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4-Traders Homepage  >  Equities  >  Nyse  >  Civitas Solutions Inc    CIVI

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CIVITAS : Results of Operations and Financial Condition (form 8-K/A)

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02/09/2018 | 10:17pm CET

Item 2.02. Results of Operations and Financial Condition. On February 8, 2018, we issued a press release announcing our financial results for the first quarter ended December 31, 2017 and furnished the press release with a Current Report on Form 8-K we filed that day (the "Original Form 8-K"). The press release contained an error relating to the calculation of Adjusted net income per diluted common share for the three months ended December 31, 2016. With respect to the per diluted share impact of stock-based compensation and the income tax effect of adjustments to net income per diluted common share, the correct per share amount was $0.6 and ($0.14), respectively.

To correct this error, we are revising the information we provided in the press release we issued on February 8, 2018 as set forth below. Except as set forth below, this Form 8-K/A does not modify or update any other disclosure contained in or furnished with the Original Form 8-K and this Form 8-K/A should be read in conjunction with the Original Form 8-K.

First Quarter Fiscal 2018 Financial Results

Adjusted net income per diluted common share was $0.33 for the first quarter ended December 31, 2017 compared to $0.32 for the first quarter of the prior year.


                      Reconciliation of Non-GAAP Financial Measures
                      (Amounts in thousands except per share data)

                                                                 Three Months Ended

Reconciliation of Net Income per Diluted Share to Adjusted December 31, Net Income per Diluted Share:

                                   2017             2016
Net income per diluted share                               $      0.25$     0.11


Stock-based compensation (a)                                      0.04             0.06
Contingent consideration adjustment (b)                              -             0.01
Expense reduction project costs (c)                               0.02             0.04
Acquisition-related transaction costs (d)                         0.02                -
Intangible asset amortization expense (e)                         0.29             0.24
Impact of non-cash discrete tax benefit (f)                      (0.17 )              -

Income tax effect of adjustments to net income per diluted common share (g)

                                                 (0.12 )          (0.14 )
Adjusted net income per diluted common share               $      0.33$     0.32

(a) Represents non-cash stock-based compensation expense.

(b) Represents the fair value adjustment associated with acquisition related

contingent consideration liabilities.

(c) Represents consulting, severance and other costs incurred in connection with

the Company's project to optimize business operations and reduce

company-wide expenses.

(d) Represents external transaction costs incurred by the Company for

     acquisitions. The Company has not historically excluded these costs but
     began excluding them in the first quarter of fiscal 2018. The Company
     believes that excluding these costs will provide the Company and its
     investors with a more transparent view of the Company's underlying operating
     performance because these expenses can vary significantly from quarter to
     quarter and the timing is difficult to predict. Prior period Adjusted EBITDA
     has been recast to conform to this presentation.

(e) Represents amortization expense on intangible assets acquired in business


(f) Represents the non-cash benefit of $6.5 million recorded during the three

months ended December 31, 2017 primarily resulting from remeasuring the

Company's deferred tax liabilities at the newly enacted federal tax rate.

(g) The income tax effect was calculated using a tax rate of approximately 32%

     and 40% for the three months ended December 2017 and 2016, respectively. The
     tax rate for each respective period represents the Company's estimated
     effective tax rate for the year, excluding the impact of any non-cash
     discrete tax expenses or benefits including the $6.5 million tax benefit
     described in footnote (f).

The information furnished with this Item 2.02, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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