Good day, ladies and gentlemen, and welcome to the Q4 2018 Providence Service Corporation Earnings Conference Call. [Operator Instructions] Also as a reminder, this conference call is being recorded..

At this time, I'd like to turn the call over to your host to Laurence Orton, Interim CAO, SVP Finance. Please go ahead. .

Thank you, Dylan, and good morning, everybody. This is Laurence Orton, Interim CAO and SVP of Finance for Providence. Thank you for joining Providence's Fourth Quarter and Full Year 2018 Conference Call and Webcast. With me today from Providence are Carter Pate, Interim Chief Executive Officer; and Kevin Dotts, who is the Chief Financial Officer.

I'll just remind everybody that during this call, Mr. Pate and Mr.

Dotts will be discussing the many strategic initiatives that Providence has undertaken during 2018 as well as giving an -- the investors an update on our latest earnings performance during the fourth quarter of 2018, and they will be referencing the presentation that can be found on our Investor website under the event calendar and in the current Form 8-K, which was furnished to the SEC this morning..

Before we get started, I would like to remind investors that during the course of today's call, the company's management will make certain statement characterized as forward-looking statements under the Private Securities Litigation Reform Act and those statements involve risks, uncertainties and other factors which may cause actual results or events to differ materially.

Information regarding these factors is contained in today's press release and the company's filings with the SEC.

Also during the call, we will discuss certain non-GAAP financial measures in an effort to provide additional information to our investors and a definition of these non-GAAP measures and reconciliations to the most comparable GAAP measures can be found in our press release, investor presentation and in our Form 8-K.

And then finally, we have arranged for replay of this call, which will be available approximately 1 hour after today's call on our website and it can be accessed via the phone numbers listed in our press release..

And with that, I would now like to turn the call over to Providence Interim CEO, Carter Pate. Go ahead, Carter. .

Okay. Thank you, Laurence, and good morning, everyone. Thank you for joining us for Providence Fourth Quarter and Full Year 2018 Earnings Call. This has truly been a year of tremendous change for Providence.

So I want to start off today by recapping on a number of our initiatives so that investors can see how these actions have positioned your company for the future. And of course, we'll discuss the fourth quarter with Kevin providing the details on what was a very encouraging financial performance. .

Now before I turn to the company performance for the quarter, let me start with a summary of the major strategic initiatives we undertook during the year.

It was in 2018 in April when we made our announcement that we had decided to fold the activities of the holding company into LogistiCare, which supported our strengthening view that the highest return opportunities resided in and around our LogistiCare and the health space.

Kevin will give you a more detailed update, but I can say that the consolidation is substantially now complete. One item I will add however is that the Board has asked me to stay on through the end of the year and it's an opportunity that I agreed to accept.

My focus will be on the larger strategic opportunities as well as working with external stakeholders, which will allow Jeff and the LogistiCare management team to focus on operational execution and the integration of Circulation. .

At the same time as the organizational consolidation, we announced that we were looking at the strategic options available for WD Services or NGS and on December 21 last year, we announced that we had closed the sale of that business to Advanced Personnel Management Global or we refer to it as APM of Australia.

The divesture of WD Services was the significant milestone in our efforts to focus our attention and capital on the U.S. health care services.

Financially, this was also a very positive outcome for Providence, not only because of the net cash proceeds, but the company also expects to realize cash tax benefit of approximately $51.9 million from the transaction. And here again, I'll let Kevin talked to that later on this morning. .

The transaction excluded Saudi Arabia and the ongoing operations were assumed by the Saudi government from the 1st of January of this year. Our focus is on winding down the residual entity and I have recently visited the Saudi operations personally to make sure this plant is progressing on target.

The acquisition on September 21 of last year of Circulation is a prime example of the type of capital allocation opportunities that we believe will create significant value for LogistiCare.

Now we're moving forward and ahead with the integration process and we already have a number of new LogistiCare contracts up and running on the Circulation platform. As we complete our load testing, we will step the implementation up a level and convert whole operation centers one at a time.

Our plan is to convert several operation call centers in 2019 beginning in the second quarter with a target that substantially all sites are converted by the end of 2021. .

Now let's take a minute and turn to the company's financial performance. You will see on the deck that Laurence mentioned earlier, that starting on Page 3 of the investor presentation, the fourth quarter delivered a strong end to the year.

On a consolidated basis fourth quarter revenue, which is now solely NET Services, increased by 9.1% compared to Q4 last year. This would have been 10% if we exclude the impact of the revenue standard.

Providence recorded a net loss from continuing operations net of tax of $1.5 million including an impairment of $13.5 million, which Kevin will talk about a little bit later. Total Providence adjusted EBITDA was $27.3 million for the quarter compared to $21 million. Now that's an increase of over 30% from the same quarter last year.

EPS was a negative $0.20 per share. Adjusted EPS of $1.08 was a particularly strong result for this quarter and represents a 77% increase over the same period last year. .

Now then turning -- looking at this on a full year basis. Despite all of the strategic change we undertook, our operating teams were able to continue their focus on delivering financial performance. So for the full year, revenue increased by 5%; removing the impact of the new revenue standard, it's 6.2%.

So a little ahead of our initial expectations as we went into the year. Income from continuing operations net of tax was $18.2 million and $0.92 per share. Adjusted EBITDA was $72.8 million for the full year, 22% above 2017.

I think it's the adjusted EPS performance that truly reflects the benefits of our multiple initiatives and our focus on capital allocation throughout 2018 with an exceptional level of growth of 78% year-over-year.

Now having covered the consolidated results, I'll let Kevin talk about the financial performance of NET Services, but I want to cover another aspect related to the NET Services or the LogistiCare business. .

Now there's been a number of recent developments in the political and regulatory environment for NEMT Services. So let me first talk about the ACA ruling in Texas. We believe there would be little impact if the ACA were to be cut back or repealed.

While our business grew significantly during the Medicaid expansion period, this is more correlation than it is causation and the business was on a significant growth trajectory prior to this event. The Medicaid members we serve with this benefit are the most vulnerable within the Medicaid population.

The subset of the population that uses our NEMT Services is 40% behavioral composed of adults and children with developmental and intellectual disabilities and substance abuse, 20% of our passengers are dialysis, 15% preventative. The ROI benefit to this subset of Medicaid population has been proven to be over 10x.

Now some of this is discussed on Slide 5 in your deck. Generally speaking, the ACA expansion population is healthier and uses NEMT at quite low rates. We believe that the inherent risk with removing this entitlement from this most vulnerable population within the U.S. would be politically untenable. .

Okay. So now let me move on to the Matrix investment on our balance sheet and I'll touch briefly on this equity investment. For Matrix 2018 has been a year of significant change, transformation and has also had its fair share of challenges having acquired LP Health late in 2017 and then completing the acquisition of HealthFair in February of 2018.

Let me start with Matrix legacy home business.

For full year 2018, Matrix home CHA business has had a strong year with revenue growth of approximately 10.2% and despite the usual lower seasonal demand of a fourth quarter, management finished the year feeling confident about its home business with actions focused on maximizing yield coupled with securing additional year-end membership from existing and new clients.

As mentioned earlier, Matrix acquisition of HealthFair has added a mobile offering to its comprehensive health care assessment business, which Matrix refers to as its mobile business. This combination of Matrix home and mobile platform has led to increased value proposition for their new clients and cross-selling opportunities for existing clients. .

However, unexpected challenges during the operational integration of HealthFair have overshadowed this year primarily by the significantly lower-than-expected volumes as we have previously discussed. This in turn led to a focus on rightsizing the cost structure at HealthFair.

But despite all these actions and the lead time required to reduce the cost base, HealthFair was ultimately dilutive to overall Matrix margins in 2018. Now as we look at 2019, we have recently seen some volume churn in the customer base on the home business.

While Matrix continues to have many new membership opportunities, the diversification beyond Medicare Advantage and expanding into Medicaid commercial and quality visits, the level of growth we have historically seen on the home side of the business may be a bit muted in 2019.

There is progress in mobile and growing and more importantly converting the membership in the mobile appointments, but turning the mobile side of the business around will continue to be a heavy focus for the Matrix team in 2019 and this in turn we believe will hold back margins a bit at similar levels to 2018..

Okay. .

Now I'm going to turn the call over to Kevin.

Kevin?.

Thanks, Carter. I'll just give a quick update on one of our strategic initiatives in 2018, which is the organizational consolidation before moving on to fourth quarter performance. In terms of the organizational consolidation, progress continues to be in line with our plan.

You will now be aware that David Shackelton, Providence's former Chief Transformation Officer; and Sophia Tawil, our former General Counsel left the company at the end of 2018. We appointed Chinta Gaston as General Counsel for Providence and LogistiCare.

We also made significant strides in building out the public company aspect of the finance team with the hire of a new Chief Accounting Officer, Suzanne Smith, who is in the process of transitioning with Laurence and we also welcome Natalie Poulos, who will assume the role of Chief Audit Executive.

The majority of the Providence employees will be with us into the second quarter to ensure a smooth final transition..

In terms of the savings we had previously discussed, we are on track to deliver at least $10 million of savings. However, the timing of achieving this will be pushed out to the end of the year as Carter will now be with us for an extended period of time.

Previously, we had estimated approximately $5 million of these savings will be achieved in year for 2019 based on the timing of the remaining holding company employees exiting, but that number will decrease to approximately $2 million to $3 million due to that change with Carter. .

Financial performance, moving to the fourth quarter financial performance. As Carter already said, we had a positive finish for the year. I'll start on Page 4 of the presentation and focus my commentary on the segments as Carter has already taken you through our consolidated results and some of our strategic initiatives.

Before I do that, I'll highlight the change in our segment reporting now that we have completed the sale of WD Services. The fact that this was a major strategic shift allows us to reclassify that business as discontinued operations and therefore recast our prior periods.

There were also costs that we had previously charged to the corporate segment that were directly attributable to WD Services primarily transaction costs and so these also went to discontinued operations. .

So let me move to NET Services, NET Services. As I just highlighted, all revenues of the company now relate to NET Services and revenue increased 9.1% in Q4 2018 to $360.8 million. This is the last quarter we will have a year-over-year delta from applying the new revenue standard and this was a reduction in revenue of $4.3 million.

And so revenue growth excluding this was actually a very strong 10.4%. The change in presentation has no impact on adjusted EBITDA. We continue to grow our revenue -- we continued to grow our revenue in Q4 as a result of the new managed care contracts in Indiana and Illinois and a new state contract in West Virginia.

As the demand for our services grows, we also continue to benefit from the impact of membership and rate changes. .

Lastly, we picked up additional revenue as we consolidated Circulation's results for the first time in the fourth quarter. These increases were partially offset by the impacts of contracts we no longer serve, including the state contract in Connecticut and certain MCO contracts in Louisiana.

Adjusted EBITDA was $31.2 million in the quarter, an increase of $2.5 million with margins of 8.6% compared to margins of 8.7% in the same quarter last year.

While these margins are positive, I remind investors that we do have some seasonality in the business and utilization tends to be lower in the fourth quarter due to the colder weather months against a capitated revenue. Just a reminder that you can't necessarily apply the same margin for Q1 2019..

If we back out the dilution in margin due to the acquisition of Circulation, our adjusted EBITDA margin was 9.2% and so we were pleased with that level of margin in the quarter. We benefited from rate improvements, most notably in California, as we continue seeking to match rates with levels and modes of utilization.

The comparative period also included a large benefit as we finalized a contract that allow us to release an expense reserve. This wasn't repeated in 2018. On a full year basis, our revenue came in at $1.38 billion, full year growth of 5% or 6.2% after allowing for the change in the revenue recognition standard.

Adjusted EBITDA margin finished the year at 6.7%, which was helped by a strong fourth quarter and put us a little ahead of our guidance despite that weaker than expected Q2. When we look forward to 2019, we anticipated revenue growth at least in our historical range of 5% to 7%..

In terms of margin, we anticipate margins to be in the range of 2018, but on a significantly higher revenue.

This excludes allowing for any legacy corporate overhead or public company costs, which I just covered as part of the organization consolidation update earlier and we will include if we report the altogether as one segment in the first quarter.

Finally on NET, while the full year of 2018 demonstrated growth in financial performance, I reiterate again that the path to get there wasn't linear. Our quarter-to-quarter performance has seasonal components to it as we saw this quarter and as we also explored in detail in Q2.

We can see fluctuations quarter-to-quarter due to emerging trends that influence our costs and we can experience lags in bringing our rates and revenue in line with a particular new trend.

We aim to help investors by providing a level of full year guidance, but I'm just raising awareness that it's best to look at our performance over time rather than any one quarter in isolation and seek to extrapolate it..

As Carter highlighted earlier, the fundamental value proposition of our service is clear and our returns when viewed over a longer period of time demonstrate that. Now let me turn to corporate. For corporate, we incurred an adjusted EBITDA loss of $3.8 million in Q4 2018 compared to $7.7 million in Q4 of last year.

The major drivers were a decrease in expense for cash settled awards of $2.2 million due to the pullback on our stock price we saw in the quarter when compared to an increase in the same quarter last year together with lower general corporate expense. If we look at corporate for the full year, we came in at $19.7 million.

This year to-date number picked up the benefit of being able to reclassify many of the transaction costs related directly to WD to discontinued operations. I talked earlier about how investors should think about 2019..

Matrix, lastly on Page 6 regarding our Matrix investment, let me remind investors that Matrix is treated as an equity investment and therefore we don't consolidate its revenue or adjusted EBITDA with Providence.

Matrix closed the HealthFair acquisition during Q1 2018 and the information on Page 6 only includes the results of HealthFair since February 2018 with none of the information being presented as pro forma.

From a Providence income statement perspective, we recorded an equity loss of $2.1 million in the fourth quarter of 2018 compared to equity income of $13 million last year. This year included $2.2 million of cost associated with the ongoing integration of HealthFair and last year included a $13.6 million benefit related to the Tax Reform Act.

When we look at Matrix on a standalone basis, revenue for the quarter was $65.7 million, an increase of 25% from 2017..

And even though the bulk of this headline increase relates to the acquisition of HealthFair, the core in-home assessment business performed well growing revenue over 10% when compared to prior year due to increased volumes primarily due to new customers as we continue to diversify the markets that we serve together with pricing remaining broadly in line with prior year.

Revenue from mobile assessments, which commenced as part of the HealthFair acquisition continues to lag. Adjusted EBITDA improved by $800,000 year-over-year, but margins for Matrix of 18.9% were negatively impacted by the slower ramp-up of contracts for mobile assessments.

The story of the full year has been consistent each quarter with overall Matrix revenues growing by 24% with approximately 10% of this related to growth in the home business and with new revenues from HealthFair..

Adjusted EBITDA improved by $5 million although full year margins of 20% were impacted by lower than expected performance of HealthFair, which diluted margins from 22.6% last year.

Carter has already mentioned that there is still a way to go with the integration of HealthFair and bringing the performance in line with initial expectations and so we don't see a clear path yet to a significant improvement in margins in 2019. .

Turning to the income statement. I will mention one significant item on our GAAP income statement and that is the impairment of $13.5 million. As investors are aware, we are investing in a homegrown -- we were investing in a homegrown next generation IT solution for the management of and coordination of our trip bookings.

We bought Circulation back in September as we felt that the technology platform could bring significant efficiencies and hence savings to our existing operations..

As we have continued to review and pressure test the Circulation technology, we arrived at a point where we felt the best economic decision was to cease development of the NextGen platform even as an interim solution and focus our resources on accelerating the benefits of the Circulation technology.

Based on that, we made the decision to impair the NextGen asset. Turning to the balance sheet and capital allocation. We drew down on our revolver to fund the purchase of Circulation at the end of the third quarter and our focus in the fourth quarter was repaying this and returning to a debt-free balance sheet.

We were able to do this with a combination of net proceeds we received from WD Services' sale and working capital. We did not purchase any additional stock in the fourth quarter as we were focused on paying down the revolver, but I will continue to emphasize what an important component of our capital allocation strategy we see buybacks as..

Our current buyback capacity is approximately $81 million.

Working capital generation was a little more muted than we expected in the fourth quarter, but the nature of our business is just that one large state paying later than expected or the timing of resolution of our reconciliation contracts can have quite a large impact on our quarterly reported cash flows.

However, over time, the cash generation profile of LogistiCare are is exceptional with a very low level of capital intensity. As of last week, we had seen some of these year-end timing impacts unwind and we had approximately $30 million of cash on hand.

Sticking to the cash flow statement, we ended the year with $17.5 million of CapEx, $10.8 million of which was related to continuing operations. As we look forward to 2019, we are expecting CapEx to come in around $16 million to $18 million as we look to make investments on the technology front as we roll out the Circulation platform..

Of our 2019 CapEx, approximately 75% will be geared towards growth CapEx. I also wanted to highlight the tax benefits associated with the sale of WD Services. In total, we expect to realize $51.9 million including $600,000 realized as of year-end and then $33.7 million in tax refunds or offsets to tax payments before the end of the year.

We will also have future cash benefit from the carry-forward of certain operating losses of $17.6 million, which is expected to be realized over the coming 3 years.

Although these tax attributes will greatly benefit cash taxes in the coming years, there will be no impact on our book earnings including on net income and earnings per share as we have recorded these tax attributes as assets on the balance sheet. With that said, we expect the 2019 tax rate to come in around 30%.

Please note this is a blended tax rate and includes state taxes..

So with that, I will now open the line for Q&A to the operator. Thank you. .

[Operator Instructions] We have a question from Bob Labick from CJS Securities. .

Congratulations on a nice finish to the year. .

Thank you, Bob. .

I wanted to start with -- obviously with LogistiCare and the margins, very strong in the quarter. I wanted to kind of just take it a little deeper if we could.

Could you talk a little bit about how much of the outperformance relates to a difference in dilution from Circulation? Did that come in close to what you expected, was it more or less? And then as it relates to Circulation going forward, how do you see that roll-out progressing and how do you see that impacting margins in 2019 and beyond?.

I'll kick off and then turn it over to Kevin about the small amount of dilution that we had from Circulation. But Bob, as you well know, it's a highly seasonal business and we usually see our highest margins during the fourth quarter. This coming year is going to be a year of transformation, operational execution.

It kind of folds into what I talked about in my script about my focus versus Jeff's focus on this integration. As we integrate Circulation's platform across all of LogistiCare's market, we expect to realize the benefits later in 2Q and second half of '19 where we should see some margin improvement.

But we're making investments across some multiple areas within IT. .

Now for a lot of this, Bob, which is a habit with some investors, we can't simply extrapolate the fourth quarter or 2018 growth and margin results. We do expect and are telling investors that we expect revenue growth to be in our traditional 5% to 7% range and margins to be in the mid-6s on adjusted EBITDA basis.

Kevin, do you want to talk about the dilution that we had a bit from Circulation as we integrate here?.

Sure. Thanks, Carter. So for the quarter, I would say that we realized that incremental revenues from Circulation of about $2 million, but the EBITDA loss on that was about $1.7 million and that's just simply a fact of their scale right now.

As we go forward into 2019, we will be more focused on just reporting out consolidated -- on a consolidated basis because it really becomes meaningless, because we're really integrating the 2 entities on a go-forward basis. So I would say we did a little bit better on the dilution than we had first anticipated in the fourth quarter.

So I think we did get a bit of a benefit and that's part of the overdelivery. But as I said on a go-forward basis, it will become less meaningful to separate LogistiCare from Circulation. .

Got it. And then not tying you to a specific time frame, but the general one which you gave which was the $25 million in synergies over 24 months or so. Having more time with Circulation, do you still believe that's achievable? And I think on the last call you talked about potentially getting to 8.5% margins in maybe 2021 or somewhere around there.

Can you talk about any updates relating to those goals that you've set?.

So I'll take that, Carter. So Bob, I think from our perspective is, we have done a fair amount of testing and integration. We've internally reorganized. I think for the folks who [ really care ], we will talk about the Centers of Excellence that have been created.

We continue to believe that the benefits that we originally talked about getting to 8.5% type of margin rates are still in hand and realize those over the next several years. .

Okay. Great. And then just shifting over to Matrix. Can you talk about what if any steps you're taking to advance the margins on that? Obviously, you said there's been some good wins of a transition in-house, couple of different moving headwinds and then the integration of HealthFair as it continues to progress.

Can you give us a -- can we just have one more level deeper on what you're changing, expectations for time frame? Is '19 an entire transition year, is it better by the end of the year, kind of a longer-term outlook there?.

Bob, as I think I've talked about, the unexpected challenges that we ran into in the operational integration of HealthFair, a little bit overshadowed the financial performance this year. This is a volume issue based on the referrals with HealthFair.

The changes that are going on in there, Walt and his team are making internal changes and upgrades bringing in other additional leadership roles in order to strengthen this. I would tell you that Walt and his team have been out in the field with the customers at a rate I haven't seen.

They are touching literally everybody everyday out there in order to get the word out about the opportunity that mixing the home and mobile platform and the value proposition that brings to their clients and customers. .

It has been a bit of a challenge for them. I think this will continue to be a challenge in '19 on the HealthFair side of it. Matrix continues to impress the daylights out of me with its continued addition of logos, new customers coming in.

They will always have an incident where maybe one decides to bring a particular amount of volume in-house, but they've continued on that path on the home care side. The mobile platform is the challenge for the leadership over there, but I think they've got a good plan.

I think the customers are reacting very positively to some of the changes that the management team is making. So I think they'll get the HealthFair side of this challenge under control this year and we should see a much improved second half of the year versus the first half of the year on the HealthFair. .

Okay. Terrific. And then last one for me. You obviously said the transition to Atlanta is going well and basically on plan and then the one difference is Carter staying on for the year.

Can you talk about the decision to extend your contract, Carter, and to stay on for the year versus the previous plan of kind of transitioning out at the end of June?.

Okay. Well, thank you. I will tell you that in meeting with the Board, I think most of you know that a lot of the work that I did was external and strategic.

We made a lot of changes last year; collapsing the holding company, eliminating a significant amount of cost in folding all this down in July and the sell so the overseas operations, the wind down of Saudi Arabia which was left behind in the sale; all of which are strategic and external activity.

So the Board asked me to stay on and continue to focus on the strategic side of this operation and let Jeff and his LogistiCare team down in Atlanta continue to solely focus on the operational execution.

They got their big opportunities here with margin improvement for the integration of Circulation and rolling out the technology platform across LogistiCare's existing operations center. .

So really since I already have the background in the business as we sort of complete everything that we just talked about this morning, I'm going to take a very strong focus to the other opportunities that will be in front of us from a strategic and external relationship with our existing stakeholders.

But the strategy side is where I'm going to do a deep dive on in assisting Jeff and moving and directing this company into '19 and beyond.

What are the opportunities? We've already made the decision to focus on LogistiCare by the actions we took in '18 and so really my role would become more one of strategic and let Jeff focus on the operational execution. .

This concludes our Q&A session. At this time, I'd like to turn the call over to Carter Pate, Providence Interim CEO, for closing remarks. Please go ahead. .

Well, thank you very much and as always to all the stakeholders on the phone. Last year was a tremendous year of change, you're stuck with us.

Hopefully this quarter will reinforce that we had laser-like focus on execution this year and didn't get distracted with everything that we were trying to do this year and delivered those operational results that you're used to seeing from us.

We thank you and look forward to talking to each of you privately over the coming days if that's something you want to do. Anyway have a good morning. Bye-bye. .

Thank you, ladies and gentlemen, for attending today's conference. This concludes the program. You may all disconnect. Good day..