CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Files An 8-K Results of Operations and Financial Condition

CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition

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The information disclosed below in Item 2.02 is also intended to be disclosed under this Item 2.02 and is incorporated herein by reference.

Item 2.02 Regulation FD Disclosure

On January 23, 2019, Civitas Solutions, Inc. (the “Company”) is commencing the distribution of a confidential presentation to potential lenders and investors relating to the financing of the Company’s pending merger (the “Merger”) with Celtic Intermediate Corp., a newly-formed company controlled by investment funds affiliated with Centerbridge Capital Partners, L.P. The confidential presentation includes the following information regarding the Company’s results of operations for the first fiscal quarter ending December 31, 2018.

The financial results included in this report are preliminary and pending the completion of the Company’s financial closing and review procedures. As a result, there is a possibility that the Company’s results for the fiscal quarter will vary from the preliminary estimates and such differences could be material. Financial results will not be complete until the Company completes its financial closing and files its quarterly report on Form 10-Q for the fiscal quarter ending December 31, 2018.

The information furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing. The furnishing of the information below shall not be deemed an admission that the furnishing of such information is required by Regulation FD or that any such information is material.

The Company’s preliminary unaudited net revenue and Adjusted EBITDA results for the first fiscal quarter ended December 31, 2018 are not expected to be below $402.0 million and $44.2 million, respectively. For the fiscal quarter ended December 31, 2017, net revenue was $395.4 million and Adjusted EBITDA was $38.1 million.

A reconciliation of Adjusted EBITDA, a non-GAAP measure, for the fiscal quarter ended December 31, 2018 to the most directly comparable GAAP measure is provided in the table below.

Reconciliation of Non-GAAP Financial Measures

(Amounts in thousands)

(unaudited)

Three Months Ended December 31,

Reconciliation of Net Income to Adjusted EBITDA:

Net income

$

5,025

Provision for income taxes

2,338

Interest expense, net

10,166

Depreciation and amortization

22,375

Adjustments:

Stock-based compensation (a)

2,068

Merger costs (b)

1,190

Restructuring costs(c)

Acquisition-related transaction costs (d)

Adjusted EBITDA

$

44,200

(a)

Represents non-cash stock-based compensation expense.

(b)

Represents external costs incurred in connection with the definitive merger agreement with funds affiliated with Centerbridge Partners, L.P. announced on December 18, 2018.

(c)

Represents severance costs associated ongoing optimization initiatives.

(d)

Represents external transaction costs incurred by the Company for acquisitions.

About CIVITAS SOLUTIONS, INC. (NYSE:CIVI)

Civitas Solutions, Inc. is a provider of home- and community-based health and human services to individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. The Company operates through two segments: Human Services and Post-Acute Specialty Rehabilitation Services (SRS). The Human Services segment provides home- and community-based human services to individuals with intellectual and/or developmental disabilities (I/DD), youth with emotional, behavioral and/or medically complex challenges or at-risk youth (ARY), and elders. The SRS segment delivers healthcare and community-based health and human services to individuals having suffered acquired brain injury, spinal injuries, and other catastrophic injuries and illnesses. Within its SRS segment, its NeuroRestorative business unit is focused on rehabilitation and transitional living services, and its CareMeridian business unit is focused on the medically-intensive post-acute care services.

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