
EBITDA |
|
|
142,938 |
|
|
|
|
|
|
Acquisition costs |
|
|
100 |
|
Integration and restructuring charges |
|
|
2,771 |
|
Ingeus acquisition related equity compensation |
|
|
5,959 |
|
Loss on foreign currency translation |
|
|
216 |
|
Contingent consideration adjustments |
|
|
(16,314 |
) |
Asset impairment charges |
|
|
6,915 |
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
142,585 |
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 11, 2015, we also announced that Chief Executive Officer Warren Rustand has informed our board of directors that he will be stepping down from his role as Chief Executive Officer and board member, effective as of June 1, 2015. Our chairman, Chris Shackelton, will assume the role of Chief Executive Officer on an interim basis until a replacement is named, also effective June 1, 2015. Mr. Rustand has agreed to remain with the Company as a Senior Advisor for the remainder of 2015. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
|
|
99.1 |
|
Company’s Press Release dated May 11, 2015. |
|
|
|
99.2 |
|
Company’s Press Release dated May 11, 2015. |
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: May 11, 2015 |
|
|
|
By: |
|
/s/ James Lindstrom |
|
|
|
|
Name: |
|
James Lindstrom |
|
|
|
|
Title: |
|
Chief Financial Officer |
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 First Quarter 2015 Results
First Quarter 2015 Financial Highlights:
|
● |
Revenues increased 74.8% to $505.8 million (or 20.0% organically) |
|
● |
Diluted earnings per common share of $0.32, Adjusted diluted earnings per common share (non-GAAP) of $0.77 |
|
● |
Adjusted EBITDA (non-GAAP) of $36.3 million |
|
● |
Cash flow from operations of $15.4 million |
TUCSON, ARIZONA – May 11, 2015 -- The Providence Service Corporation (Nasdaq: PRSC) today announced its financial results for the first quarter ended March 31, 2015. Included in the results are the acquired operations of Ingeus and Matrix Medical Network from May 31, 2014 and October 24, 2014, respectively.
First Quarter 2015 Results
For the first quarter of 2015, the Company reported consolidated revenue of $505.8 million, an increase of 74.8% from $289.4 million in the comparable period of 2014. This included $158.4 million of revenue contributed by Ingeus and Matrix. Excluding this revenue from acquired businesses, consolidated revenue was $347.4 million, an increase of 20.0% from the comparable period of 2014.
Service expense as a percentage of revenue was 87.8% in the first quarter of 2015 compared to 89.8% in the first quarter of 2014. First quarter 2015 service expense included a $1.5 million charge related to the amortization of the fair value of restricted stock awards issued in connection with the acquisition of Ingeus. General and administrative (G&A) expense as a percentage of revenue was 4.9% in the first quarter of 2015 compared to 4.7% in the first quarter of 2014. The Company also reported a loss on equity investment of $2.5 million in the quarter related to the Company’s investment in Mission Providence, a joint venture in Australia, which incurred start-up costs during the first quarter of 2015 related to recent successful bidding activity.
The Company reported net income available to common shareholders of $5.1 million, or $0.32 per diluted common share, in the first quarter of 2015 compared to net income available to common shareholders of $6.3 million, or $0.44 per diluted common share, in the prior year period. Adjusted net income available to common shareholders (non-GAAP) in the first quarter of 2015 was $12.5 million, or $0.77 per diluted common share, versus first quarter 2014 adjusted net income available to common shareholders (non-GAAP) of $9.2 million, or $0.60 per diluted common share. A reconciliation of net income to adjusted net income available to common shareholders (non-GAAP) and showing the calculation of adjusted earnings per common share is presented below.
Adjusted EBITDA (non-GAAP) for the first quarter of 2015 was $36.3 million compared to $18.2 million in the same period last year. Adjusted EBITDA includes the loss on equity investment of $2.5 million related to Mission Providence. A reconciliation of net income to EBITDA and Adjusted EBITDA is presented below.
Warren Rustand, Chief Executive Officer, stated, “We are pleased to report solid first quarter financial results, driven by strong revenue growth and operating margins at both our NET and Health Assessment Services segments. We were also pleased to see continued revenue growth and margin expansion in our Human Services segment and, as expected, our Workforce Development segment experienced low-single digit margins due to start-up costs associated with multiple new contracts. Finally, while we experienced strong organic growth in the first quarter across our segments, we remain cognizant of the quarterly volatility of certain of our businesses and focused on our 2015 goals as previously communicated.”
Segment Results
For analysis purposes, revenue, expenses, operating income, net income, EBITDA (non-GAAP), and Adjusted EBITDA (non-GAAP) on a comparable basis are provided for Providence’s four segments for the three month period ended March 31, 2015 and 2014. Beginning in 2015, the Company began analyzing the results of the segments without the historical allocation of indirect corporate costs. Only corporate costs that represent expenses directly attributable to specific segments are allocated to the respective segment. As such, the operating segment results for 2014 have been recast. Corporate and Other includes corporate costs that are not directly attributable to a segment, eliminations, and the activities of the Company’s wholly-owned captive insurance subsidiary. Additionally, in 2015, the oversight of the Company’s legacy workforce development businesses has been transferred to the management team of the WD Services segment. As such, the financial results of these legacy workforce development businesses have been reclassified from the Human Services segment to the WD Services segment for the periods presented.
Non-emergency Transportation (NET) Services
Revenue from the NET Services segment increased 28.6% to $254.8 million in the first quarter from $198.1 million in the prior year period. Service expense for the segment increased to $229.2 million in the first quarter, or 90.0% of NET Services revenue, compared to $175.2 million or 88.5% of NET Services revenue in the first quarter of 2014. NET Services operating income increased 8.4% to $20.7 million in the first quarter from $19.1 million in the prior year period. NET Services Adjusted EBITDA (non-GAAP) increased $2.1 million, or 10.1%, to $23.0 million in the first quarter from $20.9 million in the prior year period.
NET Services revenue was favorably impacted by new contracts in Rhode Island, Maine, and Texas and increased membership in certain states, partially offset by the elimination of contracts in Mississippi and Connecticut. Our cost of transportation as a percentage of non-emergency transportation services revenue increased due primarily to increased utilization partially attributable to higher usage by expansion and woodwork populations, as well as less severe weather in the first quarter of 2015 compared to the prior year period.
Human Services
Revenue from the Human Services segment increased 2.5% to $86.2 million in the first quarter of 2015, compared to $84.1 million in the first quarter of 2014. Both periods exclude revenue related to the legacy workforce development services business that was transitioned to the WD Services segment at the beginning of 2015. Service expense for the segment was $77.5 million in the first quarter of 2015, or 90.0% of Human Services revenue, compared to $78.9 million, or 93.8% of revenue in 2014. Human Services operating income was $1.8 million in the first quarter compared to a loss of $1.3 million in the prior year period. Human Services Adjusted EBITDA (non-GAAP) increased $2.9 million to $3.7 million in the first quarter from $0.8 million in the prior year period.
Human Services revenue increased primarily due to two acquisitions and organic expansion in certain markets, partially offset by the decrease in revenue related to the termination of the Texas foster care contract. The exit from Texas contributed to the lower cost of services as a percent of revenue in the quarter.
Workforce Development (WD) Services
WD Services revenue was $107.6 million in the first quarter of 2015 and relates primarily to the Ingeus business that was acquired on May 30, 2014. In the first quarter of 2014, WD Services revenue was $7.4 million and represents the legacy workforce development services business that had historically been part of Human Services. Service expense for the segment was $94.2 million in the first quarter of 2015, or 87.6% of WD revenue. WD Services operating income was $2.8 million in the first quarter of 2015 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 Adjusted EBITDA (non-GAAP) was $5.2 million in the first quarter of 2015 and included a loss on equity investment of $2.5 million related to Mission Providence. In the first quarter of 2014, service expense was $6.4 million, or 86.2% of WD revenue, operating income was $0.4 million, and Adjusted EBITDA (non-GAAP) was $0.5 million.
As previously disclosed, our WD Services operating results may fluctuate from quarter to quarter due to the recognition of revenues based upon the achievement of certain contract milestones and expenses related to the commencement of new contracts.
Health Assessment (HA) Services
HA Services revenue, primarily derived from providing comprehensive health assessments, was $57.4 million in the first quarter of 2015 and is comprised of revenue from Matrix, acquired on October 23, 2014. Service expense for the segment was $43.2 million, or 75.2% of HA Services revenue. HA Services operating income was $6.5 million in the first quarter of 2015, and HA Services Adjusted EBITDA (non-GAAP) was $13.7 million for the same period.
Conference Call
Providence will hold a conference call at 11:00 a.m. EDT (8:00 a.m. PDT/MST) Tuesday, May 12, 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) 703-6103, or for international callers (857) 244-7302, and by using the passcode 86411673. A replay of the teleconference will be available on http://investor.provcorp.com. A replay will also be available until May 19, 2015 by dialing (888) 286-8010 or (617) 801-6888 and using passcode 41247620.
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, Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS, 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 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.
--financial tables to follow--
Providence Service Corporation
Page 4
The Providence Service Corporation |
Unaudited Condensed Consolidated Statements of Income |
(in thousands except share and per share data) |
|
|
Three months ended |
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
Service revenue |
|
$ |
505,795 |
|
|
$ |
289,403 |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Service expense |
|
|
443,868 |
|
|
|
259,937 |
|
General and administrative expense |
|
|
24,684 |
|
|
|
13,617 |
|
Depreciation and amortization |
|
|
14,900 |
|
|
|
3,728 |
|
Total operating expenses |
|
|
483,452 |
|
|
|
277,282 |
|
Operating income |
|
|
22,343 |
|
|
|
12,121 |
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
6,007 |
|
|
|
1,585 |
|
Loss on equity investment |
|
|
2,483 |
|
|
|
- |
|
Loss on foreign currency translation |
|
|
319 |
|
|
|
41 |
|
Income before income taxes |
|
|
13,534 |
|
|
|
10,495 |
|
Provision for income taxes |
|
|
7,297 |
|
|
|
4,208 |
|
Net income |
|
$ |
6,237 |
|
|
$ |
6,287 |
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
5,093 |
|
|
$ |
6,287 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.32 |
|
|
$ |
0.45 |
|
Diluted |
|
$ |
0.32 |
|
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
15,976,050 |
|
|
|
13,801,456 |
|
Diluted |
|
|
16,145,176 |
|
|
|
15,257,557 |
|
--more--
Providence Service Corporation
Page 5
The Providence Service Corporation |
Condensed Consolidated Balance Sheets |
(in thousands except share and per share data) |
|
|
March 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
(Unaudited) |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
170,130 |
|
|
$ |
160,406 |
|
Accounts receivable, net of allowance of $6,449 in 2015 and $6,034 in 2014 |
|
|
198,644 |
|
|
|
151,344 |
|
Other receivables |
|
|
6,724 |
|
|
|
6,866 |
|
Prepaid expenses and other |
|
|
36,323 |
|
|
|
46,157 |
|
Restricted cash |
|
|
2,633 |
|
|
|
3,807 |
|
Deferred tax assets |
|
|
5,729 |
|
|
|
6,066 |
|
Total current assets |
|
|
420,183 |
|
|
|
374,646 |
|
Property and equipment, net |
|
|
58,689 |
|
|
|
57,148 |
|
Goodwill |
|
|
353,995 |
|
|
|
355,641 |
|
Intangible assets, net |
|
|
328,289 |
|
|
|
340,673 |
|
Other assets |
|
|
22,053 |
|
|
|
22,373 |
|
Restricted cash, less current portion |
|
|
15,349 |
|
|
|
14,764 |
|
Total assets |
|
$ |
1,198,558 |
|
|
$ |
1,165,245 |
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term obligations |
|
$ |
27,125 |
|
|
$ |
25,188 |
|
Note payable to related party |
|
|
- |
|
|
|
65,500 |
|
Accounts payable |
|
|
34,626 |
|
|
|
48,061 |
|
Accrued expenses |
|
|
137,682 |
|
|
|
121,857 |
|
Accrued transportation costs |
|
|
73,322 |
|
|
|
55,492 |
|
Deferred revenue |
|
|
14,678 |
|
|
|
12,245 |
|
Reinsurance liability reserve |
|
|
6,880 |
|
|
|
11,115 |
|
Total current liabilities |
|
|
294,313 |
|
|
|
339,458 |
|
Long-term obligations, less current portion |
|
|
476,898 |
|
|
|
484,525 |
|
Other long-term liabilities |
|
|
30,139 |
|
|
|
26,609 |
|
Deferred tax liabilities |
|
|
91,386 |
|
|
|
93,239 |
|
Total liabilities |
|
|
892,736 |
|
|
|
943,831 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Mezzanine equity |
|
|
|
|
|
|
|
|
Preferred stock: Authorized 10,000,000 shares; $0.001 par value; 805,000 and 0 issued and outstanding; 5.5%/8.5% dividend rate |
|
|
76,894 |
|
|
|
- |
|
Stockholders' equity |
|
|
|
|
|
|
|
|
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,060,002 and 16,870,285 issued and outstanding (including treasury shares) |
|
|
17 |
|
|
|
17 |
|
Additional paid-in capital |
|
|
268,438 |
|
|
|
261,155 |
|
Accumulated deficit |
|
|
(7,129 |
) |
|
|
(13,366 |
) |
Accumulated other comprehensive loss, net of tax |
|
|
(14,051 |
) |
|
|
(8,756 |
) |
Treasury shares, at cost, 1,029,294 and 1,014,108 shares |
|
|
(18,407 |
) |
|
|
(17,686 |
) |
Total Providence stockholders' equity |
|
|
228,868 |
|
|
|
221,364 |
|
Non-controlling interest |
|
|
60 |
|
|
|
50 |
|
Total stockholders' equity |
|
|
228,928 |
|
|
|
221,414 |
|
Total liabilities and stockholders' equity |
|
$ |
1,198,558 |
|
|
$ |
1,165,245 |
|
--more--
Providence Service Corporation
Page 6
The Providence Service Corporation |
Unaudited Condensed Consolidated Statements of Cash Flows |
(in thousands) |
|
|
Three months ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,237 |
|
|
$ |
6,287 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
5,089 |
|
|
|
2,103 |
|
Amortization |
|
|
9,811 |
|
|
|
1,625 |
|
Provision for doubtful accounts |
|
|
599 |
|
|
|
557 |
|
Stock based compensation |
|
|
2,864 |
|
|
|
408 |
|
Deferred income taxes |
|
|
(1,512 |
) |
|
|
(1,333 |
) |
Amortization of deferred financing costs |
|
|
539 |
|
|
|
214 |
|
Excess tax benefit upon exercise of stock options |
|
|
(1,989 |
) |
|
|
(323 |
) |
Loss on equity investment |
|
|
2,483 |
|
|
|
- |
|
Other non-cash charges |
|
|
319 |
|
|
|
35 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(49,699 |
) |
|
|
(12,534 |
) |
Other receivables |
|
|
77 |
|
|
|
984 |
|
Restricted cash |
|
|
(106 |
) |
|
|
(111 |
) |
Prepaid expenses and other |
|
|
6,364 |
|
|
|
6,049 |
|
Reinsurance liability reserve |
|
|
(1,121 |
) |
|
|
(1,950 |
) |
Accounts payable and accrued expenses |
|
|
14,083 |
|
|
|
8,862 |
|
Accrued transportation costs |
|
|
17,830 |
|
|
|
(98 |
) |
Deferred revenue |
|
|
2,879 |
|
|
|
131 |
|
Other long-term liabilities |
|
|
631 |
|
|
|
(3,060 |
) |
Net cash provided by operating activities |
|
|
15,378 |
|
|
|
7,846 |
|
Investing activities |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(6,394 |
) |
|
|
(2,723 |
) |
Acquisitions, net of cash acquired |
|
|
(1,665 |
) |
|
|
- |
|
Net decrease in short-term investments |
|
|
(5 |
) |
|
|
(5 |
) |
Restricted cash for reinsured claims losses |
|
|
694 |
|
|
|
1,525 |
|
Net cash used in investing activities |
|
|
(7,370 |
) |
|
|
(1,203 |
) |
Financing activities |
|
|
|
|
|
|
|
|
Proceeds from issuance of preferred stock, net of issuance costs |
|
|
80,667 |
|
|
|
- |
|
Preferred stock dividends |
|
|
(594 |
) |
|
|
- |
|
Repurchase of common stock, for treasury |
|
|
(721 |
) |
|
|
(470 |
) |
Proceeds from common stock issued pursuant to stock option exercise |
|
|
2,199 |
|
|
|
506 |
|
Excess tax benefit upon exercise of stock options |
|
|
1,989 |
|
|
|
323 |
|
Repayment of long-term debt |
|
|
(71,312 |
) |
|
|
- |
|
Payment of contingent consideration |
|
|
(7,496 |
) |
|
|
- |
|
Other |
|
|
13 |
|
|
|
(2 |
) |
Net cash provided by financing activities |
|
|
4,745 |
|
|
|
357 |
|
Effect of exchange rate changes on cash |
|
|
(3,029 |
) |
|
|
(155 |
) |
Net change in cash |
|
|
9,724 |
|
|
|
6,845 |
|
Cash at beginning of period |
|
|
160,406 |
|
|
|
98,995 |
|
Cash at end of period |
|
$ |
170,130 |
|
|
$ |
105,840 |
|
--more--
Providence Service Corporation
Page 7
The Providence Service Corporation
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
(in thousands)
(Unaudited)
|
|
Three Months Ended March 31, 2015 |
|
|
|
NET Services |
|
|
Human
Services |
|
|
WD Services |
|
|
HA Services |
|
|
Corporate and
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,611 |
|
|
$ |
1,036 |
|
|
$ |
(2,380 |
) |
|
$ |
3,846 |
|
|
$ |
(8,876 |
) |
|
$ |
6,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(1 |
) |
|
|
(20 |
) |
|
|
(16 |
) |
|
|
(4 |
) |
|
|
6,048 |
|
|
|
6,007 |
|
Provision for income taxes |
|
|
8,129 |
|
|
|
804 |
|
|
|
2,427 |
|
|
|
2,672 |
|
|
|
(6,735 |
) |
|
|
7,297 |
|
Depreciation and amortization |
|
|
2,277 |
|
|
|
1,847 |
|
|
|
3,316 |
|
|
|
7,182 |
|
|
|
278 |
|
|
|
14,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
23,016 |
|
|
|
3,667 |
|
|
|
3,347 |
|
|
|
13,696 |
|
|
|
(9,285 |
) |
|
|
34,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Ingeus acquisition related equity compensation |
|
|
- |
|
|
|
- |
|
|
|
1,533 |
|
|
|
- |
|
|
|
- |
|
|
|
1,533 |
|
Loss on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
319 |
|
|
|
- |
|
|
|
- |
|
|
|
319 |
|
Payments related to the termination of an executive officer, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
23,016 |
|
|
$ |
3,667 |
|
|
$ |
5,199 |
|
|
$ |
13,696 |
|
|
$ |
(9,285 |
) |
|
$ |
36,293 |
|
|
|
Three Months Ended March 31, 2014 |
|
|
|
NET Services |
|
|
Human
Services |
|
|
WD Services |
|
|
HA Services |
|
|
Corporate and
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,408 |
|
|
$ |
(802 |
) |
|
$ |
209 |
|
|
$ |
- |
|
|
$ |
(4,528 |
) |
|
$ |
6,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(5 |
) |
|
|
(11 |
) |
|
|
(14 |
) |
|
|
- |
|
|
|
1,615 |
|
|
|
1,585 |
|
Provision for income taxes |
|
|
7,733 |
|
|
|
(507 |
) |
|
|
157 |
|
|
|
- |
|
|
|
(3,175 |
) |
|
|
4,208 |
|
Depreciation and amortization |
|
|
1,761 |
|
|
|
1,579 |
|
|
|
131 |
|
|
|
- |
|
|
|
257 |
|
|
|
3,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
20,897 |
|
|
|
259 |
|
|
|
483 |
|
|
|
- |
|
|
|
(5,831 |
) |
|
|
15,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,829 |
|
|
|
1,829 |
|
Ingeus acquisition related equity compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Loss on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
42 |
|
|
|
- |
|
|
|
(1 |
) |
|
|
41 |
|
Payments related to the termination of an executive officer, net |
|
|
- |
|
|
|
511 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
20,897 |
|
|
$ |
770 |
|
|
$ |
525 |
|
|
$ |
- |
|
|
$ |
(4,003 |
) |
|
$ |
18,189 |
|
--more--
Providence Service Corporation
Page 8
The Providence Service Corporation
Adjusted Earnings Per Share
(in thousands, except share and per share data)
(Unaudited)
|
|
(in thousands) |
|
|
|
Three months ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,237 |
|
|
$ |
6,287 |
|
|
|
|
|
|
|
|
|
|
Acquisition costs |
|
|
- |
|
|
|
1,829 |
|
Ingeus acquisition related equity compensation |
|
|
1,533 |
|
|
|
- |
|
Loss on foreign currency translation |
|
|
319 |
|
|
|
41 |
|
Payments related to the termination of an executive officer, net |
|
|
- |
|
|
|
511 |
|
Intangible amortization expense |
|
|
9,811 |
|
|
|
1,625 |
|
Tax effected impact of adjustments |
|
|
(3,828 |
) |
|
|
(1,597 |
) |
Adjusted net income |
|
|
14,072 |
|
|
|
8,696 |
|
|
|
|
|
|
|
|
|
|
Dividends on preferred stock |
|
|
(594 |
) |
|
|
- |
|
Amortization of preferred stock discount |
|
|
(246 |
) |
|
|
- |
|
Income allocated to participating securities |
|
|
(747 |
) |
|
|
- |
|
Adjusted net income available to common stockholders, basic |
|
|
12,485 |
|
|
|
8,696 |
|
|
|
|
|
|
|
|
|
|
Effect of interest related to the Senior Notes |
|
|
- |
|
|
|
499 |
|
Adjusted net income available to common stockholders, diluted |
|
$ |
12,485 |
|
|
$ |
9,195 |
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per common share |
|
$ |
0.77 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average number of common shares outstanding |
|
|
16,145,176 |
|
|
|
15,257,557 |
|
--more--
Providence Service Corporation
Page 9
The Providence Service Corporation
Segment Information
(in thousands)
(Unaudited)
|
|
Three Months Ended March 31, 2015 |
|
|
|
NET Services |
|
|
Human
Services |
|
|
WD Services |
|
|
HA Services |
|
|
Corporate
and Other |
|
|
Total |
|
Revenues |
|
$ |
254,760 |
|
|
$ |
86,187 |
|
|
$ |
107,618 |
|
|
$ |
57,432 |
|
|
$ |
(202 |
) |
|
$ |
505,795 |
|
Operating income |
|
|
20,739 |
|
|
|
1,820 |
|
|
|
2,833 |
|
|
|
6,514 |
|
|
|
(9,563 |
) |
|
|
22,343 |
|
Depreciation and amortization |
|
|
2,277 |
|
|
|
1,847 |
|
|
|
3,316 |
|
|
|
7,182 |
|
|
|
278 |
|
|
|
14,900 |
|
Net Income |
|
|
12,611 |
|
|
|
1,036 |
|
|
|
(2,380 |
) |
|
|
3,846 |
|
|
|
(8,876 |
) |
|
|
6,237 |
|
Adjusted EBITDA (Non-GAAP) |
|
|
23,016 |
|
|
|
3,667 |
|
|
|
5,199 |
|
|
|
13,696 |
|
|
|
(9,285 |
) |
|
|
36,293 |
|
|
|
Three Months Ended March 31, 2014 |
|
|
|
NET Services |
|
|
Human
Services |
|
|
WD Services |
|
|
HA Services |
|
|
Corporate
and Other |
|
|
Total |
|
Revenues |
|
$ |
198,077 |
|
|
$ |
84,102 |
|
|
$ |
7,448 |
|
|
$ |
- |
|
|
$ |
(224 |
) |
|
$ |
289,403 |
|
Operating income |
|
|
19,136 |
|
|
|
(1,320 |
) |
|
|
394 |
|
|
|
- |
|
|
|
(6,089 |
) |
|
|
12,121 |
|
Depreciation and amortization |
|
|
1,761 |
|
|
|
1,579 |
|
|
|
131 |
|
|
|
- |
|
|
|
257 |
|
|
|
3,728 |
|
Net Income |
|
|
11,408 |
|
|
|
(802 |
) |
|
|
209 |
|
|
|
- |
|
|
|
(4,528 |
) |
|
|
6,287 |
|
Adjusted EBITDA (Non-GAAP) |
|
|
20,897 |
|
|
|
770 |
|
|
|
525 |
|
|
|
- |
|
|
|
(4,003 |
) |
|
|
18,189 |
|
###
Exhibit 99.2
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 Announces CEO Transition Plan
TUCSON, ARIZONA – May 11, 2015 -- The Providence Service Corporation (Nasdaq: PRSC) today announced Chief Executive Officer Warren Rustand has informed the Providence Board of Directors that he will be stepping down from his role as the CEO and as a Board Director. Providence’s Chairman, Chris Shackelton, will assume the CEO role on an interim basis until a replacement is named. A transition of Mr. Rustand’s responsibilities as CEO has commenced, with a formal title change anticipated to occur on June 1, 2015. The Providence Board has engaged Heidrick & Struggles International, Inc. to conduct a broad and comprehensive search for a full time CEO replacement. The search is expected to be completed over the next few months. Mr. Rustand has agreed to remain with the Company as a Senior Advisor for the remainder of 2015.
Commenting on Mr. Rustand’s decision to step down from his role as CEO, Mr. Shackelton stated, “Warren has given 10 years of excellent service to Providence as a Board member. In 2012, at the Board’s request, Warren agreed to step in as CEO. As CEO, Warren rolled up his sleeves and led the Company through a challenging and transformative period. Providence is undoubtedly a better, stronger Company thanks to Warren. The Board is supportive of Warren’s desire to take a step back and appreciative of his leadership and contributions.”
Kristi Meints, a Board Member since 2003, added, “Warren has been discussing this transition with the Board for several months, and we are grateful for his willingness to remain involved with the Company as a Senior Advisor. Given Providence’s holding company structure, with an experienced corporate leadership team and strong CEOs at our portfolio companies, we do not anticipate any disruption over the interim period. Furthermore, Warren’s on-going role as a Senior Advisor combined with Chris’s deep familiarity with the operations and management throughout the Company provide a stable foundation from which to lead Providence.”
Mr. Rustand added, “I am grateful to Providence’s shareholders, board, and employees for having allowed me to serve as CEO over the past two and a half years. It has been a privilege to work with thousands of talented colleagues across multiple countries. I am proud of the Company and the culture we have created together. I look forward to supporting the Company for the remainder of the year as a Senior Advisor and helping to facilitate a smooth transition to Chris as interim CEO and ultimately to a permanent CEO.”
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.
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 “will,” “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.
###
Providence Service (NASDAQ:PRSC)
Historical Stock Chart
From Feb 2024 to Mar 2024
Providence Service (NASDAQ:PRSC)
Historical Stock Chart
From Mar 2023 to Mar 2024