Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | PROVIDENCE SERVICE CORP | ||
Entity Central Index Key | 1,220,754 | ||
Trading Symbol | prsc | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 12,866,551 | ||
Entity Public Float | $ 576.8 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 95,310 | $ 72,262 |
Accounts receivable, net of allowance of $5,762 in 2017 and $5,901 in 2016 | 158,926 | 162,115 |
Other receivables | 5,759 | 12,639 |
Prepaid expenses and other | 35,243 | 37,895 |
Restricted cash | 1,091 | 3,192 |
Total current assets | 296,329 | 288,103 |
Property and equipment, net | 50,377 | 46,220 |
Goodwill | 121,668 | 119,624 |
Intangible assets, net | 43,939 | 49,124 |
Equity investments | 169,912 | 161,363 |
Other assets | 12,028 | 8,397 |
Restricted cash, less current portion | 5,205 | 10,938 |
Deferred tax asset | 4,632 | 1,510 |
Total assets | 704,090 | 685,279 |
Current liabilities: | ||
Current portion of long-term obligations | 2,400 | 1,721 |
Accounts payable | 15,404 | 22,177 |
Accrued expenses | 103,838 | 102,381 |
Accrued transportation costs | 83,588 | 72,356 |
Deferred revenue | 17,381 | 20,522 |
Reinsurance and related liability reserves | 4,319 | 8,639 |
Total current liabilities | 226,930 | 227,796 |
Long-term obligations, less current portion | 584 | 1,890 |
Other long-term liabilities | 21,386 | 22,380 |
Deferred tax liabilities | 41,627 | 57,973 |
Total liabilities | 290,527 | 310,039 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,473,598 and 17,315,661 issued and outstanding (including treasury shares) | 17 | 17 |
Additional paid-in capital | 313,955 | 302,010 |
Retained earnings | 204,818 | 156,718 |
Accumulated other comprehensive loss, net of tax | (25,805) | (33,449) |
Treasury shares, at cost, 4,126,132 and 3,478,676 shares | (154,803) | (125,201) |
Total Providence stockholders' equity | 338,182 | 300,095 |
Noncontrolling interest | (2,165) | (2,420) |
Total stockholders' equity | 336,017 | 297,675 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 704,090 | 685,279 |
Convertible Preferred Stock | ||
Redeemable convertible preferred stock | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 803,200 and 803,398 issued and outstanding; 5.5%/8.5% dividend rate | $ 77,546 | $ 77,565 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable allowance | $ 5,762 | $ 5,901 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 17,473,598 | 17,315,661 |
Common stock, shares outstanding (in shares) | 17,473,598 | 17,315,661 |
Treasury shares, shares (in shares) | 4,126,132 | 3,478,676 |
Convertible Preferred Stock | ||
Convertible Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Convertible Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred Stock, Shares Issued (in shares) | 803,200 | 803,398 |
Convertible Preferred Stock, Shares Outstanding (in shares) | 803,200 | 803,398 |
Convertible Preferred Stock | Cash Dividends | ||
Convertible Preferred Stock, Dividend Rate | 5.50% | 8.50% |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Service revenue, net | $ 1,623,882 | $ 1,578,245 | $ 1,478,010 |
Operating expenses: | |||
Service expense | 1,489,044 | 1,452,110 | 1,381,154 |
General and administrative expense | 72,336 | 69,911 | 70,986 |
Asset impairment charge | 0 | 21,003 | 0 |
Depreciation and amortization | 26,469 | 26,604 | 23,998 |
Total operating expenses | 1,587,849 | 1,569,628 | 1,476,138 |
Operating income | 36,033 | 8,617 | 1,872 |
Other expenses: | |||
Interest expense, net | 1,278 | 1,583 | 1,853 |
Other income | (5,363) | 0 | 0 |
Equity in net (gain) loss of investees | (12,054) | 10,287 | 10,970 |
Gain on sale of equity investment | (12,377) | 0 | 0 |
Loss (gain) on foreign currency transactions | 345 | (1,375) | (857) |
Income (loss) from continuing operations before income taxes | 64,204 | (1,878) | (10,094) |
Provision for income taxes | 4,401 | 17,036 | 14,583 |
Income (loss) from continuing operations, net of tax | 59,803 | (18,914) | (24,677) |
Discontinued operations, net of tax | (5,983) | 108,760 | 107,871 |
Net income | 53,820 | 89,846 | 83,194 |
Net (gain) loss attributable to noncontrolling interests | (451) | 2,082 | 502 |
Net income attributable to Providence | 53,369 | 91,928 | 83,696 |
Net income available to common stockholders (Note 14) | $ 41,865 | $ 74,374 | $ 67,999 |
Basic earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | $ 3.52 | $ (1.45) | $ (1.83) |
Discontinued operations (in dollars per share) | (0.44) | 6.52 | 6.09 |
Basic earnings per common share (in dollars per share) | 3.08 | 5.07 | 4.26 |
Diluted earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | 3.50 | (1.45) | (1.83) |
Discontinued operations (in dollars per share) | (0.44) | 6.52 | 6.09 |
Diluted earnings per common share (in dollars per share) | $ 3.06 | $ 5.07 | $ 4.26 |
Weighted-average number of common shares outstanding: | |||
Basic (in shares) | 13,602,140 | 14,666,896 | 15,960,905 |
Diluted (in shares) | 13,673,314 | 14,666,896 | 15,960,905 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 53,820 | $ 89,846 | $ 83,194 |
Net loss (income) attributable to noncontrolling interest | (451) | 2,082 | 502 |
Net income attributable to Providence | 53,369 | 91,928 | 83,696 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | 7,117 | (16,618) | (8,075) |
Reclassification of translation loss realized upon sale of equity investment | 527 | 0 | 0 |
Other comprehensive income (loss) | 7,644 | (16,618) | (8,075) |
Comprehensive income | 61,464 | 73,228 | 75,119 |
Comprehensive loss (income) attributable to noncontrolling interest | (255) | 1,968 | 508 |
Comprehensive income attributable to Providence | $ 61,209 | $ 75,196 | $ 75,627 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss, Net of Tax | Treasury Stock | Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2014 | 16,870,285 | 1,014,108 | |||||
Beginning Balance at Dec. 31, 2014 | $ 221,414 | $ 17 | $ 261,155 | $ (13,366) | $ (8,756) | $ (17,686) | $ 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 26,622 | 26,622 | |||||
Exercise of employee stock options, including net tax benefit (in shares) | 247,333 | 5,718 | |||||
Exercise of employee stock options, including net tax benefit | 7,600 | 7,899 | $ (299) | ||||
Restricted stock issued (in shares) | 65,447 | 15,961 | |||||
Restricted stock issued | (759) | $ (759) | |||||
Stock repurchase (in shares) | 816,468 | ||||||
Stock repurchase | (34,111) | $ (34,111) | |||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 43,743 | ||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow | (1,968) | $ (1,968) | |||||
Conversion of convertible preferred stock to common stock (in shares) | 3,715 | ||||||
Conversion of convertible preferred stock to common stock | 150 | 150 | |||||
Beneficial conversion feature related to preferred stock | 1,071 | 1,071 | |||||
Convertible preferred stock dividends | (3,935) | (2,814) | (1,121) | ||||
Accretion of convertible preferred stock discount | (1,071) | (1,071) | |||||
Foreign currency translation adjustments, net of tax | (8,075) | (8,075) | |||||
Reclassification of translation loss realized upon sale of equity investments | 0 | ||||||
Noncontrolling interests | (502) | (502) | |||||
Net income attributable to Providence | 83,696 | 83,696 | |||||
Ending Balance (in shares) at Dec. 31, 2015 | 17,186,780 | 1,895,998 | |||||
Ending Balance at Dec. 31, 2015 | 290,132 | $ 17 | 293,012 | 69,209 | (16,831) | $ (54,823) | (452) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 5,154 | 5,154 | |||||
Exercise of employee stock options, including net tax benefit (in shares) | 105,788 | ||||||
Exercise of employee stock options, including net tax benefit | 3,832 | 3,832 | |||||
Restricted stock issued (in shares) | 22,793 | 2,736 | |||||
Restricted stock issued | (130) | $ (130) | |||||
Stock repurchase (in shares) | 1,579,942 | ||||||
Stock repurchase | (70,248) | $ (70,248) | |||||
Conversion of convertible preferred stock to common stock (in shares) | 300 | ||||||
Conversion of convertible preferred stock to common stock | 12 | 12 | |||||
Convertible preferred stock dividends | (4,419) | (4,419) | |||||
Foreign currency translation adjustments, net of tax | (16,504) | (16,618) | 114 | ||||
Reclassification of translation loss realized upon sale of equity investments | 0 | ||||||
Noncontrolling interests | (2,082) | (2,082) | |||||
Net income attributable to Providence | 91,928 | 91,928 | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 17,315,661 | 3,478,676 | |||||
Ending Balance at Dec. 31, 2016 | 297,675 | $ 17 | 302,010 | 156,718 | (33,449) | $ (125,201) | (2,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 7,619 | 7,619 | |||||
Exercise of employee stock options, including net tax benefit (in shares) | 91,400 | 5,665 | |||||
Exercise of employee stock options, including net tax benefit | 2,185 | 2,423 | $ (238) | ||||
Restricted stock issued (in shares) | 36,623 | 19,556 | |||||
Restricted stock issued | (878) | $ (878) | |||||
Performance restricted stock issued (in shares) | 3,773 | ||||||
Performance restricted stock issued | (96) | (96) | |||||
Shares issued for bonus settlement and director stipends (in shares) | 25,646 | ||||||
Shares issued for bonus settlement and director stipends | 1,107 | 1,107 | |||||
Stock repurchase (in shares) | 622,235 | ||||||
Stock repurchase | (28,486) | $ (28,486) | |||||
Conversion of convertible preferred stock to common stock (in shares) | 495 | ||||||
Conversion of convertible preferred stock to common stock | 19 | 20 | (1) | ||||
Convertible preferred stock dividends | (4,418) | (4,418) | |||||
Foreign currency translation adjustments, net of tax | 6,921 | 7,117 | (196) | ||||
Reclassification of translation loss realized upon sale of equity investments | 527 | 527 | |||||
Noncontrolling interests | 451 | 451 | |||||
Other | 22 | 22 | |||||
Net income attributable to Providence | 53,369 | 53,369 | |||||
Cumulative effect adjustment from change in accounting principle | Accounting Standards Update 2016-09 | 850 | (850) | |||||
Ending Balance (in shares) at Dec. 31, 2017 | 17,473,598 | 4,126,132 | |||||
Ending Balance at Dec. 31, 2017 | $ 336,017 | $ 17 | $ 313,955 | $ 204,818 | $ (25,805) | $ (154,803) | $ (2,165) |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Exercise of employee stock option, tax benefit | $ 276 | $ 2,706 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 53,820 | $ 89,846 | $ 83,194 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 18,542 | 21,699 | 20,234 |
Amortization | 7,927 | 26,026 | 38,067 |
Provision for doubtful accounts | 1,372 | 3,759 | 2,539 |
Stock-based compensation | 7,543 | 5,136 | 26,622 |
Deferred income taxes | (22,996) | (14,130) | (10) |
Amortization of deferred financing costs and debt discount | 682 | 1,754 | 2,041 |
Write-off of deferred financing charges | 0 | 2,302 | 0 |
Gains on remeasurement of contingent consideration | 0 | 0 | (2,469) |
Asset impairment charge | 0 | 21,003 | 1,593 |
Equity in net (gain) loss of investees | (12,054) | 10,287 | 10,970 |
Gain on sale of equity investment | (12,377) | 0 | 0 |
Gain on sale of business | 0 | (167,895) | (123,129) |
Deferred income taxes and income taxes payable on gain on sale of business | 0 | 58,492 | 22,797 |
Other non-cash charges (credits) | 296 | (1,323) | (419) |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | 5,715 | (19,332) | (86,627) |
Prepaid expenses and other | 15,457 | (4,058) | 14,654 |
Reinsurance liability reserve | (5,731) | (4,110) | (611) |
Accounts payable and accrued expenses | (9,064) | 33,365 | (21,900) |
Income taxes payable on gain from sale of business | 0 | (30,153) | 0 |
Accrued transportation costs | 11,232 | 8,654 | 9,045 |
Deferred revenue | (4,691) | (4,019) | 19,043 |
Other long-term liabilities | (629) | 4,462 | 463 |
Net cash provided by operating activities | 55,044 | 41,765 | 16,097 |
Investing activities | |||
Purchase of property and equipment | (19,923) | (41,216) | (35,072) |
Proceeds from sale of property | 0 | 1,039 | 0 |
Proceeds from sale of equity investment | 15,593 | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 | (3,433) |
Sale of business, net of cash sold | 0 | 371,580 | 199,943 |
Purchase of equity investment | 0 | (13,663) | (16,072) |
Purchase of cost method investments | (3,000) | 0 | 0 |
Restricted cash for reinsured claims losses | 7,834 | 5,926 | (2,058) |
Other investing activities | 310 | 239 | (18) |
Net cash provided by investing activities | 814 | 323,905 | 143,290 |
Financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 0 | 0 | 80,667 |
Preferred stock dividends | (4,418) | (4,419) | (3,928) |
Repurchase of common stock, for treasury | (29,364) | (70,378) | (36,838) |
Proceeds from common stock issued pursuant to stock option exercise | 1,921 | 4,108 | 4,894 |
Proceeds from long-term debt | 0 | 52,500 | 34,000 |
Repayment of long-term debt | 0 | (357,450) | (305,125) |
Payment of contingent consideration | 0 | 0 | (7,496) |
Other financing activities | (1,927) | (1,182) | (286) |
Net cash used in financing activities | (33,788) | (376,821) | (234,112) |
Effect of exchange rate changes on cash | 978 | (1,357) | (911) |
Net change in cash | 23,048 | (12,508) | (75,636) |
Cash at beginning of period | 72,262 | 84,770 | 160,406 |
Cash at end of period | $ 95,310 | $ 72,262 | $ 84,770 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows Supplemental Cash Flow Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental cash flow information | |||
Cash included in current assets of discontinued operations held for sale | $ 0 | $ 0 | $ 5,014 |
Cash paid for interest | 987 | 9,768 | 16,699 |
Cash paid for income taxes | 18,128 | 55,827 | 21,555 |
Proceeds receivable from option exercise | 562 | 0 | 0 |
Purchases of equipment in accounts payable and accrued liabilities | 1,362 | 983 | 930 |
Accrued unfunded future equity investment capital contributions | 0 | 0 | 4,654 |
Note receivable issued for sale of property | 0 | 3,130 | 0 |
Purchase of equipment through capital lease obligation | 1,474 | 4,547 | 0 |
Acquisitions: | |||
Purchase price | 0 | 0 | 0 |
Less: | |||
Working capital adjustments to purchase price | 0 | 0 | (3,433) |
Acquisitions, net of cash acquired | $ 0 | $ 0 | $ 3,433 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of Business The Providence Service Corporation (“we”, the “Company” or “Providence”) owns subsidiaries and investments primarily engaged in the provision of healthcare services in the United States and workforce development services internationally. The subsidiaries and other investments in which the Company holds interests comprise the following segments: • Non-Emergency Transportation Services (“NET Services”) – Nationwide manager of non-emergency medical transportation (“NET”) programs for state governments and managed care organizations. • Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs. • Matrix Investment – Minority interest in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix”), a nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments (“CHAs”), to members of managed care organizations, accounted for as an equity method investment. On February 16, 2018, Matrix acquired HealthFair, expanding its service offerings to include mobile health assessments, advanced diagnostic testing, and additional care optimization services. In addition to its segments’ operations, the Corporate and Other segment includes the Company’s activities at its corporate office that include executive, accounting, finance, internal audit, tax, legal, public reporting, certain strategic and corporate development functions and the results of the Company’s captive insurance company. Discontinued Operations During the periods presented, the Company completed the following transactions, which resulted in the presentation of the operations as Discontinued Operations. On November 1, 2015, the Company completed the sale of its Human Services segment. In addition to the results through the sale date, the Company has recorded additional expenses related to legal proceedings as described in Note 18, Commitment and Contingencies , related to an indemnified legal matter. On October 19, 2016, affiliates of Frazier Healthcare Partners purchased a 53.2% equity interest in Matrix with Providence retaining a 46.8% equity interest (the “Matrix Transaction”). Prior to the closing of the Matrix Transaction, the financial results of Matrix were included in the Company’s Health Assessment Services (“HA Services”) segment. Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company holds investments that are accounted for using the equity method. The Company does not control the decision-making process or business management practices of these affiliates. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on management of these affiliates to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from the significant affiliates’ independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s consolidated financial statements. Reclassifications The Company has reclassified certain amounts relating to its prior period results to conform to its current period presentation. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , for additional information on other reclassifications. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements Principles of Consolidation The accompanying consolidated financial statements include The Providence Service Corporation, its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts. Accounting Estimates The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; accrued restructuring; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; loss reserves for reinsurance and self-funded insurance programs; and stock-based compensation. Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less. Investments in cash equivalents are carried at cost, which approximates fair value. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of the federally insured limits. At December 31, 2017 and 2016 , $40,127 and $21,411 , respectively, of cash was held in foreign countries. Such cash is generally used to fund foreign operations, although it may be used also to repay intercompany indebtedness or similar arrangements. As of December 31, 2017, cash held in foreign countries included approximately $15,593 of proceeds from the sale of the Company's joint venture Mission Providence Pty Ltd ("Mission Providence"). Restricted Cash At December 31, 2017 and 2016 , the Company had $6,296 and $14,130 , respectively, of restricted cash: December 31, 2017 2016 Collateral for letters of credit - Reinsured claims losses $ — $ 2,265 Escrow/Trust - Reinsured claims losses 6,296 11,865 Restricted cash for reinsured claims losses 6,296 14,130 Less current portion 1,091 3,192 Restricted cash, less current portion $ 5,205 $ 10,938 Of the restricted cash amount at December 31, 2017 and 2016 : • $0 and $2,265 , respectively, served as collateral for irrevocable standby letters of credit to secure any reinsured claims losses under the Company’s reinsurance program; • the remaining $6,296 and $11,865 , respectively, is primarily related to restricted cash held in trusts for reinsurance claims losses under the Company’s historical workers’ compensation, general and professional liability and auto liability reinsurance programs, as well as amounts restricted for withdrawal under our self-insured medical and benefits plans. Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected. The Company regularly evaluates its accounts receivable, especially receivables that are past due, and reassesses its allowance for doubtful accounts based on identified customer collection issues. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect. The Company also provides a general allowance, based upon historical experience. Under certain contracts of NET Services, final payment is based on a reconciliation of actual utilization and cost, and the final reconciliation may require a considerable period of time. As of December 31, 2017 and 2016 , accounts receivable under these reconciliation contracts totaled $42,054 and $45,287 , respectively. In addition, certain government entities which WD Services serves remit payment substantially beyond the payment terms. The Company monitors these amounts due to the aging of receivables, but generally believes the balances are collectible. However, factors within those government entities could change and there can be no assurance that such changes would not result in an inability to collect the receivables. The Company’s provision for doubtful accounts expense from continuing operations for the years ended December 31, 2017 , 2016 and 2015 was $1,372 , $2,892 and $1,369 , respectively. Property and Equipment Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense. Recoverability of Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , the Company reviews goodwill for impairment annually, or more frequently, if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform the annual goodwill impairment test for all reporting units as of October 1. First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value. We adopted ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) effective April 1, 2017 . ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. Instead, if we deem it necessary to perform the quantitative goodwill impairment test in an annual or interim period, we recognize an impairment charge equal to the excess, if any, of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company estimates the fair value of the Company’s reporting units using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit. As discussed in Note 6, Goodwill and Intangibles , the Company determined that goodwill was impaired for the WD Services segment during the year ended December 31, 2016, and the Company recorded an asset impairment charge related to its goodwill of $5,224 . The Company did no t record any impairment charges for the year ended December 31, 2017. The Company recorded $1,593 of impairment charges related to its Human Services segment during the year ended December 31, 2015 , which is included in "Discontinued operations, net of tax" in the consolidated statements of income. Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 5 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment , the Company reviews the carrying value of long-lived assets or groups of assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset or group of assets is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or group of assets or significant declines in the observable market value of an asset or group of assets. The presence or occurrence of those events indicates that an asset or group of assets may be impaired. In those cases, the Company assesses the recoverability of an asset or group of assets by determining whether the carrying value of the asset or group of assets exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or the primary asset in the group of assets. If such testing indicates the carrying value of the asset or group of assets is not recoverable, the Company estimates the fair value of the asset or group of assets using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets or groups of assets is less than carrying value, the Company records an impairment loss equal to the excess of the carrying value over the estimated fair value. As discussed in Note 6, Goodwill and Intangibles , the Company determined that the WD Services segment’s intangible assets and property and equipment were impaired during the year ended December 31, 2016, and the Company recorded asset impairment charges of $9,983 and $4,381 to property and equipment and customer relationship intangible assets, respectively. The Company did not record any impairment charges for the years ended December 31, 2017 and 2015 . Accrued Transportation Costs Eligible members of our customers schedule transportation through the Company’s central reservation system. NET Services generally contracts with third-party providers to provide the transportation. The cost of transportation is recorded in the month the services are rendered, based upon contractual rates and mileage estimates. Transportation providers provide invoices once the trip is completed. Any trips that have not been invoiced require an accrual, based upon the expected cost as well as an estimate for cancellations, as the Company is generally only obligated to pay the transportation provider for completed trips. These estimates are based upon the historical trend associated with each contract’s population and the transportation provider network servicing the program. There may be differences between actual invoiced amounts and estimated costs, and any resulting adjustments are included in expense. Accrued transportation costs were $83,588 and $72,356 at December 31, 2017 and 2016 , respectively. Deferred Financing Costs and Debt Discounts The Company capitalizes direct expenses incurred in connection with its credit facilities and other borrowings, and amortizes such expenses over the life of the respective credit facility or other borrowings. Fees charged by lenders on the revolving facility and all fees charged by third parties are recorded as deferred financing costs and fees charged by lenders on term loans are recorded as a debt discount. Deferred financing costs, net of amortization, totaling $388 and $1,070 as of December 31, 2017 and 2016 , respectively, are included in “Prepaid expenses and other” and “Other assets”, respectively, on the consolidated balance sheet as there were no borrowings outstanding under the Company’s credit facility. Revenue Recognition The Company recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. NET Services Capitated contracts. The majority of NET Services revenue is generated under capitated contracts with customers where the Company assumes the responsibility of meeting the covered transportation requirements of a specific geographic population based on per-member per-month fees for the number of members in the customer’s program. Revenue is recognized based on the population served during the period. In some capitated contracts, partial payment is received as a prepayment during the month service is provided. These partial payments may be due back to the customer, or additional payments may be due to the Company, after each reconciliation period, based on a reconciliation of actual utilization and cost compared to the prepayment made. Fee for service contracts. Revenues earned under fee for service (“FFS”) contracts are based upon contractually established billing rates. Revenues are recognized when the service is provided based upon contractual amounts. Flat fee contracts. Revenues earned under flat fee contracts are recognized ratably over the covered service period based upon contractually established fees which do not fluctuate with any changes in the membership population who are eligible to receive the transportation services. For most contracts, the Company arranges for transportation of members through its network of independent transportation providers, whereby it remits payment to the transportation providers. However, for certain contracts, the Company only provides administrative management services to support the customers’ efforts to serve its clients, and the amount of revenue recognized is based upon the management fee earned. WD Services WD Services revenues are primarily generated from providing workforce development and offender rehabilitation services, both of which include employment preparation and placement, apprenticeship and training, youth community service programs and certain health related services to clients on behalf of governmental and private entities. While the specific terms vary by contract and country, the Company often receives four types of revenue streams under contracts with government entities: referral/attachment fees, job placement/job outcome fees, sustainment fees and incentive fees. Referral/attachment fees are typically upfront payments that are payable when a client is referred by the contracting government entity or that client enters the program. Job placement fees are typically payable when a client is employed. Job outcome fees are typically payable when a client attains and holds employment for a specified minimum period of time. Sustainment fees are typically payable when clients maintain a job outcome past specified employment tenure milestones. Incentive fees are generally based upon a calculation that includes a variety of factors and inputs, such as average sustainment rates and client referral rates. Incentive fees vary greatly by contract. Referral/attachment fee revenue is recognized ratably over the period of service, based upon an estimated period of time general services will be provided (i.e. the person is placed in a job or reaches the maximum time period for the program). The estimated period of time services will be rendered is based upon historical data. Job placement, job outcome and sustainment fee revenue is recognized when certain milestones are achieved, and amounts become billable. Incentive fee revenue is generally recognized when fixed and determinable, frequently at the end of the cumulative calculation period, unless contractual terms allow for earned payments on a fixed or ratable basis. Revenue is also earned under fixed FFS arrangements, based upon contractual rates established at the outset of the contract or the applicable contract year, although the rate may be prospectively adjusted during the contract year based upon actual volumes. If the rate is adjusted but the Company is unable to adjust its costs accordingly, or if the volume or types of referrals are lower than estimated, our profitability may be negatively impacted. Volume levels are typically not guaranteed under contracts. Deferred Revenue At times we may receive funding for certain services in advance of services being rendered. These amounts are reflected in the consolidated balance sheets as “Deferred revenue” until the services are rendered. Stock-Based Compensation The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share based payments at fair value. • The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of non-vested restricted stock grants is determined based on the closing market price of the Company’s Common Stock on the date of grant. Stock-based compensation expense charged against income for stock options and stock grants is based on the grant-date fair value. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period. • The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date. • Performance-based RSUs vest upon achievement of certain company specific performance conditions. On the date of grant, the Company determines the fair value of the performance-based award using the fair value of the Company’s Common Stock at that time and it assesses whether it is probable that the performance targets will be achieved. If assessed as probable, the Company records compensation expense for these awards over the requisite service period. At each reporting period, the Company reassesses the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. • The Company calculates the fair value of market-based stock awards, including the Company’s 2015 Holding Company LTI Program (the “HoldCo LTIP”) awards, using the Monte-Carlo simulation valuation model. Forfeitures are recorded as they occur. Compensation expense for market-based awards is recognized over the requisite service period regardless of whether the market conditions are expected to be achieved. Income Taxes Deferred income taxes are determined by the liability method in accordance with ASC Topic 740 - Income Taxes . Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company has recorded a valuation allowance which includes amounts for net operating losses and tax credit carryforwards, as more fully described in Note 17, Income Taxes, for which the Company has concluded that it is more likely than not that these net operating loss and tax credit carryforwards will not be realized in the ordinary course of operations. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements. On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”) was enacted as more fully described in Note 17, Income Taxes. Foreign Currency Translation Local currencies generally are considered the functional currencies outside the U.S. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at the average exchange rate for each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive loss, net of tax, in stockholders’ equity within the consolidated balance sheets. Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under reinsurance programs primarily through the Company’s wholly-owned subsidiary, Social Services Providers Captive Insurance Company (“SPCIC”), a licensed captive insurance company domiciled in the State of Arizona. As of May 16, 2017, SPCIC did not renew the expiring reinsurance policies. SPCIC will continue to resolve claims under the historical policy years. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to historical automobile, general and professional and workers’ compensation liability reinsurance policies, including the estimated losses in excess of SPCIC’s insurance limits, which would be reimbursed to SPCIC to the extent such losses were incurred. As of December 31, 2017 and 2016 , the Company had reserves of $6,699 and $11,240 , respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies, net of expected receivables for losses in excess of SPCIC’s historical insurance limits. The gross reserve as of December 31, 2017 and 2016 of $12,448 and $16,505 , respectively, is classified as “Reinsurance liability reserves” and “Other long-term liabilities” in the consolidated balance sheets. The estimated amount to be reimbursed to SPCIC as of December 31, 2017 and 2016 was $5,749 and $5,265 , respectively, and is classified as “Other receivables” and “Other assets” in the consolidated balance sheets. The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $275 per person, subject to an aggregating stop-loss limit of $400 . In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2017 and 2016 , the Company had $2,229 and $3,022 , respectively, in reserve for its self-funded health insurance programs. The reserves are classified as “Reinsurance and related liability reserves” in the consolidated balance sheets. The Company utilizes analysis prepared by third-party administrators and independent actuaries based on historical claims information with respect to the general and professional liability coverage, workers’ compensation coverage, automobile liability, automobile physical damage, and health insurance coverage to determine the amount of required reserves. The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. Restructuring, Redundancy and Related Reorganization Costs The Company has engaged in employee headcount optimization actions within the WD Services segment which require management to estimate the timing and amount of severance and other employee separation costs for workforce reduction. The Company accrues for severance and other employee separation costs under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. The amounts used in determining severance accruals are based on an estimate of the salaries and related benefit costs payable under existing plans, and are included in accrued expenses to the extent they have not been paid. Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income or losses from a subsidiary in which the Company holds a majority, but less than 100% , ownership interest and the results of which are consolidated and included in the Company’s consolidated financial statements. The Company has a 90% ownership in The Reducing Reoffending Partnership Limited, which commenced operations in 2015. Discontinued Operations In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. See Note 20, Discontinued Operations, for a summary of discontinued operations. Earnings Per Share The Company computes basic earnings per share by taking net income attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 14, Earnings Per Share . Fair Value of Financial Instruments The Company discloses the fair value of its financial instruments based on the fair value hierarchy using the following three categories: Level 1 – Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company may be required to pay additional consideration in relation to certain acquisitions based on the achievement of certain earnings targets. Acquisition-related contingent consideration is initially measured and recorded at fair value as an element of consideration paid in connection with an acquisition with subsequent adjustments recognized in “General and administrative expense” in the consolidated statements of income. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value using a discounted probability-weighted approach. This approach takes into consideration Level 3 unobservable inputs including probability assessments of expected future cash flows over the period in which the obligation is expected to be settled and applies a discount factor that captures the uncertainties associated with the obligation. Changes in these unobservable inputs could significantly impact the fair value of the obligation recorded in the accompanying consolidated balance sheets and operating expenses in the consolidated statements of income. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate the |
Equity Investment
Equity Investment | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investments | Equity Investment 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 owned a 46.8% noncontrolling interest in Matrix. As of December 31, 2017 , the Company owned a 46.6% 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 income or losses are recorded as “Equity in net (gain) loss of investees” in the accompanying consolidated statements of income. The carrying amount of the assets included in the Company’s consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Matrix as of December 31, 2017 and 2016 totaled $169,699 and $157,202 , respectively. Summary financial information for Matrix on a standalone basis is as follows: December 31, 2017 2016 Current assets $ 37,563 $ 28,589 Long-term assets 597,613 614,841 Current liabilities 27,718 25,791 Long-term liabilities 240,513 281,348 Twelve months ended December 31, 2017 October 19, 2016 through December 31, 2016 Revenue $ 227,872 $ 41,635 Operating income (loss) 11,870 (4,079 ) Net income (loss) 26,665 (4,200 ) Included in Matrix’s standalone net income of $26,665 for the year ended December 31, 2017 is depreciation and amortization of $33,512 , transaction related expenses of $3,537 , which includes $2,679 of transaction incentive compensation, equity compensation of $2,639 , management fees paid to Matrix’s shareholders of $2,331 , merger and acquisition due diligence related costs of $685 , interest expense of $14,818 and an income tax benefit of $29,613 . The income tax benefit primarily related to the re-measurement of deferred tax liabilities arising from a lower U.S. corporate tax rate as a result of the Tax Reform Act. Included in Matrix’s standalone net loss of $4,200 for the year ended December 31, 2016 is depreciation and amortization of $6,356 , transaction related expenses of $6,367 , which includes $4,033 of transaction incentive compensation, equity compensation of $407 , management fees paid to Matrix’s shareholders of $396 , interest expense of $2,949 and an income tax benefit of $2,828 . See Note 20, Discontinued Operations , for Matrix’s January 1, 2016 through October 19, 2016 results of operations, as well as the results of operations for the year ended December 31, 2015. Mission Providence The Company entered into a joint venture agreement in November 2014 with Mission Australia ACN (“Mission Australia”) to form Mission Providence. Mission Providence delivers employment preparation and placement services in Australia. The Company had a 60% ownership interest in Mission Providence, and had rights to 75% of Mission Providence’s distributions of cash or profit surplus twice per calendar year. The Company accounted for this investment under the equity method of accounting and the Company’s share of Mission Providence’s income or losses was recorded as “Equity in net (gain) loss of investees” in the accompanying consolidated statements of income. Cash contributions made to Mission Providence in exchange for its equity interests are included in the consolidated statements of cash flows as “Purchase of equity investments”. On September 29, 2017, the Company and Mission Australia completed the sale of 100% of the stock of Mission Providence pursuant to a share sale agreement. Upon the sale of Mission Providence, the Company received AUD 20,184 , or $15,823 of proceeds, for its equity interest, net of transaction fees. Subsequently, a working capital adjustment was finalized in December 2017 resulting in the return of $229 of the proceeds. The related gain on sale of Mission Providence totaling $12,377 is recorded as “Gain on sale of equity investment” in the accompanying consolidated statements of income. The carrying amount of the assets included in the Company’s consolidated balance sheet related to the Company’s interest in Mission Providence was $4,021 at December 31, 2016. Summary financial information for Mission Providence on a standalone basis is as follows: December 31, 2016 Current assets $ 4,640 Long-term assets 10,473 Current liabilities 12,844 Long-term liabilities 1,655 Nine months ended September 30, 2017 Twelve months ended December 31, 2016 Revenue $ 30,125 $ 36,546 Operating loss (1,765 ) (9,664 ) Net loss (1,934 ) (8,843 ) |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other | Prepaid Expenses and Other Prepaid expenses and other were comprised of the following: December 31, 2017 2016 Prepaid income taxes $ 1,106 $ 1,467 Escrow funds 10,000 10,000 Prepaid insurance 2,121 3,153 Prepaid taxes and licenses 906 3,570 Note receivable 3,224 3,130 Prepaid rent 2,268 2,013 Deposits held for leased premises and bonds 2,849 2,609 Other 12,769 11,953 Total prepaid expenses and other $ 35,243 $ 37,895 Escrow funds represent amounts related to indemnification claims from the sale of the Human Services segment, which was completed on November 1, 2015. The Company has accrued $15,000 as a contingent liability for the settlement of potential indemnification claims, which is included in “Accrued expenses” in the consolidated balance sheet as of December 31, 2017 . The escrow funds will be used to satisfy a portion of this settlement. See Note 18, Commitments and Contingencies , for further information. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: Estimated Useful December 31, Life (years) 2017 2016 Computer and telecom equipment 3 — 5 $ 35,915 $ 31,854 Software 3 — 5 32,989 26,883 Leasehold improvements Shorter of 7 years or lease term 17,890 16,720 Furniture and fixtures 5 — 10 6,416 8,070 Automobiles 5 3,797 3,597 Construction and development in progress N/A 13,384 5,831 110,391 92,955 Less accumulated depreciation 60,014 46,735 Total property and equipment, net $ 50,377 $ 46,220 Depreciation expense from continuing operations was $18,542 , $18,038 and $14,488 for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company sold the building and land that included holding company office space in Arizona effective December 31, 2016 resulting in an asset impairment charge of $1,415 for the year ended December 31, 2016. The Company recorded an asset impairment charge of $9,983 for the year ended December 31, 2016 related to its WD Services segment based on its review of the carrying value of long-lived assets. The impairment charges are reflected in “Asset impairment charge” in the consolidated statement of income for the year ended December 31, 2016. See Note 6, Goodwill and Intangibles¸ for further discussion of the impairment charges incurred related to the WD Services segment during 2016. Construction in progress as of December 31, 2017 is primarily comprised of NET Services, which has incurred substantial software development costs for its LCAD NextGen technology system. Such amounts are expected to be placed into service during 2018. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Impairment The Company did no t record any impairment charges for the year ended December 31, 2017 . During the fourth quarter of 2016, the Company reviewed WD Services for impairment, primarily due to lower than expected volumes and unfavorable service mix shifts under a large contract in the United Kingdom (“UK”) impacting future projections; additional clarity into the anticipated size and structure of the Work and Health Programme in the UK; the absence of additional details regarding the restructuring of the offender rehabilitation contract in the UK; and a change in senior management at WD Services during the fourth quarter. As a result, the Company performed a quantitative test comparing the fair value of the asset groupings comprising WD Services with the carrying amounts and recorded an asset impairment charge of $4,381 to definite-lived customer relationship intangible assets, which is recorded in “Asset impairment charge” on the Company’s consolidated statement of operations. In addition, the Company reviewed the carrying value of goodwill of WD Services, noting the carrying value exceeded the fair value. Therefore, the Company performed the second step of the impairment test, in which the fair value of the reporting unit is allocated to all of the assets and liabilities, on a fair value basis, with any excess representing the implied value of goodwill of the reporting unit. The fair value was determined using an income approach, which estimates the present value of future cash flows based on management’s forecast of revenue growth rates and operating margins, working capital requirements and capital expenditures. Based on this analysis, the carrying value of goodwill of the WD Services reporting unit exceeded the implied fair value and the Company recorded an asset impairment charge of $5,224 , which is included in “Asset impairment charge” on the Company’s consolidated statement of operations. The Company reviewed the carrying value of other long-lived assets and goodwill, and noted no indicators of impairment for NET Services or the Matrix Investment during the year ended December 31, 2016. The Company recorded $1,593 of impairment charges related to its Human Services segment during the year ended December 31, 2015 , which is included in “Discontinued operations, net of tax” in the consolidated statements of income. Goodwill Changes in goodwill were as follows: NET Services WD Services Consolidated Total Balances at December 31, 2015 Goodwill $ 191,215 $ 40,784 $ 231,999 Accumulated impairment losses (96,000 ) (6,041 ) (102,041 ) 95,215 34,743 129,958 Asset impairment charge — (5,224 ) (5,224 ) Foreign currency translation adjustment — (5,110 ) (5,110 ) Balances at December 31, 2016 Goodwill 191,215 35,674 226,889 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) 95,215 24,409 119,624 Foreign currency translation adjustment — 2,044 2,044 Balances at December 31, 2017 Goodwill 191,215 37,718 228,933 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) $ 95,215 $ 26,453 $ 121,668 The total amount of goodwill that was deductible for income tax purposes related to acquisitions as of December 31, 2017 and 2016 was $4,222 . Intangible Assets Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following: December 31, 2017 2016 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 15 $ 48,128 $ (33,136 ) $ 48,020 $ (29,941 ) Customer relationships 10 30,583 (11,871 ) 27,915 (8,147 ) Trademarks and Trade Names 10 14,525 (5,205 ) 13,282 (3,431 ) Developed technology 5 3,228 (2,313 ) 2,951 (1,525 ) Total $ 96,464 $ (52,525 ) $ 92,168 $ (43,044 ) The gross carrying amount as of December 31, 2017 and 2016 includes the asset impairment charge of $4,381 to definite-lived customer relationship intangible assets of WD Services recorded during the year ended December 31, 2016. The weighted-average amortization period at December 31, 2017 for intangibles was 12.3 years. No significant residual value is estimated for these intangible assets. Amortization expense from continuing operations was $7,927 , $8,566 and $9,510 for the years ended December 31, 2017 , 2016 and 2015 , respectively. The total amortization expense is estimated to be as follows for the next five years and thereafter as of December 31, 2017 based upon the applicable foreign exchange rates as of December 31, 2017 : Year Amount 2018 $ 8,126 2019 7,749 2020 7,473 2021 7,387 2022 7,025 Thereafter 6,179 Total $ 43,939 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: December 31, 2017 2016 Accrued compensation and related $ 33,653 $ 23,050 NET Services accrued contract payments 17,487 32,836 Accrued settlement 15,000 6,000 Income taxes payable 3,723 372 Other 33,975 40,123 Total accrued expenses $ 103,838 $ 102,381 |
Restructuring, Redundancy and R
Restructuring, Redundancy and Related Reorganization Costs | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Redundancy and Related Reorganization Costs | Restructuring, Redundancy and Related Reorganization Costs WD Services has two active redundancy programs at December 31, 2017 . During the year ended December 31, 2017 , WD Services had four redundancy programs. Of these four redundancy plans, two were approved in 2015 and have been completed; a plan related to the termination of employees delivering services under an offender rehabilitation program (“Offender Rehabilitation Program”) and a plan related to the termination of employees delivering services under the Company’s employability and skills training programs and certain other employees in the United Kingdom (“UK Restructuring Program”). In addition, a redundancy plan related to the termination of employees as part of a value enhancement project (“Ingeus Futures’ Program”) to better align costs with revenue for certain contracts in the UK and to improve overall operating performance was approved in 2016 and a further redundancy program to align costs with revenue for offender rehabilitation services (“Delivery First Program”) was approved in the fourth quarter of 2017. The Company recorded severance and related charges of $2,577 and $8,511 during the years ended December 31, 2017 and 2016 , respectively, relating to the termination benefits for employee groups and specifically identified employees impacted by these plans. The severance charges incurred are recorded as “Service expense” in the accompanying consolidated statements of income. The initial estimates of severance and related charges for the plans were based upon the employee groups impacted, average salary and benefits, and redundancy benefits pursuant to the existing policies. Additional charges above the initial estimates were incurred for the redundancy plans related to the actualization of termination benefits for specifically identified employees impacted under these plans, as well as an increase in the number of individuals impacted by these plans. The final identification of the employees impacted by each program is subject to customary consultation procedures. In addition, additional phases of value enhancement projects may be undertaken in the future, if costs and revenue are not aligned. Summary of Severance and Related Charges January 1, 2017 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments December 31, 2017 Ingeus Futures' Program $ 2,486 $ 1,223 $ (3,386 ) $ 159 $ 482 Offender Rehabilitation Program 1,380 (40 ) (1,357 ) 17 — UK Restructuring Program 50 (53 ) — 3 — Delivery First Program — 1,447 (184 ) 24 1,287 Total $ 3,916 $ 2,577 $ (4,927 ) $ 203 $ 1,769 January 1, 2016 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments December 31, 2016 Ingeus Futures' Program $ — $ 2,515 $ — $ (29 ) $ 2,486 Offender Rehabilitation Program 6,538 4,865 (8,924 ) (1,099 ) 1,380 UK Restructuring Program 2,059 1,131 (3,031 ) (109 ) 50 Total $ 8,597 $ 8,511 $ (11,955 ) $ (1,237 ) $ 3,916 The total of accrued severance and related costs of $1,769 and $3,916 are reflected in “Accrued expenses” in the consolidated balance sheets at December 31, 2017 and 2016 , respectively. The amount accrued as of December 31, 2017 for the Ingeus Futures’ Program and Delivery First Program is expected to be settled principally during 2018. |
Long-Term Obligations
Long-Term Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long-Term Obligations | Long-Term Obligations The Company’s long-term obligations were as follows: December 31, December 31, $200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2018 $ — $ — Capital lease obligations 2,984 3,611 2,984 3,611 Less current portion of capital lease obligations 2,400 1,721 Total long-term obligations, less current portion $ 584 $ 1,890 Annual maturities of capital lease obligations as of December 31, 2017 are as follows: Year Amount 2018 $ 2,400 2019 504 2020 80 Total $ 2,984 Credit Facility The Company is a party to the amended and restated credit and guaranty agreement, dated as of August 2, 2013 (as amended, the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. The Credit Agreement provides the Company with a $200,000 revolving credit facility (the “Credit Facility”), including a sub-facility of $25,000 for letters of credit. As of December 31, 2017 , the Company had no borrowings and seven letters of credit in the amount of $11,074 outstanding under the revolving credit facility. At December 31, 2017 , the Company’s available credit under the revolving credit facility was $188,926 . Under the Credit Agreement, the Company has an option to request an increase in the amount of the revolving credit facility from time to time (on substantially the same terms as apply to the existing facilities) in an aggregate amount of up to $75,000 with either additional commitments from lenders under the Credit Agreement at such time or new commitments from financial institutions acceptable to the administrative agent in its reasonable discretion, so long as no default or event of default exists at the time of any such increase. The Company may not be able to access additional funds under this increase option as no lender is obligated to participate in any such increase under the Credit Facility. The Credit Facility matures on August 2, 2018. Interest on the outstanding principal amount of loans accrues, at the Company’s election, at a per annum rate equal to LIBOR, plus an applicable margin, or the base rate as defined in the agreement plus an applicable margin. The applicable margin ranges from 2.25% to 3.25% in the case of LIBOR loans and 1.25% to 2.25% in the case of the base rate loans, in each case, based on the Company’s consolidated leverage ratio as defined in the Credit Agreement. Interest on the loans is payable quarterly in arrears. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of each lender’s commitment under the Credit Facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under each outstanding letter of credit. The commitment fee and letter of credit fee range from 0.25% to 0.50% and 2.25% to 3.25% , respectively, in each case, based on the Company’s consolidated leverage ratio. The Company’s obligations under the Credit Facility are guaranteed by all of the Company’s present and future domestic subsidiaries, excluding certain domestic subsidiaries which include the Company’s insurance captive. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Credit Facility are secured by a first priority lien on substantially all of the Company’s respective assets, including a pledge of 100% of the issued and outstanding stock of the Company’s domestic subsidiaries, excluding the Company’s insurance captive, and 65% of the issued and outstanding stock of the Company’s first tier foreign subsidiaries. The Credit Agreement contains customary affirmative and negative covenants and events of default. The negative covenants include restrictions on the Company’s ability to, among other things, incur additional indebtedness, create liens, make investments, give guarantees, pay dividends, sell assets, and merge and consolidate. The Company is subject to financial covenants, including consolidated net leverage and consolidated interest coverage covenants. Capital Leases NET Services has seven capital leases for information technology hardware and software with termination dates ranging from January 2018 through October 2020. The terms of the leases are between 12 and 36 months , with interest recorded at an incremental borrowing rate of 3.28% . At December 31, 2017 , $6,045 represents equipment under capital leases and $1,642 represents accumulated depreciation recognized on this leased equipment. |
Convertible Preferred Stock, Ne
Convertible Preferred Stock, Net | 12 Months Ended |
Dec. 31, 2017 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Convertible Preferred Stock, Net | Convertible Preferred Stock, Net The Company completed a rights offering on February 5, 2015 (the “Rights Offering”) providing all of the Company’s existing common stock holders the non-transferrable right to purchase their pro rata share of $65,500 of convertible preferred stock at a price equal to $100.00 per share (“Preferred Stock”). The Preferred Stock is convertible into shares of Providence’s Company’s common stock, $0.001 par value per share (“Common Stock”) at a conversion price equal to $39.88 per share, which was the closing price of the Company’s Common Stock on the NASDAQ Global Select Market on October 22, 2014. Stockholders exercised subscription rights to purchase 130,884 shares of the Company's Preferred Stock. Pursuant to the terms and conditions of the Standby Purchase Agreement (the “Standby Purchase Agreement”) between Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Coliseum Capital Co-Invest, L.P. and Blackwell Partners, LLC (collectively, the “Standby Purchasers”) and the Company, the remaining 524,116 shares of the Company’s Preferred Stock were purchased by the Standby Purchasers at the $100.00 per share subscription price. The Company received $65,500 in aggregate gross proceeds from the consummation of the Rights Offering and Standby Purchase Agreement. Additionally, on March 12, 2015, the Standby Purchasers exercised their right to purchase an additional 150,000 shares of the Company’s Preferred Stock, at a purchase price of $105.00 per share or a total purchase price of $15,750 , of the same series and having the same conversion price as the Preferred Stock sold in the Rights Offering. The Company may pay a noncumulative cash dividend on each share of Preferred Stock, if and when declared by a committee of its Board of Directors (“Board”), at the rate of five and one-half percent ( 5.5 %) per annum on the liquidation preference then in effect. On or before the third business day immediately preceding each fiscal quarter, the Company must determine its intention whether or not to pay a cash dividend with respect to that ensuing quarter and will give notice of its intention to each holder of Preferred Stock as soon as practicable thereafter. In the event the Company does not declare and pay a cash dividend, the Company will declare a payment in kind (“PIK”) dividend by increasing the liquidation preference of the convertible Preferred Stock to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to the liquidation preference then in effect multiplied by eight and one-half percent ( 8.5 %) per annum, computed on the basis of a 365 -day year and the actual number of days elapsed from the start of the applicable dividend period to the applicable date of determination. All holders of the Company’s Preferred Stock are able to convert their Preferred Stock into shares of Common Stock at a rate of approximately 2.51 shares of Common Stock for each share of Preferred Stock. As of December 31, 2017 , 1,800 shares of Preferred Stock have been converted to 4,510 shares of Common Stock. Cash dividends are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, and commenced on April 1, 2015, and, if declared, begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, accrue cumulatively on the same schedule as set forth above for cash dividends and are also compounded at the applicable annual rate on each applicable subsequent dividend date. Cash dividends on redeemable convertible preferred stock totaling $4,418 , or $5.50 per share, $4,419 , or $5.50 per share, and $3,928 , or $4.88 per share, were distributed to convertible preferred stockholders for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Preferred Stock is accounted for outside of stockholders’ equity as it may be redeemed upon certain change in control events that are not solely in the control of the Company. Dividends are recorded in stockholders’ equity and consist of the 5.5% / 8.5% dividend. At the time of issuance of the Preferred Stock, the Company recorded a discount on Preferred Stock related to beneficial conversion features that arose due to the closing price of the Company’s Common Stock being higher than the conversion price of the Preferred Stock on the commitment date. The amortization of this discount was recorded in stockholders’ equity. The discount was fully amortized as of June 30, 2015. The following table summarizes the Preferred Stock activity for the years ended December 31, 2017 and 2016 : Dollar Value Share Count Balance at December 31, 2015 $ 77,576 803,518 Conversion to common stock (12 ) (120 ) Allocation of issuance costs 1 — Balance at December 31, 2016 $ 77,565 803,398 Conversion to common stock (20 ) (198 ) Allocation of issuance costs 1 — Balance at December 31, 2017 $ 77,546 803,200 As of December 31, 2017 and 2016 , the outstanding shares of Preferred Stock were convertible into 2,014,042 and 2,014,538 shares of Common Stock, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity At December 31, 2017 and 2016 there were 17,473,598 and 17,315,661 shares of the Company’s Common Stock issued, respectively, including 4,126,132 and 3,478,676 treasury shares at December 31, 2017 and 2016 , respectively. Subject to the rights specifically granted to holders of any then outstanding shares of the Company’s Preferred Stock, the Company’s common stockholders are entitled to vote together as a class on all matters submitted to a vote of the Company’s common stockholders, and are entitled to any dividends that may be declared by the Board. The Company’s common stockholders do not have cumulative voting rights. Upon the Company’s dissolution, liquidation or winding up, holders of the Company’s Common Stock are entitled to share ratably in the Company’s net assets after payment or provision for all liabilities and any preferential liquidation rights of the Company’s Preferred Stock then outstanding. The Company’s common stockholders do not have preemptive rights to purchase shares of the Company’s stock. The issued and outstanding shares of the Company’s Common Stock are not subject to any redemption provisions and are not convertible into any other shares of the Company’s capital stock. The rights, preferences and privileges of holders of the Company’s Common Stock will be subject to those of the holders of any shares of the Company’s Preferred Stock the Company may issue in the future. The following table reflects the total number of shares of the Company’s Common Stock reserved for future issuance as of December 31, 2017 : Shares of common stock reserved for: Exercise of stock options and restricted stock awards 681,608 Conversion of preferred stock to common stock 2,014,042 Issuance of Performance Restricted Stock Units 18,122 Total shares of common stock reserved for future issuance 2,713,772 Share Repurchases On October 14, 2015, the Company entered into an agreement to repurchase 707,318 of its Common Stock held by former stockholders of Matrix for an aggregate purchase price of $29,000 (or $41.00 per share). The Company funded this purchase through a combination of borrowing on its Credit Facility and cash on hand. The purchase of these shares was completed on October 30, 2015. On November 4, 2015, the Board authorized the Company to engage in a repurchase program to repurchase up to $70,000 in aggregate value of the Company’s Common Stock during the twelve-month period following November 4, 2015. This plan terminated on November 3, 2016. A total of 1,360,249 shares were purchased through this plan for $62,981 , excluding commission payments. On October 26, 2016, the Board authorized a new repurchase program, under which the Company may repurchase up to $100,000 in aggregate value of the Company’s Common Stock during the twelve-month period following October 26, 2016. Through October 26, 2017, a total of 770,808 shares were purchased through this plan for $30,360 , excluding commission payments. On November 2, 2017, the Board approved the extension of the Company’s October 26, 2016 stock repurchase program, authorizing the Company to engage in a repurchase program to repurchase up to $69,640 (the amount remaining from the $100,000 repurchase amount authorized in 2016) in aggregate value of our Common Stock through December 31, 2018. As of December 31, 2017 , 180,270 shares were purchased under this plan after it was extended on November 2, 2017 for $10,503 , excluding commission payments. During the years ended December 31, 2017 , 2016 and 2015 , the Company withheld 19,556 , 2,736 and 15,961 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock awards. In addition, during the years ended December 31, 2017 and 2015 , the Company withheld 5,665 and 5,718 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations and the exercise price upon the exercise of stock options. During the year ended December 31, 2015, the Company withheld 43,743 shares to cover the settlement of income tax and related benefit withholding obligations arising from shares held by employees that were released from escrow related to the Matrix acquisition, which shares are treated as treasury stock. |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation and Similar Arrangements | Stock-Based Compensation and Similar Arrangements The Company provides stock-based compensation to employees, non-employee directors, consultants and advisors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). The 2006 Plan allows the flexibility to grant or award stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units including restricted stock units and performance awards to eligible persons. The following table summarizes the activity under the 2006 Plan as of December 31, 2017 : Number of shares of the Company's Common Stock authorized for Number of shares of the Company's Common Stock remaining for Number of shares of the Company's Common Stock subject to issuance future grants Stock Options Stock Grants 2006 Plan 5,400,000 1,938,666 606,695 111,157 The following table reflects the amount of stock-based compensation, for share settled awards issued to employees and non-employee directors, recorded in each financial statement line item for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 2016 2015 Service expense $ 491 $ 830 $ 21,480 General and administrative expense 7,052 4,324 5,027 Equity in net (gain) loss of investees 76 18 — Discontinued operations, net of tax — (18 ) 115 Total stock-based compensation $ 7,619 $ 5,154 $ 26,622 Stock-based compensation included in service expense is related to the following segments: Year Ended December 31, 2017 2016 2015 NET Services $ 434 $ 841 $ 724 WD Services (a) 57 (11 ) 20,756 Total stock-based compensation in service expense $ 491 $ 830 $ 21,480 (a) WD Services includes $16,078 for the year ended December 31, 2015 related to the acceleration of awards pursuant to the separation agreements for two executives. The amounts above exclude tax benefits of $2,885 , $2,072 and $2,322 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Stock Options During the year ended December 31, 2016, the Company did not grant any stock options. The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2017 and 2015: Year Ended December 31, 2017 2015 Expected dividend yield 0.0% 0.0% Expected stock price volatility 19.45% — 42.95% 33.8% — 46.14% Risk-free interest rate 0.95% — 2.23% 0.4% — 1.35% Expected life of options (years) 0.03 — 6.50 0.03 — 4.00 The risk-free interest rate was based on the U.S. Treasury security rate in effect as of the date of grant which corresponds to the expected life of the award. The expected stock price volatility was based on the Company’s historical data. The expected lives of options were based on the Company’s historical data, a simplified method for plain vanilla options, or the Company’s best estimate where appropriate. During the fourth quarter of 2017, James Lindstrom resigned from the Company as Chief Executive Officer ("CEO") and board member of the Company. As a result of Mr. Lindstrom's resignation as CEO, a separation agreement was entered into between the Company and Mr. Lindstrom. As a result of this separation agreement, Mr. Lindstrom was granted 125,000 stock options with an exercise price of $61.33 per share that were immediately vested. The options are exercisable through December 31, 2018. During the year ended December 31, 2017 , the Company issued 91,400 shares of its Common Stock in connection with the exercise of employee stock options under the Company’s 2006 Plan. The following table summarizes the stock option activity for the year ended December 31, 2017 : Year ended December 31, 2017 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period 355,598 $ 33.48 Granted 371,775 57.08 Exercised (115,825 ) 29.77 Forfeited/Cancelled (854 ) 46.44 Expired (3,999 ) 24.59 Outstanding at end of period 606,695 $ 48.70 2.62 $ 6,705 Vested or expected to vest at end of period 606,695 $ 48.70 2.62 $ 6,705 Exercisable at end of period 357,984 $ 44.65 2.10 $ 5,508 The weighted-average grant-date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2017 , 2016 and 2015 were as follows: Year ended December 31, 2017 2016 2015 Weighted-average grant date fair value per share $ 9.05 $ — $ 8.77 Options exercised: Total intrinsic value $ 2,010 $ 979 $ 6,659 Cash received $ 1,921 $ 4,108 $ 4,894 Stock Option Modifications During the fourth quarter of 2017, as a result of the separation agreement between the Company and Mr. Lindstrom, Mr. Lindstrom's outstanding stock options from his grants of 11,319 on August 6, 2015 and 9,798 on March 15, 2017 were modified to accelerate the vesting date of both awards to November 15, 2017 and allow exercise of the stock options until December 31, 2018. As a result of the modification to the terms of the original stock options granted to Mr. Lindstrom, the Company recognized an accelerated expense of $83 on the award for the year ended December 31, 2017. During the second quarter of 2015, Warren Rustand terminated his role as CEO and board member of the Company, but remained employed as a Senior Advisor through the end of 2015. As a result of Mr. Rustand’s termination as CEO, a separation agreement was entered into between the Company and Mr. Rustand. As a result of this separation agreement, Mr. Rustand’s outstanding stock options from his grant of 200,000 stock options on September 11, 2014 were modified to accelerate the vesting date for the second tranche of options from June 30, 2015 to June 5, 2015, and the exercise period for all vested options of 133,332 was lengthened. In addition, the third tranche of options, consisting of 66,668 options, was cancelled. As a result of the modifications to the terms of the original stock options granted to Mr. Rustand, the Company recognized additional stock-based compensation expense of $737 for the year ended December 31, 2015. Restricted Stock Awards During the year ended December 31, 2017 , the Company granted 33,420 shares of restricted stock (“RSAs”) to non-employee directors of its Board, executive officers and certain key employees. The awards primarily vest in three equal installments on the first, second and third anniversaries of the date of grant. During the year ended December 31, 2017 , the Company issued 36,623 shares of its Common Stock to non-employee directors, executive officers and key employees upon the vesting of certain RSAs granted in 2016 , 2015 and 2014 under the Company’s 2006 Plan. As of December 31, 2017 and 2016 , 10,134 shares were vested but not released due to an additional holding period required by the grant agreement. The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2017 : Shares Weighted-average grant date fair value Non-vested at beginning of period 72,198 $ 44.44 Granted 33,420 $ 43.91 Vested (36,623 ) $ 43.42 Forfeited or cancelled (4,216 ) $ 47.17 Non-vested at end of period 64,779 $ 44.82 As of December 31, 2017 , there was $4,331 of unrecognized compensation cost related to unvested share settled stock options and RSAs granted under the 2006 Plan. The cost is expected to be recognized over a weighted-average period of 1.2 years. The total fair value of stock options and RSAs vested was $3,550 , $1,383 and $3,709 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Other Restricted Stock Award Grants During the year ended December 31, 2014, the Board approved the grant of 596,915 RSAs to two individuals in connection with the Ingeus acquisition. The grants were made outside of the 2006 Plan, as they were related to the acquisition. However, since the term of the awards provided for vesting based on continued employment, the awards were accounted for as stock-based compensation. The shares necessary to settle these awards were placed in an escrow account in 2014, and were releasable from escrow in accordance with the vesting of the awards. Per the original terms of the agreements, the awards vested upon continued employment of the grantees, in four equal installments on the anniversary date of the grant. However, on October 15, 2015, the Company entered into agreements whereby the executives’ employment was terminated by mutual agreement and vesting was no longer based upon continued employment. The Company recognized $16,078 in stock-based compensation expense at the time of the modification, which otherwise would have been recognized over the remainder of the vesting period. Additionally, the Company recognized accelerated deferred compensation expense of $4,714 related to these agreements during the year ended December 31, 2015. As of December 31, 2017 , 149,228 underlying shares to settle the awards are held in the escrow account and will be released in 2018, although all expense was recognized as of December 31, 2015. Restricted Stock Units During the year ended December 31, 2016, the Company granted 5,930 restricted stock units to a key employee, related to the terms of a separation agreement, that vested on January 3, 2017. The units were settled through a cash payment of $304 during the year ended December 31, 2017. The award was liability classified, and the expense recorded was based upon the Company’s closing stock price at the end of each reporting period and the completed requisite service period. Performance Restricted Stock Units The Company had 18,122 performance restricted stock units (“PRSUs”) outstanding at December 31, 2017 . These awards vest upon the Company or its segments meeting certain performance criteria over a set performance period as determined, and subject to adjustment, by the Company’s Compensation Committee of the Board. 13,262 of the outstanding PRSUs at December 31, 2017 have a performance criteria tied to the Company’s return on equity (“ROE”), with performance periods ending on December 31, 2017 . The grantees will earn 33% of PRSUs granted if the ROE is 12% but less than 15% , and 100% of the PRSUs granted if the ROE is 15% or more. If ROE is less than 12% , no PRSUs will be earned. The Company has determined, subsequent to December 31, 2017, that none of these PRSUs, with a performance period ended December 31, 2017 , will vest. 4,860 of the outstanding PRSUs at December 31, 2017 have a performance criteria tied to NET Services’ EBITDA and the Company’s EBITDA performance with performance periods ending on December 31, 2017 . The Company expects all of these PRSUs, with a performance period ended December 31, 2017 , to vest. Compensation expense (benefit) related to these awards totaled $19 , ($270) and $613 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Cash Settled Awards During the years ended December 31, 2017 , 2016 and 2015 , respectively, the Company issued 3,097 , 3,360 and 4,000 stock equivalent units (“SEUs”), which settle in cash upon vesting, to Coliseum Capital Partners, L.P., in lieu of a grant to Christopher Shackelton, Chairman of the Board, for his service on the Board, which vest one-third upon each anniversary of the vesting date. The fair value of the SEUs is based on the closing stock price on the last day of the period and the completed requisite service period. The Company recorded $235 , $287 and $588 of expense for SEUs during the years ended December 31, 2017 , 2016 and 2015 , respectively. During the year ended December 31, 2014, the Company issued 200,000 stock option equivalent units (“SOEUs”), with an exercise price of $43.81 per share, which settle in cash, to Coliseum Capital Partners, L.P in lieu of a grant to Christopher Shackelton, for other services rendered. All 200,000 SOEUs were outstanding and exercisable at December 31, 2017 . This award vested one-third upon grant, one-third on June 30, 2015 and one-third on June 30, 2016. No additional SOEUs were granted during the years ended December 31, 2017 , 2016 and 2015. The Company recorded $2,146 and $1,888 of expense for SOEUs during the years ended December 31, 2017 and 2015 , respectively, and a benefit of $1,517 during the year ended December 31, 2016. The expenses and benefit are included in “General and administrative expense” in the consolidated statements of income. The fair value of the SOEUs was estimated as of December 31, 2017 , 2016 and 2015 using the Black-Scholes option-pricing formula and amortized over the option’s graded vesting periods with the following assumptions: Year ended December 31, 2017 2016 2015 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 23.36% — 32.09% 35.71% — 41.82% 43.75% — 45.3% Risk-free interest rate 1.75% — 1.95% 1.11% — 1.64% 1.2% — 1.70% Expected life of options (in years) 0.75 — 2.75 1.0 — 3.00 2.75 — 4.75 As of December 31, 2017 and 2016 , the Company had a short-term liability of $3,938 and $1,764 , respectively, in “Accrued expenses” in the consolidated balance sheet related to unexercised vested and unvested cash settled share-based payment awards. The cash settled share-based compensation benefit in total excluded tax expense of $492 for the year ended December 31, 2016. The cash settled share-based compensation expense in total excluded a tax benefit of $908 and $990 for the years ended December 31, 2017 and 2015. The unrecognized compensation cost for SEUs is expected to be recognized over a weighted average period of 0.8 years; however, the total expense for both SEUs and SOEUs will continue to be adjusted until the awards are settled. Holdco Long-Term Incentive Plan On August 6, 2015 (the “Award Date”), the Compensation Committee of the Board adopted the HoldCo LTIP under the 2006 Plan. The Holdco LTIP was designed to provide long-term performance based awards to certain executive officers of Providence. Under the program, executives would receive shares of Providence Common Stock based on the shareholder value created in excess of an 8.0% compounded annual return between the Award Date and December 31, 2017 (the “Extraordinary Shareholder Value”). The Award Date value was calculated on the basis of the Providence stock price equal to the volume weighted average of the common share price over the 90 -day trading period ending on the Award Date. The Extraordinary Shareholder Value was calculated on the basis of the Providence stock price equal to the volume weighted average of the common share price over the 90-day trading period ending on December 31, 2017. A pool for use in the allocation of awards was created equal to 8.0% of the Extraordinary Shareholder Value. Participants in the HoldCo LTIP would receive a percentage allocation of any such pool and, following determination of the size of the pool, would be entitled to a number of shares equal to their pro rata portion of the pool divided by the volume weighted average of the Company’s per share price over the 90 -day trading period ending on December 31, 2017. Of the shares allocated, 60% would be issued to the participant on or shortly following determination of the pool, 25% would vest and be issued on the one-year anniversary of such determination date, subject to continued employment, and the remaining 15% would be issued on the second anniversary of the determination date, subject to continued employment. It was determined that no shares would be distributed under the Holdco LTIP as the calculation of the pool amount was zero. $4,738 , $3,319 and $1,353 of expense is included in “General and administrative expense” in the consolidated statements of income for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the Company accelerated all remaining unrecognized compensation expense for the Holdco LTIP as there was no further requisite service period associated with the award, resulting in an acceleration of expense of $1,053 . These awards were equity classified and the fair value of the awards was calculated using a Monte-Carlo simulation valuation model. The fair value of the awards granted in 2016 and 2015 were estimated using the following assumptions: Year ended December 31, 2016 2015 Forward interest rate 0.24% — 2.71% 0.04% — 2.90% Expected Volatility 40.0% 45.0% Dividend Yield —% —% Fair Value of Total Pool $12,870 $12,590 |
Vertical Long-Term Incentive Pl
Vertical Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefits and Share-based Compensation, Noncash [Abstract] | |
Vertical Long-Term Incentive Plan | Vertical Long-Term Incentive Plan The Company established Long-Term Incentive Plans (“Vertical LTIPs”) for the Company’s operating segments, or verticals, during the fourth quarter of 2015. The Vertical LTIPs are consistent in their basic terms, but each were customized for specific aspects of the associated vertical. The awards pay in cash, however up to 50% of the award may be paid in unrestricted stock if the recipient elects this option when the Vertical LTIP offer letter is received. In addition, at the discretion of the Company, the recipients may be able to elect unrestricted stock in lieu of cash compensation at a later date. The Vertical LTIPs reward participants based on certain measures of free cash flow and EBITDA results adjusted as specified in the plan document. The awards vest in three installments: 60% of the award will pay out immediately following December 31, 2017, 25% one year following the performance period (i.e. December 31, 2018) and 15% two years following the performance period (i.e. December 31, 2019). Payout is subject to the participant remaining employed by the Company. During 2017, the Company revised the structure of the NET Services long-term incentive plan. As a result, the Company finalized the amount payable under the plan at $2,956 . The total value will be paid to the awarded participants per the terms of the original agreement and thus the remaining unamortized expense relating to this plan continues to be recognized over the remaining service period. As of December 31, 2017 , unamortized compensation expense is $299 . For the years ended December 31, 2017 , 2016 , and 2015, $816 , $1,513 and $328 of expense, respectively, is included in “Service expense” in the consolidated statements of income related to this plan. At December 31, 2017 , the liability for long-term incentive plans of the Company’s operating segments of $2,657 is reflected in “Accrued expenses” and “Other long-term liabilities” in the consolidated balance sheet. At December 31, 2016 , the liability for long-term incentive plans of the Company’s operating segments of $1,841 is reflected in “Other long-term liabilities” in the consolidated balance sheet. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table details the computation of basic and diluted earnings per share: Year ended December 31, 2017 2016 2015 Numerator: Net income attributable to Providence $ 53,369 $ 91,928 $ 83,696 Less dividends on convertible preferred stock (4,419 ) (4,419 ) (3,935 ) Less accretion of convertible preferred stock discount — — (1,071 ) Less income allocated to participating securities (7,085 ) (13,135 ) (10,691 ) Net income available to common stockholders $ 41,865 $ 74,374 $ 67,999 Continuing operations $ 47,848 $ (21,251 ) $ (29,181 ) Discontinued operations (5,983 ) 95,625 97,180 $ 41,865 $ 74,374 $ 67,999 Denominator: Denominator for basic earnings per share -- weighted-average shares 13,602,140 14,666,896 15,960,905 Effect of dilutive securities: Common stock options 66,314 — — Performance-based restricted stock units 4,860 — — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,673,314 14,666,896 15,960,905 Basic earnings (loss) per share: Continuing operations $ 3.52 $ (1.45 ) $ (1.83 ) Discontinued operations (0.44 ) 6.52 6.09 $ 3.08 $ 5.07 $ 4.26 Diluted earnings (loss) per share: Continuing operations $ 3.50 $ (1.45 ) $ (1.83 ) Discontinued operations (0.44 ) 6.52 6.09 $ 3.06 $ 5.07 $ 4.26 The accretion of Preferred Stock discount in the table above related to a beneficial conversion feature of the Company’s Preferred Stock that was fully amortized as of June 30, 2015. Income allocated to participating securities is calculated by allocating a portion of net income attributable to Providence, less dividends on convertible stock, to the convertible preferred stockholders on a pro-rata as converted basis; however, the convertible preferred stockholders are not allocated losses. The following weighted-average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive: Year ended December 31, 2017 2016 2015 Stock options to purchase common stock 362,392 22,638 173,925 Convertible preferred stock 803,323 803,442 700,241 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Operating Leases | Operating Leases The Company has non-cancelable contractual obligations in the form of operating leases for office space, related office equipment and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is being charged to rent expense on a straight-line basis over the term of the lease. The cumulative difference between rent expense recorded and the amount paid, for continuing operations, as of December 31, 2017 and 2016 was $3,957 and $3,253 , respectively, and is included in “Accrued expenses” and “Other long-term liabilities” in the consolidated balance sheets. Future minimum payments under non-cancelable operating leases for equipment and property with initial terms of one year or more consisted of the following at December 31, 2017 : Operating Leases 2018 $ 20,875 2019 13,376 2020 9,738 2021 8,022 2022 6,142 Thereafter 3,939 Total future minimum lease payments $ 62,092 Rent expense for continuing operations related to operating leases was $27,511 , $29,316 and $31,191 , for the years ended December 31, 2017 , 2016 and 2015 , respectively. Also, the lease agreements generally require the Company to pay executory costs such as real estate taxes, insurance, and repairs, which are recorded to expense as incurred. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The Company maintains a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, for all employees of its NET Services operating segment and corporate personnel. The Company, at its discretion, may make a matching contribution to the plan. Any matching contributions vest over 5 years. Unvested matching contributions are forfeitable upon employee termination. Employee contributions are fully vested and non-forfeitable. The Company’s contributions to the plan for continuing operations were $320 , $248 and $221 , for the years ended December 31, 2017 , 2016 and 2015 , respectively. WD Services’ employees are entitled to benefits under certain retirement plans. The WD Services’ segment has separate plans in each country it operates. The plans receive fixed contributions from WD Services’ companies and the legal or constructive obligation is limited to these contributions, although the benefits the employees ultimately receive are determined by the plan administrators, which includes government entities and third-party administrators. The Company’s contributions to these plans were $8,219 , $9,139 and $10,331 for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company also maintains a Deferred Compensation Rabbi Trust Plan for highly compensated employees of NET Services. This plan was put in place to compensate for the inability of highly compensated employees to take full advantage of the Company’s 401(k) plan. Additional information is included in Note 18, Commitments and Contingencies . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes our U.S. and foreign income (loss) from continuing operations before income taxes: Year Ended December 31, 2017 2016 2015 US 48,719 65,559 43,598 Foreign 15,485 (67,437 ) (53,692 ) Total $ 64,204 $ (1,878 ) $ (10,094 ) The federal, state and foreign income tax provision is summarized as follows: Year Ended December 31, 2017 2016 2015 Federal: Current $ 18,792 $ 21,202 $ 15,161 Deferred (19,767 ) (6,477 ) (1,606 ) (975 ) 14,725 13,555 State: Current 3,975 4,580 2,644 Deferred 723 (938 ) (38 ) 4,698 3,642 2,606 Foreign: Current 1,197 266 523 Deferred (519 ) (1,597 ) (2,101 ) 678 (1,331 ) (1,578 ) Total provision for income taxes $ 4,401 $ 17,036 $ 14,583 A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income (loss) from continuing operations before income taxes is as follows: Year Ended December 31, 2017 2016 2015 Federal statutory rates 35 % 35 % 35 % Federal income tax at statutory rates $ 22,471 $ (657 ) $ (3,533 ) Revaluation of net deferred tax liabilities due to U.S. tax reform (19,397 ) — — U.S. tax reform impact on equity income of investee (1,646 ) — — Change in valuation allowance 2,299 9,480 3,574 Change in uncertain tax positions 7 73 (76 ) State income taxes, net of federal benefit 3,203 2,396 1,785 Difference between federal statutory and foreign tax rate (1,648 ) 9,427 4,642 Stock compensation 3,400 — (184 ) Meals and entertainment 100 96 81 Amortization of deferred consideration — — 9,444 Transaction costs 159 — (447 ) Contingent consideration liability reversal — — (854 ) Nontaxable income (1,203 ) — (965 ) Tax credits (354 ) (947 ) (456 ) Legal expense (805 ) 522 284 Depreciation — — 649 Equity in net loss of investee 569 624 366 Sale of joint venture (6,021 ) — — Asset impairment — 2,353 — Foreign exchange 2,925 (7,001 ) — Other 342 670 273 Provision for income taxes $ 4,401 $ 17,036 $ 14,583 Effective income tax rate 7 % (907 )% (144 )% The Company recognized an income tax provision for the years ended December 31, 2016 and December 31, 2015 despite having losses from continuing operations before income taxes. Because of foreign net operating losses (including equity investee losses) for which the future income tax benefit currently cannot be recognized, and non-deductible expenses such as amortization of deferred consideration related to the Ingeus acquisition, the Company recognized estimated taxable income for these years upon which the income tax provision for financial reporting is calculated. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 20,496 $ 17,742 Tax credit carryforwards 486 399 Accounts receivable allowance 1,134 1,341 Accrued items and reserves 14,371 18,669 Stock compensation 1,480 4,224 Deferred rent 572 915 Property and equipment depreciation 300 — Other 173 180 39,012 43,470 Deferred tax liabilities: Deferred financing costs 38 154 Prepaids 1,440 2,103 Property and equipment depreciation — 1,238 Goodwill and intangibles amortization 5,809 9,568 Equity investment 42,113 59,244 Other 205 203 49,605 72,510 Net deferred tax liabilities (10,593 ) (29,040 ) Less valuation allowance (26,402 ) (27,423 ) Net deferred tax liabilities $ (36,995 ) $ (56,463 ) Net noncurrent deferred tax assets, net of valuation allowance of $26,402 and $27,423 for 2017 and 2016, respectively 4,632 1,510 Net noncurrent deferred tax liabilities, net of valuation allowance of $0 and $0 for 2017 and 2016, respectively (41,627 ) (57,973 ) $ (36,995 ) $ (56,463 ) At December 31, 2017 , the Company had no federal or state net operating loss carryforwards. The Company had net operating loss carryforwards in the following countries which can be carried forward indefinitely: Australia $ 41,256 Canada 728 France 3,882 Saudi Arabia 82 UK 40,090 Realization of the Company’s net operating loss carryforwards is dependent on generating sufficient taxable income. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized, to the extent they are not covered by a valuation allowance. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The net change in the total valuation allowance for the year ended December 31, 2017 was negative $1,021 , of which positive $2,299 related to current operations and negative $3,320 related to the adjustment of the beginning balance. The valuation allowance includes $25,929 primarily for Australia, France and UK net operating loss carryforwards, and $473 for state tax credit carryforwards for which the Company has concluded that it is more likely than not that these net operating loss and tax credit carryforwards will not be realized in the ordinary course of operations. The Company will continue to assess the valuation allowance, and to the extent it is determined that the valuation allowance should be changed, an appropriate adjustment will be recorded. U.S. Tax Reform On December 22, 2017, the Tax Reform Act was enacted which institutes fundamental changes to the taxation of multinational corporations. The Tax Reform Act includes changes to the taxation of foreign earnings by implementing a dividend exemption system, expansion of the current anti-deferral rules, a minimum tax on low-taxed foreign earnings and new measures to deter base erosion. The Tax Reform Act also includes a permanent reduction in the corporate tax rate to 21%, repeal of the corporate alternative minimum tax, expensing of capital investment, and limitation of the deduction for interest expense. Furthermore, as part of the transition to the new tax system, a one-time transition tax is imposed on a U.S. shareholder’s historical undistributed earnings and profits (“E&P”) of foreign affiliates. Although the Tax Reform Act is generally effective January 1, 2018, GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date, which was December 22, 2017. As a result of the reduction in the U.S. corporate income tax rate, the Company revalued its ending net deferred tax liabilities as of December 31, 2017 and recognized a provisional tax benefit of $19,397 . The Company has projected net accumulated deficits in foreign E&P; therefore, no provisional tax expense for deemed repatriation has been recognized. For any future foreign earnings, the Company will generally be free of additional U.S. tax consequences due to a dividends received deduction implemented as part of the move to a territorial tax system for foreign subsidiary earnings. The Company continues to assert indefinite reinvestment in outside basis differences. Determination of the amount of unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios, and the variation due to multiple potential assumptions relating to the timing of any future repatriation. The global intangible low taxed income (“GILTI”) provisions of the Tax Reform Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company may be subject to incremental U.S. tax on GILTI income beginning in 2018, and has elected to account for GILTI tax in the period in which it is incurred. Therefore, no deferred tax impacts of GILTI have been considered in the Company’s consolidated financial statements for the year ended December 31, 2017. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. In accordance with the SAB 118 guidance, the Company has recognized the provisional tax impacts related to the benefit for the revaluation of deferred tax assets and liabilities in its consolidated financial statements for the year ended December 31, 2017. The final impact of the Tax Reform Act may differ from these provisional amounts, possibly materially, due to, among other things, issuance of additional regulatory guidance, changes in interpretations and assumptions the Company has made, and actions the Company may take as a result of the Tax Reform Act. In accordance with SAB 118, the financial reporting impact of the Tax Reform Act will be completed in the fourth quarter of 2018. Unrecognized Tax Benefits The Company expects no material amount of the unrecognized tax benefits to be recognized during the next twelve months. The Company recognizes interest and penalties as a component of income tax expense. During the years ended December 31, 2017 , 2016 and 2015 , the Company recognized approximately $65 , $19 and $27 , respectively, in interest and penalties. The Company had approximately $83 and $52 for the payment of penalties and interest accrued as of December 31, 2017 and 2016 , respectively. A reconciliation of the liability for unrecognized income tax benefits is as follows: December 31, 2017 2016 2015 Unrecognized tax benefits, beginning of year $ 1,108 $ 271 $ 347 Balance upon acquisition/disposition — 764 — Increase (decrease) related to prior year positions 22 37 (47 ) Increase related to current year tax positions 101 139 48 Statute of limitations expiration (116 ) (103 ) (77 ) Unrecognized tax benefits, end of year $ 1,115 $ 1,108 $ 271 The Company is subject to taxation in the U.S. and various foreign and state jurisdictions. The statute of limitations is generally three years for the U.S., two to five years in foreign countries and between three and four years for the various states in which the Company operates. The Company is subject to the following material taxing jurisdictions: the U.S., UK, Australia, France, Saudi Arabia and Korea. The tax years that remain open for examination by the U.S. and various foreign countries and states principally include the years 2013 to 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal proceedings On June 15, 2015, a putative stockholder class action derivative complaint was filed in the Court of Chancery of the State of Delaware (the “Court”), captioned Haverhill Retirement System v. Kerley et al., C.A. No. 11149-VCL (the “Haverhill Litigation”). The complaint named Richard A. Kerley, Kristi L. Meints, Warren S. Rustand, Christopher Shackelton (the “Individual Defendants”) and Coliseum Capital Management, LLC (“Coliseum Capital Management”) as defendants, and the Company as a nominal defendant. The complaint purported to allege that the dividend rate increase term originally in the Company’s outstanding Preferred Stock was an impermissibly coercive measure that impaired the voting rights of the Company’s stockholders in connection with the vote on the removal of certain voting and conversion caps previously applicable to the Preferred Stock (the “Caps”), and that the Individual Defendants breached their fiduciary duties by approving the dividend rate increase term and attempting to coerce the stockholder vote relating to the Company’s Preferred Stock, and by failing to disclose all material information necessary to allow the Company’s stockholders to cast an informed vote on the Caps. The complaint also purported to allege derivative claims alleging that the Individual Defendants breached their fiduciary duties to the Company by entering into the subordinated note and standby agreement with Coliseum Capital Management, and granting Coliseum Capital Management certain stock options. The complaint further alleged that Coliseum Capital Management aided and abetted the Individual Defendants in breaching their fiduciary duties. The complaint sought, among other things, an injunction prohibiting the stockholder vote relating to the dividend rate increase, corporate governance reforms, unspecified damages and other relief. On August 31, 2015, after arms’ length negotiations, the parties reached an agreement in principle and executed a Memorandum of Understanding (“MOU”) providing for the settlement of claims concerning the dividend rate increase term and stockholder vote and related disclosure. The MOU stated that the Defendants had entered into the partial settlement of the litigation solely to eliminate the distraction, burden, expense, and potential delay of further litigation involving claims that have been settled. Pursuant to the partial settlement, the Company agreed to supplement the disclosures in its definitive proxy statement on Schedule 14A (the “2015 Proxy Statement”), Coliseum Capital Management and certain of its affiliates and the Company entered into an amendment to that certain Series A Preferred Stock Exchange Agreement, by and among Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Coliseum Capital Co-Invest, L.P., Blackwell Partners, LLC, and The Providence Service Corporation dated as of February 11, 2015 described in the 2015 Proxy Statement, and the Board of the Company agreed to adopt a policy related to the Board’s determination each quarter as to whether the Company should pay cash dividends or allow dividends to be paid in the form of PIK dividends on the Preferred Stock, as further described in the supplemental proxy disclosures. On September 2, 2015, Providence issued supplemental disclosures through a supplement to the 2015 Proxy Statement. On September 16, 2015, Providence stockholders approved the removal of the Caps. The Company provided notice of the proposed partial settlement to Providence’s stockholders by December 11, 2015. At a hearing on February 9, 2016, the court denied approval of the settlement. The Court indicated that plaintiff’s counsel could petition the Court for a mootness fee, and that defendants would have the opportunity to oppose any such application. On January 12, 2016, the plaintiff filed a verified amended class action and derivative complaint (the “first amended complaint”). In addition to the defendants named in the earlier complaint, the first amended complaint named David Shackelton, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC, Coliseum Capital Co-Invest, L.P. (collectively, and together with Coliseum Capital Management, LLC, “Coliseum”) and RBC Capital Markets, LLC (“RBC Capital Markets”) as additional defendants. The first amended complaint purported to allege direct and derivative claims for breach of fiduciary duty against some or all of the Individual Defendants and David Shackelton (collectively, the “Amended Individual Defendants”) regarding the approval of the subordinated note, the rights offering, the standby agreement with Coliseum Capital Management, and the grant to Coliseum Capital Management of certain stock options. The first amended complaint also purported to allege an additional derivative claim for unjust enrichment against Coliseum and further alleged that Coliseum and RBC Capital Markets aided and abetted the Amended Individual Defendants in breaching their fiduciary duties. The first amended complaint sought, among other things, revision or rescission of the terms of the subordinated note and Preferred Stock, corporate governance reforms, unspecified damages and other relief. On May 6, 2016, the plaintiff filed a verified second amended class action and derivative complaint (the “second amended complaint”). In addition to the defendants named in the earlier complaint, the second amended complaint named Paul Hastings LLP (“Paul Hastings”) and Bank of America, N.A. (“BofA”) as additional defendants. In addition to previously asserted claims, the second amended complaint purported to assert direct and derivative claims for breach of fiduciary duties against Coliseum Capital Management, in its capacity as the controlling stockholder of the Company, in connection with the subordinated note, the Company’s rights offering of Preferred Stock and the standby purchase agreement with Coliseum Capital Management (the “Financing Transactions”). The second amended complaint also alleged that Paul Hastings breached their fiduciary duties as counsel to the Company in connection with the Financing Transactions and that BofA and Paul Hastings aided and abetted certain of the Amended Individual Defendants in breaching their fiduciary duties in connection with the Financing Transactions. The second amended complaint sought, among other things, revision or rescission of the terms of the subordinated note and Preferred Stock, corporate governance reforms, disgorgement of fees paid to RBC Capital Markets, Paul Hastings and BofA for work relating to the Financing Transactions, unspecified damages and other relief. On May 20, 2016, the Court granted a six-month stay of the proceeding (which was subsequently extended) to allow a special litigation committee, created by the Board, sufficient time to investigate, review and evaluate the facts, circumstances and claims asserted in or relating to this action and determine the Company’s response thereto. On January 20, 2017, the special litigation committee advised the Court that the parties to the litigation and the special litigation committee had reached an agreement in principle to settle all of the claims in the litigation. The parties then entered into a proposed settlement agreement which was submitted to the Court for approval. On September 28, 2017, the Court approved the proposed settlement agreement among the parties that provided for a settlement amount of $10,000 less plaintiff’s legal fees and expenses (the “Settlement Amount”), with 75% of the Settlement Amount to be paid to the Company and 25% of the Settlement Amount to be paid to holders of the Company’s Common Stock other than certain excluded parties. In November 2017, the Company received a payment of $5,363 from the Settlement Amount, which is included in “Other income” in the consolidated statement of income for the year ended December 31, 2017. In addition to the matter described above, in the ordinary course of business, the Company is a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Providence. Indemnifications related to Haverhill Litigation The Company indemnified the Standby Purchasers from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of (i) any breach of any representation, warranty, covenant or undertaking made by or on behalf of the Company in the Standby Purchase Agreement and (ii) the transactions contemplated by the Standby Purchase Agreement and the 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500 , except to the extent that any such losses, claims, damages, expenses and liabilities are attributable to the gross negligence, willful misconduct or fraud of such Standby Purchaser. The Company has also indemnified other third parties from and against any and all losses, claims, damages, expenses and liabilities arising out of or in connection with the Company’s acquisition of CCHN Group Holdings, Inc. (operating under the tradename Matrix, and formerly included in our HA Services segment) in October 2014 and related financing commitments, except to the extent that any such losses, claims, damages, expenses and liabilities are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such third parties, or a material breach of such third parties’ obligations under the related agreements. The Company recorded $318 , $1,282 and $310 of such indemnified legal expenses related to the Haverhill Litigation during the years ended December 31, 2017 , 2016 and 2015 , respectively, which is included in “General and administrative expenses” in the consolidated statements of income. Of these amounts, $245 , $757 and $310 for the years ended December 31, 2017 , 2016 and 2015 , respectively, were indemnified legal expenses of related parties. Other legal expenses of the Company related to the Haverhill Litigation are covered under the Company’s insurance policies, subject to applicable deductibles and customary review of the expenses by the carrier. The Company recognized expense of $8 , $210 and $500 for the years ended December 31, 2017 , 2016 and 2015 , respectively. While the carrier typically remits payment directly to the respective law firm, the Company accrues for the cost and records a corresponding receivable for the amount to be paid by the carrier. The Company has recognized an insurance receivable of $941 and $1,645 in “Other receivables” in the consolidated balance sheets at December 31, 2017 and 2016 , respectively, with a corresponding liability amount recorded to “Accrued expenses”. Other Indemnifications The Company has provided certain standard indemnifications in connection with the sale of the Human Services segment to Molina Healthcare Inc. (“Molina”) effective November 1, 2015. All representations and warranties made by the Company in the Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell the Human Services segment ended on February 1, 2017. However, claims made prior to February 1, 2017 by the purchaser of the Human Services segment against these representations and warranties may survive until the claims are settled. In addition, certain representations, including tax representations, survive until the expiration of applicable statutes of limitation, and healthcare representations survive until the third anniversary of the closing date. The Company has received indications from the purchaser of the Human Services segment regarding potential indemnification claims. One potential indemnification claim relates to Rodriguez v. Providence Community Corrections (the “Rodriguez Litigation”) , a complaint filed in the District Court for the Middle District of Tennessee, Nashville Division (the “Rodriquez Court”), against Providence Community Corrections, Inc. (“PCC”), an entity sold under the Purchase Agreement. On September 18, 2017, the plaintiffs in the Rodriguez Litigation filed an unopposed motion for preliminary approval of a proposed settlement, pursuant to which PCC would pay $14,000 to the plaintiffs and $350 to co-defendant Rutherford County, Tennessee. On October 5, 2017, the Rodriguez Court denied preliminary approval of the settlement and requested additional information. On October 18, 2017, the plaintiffs filed a second unopposed motion for approval of the proposed settlement. On January 2, 2018, the Rodriguez Court granted preliminary approval of the proposed settlement and authorized notice to class members. On September 15, 2017, Molina and the Company entered into a memorandum of understanding; and on March 1, 2018, Molina and the Company entered into a settlement agreement, regarding a settlement of an indemnification claim by Molina with respect to the Rodriguez Litigation and other matters. As of December 31, 2017, the accrual is $15,000 with respect to an estimate of loss for potential indemnification claims. The Company expects to recover a portion of the settlement through insurance coverage, although this cannot be assured. Litigation is inherently uncertain and the actual losses incurred in the event that the related legal proceedings were to result in unfavorable outcomes could have a material adverse effect on the Company’s business and financial performance. The Company has provided certain standard indemnifications in connection with its Matrix stock subscription transaction whereby Mercury Fortuna Buyer, LLC (“Subscriber”), Providence and Matrix entered into a stock subscription agreement (the “Subscription Agreement”), dated August 28, 2016. The representations and warranties made by the Company in the Subscription Agreement ended January 19, 2018; however, certain fundamental representations survive through the 36th month following the closing date. The covenants and agreements of the parties to be performed prior to the closing ended January 19, 2018, and all other covenants and agreements survive until the expiration of the applicable statute of limitations in the event of a breach, or for such lesser periods specified therein. The Company is not aware of any indemnification liabilities with respect to Matrix that require accrual at December 31, 2017. Other Contingencies On January 25, 2018, the UK Ministry of Justice (the “MOJ”) released a report on reoffending statistics for certain offenders who entered probation services during the period October 2015 to March 2016. The report provides statistics for all providers of probation services, including our subsidiary RRP, which is in our WD Services segment. This information is the second data set that is utilized to determine performance payments under the various providers’ transforming rehabilitation contracts with the MOJ, as the actual rates of recidivism are compared to benchmark rates established by the MOJ. Performance payments and penalties are linked to two separate measures of recidivism - the binary measure and the frequency measure. The binary measure defines the percentage of offenders within a cohort, formed quarterly, who reoffend in the following 12 months. The frequency measure defines the average number of offenses committed by reoffenders within the same 12-month measurement period. The performance for the frequency measure for most providers has been below the benchmarks established by the MOJ. As a result, RRP could be required to make payments to the MOJ and the amounts of such payments could be material. The amount of potential payments to the MOJ, if any, under RRP’s contracts with the MOJ cannot be estimated at this time, as the MOJ is reviewing the data to understand the underlying reasons for the increase in certain rates of recidivism and other factors that could impact the contractual measure. Deferred Compensation Plan The Company has one deferred compensation plan for management and highly compensated employees of NET Services as of December 31, 2017 . The deferred compensation plan is unfunded, and benefits are paid from the general assets of the Company. The total of participant deferrals, which is reflected in “Other long-term liabilities” in the consolidated balance sheets, was $1,806 and $1,430 at December 31, 2017 and 2016 , respectively. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties The Company incurred legal expenses under an indemnification agreement with the Standby Purchasers as further discussed in Note 18, Commitments and Contingencies . Preferred Stock dividends earned by the Standby Purchasers during the years ended December 31, 2017 and 2016 totaled $4,213 each year. During the year ended December 31, 2017 , the Company made a $566 loan to Mission Providence. The loan was also repaid during the year ended December 31, 2017 . |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Effective October 19, 2016, the Company completed the Matrix Transaction. At the closing, (i) cash consideration of $180,614 was paid by the Subscriber to Matrix based upon an enterprise value of $537,500 and (ii) Matrix borrowed approximately $198,000 pursuant to a credit and guaranty agreement providing for term loans in an aggregate principal amount of $198,000 and revolving loan commitments in an aggregate principal amount not to exceed $10,000 , which was not drawn at the closing. At the closing, Matrix distributed $381,163 to Providence, in full satisfaction of a promissory note and accumulated interest between Matrix and Providence. At the closing, Providence made a $5,663 capital contribution to Matrix, as described in the Subscription Agreement, as amended, based upon its pro-rata ownership of Matrix, to fund the near-term cash needs of Matrix. On the day that was fifteen days following the closing date, Providence was, to the extent payable pursuant to the terms of the Subscription Agreement, as amended, entitled to receive from Matrix, or required to pay to Matrix, subsequent working capital adjustment payments. Providence received an initial payment of $5,172 from Matrix in November 2016 which is net of the capital contribution of $5,663 described above, based upon the initial working capital calculation as described in the Subscription Agreement. Additionally, in February 2017, the Company received a $75 payment from Matrix representing the final working capital adjustment payment. In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations , a component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the Matrix stock subscription transaction resulting in the Company no longer owning a controlling interest in Matrix, and determined that those held for sale conditions for discontinued operations presentation were met during the third quarter of 2016. As such, the historical financial results of Matrix, the Company’s historical HA Services segment, and the related income tax effects have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements through October 19, 2016. The Company has continuing involvement with Matrix through its ownership of 46.6% of the equity interests in Matrix as of December 31, 2017, as well as through a management consulting agreement, not to exceed ten years. Prior to the Matrix Transaction, the Company owned 100% of the equity interest in Matrix. Subsequent to the Matrix Transaction, the Company accounts for its investment in Matrix under the equity method of accounting. The Company’s share of Matrix’s losses subsequent to the Matrix Transaction, which totaled $13,445 and $1,789 , is recorded as “Equity in net (gain) loss of investees” in its consolidated statement of income for the years ended December 31, 2017 and 2016 , respectively. Matrix’s pretax loss for the year ended December 31, 2017 totaled $2,948 and includes $3,537 of transaction related expenses. Matrix’s pretax loss for the period of October 19, 2016 through December 31, 2016 totaled $7,027 and includes $6,367 of transaction related expenses. There have been no cash inflows or outflows from or to Matrix subsequent to the closing of the Matrix Transaction, other than the working capital adjustments discussed above and management fees associated with its ongoing relationship with Matrix, of which $1,103 was received during the year ended December 31, 2017 . $247 and $185 are included in “Other receivables” in the consolidated balance sheets at December 31, 2017 and 2016 , respectively, related to management fees receivable. On September 3, 2015, the Company entered into a Purchase Agreement, pursuant to which the Company agreed to sell all of the membership interests in Providence Human Services, LLC and Providence Community Services, LLC, comprising the Company’s Human Services segment, in exchange for cash proceeds of approximately $200,000 prior to adjustments for estimated working capital, certain seller transaction costs, debt assumed by the buyer, and a $20,099 cash payment received for the Providence Human Services cash and cash equivalents on hand at closing. The net proceeds were $230,703 , although $10,000 is held in an indemnity escrow and recorded within “Prepaid expenses and other” in the consolidated balance sheet at December 31, 2017 . Proceeds include a customary working capital adjustment of $13,246 . During the years ended December 31, 2017 and 2016 , the Company recorded additional expenses related to the Human Services segment, principally related to legal proceedings as described in Note 18, Commitment and Contingences , related to an indemnified legal matter. Results of Operations The following table summarizes the results of operations classified as discontinued operations, net of tax, for the years ended December 31, 2017 , 2016 and 2015 . The HA Services segment column in the table below for the year ended December 31, 2016 reflects the financial results for HA Services from January 1, 2016 through October 19, 2016. Year ended December 31, 2017 Human Services Segment HA Services Segment Total Discontinued Operations Operating expenses: General and administrative expense $ 9,674 $ — $ 9,674 Total operating expenses 9,674 — 9,674 Loss from discontinued operations before income taxes (9,674 ) — (9,674 ) Income tax benefit 3,691 — 3,691 Discontinued operations, net of tax $ (5,983 ) $ — $ (5,983 ) Year ended December 31, 2016 Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ — $ 166,090 $ 166,090 Operating expenses: Service expense — 120,906 120,906 General and administrative expense 7,966 2,148 10,114 Depreciation and amortization — 21,121 21,121 Total operating expenses 7,966 144,175 152,141 Operating income (loss) (7,966 ) 21,915 13,949 Other expenses: Write-off of deferred financing fees — 2,302 2,302 Interest expense, net — 9,929 9,929 Income (loss) from discontinued operations before gain on disposition and income taxes (7,966 ) 9,684 1,718 Gain on disposition — 167,895 167,895 (Provision) benefit for income taxes 2,401 (63,254 ) (60,853 ) Discontinued operations, net of tax $ (5,565 ) $ 114,325 $ 108,760 Year ended December 31, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ 291,510 $ 217,436 $ 508,946 Operating expenses: Service expense 264,293 163,211 427,504 General and administrative expense 14,975 2,630 17,605 Asset impairment charge 1,593 — 1,593 Depreciation and amortization 4,831 29,472 34,303 Total operating expenses 285,692 195,313 481,005 Operating income 5,818 22,123 27,941 Other expenses: Interest expense, net 2,829 14,359 17,188 Income from discontinued operations before gain on disposition and income taxes 2,989 7,764 10,753 Gain on disposition 123,129 — 123,129 Provision for income taxes (24,318 ) (1,693 ) (26,011 ) Discontinued operations, net of tax $ 101,800 $ 6,071 $ 107,871 Interest expense, net The Company allocated interest expense, including amortization of deferred financing fees, to discontinued operations based on the portion of the debt that was required to be paid with the proceeds from the sale of the Human Services segment and the Matrix Transaction. The total allocated interest expense is included in “Interest expense, net” in the tables above. The total allocated interest expense for the years ended December 31, 2016 and 2015 is as follows: Year ended December 31, 2016 2015 Human Services Segment $ — $ 2,871 HA Services Segment 9,939 14,376 Total $ 9,939 $ 17,247 Cash Flow Information The following table presents depreciation, amortization, capital expenditures and significant operating noncash items of the discontinued operations for the years ended December 31, 2016 and 2015 : For the year ended December 31, 2016 Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ — $ 3,661 $ 3,661 Amortization — 17,460 17,460 Stock-based compensation — (18 ) (18 ) Deferred income taxes — 52,338 52,338 Cash flows from discontinued investing activities: Purchase of property and equipment $ — $ 9,174 $ 9,174 For the year ended December 31, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ 2,376 $ 3,370 $ 5,746 Amortization 2,455 26,102 28,557 Asset impairment charge 1,593 — 1,593 Stock-based compensation 7 108 115 Deferred income taxes (5,680 ) 730 (4,950 ) Cash flows from discontinued investing activities: Purchase of property and equipment $ 2,224 $ 8,079 $ 10,303 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments The Providence Service Corporation owns subsidiaries and investments primarily engaged in the provision of healthcare services in the United States and workforce development services internationally. The subsidiaries and other investments in which the Company holds interests comprise the following segments: • NET Services – Nationwide manager of non-emergency medical transportation programs for state governments and managed care organizations. • WD Services – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs. • Matrix Investment – Minority interest in Matrix, a nationwide provider of in-home care optimization and management solutions, including CHAs, to members of managed care organizations, accounted for as an equity method investment as a result of the Matrix Transaction on October 19, 2016, which is further discussed in Note 20, Discontinued Operations In addition to its segments’ operations, the Corporate and Other segment includes the Company’s activities at its corporate office that include executive, accounting, finance, internal audit, tax, legal, public reporting, certain strategic and corporate development functions, and the Company’s captive insurance company. Segment results are based on how the Company’s chief operating decision maker (“CODM”) manages the Company’s business, makes operating decisions and evaluates operating performance. The operating results of the segments include revenue and expenses incurred by the segment, as well as an allocation of direct expenses incurred by Corporate on behalf of the segment. Indirect expenses, including unallocated corporate functions and expenses, such as executive, accounting, finance, internal audit, tax, legal, public reporting, certain strategic and corporate development functions and the results of the Company's captive insurance company as well as elimination entries recorded in consolidation are reflected in Corporate and Other. The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2017 , 2016 and 2015 . Year Ended December 31, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,318,220 $ 305,662 $ — $ — $ 1,623,882 Service expense 1,227,426 265,417 — (3,799 ) 1,489,044 General and administrative expense 11,779 25,438 — 35,119 72,336 Depreciation and amortization 13,275 12,851 — 343 26,469 Operating income (loss) $ 65,740 $ 1,956 $ — $ (31,663 ) $ 36,033 Equity in net (gain) loss of investees $ — $ 1,391 $ (13,445 ) $ — $ (12,054 ) Investment in equity method investee $ — $ 213 $ 169,699 $ — $ 169,912 Total assets $ 294,127 $ 184,805 $ 169,699 $ 55,459 $ 704,090 Long-lived asset expenditures $ 15,319 $ 4,527 $ — $ 77 $ 19,923 Year Ended December 31, 2016 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,233,720 $ 344,403 $ — $ 122 $ 1,578,245 Service expense 1,132,857 320,147 — (894 ) 1,452,110 General and administrative expense 11,406 30,300 — 28,205 69,911 Asset impairment charge — 19,588 — 1,415 21,003 Depreciation and amortization 12,375 13,824 — 405 26,604 Operating income (loss) $ 77,082 $ (39,456 ) $ — $ (29,009 ) $ 8,617 Equity in net (gain) loss of investees $ — $ 8,498 $ 1,789 $ — $ 10,287 Investment in equity method investee $ — $ 4,161 $ 157,202 $ — $ 161,363 Total assets $ 313,371 $ 160,152 $ 157,202 $ 54,554 $ 685,279 Long-lived asset expenditures $ 10,845 $ 19,810 $ — $ 1,387 $ 32,042 Year Ended December 31, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 1,083,015 $ 395,059 $ (64 ) $ 1,478,010 Service expense 991,659 393,803 (4,308 ) 1,381,154 General and administrative expense 10,704 29,846 30,436 70,986 Depreciation and amortization 9,429 13,776 793 23,998 Operating income (loss) $ 71,223 $ (42,366 ) $ (26,985 ) $ 1,872 Equity in net (gain) loss of investees $ — $ 10,970 $ — $ 10,970 Long-lived asset expenditures $ 12,232 $ 11,869 $ 668 $ 24,769 Geographic Information The following table details the Company’s revenue from continuing operations and long-lived assets by geographic location. For the year ended December 31, 2017 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,335,389 $ 187,655 $ 100,838 $ 1,623,882 Long-lived assets (a) 37,700 9,354 3,323 50,377 For the year ended December 31, 2016 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,250,043 $ 235,061 $ 93,141 $ 1,578,245 Long-lived assets (a) 32,007 9,823 4,390 46,220 For the year ended December 31, 2015 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,099,918 $ 298,386 $ 79,706 $ 1,478,010 (a) Represents property and equipment, net. Domestic service revenue, net, totaled 82.2% , 79.2% and 74.4% of service revenue, net for the years ended December 31, 2017 , 2016 and 2015 , respectively. Foreign service revenue, net, totaled 17.8% , 20.8% and 25.6% of service revenue, net for the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 , $99,071 of the Company’s net assets from continuing operations were located in countries outside of the U.S. At December 31, 2016 , $76,579 of the Company’s net assets from continuing operations were located in countries outside of the U.S. Customer Information 11.2% , 10.2% and 11.0% of the Company’s consolidated revenue was derived from one U.S. state Medicaid program for the years ended December 31, 2017 , 2016 and 2015 , respectively. 10.7% of the Company’s consolidated revenue was derived from one UK governmental agency for the year ended December 31, 2015. In addition, substantially all of the Company’s revenues are generated from domestic and foreign governmental agencies or entities that contract with governmental agencies. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The quarterly consolidated financial statements presented below reflect HA Services and Human Services as discontinued operations for all periods presented. Quarter ended March 31, June 30, September 30, December 31, Service revenue, net $ 399,494 $ 407,983 $ 409,517 $ 406,888 Operating Income 6,788 5,999 6,309 16,937 Income from continuing operations, net of tax 1,915 3,858 14,964 39,066 Discontinued operations, net of tax (5,866 ) (117 ) (16 ) 16 Net income (loss) attributable to Providence (4,325 ) 3,915 14,853 38,926 Earnings (loss) per common share (10): Basic $ (0.40 ) $ 0.18 $ 0.88 $ 2.43 Diluted $ (0.40 ) $ 0.18 $ 0.88 $ 2.41 Quarter ended March 31, June 30, September 30, December 31, Service revenue, net $ 382,036 $ 398,119 $ 412,271 $ 385,819 Operating Income (loss) 8,304 6,712 9,793 (16,192 ) Income (loss) from continuing operations, net of tax 1,376 1,624 3,743 (25,657 ) Discontinued operations, net of tax 753 2,370 (2,791 ) 108,428 Net income attributable to Providence 2,235 4,623 650 84,420 Earnings (loss) per common share (10): Basic $ 0.07 $ 0.21 $ (0.05 ) $ 4.92 Diluted $ 0.07 $ 0.21 $ (0.05 ) $ 4.92 (1) The Company recorded expenses, net of tax, of $5,866 in Discontinued operations, net of tax, in the quarter ending March 31, 2017 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter. (2) The Company recorded a gain on sale of equity investment of $12,606 , net of tax, related to the sale of its equity interest in Mission Providence during the quarter ended September 30, 2017. During the quarter ended December 31, 2017, the Company recorded a reduction to the gain on sale of $229 , related to the finalization of the working capital adjustment per the sale agreement. (3) Operating income for the quarter ended December 31, 2017 increased as compared to the prior quarters in 2017 as a result of a decrease in service expense as a percentage of revenue for NET Services and WD Services. This was primarily a result of lower operating costs of both segments as well as certain NET Services contractual adjustments recorded in the fourth quarter of 2017. (4) The quarter ended December 31, 2017 includes the receipt of the Haverhill Litigation settlement of $5,363 . (5) The quarter ended December 31, 2017 includes a net tax benefit of $16,017 related to the enactment of the Tax Reform Act during the fourth quarter of 2017, due to the re-measurement of deferred tax liabilities by Providence as a result of the reduction in the U.S. corporate tax rate. Providence realized a tax benefit of $19,397 , partially offset by $3,379 of increased tax expense resulting from additional equity in net gain of Matrix, due to Matrix' re-measurement of its deferred tax liabilities. The equity in net gain from Matrix for the quarter ended December 31, 2017 includes a tax benefit of $13,610 related to Matrix's re-measurement of deferred tax liabilities as a result of the Tax Reform Act. (6) The Company recorded expenses, net of tax, of $5,035 in Discontinued operations, net of tax, in the quarter ended September 30, 2016 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter. (7) Service revenue, net for the quarter ending December 31, 2016 decreased from the quarter ended September 30, 2016 primarily due to decreased revenue associated with the WD Services’ National Citizen Service summer youth programs, which are seasonal in nature. Additionally, the quarter ended September 30, 2016 included revenue of $5,367 under the WD Services’ offender rehabilitation program related to the finalization of a contractual adjustment for the contract years ended March 31, 2015 and 2016. (8) The Company recorded an asset impairment charge of $1,415 related to the building and land utilized by the holding company, which was sold effective December 30, 2016. Also, the Company recorded asset impairment charges in its WD Services segment of $9,983 , $4,381 and $5,224 to its property and equipment, intangible assets and goodwill, respectively. (9) The quarter ended December 31, 2016 includes gain on loss of controlling interest in Matrix, net of tax, of $109,403 . (10) Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly earnings per share may not equal the total computed for the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 16, 2018, Matrix acquired HealthFair, a leading provider of mobile health assessment and advanced diagnostic testing services for a purchase price of $160,000 plus an earnout payment contingent upon HealthFair's 2018 financial performance. Additionally, Matrix entered into a financing transaction consisting of a $330,000 first lien term loan and a $20,000 revolving line of credit, of which none was drawn, and issued an aggregate of approximately 24,200,000 shares of its common units related to a seller roll-over contribution. As a result of the rollover of certain equity interests in HealthFair, Providence’s equity ownership is 43.6% as of February 16, 2018. On November 2, 2017, the Company’s Board approved the extension of the Company’s existing stock repurchase program, authorizing the Company to engage in a repurchase program to repurchase up to $69,640 (the amount remaining from the $100,000 repurchase amount authorized in 2016) in aggregate value of our Common Stock through December 31, 2018. During the period January 1, 2018 to March 5, 2018, the Company repurchased 527,825 shares for $33,330 , and $25,807 was available under the plan to repurchase shares. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Additions Balance at Charged to Charged to Deductions Balance at Year Ended December 31, 2017: Allowance for doubtful accounts $ 5,901 $ 815 $ (466 ) (1) $ 488 (2) $ 5,762 Year Ended December 31, 2016: Allowance for doubtful accounts $ 4,380 $ 3,298 $ 1,058 (1) $ 2,835 (2) $ 5,901 Year Ended December 31, 2015: Allowance for doubtful accounts $ 3,198 $ 1,928 $ 1,152 (1) $ 1,898 (2) $ 4,380 Notes: Schedule above has been recast from prior year to exclude activity related to discontinued operations. (1) Amounts primarily include the allowance for contractual adjustments related to our non-emergency transportation services operating segment that are recorded as adjustments to non-emergency transportation services revenue. Amount additionally includes impact from change in foreign currency rates. (2) Write-offs, net of recoveries. All other schedules are omitted because they are not applicable or the required information is shown in our financial statements or the related notes thereto. |
Significant Accounting Polici34
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business The Providence Service Corporation (“we”, the “Company” or “Providence”) owns subsidiaries and investments primarily engaged in the provision of healthcare services in the United States and workforce development services internationally. The subsidiaries and other investments in which the Company holds interests comprise the following segments: • Non-Emergency Transportation Services (“NET Services”) – Nationwide manager of non-emergency medical transportation (“NET”) programs for state governments and managed care organizations. • Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs. • Matrix Investment – Minority interest in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix”), a nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments (“CHAs”), to members of managed care organizations, accounted for as an equity method investment. On February 16, 2018, Matrix acquired HealthFair, expanding its service offerings to include mobile health assessments, advanced diagnostic testing, and additional care optimization services. In addition to its segments’ operations, the Corporate and Other segment includes the Company’s activities at its corporate office that include executive, accounting, finance, internal audit, tax, legal, public reporting, certain strategic and corporate development functions and the results of the Company’s captive insurance company. |
Basis of Presentation | Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company holds investments that are accounted for using the equity method. The Company does not control the decision-making process or business management practices of these affiliates. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on management of these affiliates to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from the significant affiliates’ independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s consolidated financial statements. |
Reclassifications | Reclassifications The Company has reclassified certain amounts relating to its prior period results to conform to its current period presentation. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , for additional information on other reclassifications. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include The Providence Service Corporation, its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts. |
Accounting Estimates | Accounting Estimates The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; accrued restructuring; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; loss reserves for reinsurance and self-funded insurance programs; and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less. Investments in cash equivalents are carried at cost, which approximates fair value. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of the federally insured limits. At December 31, 2017 and 2016 , $40,127 and $21,411 , respectively, of cash was held in foreign countries. Such cash is generally used to fund foreign operations, although it may be used also to repay intercompany indebtedness or similar arrangements. |
Restricted Cash | Restricted Cash At December 31, 2017 and 2016 , the Company had $6,296 and $14,130 , respectively, of restricted cash: December 31, 2017 2016 Collateral for letters of credit - Reinsured claims losses $ — $ 2,265 Escrow/Trust - Reinsured claims losses 6,296 11,865 Restricted cash for reinsured claims losses 6,296 14,130 Less current portion 1,091 3,192 Restricted cash, less current portion $ 5,205 $ 10,938 Of the restricted cash amount at December 31, 2017 and 2016 : • $0 and $2,265 , respectively, served as collateral for irrevocable standby letters of credit to secure any reinsured claims losses under the Company’s reinsurance program; • the remaining $6,296 and $11,865 , respectively, is primarily related to restricted cash held in trusts for reinsurance claims losses under the Company’s historical workers’ compensation, general and professional liability and auto liability reinsurance programs, as well as amounts restricted for withdrawal under our self-insured medical and benefits plans. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected. The Company regularly evaluates its accounts receivable, especially receivables that are past due, and reassesses its allowance for doubtful accounts based on identified customer collection issues. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect. The Company also provides a general allowance, based upon historical experience. Under certain contracts of NET Services, final payment is based on a reconciliation of actual utilization and cost, and the final reconciliation may require a considerable period of time. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense. |
Recoverability of Goodwill | Recoverability of Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , the Company reviews goodwill for impairment annually, or more frequently, if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform the annual goodwill impairment test for all reporting units as of October 1. First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value. We adopted ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) effective April 1, 2017 . ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. Instead, if we deem it necessary to perform the quantitative goodwill impairment test in an annual or interim period, we recognize an impairment charge equal to the excess, if any, of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company estimates the fair value of the Company’s reporting units using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit. As discussed in Note 6, Goodwill and Intangibles , the Company determined that goodwill was impaired for the WD Services segment during the year ended December 31, 2016, and the Company recorded an asset impairment charge related to its goodwill of $5,224 . The Company did no t record any impairment charges for the year ended December 31, 2017. The Company recorded $1,593 of impairment charges related to its Human Services segment during the year ended December 31, 2015 , which is included in "Discontinued operations, net of tax" in the consolidated statements of income. |
Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets | Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 5 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment , the Company reviews the carrying value of long-lived assets or groups of assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset or group of assets is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or group of assets or significant declines in the observable market value of an asset or group of assets. The presence or occurrence of those events indicates that an asset or group of assets may be impaired. In those cases, the Company assesses the recoverability of an asset or group of assets by determining whether the carrying value of the asset or group of assets exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or the primary asset in the group of assets. If such testing indicates the carrying value of the asset or group of assets is not recoverable, the Company estimates the fair value of the asset or group of assets using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets or groups of assets is less than carrying value, the Company records an impairment loss equal to the excess of the carrying value over the estimated fair value. |
Accrued Transportation Costs | Accrued Transportation Costs Eligible members of our customers schedule transportation through the Company’s central reservation system. NET Services generally contracts with third-party providers to provide the transportation. The cost of transportation is recorded in the month the services are rendered, based upon contractual rates and mileage estimates. Transportation providers provide invoices once the trip is completed. Any trips that have not been invoiced require an accrual, based upon the expected cost as well as an estimate for cancellations, as the Company is generally only obligated to pay the transportation provider for completed trips. These estimates are based upon the historical trend associated with each contract’s population and the transportation provider network servicing the program. There may be differences between actual invoiced amounts and estimated costs, and any resulting adjustments are included in expense. |
Deferred Financing Costs and Debt Discounts | Deferred Financing Costs and Debt Discounts The Company capitalizes direct expenses incurred in connection with its credit facilities and other borrowings, and amortizes such expenses over the life of the respective credit facility or other borrowings. Fees charged by lenders on the revolving facility and all fees charged by third parties are recorded as deferred financing costs and fees charged by lenders on term loans are recorded as a debt discount. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. NET Services Capitated contracts. The majority of NET Services revenue is generated under capitated contracts with customers where the Company assumes the responsibility of meeting the covered transportation requirements of a specific geographic population based on per-member per-month fees for the number of members in the customer’s program. Revenue is recognized based on the population served during the period. In some capitated contracts, partial payment is received as a prepayment during the month service is provided. These partial payments may be due back to the customer, or additional payments may be due to the Company, after each reconciliation period, based on a reconciliation of actual utilization and cost compared to the prepayment made. Fee for service contracts. Revenues earned under fee for service (“FFS”) contracts are based upon contractually established billing rates. Revenues are recognized when the service is provided based upon contractual amounts. Flat fee contracts. Revenues earned under flat fee contracts are recognized ratably over the covered service period based upon contractually established fees which do not fluctuate with any changes in the membership population who are eligible to receive the transportation services. For most contracts, the Company arranges for transportation of members through its network of independent transportation providers, whereby it remits payment to the transportation providers. However, for certain contracts, the Company only provides administrative management services to support the customers’ efforts to serve its clients, and the amount of revenue recognized is based upon the management fee earned. WD Services WD Services revenues are primarily generated from providing workforce development and offender rehabilitation services, both of which include employment preparation and placement, apprenticeship and training, youth community service programs and certain health related services to clients on behalf of governmental and private entities. While the specific terms vary by contract and country, the Company often receives four types of revenue streams under contracts with government entities: referral/attachment fees, job placement/job outcome fees, sustainment fees and incentive fees. Referral/attachment fees are typically upfront payments that are payable when a client is referred by the contracting government entity or that client enters the program. Job placement fees are typically payable when a client is employed. Job outcome fees are typically payable when a client attains and holds employment for a specified minimum period of time. Sustainment fees are typically payable when clients maintain a job outcome past specified employment tenure milestones. Incentive fees are generally based upon a calculation that includes a variety of factors and inputs, such as average sustainment rates and client referral rates. Incentive fees vary greatly by contract. Referral/attachment fee revenue is recognized ratably over the period of service, based upon an estimated period of time general services will be provided (i.e. the person is placed in a job or reaches the maximum time period for the program). The estimated period of time services will be rendered is based upon historical data. Job placement, job outcome and sustainment fee revenue is recognized when certain milestones are achieved, and amounts become billable. Incentive fee revenue is generally recognized when fixed and determinable, frequently at the end of the cumulative calculation period, unless contractual terms allow for earned payments on a fixed or ratable basis. Revenue is also earned under fixed FFS arrangements, based upon contractual rates established at the outset of the contract or the applicable contract year, although the rate may be prospectively adjusted during the contract year based upon actual volumes. If the rate is adjusted but the Company is unable to adjust its costs accordingly, or if the volume or types of referrals are lower than estimated, our profitability may be negatively impacted. Volume levels are typically not guaranteed under contracts. Deferred Revenue At times we may receive funding for certain services in advance of services being rendered. These amounts are reflected in the consolidated balance sheets as “Deferred revenue” until the services are rendered. |
Stock-Based Compensation | Stock-Based Compensation The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share based payments at fair value. • The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of non-vested restricted stock grants is determined based on the closing market price of the Company’s Common Stock on the date of grant. Stock-based compensation expense charged against income for stock options and stock grants is based on the grant-date fair value. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period. • The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date. • Performance-based RSUs vest upon achievement of certain company specific performance conditions. On the date of grant, the Company determines the fair value of the performance-based award using the fair value of the Company’s Common Stock at that time and it assesses whether it is probable that the performance targets will be achieved. If assessed as probable, the Company records compensation expense for these awards over the requisite service period. At each reporting period, the Company reassesses the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. • The Company calculates the fair value of market-based stock awards, including the Company’s 2015 Holding Company LTI Program (the “HoldCo LTIP”) awards, using the Monte-Carlo simulation valuation model. Forfeitures are recorded as they occur. Compensation expense for market-based awards is recognized over the requisite service period regardless of whether the market conditions are expected to be achieved. |
Income Taxes | Income Taxes Deferred income taxes are determined by the liability method in accordance with ASC Topic 740 - Income Taxes . Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company has recorded a valuation allowance which includes amounts for net operating losses and tax credit carryforwards, as more fully described in Note 17, Income Taxes, for which the Company has concluded that it is more likely than not that these net operating loss and tax credit carryforwards will not be realized in the ordinary course of operations. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements. |
Foreign Currency Translation | Foreign Currency Translation Local currencies generally are considered the functional currencies outside the U.S. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at the average exchange rate for each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive loss, net of tax, in stockholders’ equity within the consolidated balance sheets. |
Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs | Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under reinsurance programs primarily through the Company’s wholly-owned subsidiary, Social Services Providers Captive Insurance Company (“SPCIC”), a licensed captive insurance company domiciled in the State of Arizona. As of May 16, 2017, SPCIC did not renew the expiring reinsurance policies. SPCIC will continue to resolve claims under the historical policy years. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to historical automobile, general and professional and workers’ compensation liability reinsurance policies, including the estimated losses in excess of SPCIC’s insurance limits, which would be reimbursed to SPCIC to the extent such losses were incurred. As of December 31, 2017 and 2016 , the Company had reserves of $6,699 and $11,240 , respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies, net of expected receivables for losses in excess of SPCIC’s historical insurance limits. The gross reserve as of December 31, 2017 and 2016 of $12,448 and $16,505 , respectively, is classified as “Reinsurance liability reserves” and “Other long-term liabilities” in the consolidated balance sheets. The estimated amount to be reimbursed to SPCIC as of December 31, 2017 and 2016 was $5,749 and $5,265 , respectively, and is classified as “Other receivables” and “Other assets” in the consolidated balance sheets. The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $275 per person, subject to an aggregating stop-loss limit of $400 . In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2017 and 2016 , the Company had $2,229 and $3,022 , respectively, in reserve for its self-funded health insurance programs. The reserves are classified as “Reinsurance and related liability reserves” in the consolidated balance sheets. The Company utilizes analysis prepared by third-party administrators and independent actuaries based on historical claims information with respect to the general and professional liability coverage, workers’ compensation coverage, automobile liability, automobile physical damage, and health insurance coverage to determine the amount of required reserves. The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. |
Restructuring, Redundancy and Related Reorganization Costs | Restructuring, Redundancy and Related Reorganization Costs The Company has engaged in employee headcount optimization actions within the WD Services segment which require management to estimate the timing and amount of severance and other employee separation costs for workforce reduction. The Company accrues for severance and other employee separation costs under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. The amounts used in determining severance accruals are based on an estimate of the salaries and related benefit costs payable under existing plans, and are included in accrued expenses to the extent they have not been paid. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent the noncontrolling holders’ percentage share of income or losses from a subsidiary in which the Company holds a majority, but less than 100% , ownership interest and the results of which are consolidated and included in the Company’s consolidated financial statements. The Company has a 90% ownership in The Reducing Reoffending Partnership Limited, which commenced operations in 2015. |
Discontinued Operations | Discontinued Operations In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. See Note 20, Discontinued Operations, for a summary of discontinued operations. |
Earnings Per Share | Earnings Per Share The Company computes basic earnings per share by taking net income attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 14, Earnings Per Share . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company discloses the fair value of its financial instruments based on the fair value hierarchy using the following three categories: Level 1 – Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company may be required to pay additional consideration in relation to certain acquisitions based on the achievement of certain earnings targets. Acquisition-related contingent consideration is initially measured and recorded at fair value as an element of consideration paid in connection with an acquisition with subsequent adjustments recognized in “General and administrative expense” in the consolidated statements of income. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value using a discounted probability-weighted approach. This approach takes into consideration Level 3 unobservable inputs including probability assessments of expected future cash flows over the period in which the obligation is expected to be settled and applies a discount factor that captures the uncertainties associated with the obligation. Changes in these unobservable inputs could significantly impact the fair value of the obligation recorded in the accompanying consolidated balance sheets and operating expenses in the consolidated statements of income. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair value because of the relatively short-term maturity of these instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the year ended December 31, 2017 : In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which changes how deferred taxes are classified on organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The Company adopted ASU 2015-17 retrospectively on January 1, 2017, which resulted in the reclassification of the December 31, 2016 deferred tax assets-current balance of $6,825 and non-current deferred tax assets of $2,493 to long-term deferred tax liabilities in the amount of $9,318 . In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”). ASU 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 instead specifies that the investor should add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and apply the equity method of accounting as of the date the investment became qualified for equity method accounting. ASU 2016-07 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 and should be applied prospectively. The Company adopted ASU 2016-07 on January 1, 2017. The adoption of ASU 2016-07 had no impact on the Company’s financial statements or disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU 2016-09 on January 1, 2017, and elected to recognize forfeitures as they occur. As a result, the Company recorded a cumulative effect adjustment of $850 to retained earnings as of January 1, 2017. Upon adoption, all excess tax benefits and tax deficiencies related to employee share-based payments are recognized through income tax expense prospectively. The Company excluded the related tax benefits when applying the treasury stock method for computing diluted shares outstanding on a prospective basis resulting in a decrease in diluted weighted average shares outstanding of 4,642 shares for the year ended December 31, 2017 . The adoption of ASU 2016-09 subjects our tax rate to quarterly volatility from the effects of stock award exercises and vesting activities, including the adverse impact on our income tax provision for awards which result in a tax deduction less than the amount recorded for financial reporting purposes based upon the fair value of the award at the grant date. For the year ended December 31, 2017 , the Company recorded excess tax deficiencies, net, of $3,604 as an increase to the provision for income taxes. This deficiency primarily related to the Company's Holdco LTIP. As further explained in Note 12, Stock-Based Compensation and Similar Arrangements , no shares were distributed under the Company’s HoldCo LTIP as the volume weighted average of Providence’s stock price over the 90-day trading period ended on December 31, 2017 did not exceed $56.79 . As this market condition was not satisfied, a related tax deficiency was recognized during the year ended December 31, 2017 of $3,590 . The Company elected to apply the change in classification of cash flows resulting from excess tax benefits or deficiencies on a retrospective basis. This resulted in an increase in cash flows provided by operating activities of $282 , offset by an increase of $282 in cash flows used in financing activities in the consolidated statement of cash flows for the year ended December 31, 2016, and an increase in cash flows provided by operating activities of $2,857 , offset by an increase of $2,857 in cash flows used in financing activities in the consolidated statement of cash flows for the year ended December 31, 2015. Additionally, ASU 2016-09 requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the consolidated statements of cash flows, which is how the Company has historically classified these amounts. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted ASU 2017-01 on April 1, 2017. The adoption of ASU 2017-01 had no impact on the Company’s financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323) (“ASU 2017-03”). ASU 2017-03 expands required qualitative disclosures when registrants cannot reasonably estimate the impact that adoption of an ASU will have on the financial statements. Such qualitative disclosures would include a comparison of the registrant’s new accounting policies, if determined, to current accounting policies, a description of the status of the registrant’s process to implement the new standard and a description of the significant implementation matters yet to be addressed by the registrant. The Company implemented ASU 2016-15 in its consolidated financial statements for the year ended December 31, 2017 resulting in enhanced qualitative disclosures regarding future adoption of new ASUs. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) . ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company adopted ASU 2017-04 on April 1, 2017. The adoption of ASU 2017-04 had no impact on the Company’s financial statements or disclosures. Recent accounting pronouncements that were not yet adopted by the Company through December 31, 2017 are as follows: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 introduced FASB Accounting Standards Codification Topic 606 (“ASC 606”), which will replace most currently applicable existing revenue recognition guidance and is intended to improve and converge with international standards the financial reporting requirements for revenue from contracts with customers. The core principle of ASC 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASC 606 also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 allows for adoption either on a full retrospective basis to each prior reporting period presented or on a modified retrospective basis with the cumulative effect of initially applying the new guidance recognized at the date of initial application, which is effective for the Company on January 1, 2018. The Company has substantially completed its adoption plan, under which it performed conceptual and detailed contract reviews to determine the impact of ASC 606 on its financial statements, internal controls and operational processes. The guidance in ASC 606 on the following topics was critical to the Company’s analysis: • the effect of specified clauses on the term of many of the Company’s contracts with customers; • the nature of the promises in many of the Company’s contracts with customers to perform integrated services over a period of time; • whether and how much variable consideration to include when determining the transaction prices for its contracts with customers; • whether any of the Company’s customer contracts require performance over a series of distinct service periods and the impact on determining and allocating the transaction price; and • the manner in which the Company will measure its progress towards fully satisfying its performance obligations, including a determination of whether the Company may be able to use certain practical expedients. The impact of adoption on revenue for each segment is as follows: NET Services – For non-emergency transportation solutions, the Company will primarily use the right-to-invoice practical expedient to account for revenue when the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date. This is consistent with the Company’s current revenue recognition policy. The only impact identified for NET Services is the presentation of one contract on a net basis which is currently accounted for on a gross basis, as the Company does not control the service, as defined under the new standard. WD Services – WD Services has a number of contracts which include variable consideration, whereby it earns revenues if certain contractually defined outcomes occur in the future. When the related performance obligations are satisfied over time, the Company will recognize revenue in the proportion that the outcome has been earned based on services provided. The amount of revenue is based upon the Company’s estimate of the final amount of outcome fees to be earned. The Company will evaluate probability using either the expected value method or the most likely amount method, as appropriate. At each reporting period, the Company will update its estimate of outcome fees, based upon actual results as well as refined estimates of future results, and will record an adjustment to revenue, based upon services performed to date. Under the new standard, the Company may recognize revenues for outcome fees earlier under the new standard, as revenue is currently recognized upon the final resolution of the contingency, i.e. the outcome is able to be invoiced. However, under certain contracts the Company receives up-front fees, which may be recognized over a longer period under the new standard as compared to current guidance. As of adoption, such impacts are not material to the consolidated financial statements. The new standard will require the Company to recognize contract assets and liabilities on its balance sheet as appropriate. Additionally, the Company will be required to make additional disclosures about the nature of its contracts and the related performance obligations. The Company is in its final stages of quantifying the financial impacts of the new guidance based on the contracts that exist at the date of adoption, as well as evaluating presentation of our revenues and required enhancements to disclosures. We have implemented both process and information systems changes to identify and assess contracts that are impacted by the new revenue recognition criteria and accumulate data to satisfy new disclosure requirements. As discussed above, we expect the new standard will have an immaterial impact on our consolidated financial statements, other than increased disclosures, upon adoption. Changes to revenue recognition as a result of applying the new standard will largely arise from outcome fees as described above, as well as the timing of revenue recognition for up-front fees. The Company will use the modified retrospective adoption method, and plans to adopt the standard on January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 introduced FASB Accounting Standards Codification Topic 842 (“ASC 842”), which will replace ASC 840, Leases . Under ASC 842, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for publicly held entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does not require transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not entered into significant lease agreements in which it is the lessor; however, the Company does have lease agreements in which it is the lessee. The Company is assessing the impact of applying ASC 842 to its lease agreements. It is in the process of developing an adoption plan, assembling a cross-functional project team and assessing the impacts of applying ASC 842 to the Company’s financial statements, information systems and internal controls. The assessment of applying ASU 2016-02 is ongoing and, therefore, the Company has not yet determined whether the impacts will be material to the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). The amendments in ASU 2016-13 will supersede or clarify much of the existing guidance for reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The amendments in ASU 2016-13 affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company has not evaluated the impact of ASU 2016-13 on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance for eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company will adopt ASU 2016-15 on January 1, 2018. The adoption is not expected to have a significant impact on the Company's consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period; however, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. ASU 2016-18 must be adopted retrospectively. The Company will adopt ASU 2016-15 on January 1, 2018. The adoption will impact the Company's consolidated statements of cash flow as the Company has restricted cash totaling $6,296 at December 31, 2017. Additionally, the Company will be required to make additional disclosures detailing the balance sheet line items that are included in the sum of cash, cash equivalents and restricted cash in the consolidated statements of cash flow. In May 2017, the FASB issued ASU No. 2017-09, Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 provides guidance about which changes to the terms of a share-based payment award should be accounted for as a modification. A change to an award should be accounted for as a modification unless the fair value of the modified award is the same as the original award, the vesting conditions do not change, and the classification as an equity or liability instrument does not change. This guidance is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company will adopt ASU 2016-15 on January 1, 2018. The adoption of ASU 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici35
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash | At December 31, 2017 and 2016 , the Company had $6,296 and $14,130 , respectively, of restricted cash: December 31, 2017 2016 Collateral for letters of credit - Reinsured claims losses $ — $ 2,265 Escrow/Trust - Reinsured claims losses 6,296 11,865 Restricted cash for reinsured claims losses 6,296 14,130 Less current portion 1,091 3,192 Restricted cash, less current portion $ 5,205 $ 10,938 |
Equity Investment (Tables)
Equity Investment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Matrix | |
Schedule of Investments [Line Items] | |
Income Statement And Balance Sheet Disclosure | Summary financial information for Matrix on a standalone basis is as follows: December 31, 2017 2016 Current assets $ 37,563 $ 28,589 Long-term assets 597,613 614,841 Current liabilities 27,718 25,791 Long-term liabilities 240,513 281,348 Twelve months ended December 31, 2017 October 19, 2016 through December 31, 2016 Revenue $ 227,872 $ 41,635 Operating income (loss) 11,870 (4,079 ) Net income (loss) 26,665 (4,200 ) |
Mission Providence | |
Schedule of Investments [Line Items] | |
Income Statement And Balance Sheet Disclosure | Summary financial information for Mission Providence on a standalone basis is as follows: December 31, 2016 Current assets $ 4,640 Long-term assets 10,473 Current liabilities 12,844 Long-term liabilities 1,655 Nine months ended September 30, 2017 Twelve months ended December 31, 2016 Revenue $ 30,125 $ 36,546 Operating loss (1,765 ) (9,664 ) Net loss (1,934 ) (8,843 ) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other were comprised of the following: December 31, 2017 2016 Prepaid income taxes $ 1,106 $ 1,467 Escrow funds 10,000 10,000 Prepaid insurance 2,121 3,153 Prepaid taxes and licenses 906 3,570 Note receivable 3,224 3,130 Prepaid rent 2,268 2,013 Deposits held for leased premises and bonds 2,849 2,609 Other 12,769 11,953 Total prepaid expenses and other $ 35,243 $ 37,895 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated Useful December 31, Life (years) 2017 2016 Computer and telecom equipment 3 — 5 $ 35,915 $ 31,854 Software 3 — 5 32,989 26,883 Leasehold improvements Shorter of 7 years or lease term 17,890 16,720 Furniture and fixtures 5 — 10 6,416 8,070 Automobiles 5 3,797 3,597 Construction and development in progress N/A 13,384 5,831 110,391 92,955 Less accumulated depreciation 60,014 46,735 Total property and equipment, net $ 50,377 $ 46,220 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in goodwill were as follows: NET Services WD Services Consolidated Total Balances at December 31, 2015 Goodwill $ 191,215 $ 40,784 $ 231,999 Accumulated impairment losses (96,000 ) (6,041 ) (102,041 ) 95,215 34,743 129,958 Asset impairment charge — (5,224 ) (5,224 ) Foreign currency translation adjustment — (5,110 ) (5,110 ) Balances at December 31, 2016 Goodwill 191,215 35,674 226,889 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) 95,215 24,409 119,624 Foreign currency translation adjustment — 2,044 2,044 Balances at December 31, 2017 Goodwill 191,215 37,718 228,933 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) $ 95,215 $ 26,453 $ 121,668 |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following: December 31, 2017 2016 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 15 $ 48,128 $ (33,136 ) $ 48,020 $ (29,941 ) Customer relationships 10 30,583 (11,871 ) 27,915 (8,147 ) Trademarks and Trade Names 10 14,525 (5,205 ) 13,282 (3,431 ) Developed technology 5 3,228 (2,313 ) 2,951 (1,525 ) Total $ 96,464 $ (52,525 ) $ 92,168 $ (43,044 ) |
Future Amortization Expense | The total amortization expense is estimated to be as follows for the next five years and thereafter as of December 31, 2017 based upon the applicable foreign exchange rates as of December 31, 2017 : Year Amount 2018 $ 8,126 2019 7,749 2020 7,473 2021 7,387 2022 7,025 Thereafter 6,179 Total $ 43,939 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: December 31, 2017 2016 Accrued compensation and related $ 33,653 $ 23,050 NET Services accrued contract payments 17,487 32,836 Accrued settlement 15,000 6,000 Income taxes payable 3,723 372 Other 33,975 40,123 Total accrued expenses $ 103,838 $ 102,381 |
Restructuring, Redundancy and41
Restructuring, Redundancy and Related Reorganization Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Summary of Severance and Related Charges January 1, 2017 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments December 31, 2017 Ingeus Futures' Program $ 2,486 $ 1,223 $ (3,386 ) $ 159 $ 482 Offender Rehabilitation Program 1,380 (40 ) (1,357 ) 17 — UK Restructuring Program 50 (53 ) — 3 — Delivery First Program — 1,447 (184 ) 24 1,287 Total $ 3,916 $ 2,577 $ (4,927 ) $ 203 $ 1,769 January 1, 2016 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments December 31, 2016 Ingeus Futures' Program $ — $ 2,515 $ — $ (29 ) $ 2,486 Offender Rehabilitation Program 6,538 4,865 (8,924 ) (1,099 ) 1,380 UK Restructuring Program 2,059 1,131 (3,031 ) (109 ) 50 Total $ 8,597 $ 8,511 $ (11,955 ) $ (1,237 ) $ 3,916 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule of Long-Term Debt | The Company’s long-term obligations were as follows: December 31, December 31, $200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2018 $ — $ — Capital lease obligations 2,984 3,611 2,984 3,611 Less current portion of capital lease obligations 2,400 1,721 Total long-term obligations, less current portion $ 584 $ 1,890 |
Schedule of Maturities of Long-Term Debt | Annual maturities of capital lease obligations as of December 31, 2017 are as follows: Year Amount 2018 $ 2,400 2019 504 2020 80 Total $ 2,984 |
Convertible Preferred Stock, 43
Convertible Preferred Stock, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock Activity | The following table summarizes the Preferred Stock activity for the years ended December 31, 2017 and 2016 : Dollar Value Share Count Balance at December 31, 2015 $ 77,576 803,518 Conversion to common stock (12 ) (120 ) Allocation of issuance costs 1 — Balance at December 31, 2016 $ 77,565 803,398 Conversion to common stock (20 ) (198 ) Allocation of issuance costs 1 — Balance at December 31, 2017 $ 77,546 803,200 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Reserve | The following table reflects the total number of shares of the Company’s Common Stock reserved for future issuance as of December 31, 2017 : Shares of common stock reserved for: Exercise of stock options and restricted stock awards 681,608 Conversion of preferred stock to common stock 2,014,042 Issuance of Performance Restricted Stock Units 18,122 Total shares of common stock reserved for future issuance 2,713,772 |
Stock-Based Compensation and 45
Stock-Based Compensation and Similar Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of 2006 Plan Activity | The following table summarizes the activity under the 2006 Plan as of December 31, 2017 : Number of shares of the Company's Common Stock authorized for Number of shares of the Company's Common Stock remaining for Number of shares of the Company's Common Stock subject to issuance future grants Stock Options Stock Grants 2006 Plan 5,400,000 1,938,666 606,695 111,157 |
Schedule of Stock-Based Compensation | The following table reflects the amount of stock-based compensation, for share settled awards issued to employees and non-employee directors, recorded in each financial statement line item for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 2016 2015 Service expense $ 491 $ 830 $ 21,480 General and administrative expense 7,052 4,324 5,027 Equity in net (gain) loss of investees 76 18 — Discontinued operations, net of tax — (18 ) 115 Total stock-based compensation $ 7,619 $ 5,154 $ 26,622 |
Stock-Based Compensation Included in Service Expense | Stock-based compensation included in service expense is related to the following segments: Year Ended December 31, 2017 2016 2015 NET Services $ 434 $ 841 $ 724 WD Services (a) 57 (11 ) 20,756 Total stock-based compensation in service expense $ 491 $ 830 $ 21,480 (a) WD Services includes $16,078 for the year ended December 31, 2015 related to the acceleration of awards pursuant to the separation agreements for two executives. The amounts above exclude tax benefits of $2,885 , $2,072 and $2,322 for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Schedule of Stock-Based Compensation Valuation Assumptions | The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2017 and 2015: Year Ended December 31, 2017 2015 Expected dividend yield 0.0% 0.0% Expected stock price volatility 19.45% — 42.95% 33.8% — 46.14% Risk-free interest rate 0.95% — 2.23% 0.4% — 1.35% Expected life of options (years) 0.03 — 6.50 0.03 — 4.00 |
Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2017 : Year ended December 31, 2017 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period 355,598 $ 33.48 Granted 371,775 57.08 Exercised (115,825 ) 29.77 Forfeited/Cancelled (854 ) 46.44 Expired (3,999 ) 24.59 Outstanding at end of period 606,695 $ 48.70 2.62 $ 6,705 Vested or expected to vest at end of period 606,695 $ 48.70 2.62 $ 6,705 Exercisable at end of period 357,984 $ 44.65 2.10 $ 5,508 |
Weighted-Average Grant Date Fair Value, Total Intrinsic Value, and Cash Received | The weighted-average grant-date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2017 , 2016 and 2015 were as follows: Year ended December 31, 2017 2016 2015 Weighted-average grant date fair value per share $ 9.05 $ — $ 8.77 Options exercised: Total intrinsic value $ 2,010 $ 979 $ 6,659 Cash received $ 1,921 $ 4,108 $ 4,894 |
Restricted Stock Activity | The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2017 : Shares Weighted-average grant date fair value Non-vested at beginning of period 72,198 $ 44.44 Granted 33,420 $ 43.91 Vested (36,623 ) $ 43.42 Forfeited or cancelled (4,216 ) $ 47.17 Non-vested at end of period 64,779 $ 44.82 |
Stock Appreciation Rights Fair Value Assumptions | The fair value of the SOEUs was estimated as of December 31, 2017 , 2016 and 2015 using the Black-Scholes option-pricing formula and amortized over the option’s graded vesting periods with the following assumptions: Year ended December 31, 2017 2016 2015 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 23.36% — 32.09% 35.71% — 41.82% 43.75% — 45.3% Risk-free interest rate 1.75% — 1.95% 1.11% — 1.64% 1.2% — 1.70% Expected life of options (in years) 0.75 — 2.75 1.0 — 3.00 2.75 — 4.75 |
Performance Share, Fair Value Assumptions | The fair value of the awards granted in 2016 and 2015 were estimated using the following assumptions: Year ended December 31, 2016 2015 Forward interest rate 0.24% — 2.71% 0.04% — 2.90% Expected Volatility 40.0% 45.0% Dividend Yield —% —% Fair Value of Total Pool $12,870 $12,590 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table details the computation of basic and diluted earnings per share: Year ended December 31, 2017 2016 2015 Numerator: Net income attributable to Providence $ 53,369 $ 91,928 $ 83,696 Less dividends on convertible preferred stock (4,419 ) (4,419 ) (3,935 ) Less accretion of convertible preferred stock discount — — (1,071 ) Less income allocated to participating securities (7,085 ) (13,135 ) (10,691 ) Net income available to common stockholders $ 41,865 $ 74,374 $ 67,999 Continuing operations $ 47,848 $ (21,251 ) $ (29,181 ) Discontinued operations (5,983 ) 95,625 97,180 $ 41,865 $ 74,374 $ 67,999 Denominator: Denominator for basic earnings per share -- weighted-average shares 13,602,140 14,666,896 15,960,905 Effect of dilutive securities: Common stock options 66,314 — — Performance-based restricted stock units 4,860 — — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,673,314 14,666,896 15,960,905 Basic earnings (loss) per share: Continuing operations $ 3.52 $ (1.45 ) $ (1.83 ) Discontinued operations (0.44 ) 6.52 6.09 $ 3.08 $ 5.07 $ 4.26 Diluted earnings (loss) per share: Continuing operations $ 3.50 $ (1.45 ) $ (1.83 ) Discontinued operations (0.44 ) 6.52 6.09 $ 3.06 $ 5.07 $ 4.26 |
Schedule of Antidilutive Securities | The following weighted-average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive: Year ended December 31, 2017 2016 2015 Stock options to purchase common stock 362,392 22,638 173,925 Convertible preferred stock 803,323 803,442 700,241 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Future Minimum Lease Payments | Future minimum payments under non-cancelable operating leases for equipment and property with initial terms of one year or more consisted of the following at December 31, 2017 : Operating Leases 2018 $ 20,875 2019 13,376 2020 9,738 2021 8,022 2022 6,142 Thereafter 3,939 Total future minimum lease payments $ 62,092 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
U.S. and Foreign Income (Loss) From Continuing Operations | The following table summarizes our U.S. and foreign income (loss) from continuing operations before income taxes: Year Ended December 31, 2017 2016 2015 US 48,719 65,559 43,598 Foreign 15,485 (67,437 ) (53,692 ) Total $ 64,204 $ (1,878 ) $ (10,094 ) |
Schedule of Federal, State and Foreign Income Tax Provision | The federal, state and foreign income tax provision is summarized as follows: Year Ended December 31, 2017 2016 2015 Federal: Current $ 18,792 $ 21,202 $ 15,161 Deferred (19,767 ) (6,477 ) (1,606 ) (975 ) 14,725 13,555 State: Current 3,975 4,580 2,644 Deferred 723 (938 ) (38 ) 4,698 3,642 2,606 Foreign: Current 1,197 266 523 Deferred (519 ) (1,597 ) (2,101 ) 678 (1,331 ) (1,578 ) Total provision for income taxes $ 4,401 $ 17,036 $ 14,583 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income (loss) from continuing operations before income taxes is as follows: Year Ended December 31, 2017 2016 2015 Federal statutory rates 35 % 35 % 35 % Federal income tax at statutory rates $ 22,471 $ (657 ) $ (3,533 ) Revaluation of net deferred tax liabilities due to U.S. tax reform (19,397 ) — — U.S. tax reform impact on equity income of investee (1,646 ) — — Change in valuation allowance 2,299 9,480 3,574 Change in uncertain tax positions 7 73 (76 ) State income taxes, net of federal benefit 3,203 2,396 1,785 Difference between federal statutory and foreign tax rate (1,648 ) 9,427 4,642 Stock compensation 3,400 — (184 ) Meals and entertainment 100 96 81 Amortization of deferred consideration — — 9,444 Transaction costs 159 — (447 ) Contingent consideration liability reversal — — (854 ) Nontaxable income (1,203 ) — (965 ) Tax credits (354 ) (947 ) (456 ) Legal expense (805 ) 522 284 Depreciation — — 649 Equity in net loss of investee 569 624 366 Sale of joint venture (6,021 ) — — Asset impairment — 2,353 — Foreign exchange 2,925 (7,001 ) — Other 342 670 273 Provision for income taxes $ 4,401 $ 17,036 $ 14,583 Effective income tax rate 7 % (907 )% (144 )% |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 20,496 $ 17,742 Tax credit carryforwards 486 399 Accounts receivable allowance 1,134 1,341 Accrued items and reserves 14,371 18,669 Stock compensation 1,480 4,224 Deferred rent 572 915 Property and equipment depreciation 300 — Other 173 180 39,012 43,470 Deferred tax liabilities: Deferred financing costs 38 154 Prepaids 1,440 2,103 Property and equipment depreciation — 1,238 Goodwill and intangibles amortization 5,809 9,568 Equity investment 42,113 59,244 Other 205 203 49,605 72,510 Net deferred tax liabilities (10,593 ) (29,040 ) Less valuation allowance (26,402 ) (27,423 ) Net deferred tax liabilities $ (36,995 ) $ (56,463 ) Net noncurrent deferred tax assets, net of valuation allowance of $26,402 and $27,423 for 2017 and 2016, respectively 4,632 1,510 Net noncurrent deferred tax liabilities, net of valuation allowance of $0 and $0 for 2017 and 2016, respectively (41,627 ) (57,973 ) $ (36,995 ) $ (56,463 ) |
Summary of Operating Loss Carryforwards | At December 31, 2017 , the Company had no federal or state net operating loss carryforwards. The Company had net operating loss carryforwards in the following countries which can be carried forward indefinitely: Australia $ 41,256 Canada 728 France 3,882 Saudi Arabia 82 UK 40,090 |
Unrecognized Tax Benefits Rollforward | A reconciliation of the liability for unrecognized income tax benefits is as follows: December 31, 2017 2016 2015 Unrecognized tax benefits, beginning of year $ 1,108 $ 271 $ 347 Balance upon acquisition/disposition — 764 — Increase (decrease) related to prior year positions 22 37 (47 ) Increase related to current year tax positions 101 139 48 Statute of limitations expiration (116 ) (103 ) (77 ) Unrecognized tax benefits, end of year $ 1,115 $ 1,108 $ 271 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Operations Classified as Discontinued Operations | The following table summarizes the results of operations classified as discontinued operations, net of tax, for the years ended December 31, 2017 , 2016 and 2015 . The HA Services segment column in the table below for the year ended December 31, 2016 reflects the financial results for HA Services from January 1, 2016 through October 19, 2016. Year ended December 31, 2017 Human Services Segment HA Services Segment Total Discontinued Operations Operating expenses: General and administrative expense $ 9,674 $ — $ 9,674 Total operating expenses 9,674 — 9,674 Loss from discontinued operations before income taxes (9,674 ) — (9,674 ) Income tax benefit 3,691 — 3,691 Discontinued operations, net of tax $ (5,983 ) $ — $ (5,983 ) Year ended December 31, 2016 Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ — $ 166,090 $ 166,090 Operating expenses: Service expense — 120,906 120,906 General and administrative expense 7,966 2,148 10,114 Depreciation and amortization — 21,121 21,121 Total operating expenses 7,966 144,175 152,141 Operating income (loss) (7,966 ) 21,915 13,949 Other expenses: Write-off of deferred financing fees — 2,302 2,302 Interest expense, net — 9,929 9,929 Income (loss) from discontinued operations before gain on disposition and income taxes (7,966 ) 9,684 1,718 Gain on disposition — 167,895 167,895 (Provision) benefit for income taxes 2,401 (63,254 ) (60,853 ) Discontinued operations, net of tax $ (5,565 ) $ 114,325 $ 108,760 Year ended December 31, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ 291,510 $ 217,436 $ 508,946 Operating expenses: Service expense 264,293 163,211 427,504 General and administrative expense 14,975 2,630 17,605 Asset impairment charge 1,593 — 1,593 Depreciation and amortization 4,831 29,472 34,303 Total operating expenses 285,692 195,313 481,005 Operating income 5,818 22,123 27,941 Other expenses: Interest expense, net 2,829 14,359 17,188 Income from discontinued operations before gain on disposition and income taxes 2,989 7,764 10,753 Gain on disposition 123,129 — 123,129 Provision for income taxes (24,318 ) (1,693 ) (26,011 ) Discontinued operations, net of tax $ 101,800 $ 6,071 $ 107,871 |
Summary of Allocated Interest Expense | The total allocated interest expense for the years ended December 31, 2016 and 2015 is as follows: Year ended December 31, 2016 2015 Human Services Segment $ — $ 2,871 HA Services Segment 9,939 14,376 Total $ 9,939 $ 17,247 |
Schedule of Cash Flow from Discontinued Operating Activities | The following table presents depreciation, amortization, capital expenditures and significant operating noncash items of the discontinued operations for the years ended December 31, 2016 and 2015 : For the year ended December 31, 2016 Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ — $ 3,661 $ 3,661 Amortization — 17,460 17,460 Stock-based compensation — (18 ) (18 ) Deferred income taxes — 52,338 52,338 Cash flows from discontinued investing activities: Purchase of property and equipment $ — $ 9,174 $ 9,174 For the year ended December 31, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ 2,376 $ 3,370 $ 5,746 Amortization 2,455 26,102 28,557 Asset impairment charge 1,593 — 1,593 Stock-based compensation 7 108 115 Deferred income taxes (5,680 ) 730 (4,950 ) Cash flows from discontinued investing activities: Purchase of property and equipment $ 2,224 $ 8,079 $ 10,303 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Financial Information Attributable to the Company's Business Segments | The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2017 , 2016 and 2015 . Year Ended December 31, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,318,220 $ 305,662 $ — $ — $ 1,623,882 Service expense 1,227,426 265,417 — (3,799 ) 1,489,044 General and administrative expense 11,779 25,438 — 35,119 72,336 Depreciation and amortization 13,275 12,851 — 343 26,469 Operating income (loss) $ 65,740 $ 1,956 $ — $ (31,663 ) $ 36,033 Equity in net (gain) loss of investees $ — $ 1,391 $ (13,445 ) $ — $ (12,054 ) Investment in equity method investee $ — $ 213 $ 169,699 $ — $ 169,912 Total assets $ 294,127 $ 184,805 $ 169,699 $ 55,459 $ 704,090 Long-lived asset expenditures $ 15,319 $ 4,527 $ — $ 77 $ 19,923 Year Ended December 31, 2016 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,233,720 $ 344,403 $ — $ 122 $ 1,578,245 Service expense 1,132,857 320,147 — (894 ) 1,452,110 General and administrative expense 11,406 30,300 — 28,205 69,911 Asset impairment charge — 19,588 — 1,415 21,003 Depreciation and amortization 12,375 13,824 — 405 26,604 Operating income (loss) $ 77,082 $ (39,456 ) $ — $ (29,009 ) $ 8,617 Equity in net (gain) loss of investees $ — $ 8,498 $ 1,789 $ — $ 10,287 Investment in equity method investee $ — $ 4,161 $ 157,202 $ — $ 161,363 Total assets $ 313,371 $ 160,152 $ 157,202 $ 54,554 $ 685,279 Long-lived asset expenditures $ 10,845 $ 19,810 $ — $ 1,387 $ 32,042 Year Ended December 31, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 1,083,015 $ 395,059 $ (64 ) $ 1,478,010 Service expense 991,659 393,803 (4,308 ) 1,381,154 General and administrative expense 10,704 29,846 30,436 70,986 Depreciation and amortization 9,429 13,776 793 23,998 Operating income (loss) $ 71,223 $ (42,366 ) $ (26,985 ) $ 1,872 Equity in net (gain) loss of investees $ — $ 10,970 $ — $ 10,970 Long-lived asset expenditures $ 12,232 $ 11,869 $ 668 $ 24,769 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table details the Company’s revenue from continuing operations and long-lived assets by geographic location. For the year ended December 31, 2017 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,335,389 $ 187,655 $ 100,838 $ 1,623,882 Long-lived assets (a) 37,700 9,354 3,323 50,377 For the year ended December 31, 2016 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,250,043 $ 235,061 $ 93,141 $ 1,578,245 Long-lived assets (a) 32,007 9,823 4,390 46,220 For the year ended December 31, 2015 United States United Kingdom Other Foreign Consolidated Total Service revenue, net $ 1,099,918 $ 298,386 $ 79,706 $ 1,478,010 (a) Represents property and equipment, net. |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The quarterly consolidated financial statements presented below reflect HA Services and Human Services as discontinued operations for all periods presented. Quarter ended March 31, June 30, September 30, December 31, Service revenue, net $ 399,494 $ 407,983 $ 409,517 $ 406,888 Operating Income 6,788 5,999 6,309 16,937 Income from continuing operations, net of tax 1,915 3,858 14,964 39,066 Discontinued operations, net of tax (5,866 ) (117 ) (16 ) 16 Net income (loss) attributable to Providence (4,325 ) 3,915 14,853 38,926 Earnings (loss) per common share (10): Basic $ (0.40 ) $ 0.18 $ 0.88 $ 2.43 Diluted $ (0.40 ) $ 0.18 $ 0.88 $ 2.41 Quarter ended March 31, June 30, September 30, December 31, Service revenue, net $ 382,036 $ 398,119 $ 412,271 $ 385,819 Operating Income (loss) 8,304 6,712 9,793 (16,192 ) Income (loss) from continuing operations, net of tax 1,376 1,624 3,743 (25,657 ) Discontinued operations, net of tax 753 2,370 (2,791 ) 108,428 Net income attributable to Providence 2,235 4,623 650 84,420 Earnings (loss) per common share (10): Basic $ 0.07 $ 0.21 $ (0.05 ) $ 4.92 Diluted $ 0.07 $ 0.21 $ (0.05 ) $ 4.92 (1) The Company recorded expenses, net of tax, of $5,866 in Discontinued operations, net of tax, in the quarter ending March 31, 2017 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter. (2) The Company recorded a gain on sale of equity investment of $12,606 , net of tax, related to the sale of its equity interest in Mission Providence during the quarter ended September 30, 2017. During the quarter ended December 31, 2017, the Company recorded a reduction to the gain on sale of $229 , related to the finalization of the working capital adjustment per the sale agreement. (3) Operating income for the quarter ended December 31, 2017 increased as compared to the prior quarters in 2017 as a result of a decrease in service expense as a percentage of revenue for NET Services and WD Services. This was primarily a result of lower operating costs of both segments as well as certain NET Services contractual adjustments recorded in the fourth quarter of 2017. (4) The quarter ended December 31, 2017 includes the receipt of the Haverhill Litigation settlement of $5,363 . (5) The quarter ended December 31, 2017 includes a net tax benefit of $16,017 related to the enactment of the Tax Reform Act during the fourth quarter of 2017, due to the re-measurement of deferred tax liabilities by Providence as a result of the reduction in the U.S. corporate tax rate. Providence realized a tax benefit of $19,397 , partially offset by $3,379 of increased tax expense resulting from additional equity in net gain of Matrix, due to Matrix' re-measurement of its deferred tax liabilities. The equity in net gain from Matrix for the quarter ended December 31, 2017 includes a tax benefit of $13,610 related to Matrix's re-measurement of deferred tax liabilities as a result of the Tax Reform Act. (6) The Company recorded expenses, net of tax, of $5,035 in Discontinued operations, net of tax, in the quarter ended September 30, 2016 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter. (7) Service revenue, net for the quarter ending December 31, 2016 decreased from the quarter ended September 30, 2016 primarily due to decreased revenue associated with the WD Services’ National Citizen Service summer youth programs, which are seasonal in nature. Additionally, the quarter ended September 30, 2016 included revenue of $5,367 under the WD Services’ offender rehabilitation program related to the finalization of a contractual adjustment for the contract years ended March 31, 2015 and 2016. (8) The Company recorded an asset impairment charge of $1,415 related to the building and land utilized by the holding company, which was sold effective December 30, 2016. Also, the Company recorded asset impairment charges in its WD Services segment of $9,983 , $4,381 and $5,224 to its property and equipment, intangible assets and goodwill, respectively. (9) The quarter ended December 31, 2016 includes gain on loss of controlling interest in Matrix, net of tax, of $109,403 . (10) Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly earnings per share may not equal the total computed for the year. |
Organization and Basis of Pre52
Organization and Basis of Presentation (Details) - Matrix | Oct. 19, 2016 | Dec. 31, 2017 | Oct. 18, 2016 |
Schedule of Equity Method Investments [Line Items] | |||
Interest in subsidiary subscribed for by third party | 53.20% | ||
Equity method investment, ownership percentage | 46.80% | 46.60% | 100.00% |
Significant Accounting Polici53
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | $ 72,262,000 | $ 95,310,000 | $ 72,262,000 | |
Restricted cash | 14,130,000 | 6,296,000 | 14,130,000 | |
Provision for doubtful accounts | 1,372,000 | 3,759,000 | $ 2,539,000 | |
Goodwill impairment loss | $ 0 | 5,224,000 | ||
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | |||
Asset impairment charge | $ 0 | 21,003,000 | $ 1,593,000 | |
Accrued transportation costs | 72,356,000 | 83,588,000 | 72,356,000 | |
Deferred financing costs, current, net | 388,000 | |||
Deferred financing costs, noncurrent, net | 1,070,000 | 1,070,000 | ||
Gross reinsurance liability reserve | 16,505,000 | 12,448,000 | 16,505,000 | |
Reimbursable reinsurance reserve | 5,749,000 | 5,265,000 | ||
Self insurance maximum exposure per claim employee medical | 275,000 | |||
Self insurance maximum exposure per claim employee medical, stop-loss limit | 400,000 | |||
Self insurance reserve | 3,022,000 | 2,229,000 | 3,022,000 | |
Decrease in deferred tax assets, noncurrent | (1,510,000) | (4,632,000) | (1,510,000) | |
Deferred tax liabilities | 57,973,000 | $ 41,627,000 | $ 57,973,000 | |
Weighted average number of diluted shares adjustment (in shares) | 13,673,314 | 14,666,896 | 15,960,905 | |
Income tax deficiency | $ 4,401,000 | $ 17,036,000 | $ 14,583,000 | |
Excess tax benefit from share-based compensation, operating activities | 282,000 | 2,857,000 | ||
Excess tax benefit from share-based compensation, financing activities | 282,000 | 2,857,000 | ||
HoldCo LTI Program | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income tax deficiency | $ 3,590,000 | |||
Minimum common stock price for distribution | $ 56.79 | |||
Accounting Standards Update 2015-17 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Decrease in deferred tax assets, current | 6,825,000 | 6,825,000 | ||
Decrease in deferred tax assets, noncurrent | 2,493,000 | 2,493,000 | ||
Deferred tax liabilities | 9,318,000 | 9,318,000 | ||
Accounting Standards Update 2016-09 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Weighted average number of diluted shares adjustment (in shares) | 4,642 | |||
Income tax deficiency | $ 3,604,000 | |||
Accounting Standards Update 2016-09 | Retained Earnings (Accumulated Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment from change in accounting principle | (850,000) | (850,000) | ||
The Reducing Reoffending Partnership Limited | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 90.00% | |||
Social Services Providers Captive Insurance Company | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Gross reinsurance liability reserve | 11,240,000 | $ 6,699,000 | 11,240,000 | |
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated Useful Life (Yrs) | 5 years | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated Useful Life (Yrs) | 15 years | |||
WD Services | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Goodwill impairment loss | 5,224,000 | |||
Asset impairment charge | 9,983,000 | |||
WD Services | Customer Relationships | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Asset impairment charge | 4,381,000 | 4,381,000 | ||
WD Services | Property and Equipment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Asset impairment charge | 9,983,000 | |||
Human Services | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Goodwill impairment loss | 1,593,000 | |||
NET Services | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue reconciliation receivable | 45,287,000 | $ 42,054,000 | 45,287,000 | |
Reinsured Claims Losses | Collateral for Letters of Credit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash | 2,265,000 | 0 | 2,265,000 | |
Reinsured Claims Losses | Escrow Or Trust | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash | 11,865,000 | 6,296,000 | 11,865,000 | |
Non-US | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | $ 21,411,000 | 40,127,000 | 21,411,000 | |
Non-US | Mission Providence | Disposed of by Sale | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | 15,593,000 | |||
Continuing Operations | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Provision for doubtful accounts | $ 1,372,000 | $ 2,892,000 | $ 1,369,000 |
Significant Accounting Polici54
Significant Accounting Policies and Recent Accounting Pronouncements - Schedule of Restricted Cash (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Restricted cash for reinsured claims losses | $ 6,296,000 | $ 14,130,000 |
Less current portion | 1,091,000 | 3,192,000 |
Restricted cash, less current portion | 5,205,000 | 10,938,000 |
Collateral for letters of credit - Reinsured claims losses | Reinsured Claims Losses | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Restricted cash for reinsured claims losses | 0 | 2,265,000 |
Escrow/Trust - Reinsured claims losses | Reinsured Claims Losses | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Restricted cash for reinsured claims losses | $ 6,296,000 | $ 11,865,000 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) AUD in Thousands, $ in Thousands | Sep. 29, 2017AUD | Sep. 29, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 19, 2016 | Oct. 18, 2016 |
Schedule of Investments [Line Items] | |||||||||||||||||
Equity investments | $ 169,912 | $ 161,363 | $ 169,912 | $ 161,363 | $ 169,912 | $ 161,363 | |||||||||||
Net income (loss) | 38,926 | $ 14,853 | $ 3,915 | $ (4,325) | 84,420 | $ 650 | $ 4,623 | $ 2,235 | 53,369 | 91,928 | $ 83,696 | ||||||
Stock-based compensation | 7,619 | 5,154 | 26,622 | ||||||||||||||
Income tax benefit | (4,401) | (17,036) | (14,583) | ||||||||||||||
Proceeds from sale of equity investment | 15,593 | 0 | $ 0 | ||||||||||||||
Mission Providence | Disposed of by Sale | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity investments | 4,021 | 4,021 | 4,021 | ||||||||||||||
Sale of stock, percentage of ownership before transaction | 100.00% | 100.00% | |||||||||||||||
Proceeds from sale of equity investment | AUD 20,184 | $ 15,823 | |||||||||||||||
Equity method investment, working capital adjustment | 229 | 229 | |||||||||||||||
Gain on sale of equity investment | $ 12,606 | 12,377 | |||||||||||||||
Matrix | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Net income (loss) | (4,200) | 26,665 | |||||||||||||||
Depreciation and amortization | 33,512 | 6,356 | |||||||||||||||
Transaction related expenses | 3,537 | 6,367 | |||||||||||||||
Transaction incentive compensation | 2,679 | 4,033 | |||||||||||||||
Stock-based compensation | 2,639 | 407 | |||||||||||||||
Management fees paid to shareholders | 2,331 | 396 | |||||||||||||||
Acquisition costs | $ 685 | $ 685 | 685 | ||||||||||||||
Interest expense | 14,818 | 2,949 | |||||||||||||||
Income tax benefit | $ 29,613 | 2,828 | |||||||||||||||
Matrix | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage | 46.60% | 46.60% | 46.60% | 46.80% | 100.00% | ||||||||||||
Equity investments | $ 169,699 | $ 157,202 | $ 169,699 | $ 157,202 | $ 169,699 | $ 157,202 | |||||||||||
Mission Providence | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage | 60.00% | 60.00% | |||||||||||||||
Rights to cash or profit distributions of joint venture, percentage | 75.00% | 75.00% |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Investments [Line Items] | ||||||||||||
Current assets | $ 288,103 | $ 296,329 | $ 288,103 | $ 296,329 | $ 288,103 | |||||||
Current liabilities | 227,796 | 226,930 | 227,796 | 226,930 | 227,796 | |||||||
Revenue | 406,888 | $ 409,517 | $ 407,983 | $ 399,494 | 385,819 | $ 412,271 | $ 398,119 | $ 382,036 | 1,623,882 | 1,578,245 | $ 1,478,010 | |
Operating income (loss) | 16,937 | 6,309 | 5,999 | 6,788 | (16,192) | 9,793 | 6,712 | 8,304 | 36,033 | 8,617 | 1,872 | |
Net income (loss) | 38,926 | $ 14,853 | $ 3,915 | $ (4,325) | 84,420 | $ 650 | $ 4,623 | $ 2,235 | 53,369 | 91,928 | $ 83,696 | |
Matrix | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Current assets | 28,589 | 37,563 | 28,589 | 37,563 | 28,589 | |||||||
Long-term assets | 614,841 | 597,613 | 614,841 | 597,613 | 614,841 | |||||||
Current liabilities | 25,791 | 27,718 | 25,791 | 27,718 | 25,791 | |||||||
Long-term liabilities | 281,348 | $ 240,513 | $ 281,348 | 240,513 | $ 281,348 | |||||||
Revenue | 41,635 | 227,872 | ||||||||||
Operating income (loss) | (4,079) | 11,870 | ||||||||||
Net income (loss) | $ (4,200) | $ 26,665 |
Equity Investment - Summary o57
Equity Investment - Summary of Financial Information for Mission Providence (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Investments [Line Items] | ||||||||||||
Current assets | $ 296,329 | $ 288,103 | $ 296,329 | $ 288,103 | ||||||||
Current liabilities | 226,930 | 227,796 | 226,930 | 227,796 | ||||||||
Service revenue, net | 406,888 | $ 409,517 | $ 407,983 | $ 399,494 | 385,819 | $ 412,271 | $ 398,119 | $ 382,036 | 1,623,882 | 1,578,245 | $ 1,478,010 | |
Operating income (loss) | 16,937 | 6,309 | 5,999 | 6,788 | (16,192) | 9,793 | 6,712 | 8,304 | 36,033 | 8,617 | 1,872 | |
Net income (loss) | $ 38,926 | $ 14,853 | $ 3,915 | $ (4,325) | 84,420 | $ 650 | $ 4,623 | $ 2,235 | $ 53,369 | 91,928 | $ 83,696 | |
Mission Providence | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Current assets | 4,640 | 4,640 | ||||||||||
Long-term assets | 10,473 | 10,473 | ||||||||||
Current liabilities | 12,844 | 12,844 | ||||||||||
Long-term liabilities | $ 1,655 | 1,655 | ||||||||||
Service revenue, net | $ 30,125 | 36,546 | ||||||||||
Operating income (loss) | (1,765) | (9,664) | ||||||||||
Net income (loss) | $ (1,934) | $ (8,843) |
Prepaid Expenses and Other - Su
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 1,106 | $ 1,467 |
Escrow funds | 10,000 | 10,000 |
Prepaid insurance | 2,121 | 3,153 |
Prepaid taxes and licenses | 906 | 3,570 |
Note receivable | 3,224 | 3,130 |
Prepaid rent | 2,268 | 2,013 |
Deposits held for leased premises and bonds | 2,849 | 2,609 |
Other | 12,769 | 11,953 |
Total prepaid expenses and other | $ 35,243 | $ 37,895 |
Prepaid Expenses and Other - Na
Prepaid Expenses and Other - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Human Services | Indemnification Agreement | |
Schedule of Investments [Line Items] | |
Loss contingency accrual, provision | $ 15,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 110,391 | $ 92,955 |
Less accumulated depreciation | 60,014 | 46,735 |
Total property and equipment, net | 50,377 | 46,220 |
Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,915 | 31,854 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 32,989 | 26,883 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Property and equipment, gross | $ 17,890 | 16,720 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,416 | 8,070 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Property and equipment, gross | $ 3,797 | 3,597 |
Construction and development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,384 | $ 5,831 |
Minimum | Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 18,542 | $ 21,699 | $ 20,234 |
Asset impairment charge | 0 | 21,003 | 1,593 |
WD Services | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charge | 9,983 | ||
Holding Company Office Space in Arizona | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charge | 1,415 | ||
Continuing Operations | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 18,542 | $ 18,038 | $ 14,488 |
Goodwill and Intangibles - Narr
Goodwill and Intangibles - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||
Asset impairment charge | $ 0 | $ 21,003,000 | $ 1,593,000 | |
Goodwill impairment loss | 0 | 5,224,000 | ||
Expected tax deductible amount | $ 4,222,000 | $ 4,222,000 | 4,222,000 | |
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | |||
Residual value | $ 0 | |||
Amortization of intangible assets | $ 7,927,000 | 8,566,000 | 9,510,000 | |
WD Services | ||||
Goodwill [Line Items] | ||||
Asset impairment charge | 9,983,000 | |||
Goodwill impairment loss | 5,224,000 | |||
Human Services | ||||
Goodwill [Line Items] | ||||
Goodwill impairment loss | $ 1,593,000 | |||
Customer Relationships | WD Services | ||||
Goodwill [Line Items] | ||||
Asset impairment charge | $ 4,381,000 | $ 4,381,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 226,889,000 | $ 231,999,000 |
Accumulated impairment losses beginning balance | (107,265,000) | (102,041,000) |
Goodwill, net beginning balance | 119,624,000 | 129,958,000 |
Asset impairment charge | 0 | (5,224,000) |
Foreign currency translation adjustment | 2,044,000 | (5,110,000) |
Goodwill ending balance | 228,933,000 | 226,889,000 |
Accumulated impairment losses ending balance | (107,265,000) | (107,265,000) |
Goodwill, net ending balance | 121,668,000 | 119,624,000 |
NET Services | ||
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 191,215,000 | 191,215,000 |
Accumulated impairment losses beginning balance | (96,000,000) | (96,000,000) |
Goodwill, net beginning balance | 95,215,000 | 95,215,000 |
Asset impairment charge | 0 | |
Foreign currency translation adjustment | 0 | 0 |
Goodwill ending balance | 191,215,000 | 191,215,000 |
Accumulated impairment losses ending balance | (96,000,000) | (96,000,000) |
Goodwill, net ending balance | 95,215,000 | 95,215,000 |
WD Services | ||
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 35,674,000 | 40,784,000 |
Accumulated impairment losses beginning balance | (11,265,000) | (6,041,000) |
Goodwill, net beginning balance | 24,409,000 | 34,743,000 |
Asset impairment charge | (5,224,000) | |
Foreign currency translation adjustment | 2,044,000 | (5,110,000) |
Goodwill ending balance | 37,718,000 | 35,674,000 |
Accumulated impairment losses ending balance | (11,265,000) | (11,265,000) |
Goodwill, net ending balance | $ 26,453,000 | $ 24,409,000 |
Goodwill and Intangibles - Sc64
Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | |
Gross Carrying Amount | $ 96,464 | $ 92,168 |
Accumulated Amortization | $ (52,525) | (43,044) |
Customer Relationships (15 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 15 years | |
Gross Carrying Amount | $ 48,128 | 48,020 |
Accumulated Amortization | $ (33,136) | (29,941) |
Customer Relationships (10 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years | |
Gross Carrying Amount | $ 30,583 | 27,915 |
Accumulated Amortization | $ (11,871) | (8,147) |
Trademark and Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years | |
Gross Carrying Amount | $ 14,525 | 13,282 |
Accumulated Amortization | $ (5,205) | (3,431) |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 5 years | |
Gross Carrying Amount | $ 3,228 | 2,951 |
Accumulated Amortization | $ (2,313) | $ (1,525) |
Goodwill and Intangibles - Futu
Goodwill and Intangibles - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 8,126 |
2,019 | 7,749 |
2,020 | 7,473 |
2,021 | 7,387 |
2,022 | 7,025 |
Thereafter | 6,179 |
Total | $ 43,939 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and related | $ 33,653 | $ 23,050 |
NET Services accrued contract payments | 17,487 | 32,836 |
Accrued settlement | 15,000 | 6,000 |
Income taxes payable | 3,723 | 372 |
Other | 33,975 | 40,123 |
Total accrued expenses | $ 103,838 | $ 102,381 |
Restructuring, Redundancy and67
Restructuring, Redundancy and Related Reorganization Costs - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)program | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Costs Incurred | $ 2,577 | $ 8,511 | |
Restructuring reserve | $ 1,769 | 3,916 | $ 8,597 |
WD Services | Employee Severance | Ingeus Acquisition | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of active severance plans (in programs) | program | 2 | ||
Number of severance plans (in programs) | program | 4 | ||
Costs Incurred | $ 2,577 | 8,511 | |
WD Services | Employee Severance | Ingeus Acquisition | Accrued Expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 1,769 | $ 3,916 |
Restructuring, Redundancy and68
Restructuring, Redundancy and Related Reorganization Costs - Summary of Severance and Related Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 3,916 | $ 8,597 |
Costs Incurred | 2,577 | 8,511 |
Cash Payments | (4,927) | (11,955) |
Foreign Exchange Rate Adjustments | 203 | (1,237) |
Ending Balance | 1,769 | 3,916 |
Ingeus Futures' Program | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,486 | 0 |
Costs Incurred | 1,223 | 2,515 |
Cash Payments | (3,386) | 0 |
Foreign Exchange Rate Adjustments | 159 | (29) |
Ending Balance | 482 | 2,486 |
Offender Rehabilitation Program | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 1,380 | 6,538 |
Costs Incurred | (40) | 4,865 |
Cash Payments | (1,357) | (8,924) |
Foreign Exchange Rate Adjustments | 17 | (1,099) |
Ending Balance | 0 | 1,380 |
UK Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 50 | 2,059 |
Costs Incurred | (53) | 1,131 |
Cash Payments | 0 | (3,031) |
Foreign Exchange Rate Adjustments | 3 | (109) |
Ending Balance | 0 | 50 |
Delivery First Program | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 0 | |
Costs Incurred | 1,447 | |
Cash Payments | (184) | |
Foreign Exchange Rate Adjustments | 24 | |
Ending Balance | $ 1,287 | $ 0 |
Long-Term Obligations - Schedul
Long-Term Obligations - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 2,984 | $ 3,611 |
Total | 2,984 | 3,611 |
Less current portion of capital lease obligations | 2,400 | 1,721 |
Total long-term obligations, less current portion | 584 | 1,890 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Face amount | 200,000 | |
$200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2018 | $ 0 | $ 0 |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Long-Term Obligations - Maturit
Long-Term Obligations - Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Debt and Capital Lease Obligations [Abstract] | ||
2,018 | $ 2,400 | |
2,019 | 504 | |
2,020 | 80 | |
Total | $ 2,984 | $ 3,611 |
Long-Term Obligations - Narrati
Long-Term Obligations - Narrative (Details) | Oct. 23, 2014 | Dec. 31, 2017USD ($)lease | Aug. 02, 2013USD ($) |
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 11,074,000 | ||
Remaining borrowing capacity | $ 188,926,000 | ||
NET Services | |||
Debt Instrument [Line Items] | |||
Number of finance leases | lease | 7 | ||
Capital leased assets, gross | $ 6,045,000 | ||
Capital leases, lessee balance sheet, accumulated depreciation | 1,642,000 | ||
Credit Facility, Fourth Amendment, Term Loan Tranche | |||
Debt Instrument [Line Items] | |||
Available borrowing capacity, collateralized letters of credit | $ 25,000,000 | ||
Credit Facility, Second Amendment, Term Loan Tranche | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.25% | ||
Credit Facility, Second Amendment, Term Loan Tranche | Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Credit Facility, Second Amendment, Term Loan Tranche | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Credit Facility, Second Amendment, Term Loan Tranche | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.50% | ||
Credit Facility, Second Amendment, Term Loan Tranche | Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.25% | ||
Credit Facility, Second Amendment, Term Loan Tranche | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Capital Lease Obligations | NET Services | |||
Debt Instrument [Line Items] | |||
Interest rate effective percentage | 3.28% | ||
Capital Lease Obligations | Minimum | NET Services | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 12 months | ||
Capital Lease Obligations | Maximum | NET Services | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 36 months | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Face amount | $ 200,000,000 | ||
Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Additional maximum borrowing capacity | $ 75,000,000 | ||
Percentage of pledge of stock | 100.00% | ||
Percentage of capital stock of direct foreign subsidiary secured by pledges | 65.00% | ||
Letter of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 2.25% | ||
Letter of Credit | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 3.25% |
Convertible Preferred Stock, 72
Convertible Preferred Stock, Net - Narrative (Details) - USD ($) | Feb. 11, 2015 | Feb. 05, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Mar. 12, 2015 |
Class of Stock [Line Items] | |||||||
Convertible preferred stock, pro rata share | $ 65,500,000 | ||||||
Rights offering, right to purchase preferred stock, price per share (in dollars per share) | $ 100 | ||||||
Common stock, par value (in dollars per share) | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Conversion price (in dollars per share) | $ 39.88 | ||||||
Registered rights offering, convertible preferred stock | $ 65,500,000 | $ 15,750,000 | |||||
Preferred stock dividends | $ 4,418,000 | $ 4,419,000 | $ 3,928,000 | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, conversion rate per share of common stock (in shares) | 2.51 | ||||||
Conversion to common stock (in shares) | 495 | 300 | 3,715 | ||||
Convertible preferred stock shares issuable upon conversion (in shares) | 2,014,042 | 2,014,538 | 2,014,042 | ||||
Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | 803,200 | 803,398 | 803,200 | ||||
Conversion to common stock (in shares) | 1,800 | ||||||
Conversion of convertible preferred stock to common stock (in shares) | 4,510 | 4,510 | |||||
Preferred stock dividends | $ 4,418,000 | $ 4,419,000 | $ 3,928,000 | ||||
Preferred stock dividends, per share (in dollars per share) | $ 5.50 | $ 5.50 | $ 4.88 | ||||
Convertible Preferred Stock | Cash Dividends | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, dividend rate | 5.50% | 5.50% | 8.50% | ||||
Convertible Preferred Stock | Paid-in-kind Dividends | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, dividend rate | 8.50% | ||||||
Convertible Preferred Stock | Non-Standby Purchasers | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | 130,884 | ||||||
Convertible Preferred Stock | The Standby Purchasers | |||||||
Class of Stock [Line Items] | |||||||
Rights offering, right to purchase preferred stock, price per share (in dollars per share) | $ 100 | $ 105 | |||||
Convertible preferred stock, shares issued (in shares) | 524,116 | 150,000 |
Convertible Preferred Stock, 73
Convertible Preferred Stock, Net - Preferred Stock Activity (Details) - Contingent Convertible Preferred Stock - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Dollar Value | ||
Beginning balance | $ 77,565 | $ 77,576 |
Conversion to common stock | (20) | (12) |
Allocation of issuance costs | 1 | 1 |
Ending balance | $ 77,546 | $ 77,565 |
Share Count | ||
Beginning balance, shares (in shares) | 803,398 | 803,518 |
Conversion to common stock (in shares) | (198) | (120) |
Ending balance, shares (in shares) | 803,200 | 803,398 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Oct. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Oct. 26, 2017 | Dec. 31, 2016 | Nov. 03, 2016 | Dec. 31, 2015 | Nov. 02, 2017 | Oct. 26, 2016 | Nov. 04, 2015 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 17,473,598 | 17,473,598 | 17,315,661 | |||||||
Treasury shares, shares (in shares) | 4,126,132 | 4,126,132 | 3,478,676 | |||||||
Stock repurchase (in shares) | 707,318 | 180,270 | 770,808 | 1,360,249 | ||||||
Stock repurchase | $ 29,000,000 | $ 10,503,000 | $ 28,486,000 | $ 30,360,000 | $ 70,248,000 | $ 62,981,000 | $ 34,111,000 | |||
Stock repurchase, average cost per share (in dollars per share) | $ 41 | |||||||||
Stock repurchase, authorized amount | $ 69,640,000 | $ 100,000,000 | $ 70,000,000 | |||||||
Matrix Acquisition | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 43,743 | |||||||||
Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 19,556 | 2,736 | 15,961 | |||||||
Stock Options | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 5,665 | 5,718 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserve (Details) - Common Stock | 12 Months Ended |
Dec. 31, 2017shares | |
Class of Stock [Line Items] | |
Exercise of stock options and restricted stock awards (in shares) | 681,608 |
Conversion of preferred stock to common stock (in shares) | 2,014,042 |
Total shares of common stock reserved for future issuance (in shares) | 2,713,772 |
Performance Restricted Stock Units | |
Class of Stock [Line Items] | |
Issuance of Performance Restricted Stock Units (in shares) | 18,122 |
Stock-Based Compensation and 76
Stock-Based Compensation and Similar Arrangements - Schedule of 2006 Plan Activity (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock options (in shares) | 606,695 | 355,598 |
Long Term Incentive Plan 2006 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock authorized for issuance (in shares) | 5,400,000 | |
Number of shares of common stock remaining available for future grants (in shares) | 1,938,666 | |
Long Term Incentive Plan 2006 | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock options (in shares) | 606,695 | |
Long Term Incentive Plan 2006 | Stock Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock grants (in shares) | 111,157 |
Stock-Based Compensation and 77
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 7,619 | $ 5,154 | $ 26,622 |
Service expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 491 | 830 | 21,480 |
General and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 7,052 | 4,324 | 5,027 |
Equity in net (gain) loss of investees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 76 | 18 | 0 |
Discontinued operations, net of tax | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 0 | $ (18) | $ 115 |
Stock-Based Compensation and 78
Stock-Based Compensation and Similar Arrangements - Stock-Based Compensation Included in Service Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 7,619 | $ 5,154 | $ 26,622 |
Service expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 491 | 830 | 21,480 |
Service expense | NET Services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 434 | 841 | 724 |
Service expense | WD Services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 57 | $ (11) | 20,756 |
Ingeus Acquisition | Two Executives of Ingeus | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 16,078 |
Stock-Based Compensation and 79
Stock-Based Compensation and Similar Arrangements - Narrative (Details) | Mar. 15, 2017shares | Aug. 06, 2015shares | Sep. 11, 2014shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)installmentshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Tax benefit from compensation expense | $ | $ 2,885,000 | $ 2,072,000 | $ 2,322,000 | |||||
Stock options granted (in shares) | shares | 371,775 | |||||||
Stock options weighted average exercise price (in dollars per share) | $ / shares | $ 57.08 | |||||||
Stock options exercised (in shares) | shares | 115,825 | |||||||
Stock-based compensation | $ | $ 7,619,000 | 5,154,000 | 26,622,000 | |||||
Stock options cancelled (in shares) | shares | 854 | |||||||
Fair value of shares vested | $ | $ 3,550,000 | 1,383,000 | 3,709,000 | |||||
General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 7,052,000 | 4,324,000 | 5,027,000 | |||||
Modifications to Terms of Original Stock Options Granted to Mr. Lindstrom | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 83,000 | |||||||
Modifications to Terms of Original Stock Options Granted to Mr. Rustand | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 737,000 | |||||||
Long Term Incentive Plan 2006 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Tax benefit from compensation expense | $ | $ 908,000 | 990,000 | ||||||
Stock options exercised (in shares) | shares | 91,400 | |||||||
Weighted-average period of cost recognition | 9 months 18 days | |||||||
Tax expense from compensation expense | $ | 492,000 | |||||||
Long Term Incentive Plan 2006 | Accrued Expenses | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Deferred compensation liability | $ | $ 3,938,000 | $ 3,938,000 | 1,764,000 | |||||
HoldCo LTI Program | General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 4,738,000 | $ 3,319,000 | $ 1,353,000 | |||||
HoldCo LTI Program | Market Condition Not Achieved | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 1,053,000 | |||||||
Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted (in shares) | shares | 9,798 | 11,319 | 200,000 | 125,000 | ||||
Stock options weighted average exercise price (in dollars per share) | $ / shares | $ 61.33 | |||||||
Stock options vested (in shares) | shares | 133,332 | |||||||
Stock options cancelled (in shares) | shares | 66,668 | |||||||
Non Employee Directors Executive Officers and Certain Key Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock award, number of equal installments | installment | 3 | |||||||
Board of Directors Chairman | Coliseum Capital Partners, L.P. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 235 | $ 287,000 | $ 588,000 | |||||
Stock equivalent units issued in lieu of grant (in shares) | shares | 3,097 | 3,360 | 4,000 | |||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock awards granted (in shares) | shares | 33,420 | |||||||
Restricted stock awards vested (in shares) | shares | 36,623 | |||||||
Performance restricted stock units outstanding (in shares) | shares | 64,779 | 64,779 | 72,198 | |||||
Restricted Stock | Non Employee Directors Executive Officers and Certain Key Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock issued (in shares) | shares | 36,623 | |||||||
Restricted stock awards vested (in shares) | shares | 10,134 | 10,134 | ||||||
Unrecognized compensation cost related to unvested shares | $ | $ 4,331,000 | $ 4,331,000 | ||||||
Weighted-average period of cost recognition | 1 year 2 months 12 days | |||||||
Restricted Stock | Ingeus Acquisition | Two Executives of Ingeus | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 16,078,000 | |||||||
Restricted stock awards granted (in shares) | shares | 596,915 | |||||||
Restricted stock award, number of equal installments | installment | 4 | |||||||
Deferred compensation arrangement with individual, compensation expense | $ | $ 4,714,000 | |||||||
Shares held in escrow account (in shares) | shares | 149,228 | 149,228 | ||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance restricted stock units outstanding (in shares) | shares | 18,122 | 18,122 | ||||||
Allocated share-based compensation expense (benefit) | $ | $ 19,000 | $ (270,000) | $ 613,000 | |||||
Restricted Stock Units (RSUs) | Performance Criteria Tied to the Net Segment’s Earnings Before Interest, Taxes,Depreciation and Amortization (“EBITDA”) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance restricted stock units outstanding (in shares) | shares | 4,860 | 4,860 | ||||||
Restricted Stock Units (RSUs) | If ROE Falls Between 12% and 15% | Performance Criteria Tied to the Company’s Return on Investment (“ROE”) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance restricted stock units outstanding (in shares) | shares | 13,262 | 13,262 | ||||||
Percentage of PRSUs to be granted | 33.00% | |||||||
Restricted Stock Units (RSUs) | If ROE Exceeds 15% | Performance Criteria Tied to the Company’s Return on Investment (“ROE”) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of PRSUs to be granted | 100.00% | |||||||
Restricted Stock Units (RSUs) | Key Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock awards granted (in shares) | shares | 5,930 | |||||||
Restricted stock awards, amount settled | $ | $ 304,000 | |||||||
Performance Shares | Certain Executive Officers | HoldCo LTI Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement, award threshold, percentage of compounded annual return | 8.00% | |||||||
Period for weighted average price for common share | 90 days | |||||||
Performance Shares | Certain Executive Officers | HoldCo LTI Program | After Determination of the Pool | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of shares to be issued | 60.00% | |||||||
Performance Shares | Certain Executive Officers | HoldCo LTI Program | Issued on First Anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of shares to be issued | 25.00% | |||||||
Performance Shares | Certain Executive Officers | HoldCo LTI Program | Issued on Second Anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of shares to be issued | 15.00% | |||||||
Performance Shares | Certain Executive Officers | HoldCo LTI Program | Issued on Second Anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
ROE percentage | 15.00% | |||||||
Stock Appreciation Rights (SARs) | Coliseum Capital Partners, L.P. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 2,146,000 | |||||||
Stock option equivalent units issued in lieu of grant (in shares) | shares | 0 | 0 | 0 | 200,000 | ||||
Stock option equivalent units issued in lieu of grant, exercise price (in dollars per share) | $ / shares | $ 43.81 | |||||||
Stock Appreciation Rights (SARs) | Coliseum Capital Partners, L.P. | General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 1,888,000 | |||||||
Allocated share-based compensation expense (benefit) | $ | $ (1,517,000) | |||||||
Stock Appreciation Rights (SARs) | Grant Date | Coliseum Capital Partners, L.P. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option equivalent units, vesting percentage | 33.33% | |||||||
Stock Appreciation Rights (SARs) | 1st Anniversary | Coliseum Capital Partners, L.P. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option equivalent units, vesting percentage | 33.33% | |||||||
Stock Appreciation Rights (SARs) | 2nd Anniversary | Coliseum Capital Partners, L.P. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option equivalent units, vesting percentage | 33.33% |
Stock-Based Compensation and 80
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation Valuation Assumptions (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 19.45% | 33.80% |
Risk-free interest rate | 0.95% | 0.40% |
Expected life of options (years) | 10 days | 10 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 42.95% | 46.14% |
Risk-free interest rate | 2.23% | 1.35% |
Expected life of options (years) | 2372 days | 4 years |
Stock-Based Compensation and 81
Stock-Based Compensation and Similar Arrangements - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017 | |
Number of Shares Under Option | |
Balance at beginning of period (in shares) | 355,598 |
Granted (in shares) | 371,775 |
Exercised (in shares) | (115,825) |
Forfeited/Cancelled (in shares) | (854) |
Expired (in shares) | (3,999) |
Outstanding at end of period (in shares) | 606,695 |
Vested or expected to vest at end of period (in shares) | 606,695 |
Exercisable at end of period (in shares) | 357,984 |
Weighted- average Exercise Price | |
Balance at beginning of period (in dollars per share) | $ 33.48 |
Granted (in dollars per share) | 57.08 |
Exercised (in dollars per share) | 29.77 |
Forfeited/Cancelled (in dollars per share) | 46.44 |
Expired (in dollars per share) | 24.59 |
Outstanding at end of period (in dollars per share) | 48.70 |
Vested or expected to vest at end of period (in dollars per share) | 48.70 |
Exercisable at end of period (in dollars per share) | $ 44.65 |
Weighted Average Remaining Contractual Term [Abstract] | |
Outstanding at end of period | 2 years 7 months 13 days |
Vested or expected to vest at end of period | 2 years 7 months 13 days |
Exercisable at end of period | 2 years 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value [Abstract] | |
Outstanding at end of period | $ 6,705 |
Vested or expected to vest at end of period | 6,705 |
Exercisable at end of period | $ 5,508 |
Stock-Based Compensation and 82
Stock-Based Compensation and Similar Arrangements - Weighted-Average Grant Date Fair Value, Total Intrinsic Value and Cash Received (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 9.05 | $ 0 | $ 8.77 |
Options exercised: | |||
Total intrinsic value | $ 2,010 | $ 979 | $ 6,659 |
Cash received | $ 1,921 | $ 4,108 | $ 4,894 |
Stock-Based Compensation and 83
Stock-Based Compensation and Similar Arrangements - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Shares | |
Non-vested at beginning of period (in shares) | shares | 72,198 |
Granted (in shares) | shares | 33,420 |
Vested (in shares) | shares | (36,623) |
Forfeited or cancelled (in shares) | shares | (4,216) |
Non-vested at end of period (in shares) | shares | 64,779 |
Weighted-average grant date fair value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 44.44 |
Granted (in dollars per share) | $ / shares | 43.91 |
Vested (in dollars per share) | $ / shares | 43.42 |
Forfeited or cancelled (in dollars per share) | $ / shares | 47.17 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 44.82 |
Stock-Based Compensation and 84
Stock-Based Compensation and Similar Arrangements - Stock Appreciation Rights Fair Value Assumptions (Details) - Stock Appreciation Rights (SARs) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 23.36% | 35.71% | 43.75% |
Risk-free interest rate | 1.75% | 1.11% | 1.20% |
Expected life of options (years) | 274 days | 1 year | 2 years 273 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 32.09% | 41.82% | 45.30% |
Risk-free interest rate | 1.95% | 1.64% | 1.70% |
Expected life of options (years) | 1004 days | 3 years | 4 years 273 days |
Stock-Based Compensation and 85
Stock-Based Compensation and Similar Arrangements - Performance Share, Fair Value Assumptions (Details) - Performance Shares - HoldCo LTI Program - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Volatility | 40.00% | 45.00% |
Dividend Yield | 0.00% | 0.00% |
Fair Value of Total Pool | $ 12,870 | $ 12,590 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forward interest rate | 0.24% | 0.04% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forward interest rate | 2.71% | 2.90% |
Vertical Long-Term Incentive 86
Vertical Long-Term Incentive Plan (Details) - Vertical Long-Term Incentive Plan - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Percentage of award pay out in year two | 60.00% | |||
Percentage of award pay out in year three | 25.00% | |||
Percentage of award pay out in year four | 15.00% | |||
NET Services vertical plan value | $ 2,956 | |||
Unrecognized vertical LTI expense | 299 | |||
Accrued expenses and other long-term liabilities | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
NET Services contracts liability | 2,657 | |||
Other long-term liabilities | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
NET Services contracts liability | $ 1,841 | $ 1,841 | ||
Service expense | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Vertical LTI Expense | $ 816 | $ 1,513 | $ 328 | |
Maximum | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Percentage of award allowed to be paid in unrestricted stock | 50.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income attributable to Providence | $ 38,926 | $ 14,853 | $ 3,915 | $ (4,325) | $ 84,420 | $ 650 | $ 4,623 | $ 2,235 | $ 53,369 | $ 91,928 | $ 83,696 |
Less dividends on convertible preferred stock | (4,419) | (4,419) | (3,935) | ||||||||
Less accretion of convertible preferred stock discount | 0 | 0 | (1,071) | ||||||||
Less income allocated to participating securities | (7,085) | (13,135) | (10,691) | ||||||||
Net income available to common stockholders | $ 41,865 | $ 74,374 | $ 67,999 | ||||||||
Denominator: | |||||||||||
Denominator for basic earnings per share -- weighted-average shares (in shares) | 13,602,140 | 14,666,896 | 15,960,905 | ||||||||
Effect of dilutive securities: | |||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 13,673,314 | 14,666,896 | 15,960,905 | ||||||||
Basic earnings (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 3.52 | $ (1.45) | $ (1.83) | ||||||||
Discontinued operations (in dollars per share) | (0.44) | 6.52 | 6.09 | ||||||||
Basic (in dollars per share) | $ 2.43 | $ 0.88 | $ 0.18 | $ (0.40) | $ 4.92 | $ (0.05) | $ 0.21 | $ 0.07 | 3.08 | 5.07 | 4.26 |
Diluted earnings (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | 3.50 | (1.45) | (1.83) | ||||||||
Discontinued operations (in dollars per share) | (0.44) | 6.52 | 6.09 | ||||||||
Diluted (in dollars per share) | $ 2.41 | $ 0.88 | $ 0.18 | $ (0.40) | $ 4.92 | $ (0.05) | $ 0.21 | $ 0.07 | $ 3.06 | $ 5.07 | $ 4.26 |
Stock Options | |||||||||||
Effect of dilutive securities: | |||||||||||
Common stock options (in shares) | 66,314 | 0 | 0 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Effect of dilutive securities: | |||||||||||
Performance-based restricted stock units (in shares) | 4,860 | 0 | 0 | ||||||||
Continuing Operations | |||||||||||
Numerator: | |||||||||||
Net income available to common stockholders | $ 47,848 | $ (21,251) | $ (29,181) | ||||||||
Discontinued Operations | |||||||||||
Numerator: | |||||||||||
Net income available to common stockholders | $ (5,983) | $ 95,625 | $ 97,180 |
Earnings Per Share - Schedule88
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock options to purchase common stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 362,392 | 22,638 | 173,925 |
Convertible preferred stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 803,323 | 803,442 | 700,241 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 27,511 | $ 29,316 | $ 31,191 |
Accrued expenses and other long-term liabilities | Operating Lease Expense | |||
Operating Leased Assets [Line Items] | |||
Deferred rent credit | $ 3,957 | $ 3,253 |
Operating Leases - Future Minim
Operating Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases, Operating [Abstract] | |
2,018 | $ 20,875 |
2,019 | 13,376 |
2,020 | 9,738 |
2,021 | 8,022 |
2,022 | 6,142 |
Thereafter | 3,939 |
Total future minimum lease payments | $ 62,092 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
NET Services | |||
Segment Reporting Information [Line Items] | |||
Defined contribution plan, employers matching contribution vesting period | 5 years | ||
WD Services | |||
Segment Reporting Information [Line Items] | |||
Defined contribution plan, employer discretionary contribution amount | $ 8,219 | $ 9,139 | $ 10,331 |
Corporate | NET Services | |||
Segment Reporting Information [Line Items] | |||
Defined contribution plan, employer discretionary contribution amount | $ 320 | $ 248 | $ 221 |
Income Taxes - US and Foreign I
Income Taxes - US and Foreign Income (Loss) From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
US | $ 48,719 | $ 65,559 | $ 43,598 |
Foreign | 15,485 | (67,437) | (53,692) |
Income (loss) from continuing operations before income taxes | $ 64,204 | $ (1,878) | $ (10,094) |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal, State and Foreign Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | |||
Current | $ 18,792 | $ 21,202 | $ 15,161 |
Deferred | (19,767) | (6,477) | (1,606) |
Total Federal Tax | (975) | 14,725 | 13,555 |
State: | |||
Current | 3,975 | 4,580 | 2,644 |
Deferred | 723 | (938) | (38) |
Total State Tax | 4,698 | 3,642 | 2,606 |
Foreign: | |||
Current | 1,197 | 266 | 523 |
Deferred | (519) | (1,597) | (2,101) |
Total Foreign Tax | 678 | (1,331) | (1,578) |
Total provision for income taxes | $ 4,401 | $ 17,036 | $ 14,583 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rates | 35.00% | 35.00% | 35.00% |
Federal income tax at statutory rates | $ 22,471 | $ (657) | $ (3,533) |
Revaluation of net deferred tax liabilities due to U.S. tax reform | (19,397) | 0 | 0 |
U.S. tax reform impact on equity income of investee | (1,646) | 0 | 0 |
Change in valuation allowance | 2,299 | 9,480 | 3,574 |
Change in uncertain tax positions | 7 | 73 | (76) |
State income taxes, net of federal benefit | 3,203 | 2,396 | 1,785 |
Difference between federal statutory and foreign tax rate | (1,648) | 9,427 | 4,642 |
Stock compensation | 3,400 | 0 | (184) |
Meals and entertainment | 100 | 96 | 81 |
Amortization of deferred consideration | 0 | 0 | 9,444 |
Transaction costs | 159 | 0 | (447) |
Contingent consideration liability reversal | 0 | 0 | (854) |
Nontaxable income | (1,203) | 0 | (965) |
Tax credits | (354) | (947) | (456) |
Legal expense | (805) | 522 | 284 |
Depreciation | 0 | 0 | 649 |
Equity in net loss of investee | 569 | 624 | 366 |
Sale of joint venture | (6,021) | 0 | 0 |
Asset impairment | 0 | 2,353 | 0 |
Foreign exchange | 2,925 | (7,001) | 0 |
Other | 342 | 670 | 273 |
Total provision for income taxes | $ 4,401 | $ 17,036 | $ 14,583 |
Effective income tax rate | 7.00% | (907.00%) | (144.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 20,496 | $ 17,742 |
Tax credit carryforwards | 486 | 399 |
Accounts receivable allowance | 1,134 | 1,341 |
Accrued items and reserves | 14,371 | 18,669 |
Stock compensation | 1,480 | 4,224 |
Deferred rent | 572 | 915 |
Property and equipment depreciation | 300 | 0 |
Other | 173 | 180 |
Total deferred tax assets | 39,012 | 43,470 |
Deferred tax liabilities: | ||
Deferred financing costs | 38 | 154 |
Prepaids | 1,440 | 2,103 |
Property and equipment depreciation | 0 | 1,238 |
Goodwill and intangibles amortization | 5,809 | 9,568 |
Equity investment | 42,113 | 59,244 |
Other | 205 | 203 |
Total deferred tax liability | 49,605 | 72,510 |
Net deferred tax liabilities | (10,593) | (29,040) |
Less valuation allowance | (26,402) | (27,423) |
Net noncurrent deferred tax assets, net of valuation allowance of $26,402 and $27,423 for 2017 and 2016, respectively | 4,632 | 1,510 |
Net noncurrent deferred tax liabilities, net of valuation allowance of $0 and $0 for 2017 and 2016, respectively | (41,627) | (57,973) |
Net deferred tax liabilities | (36,995) | (56,463) |
Noncurrent deferred tax assets, valuation allowance | 26,402 | 27,423 |
Noncurrent deferred tax liabilities, valuation allowance | $ 0 | $ 0 |
Income Taxes - Foreign Net Oper
Income Taxes - Foreign Net Operating Loss Carryforwards (Details) - Foreign Tax Authority $ in Thousands | Dec. 31, 2017USD ($) |
Australia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 41,256 |
Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 728 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 3,882 |
Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 82 |
UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 40,090 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Jan. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 3,320,000 | $ (1,021,000) | |||
Deferred tax assets, valuation allowance | $ 26,402,000 | 26,402,000 | $ 27,423,000 | ||
Tax Cuts and Jobs Act of 2017, income tax benefit | (19,397,000) | 19,397,000 | |||
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings | 0 | ||||
Unrecognized tax benefits, income tax penalties and interest expense | 65,000 | 19,000 | $ 27,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 83,000 | 83,000 | $ 52,000 | ||
Continuing Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 2,299,000 | ||||
Foreign Tax Authority | Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 2 years | ||||
Foreign Tax Authority | Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 5 years | ||||
Foreign Tax Authority | Australia and France | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax assets, valuation allowance | 25,929,000 | $ 25,929,000 | |||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax assets, valuation allowance | $ 473,000 | $ 473,000 | |||
State and Local Jurisdiction | Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 3 years | ||||
State and Local Jurisdiction | Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 4 years | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 3 years |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of year | $ 1,108 | $ 271 | $ 347 |
Balance upon acquisition/disposition | 0 | 764 | 0 |
Increase (decrease) related to prior year positions | 22 | 37 | (47) |
Increase related to current year tax positions | 101 | 139 | 48 |
Statute of limitations expiration | (116) | (103) | (77) |
Unrecognized tax benefits, end of year | $ 1,115 | $ 1,108 | $ 271 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Sep. 28, 2017 | Nov. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 23, 2014 |
Other Noncurrent Liabilities | |||||||||
Loss Contingencies [Line Items] | |||||||||
Total participant deferrals | $ 1,806,000 | $ 1,806,000 | $ 1,430,000 | ||||||
Indemnification Agreement | Human Services | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency accrual, provision | 15,000,000 | ||||||||
Haverhill Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Indemnified legal expenses | 318,000 | 1,282,000 | $ 310,000 | ||||||
Indemnified legal expenses, related parties | 245,000 | 757,000 | 310,000 | ||||||
Offsetting receivable | 941,000 | 941,000 | 1,645,000 | ||||||
Haverhill Litigation | General and administrative expense | |||||||||
Loss Contingencies [Line Items] | |||||||||
Legal expense | $ 8,000 | $ 210,000 | $ 500,000 | ||||||
Unsecured Subordinated Note Issued to Coliseum | Coliseum Capital Management, LLC | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stated interest rate | 14.00% | ||||||||
Face amount | $ 65,500,000 | ||||||||
Rodriguez v. Providence Community Corrections | Indemnification Agreement | Human Services | |||||||||
Loss Contingencies [Line Items] | |||||||||
Legal expense | $ 5,866,000 | ||||||||
Settlement amount paid | $ 14,000,000 | ||||||||
Rodriguez v. Providence Community Corrections | Indemnification Agreement | Human Services | Rutherford County, Tennessee | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement amount paid | $ 350,000 | ||||||||
Settled Litigation | Proposed Settlement Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement amount awarded | $ 10,000,000 | ||||||||
Settlement percentage received by company | 75.00% | ||||||||
Settlement percentage received by company stockholders | 25.00% | ||||||||
Settlement amount received | $ 5,363,000 | $ 5,363,000 |
Transactions with Related Pa100
Transactions with Related Parties - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Coliseum Capital Partners, L.P. | Preferred Stock Dividends Earned by Related Party | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 4,213,000 | $ 4,213,000 | |
Mission Providence | Corporate Joint Venture [Member] | |||
Related Party Transaction [Line Items] | |||
Loan to joint venture | $ 566,000 | ||
Notes receivable to related parties | $ 0 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) | Oct. 19, 2016 | Sep. 03, 2015 | Feb. 28, 2017 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 18, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Equity in net (gain) loss of investees | $ (12,054,000) | $ 10,287,000 | $ 10,970,000 | ||||||
Cash included in current assets of discontinued operations held for sale | $ 0 | $ 0 | 0 | $ 5,014,000 | |||||
Matrix | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Equity method investment, ownership percentage | 46.80% | 46.60% | 100.00% | ||||||
Equity in net (gain) loss of investees | $ 13,445,000 | 1,789,000 | |||||||
Equity method investment, pretax income (loss) | (7,027,000) | (2,948,000) | |||||||
Transaction related expenses | 6,367,000 | 3,537,000 | |||||||
Matrix | Other Receivables | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Management fees received | 1,103,000 | ||||||||
Management fees receivable | $ 185,000 | 247,000 | $ 185,000 | ||||||
Matrix | Maximum | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Management consulting agreement term | 10 years | ||||||||
Revolving Credit Facility | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Face amount | 200,000,000 | ||||||||
Matrix | Credit and Guaranty Agreement | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Long-term debt | $ 198,000,000 | ||||||||
Face amount | 198,000,000 | ||||||||
Matrix | Credit and Guaranty Agreement | Revolving Credit Facility | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Amount borrowed | 10,000,000 | ||||||||
Matrix | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Enterprise value | 537,500,000 | ||||||||
Final working capital adjustment payment | $ 75,000 | ||||||||
Human Services Segment | Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration paid | $ 200,000,000 | ||||||||
Cash included in current assets of discontinued operations held for sale | 20,099,000 | ||||||||
Proceeds from sales of business | 230,703,000 | ||||||||
Indemnity escrow reserve | $ 10,000,000 | ||||||||
Working capital adjustment | $ 13,246,000 | ||||||||
Mercury Fortuna Buyer, LLC | Matrix | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Cash consideration paid | 180,614,000 | ||||||||
Matrix | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Distribution at closing | $ 381,163,000 | ||||||||
Contribution of capital | $ 5,663,000 | ||||||||
Initial payment | $ 5,172,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other expenses: | |||||||||||
Write-off of deferred financing fees | $ 0 | $ 2,302 | $ 0 | ||||||||
Discontinued operations, net of tax | $ 16 | $ (16) | $ (117) | $ (5,866) | $ 108,428 | $ (2,791) | $ 2,370 | $ 753 | (5,983) | 108,760 | 107,871 |
Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Service revenue, net | 166,090 | 508,946 | |||||||||
Operating expenses: | |||||||||||
Service expense | 120,906 | 427,504 | |||||||||
General and administrative expense | 9,674 | 10,114 | 17,605 | ||||||||
Asset impairment charge | 1,593 | ||||||||||
Depreciation and amortization | 21,121 | 34,303 | |||||||||
Total operating expenses | 9,674 | 152,141 | 481,005 | ||||||||
Operating income (loss) | 13,949 | 27,941 | |||||||||
Other expenses: | |||||||||||
Write-off of deferred financing fees | 2,302 | ||||||||||
Interest expense, net | 9,929 | 17,188 | |||||||||
Loss from discontinued operations before income taxes | (9,674) | 1,718 | 10,753 | ||||||||
Gain on disposition | 167,895 | 123,129 | |||||||||
(Provision) benefit for income taxes | 3,691 | (60,853) | (26,011) | ||||||||
Discontinued operations, net of tax | (5,983) | 108,760 | 107,871 | ||||||||
Human Services Segment | |||||||||||
Other expenses: | |||||||||||
Discontinued operations, net of tax | $ (5,035) | ||||||||||
Human Services Segment | Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Service revenue, net | 0 | 291,510 | |||||||||
Operating expenses: | |||||||||||
Service expense | 0 | 264,293 | |||||||||
General and administrative expense | 9,674 | 7,966 | 14,975 | ||||||||
Asset impairment charge | 1,593 | ||||||||||
Depreciation and amortization | 0 | 4,831 | |||||||||
Total operating expenses | 9,674 | 7,966 | 285,692 | ||||||||
Operating income (loss) | (7,966) | 5,818 | |||||||||
Other expenses: | |||||||||||
Write-off of deferred financing fees | 0 | ||||||||||
Interest expense, net | 0 | 2,829 | |||||||||
Loss from discontinued operations before income taxes | (9,674) | (7,966) | 2,989 | ||||||||
Gain on disposition | 0 | 123,129 | |||||||||
(Provision) benefit for income taxes | 3,691 | 2,401 | (24,318) | ||||||||
Discontinued operations, net of tax | (5,983) | (5,565) | 101,800 | ||||||||
HA Services Segment | Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Service revenue, net | 166,090 | 217,436 | |||||||||
Operating expenses: | |||||||||||
Service expense | 120,906 | 163,211 | |||||||||
General and administrative expense | 0 | 2,148 | 2,630 | ||||||||
Asset impairment charge | 0 | ||||||||||
Depreciation and amortization | 21,121 | 29,472 | |||||||||
Total operating expenses | 0 | 144,175 | 195,313 | ||||||||
Operating income (loss) | 21,915 | 22,123 | |||||||||
Other expenses: | |||||||||||
Write-off of deferred financing fees | 2,302 | ||||||||||
Interest expense, net | 9,929 | 14,359 | |||||||||
Loss from discontinued operations before income taxes | 0 | 9,684 | 7,764 | ||||||||
Gain on disposition | 167,895 | 0 | |||||||||
(Provision) benefit for income taxes | 0 | (63,254) | (1,693) | ||||||||
Discontinued operations, net of tax | $ 0 | $ 114,325 | $ 6,071 |
Discontinued Operations - Alloc
Discontinued Operations - Allocated Interest Expense for Discontinued Operations (Details) - Discontinued Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued operations, interest expense | $ 9,939 | $ 17,247 |
Human Services Segment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued operations, interest expense | 0 | 2,871 |
HA Services Segment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued operations, interest expense | $ 9,939 | $ 14,376 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flow From Discontinued Operating Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from discontinued operating activities: | |||
Depreciation | $ 18,542 | $ 21,699 | $ 20,234 |
Amortization | 7,927 | 26,026 | 38,067 |
Asset impairment charge | 0 | 21,003 | 1,593 |
Stock based compensation | 7,543 | 5,136 | 26,622 |
Deferred income taxes | $ (22,996) | (14,130) | (10) |
Discontinued Operations | |||
Cash flows from discontinued operating activities: | |||
Depreciation | 3,661 | 5,746 | |
Amortization | 17,460 | 28,557 | |
Asset impairment charge | 1,593 | ||
Stock based compensation | (18) | 115 | |
Deferred income taxes | 52,338 | (4,950) | |
Cash flows from discontinued investing activities: | |||
Purchase of property and equipment | 9,174 | 10,303 | |
Human Services Segment | Discontinued Operations | |||
Cash flows from discontinued operating activities: | |||
Depreciation | 0 | 2,376 | |
Amortization | 0 | 2,455 | |
Asset impairment charge | 1,593 | ||
Stock based compensation | 0 | 7 | |
Deferred income taxes | 0 | (5,680) | |
Cash flows from discontinued investing activities: | |||
Purchase of property and equipment | 0 | 2,224 | |
HA Services Segment | Discontinued Operations | |||
Cash flows from discontinued operating activities: | |||
Depreciation | 3,661 | 3,370 | |
Amortization | 17,460 | 26,102 | |
Asset impairment charge | 0 | ||
Stock based compensation | (18) | 108 | |
Deferred income taxes | 52,338 | 730 | |
Cash flows from discontinued investing activities: | |||
Purchase of property and equipment | $ 9,174 | $ 8,079 |
Segments - Narrative (Details)
Segments - Narrative (Details) - Continuing Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sales Revenue, Services, Net | Geographic Distribution, Domestic | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 82.20% | 79.20% | 74.40% |
Sales Revenue, Services, Net | Geographic Distribution, Foreign | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 17.80% | 20.80% | 25.60% |
Net Assets, Geographic Area | Geographic Distribution, Foreign | |||
Segment Reporting Information [Line Items] | |||
Net assets | $ 99,071 | $ 76,579 | |
Sales Revenue, Net | Government Contracts Concentration Risk | One US State | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 11.20% | 10.20% | 11.00% |
Sales Revenue, Net | Government Contracts Concentration Risk | United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 10.70% |
Segments - Financial Informatio
Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | $ 406,888 | $ 409,517 | $ 407,983 | $ 399,494 | $ 385,819 | $ 412,271 | $ 398,119 | $ 382,036 | $ 1,623,882 | $ 1,578,245 | $ 1,478,010 |
Service expense | 1,489,044 | 1,452,110 | 1,381,154 | ||||||||
General and administrative expense | 72,336 | 69,911 | 70,986 | ||||||||
Asset impairment charge | 0 | 21,003 | 1,593 | ||||||||
Depreciation and amortization | 26,469 | 26,604 | 23,998 | ||||||||
Operating income | 16,937 | $ 6,309 | $ 5,999 | $ 6,788 | (16,192) | $ 9,793 | $ 6,712 | $ 8,304 | 36,033 | 8,617 | 1,872 |
Equity in net (gain) loss of investees | (12,054) | 10,287 | 10,970 | ||||||||
Investment in equity method investee | 169,912 | 161,363 | 169,912 | 161,363 | |||||||
Total assets | 704,090 | 685,279 | 704,090 | 685,279 | |||||||
Long-lived asset expenditures | 19,923 | 32,042 | 24,769 | ||||||||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 0 | 122 | (64) | ||||||||
Service expense | (3,799) | (894) | (4,308) | ||||||||
General and administrative expense | 35,119 | 28,205 | 30,436 | ||||||||
Asset impairment charge | 1,415 | ||||||||||
Depreciation and amortization | 343 | 405 | 793 | ||||||||
Operating income | (31,663) | (29,009) | (26,985) | ||||||||
Equity in net (gain) loss of investees | 0 | 0 | 0 | ||||||||
Investment in equity method investee | 0 | 0 | 0 | 0 | |||||||
Total assets | 55,459 | 54,554 | 55,459 | 54,554 | |||||||
Long-lived asset expenditures | 77 | 1,387 | 668 | ||||||||
NET Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 1,318,220 | 1,233,720 | 1,083,015 | ||||||||
Service expense | 1,227,426 | 1,132,857 | 991,659 | ||||||||
General and administrative expense | 11,779 | 11,406 | 10,704 | ||||||||
Asset impairment charge | 0 | ||||||||||
Depreciation and amortization | 13,275 | 12,375 | 9,429 | ||||||||
Operating income | 65,740 | 77,082 | 71,223 | ||||||||
Equity in net (gain) loss of investees | 0 | 0 | 0 | ||||||||
Investment in equity method investee | 0 | 0 | 0 | 0 | |||||||
Total assets | 294,127 | 313,371 | 294,127 | 313,371 | |||||||
Long-lived asset expenditures | 15,319 | 10,845 | 12,232 | ||||||||
WD Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Asset impairment charge | 9,983 | ||||||||||
WD Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 305,662 | 344,403 | 395,059 | ||||||||
Service expense | 265,417 | 320,147 | 393,803 | ||||||||
General and administrative expense | 25,438 | 30,300 | 29,846 | ||||||||
Asset impairment charge | 19,588 | ||||||||||
Depreciation and amortization | 12,851 | 13,824 | 13,776 | ||||||||
Operating income | 1,956 | (39,456) | (42,366) | ||||||||
Equity in net (gain) loss of investees | 1,391 | 8,498 | 10,970 | ||||||||
Investment in equity method investee | 213 | 4,161 | 213 | 4,161 | |||||||
Total assets | 184,805 | 160,152 | 184,805 | 160,152 | |||||||
Long-lived asset expenditures | 4,527 | 19,810 | $ 11,869 | ||||||||
Matrix Investment | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 0 | 0 | |||||||||
Service expense | 0 | 0 | |||||||||
General and administrative expense | 0 | 0 | |||||||||
Asset impairment charge | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | |||||||||
Operating income | 0 | 0 | |||||||||
Equity in net (gain) loss of investees | (13,445) | 1,789 | |||||||||
Investment in equity method investee | 157,202 | 157,202 | |||||||||
Total assets | $ 169,699 | $ 157,202 | 169,699 | 157,202 | |||||||
Long-lived asset expenditures | $ 0 | $ 0 |
Segments - Geographic Informati
Segments - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | $ 406,888 | $ 409,517 | $ 407,983 | $ 399,494 | $ 385,819 | $ 412,271 | $ 398,119 | $ 382,036 | $ 1,623,882 | $ 1,578,245 | $ 1,478,010 |
Long-lived assets | 50,377 | 46,220 | 50,377 | 46,220 | |||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 1,335,389 | 1,250,043 | 1,099,918 | ||||||||
Long-lived assets | 37,700 | 32,007 | 37,700 | 32,007 | |||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 187,655 | 235,061 | 298,386 | ||||||||
Long-lived assets | 9,354 | 9,823 | 9,354 | 9,823 | |||||||
Other Foreign | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 100,838 | 93,141 | $ 79,706 | ||||||||
Long-lived assets | $ 3,323 | $ 4,390 | $ 3,323 | $ 4,390 |
Quarterly Results (Unaudited) -
Quarterly Results (Unaudited) - Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Service revenue, net | $ 406,888 | $ 409,517 | $ 407,983 | $ 399,494 | $ 385,819 | $ 412,271 | $ 398,119 | $ 382,036 | $ 1,623,882 | $ 1,578,245 | $ 1,478,010 |
Operating Income (loss) | 16,937 | 6,309 | 5,999 | 6,788 | (16,192) | 9,793 | 6,712 | 8,304 | 36,033 | 8,617 | 1,872 |
Income (loss) from continuing operations, net of tax | 39,066 | 14,964 | 3,858 | 1,915 | (25,657) | 3,743 | 1,624 | 1,376 | 59,803 | (18,914) | (24,677) |
Discontinued operations, net of tax | 16 | (16) | (117) | (5,866) | 108,428 | (2,791) | 2,370 | 753 | (5,983) | 108,760 | 107,871 |
Net income attributable to Providence | $ 38,926 | $ 14,853 | $ 3,915 | $ (4,325) | $ 84,420 | $ 650 | $ 4,623 | $ 2,235 | $ 53,369 | $ 91,928 | $ 83,696 |
Earnings (loss) per common share: | |||||||||||
Basic (in dollars per share) | $ 2.43 | $ 0.88 | $ 0.18 | $ (0.40) | $ 4.92 | $ (0.05) | $ 0.21 | $ 0.07 | $ 3.08 | $ 5.07 | $ 4.26 |
Diluted (in dollars per share) | $ 2.41 | $ 0.88 | $ 0.18 | $ (0.40) | $ 4.92 | $ (0.05) | $ 0.21 | $ 0.07 | $ 3.06 | $ 5.07 | $ 4.26 |
Quarterly Results (Unaudited109
Quarterly Results (Unaudited) - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||||||||||
Tax Cuts and Jobs Act of 2017, remeasurement of deferred tax liability | $ 16,017,000 | |||||||||||||
Tax Cuts and Jobs Act of 2017, income tax (benefit) expense | 19,397,000 | $ (19,397,000) | ||||||||||||
Expenses included in discontinued operations, net of tax | (16,000) | $ 16,000 | $ 117,000 | $ 5,866,000 | $ (108,428,000) | $ 2,791,000 | $ (2,370,000) | $ (753,000) | 5,983,000 | $ (108,760,000) | $ (107,871,000) | |||
Service revenue, net | 406,888,000 | 409,517,000 | $ 407,983,000 | 399,494,000 | 385,819,000 | 412,271,000 | $ 398,119,000 | $ 382,036,000 | 1,623,882,000 | 1,578,245,000 | 1,478,010,000 | |||
Asset impairment charge | 0 | 21,003,000 | $ 1,593,000 | |||||||||||
Goodwill impairment loss | 0 | 5,224,000 | ||||||||||||
WD Services | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Asset impairment charge | 9,983,000 | |||||||||||||
Goodwill impairment loss | 5,224,000 | |||||||||||||
WD Services | Customer Relationships | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Asset impairment charge | 4,381,000 | 4,381,000 | ||||||||||||
Property and Equipment | WD Services | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Asset impairment charge | 9,983,000 | |||||||||||||
Matrix | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net gain, matrix transaction | $ 109,403,000 | |||||||||||||
Matrix | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Tax Cuts and Jobs Act of 2017, remeasurement of deferred tax liability | 13,610,000 | |||||||||||||
Tax Cuts and Jobs Act of 2017, income tax (benefit) expense | (3,379,000) | |||||||||||||
Service revenue, net | $ 41,635,000 | 227,872,000 | ||||||||||||
Human Services | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Expenses included in discontinued operations, net of tax | 5,035,000 | |||||||||||||
Mission Providence | Disposed of by Sale | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Gain on sale of equity investment | $ 12,606,000 | $ 12,377,000 | ||||||||||||
Equity method investment, working capital adjustment | $ 229,000 | 229,000 | ||||||||||||
Holding Company Office Space in Arizona | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Asset impairment charge | $ 1,415,000 | |||||||||||||
Proposed Settlement Agreement [Member] | Settled Litigation | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Settlement amount received | $ 5,363,000 | $ 5,363,000 | ||||||||||||
Indemnification Agreement | Rodriguez v. Providence Community Corrections | Human Services | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Legal expense | $ 5,866,000 | |||||||||||||
WD Services Offender Rehabilitation Program | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Service revenue, net | $ 5,367,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 16, 2018 | Oct. 30, 2015 | Mar. 05, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Oct. 26, 2017 | Dec. 31, 2016 | Nov. 03, 2016 | Dec. 31, 2015 | Nov. 02, 2017 | Oct. 26, 2016 | Nov. 04, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Purchase price | $ 0 | $ 0 | $ 0 | |||||||||
Stock repurchase, authorized amount | $ 69,640,000 | $ 100,000,000 | $ 70,000,000 | |||||||||
Stock repurchase (in shares) | 707,318 | 180,270 | 770,808 | 1,360,249 | ||||||||
Stock repurchase | $ 29,000,000 | $ 10,503,000 | 28,486,000 | $ 30,360,000 | $ 70,248,000 | $ 62,981,000 | $ 34,111,000 | |||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock repurchase, authorized amount | $ 25,807,000 | |||||||||||
Stock repurchase (in shares) | 527,825 | |||||||||||
Stock repurchase | $ 33,330,000 | |||||||||||
Matrix | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Equity method investment, ownership percentage | 43.60% | |||||||||||
Revolving Credit Facility | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 200,000,000 | $ 200,000,000 | ||||||||||
Matrix | HealthFair | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Purchase price | $ 160,000,000 | |||||||||||
Shares issued, seller roll-over contribution (in shares) | 24,200,000 | |||||||||||
Matrix | Revolving Credit Facility | HealthFair | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 20,000,000 | |||||||||||
Matrix | Term Loan | HealthFair | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 330,000,000 |
Schedule II Valuation and Qu111
Schedule II Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 5,901 | $ 4,380 | $ 3,198 |
Charged to costs and expenses | 815 | 3,298 | 1,928 |
Charged to other accounts | (466) | 1,058 | 1,152 |
Deductions | 488 | 2,835 | 1,898 |
Balance at end of period | $ 5,762 | $ 5,901 | $ 4,380 |