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EX-99.1 - EXHIBIT 99.1 - ModivCare Incex99-1.htm

 

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): August 6, 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 August 6, 2015, we issued a press release containing certain financial information for the quarter ended June 30, 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 August 7, 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 June 30, 2015, assuming that we had acquired Ingeus and Matrix on January 1, 2014:

 

   

(in thousands)

 
   

Pro forma twelve months ended

 
   

June 30, 2015

 
         

Service revenue

  $ 1,936,357  
         

Net income

  $ 28,160  
         

Interest expense, net

    29,181  

Provision for income taxes

    17,983  

Depreciation and amortization

    60,777  
         

EBITDA

    136,101  
         

Acquisition costs

    10  

Integration and restructuring charges

    1,927  

Ingeus acquisition related equity compensation

    5,998  

Gain on foreign currency translation

    (559 )

Charges related to the separation of an executive officer, net

    695  

Contingent consideration adjustments

    (16,314 )

Asset impairment charges

    6,915  
         

Adjusted EBITDA

  $ 134,773  

 

 
 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

     

Exhibit
Number

  

Description

   

99.1

  

Company’s Press Release dated August 6, 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: August 6, 2015

By:

/s/ David Shackelton

 

Name:

David Shackelton

 

Title:

Interim Chief Financial Officer