March 20, 2017
Via EDGAR Submission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Suying Li |
Linda Cvrkel
Joel Parker
Rufus Decker
| Re: | Civitas Solutions, Inc. |
Form10-K for Fiscal Year Ended September 30, 2016
Filed December 14, 2016
File No. 001-36623
Ladies and Gentlemen:
On behalf of Civitas Solutions, Inc. (the “Company”), please find below the Company’s response to the comment letter to Denis M. Holler from the Staff of the Securities and Exchange Commission (the “Commission”), dated March 6, 2017, regarding the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2016 (the “Form10-K”). The Staff’s comment is reproduced below in italics. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Form10-K.
Form10-K for Fiscal Year Ended September 30, 2016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 39
| 1. | Your disclosure under Note 20, Segment Information, indicates that you evaluate performance based on EBITDA for each segment. Please expand your discussion of the results of operations for each of your reportable segments to describe the underlying drivers for the changes in segment EBITDA between reporting periods. If there aremultiple drivers that are responsible for the changes please discuss and quantify the effect of each driver that you have identified. |
Response:The Company previously operated its business in two reportable segments, Human Services and Post-Acute Specialty Rehabilitation Services (“SRS”). Effective as of October 1, 2016, to coincide with the start of the Company’s fiscal year, the Companyre-aligned its businesses within its Human Services reporting segment to a service line organizational structure. As a result of such change, in the Company’s Quarterly Report
for the quarter ended December 31, 2016 (the “First Quarter 2017 Form10-Q”), the Company revised its reportable segments to reflect that it now has three reportable segments; namely, the Intellectual and Developmental Disabilities (“IDD”) segment, theAt-Risk Youth (“ARY”) segment and the SRS segment. The Company also revised its discussion of the results of operations in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the First Quarter 2017 Form10-Q to include segment operating margin in the tables and a discussion of the changes in revenues, costs of revenues and operating expenses by segment between reporting periods.
In response to the Staff’s comment, the Company intends to further modify the discussion of results of operations in future filings to (i) discuss segment EBITDA margin instead of cost of revenue and operating expense as a percentage of gross revenue, and (ii) expand the discussion of the underlying drivers of changes in segment EBITDA margin between reporting periods and quantify the effect of those drivers to the extent it would enhance the reader’s understanding of the changes. In this discussion, the Company expresses segment EBITDA and the underlying factors as a percent of gross revenue, rather than in dollar terms, because the Company believes that presenting margin information provides more useful information to investors about the operating performance of each segment.
Exhibit A to this letter sets forth the changes the Company intends to make in future filings as if the Company had made those changes in the First Quarter 2017 Form10-Q. The actual discussion of results of operations in future filings will change based upon changes to the underlying facts.
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I hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or require additional information regarding this response, please direct them to me at (617)790-4254.
Sincerely,
| /S/ DENIS M. HOLLER |
| Denis M. Holler |
| Chief Financial Officer |
| Civitas Solutions, Inc. |
| cc: | Bruce F. Nardella, President and Chief Executive Officer |
Linda De Renzo, Chief Legal Officer, General Counsel and Secretary
Exhibit A
Three Months Ended December 31, 2016 and 2015
Consolidated Overview
| Three Months Ended December 31, | Increase | |||||||||||
| (in thousands) | 2016 | 2015 | (Decrease) | |||||||||
Gross Revenue | $ | 364,441 | $ | 349,736 | $ | 14,705 | ||||||
Sales Adjustments | (5,047 | ) | (3,989 | ) | (1,058 | ) | ||||||
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Net Revenue | $ | 359,394 | $ | 345,747 | $ | 13,647 | ||||||
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Income from Operations | 15,471 | 7,206 | 8,265 | |||||||||
Operating Margin | 4.3 | % | 2.1 | % | ||||||||
Consolidated gross revenue for the three months ended December 31, 2016 increased by $14.7 million, or 4.2%, compared to gross revenue for three months ended December 31, 2015. Sales adjustments as a percentage of gross revenue increased by 0.3% from 1.1% during the three months ended December 31, 2015 to 1.4% during the three months ended December 31, 2016. The growth in gross revenue was negatively impacted by the ARY divestitures during the first half of the prior year, which resulted in a decrease of $6.9 million in gross revenue. Excluding these operations, gross revenue increased by $21.9 million, or 6.4%, of which $11.7 million was from acquisitions that closed during and after the first quarter of fiscal 2015 and $10.2 million was from organic growth.
Consolidated income from operations was $15.5 million for the three months ended December 31, 2016 compared to $7.2 million for the three months ended December 31, 2015. The increase in income from operations was primarily due to a decrease in general and administrative expenses compared to the first quarter of fiscal 2016. The decrease was the result of cost containment efforts and a $9.6 million reduction in stock based compensation due to a $10.5 stock based compensation charge recorded during the first quarter of the prior year related to awards under our former equity plan.
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I/DD Results of Operations
The following table sets forth the results of operations for the I/DD segment for the periods indicated (in thousands):
| Three Months Ended December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | Change in % | ||||||||||||||||||||||
| Amount | % of gross revenue | Amount | % of gross revenue | Increase (Decrease) | of gross revenue | |||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
I/DD gross revenue | 241,197 | 100.0 | % | 232,068 | 100.0 | % | 9,129 | |||||||||||||||||
Sales adjustments | (2,949 | ) | (1.2 | )% | (2,125 | ) | (0.9 | )% | (824 | ) | (0.3 | )% | ||||||||||||
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I/DD net revenue | 238,248 | 98.8 | % | 229,943 | 99.1 | % | 8,305 | (0.3 | )% | |||||||||||||||
Cost of revenue: | ||||||||||||||||||||||||
Direct labor costs | 154,810 | 64.2 | % | 148,162 | 63.8 | % | 6,648 | 0.4 | % | |||||||||||||||
Client program costs | 9,976 | 4.1 | % | 9,802 | 4.2 | % | 174 | (0.1 | )% | |||||||||||||||
Client occupancy costs | 16,366 | 6.8 | % | 14,853 | 6.4 | % | 1,513 | 0.4 | % | |||||||||||||||
Other direct costs | 11,120 | 4.6 | % | 10,962 | 4.7 | % | 158 | (0.1 | )% | |||||||||||||||
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Total cost of revenues | 192,272 | 79.7 | % | 183,779 | 79.1 | % | 8,493 | 0.6 | % | |||||||||||||||
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General and administrative | 12,634 | 5.2 | % | 13,268 | 5.7 | % | (634 | ) | (0.5 | )% | ||||||||||||||
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I/DD EBITDA | 33,342 | 13.9 | % | 32,896 | 14.3 | % | 446 | (0.4 | )% | |||||||||||||||
Depreciation and amortization | 9,146 | 3.8 | % | 9,420 | 4.1 | % | (274 | ) | (0.3 | )% | ||||||||||||||
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Income from Operations | 24,196 | 10.1 | % | 23,476 | 10.2 | % | 720 | (0.1 | )% | |||||||||||||||
I/DD gross revenue
I/DD gross revenue for the three months ended December 31, 2016 increased by $9.1 million, or 3.9%, compared to the three months ended December 31, 2015. The increase in I/DD gross revenue included $4.4 million from organic growth and $4.7 million from acquisitions that closed during and after the three months ended December 31, 2015. The organic growth was the result of a 2.5% increase in average billing rates compared to the three months ended December 31, 2015.
I/DD EBITDA
I/DD EBITDA increased from $32.9 million during the three months ended December 31, 2015 to $33.3 million during the three months ended December 31, 2016. I/DD EBITDA as a percentage of gross revenue decreased from 14.3% during the three months ended December 31, 2015 to 13.9% during the three months ended December 31, 2016. The decrease in our I/DD EBITDA margin was due to an increase in net sales adjustments and cost of revenues, partially offset by a decrease in general and administrative expenses compared to the first quarter of the prior year.
Sales adjustmentsforduring the three months ended December 31, 2016 increased by $0.8 million, or 0.3% as a percentage of gross revenue, compared to the three months ended December 31, 2015.The increase in sales adjustments was primarily due to favorable adjustments from contract settlements in the first quarter of the prior year that did not recur.
I/DD cost of revenue
I/DD costs of revenues for the three months ended December 31, 2016 increased as a percentage of gross revenue by 0.6%, as compared to the three months ended December 31, 2015. This was primarily due to an increase in direct labor costs of
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0.4%as a percentage of gross revenueand in occupancy costs of 0.4% as a percentage of gross revenue. The increase in direct labor costs was due to higher amounts of overtime pay as compared to the three months ended December 31, 2015 and an increase in health insurance expense resulting from higher enrollment and utilization in our employee health insurance plans. The higher amounts of overtime were the result of vacant positions as we continue to experience increased competition for labor in some markets. The increase in occupancy costs as a percentage of gross revenue was primarily due to the impact of programs with higher levels of open occupancy.
I/DD operating expenses
I/DD general and administrative expensesas a percentage of gross revenuedecreased by$0.6 million, or0.5%of gross revenue,during the three months ended December 31, 2016. The decrease in general and administrative expensesduring the three months ended December 31, 2016 iswas primarily duetoour cost containment efforts in administrative staffing, business and office related costs.
I/DDDepreciation and amortization expense as a percentage of gross revenue
Depreciation and amortization expense for the three months ended December 31, 2016decreasedtoby $0.3.8% million as compared to4.1% duringthe three months ended December 31, 2015.
SRS Results of Operations
The following table sets forth the results of operations for the SRS segment for the periods indicated (in thousands):
| Three Months Ended December 31, | Change in | |||||||||||||||||||||||
| 2016 | 2015 | % | ||||||||||||||||||||||
| Amount | % of gross revenue | Amount | % of gross revenue | Increase (Decrease) | of gross revenue | |||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
SRS gross revenue | 75,930 | 100.0 | % | 69,186 | 100.0 | % | 6,744 | |||||||||||||||||
Sales adjustments | (1,630 | ) | (2.1 | )% | (1,149 | ) | (1.7 | )% | (481 | ) | (0.4 | )% | ||||||||||||
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SRS net revenue | 74,300 | 97.9 | % | 68,037 | 98.3 | % | 6,263 | (0.4 | )% | |||||||||||||||
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Direct labor costs | 38,974 | 51.3 | % | 35,121 | 50.8 | % | 3,853 | 0.5 | % | |||||||||||||||
Client program costs | 5,531 | 7.3 | % | 4,952 | 7.2 | % | 579 | 0.1 | % | |||||||||||||||
Client occupancy costs | 8,320 | 11.0 | % | 7,892 | 11.4 | % | 428 | (0.4 | )% | |||||||||||||||
Other direct costs | 2,280 | 3.0 | % | 2,077 | 2.9 | % | 203 | 0.1 | % | |||||||||||||||
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Total cost of revenues | 55,105 | 72.6 | % | 50,042 | 72.3 | % | 5,063 | 0.3 | % | |||||||||||||||
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General and administrative | 6,629 | 8.7 | % | 6,348 | 9.2 | % | 281 | (0.5 | )% | |||||||||||||||
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SRS EBITDA | 12,566 | 16.6 | % | 11,647 | 16.8 | % | 919 | (0.2 | )% | |||||||||||||||
Depreciation and amortization | 5,747 | 7.6 | % | 5,892 | 8.5 | % | (145 | ) | (0.9 | )% | ||||||||||||||
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Income from Operations | 6,819 | 9.0 | % | 5,755 | 8.3 | % | 1,064 | 0.7 | % | |||||||||||||||
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SRS gross revenue
SRS gross revenue for the three months ended December 31, 2016 increased by $6.7 million, or 9.7%, compared to the three months ended December 31, 2015. The increase in SRS gross revenue included $5.0 million from organic growth and $1.8 million from acquisitions that closed during and after the three months ended December 31, 2015. The organic growth was driven by increases in volume of 4.7% and in the average billing rate of 2.5%. The increase in volume was primarily driven by lower levels of open occupancy due to the maturation of programs started in recent years.
SRS EBITDA
SRS EBITDA increased from $11.6 million during the three months ended December 31, 2015 to $12.6 million during the three months ended December 31, 2016. SRS EBITDA as a percentage of gross revenue decreased from 16.8% during the three months ended December 31, 2015 to 16.6% during the three months ended December 31, 2016. The decrease in our SRS EBITDA margin was due to an increase in net sales adjustments and cost of revenues, partially offset by a decrease in general and administrative expenses compared to the first quarter of the prior year.
Sales adjustments for the three months ended December 31, 2016 increased by $0.5 million, or 0.4% of gross revenue, as compared to the three months ended December 31, 2015.The increase in sales adjustments was primarily due to favorable adjustments from contract settlements in the first quarter of the prior year that did not recur.
SRS cost of revenue
SRS segment’s cost of revenues for the three months ended December 31, 2016 increased as a percentage of gross revenue by 0.3% as compared to the three months ended December 31, 2015. The increase was primarily due to an increase in direct labor costs of 0.5%as a percentage of gross revenueoffset by a decrease in client occupancy costs of 0.4%.% as a percentage of gross revenue. The increase in direct labor costs as a percentage of gross revenue was primarily due to an increase in therapy and nursing consultant costs. The decrease in client occupancy costs as a percentage of revenue was primarily driven by lower levels of open occupancy resulting from the maturation of programs started in recent years.
SRS operating expenses
SRS general and administrative expensesas a percentage of gross revenuedecreased by$0.3 million, or0.5%of gross revenue,during the three months ended December 31, 2016. The decrease in general and administrative expensesduring the three months ended December 31, 2016 iswas primarily due to our cost containment efforts in administrative staffing, business and office related costs.
SRS depreciation and amortization expense
Depreciation and amortization expenseas a percentage of gross revenuefor the three months ended December 31, 2016decreasedto 7.6%by $0.1 million as compared to8.5% duringthe three months ended December 31, 2015.
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ARY Results of Operations
The following table sets forth the results of operations for the ARY segment for the periods indicated (in thousands):
| Three Months Ended December 31, | Change in | |||||||||||||||||||||||
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| Amount | % of gross revenue | Amount | % of gross revenue | Increase (Decrease) | of gross revenue | |||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
ARY gross revenue | 35,965 | 100.0 | % | 42,911 | 100.0 | % | (6,946 | ) | ||||||||||||||||
Sales adjustments | (208 | ) | (0.6 | )% | (717 | ) | (1.7 | )% | 509 | 1.1 | % | |||||||||||||
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ARY net revenue | 35,757 | 99.4 | % | 42,194 | 98.3 | % | (6,437 | ) | 1.1 | % | ||||||||||||||
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Cost of revenues | 27,262 | 75.7 | % | 33,213 | 77.5 | % | (5,951 | ) | (1.8 | )% | ||||||||||||||
General and administrative | 3,162 | 8.8 | % | 5,556 | 12.9 | % | (2,394 | ) | (4.1 | )% | ||||||||||||||
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ARY EBITDA | 5,333 | 14.9 | % | 3,425 | 7.9 | % | 1,908 | 6.9 | % | |||||||||||||||
Depreciation and amortization | 1,421 | 4.0 | % | 1,529 | 3.6 | % | (108 | ) | 0.4 | % | ||||||||||||||
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Income from Operations | 3,912 | 10.9 | % | 1,896 | 4.3 | % | 2,016 | 6.6 | % | |||||||||||||||
ARYgrossrevenue
ARY gross revenue for the three months ended December 31, 2016 decreased by $6.9 million, or 16.2%, compared to the three months ended December 31, 2015. The $6.9 million decrease in ARY gross revenue was due to a 21.4% decrease in volume due to the ARY divestitures during the first half of fiscal 2016. These divestitures resulted in a decrease of $7.2 million in gross revenue, which was partially offset by an increase in revenue in the remaining ARY states.
ARY EBITDA
ARY EBITDA increased from $3.4 million during the three months ended December 31, 2015 to $5.3 million during the three months ended December 31, 2016. ARY EBITDA as a percentage of gross revenue increased from 7.9% during the three months ended December 31, 2015 to 14.9% during the three months ended December 31, 2016. The increase in our ARY EBITDA margin was due to a decrease in net sales adjustments, cost of revenues and general and administrative expenses compared to the first quarter of the prior year.
Sales adjustments for the three months ended December 31, 2016 decreased by $0.5 million, or 1.1% as a percentage of gross revenue, compared to the three months ended December 31, 2015.The decrease was primarily due to the ARY divestitures in the first half of the prior year that did not recur.
ARY cost ofrevenue
ARY cost of revenuerevenues for the three months ended December 31, 2016 decreased as a percentage of gross revenue by 1.8%, as compared to the three months ended December 31, 2015. This was primarily due to the positive impact of divesting lower margins ARY operations during the first half of fiscal 2016.
ARYoperating expenses
Generalgeneral and administrative expensesas a percentage of gross revenuedecreased by$2.4 million, or4.1%of gross revenue,during the three months ended December 31, 2016. The decrease in general and administrative expensesiswas primarily due to decreases in administrative occupancy costs resulting from the ARY divestitures and the $2.1 million of exit costs incurred in the three months ended December 31, 2015 in connection with these divestitures.
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ARY depreciation and amortization expense
Depreciation and amortization expenseduringfor the three months ended December 31, 2016 decreased by $0.1 million as compared to the three months ended December 31, 2015.
Corporate and Other Results of Operations
The following table sets forth the results of operations for Corporate and Other for the periods indicated (in thousands):
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Revenue: | ||||||||||||
Corporate and Other gross revenue | $ | 11,348 | $ | 5,571 | $ | 5,777 | ||||||
Sales adjustments | (259 | ) | 2 | (261 | ) | |||||||
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Corporate and Other net revenue | 11,089 | 5,573 | 5,516 | |||||||||
Cost of revenues | 9,337 | 3,978 | 5,359 | |||||||||
General and administrative | 19,367 | 24,370 | (5,003 | ) | ||||||||
Depreciation and amortization | 1,841 | 1,146 | 695 | |||||||||
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Income from Operations | (19,456 | ) | (23,921 | ) | 4,465 | |||||||
Corporate and Other revenue
Corporate and Other revenue consists of revenue from our ADH business. ADH gross revenue for the three months ended December 31, 2016 increased by $5.8 million, or 103.7%, compared to the three months ended December 31, 2015. The increase in gross revenue included $0.6 million from organic ADH growth and $5.2 million from ADH acquisitions that closed after the three months ended December 31, 2015. The organic growth was the result of a 6.6% increase in volume and a 3.8% increase in the average billing rate compared to the three months ended December 31, 2015. The increase in organic volume was driven by new starts.
Corporate and Other cost of revenue
Corporate and Other cost of revenue for the three months ended December 31, 2016 increased as a percentage of gross revenue by 10.9%, as compared to the three months ended December 31, 2015. The increase was due to the impact of an acquisition with lower operating margins and costs associated with our new starts.
Corporate and Other operating expense
General and administrative expenses for the three months ended December 31, 2016 decreased by $5.0 million as compared to three months ended December 31, 2015. This was primarily due to a decrease of $9.6 million in stock based compensation resulting from a $10.5 million charge recorded in the first quarter of fiscal 2016 related to the vesting of awards under our former equity plan. The decrease in general and administrative costs was partially offset by the impact of a $3.2 million favorable adjustment recorded during the first quarter of the prior year related to acquisition related contingent consideration liabilities. Depreciation and amortization expense for the three months ended December 31, 2016 decreased by $0.7 million as compared to the three months ended December 31, 2015.
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