Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 06, 2018 | |
Document Entity Information [Abstract] | ||
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 Common Stock, Shares Outstanding (in shares) | 12,809,314 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 29,700 | $ 95,310 |
Accounts receivable, net of allowance of $5,811 in 2018 and $5,762 in 2017 | 184,313 | 158,926 |
Other receivables | 5,366 | 5,759 |
Prepaid expenses and other | 52,961 | 35,243 |
Restricted cash | 1,868 | 1,091 |
Current assets held for sale | 14,872 | 0 |
Total current assets | 289,080 | 296,329 |
Property and equipment, net | 47,450 | 50,377 |
Goodwill | 121,138 | 121,668 |
Intangible assets, net | 39,303 | 43,939 |
Equity investments | 165,988 | 169,912 |
Other assets | 10,296 | 12,028 |
Restricted cash, less current portion | 3,260 | 5,205 |
Deferred tax asset | 3,720 | 4,632 |
Total assets | 680,235 | 704,090 |
Current liabilities: | ||
Current portion of long-term obligations | 1,714 | 2,400 |
Accounts payable | 24,956 | 15,404 |
Accrued expenses | 84,292 | 103,838 |
Accrued transportation costs | 94,077 | 83,588 |
Deferred revenue | 30,004 | 17,381 |
Reinsurance and related liability reserves | 5,646 | 4,319 |
Current liabilities held for sale | 14,872 | 0 |
Total current liabilities | 255,561 | 226,930 |
Long-term obligations, less current portion | 507 | 584 |
Other long-term liabilities | 16,085 | 21,386 |
Deferred tax liabilities | 38,722 | 41,627 |
Total liabilities | 310,875 | 290,527 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,775,131 and 17,473,598 issued and outstanding (including treasury shares) | 18 | 17 |
Additional paid-in capital | 330,009 | 313,955 |
Retained earnings | 202,548 | 204,818 |
Accumulated other comprehensive loss, net of tax | (27,846) | (25,805) |
Treasury shares, at cost, 4,968,758 and 4,126,132 shares | (210,802) | (154,803) |
Total Providence stockholders' equity | 293,927 | 338,182 |
Noncontrolling interest | (2,012) | (2,165) |
Total stockholders' equity | 291,915 | 336,017 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 680,235 | 704,090 |
Convertible preferred stock | ||
Redeemable convertible preferred stock | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 802,159 and 803,200 issued and outstanding; 5.5%/8.5% dividend rate | $ 77,445 | $ 77,546 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounts receivable allowance | $ 5,811 | $ 5,762 |
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) | 17,775,131 | 17,473,598 |
Common stock, shares outstanding (in shares) | 17,775,131 | 17,473,598 |
Treasury shares, shares (in shares) | 4,968,758 | 4,126,132 |
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) | 802,159 | 803,200 |
Convertible preferred stock, Shares Outstanding (in shares) | 802,159 | 803,200 |
Convertible preferred stock | Cash Dividends | ||
Convertible preferred stock, dividend rate | 5.50% | 5.50% |
Convertible preferred stock | Paid-in-kind Dividends | ||
Convertible preferred stock, dividend rate | 8.50% | 8.50% |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Service revenue, net | $ 411,794 | $ 407,983 | $ 817,840 | $ 807,477 |
Operating expenses: | ||||
Service expense | 385,071 | 377,036 | 756,306 | 746,446 |
General and administrative expense | 19,278 | 18,048 | 37,691 | 35,076 |
Asset impairment charge | 9,881 | 0 | 9,881 | 0 |
Depreciation and amortization | 6,878 | 6,900 | 13,677 | 13,169 |
Total operating expenses | 421,108 | 401,984 | 817,555 | 794,691 |
Operating income (loss) | (9,314) | 5,999 | 285 | 12,786 |
Other expenses: | ||||
Interest expense, net | 245 | 329 | 570 | 681 |
Equity in net (gain) loss of investees | 147 | (1,530) | 2,468 | 530 |
Loss (gain) on foreign currency transactions | (6) | 463 | (629) | 400 |
Income (loss) from continuing operations before income taxes | (9,700) | 6,737 | (2,124) | 11,175 |
Provision for income taxes | 1,654 | 2,879 | 3,496 | 5,402 |
Income (loss) from continuing operations, net of tax | (11,354) | 3,858 | (5,620) | 5,773 |
Discontinued operations, net of tax | (49) | (117) | (57) | (5,984) |
Net income (loss) | (11,403) | 3,741 | (5,677) | (211) |
Net loss (income) attributable to noncontrolling interests | 188 | 174 | (108) | (200) |
Net income (loss) attributable to Providence | (11,215) | 3,915 | (5,785) | (411) |
Net income (loss) available to common stockholders (Note 12) | $ (12,321) | $ 2,434 | $ (7,980) | $ (3,037) |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ (0.94) | $ 0.19 | $ (0.61) | $ 0.22 |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | 0 | (0.44) |
Basic earnings (loss) per common share (in dollars per share) | (0.95) | 0.18 | (0.61) | (0.22) |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | (0.94) | 0.19 | (0.61) | 0.22 |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | 0 | (0.44) |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.95) | $ 0.18 | $ (0.61) | $ (0.22) |
Weighted-average number of common shares outstanding: | ||||
Basic (in shares) | 13,008,106 | 13,553,704 | 13,056,765 | 13,628,572 |
Diluted (in shares) | 13,008,106 | 13,607,576 | 13,056,765 | 13,687,183 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (11,403) | $ 3,741 | $ (5,677) | $ (211) |
Net loss (income) attributable to noncontrolling interest | 188 | 174 | (108) | (200) |
Net income (loss) attributable to Providence | (11,215) | 3,915 | (5,785) | (411) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | (3,967) | 3,225 | (2,041) | 4,426 |
Other comprehensive income (loss) | (3,967) | 3,225 | (2,041) | 4,426 |
Comprehensive income (loss) | (15,370) | 6,966 | (7,718) | 4,215 |
Comprehensive loss (income) attributable to noncontrolling interest | 62 | 264 | (153) | (87) |
Comprehensive income (loss) attributable to Providence | $ (15,308) | $ 7,230 | $ (7,871) | $ 4,128 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net (loss) income | $ (5,677) | $ (211) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 9,565 | 9,245 |
Amortization | 4,112 | 3,924 |
Asset impairment charge | 9,881 | 0 |
Provision for doubtful accounts | 197 | 1,082 |
Stock-based compensation | 4,278 | 3,021 |
Deferred income taxes | (2,665) | (6,733) |
Amortization of deferred financing costs and debt discount | 308 | 349 |
Equity in net loss of investees | 2,468 | 530 |
Other non-cash charges (credits) | (605) | 403 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (33,993) | (8,949) |
Prepaid expenses and other | (10,967) | (3,485) |
Reinsurance and related liability reserve | (1,294) | (4,874) |
Accounts payable and accrued expenses | (4,865) | (1,716) |
Accrued transportation costs | 10,489 | 11,456 |
Deferred revenue | 10,780 | 2,896 |
Other long-term liabilities | 72 | 2,325 |
Net cash (used in) provided by operating activities | (7,916) | 9,263 |
Investing activities | ||
Purchase of property and equipment | (8,792) | (10,745) |
Net increase from short-term investments | 0 | 300 |
Loan to joint venture | 0 | (566) |
Proceeds from note receivable | 3,130 | 0 |
Net cash used in investing activities | (5,662) | (11,011) |
Financing activities | ||
Preferred stock dividends | (2,190) | (2,191) |
Repurchase of common stock, for treasury | (55,999) | (18,754) |
Proceeds from common stock issued pursuant to stock option exercise | 12,405 | 1,028 |
Performance restricted stock surrendered for employee tax payment | (429) | (96) |
Capital lease payments and other | (1,793) | (738) |
Net cash used in financing activities | (48,006) | (20,751) |
Effect of exchange rate changes on cash | (53) | 606 |
Net change in cash and cash equivalents | (61,637) | (21,893) |
Cash, cash equivalents and restricted cash at beginning of period | 101,606 | 86,392 |
Cash, cash equivalents and restricted cash at end of period | 39,969 | 64,499 |
Supplemental cash flow information: | ||
Cash paid for interest | 588 | 714 |
Cash paid for income taxes | 9,462 | 7,736 |
Purchase of equipment through capital lease obligation | $ 677 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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”), accounted for as an equity method investment. Matrix offers a national network of community-based clinicians who deliver in-home services for members, including comprehensive health assessments (“CHAs”), and a fleet of mobile health clinics with advanced diagnostic capabilities. On February 16, 2018, Matrix acquired HealthFair. 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. On April 11, 2018, the Company announced an organizational consolidation plan to integrate substantially all activities and functions performed at the corporate holding company level into its wholly-owned subsidiary, LogistiCare. See Note 8, Restructuring and Related Reorganization Costs, for further information. 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 the single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in United States (“U.S.”) dollars, unless otherwise noted. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018 . Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed, and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . 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 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 condensed consolidated financial statements. Reclassifications We have reclassified certain amounts relating to our prior period results to conform to our current period presentation. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , for additional information on reclassifications. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the six months ended June 30, 2018 : In May 2014, the FASB issued Accounting Standards Update (“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 replaced historical 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. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method for contracts that were not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s condensed consolidated balance sheet as of January 1, 2018 were as follows: Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Prepaid expenses and other $ 35,243 $ 11,182 $ 46,425 Liabilities Accrued expenses 103,838 2,330 106,168 Deferred revenue 17,381 3,112 20,493 Deferred tax liability 41,627 30 41,657 Equity Retained earnings, net of tax 204,818 5,710 210,528 The impact of applying the new revenue recognition guidance on the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2018 , and balance sheet as of June 30, 2018 , was as follows: Three months ended June 30, 2018 Six months ended June 30, 2018 Statements of Income As Reported Pro forma as if the previous accounting guidance was in effect As Reported Pro forma as if the previous accounting guidance was in effect Service revenue, net $ 411,794 $ 416,059 $ 817,840 $ 831,407 Service expense 385,071 389,198 756,306 766,283 Operating income (loss) (9,314 ) (9,176 ) 285 3,875 Income (loss) from continuing operations before taxes (9,700 ) (9,562 ) (2,124 ) 1,466 Net loss attributable to Providence (11,215 ) (11,089 ) (5,785 ) (2,990 ) Diluted loss per share $ (0.95 ) $ (0.94 ) $ (0.61 ) $ (0.40 ) June 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 52,961 $ 42,042 Accrued expenses 84,292 82,717 Deferred revenue 30,004 22,917 Deferred tax liabilities 38,722 39,386 Retained earnings, net of tax 202,548 199,628 The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See further information in Note 3, Revenue Recognition . 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 adopted ASU 2016-15 on January 1, 2018. The adoption did not 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 adopted ASU 2016-18 on January 1, 2018. As a result of the adoption of ASU 2016-18, the Company recast its condensed consolidated statement of cash flows for the six months ended June 30, 2017 . The recast resulted in an increase in cash used in investing activities of $6,216 . See additional information in Note 4, Cash, Cash Equivalents and Restricted Cash. 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 adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements. Updates to the recent accounting pronouncements as disclosed in the Company's Form 10-K for the year ended December 31, 2017 are as follows: 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 . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 (Leases) (“ASU 2018-10”), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. Additionally, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which is intended to reduce costs and ease implementation of the leases standard for financial statement preparers. ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract. 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, ASU 2018-10 and ASU 2018-11 are effective for publicly held entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees may 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, or the lessee may initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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 adopting ASC 842. It has assembled a cross-functional project team and commenced its adoption plan, which will require modifications and enhancements to the Company's information systems and internal controls. The Company's assessment of the related financial impact is ongoing and, therefore, the Company has not yet determined whether the impact 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 is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Form 10-K for the year ended December 31, 2017 . |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company recognizes revenue as it transfers control of promised services to its customers. The Company generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time. Disaggregation of Revenue The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by contract type for NET Services: Three months ended June 30, 2018 Six months ended June 30, 2018 State Medicaid agency contracts $ 183,459 $ 360,748 Managed care organization contracts 160,278 319,685 Total NET Services revenue, net $ 343,737 $ 680,433 Capitated contracts $ 286,994 $ 571,395 Non-capitated contracts 56,743 109,038 Total NET Services revenue, net $ 343,737 $ 680,433 The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by revenue category for WD Services: Three months ended June 30, 2018 Six months ended June 30, 2018 Employment preparation and placement services $ 44,372 $ 86,395 Legal offender rehabilitation services 17,637 40,849 Other 6,048 10,163 Total WD Services revenue, net $ 68,057 $ 137,407 The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by geographic region: Three months ended June 30, 2018 United United Other Total NET Services $ 343,737 $ — $ — $ 343,737 WD Services 4,629 34,364 29,064 68,057 Total $ 348,366 $ 34,364 $ 29,064 $ 411,794 Six months ended June 30, 2018 United United Other Total NET Services $ 680,433 $ — $ — $ 680,433 WD Services 9,041 74,450 53,916 137,407 Total $ 689,474 $ 74,450 $ 53,916 $ 817,840 NET Services Revenue NET Services provides non-emergency transportation services pursuant to contractual commitments over defined service delivery periods. For most contracts, NET Services arranges for transportation of members through its network of independent transportation providers, whereby it remits payment to the transportation providers. However, for certain contracts, NET Services 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. These contracts typically include single performance obligations under which NET Services stands ready to deliver management, fulfillment and record-keeping related to non-emergency transportation services. Transportation management services include, but are not limited to, fraud, waste, and abuse and utilization review programs as well as compliance controls. NET Services’ performance obligations consist of a series of distinct services that are substantially the same and which are transferred to the customer in the same manner. In most cases, NET Services is the principal in its arrangements because it controls the services before transferring those services to the customer. NET Services primarily uses the ‘as invoiced’ practical expedient to recognize revenue because it typically has the right to consideration from customers in an amount that corresponds directly with the value of its performance to date. This is consistent with NET Services’ historical revenue recognition policy. NET Services recognizes revenue for some of its contracts that include variable consideration using a time-elapsed measure when the fees earned relate directly to services performed in the period. Because most contracts include termination for convenience clauses with required notice periods of less than one year, most NET Services contracts are deemed to be short-term in nature. Some of NET Services’ contracts include provisions whereby it must provide certain levels of service or face potential penalties or be required to refund fees paid by the customer. For those contracts, NET Services’ records a provision to reduce revenue to reflect the amount to which it expects it will ultimately be entitled. The only financial impact for NET Services of adopting ASU 2014-09 was the determination it is the agent under one of its contracts based on the new guidance, whereas it previously considered itself the principal in the arrangement. Consequently, NET Services now recognizes revenue under the specific contract on a net basis, which resulted in reduced revenue and service expense of $3,464 and $7,401 during the three and six months ended June 30, 2018 , respectively. During the three and six months ended June 30, 2018 , NET Services recognized negative $1,007 and positive $5,685 , respectively, from performance obligations satisfied in previous periods due to the resolution of contractual adjustments agreed with the customer. WD Services Revenue WD Services provides workforce development and offender rehabilitation services, which include employment preparation and placement, as well as apprenticeship and training, youth community service programs and certain health related services to clients on behalf of governmental and private entities pursuant to contractual commitments over defined service delivery periods. While the specific terms vary by contract, WD Services 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 (collectively, “outcome fees”). Most of WD Services’ contracts include a single promise to stand ready to deliver pre-defined services. WD Services concluded its performance obligations comprise a series of distinct monthly services that are substantially the same and which are transferred to the customer in the same manner. Accordingly, the monthly promise to stand ready is accounted for as a single performance obligation. Substantially all of WD Services’ contracts include variable consideration, whereby it earns revenues if certain contractually-defined outcomes occur in the future. As the related performance obligations are satisfied, WD Services recognizes revenue for those outcomes in proportion to the amount of the related fees it estimates have been earned. The amount of revenue is based upon WD Services’ estimate of the final amount of outcome fees to be earned. WD Services evaluates probability generally using the expected value method because the likelihood it will be entitled to variable fees is binary in nature. These estimates consider i) contractual rates, ii) assumed success rates and iii) assumed participant life on program. Generally, each of these estimates is based upon historical results, although for new contracts, other factors may be considered. At each reporting period, WD Services updates its estimate of variable consideration based on actual results or other relevant information and records an adjustment to revenue based upon services performed to date. For some of WD Services’ contracts, it recognizes revenue as it invoices customers because the amount to which it is entitled to invoice approximates the fair value of the services transferred. WD Services constrains its estimates of variable consideration by reducing those estimates to amounts it believes with sufficient confidence will not later result in a significant reversal of revenue. When determining if variable consideration should be constrained, management considers whether there are factors outside WD Services’ control that could result in a significant reversal of revenue. In making these assessments, WD Services considers the likelihood and magnitude of a potential reversal of revenue. For some of WD Services’ contracts, WD Services accrues for potential penalties it could incur as a result of not meeting certain performance targets. These penalties are estimated based on expectations from historical results. During the three months ended June 30, 2018, our subsidiary, The Reducing Reoffending Partnership Limited (“RRP”), along with other providers of probation services, obtained further clarity on the recommendations resulting from the UK probation services review, including the measurement of frequency and binary recidivism measures and the related income and penalties. Although the final agreement has not been signed, as a result of this clarification, RRP was able to calculate a reasonable estimate of its liability, recording a reduction of revenue of $1,928 during the three months ended June 30, 2018. In addition, based upon current performance trends, the Company estimates it will incur additional penalties over the remainder of the contract through 2020, and such amounts will be recorded as an offset to revenue earned over such periods, based upon ASC 606. The Company believes it will have the opportunity to earn additional income based upon the final amendment, but such amounts will be recorded in the future as services are provided. Under the new standard, for certain contracts in which WD Services receives up-front fees or fixed monthly fees, WD Services may recognize revenue over a different period than under historical guidance, which may include a longer period of time. In addition, WD Services may recognize revenue for outcome fees earlier than under historical guidance, as WD Services previously recognized those revenues only upon final resolution of the outcome, at which point the related invoice was issued. Thus, the new standard results in a greater degree of estimation for outcome-based fees, and to a lesser extent, fixed fees. During the three and six months ended June 30, 2018 , WD Services recognized $3,833 and $4,342 , respectively, from performance obligations satisfied in previous periods, based upon final resolution of amounts with the customer. Related Balance Sheet Accounts Accounts receivable, net - 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. 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. In addition, certain government entities which WD Services serves remit payment substantially beyond the payment terms. For example, under WD Services’ employability contract in Saudi Arabia, certain receivable balances are significantly past due. The Company monitors these amounts due to the aging of receivables, taking into account discussions with the customer and other considerations, and 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 following table provides information about accounts receivable, net as of June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Accounts receivable $ 138,441 $ 122,634 NET Services' reconciliation contract receivable 51,683 42,054 Allowance for doubtful accounts (5,811 ) (5,762 ) $ 184,313 $ 158,926 Contract assets - Primarily reflects estimated revenue expected to be billed, as the Company does not have the unconditional right to invoice these amounts. We receive payments from customers based on the terms established in our contracts. The balance of $7,986 is included in Prepaid expenses and other in the condensed consolidated balance sheet at June 30, 2018 . NET Services accrued contract payments - Includes liabilities related to certain contracts of NET Services for which final payment is based on a reconciliation of actual utilization and cost, and the final reconciliation may require a considerable period of time. The balance is included in Accrued liabilities in the condensed consolidated balance sheet. The balance at June 30, 2018 and December 31, 2017 totaled $13,619 and $17,487 , respectively. Deferred Revenue - Includes funds received for certain services in advance of services being rendered. The balance at June 30, 2018 and December 31, 2017 totaled $30,004 and $17,381 , respectively. The increase in the deferred revenue balance from December 31, 2017 to June 30, 2018 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, including the impact of the adoption of the revenue recognition standard, as revenue under the WD Services youth services contract is now fully deferred until the courses are offered in the summer and fall. During the six months ended June 30, 2018, $7,432 of revenue deferred as of December 31, 2017 was recognized. Costs to Obtain and Fulfill a Contract The Company capitalizes costs incurred to fulfill its contracts that i) relate directly to the contract; ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract; and iii) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed to service expense as the Company satisfies its performance obligations. These costs, which are classified in "Prepaid expenses and other" on the condensed consolidated balance sheets, principally relate to costs deferred for work performed by sub-contractors under WD Services’ contracts that will be used in satisfying future performance obligations. These deferred costs totaled $12,606 and $2,543 at June 30, 2018 and December 31, 2017 , respectively. Practical Expedients, Exemptions and Other Matters We do not incur significant sales commissions expenses. Any amounts are expensed as incurred. These costs are recorded within service expense in the condensed consolidated statements of income. The Company generally expects the period of time from when it transfers a promised service to a customer and when the customer pays for the service to be one year or less, and thus we do not have a significant financing component for our contracts with customers. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less; (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed; or (iii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation, and the terms of the variable consideration relate specifically to our efforts to transfer the distinct service or to a specific outcome from transferring the distinct service. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Jun. 30, 2018 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: June 30, 2018 June 30, 2017 Cash and cash equivalents $ 29,700 $ 56,583 Restricted cash, current 1,868 1,461 Current assets held for sale (cash) 5,141 — Restricted cash, less current portion 3,260 6,455 Cash, cash equivalents and restricted cash $ 39,969 $ 64,499 Restricted cash primarily relates to amounts held in trusts for reinsurance claims losses under the Company’s Captive insurance operation for 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. Cash recorded as an asset held for sale relates to the sale of our Ingeus France business. See Note 17, Assets Held for Sale, for additional information. |
Equity Investment
Equity Investment | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment Matrix As of June 30, 2018 and December 31, 2017 , the Company owned a 43.6% and 46.6% noncontrolling interest in Matrix, respectively. The Company's ownership decreased as a result of the rollover of certain equity interests in HealthFair, which Matrix acquired on February 16, 2018. 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 condensed consolidated statements of income. The carrying amount of the assets included in the Company’s condensed consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Matrix as of June 30, 2018 and December 31, 2017 totaled $165,731 and $169,699 , respectively. Summary financial information for Matrix on a standalone basis is as follows: June 30, 2018 December 31, 2017 Current assets $ 61,053 $ 37,563 Long-term assets 740,387 597,613 Current liabilities 34,121 27,718 Long-term liabilities 371,847 240,513 Three months ended Three months ended Revenue $ 78,409 $ 60,852 Operating income 4,627 5,942 Net (loss) income (869 ) 1,619 Six months ended June 30, 2018 Six months ended June 30, 2017 Revenue 145,839 116,707 Operating income 3,838 6,950 Net loss (9,387 ) (238 ) Included in Matrix’s standalone net loss for the three months ended June 30, 2018 are depreciation and amortization of $9,359 , interest expense of $5,940 , equity compensation of $863 , management fees paid to certain of Matrix’s shareholders of $697 , merger and acquisition related diligence costs of $77 , integration costs of $1,097 , and an income tax benefit of $444 . Included in Matrix’s standalone net loss for the six months ended June 30, 2018 are depreciation and amortization of $18,411 , interest expense of $16,283 , including $6,288 related to the amortization of deferred financing costs primarily resulting from the refinancing of Matrix debt facility, equity compensation of $1,600 , management fees paid to certain of Matrix’s shareholders of $3,754 , merger and acquisition related diligence costs of $2,246 primarily related to the first quarter acquisition of HealthFair, integration costs of $1,532 , and an income tax benefit of $3,058 . Included in Matrix’s standalone net loss for the three months ended June 30, 2017 were transaction bonuses and other transaction related costs of $523 , equity compensation of $620 , depreciation and amortization of $8,127 , interest expense of $3,658 and an income tax expense of $665 . Included in Matrix’s standalone net loss for the six months ended June 30, 2017 were transaction bonuses and other transaction related costs of $3,518 , equity compensation of $1,262 , depreciation and amortization of $16,160 , interest expense of $7,264 and an income tax benefit of $76 . |
Prepaid Expenses and Other
Prepaid Expenses and Other | 6 Months Ended |
Jun. 30, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other | Prepaid Expenses and Other Prepaid expenses and other were comprised of the following: June 30, December 31, Prepaid income taxes $ 2,659 $ 1,106 Escrow funds 10,000 10,000 Contract asset 7,986 — Prepaid insurance 1,714 2,121 Prepaid taxes and licenses 2,566 906 Note receivable — 3,224 Prepaid rent 2,034 2,268 Deposits held for leased premises and bonds 2,119 2,849 Costs to fulfill a contract 12,606 2,543 Other 11,277 10,226 Total prepaid expenses and other $ 52,961 $ 35,243 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 indemnification claims, which is included in “Accrued expenses” in the condensed consolidated balance sheet as of June 30, 2018 and December 31, 2017 . The escrow funds will be used to satisfy a portion of this settlement. See Note 14, Commitments and Contingencies , for further information. “Contract asset” and “Costs to fulfill a contract” in the table above relate to the adoption of ASC 606, as described in Note 3, Revenue Recognition . |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: June 30, December 31, 2017 Accrued compensation $ 11,319 $ 29,715 NET Services accrued contract payments 13,619 17,487 Accrued settlement 15,000 15,000 Accrued cash settled stock-based compensation 7,328 3,938 Income taxes payable 410 3,723 Other 36,616 33,975 Total accrued expenses $ 84,292 $ 103,838 |
Restructuring and Related Reorg
Restructuring and Related Reorganization Costs | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Organization Costs | Restructuring and Related Reorganization Costs Corporate and Other On April 11, 2018, the Company announced an organizational consolidation plan to integrate substantially all activities and functions performed at the corporate holding company level into its wholly-owned subsidiary, LogistiCare. As part of the organizational consolidation process, the Company’s Stamford, CT headquarters and Tucson, AZ satellite office will be closed. The Company adopted an employee retention plan designed to incentivize current holding company level employees to remain employed with the Company during the transition. The employee retention plan became effective on April 9, 2018 and covers the holding company level employees and provides for certain payments and benefits to be provided to the employees if they remain employed with the Company through a retention date established for each individual, subject to a fully executed retention letter. The organizational consolidation is expected to be completed by the middle of 2019. As of June 30, 2018, the Company estimates that it will incur aggregate pre-tax restructuring charges of approximately $8,400 through June 30, 2019 in connection with the organizational consolidation discussed above. These charges include approximately $4,400 related to retention and personnel costs, $2,000 related to acceleration of stock-based compensation, $600 related to accelerated depreciation and $1,400 related to other costs, including lease termination and recruiting costs. A total of $2,634 restructuring and related costs have been incurred during the three months ended June 30, 2018 related to the organizational consolidation. These costs include $708 of retention costs, $1,450 of accelerated stock-based compensation expense, including the immediate expensing of $1,273 related to the forfeiture of awards by the CEO, $146 of accelerated depreciation and $330 of other costs, primarily related to recruiting. A total of $3,082 restructuring and related costs have been incurred during the six months ended June 30, 2018 related to the organizational consolidation. These costs include $708 of retention costs, $1,450 of accelerated stock-based compensation expense, $146 of accelerated depreciation and $778 of other costs. These costs are recorded as “General and administrative expense” and “Depreciation and amortization” in the accompanying condensed consolidated statements of income. Summary of Liability for Corporate and Other Restructuring and Related Charges January 1, Costs Incurred Cash Payments June 30, 2018 Retention liability $ — $ 708 $ — $ 708 Other liability — 778 (578 ) 200 Total $ — $ 1,486 $ (578 ) $ 908 The total restructuring liability at June 30, 2018 includes $903 classified as “Accrued expenses” and $5 classified as “Accounts payable” in the condensed consolidated balance sheet. WD Services WD Services has two active redundancy programs at June 30, 2018 . During the year ended December 31, 2017 , WD Services had four redundancy programs. Of these four redundancy plans, two redundancy plans were approved in 2015: a plan related to the termination of employees delivering services under an offender rehabilitation program (“Offender Rehabilitation Program”), which has been completed, 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 at Ingeus with revenue and to improve overall operating performance was approved in 2016 and began a second phase during the three months ended March 31, 2018. Further, a redundancy program to align costs with revenue for offender rehabilitation services (“Delivery First Program”) was approved in the fourth quarter of 2017, and a second phase of this program began in the second quarter of 2018. The Company recorded severance and related charges of $2,400 and $859 during the six months ended June 30, 2018 and 2017 , 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 condensed consolidated statements of income. The initial estimate of severance and related charges for the plans was based upon the employee groups impacted, average salary and benefits, and redundancy benefits pursuant to the existing policies. Additional charges above the initial estimates, or additional phases of the plan, were incurred for the redundancy plans during the six months ended June 30, 2018 and 2017 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 Liability for WD Services Severance and Related Charges January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments June 30, 2018 Ingeus Futures Program $ 482 $ 1,226 $ (1,463 ) $ (30 ) $ 215 Delivery First Program 1,287 1,174 (1,297 ) 14 1,178 Total $ 1,769 $ 2,400 $ (2,760 ) $ (16 ) $ 1,393 January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments June 30, 2017 Ingeus Futures Program $ 2,486 $ 836 $ (2,341 ) $ 130 $ 1,111 Offender Rehabilitation Program 1,380 52 (1,295 ) 18 155 UK Restructuring Program 50 (29 ) — 2 23 Total $ 3,916 $ 859 $ (3,636 ) $ 150 $ 1,289 The total of accrued severance and related costs of $1,393 is reflected in “Accrued expenses” in the condensed consolidated balance sheet at June 30, 2018 . The amount accrued as of June 30, 2018 is expected to be settled principally by the end of 2018 . Additionally, in conjunction with the second phase of the Ingeus Futures Program, the Company incurred $295 of expense during the six months ended June 30, 2018 primarily related to property and equipment costs. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On June 7, 2018, the Company and certain of its subsidiaries entered into the Fifth Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Amendment”), amending the Amended and Restated Credit and Guaranty Agreement dated as of August 2, 2013 (as amended to date, the “Credit Agreement”), by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent. The Amendment extends the maturity date of the Credit Agreement to August 2, 2019. The Amendment also amends certain covenants under the Credit Agreement to provide for greater operational, financial and strategic flexibility, including the implementation of the Company’s organizational consolidation plan. The Company had no amounts outstanding under the Credit Agreement on June 30, 2018 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following table reflects changes in common stock, additional paid-in capital, retained earnings, accumulated other comprehensive loss, treasury stock and noncontrolling interest for the six months ended June 30, 2018 : Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Non-controlling Interest Total Shares Amount Shares Amount Balance at December 31, 2017 17,473,598 $ 17 $ 313,955 $ 204,818 $ (25,805 ) 4,126,132 $ (154,803 ) $ (2,165 ) $ 336,017 Stock-based compensation — — 4,439 — — — — — 4,439 Exercise of employee stock options 265,793 1 11,661 — — — — — 11,662 Restricted stock issued 26,989 — (320 ) — — 3,907 (246 ) — (566 ) Performance restricted stock issued 3,110 — (109 ) — — — — — (109 ) Shares issued for bonus settlement and director stipend 3,033 150 — — — — 150 Stock repurchase plan — — — — — 838,719 (55,753 ) — (55,753 ) Conversion of convertible preferred stock to common stock 2,608 — 105 (5 ) — — — — 100 Foreign currency translation adjustments, net of tax — — — — (2,041 ) — — 45 (1,996 ) Convertible preferred stock dividends — — — (2,190 ) — — — — (2,190 ) Noncontrolling interests — — — — — — — 108 108 Other — — 128 — — — — — 128 Net income attributable to Providence — — — (5,785 ) — — — — (5,785 ) Cumulative effect adjustment from change in accounting principle — — — 5,710 — — — — 5,710 Balance at June 30, 2018 17,775,131 $ 18 $ 330,009 $ 202,548 $ (27,846 ) 4,968,758 $ (210,802 ) $ (2,012 ) $ 291,915 Share Repurchases On March 29, 2018, the Board of Directors (“Board”) authorized an increase in the amount available for stock repurchases under the Company’s existing stock repurchase program by $77,794 , and extended the existing stock repurchase program through June 30, 2019 (as amended and extended, the “Stock Repurchase Program”). As of June 30, 2018 , approximately $81,177 remains for additional repurchases by the Company under the Stock Repurchase Program, excluding commission payments. The share repurchases may be made from time-to-time through a combination of open market repurchases (including Rule 10b5-1 plans), privately negotiated transactions, accelerated share repurchase transactions and other derivative transactions. The timing, number and amount of any shares repurchased will be determined by the Company’s officers at their discretion, and as permitted by securities laws, covenants under existing bank agreements and other legal requirements, and will be based on a number of factors, including an evaluation of general market and economic conditions and the trading price of the common stock. The Stock Repurchase Program may be suspended or discontinued at any time without prior notice. |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation and Similar Arrangements | Stock-Based Compensation and Similar Arrangements The Company provides stock-based compensation to employees and non-employee directors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). Typical awards issued under this plan include stock option awards, restricted stock awards (“RSAs”) and performance based restricted stock units (“PRSUs”). The following table reflects the amount of stock-based compensation, for share settled awards, recorded in each financial statement line item for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Service expense $ 39 $ 110 $ 94 $ 234 General and administrative expense 3,302 1,445 4,184 2,787 Equity in net loss of investees 102 13 161 40 Total stock-based compensation $ 3,443 $ 1,568 $ 4,439 $ 3,061 At June 30, 2018 , the Company had 635,995 stock options outstanding with a weighted-average exercise price of $61.81 . The Company also had 53,958 shares of unvested RSAs outstanding at June 30, 2018 with a weighted-average grant date fair value, as modified, of $54.58 . Awards Granted and Modified in Conjunction with the Organizational Consolidation In connection with the organizational consolidation plan, the Company entered into an agreement with R. Carter Pate for his continued employment as the Company’s Interim CEO through June 30, 2019. The agreement also provides for a grant of unvested options to purchase up to 394,000 shares of the Company's common stock, at a price of $71.67 per share, which was the closing price of the Company’s common stock on the grant date. The options are subject to vesting as follows: (i) 50% of the options will become vested if Mr. Pate remains employed by the Company through June 30, 2019 (the “Time-Vesting Options”), (ii) 25% of the options will become vested on March 31, 2019 if the Company has achieved its budget for its 2018 fiscal year, subject to certain adjustments, and Mr. Pate is then employed, and (iii) 25% of the options will become vested on March 31, 2019 subject to Mr. Pate’s achievement of other performance metrics if Mr. Pate is then employed. In addition, the Time-Vesting Options will become fully vested upon a “change in control” (as defined in the 2006 Plan) or a termination of Mr. Pate’s employment by the Company without “cause” (as defined in the Company’s 2015 Holding Company LTI Program) or for “good reason” (as defined in the Option Agreement). Once vested, the options will remain exercisable until April 8, 2021, unless terminated earlier due to a termination of Mr. Pate’s employment for “cause”. In recognition of certain holding company employees’ essential contributions to the success of the Company, and to encourage further alignment with the Company’s long-term interests through the ownership of equity, Mr. Pate voluntarily set aside 98,500 of the options granted to him, representing 25% of his total award. The value of the awards of $1,273 was fully expensed in the three months ended June 30, 2018. The Compensation Committee of the Board expects to grant at a later date restricted stock awards equivalent in value to the options voluntarily set aside by Mr. Pate, to employees based upon their performance throughout the organizational consolidation process. Also in connection with the organizational consolidation plan and his appointment as Interim CFO, on April 9, 2018, William Severance received an option to purchase 13,710 shares of common stock at a price of $71.67 per share, which was the closing price of the Company’s common stock on the grant date. The options will become fully exercisable on May 10, 2019, subject to Mr. Severance’s continued employment with the Company, and if not exercised will expire on December 31, 2020. In addition, as part of the Company’s retention plan associated with the organizational consolidation plan, the Company provided that unvested share based awards to employees subject to the retention plan will vest in full upon their termination dates so long as those employees fulfill their service obligation to the Company under the retention plan. As such, the vesting terms of 9,966 restricted stock awards and 11,035 stock options were modified. Additionally, the exercise terms of the respective unvested stock options were modified to allow for exercise through December 31, 2020. As a result of the modifications, the Company revalued the awards as of April 9, 2018, and is expensing the unrecognized stock-based compensation cost, based on the new fair value, through the termination date of each relevant employee. Additional expense incurred during the three and six months ended June 30, 2018 , as a result of the modification, totaled $177 . See Note 8, Restructuring and Related Reorganization Costs, for additional information. Cash Settled Awards The Company also grants stock equivalent unit awards (“SEUs”) and stock option equivalent units that are cash settled awards and are not included as part of the 2006 Plan. During the three and six months ended June 30, 2018 , respectively, the Company recorded $1,795 and $3,626 of stock-based compensation expense for cash settled awards. During the three and six months ended June 30, 2017 , respectively, the Company recorded $564 and $1,231 of stock-based compensation expense for cash settled awards. The expense for cash settled awards is included as “General and administrative expense” in the accompanying condensed consolidated statements of income. As the instruments are accounted for as liability awards, the expense recorded for the three and six months ended June 30, 2018 and 2017 is almost entirely attributable to the Company’s increase in stock price from the previous reporting period. The liability for unexercised cash settled share-based payment awards of $7,328 and $3,938 at June 30, 2018 and December 31, 2017 , respectively, are reflected in “Accrued expenses” in the condensed consolidated balance sheets. At June 30, 2018 , the Company had 5,202 SEUs and 200,000 stock option equivalent units outstanding. Vertical Long-Term Incentive Plans The Company also provides cash settled long-term incentive plans for executive management and key employees of its operating segments. For the three and six months ended June 30, 2018 , expenses of $57 and $114 , respectively, are included as “Service expense” in the condensed consolidated statements of income related to an ongoing long-term incentive plan for NET Services. For the three and six months ended June 30, 2017 , a benefit of $401 and expense of $144 , respectively, are included as “Service expense” in the condensed consolidated statements of income related to an ongoing long-term incentive plan for NET Services. At June 30, 2018 and December 31, 2017 , the liability for this plan of $997 and $2,657 , respectively, is reflected in “Accrued expenses” and “Other long-term liabilities” in the condensed consolidated balance sheet. The Board approved the LogistiCare 2017 Senior Executive LTI Plan (the “LogistiCare LTIP”) for executive management and key employees of NET Services during the three months ended March 31, 2018. The LogistiCare LTIP pays in cash, however up to 50% of the award may be paid in unrestricted stock if the recipient elects this option prior to the award payment date. The LogistiCare LTIP rewards participants based on certain measures of free cash flow and EBITDA results adjusted as specified in the plan document. The awards have a performance period of January 1, 2017 through December 31, 2019, with a payout date within two and a half months of the performance period end date. Payout is subject to the participant remaining employed by the Company on the payment date. The maximum amount that can be earned through the LogistiCare LTIP is $7,000 . As of June 30, 2018 , 65.5% of the awards have been issued under the LogistiCare LTIP. No expense has been incurred for this plan during the six months ended June 30, 2018 . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table details the computation of basic and diluted earnings per share: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Numerator: Net income attributable to Providence $ (11,215 ) $ 3,915 $ (5,785 ) $ (411 ) Less dividends on convertible preferred stock (1,106 ) (1,102 ) (2,195 ) (2,191 ) Less income allocated to participating securities — (379 ) — (435 ) Net income (loss) available to common stockholders $ (12,321 ) $ 2,434 $ (7,980 ) $ (3,037 ) Continuing operations $ (12,272 ) $ 2,551 $ (7,923 ) $ 2,947 Discontinued operations (49 ) (117 ) (57 ) (5,984 ) $ (12,321 ) $ 2,434 $ (7,980 ) $ (3,037 ) Denominator: Denominator for basic earnings per share -- weighted-average shares 13,008,106 13,553,704 13,056,765 13,628,572 Effect of dilutive securities: Common stock options — 48,836 — 53,575 Performance-based restricted stock units — 5,036 — 5,036 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,008,106 13,607,576 13,056,765 13,687,183 Basic earnings (loss) per share: Continuing operations $ (0.94 ) $ 0.19 $ (0.61 ) $ 0.22 Discontinued operations (0.01 ) (0.01 ) — (0.44 ) $ (0.95 ) $ 0.18 $ (0.61 ) $ (0.22 ) Diluted earnings (loss) per share: Continuing operations $ (0.94 ) $ 0.19 $ (0.61 ) $ 0.22 Discontinued operations (0.01 ) (0.01 ) — (0.44 ) $ (0.95 ) $ 0.18 $ (0.61 ) $ (0.22 ) 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: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Stock options to purchase common stock 386,721 46,478 238,806 144,811 Convertible preferred stock 803,165 803,398 803,182 803,398 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate from continuing operations for the three and six months ended June 30, 2018 was negative 17.1% and negative 164.6% , respectively. The Company’s effective tax rate from continuing operations for the three and six months ended 2017 was 42.7% and 48.3% , respectively. The effective tax rate for the three and six months ended June 30, 2018 was less than the U.S. federal statutory rate of 21% primarily due to foreign net operating losses for which the future income tax benefit cannot be currently recognized, as well as WD Services impairment charge of $9,202 , which contributes to the tax basis in WD Services but does not generate a current tax benefit. The effective tax rate for the three and six months ended June 30, 2017 exceeded the U.S. federal statutory rate of 35% primarily due to foreign net operating losses (including equity investment losses) for which the future income tax benefit currently cannot be recognized, losses in foreign jurisdictions with tax rates lower than the U.S. rate, state income taxes and certain non-deductible expenses. On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”) was enacted which institutes fundamental changes to the taxation of multinational corporations. As a result of the Tax Reform Act, the U.S. corporate income tax rate was reduced to 21% and the Company revalued its ending net deferred tax liabilities as of December 31, 2017. The Company recognized a provisional tax benefit of $19,397 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. There have been no changes to the Company's provisional tax benefit recognized in 2017. The Company expects the financial reporting impact of the Tax Reform Act will be completed in the fourth quarter of 2018, after the Company’s 2017 income tax returns are filed. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal proceedings 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. 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. Haverhill Litigation 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 (“Haverhill Litigation”). On September 28, 2017, the Court approved a proposed settlement agreement among the parties that provides 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. For further information regarding this legal proceeding please see Note 18, Commitments and Contingencies , in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Indemnifications related to Haverhill Litigation The Company has indemnified certain third parties in connection with a rights offering on February 5, 2015 as well as in connection with the Company’s acquisition of CCHN Group Holdings, Inc. (operating under the tradename Matrix, and formerly included in our Health Assessment Services segment) in October 2014 and related financing commitments. For further information regarding these indemnifications, please see Note 18, Commitments and Contingencies , in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company recorded $143 and $275 , respectively, of such indemnified legal expenses related to the Haverhill Litigation during the three and six months ended June 30, 2017 which is included in “General and administrative expense” in the condensed consolidated statements of income. Of this amount, $92 and $208 , respectively, was indemnified legal expenses of related parties for the three and six months ended June 30, 2017 . 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 a related benefit of $201 for the three and six months ended June 30, 2018 , and related expense of $0 and $11 , respectively, for the three and six months ended June 30, 2017 . 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 $88 and $941 in “Other receivables” in the condensed consolidated balance sheets at June 30, 2018 and December 31, 2017 , 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. Certain representations made by the Company in the Membership Interest Purchase Agreement (the “Purchase Agreement”), including tax representations, survive until the expiration of applicable statutes of limitation, and healthcare representations survive until the third anniversary of the closing date. Molina and the Company have entered into a settlement agreement regarding a settlement of an indemnification claim by Molina with respect 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 “Rodriguez Court”) against Providence Community Corrections, Inc. (“PCC”), an entity sold under the Purchase Agreement, and other matters. As of June 30, 2018, the accrual was $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. The parties to the Rodriguez Litigation submitted a proposed settlement to the Rodriguez Court for approval pursuant to which PCC would pay the plaintiffs approximately $14,000 . On July 5, 2018, the Rodriguez Court granted final approval of the proposed settlement. The Company expects to release $10,000 from escrow and make an additional payment to Molina in August 2018. 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 June 30, 2018 . On May 9, 2018, the Company entered into a registration indemnification agreement with Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC - Series A and Coliseum Capital Co-Invest, L.P. (collectively, the “Coliseum Stockholders”), who as of June 30, 2018 collectively held approximately 9.6% of the Company’s outstanding common stock and approximately 95.5% of the Company’s outstanding Preferred Stock, pursuant to which the Company has agreed to indemnify the Coliseum Stockholders, and the Coliseum Stockholders have agreed to indemnify the Company, against certain matters relating to the registration of the Selling Stockholders’ securities for resale under the Securities Act of 1933, as amended (the “Securities Act”). Loss Reserves for Certain Reinsurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under reinsurance programs 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 continues 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 June 30, 2018 and December 31, 2017 , the Company had reserves of $5,187 and $6,699 , 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 June 30, 2018 and December 31, 2017 of $9,399 and $12,448 , respectively, is classified as “Reinsurance liability reserves” and “Other long-term liabilities” in the condensed consolidated balance sheets. The estimated amount to be reimbursed to SPCIC as of June 30, 2018 and December 31, 2017 was $4,212 and $5,749 , respectively, and is classified as “Other receivables” and “Other assets” in the condensed consolidated balance sheets. Deferred Compensation Plan The Company has one deferred compensation plan for highly compensated employees of NET Services as of June 30, 2018 . 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 condensed consolidated balance sheets, was $2,188 and $1,806 at June 30, 2018 and December 31, 2017 , respectively. |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties The Company incurred legal expenses under an indemnification agreement with the Coliseum Stockholders as further discussed in Note 14, Commitments and Contingencies . Convertible preferred stock dividends earned by the Coliseum Stockholders during the three and six months ended June 30, 2018 totaled $1,050 and $2,089 , respectively. Convertible preferred stock dividends earned by the Coliseum Stockholders during the three and six months ended June 30, 2017 totaled $1,050 and $2,089 , respectively. During the three months ended March 31, 2017, the Company made a $566 loan to Mission Providence. The loan was repaid during the three months ended September 30, 2017. Effective June 15, 2018, the Company registered shares of the Company’s common stock and Preferred Stock held by the Coliseum Stockholders for resale under the Securities Act and on May 9, 2018, in connection with such registration, the Company entered into a registration indemnification agreement with the Coliseum Stockholders as further discussed in Note 14, Commitments and Contingencies . |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 1, 2015, the Company completed the sale of the Human Services segment. During the three and six months ended June 30, 2018 and 2017 , the Company recorded additional expenses related to the Human Services segment, principally related to legal proceedings as described in Note 14, Commitments and Contingencies , related to an indemnified legal matter. Results of Operations The following tables summarize the results of operations classified as discontinued operations, net of tax, for the Company's Human Services segment for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2018 2017 2018 2017 Operating expenses: General and administrative expense $ 65 $ 190 $ 76 $ 9,596 Total operating expenses 65 190 76 9,596 Loss from discontinued operations before income taxes (65 ) (190 ) (76 ) (9,596 ) Income tax benefit 16 73 19 3,612 Discontinued operations, net of tax $ (49 ) $ (117 ) $ (57 ) $ (5,984 ) General and administrative expense for the three and six months ended June 30, 2018 includes legal expenses of $65 and $76 , respectively. General and administrative expense for the three months ended June 30, 2017 includes legal expense of $190 . General and administrative expense for the six months ended June 30, 2017 includes an accrual of $9,000 for an estimated settlement of indemnified claims related to the sale of the Human Services segment, as well as related legal expenses of $596 . See Note 14, Commitments and Contingencies , for additional information. Assets Held for Sale On June 11, 2018, the Company entered into a Share Purchase Agreement to sell the shares of Ingeus France, our WD Services operation in France, for a de minimis amount. The sale was effective on July 17, 2018, after court approval. Due to this disposition, the assets and liabilities of Ingeus France have been presented as held for sale at June 30, 2018. In connection with classifying these assets and liabilities as held for sale, the carrying value of the assets and liabilities was reduced to its estimated fair value less selling costs. As a result, an impairment charge of $9,202 was recorded during the three and six months ended June 30, 2018, and is included in “Asset impairment charge” on the condensed consolidated statement of income. The disposition of Ingeus France did not meet the criteria to be reported as a discontinued operation and accordingly, its results of operations have not been reclassified. The assets and liabilities held for sale included the following: June 30, 2018 Current assets held for sale: Cash and cash equivalents $ 5,141 Accounts receivable 6,959 Other receivables 9 Prepaid expenses and other 2,763 Total current assets held for sale $ 14,872 Current liabilities held for sale: Accounts payable $ 2,783 Accrued expenses 11,810 Deferred revenue 279 Total current liabilities held for sale $ 14,872 |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Discontinued Operations On November 1, 2015, the Company completed the sale of the Human Services segment. During the three and six months ended June 30, 2018 and 2017 , the Company recorded additional expenses related to the Human Services segment, principally related to legal proceedings as described in Note 14, Commitments and Contingencies , related to an indemnified legal matter. Results of Operations The following tables summarize the results of operations classified as discontinued operations, net of tax, for the Company's Human Services segment for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2018 2017 2018 2017 Operating expenses: General and administrative expense $ 65 $ 190 $ 76 $ 9,596 Total operating expenses 65 190 76 9,596 Loss from discontinued operations before income taxes (65 ) (190 ) (76 ) (9,596 ) Income tax benefit 16 73 19 3,612 Discontinued operations, net of tax $ (49 ) $ (117 ) $ (57 ) $ (5,984 ) General and administrative expense for the three and six months ended June 30, 2018 includes legal expenses of $65 and $76 , respectively. General and administrative expense for the three months ended June 30, 2017 includes legal expense of $190 . General and administrative expense for the six months ended June 30, 2017 includes an accrual of $9,000 for an estimated settlement of indemnified claims related to the sale of the Human Services segment, as well as related legal expenses of $596 . See Note 14, Commitments and Contingencies , for additional information. Assets Held for Sale On June 11, 2018, the Company entered into a Share Purchase Agreement to sell the shares of Ingeus France, our WD Services operation in France, for a de minimis amount. The sale was effective on July 17, 2018, after court approval. Due to this disposition, the assets and liabilities of Ingeus France have been presented as held for sale at June 30, 2018. In connection with classifying these assets and liabilities as held for sale, the carrying value of the assets and liabilities was reduced to its estimated fair value less selling costs. As a result, an impairment charge of $9,202 was recorded during the three and six months ended June 30, 2018, and is included in “Asset impairment charge” on the condensed consolidated statement of income. The disposition of Ingeus France did not meet the criteria to be reported as a discontinued operation and accordingly, its results of operations have not been reclassified. The assets and liabilities held for sale included the following: June 30, 2018 Current assets held for sale: Cash and cash equivalents $ 5,141 Accounts receivable 6,959 Other receivables 9 Prepaid expenses and other 2,763 Total current assets held for sale $ 14,872 Current liabilities held for sale: Accounts payable $ 2,783 Accrued expenses 11,810 Deferred revenue 279 Total current liabilities held for sale $ 14,872 |
Segments
Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company 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 NET 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, accounted for as an equity method investment. Matrix offers a national network of community-based clinicians who deliver in-home services for members, including CHAs, and a fleet of mobile health clinics with advanced diagnostic capabilities. On February 16, 2018, Matrix acquired HealthFair. 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. The following tables set forth certain financial information from continuing operations attributable to the Company’s business segments for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 343,737 $ 68,057 $ — $ — $ 411,794 Service expense 324,398 60,945 — (272 ) 385,071 General and administrative expense 3,104 7,190 — 8,984 19,278 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 3,511 3,131 — 236 6,878 Operating income (loss) $ 12,045 $ (12,411 ) $ — $ (8,948 ) $ (9,314 ) Equity in net gain (loss) of investee $ — $ 27 $ (174 ) $ — $ (147 ) Three months ended June 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 338,805 $ 69,178 $ — $ — $ 407,983 Service expense 316,435 62,882 — (2,281 ) 377,036 General and administrative expense 3,089 6,919 — 8,040 18,048 Depreciation and amortization 3,326 3,489 — 85 6,900 Operating income (loss) $ 15,955 $ (4,112 ) $ — $ (5,844 ) $ 5,999 Equity in net gain (loss) of investee $ — $ 440 $ 1,090 $ — $ 1,530 Six months ended June 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 680,433 $ 137,407 $ — $ — $ 817,840 Service expense 635,099 121,479 — (272 ) 756,306 General and administrative expense 6,040 14,803 — 16,848 37,691 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 7,005 6,349 — 323 13,677 Operating income (loss) $ 31,610 $ (14,426 ) $ — $ (16,899 ) $ 285 Equity in net gain (loss) of investee $ — $ 50 $ (2,518 ) $ — $ (2,468 ) Six months ended June 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 662,839 $ 144,638 $ — $ — $ 807,477 Service expense 622,627 126,084 — (2,265 ) 746,446 General and administrative expense 5,980 13,964 — 15,132 35,076 Depreciation and amortization 6,477 6,529 — 163 13,169 Operating income (loss) $ 27,755 $ (1,939 ) $ — $ (13,030 ) $ 12,786 Equity in net gain (loss) of investee $ — $ (960 ) $ 430 $ — $ (530 ) Geographic Information Domestic service revenue, net, totaled 84.3% and 83.1% of service revenue, net for the six months ended June 30, 2018 and 2017 , respectively. Foreign service revenue, net, totaled 15.7% and 16.9% of service revenue, net for the six months ended June 30, 2018 and 2017 , respectively. At June 30, 2018 and December 31, 2017 , $74,380 , or 20.1% , and $99,071 , or 20.8% , respectively, of the Company’s net assets were located in countries outside of the U.S. |
Significant Accounting Polici25
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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 the single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in United States (“U.S.”) dollars, unless otherwise noted. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018 . Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed, and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . 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 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 condensed consolidated financial statements. |
Reclassifications | Reclassifications We have reclassified certain amounts relating to our prior period results to conform to our current period presentation. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , for additional information on reclassifications. |
New Accounting Pronouncements | The Company adopted the following accounting pronouncements during the six months ended June 30, 2018 : In May 2014, the FASB issued Accounting Standards Update (“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 replaced historical 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. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method for contracts that were not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s condensed consolidated balance sheet as of January 1, 2018 were as follows: Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Prepaid expenses and other $ 35,243 $ 11,182 $ 46,425 Liabilities Accrued expenses 103,838 2,330 106,168 Deferred revenue 17,381 3,112 20,493 Deferred tax liability 41,627 30 41,657 Equity Retained earnings, net of tax 204,818 5,710 210,528 The impact of applying the new revenue recognition guidance on the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2018 , and balance sheet as of June 30, 2018 , was as follows: Three months ended June 30, 2018 Six months ended June 30, 2018 Statements of Income As Reported Pro forma as if the previous accounting guidance was in effect As Reported Pro forma as if the previous accounting guidance was in effect Service revenue, net $ 411,794 $ 416,059 $ 817,840 $ 831,407 Service expense 385,071 389,198 756,306 766,283 Operating income (loss) (9,314 ) (9,176 ) 285 3,875 Income (loss) from continuing operations before taxes (9,700 ) (9,562 ) (2,124 ) 1,466 Net loss attributable to Providence (11,215 ) (11,089 ) (5,785 ) (2,990 ) Diluted loss per share $ (0.95 ) $ (0.94 ) $ (0.61 ) $ (0.40 ) June 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 52,961 $ 42,042 Accrued expenses 84,292 82,717 Deferred revenue 30,004 22,917 Deferred tax liabilities 38,722 39,386 Retained earnings, net of tax 202,548 199,628 The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See further information in Note 3, Revenue Recognition . 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 adopted ASU 2016-15 on January 1, 2018. The adoption did not 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 adopted ASU 2016-18 on January 1, 2018. As a result of the adoption of ASU 2016-18, the Company recast its condensed consolidated statement of cash flows for the six months ended June 30, 2017 . The recast resulted in an increase in cash used in investing activities of $6,216 . See additional information in Note 4, Cash, Cash Equivalents and Restricted Cash. 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 adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements. Updates to the recent accounting pronouncements as disclosed in the Company's Form 10-K for the year ended December 31, 2017 are as follows: 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 . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 (Leases) (“ASU 2018-10”), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. Additionally, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which is intended to reduce costs and ease implementation of the leases standard for financial statement preparers. ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract. 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, ASU 2018-10 and ASU 2018-11 are effective for publicly held entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees may 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, or the lessee may initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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 adopting ASC 842. It has assembled a cross-functional project team and commenced its adoption plan, which will require modifications and enhancements to the Company's information systems and internal controls. The Company's assessment of the related financial impact is ongoing and, therefore, the Company has not yet determined whether the impact 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 is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Form 10-K for the year ended December 31, 2017 . |
Significant Accounting Polici26
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Effect of New Accounting Pronouncements | Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s condensed consolidated balance sheet as of January 1, 2018 were as follows: Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Prepaid expenses and other $ 35,243 $ 11,182 $ 46,425 Liabilities Accrued expenses 103,838 2,330 106,168 Deferred revenue 17,381 3,112 20,493 Deferred tax liability 41,627 30 41,657 Equity Retained earnings, net of tax 204,818 5,710 210,528 The impact of applying the new revenue recognition guidance on the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2018 , and balance sheet as of June 30, 2018 , was as follows: Three months ended June 30, 2018 Six months ended June 30, 2018 Statements of Income As Reported Pro forma as if the previous accounting guidance was in effect As Reported Pro forma as if the previous accounting guidance was in effect Service revenue, net $ 411,794 $ 416,059 $ 817,840 $ 831,407 Service expense 385,071 389,198 756,306 766,283 Operating income (loss) (9,314 ) (9,176 ) 285 3,875 Income (loss) from continuing operations before taxes (9,700 ) (9,562 ) (2,124 ) 1,466 Net loss attributable to Providence (11,215 ) (11,089 ) (5,785 ) (2,990 ) Diluted loss per share $ (0.95 ) $ (0.94 ) $ (0.61 ) $ (0.40 ) June 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 52,961 $ 42,042 Accrued expenses 84,292 82,717 Deferred revenue 30,004 22,917 Deferred tax liabilities 38,722 39,386 Retained earnings, net of tax 202,548 199,628 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by contract type for NET Services: Three months ended June 30, 2018 Six months ended June 30, 2018 State Medicaid agency contracts $ 183,459 $ 360,748 Managed care organization contracts 160,278 319,685 Total NET Services revenue, net $ 343,737 $ 680,433 Capitated contracts $ 286,994 $ 571,395 Non-capitated contracts 56,743 109,038 Total NET Services revenue, net $ 343,737 $ 680,433 The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by revenue category for WD Services: Three months ended June 30, 2018 Six months ended June 30, 2018 Employment preparation and placement services $ 44,372 $ 86,395 Legal offender rehabilitation services 17,637 40,849 Other 6,048 10,163 Total WD Services revenue, net $ 68,057 $ 137,407 The following table summarizes disaggregated revenue from contracts with customers for the three and six months ended June 30, 2018 by geographic region: Three months ended June 30, 2018 United United Other Total NET Services $ 343,737 $ — $ — $ 343,737 WD Services 4,629 34,364 29,064 68,057 Total $ 348,366 $ 34,364 $ 29,064 $ 411,794 Six months ended June 30, 2018 United United Other Total NET Services $ 680,433 $ — $ — $ 680,433 WD Services 9,041 74,450 53,916 137,407 Total $ 689,474 $ 74,450 $ 53,916 $ 817,840 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net as of June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Accounts receivable $ 138,441 $ 122,634 NET Services' reconciliation contract receivable 51,683 42,054 Allowance for doubtful accounts (5,811 ) (5,762 ) $ 184,313 $ 158,926 |
Cash, Cash Equivalents and Re28
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: June 30, 2018 June 30, 2017 Cash and cash equivalents $ 29,700 $ 56,583 Restricted cash, current 1,868 1,461 Current assets held for sale (cash) 5,141 — Restricted cash, less current portion 3,260 6,455 Cash, cash equivalents and restricted cash $ 39,969 $ 64,499 |
Equity Investment (Tables)
Equity Investment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Income Statement and Balance Sheet Disclosure | Summary financial information for Matrix on a standalone basis is as follows: June 30, 2018 December 31, 2017 Current assets $ 61,053 $ 37,563 Long-term assets 740,387 597,613 Current liabilities 34,121 27,718 Long-term liabilities 371,847 240,513 Three months ended Three months ended Revenue $ 78,409 $ 60,852 Operating income 4,627 5,942 Net (loss) income (869 ) 1,619 Six months ended June 30, 2018 Six months ended June 30, 2017 Revenue 145,839 116,707 Operating income 3,838 6,950 Net loss (9,387 ) (238 ) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other were comprised of the following: June 30, December 31, Prepaid income taxes $ 2,659 $ 1,106 Escrow funds 10,000 10,000 Contract asset 7,986 — Prepaid insurance 1,714 2,121 Prepaid taxes and licenses 2,566 906 Note receivable — 3,224 Prepaid rent 2,034 2,268 Deposits held for leased premises and bonds 2,119 2,849 Costs to fulfill a contract 12,606 2,543 Other 11,277 10,226 Total prepaid expenses and other $ 52,961 $ 35,243 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: June 30, December 31, 2017 Accrued compensation $ 11,319 $ 29,715 NET Services accrued contract payments 13,619 17,487 Accrued settlement 15,000 15,000 Accrued cash settled stock-based compensation 7,328 3,938 Income taxes payable 410 3,723 Other 36,616 33,975 Total accrued expenses $ 84,292 $ 103,838 |
Restructuring and Related Reo32
Restructuring and Related Reorganization Costs (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Summary of Liability for WD Services Severance and Related Charges January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments June 30, 2018 Ingeus Futures Program $ 482 $ 1,226 $ (1,463 ) $ (30 ) $ 215 Delivery First Program 1,287 1,174 (1,297 ) 14 1,178 Total $ 1,769 $ 2,400 $ (2,760 ) $ (16 ) $ 1,393 January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments June 30, 2017 Ingeus Futures Program $ 2,486 $ 836 $ (2,341 ) $ 130 $ 1,111 Offender Rehabilitation Program 1,380 52 (1,295 ) 18 155 UK Restructuring Program 50 (29 ) — 2 23 Total $ 3,916 $ 859 $ (3,636 ) $ 150 $ 1,289 Summary of Liability for Corporate and Other Restructuring and Related Charges January 1, Costs Incurred Cash Payments June 30, 2018 Retention liability $ — $ 708 $ — $ 708 Other liability — 778 (578 ) 200 Total $ — $ 1,486 $ (578 ) $ 908 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity | The following table reflects changes in common stock, additional paid-in capital, retained earnings, accumulated other comprehensive loss, treasury stock and noncontrolling interest for the six months ended June 30, 2018 : Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Non-controlling Interest Total Shares Amount Shares Amount Balance at December 31, 2017 17,473,598 $ 17 $ 313,955 $ 204,818 $ (25,805 ) 4,126,132 $ (154,803 ) $ (2,165 ) $ 336,017 Stock-based compensation — — 4,439 — — — — — 4,439 Exercise of employee stock options 265,793 1 11,661 — — — — — 11,662 Restricted stock issued 26,989 — (320 ) — — 3,907 (246 ) — (566 ) Performance restricted stock issued 3,110 — (109 ) — — — — — (109 ) Shares issued for bonus settlement and director stipend 3,033 150 — — — — 150 Stock repurchase plan — — — — — 838,719 (55,753 ) — (55,753 ) Conversion of convertible preferred stock to common stock 2,608 — 105 (5 ) — — — — 100 Foreign currency translation adjustments, net of tax — — — — (2,041 ) — — 45 (1,996 ) Convertible preferred stock dividends — — — (2,190 ) — — — — (2,190 ) Noncontrolling interests — — — — — — — 108 108 Other — — 128 — — — — — 128 Net income attributable to Providence — — — (5,785 ) — — — — (5,785 ) Cumulative effect adjustment from change in accounting principle — — — 5,710 — — — — 5,710 Balance at June 30, 2018 17,775,131 $ 18 $ 330,009 $ 202,548 $ (27,846 ) 4,968,758 $ (210,802 ) $ (2,012 ) $ 291,915 |
Stock-Based Compensation and 34
Stock-Based Compensation and Similar Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation [Abstract] | |
Disclosure of Stock-based Compensation by Line Item | The following table reflects the amount of stock-based compensation, for share settled awards, recorded in each financial statement line item for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Service expense $ 39 $ 110 $ 94 $ 234 General and administrative expense 3,302 1,445 4,184 2,787 Equity in net loss of investees 102 13 161 40 Total stock-based compensation $ 3,443 $ 1,568 $ 4,439 $ 3,061 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table details the computation of basic and diluted earnings per share: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Numerator: Net income attributable to Providence $ (11,215 ) $ 3,915 $ (5,785 ) $ (411 ) Less dividends on convertible preferred stock (1,106 ) (1,102 ) (2,195 ) (2,191 ) Less income allocated to participating securities — (379 ) — (435 ) Net income (loss) available to common stockholders $ (12,321 ) $ 2,434 $ (7,980 ) $ (3,037 ) Continuing operations $ (12,272 ) $ 2,551 $ (7,923 ) $ 2,947 Discontinued operations (49 ) (117 ) (57 ) (5,984 ) $ (12,321 ) $ 2,434 $ (7,980 ) $ (3,037 ) Denominator: Denominator for basic earnings per share -- weighted-average shares 13,008,106 13,553,704 13,056,765 13,628,572 Effect of dilutive securities: Common stock options — 48,836 — 53,575 Performance-based restricted stock units — 5,036 — 5,036 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,008,106 13,607,576 13,056,765 13,687,183 Basic earnings (loss) per share: Continuing operations $ (0.94 ) $ 0.19 $ (0.61 ) $ 0.22 Discontinued operations (0.01 ) (0.01 ) — (0.44 ) $ (0.95 ) $ 0.18 $ (0.61 ) $ (0.22 ) Diluted earnings (loss) per share: Continuing operations $ (0.94 ) $ 0.19 $ (0.61 ) $ 0.22 Discontinued operations (0.01 ) (0.01 ) — (0.44 ) $ (0.95 ) $ 0.18 $ (0.61 ) $ (0.22 ) |
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: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Stock options to purchase common stock 386,721 46,478 238,806 144,811 Convertible preferred stock 803,165 803,398 803,182 803,398 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Tables | |
Summary of Operations Classified as Discontinued Operations | The following tables summarize the results of operations classified as discontinued operations, net of tax, for the Company's Human Services segment for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, Six months ended June 30, 2018 2018 2017 2018 2017 Operating expenses: General and administrative expense $ 65 $ 190 $ 76 $ 9,596 Total operating expenses 65 190 76 9,596 Loss from discontinued operations before income taxes (65 ) (190 ) (76 ) (9,596 ) Income tax benefit 16 73 19 3,612 Discontinued operations, net of tax $ (49 ) $ (117 ) $ (57 ) $ (5,984 ) |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale | The disposition of Ingeus France did not meet the criteria to be reported as a discontinued operation and accordingly, its results of operations have not been reclassified. The assets and liabilities held for sale included the following: June 30, 2018 Current assets held for sale: Cash and cash equivalents $ 5,141 Accounts receivable 6,959 Other receivables 9 Prepaid expenses and other 2,763 Total current assets held for sale $ 14,872 Current liabilities held for sale: Accounts payable $ 2,783 Accrued expenses 11,810 Deferred revenue 279 Total current liabilities held for sale $ 14,872 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Financial Information Attributable to the Company's Business Segments | The following tables set forth certain financial information from continuing operations attributable to the Company’s business segments for the three and six months ended June 30, 2018 and 2017 : Three months ended June 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 343,737 $ 68,057 $ — $ — $ 411,794 Service expense 324,398 60,945 — (272 ) 385,071 General and administrative expense 3,104 7,190 — 8,984 19,278 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 3,511 3,131 — 236 6,878 Operating income (loss) $ 12,045 $ (12,411 ) $ — $ (8,948 ) $ (9,314 ) Equity in net gain (loss) of investee $ — $ 27 $ (174 ) $ — $ (147 ) Three months ended June 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 338,805 $ 69,178 $ — $ — $ 407,983 Service expense 316,435 62,882 — (2,281 ) 377,036 General and administrative expense 3,089 6,919 — 8,040 18,048 Depreciation and amortization 3,326 3,489 — 85 6,900 Operating income (loss) $ 15,955 $ (4,112 ) $ — $ (5,844 ) $ 5,999 Equity in net gain (loss) of investee $ — $ 440 $ 1,090 $ — $ 1,530 Six months ended June 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 680,433 $ 137,407 $ — $ — $ 817,840 Service expense 635,099 121,479 — (272 ) 756,306 General and administrative expense 6,040 14,803 — 16,848 37,691 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 7,005 6,349 — 323 13,677 Operating income (loss) $ 31,610 $ (14,426 ) $ — $ (16,899 ) $ 285 Equity in net gain (loss) of investee $ — $ 50 $ (2,518 ) $ — $ (2,468 ) Six months ended June 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 662,839 $ 144,638 $ — $ — $ 807,477 Service expense 622,627 126,084 — (2,265 ) 746,446 General and administrative expense 5,980 13,964 — 15,132 35,076 Depreciation and amortization 6,477 6,529 — 163 13,169 Operating income (loss) $ 27,755 $ (1,939 ) $ — $ (13,030 ) $ 12,786 Equity in net gain (loss) of investee $ — $ (960 ) $ 430 $ — $ (530 ) |
Significant Accounting Polici39
Significant Accounting Policies and Recent Accounting Pronouncements - Impact of ASC 606 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||||||
Prepaid expenses and other | $ 52,961 | $ 52,961 | $ 46,425 | $ 35,243 | ||
Accrued expenses | 84,292 | 84,292 | 106,168 | 103,838 | ||
Deferred revenue | 30,004 | 30,004 | 20,493 | 17,381 | ||
Deferred tax liabilities | 38,722 | 38,722 | 41,657 | 41,627 | ||
Retained earnings, net of tax | 202,548 | 202,548 | $ 210,528 | 204,818 | ||
Income Statement Related Disclosures [Abstract] | ||||||
Service revenue, net | 411,794 | $ 407,983 | 817,840 | $ 807,477 | ||
Service expense | 385,071 | 377,036 | 756,306 | 746,446 | ||
Operating income | (9,314) | 5,999 | 285 | 12,786 | ||
Income (loss) from continuing operations before taxes | (9,700) | 6,737 | (2,124) | 11,175 | ||
Net loss attributable to Providence | $ (11,215) | $ 3,915 | $ (5,785) | $ (411) | ||
Diluted loss per share (in dollars per share) | $ (0.95) | $ 0.18 | $ (0.61) | $ (0.22) | ||
Pro forma as if the previous accounting guidance was in effect | ||||||
Balance Sheet Related Disclosures [Abstract] | ||||||
Prepaid expenses and other | $ 42,042 | $ 42,042 | 35,243 | |||
Accrued expenses | 82,717 | 82,717 | 103,838 | |||
Deferred revenue | 22,917 | 22,917 | 17,381 | |||
Deferred tax liabilities | 39,386 | 39,386 | 41,627 | |||
Retained earnings, net of tax | 199,628 | 199,628 | 204,818 | |||
Income Statement Related Disclosures [Abstract] | ||||||
Service revenue, net | 416,059 | 831,407 | ||||
Service expense | 389,198 | 766,283 | ||||
Operating income | (9,176) | 3,875 | ||||
Income (loss) from continuing operations before taxes | (9,562) | 1,466 | ||||
Net loss attributable to Providence | $ (11,089) | $ (2,990) | ||||
Diluted loss per share (in dollars per share) | $ (0.94) | $ (0.40) | ||||
Accounting Standards Update 2014-09 | Adjustments due to ASU 2014-09 | ||||||
Balance Sheet Related Disclosures [Abstract] | ||||||
Prepaid expenses and other | 11,182 | |||||
Accrued expenses | 2,330 | |||||
Deferred revenue | 3,112 | |||||
Deferred tax liabilities | 30 | |||||
Retained earnings, net of tax | $ 5,710 |
Significant Accounting Polici40
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by investing activities | $ (5,662) | $ (11,011) |
Accounting Standards Update 2016-18 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by investing activities | $ 6,216 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 411,794 | $ 817,840 |
NET Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 343,737 | 680,433 |
NET Services | State Medicaid agency contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 183,459 | 360,748 |
NET Services | Managed care organization contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 160,278 | 319,685 |
NET Services | Capitated contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 286,994 | 571,395 |
NET Services | Non-capitated contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 56,743 | $ 109,038 |
Revenue Recognition - Disaggr42
Revenue Recognition - Disaggregation of Revenue (WD Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 411,794 | $ 817,840 |
WD Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 68,057 | 137,407 |
WD Services | Employment preparation and placement services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 44,372 | 86,395 |
WD Services | Legal offender rehabilitation services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 17,637 | 40,849 |
WD Services | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 6,048 | $ 10,163 |
Revenue Recognition - Disaggr43
Revenue Recognition - Disaggregation of Revenue (Geographic) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 411,794 | $ 817,840 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 348,366 | 689,474 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 34,364 | 74,450 |
Other Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 29,064 | 53,916 |
NET Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 343,737 | 680,433 |
NET Services | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 343,737 | 680,433 |
NET Services | United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 0 | 0 |
NET Services | Other Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 0 | 0 |
WD Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 68,057 | 137,407 |
WD Services | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 4,629 | 9,041 |
WD Services | United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | 34,364 | 74,450 |
WD Services | Other Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Total Service revenue, net | $ 29,064 | $ 53,916 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)revenue_streams | Jun. 30, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Service revenue, net | $ 411,794 | $ 407,983 | $ 817,840 | $ 807,477 | ||
Decrease in service expense | (385,071) | $ (377,036) | (756,306) | $ (746,446) | ||
Contract asset | 7,986 | 7,986 | $ 0 | |||
NET Services accrued contract payments | 13,619 | 13,619 | 17,487 | |||
Deferred revenue | 30,004 | 30,004 | $ 20,493 | 17,381 | ||
Contract with customer, revenue recognized | 7,432 | |||||
Costs to fulfill a contract | 12,606 | 12,606 | 2,543 | |||
NET Services | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Performance obligation satisfied in previous period | (1,007) | 5,685 | ||||
WD Services | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Performance obligation satisfied in previous period | 3,833 | $ 4,342 | ||||
Number of revenue streams | revenue_streams | 4 | |||||
Revenues, reduction penalty | 1,928 | |||||
Accounting Standards Update 2014-09 | Adjustments due to ASU 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Deferred revenue | $ 3,112 | |||||
Accounting Standards Update 2014-09 | Adjustments due to ASU 2014-09 | NET Services | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Service revenue, net | (3,464) | $ (7,401) | ||||
Decrease in service expense | $ 3,464 | $ 7,401 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 138,441 | $ 122,634 |
NET Services' reconciliation contract receivable | 51,683 | 42,054 |
Allowance for doubtful accounts | (5,811) | (5,762) |
Accounts receivable, net | $ 184,313 | $ 158,926 |
Cash, Cash Equivalents and Re46
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 29,700 | $ 95,310 | $ 56,583 | |
Restricted cash, current | 1,868 | 1,091 | 1,461 | |
Current assets held for sale (cash) | 5,141 | 0 | ||
Restricted cash, less current portion | 3,260 | 5,205 | 6,455 | |
Cash, cash equivalents and restricted cash | $ 39,969 | $ 101,606 | $ 64,499 | $ 86,392 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments | $ 165,988 | $ 165,988 | $ 169,912 | ||
Stock-based compensation | 3,443 | $ 1,568 | 4,439 | $ 3,061 | |
Income tax expense (benefit) | 1,654 | 2,879 | 3,496 | 5,402 | |
Matrix | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Depreciation and amortization | 9,359 | 8,127 | 18,411 | 16,160 | |
Interest expense | 5,940 | 3,658 | 16,283 | 7,264 | |
Stock-based compensation | 863 | 620 | 1,600 | 1,262 | |
Management fees paid to shareholders | 697 | 3,754 | |||
Merger and acquisition related diligence costs | 77 | 2,246 | |||
Integration related costs | 1,097 | 1,532 | |||
Income tax expense (benefit) | $ (444) | 665 | (3,058) | (76) | |
Amortization of deferred financing costs | $ 6,288 | ||||
Transaction related expenses | $ 523 | $ 3,518 | |||
Matrix | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 43.60% | 43.60% | 46.60% | ||
Equity investments | $ 165,731 | $ 165,731 | $ 169,699 |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Investments [Line Items] | |||||
Current assets | $ 289,080 | $ 289,080 | $ 296,329 | ||
Current liabilities | 255,561 | 255,561 | 226,930 | ||
Revenue | 411,794 | $ 407,983 | 817,840 | $ 807,477 | |
Operating income | (9,314) | 5,999 | 285 | 12,786 | |
Net loss attributable to Providence | (11,215) | 3,915 | (5,785) | (411) | |
Matrix | |||||
Schedule of Investments [Line Items] | |||||
Current assets | 61,053 | 61,053 | 37,563 | ||
Long-term assets | 740,387 | 740,387 | 597,613 | ||
Current liabilities | 34,121 | 34,121 | 27,718 | ||
Long-term liabilities | 371,847 | 371,847 | $ 240,513 | ||
Revenue | 78,409 | 60,852 | 145,839 | 116,707 | |
Operating income | 4,627 | 5,942 | 3,838 | 6,950 | |
Net loss attributable to Providence | $ (869) | $ 1,619 | $ (9,387) | $ (238) |
Prepaid Expenses and Other - Su
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 2,659 | $ 1,106 |
Escrow funds | 10,000 | 10,000 |
Contract asset | 7,986 | 0 |
Prepaid insurance | 1,714 | 2,121 |
Prepaid taxes and licenses | 2,566 | 906 |
Note receivable | 0 | 3,224 |
Prepaid rent | 2,034 | 2,268 |
Deposits held for leased premises and bonds | 2,119 | 2,849 |
Costs to fulfill a contract | 12,606 | 2,543 |
Other | 11,277 | 10,226 |
Total prepaid expenses and other | $ 52,961 | $ 35,243 |
Prepaid Expenses and Other - Na
Prepaid Expenses and Other - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||
Accrued settlement | $ 15,000 | $ 15,000 |
Human Services | Indemnification Agreement | ||
Schedule of Equity Method Investments [Line Items] | ||
Accrued settlement | $ 15,000 | $ 15,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | |||
Accrued compensation | $ 11,319 | $ 29,715 | |
NET Services accrued contract payments | 13,619 | 17,487 | |
Accrued settlement | 15,000 | 15,000 | |
Accrued cash settled stock-based compensation | 7,328 | 3,938 | |
Income taxes payable | 410 | 3,723 | |
Other | 36,616 | 33,975 | |
Total accrued expenses | $ 84,292 | $ 106,168 | $ 103,838 |
Restructuring and Related Reo52
Restructuring and Related Reorganization Costs - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($)program | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)plan | Dec. 31, 2015program | Dec. 31, 2016USD ($) | |
WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 1,393 | $ 1,393 | $ 1,289 | $ 1,769 | $ 3,916 | |
Costs incurred | $ 2,400 | 859 | ||||
Employee Severance | WD Services | Ingeus Acquisition | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of severance plans (in programs) | 2 | 4 | 2 | |||
Employee Severance | Accrued Expenses | WD Services | Ingeus Acquisition | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 1,393 | $ 1,393 | ||||
Costs incurred | 2,400 | 859 | ||||
Corporate Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 8,400 | 8,400 | ||||
Restructuring charges | 2,634 | 3,082 | ||||
Restructuring reserve | 908 | 908 | $ 0 | |||
Costs incurred | 1,486 | |||||
Corporate Restructuring Plan | Accrued Expenses | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 903 | 903 | ||||
Corporate Restructuring Plan | Accounts Payable | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 5 | 5 | ||||
Corporate Restructuring Plan | Personnel Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 4,400 | 4,400 | ||||
Corporate Restructuring Plan | Acceleration of Stock-Based Compensation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 2,000 | 2,000 | ||||
Restructuring charges | 1,450 | 1,450 | ||||
Corporate Restructuring Plan | Acceleration of Stock-Based Compensation | Interim CEO | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1,273 | |||||
Corporate Restructuring Plan | Accelerated Depreciation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 600 | 600 | ||||
Restructuring charges | 146 | 146 | ||||
Corporate Restructuring Plan | Other Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 1,400 | 1,400 | ||||
Restructuring charges | 330 | 778 | ||||
Restructuring reserve | 200 | 200 | 0 | |||
Costs incurred | 778 | |||||
Corporate Restructuring Plan | Retention Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 708 | 708 | ||||
Restructuring reserve | $ 708 | 708 | $ 0 | |||
Costs incurred | 708 | |||||
UK Restructuring Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, property and equipment costs | $ 295 | |||||
UK Restructuring Program | WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 23 | $ 50 | ||||
Costs incurred | $ (29) |
Restructuring and Related Reo53
Restructuring and Related Reorganization Costs - Summary of Severance and Related Charges (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Costs Incurred | 1,486 | |
Cash Payments | (578) | |
Balance at end of period | 908 | |
WD Services | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,769 | $ 3,916 |
Costs Incurred | 2,400 | 859 |
Cash Payments | (2,760) | (3,636) |
Foreign Exchange Rate Adjustments | (16) | 150 |
Balance at end of period | 1,393 | 1,289 |
WD Services | Ingeus Futures Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 482 | 2,486 |
Costs Incurred | 1,226 | 836 |
Cash Payments | (1,463) | (2,341) |
Foreign Exchange Rate Adjustments | (30) | 130 |
Balance at end of period | 215 | 1,111 |
WD Services | Delivery First Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,287 | |
Costs Incurred | 1,174 | |
Cash Payments | (1,297) | |
Foreign Exchange Rate Adjustments | 14 | |
Balance at end of period | 1,178 | |
WD Services | Offender Rehabilitation Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,380 | |
Costs Incurred | 52 | |
Cash Payments | (1,295) | |
Foreign Exchange Rate Adjustments | 18 | |
Balance at end of period | 155 | |
WD Services | UK Restructuring Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 50 | |
Costs Incurred | (29) | |
Cash Payments | 0 | |
Foreign Exchange Rate Adjustments | 2 | |
Balance at end of period | $ 23 | |
Retention liability | Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | |
Costs Incurred | 708 | |
Cash Payments | 0 | |
Balance at end of period | 708 | |
Other liability | Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | |
Costs Incurred | 778 | |
Cash Payments | (578) | |
Balance at end of period | $ 200 |
Debt (Details)
Debt (Details) | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Line of credit | $ 0 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes In Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 336,017 | |||
Stock-based compensation | 4,439 | |||
Exercise of employee stock options | 11,662 | |||
Restricted stock issued | (566) | |||
Performance restricted stock issued | (109) | |||
Shares issued for bonus settlement and director stipend | 150 | |||
Stock repurchase plan | (55,753) | |||
Conversion of convertible preferred stock to common stock | 100 | |||
Foreign currency translation adjustments, net of tax | (1,996) | |||
Convertible preferred stock dividends | (2,190) | |||
Noncontrolling interests | $ (188) | $ (174) | 108 | $ 200 |
Other | 128 | |||
Net income attributable to Providence | (11,215) | $ 3,915 | (5,785) | $ (411) |
Cumulative effect adjustment from change in accounting principle | 5,710 | 5,710 | ||
Balance | $ 291,915 | $ 291,915 | ||
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance (in shares) | 17,473,598 | |||
Balance | $ 17 | |||
Exercise of employee stock options (in shares) | 265,793 | |||
Exercise of employee stock options | $ 1 | |||
Restricted stock issued (in shares) | 26,989 | |||
Performance restricted stock issued (in shares) | 3,110 | |||
Shares issued for bonus settlement and director stipend (in shares) | 3,033 | |||
Conversion of convertible preferred stock to common stock (in shares) | 2,608 | |||
Balance (in shares) | 17,775,131 | 17,775,131 | ||
Balance | $ 18 | $ 18 | ||
Additional Paid-In Capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | 313,955 | |||
Stock-based compensation | 4,439 | |||
Exercise of employee stock options | 11,661 | |||
Restricted stock issued | (320) | |||
Performance restricted stock issued | (109) | |||
Shares issued for bonus settlement and director stipend | 150 | |||
Conversion of convertible preferred stock to common stock | 105 | |||
Other | 128 | |||
Balance | 330,009 | 330,009 | ||
Retained Earnings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | 204,818 | |||
Conversion of convertible preferred stock to common stock | (5) | |||
Convertible preferred stock dividends | (2,190) | |||
Net income attributable to Providence | (5,785) | |||
Cumulative effect adjustment from change in accounting principle | 5,710 | 5,710 | ||
Balance | 202,548 | 202,548 | ||
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (25,805) | |||
Foreign currency translation adjustments, net of tax | (2,041) | |||
Cumulative effect adjustment from change in accounting principle | 0 | 0 | ||
Balance | $ (27,846) | $ (27,846) | ||
Treasury Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance (in shares) | 4,126,132 | |||
Balance | $ (154,803) | |||
Restricted stock issued (in shares) | 3,907 | |||
Restricted stock issued | $ (246) | |||
Stock repurchase plan (in shares) | 838,719 | |||
Stock repurchase plan | $ (55,753) | |||
Balance (in shares) | 4,968,758 | 4,968,758 | ||
Balance | $ (210,802) | $ (210,802) | ||
Non-controlling Interest | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (2,165) | |||
Foreign currency translation adjustments, net of tax | 45 | |||
Noncontrolling interests | 108 | |||
Balance | $ (2,012) | $ (2,012) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2018 | Jun. 30, 2018 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Stock repurchase program, increase in authorized amount | $ 77,794 | |
Stock repurchase program, remaining authorized repurchase amount | $ 81,177 |
Stock-Based Compensation and 57
Stock-Based Compensation and Similar Arrangements - Stock-based Compensation Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3,443 | $ 1,568 | $ 4,439 | $ 3,061 |
Service expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 39 | 110 | 94 | 234 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 3,302 | 1,445 | 4,184 | 2,787 |
Equity in net loss of investees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 102 | $ 13 | $ 161 | $ 40 |
Stock-Based Compensation and 58
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) | May 01, 2018 | Apr. 09, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options outstanding (in shares) | 635,995 | 635,995 | ||||||
Weighted-average exercise price (in usd per share) | $ 61.81 | $ 61.81 | ||||||
Stock-based compensation | $ 3,443,000 | $ 1,568,000 | $ 4,439,000 | $ 3,061,000 | ||||
Number of restricted stock awards modified (in shares) | 9,966 | |||||||
Number of stock options modified (in shares) | 11,035 | |||||||
Allocated share-based compensation expense related to modification of shares | $ 177,000 | $ 177,000 | ||||||
Stock equivalent units outstanding (in shares) | 5,202 | 5,202 | ||||||
Stock option equivalent units outstanding (in shares) | 200,000 | 200,000 | ||||||
LogistiCare LTI Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 0 | |||||||
Accrued Expenses and Other Long-Term Liabilities | NET Services Vertical Long-term Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Deferred compensation liability, current and noncurrent | $ 997,000 | 997,000 | $ 2,657,000 | |||||
General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | 3,302,000 | 1,445,000 | 4,184,000 | 2,787,000 | ||||
Service expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | 39,000 | 110,000 | 94,000 | 234,000 | ||||
Maximum | LogistiCare LTI Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of award paid in unrestricted stock | 50.00% | |||||||
Amount awarded per employee | $ 7,000,000 | |||||||
Percent of awards issued | 65.50% | |||||||
Interim CEO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 71.67 | |||||||
Voluntary forfeitures (in shares) | 98,500 | |||||||
Voluntary forfeitures, percentage of total granted | 25.00% | |||||||
Stock-based compensation | $ 1,273,000 | $ 1,273,000 | ||||||
Interim CEO | Employed through June 30, 2019 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 50.00% | |||||||
Interim CEO | Budget achieved in fiscal year 2018 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Interim CEO | Achievement of other performance metrics | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Interim CEO | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted (in shares) | 394,000 | |||||||
Interim CFO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 71.67 | |||||||
Interim CFO | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted (in shares) | 13,710 | |||||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares of unvested RSAs outstanding (in shares) | 53,958 | 53,958 | ||||||
Weighted-average grant date fair value of unvested PRSUs outstanding (in usd per share) | $ 54.58 | $ 54.58 | ||||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | Accrued Expenses | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Liability for unexercised cash settled share-based payment awards | $ 7,328,000 | $ 7,328,000 | $ 3,938,000 | |||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense (benefit) | 1,795,000 | 564,000 | 3,626,000 | 1,231,000 | ||||
NET Services Vertical Long-term Incentive Plan | Service expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated cash-based compensation expense | $ 57,000 | $ (401,000) | $ 114,000 | $ 144,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income attributable to Providence | $ (11,215) | $ 3,915 | $ (5,785) | $ (411) |
Less dividends on convertible preferred stock | (1,106) | (1,102) | (2,195) | (2,191) |
Less income allocated to participating securities | 0 | (379) | 0 | (435) |
Net income (loss) available to common stockholders | $ (12,321) | $ 2,434 | $ (7,980) | $ (3,037) |
Denominator: | ||||
Denominator for basic earnings per share -- weighted-average shares | 13,008,106 | 13,553,704 | 13,056,765 | 13,628,572 |
Effect of dilutive securities: | ||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 13,008,106 | 13,607,576 | 13,056,765 | 13,687,183 |
Basic earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | $ (0.94) | $ 0.19 | $ (0.61) | $ 0.22 |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | 0 | (0.44) |
Basic earnings (loss) per common share (in dollars per share) | (0.95) | 0.18 | (0.61) | (0.22) |
Diluted earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | (0.94) | 0.19 | (0.61) | 0.22 |
Discontinued operations (in dollars per share) | (0.01) | (0.01) | 0 | (0.44) |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.95) | $ 0.18 | $ (0.61) | $ (0.22) |
Common stock options | ||||
Effect of dilutive securities: | ||||
Common stock options (in shares) | 0 | 48,836 | 0 | 53,575 |
Performance-based restricted stock units | ||||
Effect of dilutive securities: | ||||
Performance-based restricted stock units (in shares) | 0 | 5,036 | 0 | 5,036 |
Continuing operations | ||||
Numerator: | ||||
Net income (loss) available to common stockholders | $ (12,272) | $ 2,551 | $ (7,923) | $ 2,947 |
Discontinued operations | ||||
Numerator: | ||||
Net income (loss) available to common stockholders | $ (49) | $ (117) | $ (57) | $ (5,984) |
Earnings Per Share - Schedule60
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 386,721 | 46,478 | 238,806 | 144,811 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 803,165 | 803,398 | 803,182 | 803,398 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018EUR (€) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate from continuing operations | (17.10%) | 42.70% | (164.60%) | (164.60%) | 48.30% | |
Asset impairment charge | $ 9,881 | $ 0 | $ 9,881 | $ 0 | ||
Tax Cuts and Jobs Act of 2017, provisional income tax benefit | $ 19,397 | |||||
WD Services | Held-for-sale | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Asset impairment charge | $ 9,202 | € 9,202 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Sep. 28, 2017USD ($) | Nov. 30, 2017USD ($) | Jun. 30, 2018USD ($)plan | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)plan | Jun. 30, 2017USD ($) | Jul. 05, 2018USD ($) | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | ||||||||
Number of deferred compensation plans | plan | 1 | 1 | ||||||
Other Noncurrent Liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Total participant deferrals | $ 2,188,000 | $ 2,188,000 | $ 1,806,000 | |||||
Common Stock | Affiliated Entity | Stockholders | ||||||||
Loss Contingencies [Line Items] | ||||||||
Related party, percentage of stock in company | 9.60% | 9.60% | ||||||
Preferred Stock | Affiliated Entity | Stockholders | ||||||||
Loss Contingencies [Line Items] | ||||||||
Related party, percentage of stock in company | 95.50% | 95.50% | ||||||
Insurance Claims | ||||||||
Loss Contingencies [Line Items] | ||||||||
Offsetting receivable | $ 4,212,000 | $ 4,212,000 | 5,749,000 | |||||
Loss contingency accrual, net | 5,187,000 | 5,187,000 | 6,699,000 | |||||
Loss contingency accrual, gross | 9,399,000 | 9,399,000 | 12,448,000 | |||||
Discontinued Operations, Net of Tax | Indemnification Agreement | Human Services | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency accrual, provision | 15,000,000 | |||||||
Haverhill Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Indemnified legal expenses | $ 143,000 | $ 275,000 | ||||||
Indemnified legal expense of related parties | 92,000 | 208,000 | ||||||
Legal expense (credit) | (201,000) | $ 0 | $ 11,000 | |||||
Offsetting receivable | $ 88,000 | 88,000 | $ 941,000 | |||||
Rodriguez v. Providence Community Corrections | Indemnification Agreement | Human Services | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount paid | $ 14,000,000 | |||||||
Rodriguez v. Providence Community Corrections | Indemnification Agreement | Human Services | Subsequent Event | ||||||||
Loss Contingencies [Line Items] | ||||||||
Amount expected to be released from escrow | $ 10,000,000 | |||||||
Settled Litigation | Proposed Settlement Agreement | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount received | $ 10,000,000 | |||||||
Settlement percentage received by company | 75.00% | |||||||
Settlement percentage received by company stockholders | 25.00% | |||||||
Proceeds from legal settlements | $ 5,363,000 |
Transactions with Related Par63
Transactions with Related Parties - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||||
Loan to joint venture | $ 0 | $ 566,000 | ||||
Coliseum Capital Partners, L.P. | Preferred Stock Dividends Earned by Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount | $ 1,050,000 | $ 1,050,000 | $ 2,089,000 | $ 2,089,000 | ||
Corporate Joint Venture | Mission Providence | ||||||
Related Party Transaction [Line Items] | ||||||
Loan to joint venture | $ 566,000 | |||||
Related party notes receivable | $ 0 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operations, legal expense | $ 65 | $ 76 | ||
Human Services | Discontinued operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operations, legal expense | $ 190 | $ 596 | ||
Discontinued operations, settlement accrual | $ 9,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
Discontinued operations, net of tax | $ (49) | $ (117) | $ (57) | $ (5,984) |
Human Services | Discontinued operations | ||||
Operating expenses: | ||||
General and administrative expense | 65 | 190 | 76 | 9,596 |
Total operating expenses | 65 | 190 | 76 | 9,596 |
Loss from discontinued operations before income taxes | (65) | (190) | (76) | (9,596) |
Income tax benefit | 16 | 73 | 19 | 3,612 |
Discontinued operations, net of tax | $ (49) | $ (117) | $ (57) | $ (5,984) |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018EUR (€) | Jun. 30, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Asset impairment charge | $ 9,881 | $ 0 | $ 9,881 | $ 0 | |
Ingeus France | Held-for-sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Asset impairment charge | $ 9,202 | € 9,202 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets held for sale: | ||
Total current assets held for sale | $ 14,872 | $ 0 |
Current liabilities held for sale: | ||
Total current liabilities held for sale | 14,872 | $ 0 |
Ingeus France | Held-for-sale | ||
Current assets held for sale: | ||
Cash and cash equivalents | 5,141 | |
Accounts receivable | 6,959 | |
Other receivables | 9 | |
Prepaid expenses and other | 2,763 | |
Total current assets held for sale | 14,872 | |
Current liabilities held for sale: | ||
Accounts payable | 2,783 | |
Accrued expenses | 11,810 | |
Deferred revenue | 279 | |
Total current liabilities held for sale | $ 14,872 |
Segments - Financial Informatio
Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Service revenue, net | $ 411,794 | $ 407,983 | $ 817,840 | $ 807,477 |
Service expense | 385,071 | 377,036 | 756,306 | 746,446 |
General and administrative expense | 19,278 | 18,048 | 37,691 | 35,076 |
Asset impairment charge | 9,881 | 0 | 9,881 | 0 |
Depreciation and amortization | 6,878 | 6,900 | 13,677 | 13,169 |
Operating income (loss) | (9,314) | 5,999 | 285 | 12,786 |
Equity in net gain (loss) of investee | (147) | 1,530 | (2,468) | (530) |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 0 | 0 | 0 | 0 |
Service expense | (272) | (2,281) | (272) | (2,265) |
General and administrative expense | 8,984 | 8,040 | 16,848 | 15,132 |
Asset impairment charge | 0 | 0 | ||
Depreciation and amortization | 236 | 85 | 323 | 163 |
Operating income (loss) | (8,948) | (5,844) | (16,899) | (13,030) |
Equity in net gain (loss) of investee | 0 | 0 | 0 | 0 |
NET Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 343,737 | 338,805 | 680,433 | 662,839 |
Service expense | 324,398 | 316,435 | 635,099 | 622,627 |
General and administrative expense | 3,104 | 3,089 | 6,040 | 5,980 |
Asset impairment charge | 679 | 679 | ||
Depreciation and amortization | 3,511 | 3,326 | 7,005 | 6,477 |
Operating income (loss) | 12,045 | 15,955 | 31,610 | 27,755 |
Equity in net gain (loss) of investee | 0 | 0 | 0 | 0 |
WD Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 68,057 | 69,178 | 137,407 | 144,638 |
Service expense | 60,945 | 62,882 | 121,479 | 126,084 |
General and administrative expense | 7,190 | 6,919 | 14,803 | 13,964 |
Asset impairment charge | 9,202 | 9,202 | ||
Depreciation and amortization | 3,131 | 3,489 | 6,349 | 6,529 |
Operating income (loss) | (12,411) | (4,112) | (14,426) | (1,939) |
Equity in net gain (loss) of investee | 27 | 440 | 50 | (960) |
Matrix Investment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 0 | 0 | 0 | 0 |
Service expense | 0 | 0 | 0 | 0 |
General and administrative expense | 0 | 0 | 0 | 0 |
Asset impairment charge | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Equity in net gain (loss) of investee | $ (174) | $ 1,090 | $ (2,518) | $ 430 |
Segments - Narrative (Details)
Segments - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Non-US | |||
Segment Reporting Information [Line Items] | |||
Net assets | $ 74,380 | $ 99,071 | |
Geographic Concentration Risk | United States | Sales Revenue, Services, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 84.30% | 83.10% | |
Geographic Concentration Risk | Non-US | Sales Revenue, Services, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 15.70% | 16.90% | |
Geographic Concentration Risk | Non-US | Stockholders' Equity, Total | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 20.10% | 20.80% |