Delaware
|
|
000-19364
|
|
62-1117144
|
|
||
(State or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
||
|
|
|
|
|
|
||
701 Cool Springs Boulevard
Franklin, Tennessee
|
|
37067
|
|||||
(Address of principal executive offices)
|
|
(Zip Code)
|
☐ 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))
|
(d) Exhibits:
|
|
|
Exhibit 99.1
|
|
Press Release.
|
|
|
|
|
HEALTHWAYS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary Flipse
|
|
|
Mary Flipse
|
|
|
Chief Legal Officer
|
Exhibit 99.1
|
|
Press Release dated November 1, 2016
|
|
|
Investor Relations Contact:
|
|
|
Chip Wochomurka
|
|
|
(615) 614-4493
|
|
|
chip.wochomurka@healthways.com
|
·
|
A 10.1% increase in revenues to $125.0 million from $113.5 million for the third quarter of 2015.
|
·
|
Net income from continuing operations of $4.8 million, or $0.12 per diluted share, compared to $13.0 million, or $0.35 per diluted share, for the third quarter of 2015.
|
·
|
Adjusted net income from continuing operations of $11.5 million, or $0.30 per diluted share (see pages 12-13 for a reconciliation of non-GAAP financial measures), which excludes:
|
o
|
Income tax expense of $15.6 million related to recording a tax provision for the first half of 2016 that was not previously required because in the first half of 2016 taxable profits from continuing operations were offset by tax benefits on losses from the now-discontinued operations.
|
o
|
Income tax benefits of $9.6 million due to a reversal of the deferred tax asset valuation allowance initially recorded in the fourth quarter of 2015;
|
o
|
Pre-tax costs of $1.1 million related to restructuring corporate support infrastructure.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues
|
$ |
125.0
|
$ |
113.5
|
$ |
376.1
|
$ |
338.6
|
||||||||
Per diluted share:
|
||||||||||||||||
Adjusted net income from continuing operations, non-GAAP basis
|
$ |
0.30
|
$ |
0.35
|
$ |
1.35
|
$ |
1.01
|
||||||||
Net loss attributable to income tax expense related to six months ended June 30, 2016
|
(0.41
|
) |
-
|
(0.42
|
) |
-
|
||||||||||
Net income attributable to reversal of deferred tax asset valuation allowance
|
0.25
|
-
|
0.25
|
-
|
||||||||||||
Net loss attributable to corporate support infrastructure restructuring charges
|
(0.02
|
) |
-
|
(0.02
|
) |
-
|
||||||||||
Net loss attributable to CEO separation expenses
|
-
|
-
|
-
|
(0.08
|
) | |||||||||||
Net income from continuing operations, GAAP-basis 1
|
$ |
0.12
|
$ |
0.35
|
$ |
1.17
|
$ |
0.93
|
• |
Third-quarter 2016 EBITDA from continuing operations of $24.4 million compared to $28.2 million for the third quarter of 2015 (see pages 12-13 for a reconciliation of non-GAAP financial measures).
|
o
|
EBITDA from continuing operations of $24.4 million includes $1.1 million of restructuring costs, $0.7 million of business separation costs (that the Company outlined in its second quarter 2016 earnings release) and $1.9 million of colleague incentive compensation accruals. None of these costs were incurred in the third quarter of 2015.
|
• |
YTD 2016 EBITDA from continuing operations of $75.6 million compared to $75.7 million for YTD 2015 (see pages 12–13 for a reconciliation of non-GAAP financial measures).
|
o
|
YTD 2016 EBITDA from continuing operations of $75.6 million includes $1.1 million of restructuring costs, $0.7 million of business separation costs (that the Company outlined in its second quarter 2016 earnings release) and $8.8 million of colleague incentive compensation accruals. None of these costs were incurred YTD in 2015. YTD 2015 EBITDA included $4.5 million of CEO separation expenses that are not repeated in YTD 2016 EBITDA.
|
·
|
the Company's ability to estimate the costs associated with, and to implement and realize the anticipated benefits of, the sale and separation of its Total Population Health Services business;
|
·
|
the effectiveness of management's strategies and decisions, including the decision to sell the Total Population Health Services business and focus exclusively on the retained Network Solutions business;
|
·
|
the effectiveness of management's strategies and decisions to invest in the Network Services business;
|
·
|
the risks associated with recent changes in the Company's senior management team;
|
·
|
the Company's ability to sign and implement new contracts for its solutions;
|
·
|
the Company's ability to accurately forecast the costs required to successfully implement new contracts;
|
·
|
the Company's ability to anticipate change and respond to emerging trends for healthcare and the impact of the same on demand for the Company's services;
|
·
|
the impact of any impairment of the Company's goodwill, intangible assets or other long-term assets;
|
·
|
the Company's ability to develop new products and deliver and report outcomes on those products;
|
·
|
the Company's ability to develop and enhance its technology solutions platform and/or other technologies to meet evolving customer and market needs;
|
·
|
the Company's ability to anticipate and respond to strategic changes, opportunities and emerging trends in the Company's industry and/or business and to accurately forecast the related impact on the Company's revenues and earnings;
|
·
|
the Company's ability to renew and/or maintain contracts with its customers under existing terms or restructure these contracts on terms that would not have a material negative impact on the Company's results of operations;
|
·
|
the Company's ability to accurately forecast the Company's revenues, margins, earnings and net income, as well as any potential charges that the Company may incur as a result of changes in its business and leadership;
|
·
|
the Company's ability and/or the ability of its customers to enroll participants and to accurately forecast their level of enrollment and participation in the Company's programs in a manner and within the timeframe anticipated by the Company;
|
·
|
the risks associated with deriving a significant concentration of revenues from a limited number of customers;
|
·
|
the ability of the Company's customers to provide timely and accurate data that is essential to the operation and measurement of the Company's performance;
|
·
|
the Company's ability to achieve and reach mutual agreement with customers with respect to the contractually required performance metrics, cost savings and clinical outcomes improvements or to achieve such metrics, savings and improvements within the timeframes contemplated by the Company;
|
·
|
the risks associated with changes in macroeconomic conditions;
|
·
|
the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions of our information systems or those of third-party vendors or other service providers, which may result in unauthorized access by third parties to customer, employee or Company information or protected health information and lead to enforcement actions, fines and other litigation against the Company;
|
·
|
the Company's ability to effectively compete against other entities, whose financial, research, staff, and marketing resources may exceed the Company's resources;
|
·
|
the Company's ability to favorably resolve contract billing and interpretation issues with its customers;
|
·
|
the Company's ability to service its debt and remain in compliance with its debt covenants;
|
·
|
the Company's ability to obtain adequate financing to provide the capital that may be necessary to support its operations and to support or guarantee its performance under new contracts;
|
·
|
the ability of the Company's customers to maintain the number of covered lives enrolled in the plans during the terms of its agreements;
|
·
|
counterparty risk associated with the Company's cash convertible notes hedges, interest rate swap agreements and foreign currency exchanged contracts;
|
·
|
the risks associated with valuation of the cash convertible notes hedges and the cash conversion derivative, which may result in volatility to the Company's consolidated statements of comprehensive income (loss) if these transactions do not completely offset one another;
|
·
|
the risks associated with certain derivatives carried at fair value, which may result in volatility to the Company's consolidated statements of comprehensive income (loss);
|
·
|
the impact of any new or proposed legislation, regulations and interpretations relating to Medicare or Medicare Advantage;
|
·
|
the impact of litigation involving the Company and/or its subsidiaries;
|
·
|
the impact on the Company's operations and/or demand for its services of future state, federal and international legislation and regulations applicable to the Company's business, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010;
|
·
|
current geopolitical turmoil, the continuing threat of domestic or international terrorism, and the potential emergence of a health pandemic or infectious disease outbreak; and
|
·
|
other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, and other filings with the Securities and Exchange Commission
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
727
|
|
|
$
|
233
|
|
Accounts receivable, net
|
|
|
56,718
|
|
|
|
50,608
|
|
Prepaid expenses
|
|
|
3,410
|
|
|
|
7,662
|
|
Other current assets
|
|
|
1,028
|
|
|
|
2,508
|
|
Income taxes receivable
|
|
|
175
|
|
|
|
257
|
|
Deferred tax asset
|
|
|
—
|
|
|
|
7,717
|
|
Current assets held for sale within discontinued operations
|
|
|
—
|
|
|
|
65,802
|
|
Total current assets
|
|
|
62,058
|
|
|
|
134,787
|
|
|
|
|
|
|
|
|
|
|
Property and equipment:
|
|
|
|
|
|
|
|
|
Leasehold improvements
|
|
|
34,240
|
|
|
|
27,674
|
|
Computer equipment and related software
|
|
|
23,844
|
|
|
|
33,496
|
|
Furniture and office equipment
|
|
|
11,217
|
|
|
|
13,512
|
|
Capital projects in process
|
|
|
418
|
|
|
|
1,089
|
|
|
|
|
69,719
|
|
|
|
75,771
|
|
Less: accumulated depreciation
|
|
|
(52,668
|
)
|
|
|
(53,753
|
)
|
|
|
|
17,051
|
|
|
|
22,018
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
6,700
|
|
|
|
509
|
|
Cash convertible notes hedges
|
73,869
|
12,632
|
||||||
Intangible assets, net
|
|
|
29,136
|
|
|
|
29,526
|
|
Long-term deferred tax asset
|
|
|
68,380
|
|
|
|
—
|
|
Goodwill, net
|
|
|
334,680
|
|
|
|
336,974
|
|
Long-term assets held for sale within discontinued operations
|
|
|
—
|
|
|
|
176,478
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
591,874
|
|
|
$
|
712,924
|
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
25,181
|
|
|
$
|
21,184
|
|
Accrued salaries and benefits
|
|
|
15,520
|
|
|
|
7,240
|
|
Accrued liabilities
|
|
|
36,165
|
|
|
|
28,384
|
|
Deferred revenue
|
|
|
182
|
|
|
|
125
|
|
Contract billings in excess of earned revenue
|
|
|
587
|
|
|
|
101
|
|
Current portion of long-term debt
|
|
|
52,654
|
|
|
|
23,308
|
|
Current portion of long-term liabilities
|
|
|
8,709
|
|
|
|
6,204
|
|
Current liabilities held for sale within discontinued operations
|
|
|
—
|
|
|
|
75,644
|
|
Total current liabilities
|
|
|
138,998
|
|
|
|
162,190
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
197,774
|
|
|
|
208,289
|
|
Long-term deferred tax liability
|
|
|
—
|
|
|
|
23,617
|
|
Cash conversion derivative
|
73,869
|
12,632
|
||||||
Other long-term liabilities
|
|
|
16,514
|
|
|
|
25,606
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
Preferred stock
$.001 par value, 5,000,000 shares authorized, none outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock
$.001 par value, 120,000,000 shares authorized, 37,749,070 and 36,079,446
shares outstanding, respectively
|
|
|
37
|
|
|
|
36
|
|
Additional paid-in capital
|
|
|
320,079
|
|
|
|
302,488
|
|
Retained earnings (deficit)
|
|
|
(124,205
|
)
|
|
|
9,659
|
|
Treasury stock, at cost, 2,254,953 shares in treasury
|
|
|
(28,182
|
)
|
|
|
(28,182
|
)
|
Accumulated other comprehensive loss
|
|
|
(3,135
|
)
|
|
|
(4,087
|
)
|
Total Healthways, Inc. stockholders' equity
|
|
|
164,594
|
|
|
|
279,914
|
|
Non-controlling interest
|
|
|
125
|
|
|
|
676
|
|
Total stockholders' equity
|
|
|
164,719
|
|
|
|
280,590
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
591,874
|
|
|
$
|
712,924
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
125,049
|
|
|
$
|
113,536
|
|
|
$
|
376,065
|
|
|
$
|
338,610
|
|
Cost of services (exclusive of depreciation and
amortization of $1,334, $1,504, $4,548, and
$4,404, respectively, included below)
|
|
|
89,153
|
|
|
|
78,954
|
|
|
|
269,411
|
|
|
|
236,361
|
|
Selling, general & administrative expenses
|
|
|
10,406
|
|
|
|
6,419
|
|
|
|
29,924
|
|
|
|
26,512
|
|
Depreciation and amortization
|
|
|
1,603
|
|
|
|
1,866
|
|
|
|
5,352
|
|
|
|
5,595
|
|
Restructuring and related charges
|
|
|
1,129
|
|
|
|
—
|
|
|
|
1,170
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
22,758
|
|
|
|
26,297
|
|
|
|
70,208
|
|
|
|
70,142
|
|
Interest expense
|
|
|
4,833
|
|
|
|
4,914
|
|
|
|
13,115
|
|
|
|
13,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
17,925
|
|
|
|
21,383
|
|
|
|
57,093
|
|
|
|
56,856
|
|
Income tax expense
|
|
|
13,126
|
|
|
|
8,423
|
|
|
|
13,126
|
|
|
|
22,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations
|
|
|
4,799
|
|
|
|
12,960
|
|
|
|
43,967
|
|
|
|
34,396
|
|
Income (loss) from discontinued operations, net of
income tax expense (benefit)
|
|
|
51,222
|
|
|
|
(22,103
|
)
|
|
|
(177,335
|
)
|
|
|
(46,336
|
)
|
Net income (loss)
|
|
|
56,021
|
|
|
|
(9,143
|
)
|
|
|
(133,368
|
)
|
|
|
(11,940
|
)
|
Less: net income (loss) attributable to
|
||||||||||||||||
non-controlling interest
|
|
|
80
|
|
|
|
(117
|
)
|
|
496
|
|
|
|
(420)
|
|
|
Net income (loss) attributable to Healthways, Inc.
|
|
$
|
55,941
|
|
|
$
|
(9,026
|
)
|
|
$
|
(133,864
|
)
|
|
$
|
(11,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to
Healthways, Inc. - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.36
|
|
|
$
|
1.21
|
|
|
$
|
0.96
|
|
Discontinued operations
|
|
$
|
1.38
|
|
|
$
|
(0.61
|
)
|
|
$
|
(4.88
|
)
|
|
$
|
(1.28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to
Healthways, Inc. - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.12
|
|
|
$
|
0.35
|
|
|
$
|
1.17
|
|
|
$
|
0.93
|
|
Discontinued operations
|
|
$
|
1.33
|
|
|
$
|
(0.60
|
)
|
|
$
|
(4.74
|
)
|
|
$
|
(1.25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
56,244
|
|
|
$
|
(10,442
|
)
|
|
$
|
(132,264
|
)
|
|
$
|
(14,494
|
)
|
Less: comprehensive income (loss) attributable to
non-controlling interest
|
|
|
1
|
|
|
|
(284
|
)
|
|
|
648
|
|
|
|
(582
|
)
|
Comprehensive income (loss) attributable to
|
||||||||||||||||
Healthways, Inc.
|
|
$
|
56,243
|
|
|
$
|
(10,158
|
)
|
|
$
|
(132,912
|
)
|
|
$
|
(13,912
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
37,037
|
|
|
|
35,939
|
|
|
|
36,441
|
|
|
|
35,756
|
|
Diluted
|
|
|
38,421
|
|
|
|
36,514
|
|
|
|
37,505
|
|
|
|
36,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|||||
|
|
2016
|
|
|
2015
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income from continuing operations
|
|
$
|
43,967
|
|
|
$
|
34,396
|
|
Net loss from discontinued operations
|
|
|
(177,335
|
)
|
|
|
(46,336
|
)
|
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
30,319
|
|
|
|
37,099
|
|
Amortization of deferred loan costs
|
|
|
1,645
|
|
|
|
1,481
|
|
Amortization of debt discount
|
|
|
5,618
|
|
|
|
5,308
|
|
Share-based employee compensation expense
|
|
|
15,367
|
|
|
|
7,539
|
|
Loss on sale of MeYou Health
|
|
|
4,826
|
|
|
|
—
|
|
Loss on sale of TPH business
|
|
|
162,395
|
|
|
|
—
|
|
Equity in (income) loss from joint ventures
|
|
|
(271
|
)
|
|
|
20,443
|
|
Deferred income taxes
|
|
|
(87,608
|
)
|
|
|
(8,046
|
)
|
Decrease in accounts receivable, net
|
|
|
1,837
|
|
|
|
1,828
|
|
Decrease in other current assets
|
|
|
5,549
|
|
|
|
558
|
|
(Decrease) increase in accounts payable
|
|
|
(3,698
|
)
|
|
|
1,281
|
|
Decrease in accrued salaries and benefits
|
|
|
(10,419
|
)
|
|
|
(6,518
|
)
|
Decrease (increase) in other current liabilities
|
|
|
1,568
|
|
|
|
(7,216
|
)
|
Other
|
|
|
19,356
|
|
|
|
(2,990
|
)
|
Net cash flows provided by operating activities
|
|
|
13,116
|
|
|
|
38,827
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment
|
|
|
(12,860
|
)
|
|
|
(26,390
|
)
|
Investment in joint venture
|
|
|
(1,298
|
)
|
|
|
(6,075
|
)
|
Proceeds from sale of MeYou Health
|
|
|
5,156
|
|
|
|
—
|
|
Payments related to sale of TPH business
|
|
|
(27,469
|
)
|
|
|
—
|
|
Other
|
|
|
(787
|
)
|
|
|
(851
|
)
|
Net cash flows used in investing activities
|
|
|
(37,258
|
)
|
|
|
(33,316
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt
|
|
|
396,491
|
|
|
|
461,456
|
|
Payments of long-term debt
|
|
|
(385,188
|
)
|
|
|
(468,334
|
)
|
Exercise of stock options
|
|
|
8,746
|
|
|
|
2,464
|
|
Deferred loan costs
|
|
|
(424
|
)
|
|
|
—
|
|
Proceeds from non-controlling interest
|
|
|
—
|
|
|
|
1,615
|
|
Repurchase of common stock
|
|
|
—
|
|
|
|
(1,833
|
)
|
Change in cash overdraft and other
|
|
|
2,557
|
|
|
|
1,005
|
|
Net cash flows provided by (used in) financing activities
|
|
|
22,182
|
|
|
|
(3,627
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
817
|
|
|
|
(1,884
|
)
|
|
|
|
|
|
|
|
|
|
Less: net decrease in discontinued operations cash and cash equivalents
|
|
|
(1,637
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
494
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
233
|
|
|
|
516
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
727
|
|
|
$
|
523
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2016
|
Three Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2016
|
Nine Months Ended
September 30, 2015
|
|||||||||||||||||||||||||||||
$ in thousands
|
Per Share
|
$ in thousands
|
Per Share
|
$ in thousands
|
Per Share
|
$ in thousands
|
Per Share
|
|||||||||||||||||||||||||
Adjusted net income from continuing operations, non-GAAP basis (1)
|
$
|
11,468
|
$
|
0.30
|
$
|
12,960
|
$
|
0.35
|
$
|
50,636
|
$
|
1.35
|
$
|
37,096
|
$
|
1.01
|
||||||||||||||||
Net loss attributable to income tax expense related to six months ended June 30, 2016 (2)
|
(15,602
|
)
|
(0.41
|
)
|
—
|
—
|
(15,602
|
)
|
(0.42
|
)
|
—
|
—
|
||||||||||||||||||||
Net income attributable to reversal of deferred tax asset valuation allowance (3)
|
9,615
|
0.25
|
—
|
—
|
9,615
|
0.25
|
—
|
—
|
||||||||||||||||||||||||
Net loss attributable to corporate support infrastructure restructuring charges (4)
|
(682
|
)
|
(0.02
|
)
|
—
|
—
|
(682
|
)
|
(0.02
|
)
|
—
|
—
|
||||||||||||||||||||
Net loss attributable to CEO separation expenses (5)
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,700
|
)
|
(0.08
|
)
|
||||||||||||||||||||||
Net income from continuing operations, GAAP basis (6)
|
$
|
4,799
|
$
|
0.12
|
$
|
12,960
|
$ |
0.35
|
$
|
43,967
|
$
|
1.17
|
$
|
34,396
|
$
|
0.93
|
Three Months Ended
September 30, 2016
|
Three Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2016
|
Nine Months Ended
September 30, 2015
|
|||||||||||||||||||||||||||||||
$ in thousands
|
% of Revenue
|
$ in thousands
|
% of Revenue
|
$ in thousands
|
% of Revenue
|
$ in thousands
|
% of Revenue
|
|||||||||||||||||||||||||||
Adjusted EBITDA from continuing operations, non-GAAP basis (7)
|
$
|
26,204
|
21.0%
|
$
|
28,163
|
24.8%
|
$
|
77,444
|
20.6% |
$
|
75,737
|
22.4% |
||||||||||||||||||||||
Business separation costs (8)
|
(714
|
)
|
—
|
(714
|
)
|
—
|
||||||||||||||||||||||||||||
Restructuring charges (9)
|
(1,129
|
)
|
—
|
(1,170
|
)
|
—
|
||||||||||||||||||||||||||||
EBITDA from continuing operations, non-GAAP basis (10)
|
24,361
|
28,163
|
75,560
|
75,737
|
||||||||||||||||||||||||||||||
Depreciation and amortization
|
(1,603
|
)
|
(1,866
|
)
|
(5,352
|
)
|
(5,595
|
)
|
||||||||||||||||||||||||||
Interest expense
|
(4,833
|
)
|
(4,914
|
)
|
(13,115
|
)
|
(13,286
|
)
|
||||||||||||||||||||||||||
Income tax expense
|
(13,126
|
)
|
(8,423
|
)
|
(13,126
|
)
|
(22,460
|
)
|
||||||||||||||||||||||||||
Net income from continuing operations, GAAP basis
|
$
|
4,799
|
$
|
12,960
|
$
|
43,967
|
$
|
34,396
|
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