Equity Investment

Mission Providence

The Company entered into a joint venture agreement in

November

2014

to form Mission Providence Pty Ltd (“Mission Providence”). Mission Providence delivers employment preparation and placement services in Australia. The Company has a

60%

ownership interest in Mission Providence, and has rights to

75%

of Mission Providence’s distributions of cash or profit surplus twice per calendar year.

The Company determined it has a variable interest in Mission Providence. However, it does not have unilateral power to direct the activities that most significantly impact Mission Providence’s economic performance, which include budget approval, business planning, the appointment of key officers and liquidation and distribution of share capital. As a result, the Company is not the primary beneficiary of Mission Providence. The Company accounts for this investment under the equity method of accounting and the Company’s share of Mission Providence’s losses are recorded as “Equity in net loss of investees” in the accompanying condensed consolidated statements of income. Cash contributions made to Mission Providence in exchange for its equity interests are included in the condensed consolidated statements of cash flows as “Equity investments.”

The following table summarizes the carrying amounts of the assets and liabilities included in the Company’s consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Mission Providence as of

March

31,

2017

and

December

31,

2016:

	Equity Investments		Other Assets		Accrued Expenses		Maximum Exposure to Loss
March 31, 2017	$	2,868	$	573	$	-	$	3,441
December 31, 2016	$	4,021	$	-	$	-	$	4,021

Other assets represent a loan to Mission Providence, which was made during the

three

months ended

March

31,

2017.

Summary financial information for Mission Providence on a standalone basis is as follows:

	March 31, 2017		December 31, 2016
Current assets	$	756	$	4,640
Long-term assets		10,867		10,473
Current liabilities		12,186		12,844
Long-term liabilities		-		1,655

	Three months ended March 31, 2017			Three months ended March 31, 2016
Revenue	$	9,388		$	7,418
Operating loss		(1,150	)		(4,428	)
Net loss		(1,203	)		(2,974	)

During the

three

months ended

March

31,

2017,

Mission Providence recorded restructuring and redundancy costs of

$1,063.

Matrix

Prior to the closing of the Matrix Transaction on

October

19,

2016,

the financial results of Matrix were included in the Company’s HA Services segment. Subsequent to the closing of the Matrix Transaction, the Company owns a noncontrolling interest in Matrix. Pursuant to a Shareholder’s Agreement, affiliates of Frazier Healthcare Partners hold rights necessary to control the fundamental operations of Matrix. The Company accounts for this investment in Matrix under the equity method of accounting and the Company’s share of Matrix’s losses are recorded as “Equity in net loss of investees” in the accompanying condensed consolidated statements of income.

The carrying amount of the assets included in the Company’s condensed consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Matrix as of

March

31,

2017

and

December

31,

2016

totaled

$156,355

and

$157,202,

respectively.

Summary financial information for Matrix on a standalone basis is as follows:

	March 31, 2017		December 31, 2016
Current assets	$	35,899	$	28,589
Long-term assets		609,429		614,841
Current liabilities		31,198		25,791
Long-term liabilities		227,953		281,348

	Three months ended March 31, 2017
Revenue	$	55,855
Operating income		1,008
Net loss		(1,857	)

Included in Matrix’s net loss are transaction bonuses and other transaction related costs of

$2,994,

equity compensation of

$643,

depreciation and amortization of

$8,033

and interest expense of

$3,607.