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Press release content from Globe Newswire. The AP news staff was not involved in its creation.

The Providence Service Corporation Reports Third Quarter 2019 Results

November 6, 2019

Highlights for the Third Quarter of 2019:

-- Revenue from continuing operations of $393.4 million, an increase of 14.4% from the third quarter of 2018 -- Income from continuing operations, net of tax, of $8.6 million, or earnings of $0.50 per diluted common share -- Adjusted EBITDA of $23.1 million, Adjusted Net Income of $13.3 million and Adjusted EPS of $0.81 -- Matrix, on a standalone basis, recorded a net loss of $6.9 million and Adjusted EBITDA of $10.0 million or 14.0% of revenue

ATLANTA, Nov. 06, 2019 (GLOBE NEWSWIRE) -- The Providence Service Corporation (the “Company” or “Providence”) (Nasdaq: PRSC), today reported financial results for the three and nine months ended September 30, 2019.

“We completed several key initiatives leading to strong results for our third quarter,” stated Carter Pate, Interim Chief Executive Officer. “In response to both increased utilization and an adverse shift in membership mix, we successfully re-negotiated several key contracts which resulted in a one-time pick up during the quarter and increased profitability going forward. On the transportation unit cost side, we continue to refocus on market-level processes to bring costs back in line with historical levels. Revenue grew 14.4% year over year, and the combined LogistiCare/Circulation platform and technology is well-positioned to capitalize on growth opportunities from Medicare Advantage and other adjacent markets. We believe our continued top-line growth, combined with cost structure efficiencies, will drive sustainable margin expansion over the next several years.”

“Matrix’s home solution continues to deliver strong top-line growth driven by higher membership and assessment volume, whereas mobile solution was impacted by capacity constraints.”

Third Quarter 2019 Results

For the third quarter of 2019, the Company reported revenue of $393.4 million, an increase of 14.4% from $343.8 million in the third quarter of 2018.

Operating income was $17.0 million, or 4.3% of revenue, in the third quarter of 2019, compared to operating income of $9.4 million, or 2.7% of revenue, in the third quarter of 2018. Income from continuing operations, net of tax, in the third quarter of 2019 was $8.6 million, or $0.50 earnings per diluted common share, compared to income from continuing operations, net of tax, of $10.3 million, or $0.60 earnings per diluted common share, in the third quarter of 2018.

Adjusted EBITDA was $23.1 million, or 5.9% of revenue, in the third quarter of 2019, compared to $17.9 million, or 5.2% of revenue, in the third quarter of 2018.

Adjusted Net Income in the third quarter of 2019 was $13.3 million, or $0.81 earnings per diluted common share, compared to $10.7 million, or $0.64 earnings per diluted common share, in the third quarter of 2018.

The quarter-over-quarter increase in revenue was primarily due to secured rate adjustments which included retroactive revenue benefits, a new state contract in West Virginia and new managed care organization (“MCO”) contracts in Minnesota and Louisiana and higher utilization across multiple not at-risk and reconciliation contracts. These increases were partially offset by the impact of contracts we no longer serve, including a state contract in Rhode Island and an MCO contract in California.

Adjusted EBITDA increased in the third quarter of 2019 due to the aforementioned secured rate adjustments which contributed $17.7 million to revenue and Adjusted EBITDA, partially offset by increased transportation costs, utilization across multiple contracts, and an increase in cash settled stock-based compensation expense of $2.6 million as a result of an increase in the Company’s stock price in the third quarter of 2019 compared to a decrease in the third quarter of 2018.

Matrix - Equity Investment

For the third quarter of 2019, Matrix’s revenue was $71.7 million, an increase of 1.6% from $70.5 million in the third quarter of 2018. Matrix had an operating loss of $2.6 million for the third quarter of 2019, compared to operating income of $1.5 million for the third quarter of 2018.

Matrix recorded Adjusted EBITDA of $10.0 million, or 14.0% of revenue, for the third quarter of 2019, compared to $13.7 million, or 19.4% of revenue, in the third quarter of 2018.

Matrix’s third quarter of 2019 results benefited from higher membership and visits driven by yield initiatives, however, revenue growth was partially offset by a marginal decrease in pricing, compared to the third quarter of 2018. Matrix’s Adjusted EBITDA benefited from lower direct costs per visit, offset by higher indirect costs, compared to the third quarter of 2018.

For the third quarter of 2019, Providence recorded a loss in equity earnings of $3.2 million related to its Matrix equity investment compared to a loss of $1.6 million for the third quarter of 2018.

As of September 30, 2019, Providence’s ownership interest and equity investment in Matrix was 43.6% and $154.5 million, respectively.

Share Repurchase Authorization

As previously announced, on August 6, 2019, the Company’s Board of Directors approved a new share repurchase program under which the Company may purchase up to $100.0 million of its outstanding common stock through December 31, 2019 (unless terminated earlier). During the quarter ended September 30, 2019, the Company repurchased 105,421 shares of its common stock for approximately $6.0 million, or an average price of $56.80 per share.

As of November 4, 2019, the Company has approximately $94.0 million of availability under its share repurchase program.

Investor Presentation and Conference Call

Providence will hold a conference call to discuss its financial results on Thursday, November 7, 2019 at 8:00 a.m. ET. An investor presentation has been prepared to accompany the conference call and can be found on the Company’s website (investor.prscholdings.com). To access the call, please dial:

US toll-free: 1 (844) 244 3865International: 1 (518) 444 0681 Passcode: 9954499

Replay (available until November 14, 2019):US toll-free: 1 (855) 859 2056 International: 1 (404) 537 3406 Passcode: 9954499

You may also access the conference call via webcast at investor.prscholdings.com, where the call also will be archived.

About Providence

The Providence Service Corporation, through its fully-owned subsidiary LogistiCare Solutions, LLC, is the nation’s largest manager of non-emergency medical transportation programs for state governments and managed care organizations. Its range of services includes call center management, network credentialing, vendor payment management and non-emergency medical transport management. The Company also holds a minority interest in Matrix Medical Network which provides a broad array of assessment and care management services to individuals that improve health outcomes and health plan financial performance. For more information, please visit prscholdings.com.

Non-GAAP Financial Measures and Adjustments

In addition to the financial results prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release includes EBITDA and Adjusted EBITDA for the Company and its segments, and Adjusted Net Income and Adjusted EPS for the Company, which are performance measures that are not recognized under GAAP. EBITDA is defined as income (loss) from continuing operations, net of taxes, before: (1) interest expense, net, (2) provision (benefit) for income taxes and (3) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA before certain items, including (as applicable): (1) restructuring and related charges, including costs related to our corporate reorganization, (2) equity in net loss of investee, (3) certain litigation related expenses, settlement income or other negotiated settlements relating to certain matters from prior periods, (4) certain transaction and related costs, (5) asset impairment charges, and (6) gain on remeasurement of cost investment. Adjusted Net Income is defined as income (loss) from continuing operations, net of taxes, before certain items, including (1) restructuring and related charges, (2) equity in net loss of investee, (3) certain litigation related expenses, settlement income or other negotiated settlements relating to certain matters from prior periods, (4) gain or loss on sale of equity investments, (5) certain transaction and related costs, (6) asset impairment charges, (7) gain on remeasurement of cost investment, and (8) the income tax impact of such adjustments. Adjusted EPS is calculated as Adjusted Net Income less (as applicable): (1) dividends on convertible preferred stock and (2) adjusted net income allocated to participating stockholders, divided by the diluted weighted-average number of common shares outstanding as calculated for Adjusted Net Income. We utilize these non-GAAP performance measures, which exclude certain expenses and amounts, because we believe the timing of such expenses is unpredictable and not driven by our core operating results, and therefore render comparisons with prior periods as well as with other companies in our industry less meaningful. We believe such measures allow investors to gain a better understanding of the factors and trends affecting the ongoing operations of our business. We consider our core operations to be the ongoing activities to provide services from which we earn revenue, including direct operating costs and indirect costs to support these activities. In addition, our net loss in equity investee is excluded from these measures, as we do not have the ability to manage these ventures, allocate resources within the ventures, or directly control their operations or performance.

Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and exclude expenses that may have a material impact on our reported financial results. The presentation of non-GAAP financial information is not meant to be considered in isolation from or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

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 healthcare reform law, government budget changes and legislation related to the services that we provide, our ability to renew or replace existing contracts that have expired or are scheduled to expire with significant clients, and other risks detailed in Providence’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2018. 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.

Investor Relations Contact Bryan Wong – Investor Relations (404) 888-5902

--financial tables to follow--

The Providence Service Corporation Unaudited Condensed Consolidated Statements of Operations (in thousands except share and per share data) Three months ended Nine months ended September 30, September 30, 2019 2018 2019 2018 Service revenue, net $ 393,385 $ 343,771 $ 1,125,111 $ 1,024,203 Operating expenses: Service expense 356,271 313,511 1,042,717 934,367 General and administrative expense 15,979 17,045 52,241 53,081 Asset impairment charge — — — 678 Depreciation and amortization 4,148 3,780 12,976 11,107 Total operating expenses 376,398 334,336 1,107,934 999,233 Operating income 16,987 9,435 17,177 24,970 Other expenses (income): Interest expense, net 188 250 793 808 Other income (66 ) — (199 ) — Equity in net loss of investee 3,188 1,587 6,159 4,106 Gain on remeasurement of cost method investment — (6,577 ) — (6,577 ) Income from continuing operations before income taxes 13,677 14,175 10,424 26,633 Provision for income taxes 5,097 3,880 3,940 6,951 Income from continuing operations, net of tax 8,580 10,295 6,484 19,682 (Loss) income from discontinued operations, net of tax (426 ) (2,964 ) 540 (18,026 ) Net income 8,154 7,331 7,024 1,656 Net loss from discontinued operations attributable to — (177 ) — (285 ) noncontrolling interest Net income attributable to Providence $ 8,154 $ 7,154 $ 7,024 $ 1,371 Net income (loss) attributable to common stockholders $ 6,104 $ 5,224 $ 3,230 $ (1,939 ) Basic earnings (loss) per common share: Continuing operations $ 0.50 $ 0.61 $ 0.21 $ 1.24 Discontinued operations (0.03 ) (0.20 ) 0.04 (1.39 ) Basic earnings (loss) per common share $ 0.47 $ 0.41 $ 0.25 $ (0.15 ) Diluted (loss) earnings per common share: Continuing operations $ 0.50 $ 0.60 $ 0.21 $ 1.23 Discontinued operations (0.03 ) (0.20 ) 0.04 (1.38 ) Diluted earnings (loss) per common share $ 0.47 $ 0.40 $ 0.25 $ (0.15 ) Weighted-average number of common shares outstanding: Basic 12,993,934 12,865,777 12,956,222 12,992,403 Diluted 13,004,449 12,927,122 12,977,598 13,069,140

The Providence Service Corporation Unaudited Condensed Consolidated Balance Sheets (in thousands) September December 30, 31, 2018 2019 Assets Current assets: Cash and cash equivalents $ 40,637 $ 5,678 Accounts receivable, net of allowance 198,232 147,756 Other current assets (1) 15,703 50,495 Current assets of discontinued operations (2) 322 7,051 Total current assets 254,894 210,980 Operating lease right-of-use assets 20,266 — Property and equipment, net 21,968 22,965 Goodwill and intangible assets, net 156,686 161,362 Equity investment 154,532 161,503 Other long-term assets (3) 12,196 12,835 Total assets $ 620,542 $ 569,645 Liabilities, redeemable convertible preferred stock and stockholders’ equity Current liabilities: Current portion of operating lease liabilities $ 6,742 $ — Current portion of long-term obligations 308 718 Other current liabilities (4) 157,545 138,908 Current liabilities of discontinued operations (2) 1,246 3,257 Total current liabilities 165,841 142,883 Long-term obligations, less current portion 122 353 Operating lease liabilities, less current portion 14,786 — Other long-term liabilities (5) 42,904 38,019 Total liabilities 223,653 181,255 Mezzanine and stockholders’ equity Convertible preferred stock, net 77,234 77,392 Stockholders’ equity 319,655 310,998 Total liabilities, redeemable convertible preferred stock and stockholders’ equity $ 620,542 $ 569,645 - ------- - -------

(1) Includes other receivables, prepaid expenses and short-term restricted cash.(2) Includes assets or liabilities primarily related to WD Services’ former Saudi Arabian operation.(3) Includes other assets and long-term restricted cash.(4) Includes accounts payable, accrued expenses, accrued transportation costs, deferred revenue and reinsurance and related liability reserves.(5) Includes long-term liabilities of discontinued operations, other long-term liabilities, and deferred tax liabilities.

The Providence Service Corporation Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) (1) Nine months ended September 30, 2019 2018 Operating activities Net income $ 7,024 $ 1,656 Depreciation and amortization 12,976 20,317 Stock-based compensation 4,247 6,209 Asset impairment charge — 9,881 Equity in net loss of investee 6,159 4,026 Gain on remeasurement of cost method investment — (6,577 ) Other non-cash items 2,798 1,306 Changes in working capital 6,865 (14,346 ) Net cash provided by operating activities 40,069 22,472 Investing activities Purchase of property and equipment (7,302 ) (13,194 ) Acquisition, net of cash acquired — (42,067 ) Dispositions, net of cash sold — (5,862 ) Proceeds from note receivable — 3,130 Net cash used in investing activities (7,302 ) (57,993 ) Financing activities Preferred stock dividends (3,295 ) (3,302 ) Repurchase of common stock, for treasury (6,363 ) (56,009 ) Proceeds from common stock issued pursuant to stock option exercise 6,885 12,413 Performance restricted stock surrendered for employee tax payment — (429 ) Repayment of debt (12,000 ) — Proceeds from debt 12,000 36,000 Capital lease payments and other (641 ) (2,529 ) Net cash used in financing activities (3,414 ) (13,856 ) Effect of exchange rate changes on cash — 21 Net change in cash and cash equivalents 29,353 (49,356 ) Cash, cash equivalents and restricted cash at beginning of period 12,367 101,606 Cash, cash equivalents and restricted cash at end of period (2) $ 41,720 $ 52,250 - ------ - - ------ -

(1) Includes both continuing and discontinued operations.(2) Includes restricted cash of $833 at September 30, 2019 and restricted cash of $4,756 at September 30, 2018.

The Providence Service CorporationReconciliation of Non-GAAP Financial MeasuresSegment Information and Adjusted EBITDA(in thousands) (Unaudited)

Three months ended September 30, 2019 Matrix Total NET Continuing Services Invest Operations ment Service revenue, net $ 393,385 $ — $ 393,385 Operating expenses: Service expense 356,271 — 356,271 General and administrative expense 15,979 — 15,979 Depreciation and amortization 4,148 — 4,148 Total operating expenses 376,398 — 376,398 Operating income 16,987 — 16,987 Other expenses (income): Interest expense, net 188 — 188 Other income (66 ) — (66 ) — 3,18 3,188 Equity in net loss of investee 8 Income (loss) from continuing 16,865 (3,1) 13,677 operations before income taxes 88 Provision (benefit) for income taxes 5,694 (597) 5,097 Income (loss) from continuing operations, net of taxes 11,171 (2,5) 8,580 91 Interest expense, net 188 — 188 Provision (benefit) for income taxes 5,694 (597) 5,097 Depreciation and amortization 4,148 — 4,148 EBITDA 21,201 (3,1) 18,013 88 Restructuring and related charges (1) 901 — 901 Transaction costs (2) 950 — 950 Equity in net loss of investee — 3,18 3,188 8 Adjusted EBITDA $ 23,052 $ — $ 23,052 - ------- - - - - - ------- -

(1) Restructuring and related charges include severance costs of $149, professional services costs of $139, and organizational consolidation costs of $613.(2) Transaction costs related to the integration of Circulation and certain transaction-related expenses.

The Providence Service CorporationReconciliation of Non-GAAP Financial MeasuresSegment Information and Adjusted EBITDA (in thousands) (Unaudited)

Three months ended September 30, 2018 NET Matrix Total Services Invest Continuing ment Operations Service revenue, net $ 343,771 $ — $ 343,771 Operating expenses: Service expense 313,511 — 313,511 General and administrative expense 17,045 — 17,045 Depreciation and amortization 3,780 — 3,780 Total operating expenses 334,336 — 334,336 Operating income 9,435 — 9,435 Other expenses: Interest expense, net 250 — 250 — 1,58 1,587 Equity in net loss of investee 7 Gain on remeasurement of cost method investment (6,577 ) — (6,577 ) Income (loss) from continuing 15,762 (1,5) 14,175 operations, before income tax 87 Provision (benefit) for income taxes 4,125 (245) 3,880 Income (loss) from continuing operations, net of taxes 11,637 (1,3) 10,295 42 Interest expense, net 250 — 250 Provision (benefit) for income taxes 4,125 (245) 3,880 Depreciation and amortization 3,780 — 3,780 EBITDA 19,792 (1,5) 18,205 87 Restructuring and related charges (1) 3,028 — 3,028 Transaction costs related to the acquisition and integration of Circulation 1,696 — 1,696 and certain transaction-related expenses Equity in net loss of investee — 1,58 1,587 7 Gain on remeasurement of cost method investment (6,577 ) — (6,577 ) Litigation income (2) (17 ) — (17 ) Adjusted EBITDA $ 17,922 $ — $ 17,922 - ------- - - - - - ------- -

(1) Restructuring and related charges include value enhancement implementation initiative costs of $1,091 and organizational consolidation costs of $1,937. (2) Resolution of accruals, resulting in current period income, related to defense cost for a putative stockholder class action derivative complaint.

The Providence Service CorporationReconciliation of Non-GAAP Financial MeasuresSegment Information and Adjusted EBITDA(in thousands) (Unaudited)

Nine months ended September 30, 2019 Matrix Total NET Continuing Services Invest Operations ment Service revenue, net $ 1,125,111 $ — $ 1,125,111 Operating expenses: Service expense 1,042,717 — 1,042,717 General and administrative expense 52,241 — 52,241 Depreciation and amortization 12,976 — 12,976 Total operating expenses 1,107,934 — 1,107,934 Operating income 17,177 — 17,177 Other expenses (income): Interest expense, net 793 — 793 Other income (199 ) — (199 ) — 6,15 6,159 Equity in net loss of investee 9 Income (loss) from continuing 16,583 (6,1) 10,424 operations before income tax 59 Provision (benefit) for income taxes 5,014 (1,0) 3,940 74 Income (loss) from continuing operations, net of taxes 11,569 (5,0) 6,484 85 Interest expense, net 793 — 793 Provision (benefit) for income taxes 5,014 (1,0) 3,940 74 Depreciation and amortization 12,976 — 12,976 EBITDA 30,352 (6,1) 24,193 59 Restructuring and related charges (1) 5,371 — 5,371 Transaction costs (2) 5,288 — 5,288 Equity in net loss of investee — 6,15 6,159 9 Litigation expense 9 — 9 Adjusted EBITDA $ 41,020 $ — $ 41,020 - --------- - - - - - --------- -

(1) Restructuring and related charges include severance costs of $1,518, professional services of $139, and organizational consolidation costs of $3,714.(2) Transaction costs related to the integration of Circulation and certain transaction-related expenses.

The Providence Service CorporationReconciliation of Non-GAAP Financial MeasuresSegment Information and Adjusted EBITDA(in thousands) (Unaudited)

Nine months ended September 30, 2018 NET Matrix Total Services Invest Continuing ment Operations Service revenue, net $ 1,024,203 $ — $ 1,024,203 Operating expenses: Service expense 934,367 — 934,367 General and administrative expense 53,081 — 53,081 Asset impairment charge 678 — 678 Depreciation and amortization 11,107 — 11,107 Total operating expenses 999,233 — 999,233 Operating income 24,970 — 24,970 Other expenses: Interest expense, net 808 — 808 — 4,10 4,106 Equity in net loss of investee 6 Gain on remeasurement of cost method investment (6,577 ) — (6,577 ) Income (loss) from continuing 30,739 (4,1) 26,633 operations, before income tax 06 Provision (benefit) for income taxes 7,782 (831) 6,951 Income (loss) from continuing operations, net of taxes 22,957 (3,2) 19,682 75 Interest expense, net 808 — 808 Provision (benefit) for income taxes 7,782 (831) 6,951 Depreciation and amortization 11,107 — 11,107 EBITDA 42,654 (4,1) 38,548 06 Asset impairment charge 678 — 678 Restructuring and related charges (1) 7,122 — 7,122 Transaction costs (2) 1,814 — 1,814 Equity in net loss of investee — 4,10 4,106 6 Gain on remeasurement of cost investment (6,577 ) — (6,577 ) Litigation income (3) (218 ) — (218 ) Adjusted EBITDA $ 45,473 $ — $ 45,473 - --------- - - - - - --------- -

(1) Restructuring and related charges include value enhancement implementation initiative costs of $2,250 and organizational consolidation costs of $4,872. (2) Transaction costs related to the acquisition of Circulation by NET Services and the agreement to sell Ingeus’ French operations.(3) Resolution of accruals, resulting in current period income, related to defense cost for a putative stockholder class action derivative complaint.

The Providence Service CorporationSummary Financial Information of Equity Investment in Matrix Medical Network (1)(in thousands)(Unaudited)

Three months ended Nine months ended September September 30, 30, 2019 2018 2019 2018 Revenue $ 71,663 $ 70,522 $ 210,807 $ 216,361 Operating expense (2) 63,021 59,472 177,603 183,062 Depreciation and amortization 11,282 9,558 33,746 27,969 Operating (loss) income (2,640 ) 1,492 (542 ) 5,330 Interest expense 6,236 6,193 19,013 22,475 Benefit for income taxes (1,970 ) (350 ) (4,501 ) (3,409 ) Net loss (6,906 ) (4,351 ) (15,054 ) (13,736 ) Interest 43.6 % 43.6 % 43.6 % 43.6 % Net loss - Equity Investment (3,011 ) (1,897 ) (6,563 ) (6,012 ) Management fee and other (177 ) (3) 310 (4) 404 (5) 1,906 (6) Equity in net loss of investee $ (3,188 ) $ (1,587 ) $ (6,159 ) $ (4,106 ) Net Debt (7) $ 293,352

(1) The results of our equity method investment are excluded from the calculation of Providence’s Adjusted EBITDA and Adjusted Net Income.(2) Excludes depreciation and amortization.(3) Includes amounts related to management fees due from Matrix to Providence of $228 less a tax adjustment of $405. (4) Includes amounts related to management fees due from Matrix to Providence of $286 plus Providence share-based stock compensation expense of $24.(5) Includes amounts related to management fees due from Matrix to Providence of $809 less a tax adjustment of $405. (6) Includes amounts related to management fees due from Matrix to Providence of $2,043 less Providence share-based stock compensation income of $137. (7) Represents cash of $32,523 and debt of $325,875 on Matrix’s standalone balance sheet as of September 30, 2019 excluding the impact of deferred financing costs.

The Providence Service CorporationReconciliation of Non-GAAP Financial MeasuresAdjusted EBITDA: Matrix Medical Network (1)(2)(4)(in thousands) (Unaudited)

Three months ended Nine months ended September 30, September 30, 2019 2018 2019 2018 Revenue $ 71,663 $ 70,522 $ 210,807 $ 216,361 Operating expense (3) 63,021 59,472 177,603 183,062 Depreciation and amortization 11,282 9,558 33,746 27,969 Operating (loss) income (2,640 ) 1,492 (542 ) 5,330 Interest expense 6,236 6,193 19,013 22,475 Benefit for income taxes (1,970 ) (350 ) (4,501 ) (3,409 ) Net loss (6,906 ) (4,351 ) (15,054 ) (13,736 ) Depreciation and amortization 11,282 9,558 33,746 27,969 Interest expense 6,236 6,193 19,013 22,475 Benefit for income taxes (1,970 ) (350 ) (4,501 ) (3,409 ) EBITDA 8,642 11,050 33,204 33,299 Management fees 501 583 1,798 4,337 Acquisition costs — 95 — 2,341 Integration costs — 1,931 1,488 4,293 Severance Costs 771 — 771 — Transaction costs 88 — 418 6 Adjusted EBITDA $ 10,002 $ 13,659 $ 37,679 $ 44,276

(1) Matrix’s Adjusted EBITDA is not included within Providence’s Adjusted EBITDA in any period presented. (2) Providence accounts for its proportionate share of Matrix’s results using the equity method. (3) Excludes depreciation and amortization.(4) 2018 includes the results of HealthFair since the date of acquisition on February 16, 2018.

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

Three months ended Nine months ended September 30, September 30, 2019 2018 2019 2018 Income from continuing operations, net of tax $ 8,580 $ 10,295 $ 6,484 $ 19,682 Asset impairment charge — — — 678 Restructuring and related charges, including accelerated 901 3,174 5,686 7,415 depreciation related to the Organizational Consolidation (1) Transaction costs (2) 950 1,696 5,288 1,814 Equity in net loss of investee 3,188 1,587 6,159 4,106 Gain on sale of equity investment — — — — Gain on remeasurement of cost method investment — (6,577 ) — (6,577 ) Intangible amortization expense 1,559 730 4,676 2,190 Litigation (income) expense, net — (17 ) 9 (218 ) Tax effected impact of adjustments (1,868 ) (144 ) (6,989 ) (1,410 ) Adjusted Net Income 13,310 10,744 21,313 27,680 . Dividends on convertible preferred stock (1,109 ) (1,113 ) (3,295 ) (3,310 ) Income allocated to participating securities (1,642 ) (1,302 ) (2,529 ) (3,269 ) Adjusted Net Income available to common stockholders $ 10,559 $ 8,329 $ 15,489 $ 21,101 Adjusted EPS $ 0.81 $ 0.64 $ 1.19 $ 1.61 Diluted weighted-average number of common shares outstanding 13,004,44 12,927,12 12,977,59 13,069,14 8 2 8 0 -------- - -------- - -------- - -------- -

(1) See the above Adjusted EBITDA tables for details of these charges for each period presented.(2) Transaction costs relate to the integration of Circulation and certain transaction-related expenses.