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The Providence Service Corporation (NASDAQ:PRSC)

Q4 2013 Earnings Conference Call

March 13, 2014 11:00 AM ET

Executives

Alison Ziegler - Cameron Associates

Warren Rustand - CEO

Bob Wilson - CFO

Craig Norris - COO

Herman Schwarz - CEO, LogistiCare

Analysts

Bob Labick - CJS Securities

Brian Hoffman - Avondale Partners

Mitra Ramgopal - Sidoti

Mike Hughes - SJS Capital

Mike Petusky - Noble Financial

Operator

Good day ladies and gentlemen. Welcome to the Fourth Quarter 2013 Providence Service Corporation Earnings Conference Call. My name is, Dave, I’ll be your operator for today. At this time, all participants are in listen-only mode. We will conduct a question-and-answer session towards the end of this conference. (Operator Instructions) As a reminder, the call is being recorded for replay purposes.

I’d now like to turn the call over to Alison Ziegler of Cameron Associates. Please proceed, ma’am.

Alison Ziegler

Thanks Dave. Good morning, everyone, and thank you for joining us this morning for Providence's conference call and webcast to discuss financial results for the fourth quarter and year ended December 31, 2013. The press release was issued yesterday after the market close.

Before we begin, please note that we have arranged for a replay of this call. The replay will be available approximately one hour after the call's conclusion and will remain available until March 20th. The replay number is 888-286-8010 with the passcode 53482011. This call is also being webcast live with a replay available. To access the webcast, go to www.provcorp.com and look under the Investor tab as well as the Event Calendar.

Before we get started, I'd like to remind everyone of the Safe Harbor statement included in the press release and that the cautionary statements apply to today's conference call as well. During the course of this call, the company may make projections or other forward-looking statements regarding future events or the Company's beliefs about its financial results for 2014 and beyond. We wish to caution you that such statements are just predictions and involve risks and uncertainties. Actual results may differ materially. Factors, which may affect actual results, are detailed in the Company's recent filings with the SEC, including the Company's 10-K for the year ended December 31, 2013 which will be filed on Friday.

The Company's forward-looking statements are dynamic and subject to change. Therefore these statements speak only as of the date of this webcast, March 12, 2014. The Company may choose from time-to-time to provide updates and if they do we’ll disseminate them to the investing public.

In addition to the financial results prepared in the accordance with Generally Accepted Accounting Principles stated in the press release and provided throughout our call today, the Company also provided EBITDA and adjusted EBITDA non-GAAP measurements, which present its earnings on a pro forma basis. Providence’s management utilizes these non-GAAP measurements as a means to measure overall operating performance and to better compare current operating results with other companies within its industry. Both EBITDA and adjusted EBITDA are measurements not determined in accordance with, or an alternative for Generally Accepted Accounting Principles and maybe different from pro forma measures used by some companies.

A definition, calculation and reconciliation to the financial statements of each can be found in our press release. The items included in the non-GAAP measures pertain to certain items that are considered to be material. So the exclusion of the items would in management’s belief enhance the readers’ ability to compare the results of the Company’s business after excluding these items.

I’d now like to turn the call over to Warren Rustand, Chief Executive Officer. Go ahead, Warren.

Warren Rustand

Thank you, Alison, and good morning. After our scripted remarks, we will be available to take your questions. With us today on the call we have Bob Wilson, our CFO; Herman Schwarz, CEO, LogistiCare; and Craig Norris, CEO of Human Services Division. We finished 2013 with favorable financial results, which included revenue of over $1.1 billion, net income of $19.4 million and cash generated from operations of over $55 million. As Herman will discuss in more detail, while NET services revenue was pressured in the second half of the year, the transition of Connecticut from an at risk to an administrative services only contract, as well as our decision to walk away from certain underperforming contracts, our NET segment benefited from 2012 start up efforts, expanded business and negotiated favorable rate adjustments.

Despite the limited growth on the top line, we saw improvement in the NET gross margin and solid growth on the bottom line. Our Human Services segment continue to experience revenue growth in the fourth quarter due primarily to a new work force development contract and the new foster care contract that began in September of 2013, although transitions cost in Texas and weather disruptions pressured margins in the quarter, as did the continued transition of certain states to the managed care environment. We are pleased to report a 9% increase in clients in the Human Services segment in 2013 with gains across the board.

We continue to strengthen our management team and alignment with our commitment to increase shareholder returns and further improve our operational efficiency. Most recently we’ve brought on Michael-Bryant Hicks as Senior Vice President and General Counsel, Justine Sanchez, who is Chief People Officer and Michael Varadian, National Director of Healthcare Reform.

Entering 2014, we had a much strong operating position and are hopeful we will benefit from current healthcare trends including the Affordable Care Act and increased Medicaid enrollment, the trend toward home and community based care and the industry wide focus on reduction in total cost of care.

Also in 26 states plus the District of Columbia are currently moving toward expansion, there are still uncertainties at the state level as to how many and when. In our NET division 11 of the states where we cover Medicaid lives are participating in the expansion, New Jersey being the most notable and the largest of those contracts.

On the Human Services side, where we expect to benefit more gradually from enrollment, Arizona and California are two of our largest states that are participating with several other states anticipating to opt in as well. Until the states are able to give us more clarity and projections, we will continue to be cautious about projecting the impact of this population on our business.

We are in communication with the leadership of multiple states and continue to monitor changes in the Medicaid population. While it’s still early to predict the impact to our business thus far, we are seeing minor Medicaid increases come into the NET segment but it is too early any impact on the Human Services segment.

During 2014, we’re directing our attention to expanding our operating segments through both organic and acquisitive growth, with a specific focus on growing our home and community-based services and foster care services, while reducing our involvement in managed fee service arrangements in our Human Services segment.

Our NET Services segment will be focused primarily on organic growth related to the Medicaid expansion as well as continue to assess acquisition opportunities. Supporting this growth is our solid cash flow, strong balance sheet and excellent debt capacity. This should serve us well as we continue to position the Company for the future.

Let me now turn the call over Bob Wilson, our CFO who will provide more detail on the third quarter results reported in our press release.

Bob Wilson

Thank you, Warren. Revenue for the fourth quarter of 2013 was $276.8 million, a decrease of 3.4% from $286.5 million in the comparable period in the prior year. Revenue from our NET Services segment declined 6.8% to $187.2 million in the fourth quarter from $200.8 million in the fourth quarter of the prior year. Revenue from the Human Services segment grew 4.6% to $89.6 million compared to $85.7 million in the fourth quarter of 2012.

Craig Norris and Herman Schwarz of our Human Services and NET business segments will provide more details around this in a moment. We had net income of $3.4 million or $0.24 per diluted share in the fourth quarter of 2013 compared to net income of $2.9 million or $0.22 per diluted share in the fourth quarter of 2012.

EBITDA for the fourth quarter of 2013 was $9.8 million, compared to $12 million in the same period last year. Adjusted EBITDA for the fourth quarter of 2013 was $11.1 million, compared to $13.3 million in the same period last year. Impacting the fourth quarter of both 2013 and 2012 were charges of approximately $1.3 million, net of stock based compensation forfeitures related to the separation of certain former executives, which is included as one of the add-back items for adjusted EBITDA. EBITDA margin decreased to 3.5% in the fourth quarter of 2013 from 4.2% in the fourth quarter 2012.

For the full year 2013, we had total revenues of $1.123 billion, a slight increase of 1.5% from $1.106 billion for the full year 2012. Revenue related to our NET Services segment grew 2.6% for the year, from $750.7 million in 2012 to $770.2 million in 2013. Revenue from the Human Services segment decreased 0.8% to $352.4 million, down from $355.2 million for the full year 2012. Net income for the full year was $19.4 million or $1.41 per diluted share, compared to net income in 2012 of $8.5 million or $0.64 per diluted share.

EBITDA for 2013 was $53 million, compared to $39.2 million in 2012. Adjusted EBITDA for 2013 was $55.3 million, compared to $43.6 million for 2012. This represents a year-over-year increase of 26.8%. EBITDA margin also increased to 4.7% for 2013 from 3.5% for 2012. This represents progress towards achieving our stated goal over time of achieving EBITDA margins in the 6.5% range.

We realized efficiencies in our general and administrative and business support cost structure in 2013. G&A expenses as a percentage of revenues were 4.3% in 2013, compared to 4.8% in the prior year. We anticipate further improvements in 2014 and expect G&A expense levels to be in the range of 3.75% to 4% of revenues in 2014.

For 2013 our effective tax rate was approximately 37.7%, compared to 49.2% in 2012. Our 2013 effective tax rate was lower than the 40% to 42% rate we expected and previously communicated, primarily due to benefits received from the disqualifying dispositions of incentive stock options.

As discussed in the third quarter, we experienced a significant amount of stock option exercises in 2013 because of the increase in our stock price during the year. For 2014, we expect our effective tax rate to be between 40% and 41%. This rate does not consider any benefit from the disqualifying dispositions of incentive stock options. Any benefit we receive for such disqualifying dispositions would be recognized in the quarter in which the disqualifying dispositions occur.

We continue to generate strong cash flow from operations, $55.2 million in 2013 compared to $42.5 million in 2012. At December 31, 2013 we had unrestricted cash and cash equivalents of $99 million, compared to $91.1 million at September 30, and $55.9 million at the end of 2012. This strong cash flow from operations, as well as a strong cash position, coupled with the borrowing capacity of approximately $142.3 million that we put in place in connection with our debt refinancing during 2013, significantly enhances our financial flexibility as we continue to focus on growing our operations.

I will now turn it over to Craig to discuss the performance of the Human Services business for the quarter.

Craig Norris

Thank you, Bob. For the fourth quarter our client census on the Human Services side was approximately 56,300 clients. This is up 9% or 4,700 clients from the prior year quarter. These census gains were evident across many markets within the Human Service segment. Our clients are been served from 347 local offices in 24 states, the District of Columbia and Canada. There are approximately 6,300 employees serving 504 contracts. The contract count for the segment was down year-over-year for the quarter, primarily driven by the funding changes and our in-home tutoring program under The No Child Left Behind Act which we previously discussed.

Revenue for the quarter in the Human Services segment increased 5% to $89.6 million, from $85.7 million in the fourth quarter of 2012. This is primarily related to the impact of the new workforce development contract in Wisconsin and ramp up of our Texas contract. We did experience areas of softness in the quarter, mostly related to the anticipated pressure from certain managed care markets. Ultimately these markets will consolidate their provider networks and this will benefit more sophisticated organizations and drive organic census growth. In addition as Warren mentioned, we did have some early weather impact in December in a number of markets in the North East and the mid-Atlantic regions as well as continued delays in our Texas foster care contract.

Our Wisconsin contract is now fully implemented and we've had a solid performance in the quarter. As of September 2013 our Texas contract officially started transitioning our clients from the state system. We expect this client transfer to be complete by the end of Q1 of 2014. This is the first of what will be numerous contracts in Texas. There have been some delays while we partner with the state to implement and operationalize certain aspects of the new system of care. We are also in discussions with the State on various changes to the contract to improve the overall financial structure. We will continue to diligently partner with the State of Texas, so the system is effectively implemented and they will be replicated.

During 2014 we will direct our attention on expanding both organic and inquisitive growth with a specific focus on growing our home and community based services and foster care services while reducing our involvement in management fee service arrangements. The pipeline is continuing to expand and we are vetting a number of opportunities. We will continue to diligently evaluate these potential opportunities and look to make strategic acquisitions in 2014, especially in markets that are continuing to consolidate their provider systems.

Now I’ll hand off to Herman for more details on LogistiCare operations. Herman?

Herman Schwarz

Thank you Craig. Good morning, everyone. Our fourth quarter revenue for the NET division represents a 6.8% decline to the comparable period last year. The numbers do not accurately reflect the trends in the business. During the quarter two thirds of our operations experienced in the increase in revenue as compared to last year and half of these operations posted a greater than 10% increase.

In spite of these strong performances, our overall revenue declined due to the transition of the Connecticut contract to an ASO structure and our conscious decision to not bid on incumbent contracts in Wisconsin and Arkansas because we could not get comfortable with the future economics of these programs.

The $187.2 million in fourth-quarter revenue also represents a 2.5% decrease to the third quarter. The decline is primarily driven by the inclusion of one month of Wisconsin revenue in the third quarter plus a negative fourth-quarter revenue adjustment to account for a prior period overpayment by New York State.

Despite the revenue decline, our gross margin in the quarter improved compared to last year due to rate increases we experienced in several renewed contracts and the elimination of the poorly performing Wisconsin contract. Transportation expense in the fourth quarter was 77.4% of revenue versus 78.7% of last year, but did increase compared to last quarter due to the New York overpayment adjustment. This adjustment resulted from the state mistakenly including in our monthly payments, a population that was not eligible for the transportation benefit.

We are managing transportation in 40 states and have a census of 15.8 million eligible members, up from 15.1 million a year ago but down from 60 million eligibles last quarter, primarily due to the adjusted membership in New York. With respect to the sales pipeline we are waiting on RFP awards in Texas. You will recall that the portion of the state not currently managed under the broker model was divided into 11 distinct regions to be bid on individually. The decisions were due March 1st, but with the volume of paper to be considered, we alone submitted 120,000 pages in our bid submissions. It is not surprising that the state is behind schedule.

The West Virginia RFP that we discussed last quarter was pulled back by the State as it wanted to change the scope of the program that RFP has now been reissued and is due in March. As we had anticipated in Maine, the State is not satisfied with the NET program in six regions managed by one of our competitors and has issued an RFP due in March for those regions with a scheduled July 1st, start.

In South Carolina and New Jersey where we presently hold expiring state wide contracts, the Medicaid agencies are still working on RFPs for release. Both of these states have indicated a desire to extend our contract for some period of time to allow the agency the flexibility to complete the RFP and the bid process. We are also gearing up for a stretch of new business implementations over the next few months. Our state wide contract in Rhode Island is scheduled to go live on May 1st. So we’re just starting the hiring associates and initiating the implementation process.

We are also finally expecting the start of due eligible pilot programs in several states over the next two months. As a result of these programs, we expect revenue to increase in a few key states like California and Virginia but the complexity of mixed Medicaid and Medicare benefits will likely suppress the initial margins on these programs.

With that, I will now turn the call back over to Warren.

Warren Rustand

Herman, thank you very much. Overall we are pleased with the progress the Company made in 2013. The favorable trends we see in healthcare today continue to be opportunities for Providence. We have enduring relationships with payers, clients and referral sources, geographic reach, breathless services and experience, management of defined population and provider networks, contract bidding infrastructure and managed care contracting experience.

We continue to believe that the impact of Medicaid expansion under the Affordable Care Act will create opportunities for us to serve a substantially larger population of currently underserved citizens. Beyond Medicaid expansion, general healthcare market trends, which include growing awareness for the need to coordinate physical and behavioral healthcare services and the importance of facilitated non-emergency access to preventative services, will also be opportunities for Providence. With a strong cash position, coupled with increased financial capacity we are pursuing growth oriented initiatives and investments to further position our business for the future.

With that we’re happy to open the call to your questions and look forward to talking with you.

Question-And-Answer Session

Operator

Thank you. (Operator Instructions) This comes from the line of Bob Labick at CJS Securities. Please go ahead.

Bob Labick - CJS Securities

I guess I want to start it on the LogistiCare side. Thank you for the explanation as it relates to the New York State reversal. Could you give us maybe a little background on that and I don’t know if you can quantify the size for us but if you could, that would be great. And any impact that might have on future margins going forward?

Warren Rustand

Sure Bob, the background on it is the State -- as is true in all of our states, we get eligibility files which dictates how we get paid on a PMPM basis. And as it turns out, as New York went back and reviewed some of their payment files, they realized that they had included in the membership a population that is not eligible for transportation benefits. It’s not core Medicaid. It was a group likely to fit into the expansion population that New York was providing some benefits to, but transportation was not one of them. They have been paying us on that population. So in the fourth quarter they came back to us and told us that they had found this error and that there was a mistake. So we recognized that we needed to adjust for that and we took $1.5 million prior period adjustment in December to account for what they’re going to come back and ask us to repay.

Going forward, that impact is going to be mitigated because this population is part of the expansion population that New York will be moving into Medicaid. So over the course of 2014, they are planning to phase that membership into our program. So we’re not quite sure how that’s going to work yet, but it looks like we’re going to be picking up 1/12th or maybe a little bit more each month of that population. So by the end of this year any impact of that change has gone away.

Bob Labick - CJS Securities

Okay, great that’s very helpful. And then at the beginning of the call, I want to talk a little bit about the newly eligible; beginning to see that impact on the LogistiCare side. Can you -- we talk about this every call obviously. I know you’re very close. Can you just give us the latest update as to what states you’re thinking and how it may ultimately impact you and what the timing would be, because I thought March we should know more.

Herman Schwarz

Wouldn’t that be nice? Basically as Warren we have 11 states that we currently provide services to Medicaid beneficiaries that have indicated they are part of the expansion population. We are only seeing an impact of membership in three maybe four of those states, New Jersey as you mentioned being the most significant, it happens to be our largest contract. It happens to also be where we are seeing probably the most significant impact on membership. What we don’t know, and frankly even at this point the states aren’t able to tell us and have not designated is that actually expansion population or is it what they call the woodwork population, which are folks that are technically and have been eligible to be in the standard Medicaid program but have just never registered or signed up.

So, we don’t really know. I can’t really attribute whether the population growth we are seeing is just kind of basic Medicaid folks or is it the expansion population and the states haven’t been able to provide that information for us yet. It doesn’t impact us one way or the other in terms of how we get paid today. It might in the future but right now we're getting paid just based on our straight current employees PMPM, but I can’t really tell you how much of it again is expansion versus just growth in standard Medicaid. The states that we have seen an impact primarily, as I mentioned New Jersey, Nevada and a little bit in Delaware.

Bob Labick - CJS Securities

Okay, great. I guess we'll just continue to obviously stay tuned for that as you guys learn and tell us on the calls.

Warren Rustand

Here is what I will tell you. You are seeing numbers coming out of the federal government, out of CMS about all these people having signed up. That is not flowing necessarily into the state membership roles as we've seen it. And what could be happening there or what we think might be happening there is if these are woodwork individuals, you got to remember that if their woodwork, then the states do have a financial responsibility at their split with CMS. That’s somewhere between 50% and 70% that the feds pay. So the states would have some financial risk associated with the woodwork population. So they are going to be fairly slow at pushing those folks through the registration process and getting them eligible because that is money out of their pockets as opposed to the expansion population, which is paid for 100% by the feds. Does that make sense?

Bob Labick - CJS Securities

Yes, that’s very helpful color. Okay, great. And then jumping over to human services real quick, could you help us understand the impact. I guess you called out three things in the quarter that impacted margins. It was weather, the Texas start-up expenses and then the continual transition to some NCOs. Maybe help us quantify each of those and then more importantly, as we think about the near-term 2014, maybe 2015, give us a sense of where you can get margins back in that division? I know the long-term goal I'm sure is unchanged at the 6.5%.

Bob Wilson

I think Bob, I think the three things I called out for the quarter probably we wrote about a 0.5 or so on the margin. Weather, it has not been too typical in recent years where we have had, the kind of weather we had in early December and that’s a little bit of a challenging month as you know because the second half of this part of the month is school vacations and holiday. So that has an impact to us pretty dramatically frankly and what happens in the beginning of the December.

The managed care sides, this is something I talk about before. I also might think it’s going to be opportunities for us as I've said but we have seen for example -- one example I'd give you Bob is like in North Carolina where part of what’s going on there is they had a number of managed care providers there and what they have been doing over this past year is consolidating down to fewer.

So as they consolidate, we have to adjust and adapt to the ones that survived that system and we have to make our changes now. I think what we're seeing in the environment as an example like in North Carolina is a lot of providers aren’t adapting and adjusting. So I'm still confident that once those areas stabilize and whatever the state chooses as their managed care provider, we're going to benefit in those environments.

And then in Texas, as I said we started finally in September, bringing the clients over to our program. We are about done with that transfer of about 1200 clients or so and since this is the first contract, Bob, in Texas of this nature. I liken it, a little bit to sort of the LogistiCare contracts. Once we have taken over this system, we have realized any of the state's data wasn’t all that perfect. We are working on that, some of the administrative cost that state assumed that we would need. It might be a little bit more and we're dealing with some provider rate issues. So there’s about four or five things we're dealing with the state on relative to the contract now that we're just about done transitioning those clients and we will be going back with them, kind of like in similar fashion that LogistiCare does with their large contracts to kind of right size some of the financial components of the contract.

So we're kind of in the middle of getting the final client count over and dealing with the state on four or five issues relative to the contract that to your last question will help the margin improvement this year. Clearly, getting the Texas contract fully implemented with certain changes of that contract should dramatically help improve the margins in that business as well as some of the stabilizing managed care environments, while they are not all stable yet, some of them have become stable and I think there are other ones that are still sort of trying to find their grounding. I believe within the year, they will sort of stabilize themselves as well. So I think those are the big things. Weather of course, we can’t control weather. It's no big secret we've had this year already. It effects both segments a little bit differently. But other than that we should be looking at a fairly decent year if the weather can cooperate with us henceforth.

Warren Rustand

Bob, this is Warren. I think there probably is one additional comment that we’d make in regard to the margin and that’s the notion that we’ve launched a review of all of our business operations across Human Services as to their performance and that over time we will need to reconcile and rationalize underperforming programs in a way that either brings them to a higher level of performance or we determine to do something else with them.

So it’s necessary for us to continuously improve our current operations as well as look at future opportunities and the margins that we get from them. So we would expect overall in 2014 to continue to attack the margin and continue to try improve the margins through a variety of activities taken care of here at corporate.

Bob Labick - CJS Securities

Okay, that’s fantastic. My last question and I’ll go back into queue, just you had mentioned, obviously with Texas growing at 100%, doing everything you can because there is multiple additional opportunities ahead and you have to get this just right so you have the opportunity to win those, can you give us just any timing on when any other contracts or regions in Texas might become available?

Craig Norris

Bob, they have awarded another region within the last 60 days I want to say. We didn’t bid on that region. We thought it was the appropriate thing to do to kind of right size the current contract, get it stable, get sort of the parameters of the contract. So they have awarded one other region. They did bid it out to not-for-profit. I think they wanted to kind of do a comparison between what we might bring to it and what a not-for-profit might bring to which is fine. And I suspect sometime by the summer they’ll come out with their third region in that state for this contract.

Operator

Thanks. The next question comes from the line of Brian Hoffman at Avondale Partners. Go ahead please.

Brian Hoffman - Avondale Partners

First of all, the $1.5 million adjustment from the overpayment, can you give us a per share impact on that?

Bob Wilson

This is Bob Wilson. The per share impact to that will be about $0.06 in the fourth quarter. So our earnings per share would have been -- rather than 22 would have been -- 24 would have been 30.

Brian Hoffman - Avondale Partners

Okay. And then you briefly mentioned this, but can you give us a bit more color about the impact of reform that you’re seeing in Q1? Specifically as it relates to LogistiCare, are you seeing increased enrollment? And for that expansion population are states paying the previous PMPM rates or are they paying different rates for that population?

Herman Schwarz'

I’ll answer that from LogistiCare as I mentioned in response to Bob. We’re seeing it in a handful of states, probably about three or four states. We’re seeing membership growth. Again we can’t distinguish whether it’s part of the expansion population or part of that woodwork phenomenon that we’ve discussed. But we do -- regardless of that we do get paid at the same existing PMPM we came out of 2013 with. The difference would be if they are traditional Medicaid type members their utilization might be higher than what we would expect from the expansion population and it’s frankly too early to tell you whether or not that’s the case.

So I would anticipate that as we get further into 2014 and more of these states are signing up folks and pushing harder and exchanges are working better, we’ll have a better sense but at this point the states can’t tell us who is the expansion member versus woodwork and we’re not sure they will be able to in terms of our files. They obviously have to be able to tell that for themselves in order to get reimbursed by the feds at a 100% but they’re not at this point including that in our eligibility files because it doesn’t truly impact us.

Brian Hoffman - Avondale Partners

And then lastly, can you just give us some color or tell me if your comfort level, with being able to sustain the free cash flow levels from 2013 going forward?

Bob Wilson

This is Bob Wilson again. We’re actually quite comfortable that we’re going to be able to sustain and grow our free cash flow levels this coming year and we're not getting into the particulars of our budget process but that is sort of standard benchmark that we’re using internally and have every expectation of hitting it.

Operator

Your next question comes from line of Mitra Ramgopal at Sidoti. Go ahead please.

Mitra Ramgopal - Sidoti

I’m sorry if I missed this on the call and you might have answered these questions before. But first is it fair to say that had it not been for the reserve, the margin in NET segment would have been up actually year over year and sequentially?

Herman Schwarz

It certainly would have been up year-over-year and it would have been up as well from Q3 to Q4; slightly up, yes.

Mitra Ramgopal - Sidoti

And I don’t know if you can give us an update, as it relates to Michigan. I believe you are planning to, by the end of the first quarter be adding about I think 500,000 new lives. I don't know if you can give an update on where that stands?

Herman Schwarz

Yes, I can. And all of that business has been implemented and is it up and running and running successfully. So our Michigan operation has expanded significantly and is benefiting from some winter weather at the same time. So, so far so god.

Mitra Ramgopal - Sidoti

Again, I think you also had a couple of programs, NCO programs in California starting to core this year. I don't know if you can give us an update on how that's coming along?

Herman Schwarz

Sure. The programs we had talked about in Q3 were what they call the rural expansion for Medi-Cal. We have implemented those programs and those two cases we do not get paid on an at risk basis or a capitated basis. They’re cost plus. So we do -- our revenue fluctuates with the usage of the program, the volume in the program, actual trips being taken and so far they have not reached the levels that either our client or us expected in terms of utilizations. So it hasn’t generated the revenue levels that we expected.

We continue to believe it will as the managed care organizations promote the program and people get used to the fact that they’re now part of a managed care network and then the other piece of that that we’ve talked about is those dual eligible programs which I mentioned earlier, we do anticipate to start probably in April in California and that would come on and generate the revenue growth we’re expecting.

Mitra Ramgopal - Sidoti

I have a question on…

Bob Wilson

Let me just put a finer point on the question of margin related to the adjustment that Herman responded to. So in the quarter, the impact of that adjustment is about 1 percentage point or 100 basis points on the operating margin of LogistiCare in the quarter and of course you would have sort of proportionate effect on the full year, probably about three-tenths of a percentage of point on margin.

Mitra Ramgopal - Sidoti

Okay, thanks. No, that's very helpful. And Warren, I know you talked about potential acquisitions. I don't know if you can sort of remind us, typically when you make an acquisition aside from the revenue benefit, are the margins of the acquired company similar to where you are at, or is there sort of room for improvement there too?

Warren Rustand

Well, two types of acquisitions. Mitra. The one, or the tuck in acquisitions we’ve talked about, we did two of those in the fourth quarter. As you know we don’t necessarily announce those kinds of acquisitions, but we did two in the fourth quarter. We have a robust pipeline; we continue to look at those. We do have minimal standards though however as we look at new business and the acquisition, whether they be tuck-ins or larger and internal hurdle rates that we think we have to have and so as a result of that, we would look to acquire or assimilate those business which having higher margin than we currently see in our business today and would exceed the 6.5% that we’re currently looking at.

So we apply a higher standard to that new business that’s coming to us than we have in our existing business and you noticed and Bob mentioned that we continue to improve our margin in 2012. It was 3.5%. It moved in 2013 to 4.7%. We expect to have continued improvement in the margin in 2014.

Mitra Ramgopal - Sidoti

Okay. And a final question, the $1.3 million, going forward at this point, I think is that issue pretty much behind? I know it, a quarter you said a year ago also?

Bob Wilson

That's the 1.3 million you’re referring to?

Mitra Ramgopal - Sidoti

The expense associated with the separation of some former officers?

Warren Rustand

Yes, that -- Mitra, this is Warren. That's a one-time expense and we don’t expect that to be repeated.

Operator

Thanks. Your next question is from the line of Mike Hughes with SJS Capital. Go ahead please.

Mike Hughes - SJS Capital

Can you just talk about your two businesses and the percentage of revenue from each business that's generated through a managed care versus directly through the states? And then the margin differential, when you're dealing with the managed care organization?

Craig Norris

I will start on my side. Just off the top in my head, I would say -- I would say about 60% of the Human Service side is presently in some form of managed care, Mike. And keeping in mind, managed care can have many different forms from fully capitated to fee-for-service managed care. So there are many different varieties that can exist. I do expect that number as a percentage of revenue to continue to grow, as states look to be more sophisticated with how they are managing their Medicaid system such as with a fact of life as I talked about before.

I think there is period of adapting to those changes but I think a company like ours will be in a good position compared to those smaller not-for-profit kind of businesses out there that really will spend to spend quite bit of resources to really adapt the change in managed care environment. So ultimately I think it will be a good thing for us. The margin differential, I would say that there is not really one answer I can give you Mike on that. There are some states where we've been in managed care for a long time where we've seen our margin rise overtime. There are managed care programs that we've been in that have sort of suppressed margins for some time and then we have states that do the same thing. So there's not really one answer that I can give you on unfortunately but I do believe overtime as the managed care systems sort of take foot in these states and as they consolidate the provider network, we generally do see our census grow, we became an option for the managed care agencies and a partner with them and margins have stabilized. But there is not really one answer to that question unfortunately.

Herman Schwarz

And then on our side, we do -- between 21% and 22% of our revenue is with managed care organizations and the gross margins which would be the only comparable measure there for the managed care is slightly -- overall slightly better than the state gross margins, but just slightly.

Mike Hughes - SJS Capital

And then I think on the last call or maybe the prior call, you talked about some technology spending, maybe for electronic health records. Can you give us an update there and kind of what that number will be for this year, how much will be capitalized, how much will be expensed through the income statement?

Bob Wilson

Sure. Well we continue to invest in technology -- we’ll continue to invest in technology in 2014. We’re being very cautious about the pace of that spend. But we clearly have a plan in place. We are clearly moving to common electronic health records across the organization and have a step wise approach to that so that we don’t sacrifice anything in terms of operational efficiency while we’re making those changes.

Warren Rustand

This is Warren. Additionally I would add that in addition to what Bob has just said, we’re going to invest in LogistiCare as well on the LogistiCare side, to upgrade that. As you know we’ve had a competitive advantage with LogistiCare for many years which is a home grown system and it’s need of refurbishment now. And so as a result of that we’re actually continuing to invest on the LogistiCare side as well to hold that competitive advantage.

On the Human Services side in addition to electronic health records we have a HRIS system we're looking at. We're improving and increasing our payroll capacity and our ability to monitor which creates efficiencies and drives our margin improvement. So there are whole host of electronic kinds of opportunities for us on both Human Services as well as LogistiCare which we believe will help drive the margin.

Mike Hughes - SJS Capital

Okay. But in the short term, just for modeling purposes, should we build in a little bit of a headwind from technology spending this year or is it kind of consistent with what you spent in ‘13?

Bob Wilson

No, it will be more than was in 2013. Again as Warren mentioned and Herman might have additional color on this. We clearly have built into our plans for 2014 on the LogistiCare side, pretty substantial investments for upgrades and Herman might provide more color around that. Similarly on the Human Services side, even though we’re being more deliberate in our approach, there will be some incremental investment in technology that we experienced in ‘14 compared to our current pace in ‘13.

Herman Schwarz

Excuse me, a little careful because our upgrades are -- as Warren mentioned -- are truly designed to kind of continue our competitive advantage and increase it. So I don’t want to give away what we’re necessarily doing at this point in time. But Bob is correct, we are increasing our spend and making some capital adjustments in our technology that we believe will give us an opportunity to extend the programs and add value to the programs that we currently have in order to maintain those contracts.

Mike Hughes - SJS Capital

I appreciate what you’re saying. But just as far as getting the street models correct, should we add an additional $500,000, $1 million just related to tech expense that will flow through the income statement for ‘14? What would be a good number?

Bob Wilson

A couple of million would be reasonable I guess for modeling purposes, I guess -- let me back a second here. So a lot of that capital spend or technology spend is not necessarily CapEx in a GAAP accounting sense. Much of that is falling through our income statement as period expenses, just by the nature of the accounting rules. On both sides of business, in fact I would say the lions share. My comment earlier was that we expect on an free cash flow basis to do better in ‘14 than we did in ‘13. That takes into account that additional technology spend that’s flowing through our income statement and through our free cash flow calculations.

Mike Hughes - SJS Capital

And then just last question, just good segue there; your free cash flow was phenomenal last year, but in part you were benefited by working capital I think accounts payable and accrued were almost $19 million of benefits. So would that repeat? You generated I think almost $3 a share in free cash flow. Are you suggesting that type of number for this year as well?

Bob Wilson

I'm suggesting that our free cash flow, our plan, the budget that we’re operating against has free cash flow improving in 2014 compared to 2013.

Operator

Thanks. The next question is from the line of Mike Petusky at Noble Financial. Please proceed.

Mike Petusky - Noble Financial

Bob, I was wondering if you could just talk about at the outset, it sounded like you guys expect a meaningful improvement on the G&A line in terms of percentage of revenue. Can you just add any color to what you guys are doing there?

Bob Wilson

Well, I think couple of things. There’s certain elements of discretionary spend that we've looked very closely at as went through our budget process late in the year. In addition to that, we will continue to look at ways of consolidating our cost structure around business support functions, potentially literally consolidating some of our functions to achieve cost savings in that way as well. We commented on that in earlier quarters. I would say 2013 was the year that we planned, we evaluated, we assessed and we planned; 2014 is the year that we're going to execute. Some of that we'll realize that throughout 2014. Probably the full impact of that will be felt in 2015 and beyond.

Mike Petusky - Noble Financial

Okay. All right. Great. And then, Herman, could you remind me when some of the key renewals are actually termed? And I guess I am talking about primarily New Jersey and South Carolina, but any other ones that I may be forgetting, when those actually term in 2014?

Herman Schwarz

Sure. New Jersey is scheduled by contract to be a June 30th exploration but as indicated they are looking to extend that. South Carolina is May and they have also indicated desire to extend. We don’t know how long yet in South Carolina. We have had some discussions in New Jersey around that but until we sign something, I'd prefer not to talk about it. But in both cases, we think it will get us probably through at least this year and then the other ones we have, Pennsylvania I think has an option year starting in December that we would have but those are the only two big ones that are actually expiring that don’t have option years available.

Mike Petusky - Noble Financial

And then Herman forgive, but and especially if you mentioned this earlier, but key RFPs, you guys are bidding on here over the next quarter or two?

Herman Schwarz

Sure. As I mentioned, we're waiting on the Texas decision. So one that one's already in the bank and we're just waiting to see what happens. We are currently working on both West Virginia and Maine in terms of state RFPs and then there are a couple of fairly large managed care opportunities that again I would rather not mention by name because it may be that some of our competitors don’t know that they are available. So those are probably the four things that are keeping us most distracted right now in terms of trying to get our piece out of the door.

Mike Petusky - Noble Financial

Okay. Last question. Could you size the Maine opportunity?

Herman Schwarz

Maine?

Mike Petusky - Noble Financial

Yes, Maine.

Herman Schwarz

Well, let me do it this way. I don’t want to because it’s competitive bidding. Our region in Maine is around $5 million and there are six regions up for bid. So if you want to use kind of a rule of thumb, you could do that multiplication. I'm not saying it’s all of that or maybe not more than that depending on the size of the regions but that would give you at least a ballpark.

Operator

You have no further questions at this time. (Operator Instructions). There are no further questions for you gentlemen. So I'd now like to turn the call back to Mr. Warren Rustand for closing remarks.

Warren Rustand

Thank you very much and thank you for all the questions that you've asked. We look forward to follow-up with you as we desire and will be available to you today and through the balance of the week so that if you want to follow-up any of these questions specifically we'll be glad to do that. Just an additional comment, as we look back at 2013 and the assessment that we've made of the company, the planning that we have had to do, the analysis that we've done and now the ability to execute on that plan, we're very encouraged and very excited about the opportunities for 2014. When we look back at 2013 with the margin improvement, improving G&A, the acquisition pipeline developing, the cash generation, the refinancing of the company, the technology investments, as we look at the scoreboard that’s used by the internal management team to judge our progress, we feel like 2013 was a very good year. We're looking forward to 2014 and we look forward to your questions as we go forward. We want to thank you for joining us on the call today. Have a good week.

Operator

Thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Have a good day.

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