Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 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) | 12,810,967 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 47,492 | $ 95,310 |
Accounts receivable, net of allowance of $1,461 in 2018 and $5,762 in 2017 | 181,155 | 158,926 |
Other receivables | 3,525 | 5,759 |
Prepaid expenses and other | 27,292 | 35,243 |
Restricted cash | 1,624 | 1,091 |
Total current assets | 261,088 | 296,329 |
Property and equipment, net | 47,027 | 50,377 |
Goodwill | 160,420 | 121,668 |
Intangible assets, net | 52,668 | 43,939 |
Equity investments | 164,097 | 169,912 |
Other assets | 9,314 | 12,028 |
Restricted cash, less current portion | 3,132 | 5,205 |
Deferred tax asset | 6,213 | 4,632 |
Total assets | 703,959 | 704,090 |
Current liabilities: | ||
Current portion of debt | 37,149 | 2,400 |
Accounts payable | 17,994 | 15,404 |
Accrued expenses | 70,071 | 103,838 |
Accrued transportation costs | 114,476 | 83,588 |
Deferred revenue | 17,419 | 17,381 |
Reinsurance and related liability reserves | 6,860 | 4,319 |
Total current liabilities | 263,969 | 226,930 |
Long-term debt, less current portion | 430 | 584 |
Other long-term liabilities | 17,609 | 21,386 |
Deferred tax liabilities | 44,716 | 41,627 |
Total liabilities | 326,724 | 290,527 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,779,646 and 17,473,598, respectively, issued and outstanding (including treasury shares) | 18 | 17 |
Additional paid-in capital | 331,947 | 313,955 |
Retained earnings | 208,589 | 204,818 |
Accumulated other comprehensive loss, net of tax | (28,102) | (25,805) |
Treasury shares, at cost, 4,968,899 and 4,126,132 shares | (210,812) | (154,803) |
Total Providence stockholders' equity | 301,640 | 338,182 |
Noncontrolling interest | (1,809) | (2,165) |
Total stockholders' equity | 299,831 | 336,017 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 703,959 | 704,090 |
Convertible preferred stock | ||
Redeemable convertible preferred stock | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 801,729 and 803,200, respectively, issued and outstanding; 5.5%/8.5% dividend rate | $ 77,404 | $ 77,546 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounts receivable allowance | $ 1,461 | $ 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) | 17,779,646 | 17,473,598 |
Common stock, shares outstanding (in shares) | 17,779,646 | 17,473,598 |
Treasury shares, shares (in shares) | 4,968,899 | 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) | 801,729 | 803,200 |
Convertible preferred stock, Shares Outstanding (in shares) | 801,729 | 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Service revenue, net | $ 421,319 | $ 409,517 | $ 1,239,159 | $ 1,216,994 |
Operating expenses: | ||||
General and administrative expense | 16,203 | 18,629 | 53,894 | 53,705 |
Asset impairment charge | 0 | 0 | 9,881 | 0 |
Depreciation and amortization | 6,641 | 6,547 | 20,317 | 19,716 |
Total operating expenses | 414,452 | 403,208 | 1,232,006 | 1,197,899 |
Operating income | 6,867 | 6,309 | 7,153 | 19,095 |
Other expenses: | ||||
Interest expense, net | 347 | 302 | 918 | 983 |
Other loss | 669 | 0 | 669 | 0 |
Equity in net loss of investees | 1,558 | 460 | 4,026 | 991 |
Gain on sale of equity investment | 0 | (12,606) | 0 | (12,606) |
Gain on remeasurement of cost method investment | (6,577) | 0 | (6,577) | 0 |
Loss (gain) on foreign currency transactions | (178) | 200 | (807) | 600 |
Income from continuing operations before income taxes | 11,048 | 17,953 | 8,924 | 29,127 |
Provision for income taxes | 4,259 | 2,989 | 7,755 | 8,391 |
Income from continuing operations, net of tax | 6,789 | 14,964 | 1,169 | 20,736 |
Discontinued operations, net of tax | 542 | (16) | 485 | (6,000) |
Net income | 7,331 | 14,948 | 1,654 | 14,736 |
Net income attributable to noncontrolling interests | (177) | (95) | (285) | (295) |
Net income attributable to Providence | 7,154 | 14,853 | 1,369 | 14,441 |
Net income (loss) available to common stockholders (Note 13) | $ 5,298 | $ 11,962 | $ (1,939) | $ 8,927 |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.88 | $ (0.19) | $ 1.10 |
Discontinued operations (in dollars per share) | 0.04 | 0 | 0.04 | (0.44) |
Basic earnings (loss) per common share (in dollars per share) | 0.41 | 0.88 | (0.15) | 0.66 |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | 0.37 | 0.88 | (0.19) | 1.09 |
Discontinued operations (in dollars per share) | 0.04 | 0 | 0.04 | (0.44) |
Diluted earnings (loss) per common share (in dollars per share) | $ 0.41 | $ 0.88 | $ (0.15) | $ 0.65 |
Weighted-average number of common shares outstanding: | ||||
Basic (in shares) | 12,865,777 | 13,581,662 | 12,992,403 | 13,612,764 |
Diluted (in shares) | 12,927,122 | 13,655,554 | 12,992,403 | 13,676,468 |
Service expense | ||||
Operating expenses: | ||||
Service expense | $ 391,608 | $ 378,032 | $ 1,147,914 | $ 1,124,478 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,331 | $ 14,948 | $ 1,654 | $ 14,736 |
Net loss (income) attributable to noncontrolling interest | (177) | (95) | (285) | (295) |
Net income attributable to Providence | 7,154 | 14,853 | 1,369 | 14,441 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | (882) | 2,165 | (2,924) | 6,591 |
Reclassification of translation loss realized upon sale of subsidiary and equity investment, respectively | 627 | 527 | 627 | 527 |
Other comprehensive income (loss) | (255) | 2,692 | (2,297) | 7,118 |
Comprehensive income | 7,076 | 17,640 | (643) | 21,854 |
Comprehensive income attributable to noncontrolling interest | (203) | (26) | (356) | (113) |
Comprehensive income (loss) attributable to Providence | $ 6,873 | $ 17,614 | $ (999) | $ 21,741 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net income | $ 1,654 | $ 14,736 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 14,217 | 13,802 |
Amortization | 6,100 | 5,914 |
Asset impairment charge | 9,881 | 0 |
Provision for doubtful accounts | 1,615 | 1,258 |
Stock-based compensation | 6,209 | 4,586 |
Deferred income taxes | (602) | (7,062) |
Amortization of deferred financing costs and debt discount | 408 | 516 |
Equity in net loss of investees | 4,026 | 991 |
Gain on sale of equity investment | 0 | (12,606) |
Gain on remeasurement of cost method investment | (6,577) | 0 |
Other non-cash charges (credits) | (115) | 554 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (31,514) | (10,647) |
Prepaid expenses and other | 14,243 | 7,517 |
Reinsurance and related liability reserve | (548) | (4,924) |
Accounts payable and accrued expenses | (26,251) | (3,407) |
Accrued transportation costs | 30,888 | 28,839 |
Deferred revenue | (1,468) | (4,537) |
Other long-term liabilities | 304 | 1,399 |
Net cash provided by operating activities | 22,470 | 36,929 |
Investing activities | ||
Purchase of property and equipment | (13,194) | (15,293) |
Acquisitions, net of cash acquired | (42,067) | 0 |
Dispositions, net of cash sold | (5,862) | 0 |
Cost method investments | 0 | (3,000) |
Proceeds from sale of equity investment | 0 | 15,823 |
Proceeds from note receivable | 3,130 | 0 |
Other investing activities | 0 | 310 |
Net cash used in investing activities | (57,993) | (2,160) |
Financing activities | ||
Preferred stock dividends | (3,302) | (3,305) |
Repurchase of common stock, for treasury | (56,009) | (18,763) |
Proceeds from common stock issued pursuant to stock option exercise | 12,413 | 1,528 |
Performance restricted stock surrendered for employee tax payment | (429) | (96) |
Proceeds from debt | 36,000 | 0 |
Capital lease payments and other | (2,529) | (1,711) |
Net cash used in financing activities | (13,856) | (22,347) |
Effect of exchange rate changes on cash | 21 | 464 |
Net change in cash, cash equivalents and restricted cash | (49,358) | 12,886 |
Cash, cash equivalents and restricted cash at beginning of period | 101,606 | 86,392 |
Cash, cash equivalents and restricted cash at end of period | $ 52,248 | $ 99,278 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for interest | $ 767 | $ 776 |
Cash paid for income taxes | 11,477 | 14,804 |
Purchase of equipment through capital lease obligation | 724 | 516 |
Acquisitions: | ||
Purchase price | 54,700 | 0 |
Less: | ||
Cash acquired | (1,302) | 0 |
Restricted cash acquired | (110) | 0 |
Value of existing ownership in Circulation | (9,577) | 0 |
Purchase consideration payable | (1,644) | 0 |
Acquisitions, net of cash acquired | $ 42,067 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 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. On September 21, 2018, LogistiCare Solutions, LLC (“LogistiCare”), a wholly-owned subsidiary of the Company, completed its acquisition of Circulation, Inc. (“Circulation”). Circulation is a company that offers a full suite of logistics solutions to manage non-emergency transportation across all areas of healthcare. • 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. On November 6, 2018, the Board of Directors of Providence approved the sale of the WD Services segment. On November 7, 2018, the Company and Ingeus UK Holdings Limited (“Holdings”), its direct wholly-owned subsidiary, entered into a share purchase agreement with Advanced Personnel Management Global Pty Ltd and APM UK Holdings Limited (together the “Purchasers”) and International APM Group Pty Limited, as Purchasers’ Guarantor (the “Guarantor”), pursuant to which the Company agreed to sell substantially all of the operating subsidiaries of its WD Services segment with the exception of its operations in Saudi Arabia, for which it is pursuing alternative strategies which are expected to result in no longer providing services in the country beyond the end of the year. The transaction is subject to approvals from certain of Ingeus’ government customers and the satisfaction of customary closing conditions. • 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 9, 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 nine months ended September 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 nine months ended September 30, 2018 , and balance sheet as of September 30, 2018 , was as follows: Three months ended September 30, 2018 Nine months ended September 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 $ 421,319 $ 422,942 $ 1,239,159 $ 1,254,350 Service expense 391,608 393,659 1,147,914 1,159,943 Operating income 6,867 6,439 7,153 10,315 Income from continuing operations before taxes 11,048 10,620 8,924 12,086 Net income attributable to Providence 7,154 7,580 1,369 4,590 Diluted earnings (loss) per share $ 0.41 $ 0.44 $ (0.15 ) $ 0.09 September 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 27,292 $ 21,890 Accrued expenses 70,071 68,550 Deferred revenue 17,419 16,222 Deferred tax liabilities 44,716 44,527 Retained earnings, net of tax 208,589 206,094 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 nine months ended September 30, 2017 . The recast resulted in an increase in cash used in investing activities of $7,029 . 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”). ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract. ASC 842 is 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 after, the beginning of the earliest comparative period presented in the financial statements, or lessees may initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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. Under ASC 842, lessees will be required to recognize a lease liability and right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The Company intends to apply the modified retrospective transition method and elect the transition option to use the effective date of January 1, 2019 as the date of initial application. The Company will recognize the cumulative effect of the transition adjustment as of the effective date; and, it does not expect to provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company expects to elect the package of practical expedients and the practical expedient not to separate lease and non-lease components. The Company does not expect to apply the use of hindsight practical expedient. In connection with the adoption of ASU 2016-02, the Company has assembled a cross-functional team supported by external consultants to evaluate the lease portfolio, systems, processes and policy change requirements. A review of the lease population has commenced and the Company has selected a third-party software program to store, track and analyze its leases in accordance with the new guidance. The Company is in process of implementing the software program for its lease population. 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 its 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. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 removes certain disclosures, modifies certain disclosures and added additional disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain disclosures in ASU 2018-13 would need to be applied on a retrospective basis and others on a prospective basis. The Company is currently evaluating the impact of ASU 2018-13 on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”), which will align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule is effective on November 5, 2018. The Company will adopt this new rule beginning with its financial reporting for the quarter ended March 31, 2019. Upon adoption, the Company will include its Consolidated Statements of Stockholders’ Equity with each filing of a Quarterly Report on Form 10-Q. There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2017 . |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 by contract type for NET Services: Three months ended September 30, 2018 Nine months ended September 30, 2018 State Medicaid agency contracts $ 183,661 $ 544,409 Managed care organization contracts 160,110 479,794 Total NET Services revenue, net $ 343,771 $ 1,024,203 Capitated contracts $ 297,808 $ 869,203 Non-capitated contracts 45,963 155,000 Total NET Services revenue, net $ 343,771 $ 1,024,203 The following table summarizes disaggregated revenue from contracts with customers for the three and nine months ended September 30, 2018 by revenue category for WD Services: Three months ended September 30, 2018 Nine months ended September 30, 2018 Employment preparation and placement services $ 31,767 $ 118,161 Legal offender rehabilitation services 17,926 58,775 Youth services 23,171 24,160 Other 4,684 13,860 Total WD Services revenue, net $ 77,548 $ 214,956 The following table summarizes disaggregated revenue from contracts with customers for the three and nine months ended September 30, 2018 by geographic region: Three months ended September 30, 2018 United United Other Total NET Services $ 343,771 $ — $ — $ 343,771 WD Services 5,066 53,018 19,464 77,548 Total $ 348,837 $ 53,018 $ 19,464 $ 421,319 Nine months ended September 30, 2018 United United Other Total NET Services $ 1,024,203 $ — $ — $ 1,024,203 WD Services 14,108 127,487 73,361 214,956 Total $ 1,038,311 $ 127,487 $ 73,361 $ 1,239,159 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 $3,765 and $11,166 during the three and nine months ended September 30, 2018 , respectively. During the three and nine months ended September 30, 2018 , NET Services recognized $1,956 and $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 in 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 nine months ended September 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. As a result of this clarification of the agreement, which was subsequently signed in the third quarter, RRP was able to calculate a reasonable estimate of its liability, recording a reduction of revenue of $1,681 during the nine months ended September 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 nine months ended September 30, 2018 , WD Services recognized $3,283 and $8,357 , 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 receivables, 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. 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. For example, under WD Services’ employability contract in Saudi Arabia, certain receivable balances are significantly past due. During the three months ended September 30, 2018, the Company reached an agreement with the Saudi Arabian authorities to settle certain outstanding receivables at a discount, recording a write-down of $1,804 . Such amounts arose prior to March 2017, when the government implemented an electronic billing system. A reserve was not provided previously, as the amounts were expected to be paid. However, due to delays in payment and the related administrative burden of the reconciliation process, the Company offered a discount in order to settle the receivable. The following table provides information about accounts receivable, net as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 Accounts receivable $ 138,254 $ 122,634 NET Services' reconciliation contract receivable 44,362 42,054 Allowance for doubtful accounts (1,461 ) (5,762 ) $ 181,155 $ 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 $4,512 is included in “Prepaid expenses and other” in the condensed consolidated balance sheet at September 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 September 30, 2018 and December 31, 2017 totaled $10,713 and $17,487 , respectively. Deferred Revenue - Includes funds received for certain services in advance of services being rendered. The balance at September 30, 2018 and December 31, 2017 totaled $17,419 and $17,381 , respectively. The increase in the deferred revenue balance from December 31, 2017 to September 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 nine months ended September 30, 2018 , $11,602 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 $1,937 and $2,543 at September 30, 2018 and December 31, 2017 , respectively. The Company recognized $2,438 and $2,562 , respectively, of deferred costs as service expense during the three and nine months ended September 30, 2018 . 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 | 9 Months Ended |
Sep. 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: September 30, 2018 September 30, 2017 Cash and cash equivalents $ 47,492 $ 92,178 Restricted cash, current 1,624 1,198 Restricted cash, less current portion 3,132 5,902 Cash, cash equivalents and restricted cash $ 52,248 $ 99,278 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. |
Equity Investment
Equity Investment | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment Matrix As of September 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 September 30, 2018 and December 31, 2017 totaled $163,814 and $169,699 , respectively. Summary financial information for Matrix on a standalone basis is as follows: September 30, 2018 December 31, 2017 Current assets $ 64,139 $ 37,563 Long-term assets 732,630 597,613 Current liabilities 29,691 27,718 Long-term liabilities 375,466 240,513 Three months ended Three months ended September 30, 2017 Revenue $ 70,522 $ 58,639 Operating income 1,492 3,159 Net loss (4,351 ) (537 ) Nine months ended September 30, 2018 Nine months ended September 30, 2017 Revenue $ 216,361 $ 175,346 Operating income 5,330 10,109 Net loss (13,736 ) (775 ) Included in Matrix’s standalone net loss for the three months ended September 30, 2018 are depreciation and amortization of $9,558 , interest expense of $6,193 , equity compensation of $491 , management fees paid to certain of Matrix’s shareholders of $583 , merger and acquisition related diligence costs of $95 , integration costs of $1,931 , and an income tax benefit of $350 . Included in Matrix’s standalone net loss for the nine months ended September 30, 2018 are depreciation and amortization of $27,969 , interest expense of $22,475 , including $6,567 related to the amortization of deferred financing costs primarily resulting from the refinancing of Matrix debt facility, equity compensation of $2,090 , management fees paid to certain of Matrix’s shareholders of $4,337 , merger and acquisition related diligence costs of $2,341 primarily related to the first quarter acquisition of HealthFair, integration costs of $4,293 , and an income tax benefit of $3,409 . Included in Matrix’s standalone net loss for the three months ended September 30, 2017 were equity compensation of $640 , depreciation and amortization of $8,469 , interest expense of $3,741 and an income tax expense of $45 . Included in Matrix’s standalone net loss for the nine months ended September 30, 2017 were transaction bonuses and other transaction related costs of $3,518 , equity compensation of $1,902 , depreciation and amortization of $24,629 , interest expense of $11,005 and an income tax benefit of $121 . |
Prepaid Expenses and Other
Prepaid Expenses and Other | 9 Months Ended |
Sep. 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: September 30, December 31, Prepaid income taxes $ 2,050 $ 1,106 Escrow funds — 10,000 Contract asset 4,512 — Prepaid insurance 2,070 2,121 Prepaid taxes and licenses 2,131 906 Note receivable — 3,224 Prepaid rent 1,014 2,268 Deposits held for leased premises and bonds 2,115 2,849 Costs to fulfill a contract 1,937 2,543 Other 11,463 10,226 Total prepaid expenses and other $ 27,292 $ 35,243 Escrow funds at December 31, 2017 represent amounts related to indemnification claims from the sale of the Human Services segment, which was completed on November 1, 2015. The escrow funds were used during the three months ended September 30, 2018 to satisfy a portion of the Company’s settlement of indemnification claims. See Note 15, 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 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in goodwill were as follows: NET Services WD Services Consolidated Total Balances at December 31, 2017 Goodwill $ 191,215 $ 37,718 $ 228,933 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) 95,215 26,453 121,668 Acquisition of Circulation 39,554 — 39,554 Foreign currency translation adjustment — (802 ) (802 ) Balances at September 30, 2018 Goodwill 230,769 36,916 267,685 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) $ 134,769 $ 25,651 $ 160,420 The total amount of goodwill that was deductible for income tax purposes related to acquisitions as of September 30, 2018 and December 31, 2017 was $4,222 . Intangible Assets Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following: September 30, 2018 December 31, 2017 Estimated Useful Life (Yrs.) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 15 $ 48,084 $ (35,421 ) $ 48,128 $ (33,136 ) Customer relationships 10 29,522 (13,578 ) 30,583 (11,871 ) Customer relationships 3 1,400 — — — Trademarks and Trade Names 10 14,021 (6,076 ) 14,525 (5,205 ) Trademarks and Trade Names 3 200 — — — Developed technology of Ingeus and Circulation 5 17,216 (2,700 ) 3,228 (2,313 ) Total $ 110,443 $ (57,775 ) $ 96,464 $ (52,525 ) The weighted-average amortization period at September 30, 2018 for intangibles was 11.3 years. No significant residual value is estimated for these intangible assets. Amortization expense was $1,988 and $6,100 for the three and nine months ended September 30, 2018 , respectively. Amortization expense was $1,990 and $5,914 for the three and nine months ended September 30, 2017 , respectively. The Company acquired Circulation in September 2018, which resulted in the increase of intangible assets from December 31, 2017 to September 30, 2018. See additional discussion of the Circulation acquisition in Note 17, Acquisitions . The total amortization expense is estimated to be as follows, based on completed acquisitions and the applicable foreign exchange rates as of September 30, 2018 : Year Amount 2018 (remaining year) $ 2,826 2019 10,940 2020 10,687 2021 10,455 2022 9,694 Thereafter 8,066 Total $ 52,668 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, 2017 Accrued compensation $ 15,438 $ 29,715 NET Services accrued contract payments 10,713 17,487 Accrued settlement — 15,000 Accrued cash settled stock-based compensation 5,137 3,938 Income taxes payable 1,087 3,723 Other 37,696 33,975 Total accrued expenses $ 70,071 $ 103,838 The accrued settlement represents amounts related to indemnification claims from the sale of the Human Services segment, which was completed on November 1, 2015. The settlement was finalized during the three months ended September 30, 2018, which resulted in the payment of the accrued settlement amount, in which $10,000 was released from an escrow account and $4,475 was paid in cash. See Note 15, Commitments and Contingencies , for further information. |
Restructuring and Related Reorg
Restructuring and Related Reorganization Costs | 9 Months Ended |
Sep. 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 September 30, 2018 , the Company estimates that it will incur aggregate pre-tax restructuring charges of approximately $9,600 through June 30, 2019 in connection with the organizational consolidation discussed above. These charges include approximately $5,600 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 $2,082 restructuring and related costs has been incurred during the three months ended September 30, 2018 related to the organizational consolidation. These costs include $1,330 of retention and personnel costs, $119 of accelerated stock-based compensation expense, $146 of accelerated depreciation and $487 of other costs, primarily related to recruiting and legal costs. A total of $5,163 restructuring and related costs has been incurred during the nine months ended September 30, 2018 related to the organizational consolidation. These costs include $1,978 of retention and personnel costs, $1,569 of accelerated stock-based compensation expense, $291 of accelerated depreciation and $1,325 of other costs, primarily related to recruiting and legal 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 September 30, 2018 Retention and personnel liability $ — $ 2,038 $ (111 ) $ 1,927 Other liability — 1,265 (786 ) 479 Total $ — $ 3,303 $ (897 ) $ 2,406 The total restructuring liability at September 30, 2018 includes $2,188 classified as “Accrued expenses” and $218 classified as “Accounts payable” in the condensed consolidated balance sheet. WD Services WD Services has two active redundancy programs at September 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 $2,363 and $1,117 during the nine months ended September 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 nine months ended September 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 September 30, 2018 Ingeus Futures Program $ 482 $ 1,336 $ (1,463 ) $ (30 ) $ 325 Delivery First Program 1,287 1,027 (1,474 ) (5 ) 835 Total $ 1,769 $ 2,363 $ (2,937 ) $ (35 ) $ 1,160 January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments September 30, 2017 Ingeus Futures Program $ 2,486 $ 1,186 $ (3,086 ) $ 158 $ 744 Offender Rehabilitation Program 1,380 (40 ) (1,357 ) 17 — UK Restructuring Program 50 (29 ) — 3 24 Total $ 3,916 $ 1,117 $ (4,443 ) $ 178 $ 768 The total of accrued severance and related costs of $1,160 is reflected in “Accrued expenses” in the condensed consolidated balance sheet at September 30, 2018 . The amount accrued as of September 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 $351 of expense during the nine months ended September 30, 2018 primarily related to property and equipment costs. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt was as follows as of the dates referenced below: September 30, December 31, $200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2019 $ 36,000 $ — Capital lease obligations 1,579 2,984 37,579 2,984 Less current portion of debt 37,149 2,400 Total debt, less current portion $ 430 $ 584 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. During the three months ended September 30, 2018, the Company drew on its revolving credit facility, primarily to fund the acquisition of Circulation. See additional discussion of the Circulation acquisition in Note 17, Acquisitions . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 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 nine months ended September 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 Cumulative effect adjustment from change in accounting principle, net of tax — — — 5,710 — — — — 5,710 Stock-based compensation — — 6,346 — — — — — 6,346 Exercise of employee stock options 266,293 1 11,669 — — — — — 11,670 Restricted stock issued 29,384 — (320 ) — — 4,048 (256 ) — (576 ) Performance restricted stock issued 3,110 — (109 ) — — — — — (109 ) Shares issued for bonus settlement and director stipend 3,576 150 — — — — 150 Stock repurchase plan — — — — — 838,719 (55,753 ) — (55,753 ) Conversion of convertible preferred stock to common stock 3,685 — 148 (6 ) — — — — 142 Foreign currency translation adjustments, net of tax — — — — (2,924 ) — — 71 (2,853 ) Reclassification of translation loss realized upon sale of foreign subsidiary — — — — 627 — — — 627 Convertible preferred stock dividends — — — (3,302 ) — — — — (3,302 ) Noncontrolling interests — — — — — — — 285 285 Other — — 108 — — — — — 108 Net income attributable to Providence — — — 1,369 — — — — 1,369 Balance at September 30, 2018 17,779,646 $ 18 $ 331,947 $ 208,589 $ (28,102 ) 4,968,899 $ (210,812 ) $ (1,809 ) $ 299,831 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 September 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Service expense $ 209 $ 131 $ 303 $ 365 General and administrative expense 1,718 1,434 5,906 4,221 Equity in net loss of investees (24 ) 10 137 50 Total stock-based compensation $ 1,903 $ 1,575 $ 6,346 $ 4,636 At September 30, 2018 , the Company had 963,169 stock options outstanding with a weighted-average exercise price of $61.40 . In August 2018 the Company granted 294,464 stock options to NET Services employees in relation to their 2018 long-term incentive plan. Additionally, in September 2018 the Company granted 33,210 stock options to employees of Circulation in accordance with the terms of the merger agreement with Circulation. See additional discussion of the Circulation acquisition in Note 17, Acquisitions . The Company also had 51,526 shares of unvested RSAs outstanding at September 30, 2018 with a weighted-average grant date fair value, as modified, of $54.19 . 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 provided 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 7,286 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 nine months ended September 30, 2018 , as a result of the modification, totaled $119 and $296 , respectively. See Note 9, 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 nine months ended September 30, 2018 , respectively, the Company recorded a benefit of $2,191 and expense of $1,435 of stock-based compensation expense for cash settled awards. During the three and nine months ended September 30, 2017 , respectively, the Company recorded $380 and $1,611 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 nine months ended September 30, 2018 and 2017 is almost entirely attributable to the Company’s change in stock price from the previous reporting period. The liability for unexercised cash settled share-based payment awards of $5,137 and $3,938 at September 30, 2018 and December 31, 2017 , respectively, are reflected in “Accrued expenses” in the condensed consolidated balance sheets. At September 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 nine months ended September 30, 2018 , expenses of $57 and $171 , 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 nine months ended September 30, 2017 , expense of $274 and $1,157 , 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 September 30, 2018 and December 31, 2017 , the liability for this plan of $1,054 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 September 30, 2018 , 65.5% of the awards have been issued under the LogistiCare LTIP. No expense has been incurred for this plan during the nine months ended September 30, 2018 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Numerator: Net income attributable to Providence $ 7,154 $ 14,853 $ 1,369 $ 14,441 Less dividends on convertible preferred stock (1,113 ) (1,114 ) (3,308 ) (3,305 ) Less income allocated to participating securities (743 ) (1,777 ) — (2,209 ) Net income (loss) available to common stockholders $ 5,298 $ 11,962 $ (1,939 ) $ 8,927 Continuing operations $ 4,756 $ 11,978 $ (2,424 ) $ 14,927 Discontinued operations 542 (16 ) 485 (6,000 ) $ 5,298 $ 11,962 $ (1,939 ) $ 8,927 Denominator: Denominator for basic earnings per share -- weighted-average shares 12,865,777 13,581,662 12,992,403 13,612,764 Effect of dilutive securities: Common stock options 61,345 68,856 — 58,668 Performance-based restricted stock units — 5,036 — 5,036 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 12,927,122 13,655,554 12,992,403 13,676,468 Basic earnings (loss) per share: Continuing operations $ 0.37 $ 0.88 $ (0.19 ) $ 1.10 Discontinued operations 0.04 — 0.04 (0.44 ) $ 0.41 $ 0.88 $ (0.15 ) $ 0.66 Diluted earnings (loss) per share: Continuing operations $ 0.37 $ 0.88 $ (0.19 ) $ 1.09 Discontinued operations 0.04 — 0.04 (0.44 ) $ 0.41 $ 0.88 $ (0.15 ) $ 0.65 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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Stock options to purchase common stock 358,310 33,890 333,030 56,528 Convertible preferred stock 801,935 803,285 802,762 803,360 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate from continuing operations for the three and nine months ended September 30, 2018 was 38.6% and 86.9% , respectively. The effective tax rate for the three and nine months ended September 30, 2018 was higher 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, state income taxes and certain non-deductible expenses. The impact of these items was partially offset by no income tax provision being recorded on the gain on remeasurement of cost method investment of $6,577 . The effective tax rate for the nine months ended September 30, 2018 was additionally impacted by the 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 Company’s effective tax rate from continuing operations for the three and nine months ended September 30, 2017 was 16.7% and 28.8% , respectively. The effective tax rate for the three and nine months ended September 30, 2017 was lower than the U.S. federal statutory rate of 35% primarily due to no provision for income taxes related to the gain on sale of equity investment of $12,606 due to the substantial difference in tax basis versus book basis in the investment. 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 | 9 Months Ended |
Sep. 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. Indemnifications The Company indemnified certain third parties in connection with a rights offering in February 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. In June 2015, a putative stockholder class action derivative complaint related to such rights offering and acquisition was filed in the Court of Chancery of the State of Delaware captioned Haverhill Retirement System v. Kerley et al., C.A. No. 11149-VCL (“Haverhill Litigation”). In November 2017, the Company received a payment of $5,363 under the settlement agreement entered into by the parties to the Haverhill Litigation. For further information regarding this legal proceeding and the 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 $21 and $296 , respectively, of such indemnified legal expenses related to the Haverhill Litigation during the three and nine months ended September 30, 2017 which is included in “General and administrative expense” in the condensed consolidated statements of income. Of this amount, $23 and $231 , respectively, was indemnified legal expenses of related parties for the three and nine months ended September 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 $17 and $218 , respectively, for the three and nine months ended September 30, 2018 , and a related benefit of $3 and expense of $8 , respectively, for the three and nine months ended September 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 $17 and $941 in “Other receivables” in the condensed consolidated balance sheets at September 30, 2018 and December 31, 2017 , respectively, with a corresponding liability amount recorded to “Accrued expenses”. The Company provided certain standard indemnifications in connection with the sale of the Human Services segment (the “PHS Sale”) to Molina Healthcare Inc. (“Molina”), which was 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 entered into a settlement agreement regarding indemnification claims 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, against Providence Community Corrections, Inc. (“PCC”), an entity sold under the Purchase Agreement, and other matters. Following the final settlement of the Rodriguez Litigation, during the three months ended September 30, 2018, the Company released $10,000 from an escrow account and made an additional $4,475 payment to Molina in accordance with the Company's settlement agreement with Molina. The Company expects to recover a portion of the settlement through insurance coverage, although this cannot be assured. The Company 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 September 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 September 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 September 30, 2018 and December 31, 2017 , the Company had reserves of $4,761 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 September 30, 2018 and December 31, 2017 of $10,747 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 September 30, 2018 and December 31, 2017 was $5,986 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 September 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 $2,274 and $1,806 at September 30, 2018 and December 31, 2017 , respectively. |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 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 15, Commitments and Contingencies . Convertible preferred stock dividends earned by the Coliseum Stockholders during the three and nine months ended September 30, 2018 totaled $1,062 and $3,151 , respectively. Convertible preferred stock dividends earned by the Coliseum Stockholders during the three and nine months ended September 30, 2017 totaled $1,062 and $3,151 , 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 15, Commitments and Contingencies . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During 2017, the Company made an equity investment in Circulation, which was accounted for as a cost method investment. On September 21, 2018, the Company's subsidiary, LogistiCare, acquired all of the outstanding equity of Circulation. Circulation is a company that offers a full suite of logistics solutions to manage non-emergency transportation across all areas of healthcare, powered by its HIPAA-compliant digital platform. Circulation enables administration of transportation benefits, proactively monitors for fraud waste and abuse, and integrates all transportation capabilities (e.g. outsourced transportation, owned fleets, and other medical logistics services), while emphasizing patient convenience and satisfaction. Circulation’s proprietary platform simplifies ordering, improves reliability and efficiency, and reduces transportation spend. The Company believes the acquisition advances LogistiCare's central mission of reducing transportation as a barrier to healthcare and will help deliver a differentiated user experience and provide a core technology and analytics platform that better positions LogistiCare for growth. The purchase price was comprised of cash consideration of $45,123 paid to Circulation’s equity holders (including holders of vested Circulation stock options), other than Providence. Per the terms of the Agreement and Plan of Merger (the “merger agreement”), dated as of September 14, 2018, by and among LogistiCare, the Company, Catapult Merger Sub, a wholly-owned subsidiary of LogistiCare (“Merger Sub”), Circulation and Fortis Advisors LLC, as the representative of Circulation’s equity holders, Providence assumed certain unvested Circulation stock options under similar terms and conditions to the existing option awards previously issued by Circulation. The merger agreement also required $1,000 to be paid three years after the closing date of the transaction to each of the two co-founders of Circulation subject to their continued employment or provision of consulting services to LogistiCare. The value of the options assumed and co-founder hold back is accounted for as compensation, over the relevant vesting period, as such amounts are tied to future service conditions. The Company's initial investment in Circulation was $3,000 in July 2017 to acquire a minority interest. As a result of the transactions pursuant to the merger agreement, the fair value of this pre-acquisition interest increased to $9,577 , and thus the Company recognized a gain of $6,577 . This gain is recorded as “Gain on remeasurement of cost method investment” on the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2018. The Company determined the fair value of its pre-acquisition equity interest by multiplying the number of shares it held in Circulation pre-acquisition by the per-share consideration validated by reference to the total merger consideration agreed to with other unrelated equity holders in Circulation. The Company incurred acquisition and related costs for this acquisition of $1,597 during the three and nine months ended September 30, 2018. These expenses are included in general and administrative expenses of the NET Services segment. The preliminary purchase price of Circulation is calculated as follows: Cash purchase of common stock $ 45,123 Providence's acquisition date fair value equity interest in Circulation 9,577 Total consideration $ 54,700 The table below presents Circulation's net assets based upon the preliminary estimate of respective fair values: Cash $ 1,302 Accounts receivable 996 Other assets 216 Property and equipment 49 Intangibles 15,700 Goodwill 39,554 Deferred taxes, net (1,752 ) Accounts payable and accrued liabilities (1,244 ) Deferred revenue (69 ) Other non-current liabilities (52 ) Total of assets acquired and liabilities assumed $ 54,700 The above fair values represent preliminary estimates as the valuation of intangible assets, which have not been finalized. The goodwill is allocated to the NET Services segment. None of the acquired goodwill is expected to be deductible for tax purposes. The preliminary fair value of intangible assets is as follows: Type Life Value Customer relationships Amortizable 3 years $ 1,400 Trademarks and trade names Amortizable 3 years 200 Developed technology Amortizable 5 years 14,100 $ 15,700 Due to the immateriality of the results for the nine-day period from September 21, 2018 to September 30, 2018, no Circulation revenue or net income are included in the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2018 . The Company's balance sheet as of September 30, 2018 includes Circulation. The unaudited proforma revenue, net income (loss) attributable to Providence and diluted earnings per share of the combined entity had the acquisition date been January 1, 2017, are: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Proforma: Revenue $ 422,961 $ 409,798 $ 1,242,397 $ 1,217,527 Net income (loss) attributable to Providence 7,044 13,733 (1,287 ) 11,372 Diluted earnings (loss) per share $ 0.40 $ 0.80 $ (0.35 ) $ 0.46 The pro forma information above for the three and nine months ended September 30, 2018 includes the elimination of acquisition related costs. Adjustments for all periods include expensing the incentive for two co-founders to be paid upon continuing employment, amortization expense based on the estimated fair value and useful lives of intangible assets and related tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been affected on January 1, 2017. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 1, 2015, the Company completed the PHS Sale. During the three and nine months ended September 30, 2018 and 2017 , the Company recorded additional benefits and expenses related to the Human Services segment, principally related to legal proceedings as described in Note 15, 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, Nine months ended September 30, 2018 2018 2017 2018 2017 Operating expenses: General and administrative (benefit) expense $ (721 ) $ 26 $ (645 ) $ 9,622 Total operating (income) expenses (721 ) 26 (645 ) 9,622 Gain (loss) from discontinued operations before income taxes 721 (26 ) 645 (9,622 ) Income tax (expense) benefit (179 ) 10 (160 ) 3,622 Discontinued operations, net of tax $ 542 $ (16 ) $ 485 $ (6,000 ) General and administrative benefit of $721 and $645 , respectively, for the three and nine months ended September 30, 2018 primarily includes a reduction of the accrued settlement amount for indemnified legal matters, based on the final settlement agreement. General and administrative expense for the three months ended September 30, 2017 includes legal expense of $26 . General and administrative expense for the nine months ended September 30, 2017 includes an accrual of $9,000 for an estimated settlement of indemnified claims related to the PHS Sale, as well as related legal expenses of $622 . See Note 15, Commitments and Contingencies , for additional information. |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions 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. In connection with classifying the assets and liabilities of Ingeus France as held for sale during the three months ended June 30, 2018, 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 nine months ended September 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. A loss totaling $669 , primarily related to the release of cumulative translation adjustments, was recognized on the sale during the three and nine months ended September 30, 2018, which is recorded as “Other loss” in the accompanying condensed consolidated statements of income. See Note 21, Subsequent Events , for additional information regarding WD Services. |
Segments
Segments | 9 Months Ended |
Sep. 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. On September 21, 2018, LogistiCare completed its acquisition of Circulation. Circulation is a company that offers a full suite of logistics solutions to manage non-emergency transportation across all areas of healthcare. • 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. On November 6, 2018, the Board of Directors of Providence approved the sale of the WD Services segment. On November 7, 2018, the Company and Holdings entered into a share purchase agreement with the Purchasers and the Guarantor, pursuant to which the Company agreed to sell substantially all of the operating subsidiaries of its WD Services segment with the exception of its operations in Saudi Arabia, for which it is pursuing alternative strategies which are expected to result in no longer providing services in the country beyond the end of the year. The transaction is subject to approvals from certain of Ingeus’ government customers and the satisfaction of customary closing conditions. • 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 343,771 $ 77,548 $ — $ — $ 421,319 Service expense 320,697 70,911 — — 391,608 General and administrative expense 4,900 5,348 — 5,955 16,203 Asset impairment charge — — — — — Depreciation and amortization 3,543 2,861 — 237 6,641 Operating income (loss) $ 14,631 $ (1,572 ) $ — $ (6,192 ) $ 6,867 Equity in net gain (loss) of investee $ — $ 29 $ (1,587 ) $ — $ (1,558 ) Three months ended September 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 324,824 $ 84,693 $ — $ — $ 409,517 Service expense 304,454 73,581 — (3 ) 378,032 General and administrative expense 2,899 6,980 — 8,750 18,629 Depreciation and amortization 3,286 3,166 — 95 6,547 Operating income (loss) $ 14,185 $ 966 $ — $ (8,842 ) $ 6,309 Equity in net gain (loss) of investee $ — $ (459 ) $ (1 ) $ — $ (460 ) Nine months ended September 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,024,203 $ 214,956 $ — $ — $ 1,239,159 Service expense 955,796 192,390 — (272 ) 1,147,914 General and administrative expense 10,940 20,151 — 22,803 53,894 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 10,548 9,210 — 559 20,317 Operating income (loss) $ 46,240 $ (15,997 ) $ — $ (23,090 ) $ 7,153 Equity in net gain (loss) of investee $ — $ 80 $ (4,106 ) $ — $ (4,026 ) Nine months ended September 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 987,662 $ 229,332 $ — $ — $ 1,216,994 Service expense 927,082 199,665 — (2,269 ) 1,124,478 General and administrative expense 8,879 20,944 — 23,882 53,705 Depreciation and amortization 9,763 9,695 — 258 19,716 Operating income (loss) $ 41,938 $ (972 ) $ — $ (21,871 ) $ 19,095 Equity in net gain (loss) of investee $ — $ (1,419 ) $ 428 $ — $ (991 ) Geographic Information Domestic service revenue, net, totaled 83.8% and 82.1% of service revenue, net for the nine months ended September 30, 2018 and 2017 , respectively. Foreign service revenue, net, totaled 16.2% and 17.9% of service revenue, net for the nine months ended September 30, 2018 and 2017 , respectively. At September 30, 2018 and December 31, 2017 , $74,885 , or 19.9% , and $99,071 , or 20.8% , respectively, of the Company’s net assets were located in countries outside of the U.S. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Entry into Share Purchase Agreement On November 6, 2018, the Board of Directors of Providence approved the sale of the WD Services segment. On November 7, 2018, the Company and Holdings entered into a share purchase agreement with the Purchasers and the Guarantor, pursuant to which the Company agreed to sell substantially all of the operating subsidiaries of its WD Services segment, with the exception of its operations in Saudi Arabia, for which it is pursuing alternative strategies which are expected to result in no longer providing services in the country beyond the end of the year. The total cash consideration is approximately $46,100 , including approximately $19,500 of cash on the balance sheet as of September 30, 2018. In addition to the purchase consideration, the Company expects to be able to realize cash tax benefits of between approximately $25,000 to $50,000 as a result of tax deductions triggered by the sale, over a period of three to five years dependent on the timing of taxable income or loss and the close of the transaction. The transaction is subject to approvals from certain of Ingeus’ government customers and the satisfaction of customary closing conditions. The transaction is expected to close by the end of 2018, although the Company can give no assurance the transaction will close in a timely manner. In addition, upon the finalization of the transaction and the alternative strategies for Saudi Arabia, it is possible the Company may be required to record a charge in future periods. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2018 , and balance sheet as of September 30, 2018 , was as follows: Three months ended September 30, 2018 Nine months ended September 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 $ 421,319 $ 422,942 $ 1,239,159 $ 1,254,350 Service expense 391,608 393,659 1,147,914 1,159,943 Operating income 6,867 6,439 7,153 10,315 Income from continuing operations before taxes 11,048 10,620 8,924 12,086 Net income attributable to Providence 7,154 7,580 1,369 4,590 Diluted earnings (loss) per share $ 0.41 $ 0.44 $ (0.15 ) $ 0.09 September 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 27,292 $ 21,890 Accrued expenses 70,071 68,550 Deferred revenue 17,419 16,222 Deferred tax liabilities 44,716 44,527 Retained earnings, net of tax 208,589 206,094 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 nine months ended September 30, 2017 . The recast resulted in an increase in cash used in investing activities of $7,029 . 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”). ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract. ASC 842 is 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 after, the beginning of the earliest comparative period presented in the financial statements, or lessees may initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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. Under ASC 842, lessees will be required to recognize a lease liability and right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The Company intends to apply the modified retrospective transition method and elect the transition option to use the effective date of January 1, 2019 as the date of initial application. The Company will recognize the cumulative effect of the transition adjustment as of the effective date; and, it does not expect to provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company expects to elect the package of practical expedients and the practical expedient not to separate lease and non-lease components. The Company does not expect to apply the use of hindsight practical expedient. In connection with the adoption of ASU 2016-02, the Company has assembled a cross-functional team supported by external consultants to evaluate the lease portfolio, systems, processes and policy change requirements. A review of the lease population has commenced and the Company has selected a third-party software program to store, track and analyze its leases in accordance with the new guidance. The Company is in process of implementing the software program for its lease population. 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 its 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. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 removes certain disclosures, modifies certain disclosures and added additional disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain disclosures in ASU 2018-13 would need to be applied on a retrospective basis and others on a prospective basis. The Company is currently evaluating the impact of ASU 2018-13 on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”), which will align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule is effective on November 5, 2018. The Company will adopt this new rule beginning with its financial reporting for the quarter ended March 31, 2019. Upon adoption, the Company will include its Consolidated Statements of Stockholders’ Equity with each filing of a Quarterly Report on Form 10-Q. There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2017 . |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 , and balance sheet as of September 30, 2018 , was as follows: Three months ended September 30, 2018 Nine months ended September 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 $ 421,319 $ 422,942 $ 1,239,159 $ 1,254,350 Service expense 391,608 393,659 1,147,914 1,159,943 Operating income 6,867 6,439 7,153 10,315 Income from continuing operations before taxes 11,048 10,620 8,924 12,086 Net income attributable to Providence 7,154 7,580 1,369 4,590 Diluted earnings (loss) per share $ 0.41 $ 0.44 $ (0.15 ) $ 0.09 September 30, 2018 Balance Sheet As Reported Pro forma as if the previous accounting guidance was in effect Prepaid expenses and other $ 27,292 $ 21,890 Accrued expenses 70,071 68,550 Deferred revenue 17,419 16,222 Deferred tax liabilities 44,716 44,527 Retained earnings, net of tax 208,589 206,094 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 by contract type for NET Services: Three months ended September 30, 2018 Nine months ended September 30, 2018 State Medicaid agency contracts $ 183,661 $ 544,409 Managed care organization contracts 160,110 479,794 Total NET Services revenue, net $ 343,771 $ 1,024,203 Capitated contracts $ 297,808 $ 869,203 Non-capitated contracts 45,963 155,000 Total NET Services revenue, net $ 343,771 $ 1,024,203 The following table summarizes disaggregated revenue from contracts with customers for the three and nine months ended September 30, 2018 by revenue category for WD Services: Three months ended September 30, 2018 Nine months ended September 30, 2018 Employment preparation and placement services $ 31,767 $ 118,161 Legal offender rehabilitation services 17,926 58,775 Youth services 23,171 24,160 Other 4,684 13,860 Total WD Services revenue, net $ 77,548 $ 214,956 The following table summarizes disaggregated revenue from contracts with customers for the three and nine months ended September 30, 2018 by geographic region: Three months ended September 30, 2018 United United Other Total NET Services $ 343,771 $ — $ — $ 343,771 WD Services 5,066 53,018 19,464 77,548 Total $ 348,837 $ 53,018 $ 19,464 $ 421,319 Nine months ended September 30, 2018 United United Other Total NET Services $ 1,024,203 $ — $ — $ 1,024,203 WD Services 14,108 127,487 73,361 214,956 Total $ 1,038,311 $ 127,487 $ 73,361 $ 1,239,159 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 Accounts receivable $ 138,254 $ 122,634 NET Services' reconciliation contract receivable 44,362 42,054 Allowance for doubtful accounts (1,461 ) (5,762 ) $ 181,155 $ 158,926 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 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: September 30, 2018 September 30, 2017 Cash and cash equivalents $ 47,492 $ 92,178 Restricted cash, current 1,624 1,198 Restricted cash, less current portion 3,132 5,902 Cash, cash equivalents and restricted cash $ 52,248 $ 99,278 |
Equity Investment (Tables)
Equity Investment (Tables) | 9 Months Ended |
Sep. 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: September 30, 2018 December 31, 2017 Current assets $ 64,139 $ 37,563 Long-term assets 732,630 597,613 Current liabilities 29,691 27,718 Long-term liabilities 375,466 240,513 Three months ended Three months ended September 30, 2017 Revenue $ 70,522 $ 58,639 Operating income 1,492 3,159 Net loss (4,351 ) (537 ) Nine months ended September 30, 2018 Nine months ended September 30, 2017 Revenue $ 216,361 $ 175,346 Operating income 5,330 10,109 Net loss (13,736 ) (775 ) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 9 Months Ended |
Sep. 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: September 30, December 31, Prepaid income taxes $ 2,050 $ 1,106 Escrow funds — 10,000 Contract asset 4,512 — Prepaid insurance 2,070 2,121 Prepaid taxes and licenses 2,131 906 Note receivable — 3,224 Prepaid rent 1,014 2,268 Deposits held for leased premises and bonds 2,115 2,849 Costs to fulfill a contract 1,937 2,543 Other 11,463 10,226 Total prepaid expenses and other $ 27,292 $ 35,243 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in goodwill were as follows: NET Services WD Services Consolidated Total Balances at December 31, 2017 Goodwill $ 191,215 $ 37,718 $ 228,933 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) 95,215 26,453 121,668 Acquisition of Circulation 39,554 — 39,554 Foreign currency translation adjustment — (802 ) (802 ) Balances at September 30, 2018 Goodwill 230,769 36,916 267,685 Accumulated impairment losses (96,000 ) (11,265 ) (107,265 ) $ 134,769 $ 25,651 $ 160,420 |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following: September 30, 2018 December 31, 2017 Estimated Useful Life (Yrs.) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships 15 $ 48,084 $ (35,421 ) $ 48,128 $ (33,136 ) Customer relationships 10 29,522 (13,578 ) 30,583 (11,871 ) Customer relationships 3 1,400 — — — Trademarks and Trade Names 10 14,021 (6,076 ) 14,525 (5,205 ) Trademarks and Trade Names 3 200 — — — Developed technology of Ingeus and Circulation 5 17,216 (2,700 ) 3,228 (2,313 ) Total $ 110,443 $ (57,775 ) $ 96,464 $ (52,525 ) |
Finite-lived Intangible Assets Amortization Expense | The total amortization expense is estimated to be as follows, based on completed acquisitions and the applicable foreign exchange rates as of September 30, 2018 : Year Amount 2018 (remaining year) $ 2,826 2019 10,940 2020 10,687 2021 10,455 2022 9,694 Thereafter 8,066 Total $ 52,668 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: September 30, December 31, 2017 Accrued compensation $ 15,438 $ 29,715 NET Services accrued contract payments 10,713 17,487 Accrued settlement — 15,000 Accrued cash settled stock-based compensation 5,137 3,938 Income taxes payable 1,087 3,723 Other 37,696 33,975 Total accrued expenses $ 70,071 $ 103,838 |
Restructuring and Related Reo_2
Restructuring and Related Reorganization Costs (Tables) | 9 Months Ended |
Sep. 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 September 30, 2018 Ingeus Futures Program $ 482 $ 1,336 $ (1,463 ) $ (30 ) $ 325 Delivery First Program 1,287 1,027 (1,474 ) (5 ) 835 Total $ 1,769 $ 2,363 $ (2,937 ) $ (35 ) $ 1,160 January 1, Costs Incurred Cash Payments Foreign Exchange Rate Adjustments September 30, 2017 Ingeus Futures Program $ 2,486 $ 1,186 $ (3,086 ) $ 158 $ 744 Offender Rehabilitation Program 1,380 (40 ) (1,357 ) 17 — UK Restructuring Program 50 (29 ) — 3 24 Total $ 3,916 $ 1,117 $ (4,443 ) $ 178 $ 768 Summary of Liability for Corporate and Other Restructuring and Related Charges January 1, Costs Incurred Cash Payments September 30, 2018 Retention and personnel liability $ — $ 2,038 $ (111 ) $ 1,927 Other liability — 1,265 (786 ) 479 Total $ — $ 3,303 $ (897 ) $ 2,406 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s debt was as follows as of the dates referenced below: September 30, December 31, $200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2019 $ 36,000 $ — Capital lease obligations 1,579 2,984 37,579 2,984 Less current portion of debt 37,149 2,400 Total debt, less current portion $ 430 $ 584 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 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 Cumulative effect adjustment from change in accounting principle, net of tax — — — 5,710 — — — — 5,710 Stock-based compensation — — 6,346 — — — — — 6,346 Exercise of employee stock options 266,293 1 11,669 — — — — — 11,670 Restricted stock issued 29,384 — (320 ) — — 4,048 (256 ) — (576 ) Performance restricted stock issued 3,110 — (109 ) — — — — — (109 ) Shares issued for bonus settlement and director stipend 3,576 150 — — — — 150 Stock repurchase plan — — — — — 838,719 (55,753 ) — (55,753 ) Conversion of convertible preferred stock to common stock 3,685 — 148 (6 ) — — — — 142 Foreign currency translation adjustments, net of tax — — — — (2,924 ) — — 71 (2,853 ) Reclassification of translation loss realized upon sale of foreign subsidiary — — — — 627 — — — 627 Convertible preferred stock dividends — — — (3,302 ) — — — — (3,302 ) Noncontrolling interests — — — — — — — 285 285 Other — — 108 — — — — — 108 Net income attributable to Providence — — — 1,369 — — — — 1,369 Balance at September 30, 2018 17,779,646 $ 18 $ 331,947 $ 208,589 $ (28,102 ) 4,968,899 $ (210,812 ) $ (1,809 ) $ 299,831 |
Stock-Based Compensation and _2
Stock-Based Compensation and Similar Arrangements (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Service expense $ 209 $ 131 $ 303 $ 365 General and administrative expense 1,718 1,434 5,906 4,221 Equity in net loss of investees (24 ) 10 137 50 Total stock-based compensation $ 1,903 $ 1,575 $ 6,346 $ 4,636 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Numerator: Net income attributable to Providence $ 7,154 $ 14,853 $ 1,369 $ 14,441 Less dividends on convertible preferred stock (1,113 ) (1,114 ) (3,308 ) (3,305 ) Less income allocated to participating securities (743 ) (1,777 ) — (2,209 ) Net income (loss) available to common stockholders $ 5,298 $ 11,962 $ (1,939 ) $ 8,927 Continuing operations $ 4,756 $ 11,978 $ (2,424 ) $ 14,927 Discontinued operations 542 (16 ) 485 (6,000 ) $ 5,298 $ 11,962 $ (1,939 ) $ 8,927 Denominator: Denominator for basic earnings per share -- weighted-average shares 12,865,777 13,581,662 12,992,403 13,612,764 Effect of dilutive securities: Common stock options 61,345 68,856 — 58,668 Performance-based restricted stock units — 5,036 — 5,036 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 12,927,122 13,655,554 12,992,403 13,676,468 Basic earnings (loss) per share: Continuing operations $ 0.37 $ 0.88 $ (0.19 ) $ 1.10 Discontinued operations 0.04 — 0.04 (0.44 ) $ 0.41 $ 0.88 $ (0.15 ) $ 0.66 Diluted earnings (loss) per share: Continuing operations $ 0.37 $ 0.88 $ (0.19 ) $ 1.09 Discontinued operations 0.04 — 0.04 (0.44 ) $ 0.41 $ 0.88 $ (0.15 ) $ 0.65 |
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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Stock options to purchase common stock 358,310 33,890 333,030 56,528 Convertible preferred stock 801,935 803,285 802,762 803,360 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule Purchase Price Allocation | The preliminary purchase price of Circulation is calculated as follows: Cash purchase of common stock $ 45,123 Providence's acquisition date fair value equity interest in Circulation 9,577 Total consideration $ 54,700 The table below presents Circulation's net assets based upon the preliminary estimate of respective fair values: Cash $ 1,302 Accounts receivable 996 Other assets 216 Property and equipment 49 Intangibles 15,700 Goodwill 39,554 Deferred taxes, net (1,752 ) Accounts payable and accrued liabilities (1,244 ) Deferred revenue (69 ) Other non-current liabilities (52 ) Total of assets acquired and liabilities assumed $ 54,700 |
Schedule of Finite-Lived Intangible Assets Acquired | The preliminary fair value of intangible assets is as follows: Type Life Value Customer relationships Amortizable 3 years $ 1,400 Trademarks and trade names Amortizable 3 years 200 Developed technology Amortizable 5 years 14,100 $ 15,700 |
Pro Forma Information | Circulation revenue or net income are included in the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2018 . The Company's balance sheet as of September 30, 2018 includes Circulation. The unaudited proforma revenue, net income (loss) attributable to Providence and diluted earnings per share of the combined entity had the acquisition date been January 1, 2017, are: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Proforma: Revenue $ 422,961 $ 409,798 $ 1,242,397 $ 1,217,527 Net income (loss) attributable to Providence 7,044 13,733 (1,287 ) 11,372 Diluted earnings (loss) per share $ 0.40 $ 0.80 $ (0.35 ) $ 0.46 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, Nine months ended September 30, 2018 2018 2017 2018 2017 Operating expenses: General and administrative (benefit) expense $ (721 ) $ 26 $ (645 ) $ 9,622 Total operating (income) expenses (721 ) 26 (645 ) 9,622 Gain (loss) from discontinued operations before income taxes 721 (26 ) 645 (9,622 ) Income tax (expense) benefit (179 ) 10 (160 ) 3,622 Discontinued operations, net of tax $ 542 $ (16 ) $ 485 $ (6,000 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 and 2017 : Three months ended September 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 343,771 $ 77,548 $ — $ — $ 421,319 Service expense 320,697 70,911 — — 391,608 General and administrative expense 4,900 5,348 — 5,955 16,203 Asset impairment charge — — — — — Depreciation and amortization 3,543 2,861 — 237 6,641 Operating income (loss) $ 14,631 $ (1,572 ) $ — $ (6,192 ) $ 6,867 Equity in net gain (loss) of investee $ — $ 29 $ (1,587 ) $ — $ (1,558 ) Three months ended September 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 324,824 $ 84,693 $ — $ — $ 409,517 Service expense 304,454 73,581 — (3 ) 378,032 General and administrative expense 2,899 6,980 — 8,750 18,629 Depreciation and amortization 3,286 3,166 — 95 6,547 Operating income (loss) $ 14,185 $ 966 $ — $ (8,842 ) $ 6,309 Equity in net gain (loss) of investee $ — $ (459 ) $ (1 ) $ — $ (460 ) Nine months ended September 30, 2018 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 1,024,203 $ 214,956 $ — $ — $ 1,239,159 Service expense 955,796 192,390 — (272 ) 1,147,914 General and administrative expense 10,940 20,151 — 22,803 53,894 Asset impairment charge 679 9,202 — — 9,881 Depreciation and amortization 10,548 9,210 — 559 20,317 Operating income (loss) $ 46,240 $ (15,997 ) $ — $ (23,090 ) $ 7,153 Equity in net gain (loss) of investee $ — $ 80 $ (4,106 ) $ — $ (4,026 ) Nine months ended September 30, 2017 NET Services WD Services Matrix Investment Corporate and Other Total Service revenue, net $ 987,662 $ 229,332 $ — $ — $ 1,216,994 Service expense 927,082 199,665 — (2,269 ) 1,124,478 General and administrative expense 8,879 20,944 — 23,882 53,705 Depreciation and amortization 9,763 9,695 — 258 19,716 Operating income (loss) $ 41,938 $ (972 ) $ — $ (21,871 ) $ 19,095 Equity in net gain (loss) of investee $ — $ (1,419 ) $ 428 $ — $ (991 ) |
Significant Accounting Polici_4
Significant Accounting Policies and Recent Accounting Pronouncements - Impact of ASC 606 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||||||
Prepaid expenses and other | $ 27,292 | $ 27,292 | $ 46,425 | $ 35,243 | ||
Accrued expenses | 70,071 | 70,071 | 106,168 | 103,838 | ||
Deferred revenue | 17,419 | 17,419 | 20,493 | 17,381 | ||
Deferred tax liabilities | 44,716 | 44,716 | 41,657 | 41,627 | ||
Retained earnings, net of tax | 208,589 | 208,589 | $ 210,528 | 204,818 | ||
Income Statement Related Disclosures [Abstract] | ||||||
Service revenue, net | 421,319 | $ 409,517 | 1,239,159 | $ 1,216,994 | ||
Operating income | 6,867 | 6,309 | 7,153 | 19,095 | ||
Income from continuing operations before taxes | 11,048 | 17,953 | 8,924 | 29,127 | ||
Net income attributable to Providence | $ 7,154 | $ 14,853 | $ 1,369 | $ 14,441 | ||
Diluted earnings (loss) per share (in dollars per share) | $ 0.41 | $ 0.88 | $ (0.15) | $ 0.65 | ||
Service expense | ||||||
Income Statement Related Disclosures [Abstract] | ||||||
Service expense | $ 391,608 | $ 378,032 | $ 1,147,914 | $ 1,124,478 | ||
Pro forma as if the previous accounting guidance was in effect | ||||||
Balance Sheet Related Disclosures [Abstract] | ||||||
Prepaid expenses and other | 21,890 | 21,890 | 35,243 | |||
Accrued expenses | 68,550 | 68,550 | 103,838 | |||
Deferred revenue | 16,222 | 16,222 | 17,381 | |||
Deferred tax liabilities | 44,527 | 44,527 | 41,627 | |||
Retained earnings, net of tax | 206,094 | 206,094 | 204,818 | |||
Income Statement Related Disclosures [Abstract] | ||||||
Service revenue, net | 422,942 | 1,254,350 | ||||
Operating income | 6,439 | 10,315 | ||||
Income from continuing operations before taxes | 10,620 | 12,086 | ||||
Net income attributable to Providence | $ 7,580 | $ 4,590 | ||||
Diluted earnings (loss) per share (in dollars per share) | $ 0.44 | $ 0.09 | ||||
Pro forma as if the previous accounting guidance was in effect | Service expense | ||||||
Income Statement Related Disclosures [Abstract] | ||||||
Service expense | $ 393,659 | $ 1,159,943 | ||||
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 Polici_5
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by investing activities | $ (57,993) | $ (2,160) |
Accounting Standards Update 2016-18 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by investing activities | $ 7,029 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 421,319 | $ 409,517 | $ 1,239,159 | $ 1,216,994 |
NET Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 343,771 | 1,024,203 | ||
NET Services | State Medicaid agency contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 183,661 | 544,409 | ||
NET Services | Managed care organization contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 160,110 | 479,794 | ||
NET Services | Capitated contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 297,808 | 869,203 | ||
NET Services | Non-capitated contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 45,963 | $ 155,000 |
Revenue Recognition - Disaggr_2
Revenue Recognition - Disaggregation of Revenue (WD Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 421,319 | $ 409,517 | $ 1,239,159 | $ 1,216,994 |
WD Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 77,548 | 214,956 | ||
WD Services | Employment preparation and placement services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 31,767 | 118,161 | ||
WD Services | Legal offender rehabilitation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 17,926 | 58,775 | ||
WD Services | Youth services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 23,171 | 24,160 | ||
WD Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 4,684 | $ 13,860 |
Revenue Recognition - Disaggr_3
Revenue Recognition - Disaggregation of Revenue (Geographic) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 421,319 | $ 409,517 | $ 1,239,159 | $ 1,216,994 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 348,837 | 1,038,311 | ||
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 53,018 | 127,487 | ||
Other Foreign | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 19,464 | 73,361 | ||
NET Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 343,771 | 1,024,203 | ||
NET Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 343,771 | 1,024,203 | ||
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 | 77,548 | 214,956 | ||
WD Services | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 5,066 | 14,108 | ||
WD Services | United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 53,018 | 127,487 | ||
WD Services | Other Foreign | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 19,464 | $ 73,361 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)revenue_streams | Sep. 30, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Decrease in revenue | $ (421,319) | $ (409,517) | $ (1,239,159) | $ (1,216,994) | ||
Allowance for doubtful accounts receivable, write-offs | 1,804 | |||||
Contract asset | 4,512 | 4,512 | $ 0 | |||
NET Services accrued contract payments | 10,713 | 10,713 | 17,487 | |||
Deferred revenue | 17,419 | 17,419 | $ 20,493 | 17,381 | ||
Contract with customer, revenue recognized | 11,602 | |||||
Costs to fulfill a contract | 1,937 | 1,937 | 2,543 | |||
Amortization of capitalized contract costs | 2,438 | 2,562 | ||||
Service expense | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Decrease in service expense | (391,608) | $ (378,032) | (1,147,914) | $ (1,124,478) | ||
NET Services | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Decrease in revenue | (343,771) | (1,024,203) | ||||
Performance obligation satisfied in previous period | 1,956 | 5,685 | ||||
WD Services | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Decrease in revenue | (77,548) | (214,956) | ||||
Performance obligation satisfied in previous period | 3,283 | $ 8,357 | ||||
Number of revenue streams | revenue_streams | 4 | |||||
Revenues, reduction penalty | $ 1,681 | |||||
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] | ||||||
Decrease in revenue | (3,765) | (11,166) | ||||
Accounting Standards Update 2014-09 | Adjustments due to ASU 2014-09 | NET Services | Service expense | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Decrease in service expense | $ 3,765 | $ 11,166 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 138,254 | $ 122,634 |
NET Services' reconciliation contract receivable | 44,362 | 42,054 |
Allowance for doubtful accounts | (1,461) | (5,762) |
Accounts receivable, net | $ 181,155 | $ 158,926 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 47,492 | $ 95,310 | $ 92,178 | |
Restricted cash, current | 1,624 | 1,091 | 1,198 | |
Restricted cash, less current portion | 3,132 | 5,205 | 5,902 | |
Cash, cash equivalents and restricted cash | $ 52,248 | $ 101,606 | $ 99,278 | $ 86,392 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments | $ 164,097 | $ 164,097 | $ 169,912 | ||
Stock-based compensation | 1,903 | $ 1,575 | 6,346 | $ 4,636 | |
Income tax expense (benefit) | 4,259 | 2,989 | 7,755 | 8,391 | |
Matrix | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Depreciation and amortization | 9,558 | 8,469 | 27,969 | 24,629 | |
Interest expense | 6,193 | 3,741 | 22,475 | 11,005 | |
Stock-based compensation | 491 | 640 | 2,090 | 1,902 | |
Management fees paid to shareholders | 583 | 4,337 | |||
Merger and acquisition related diligence costs | 95 | 2,341 | |||
Integration related costs | 1,931 | 4,293 | |||
Income tax expense (benefit) | $ (350) | $ (45) | (3,409) | (121) | |
Amortization of deferred financing costs | $ 6,567 | ||||
Transaction related expenses | $ 3,518 | ||||
Matrix | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 43.60% | 43.60% | 46.60% | ||
Equity investments | $ 163,814 | $ 163,814 | $ 169,699 |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Investments [Line Items] | |||||
Current assets | $ 261,088 | $ 261,088 | $ 296,329 | ||
Current liabilities | 263,969 | 263,969 | 226,930 | ||
Service revenue, net | 421,319 | $ 409,517 | 1,239,159 | $ 1,216,994 | |
Operating income | 6,867 | 6,309 | 7,153 | 19,095 | |
Net loss | 7,154 | 14,853 | 1,369 | 14,441 | |
Matrix | |||||
Schedule of Investments [Line Items] | |||||
Current assets | 64,139 | 64,139 | 37,563 | ||
Long-term assets | 732,630 | 732,630 | 597,613 | ||
Current liabilities | 29,691 | 29,691 | 27,718 | ||
Long-term liabilities | 375,466 | 375,466 | $ 240,513 | ||
Service revenue, net | 70,522 | 58,639 | 216,361 | 175,346 | |
Operating income | 1,492 | 3,159 | 5,330 | 10,109 | |
Net loss | $ (4,351) | $ (537) | $ (13,736) | $ (775) |
Prepaid Expenses and Other - Su
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 2,050 | $ 1,106 |
Escrow funds | 0 | 10,000 |
Contract asset | 4,512 | 0 |
Prepaid insurance | 2,070 | 2,121 |
Prepaid taxes and licenses | 2,131 | 906 |
Note receivable | 0 | 3,224 |
Prepaid rent | 1,014 | 2,268 |
Deposits held for leased premises and bonds | 2,115 | 2,849 |
Costs to fulfill a contract | 1,937 | 2,543 |
Other | 11,463 | 10,226 |
Total prepaid expenses and other | $ 27,292 | $ 35,243 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill - beginning balance | $ 228,933 |
Accumulated impairment losses - beginning balance | (107,265) |
Goodwill, net - beginning balance | 121,668 |
Acquisition of Circulation | 39,554 |
Foreign currency translation adjustment | (802) |
Goodwill - ending balance | 267,685 |
Accumulated impairment losses - ending balance | (107,265) |
Goodwill, net - ending balance | 160,420 |
NET Services | |
Goodwill [Roll Forward] | |
Goodwill - beginning balance | 191,215 |
Accumulated impairment losses - beginning balance | (96,000) |
Goodwill, net - beginning balance | 95,215 |
Acquisition of Circulation | 39,554 |
Foreign currency translation adjustment | 0 |
Goodwill - ending balance | 230,769 |
Accumulated impairment losses - ending balance | (96,000) |
Goodwill, net - ending balance | 134,769 |
WD Services | |
Goodwill [Roll Forward] | |
Goodwill - beginning balance | 37,718 |
Accumulated impairment losses - beginning balance | (11,265) |
Goodwill, net - beginning balance | 26,453 |
Acquisition of Circulation | 0 |
Foreign currency translation adjustment | (802) |
Goodwill - ending balance | 36,916 |
Accumulated impairment losses - ending balance | (11,265) |
Goodwill, net - ending balance | $ 25,651 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill deductible for income tax purposes | $ 4,222 | $ 4,222 | $ 4,222 | ||
Weighted average amortization period of intangible assets | 4123 days | ||||
Amortization of intangible assets | $ 1,988 | $ 1,990 | $ 6,100 | $ 5,914 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 110,443 | $ 96,464 |
Accumulated Amortization | $ (57,775) | (52,525) |
Customer Relationships (15 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 15 years | |
Gross Carrying Amount | $ 48,084 | 48,128 |
Accumulated Amortization | $ (35,421) | (33,136) |
Customer Relationships (10 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 10 years | |
Gross Carrying Amount | $ 29,522 | 30,583 |
Accumulated Amortization | $ (13,578) | (11,871) |
Customer Relationships (3 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 3 years | |
Gross Carrying Amount | $ 1,400 | 0 |
Accumulated Amortization | $ 0 | 0 |
Trademarks And Trade Names (10 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 10 years | |
Gross Carrying Amount | $ 14,021 | 14,525 |
Accumulated Amortization | $ (6,076) | (5,205) |
Trademarks And Trade Names (3 years) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 3 years | |
Gross Carrying Amount | $ 200 | 0 |
Accumulated Amortization | $ 0 | 0 |
Developed technology of Ingeus and Circulation | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs.) | 5 years | |
Gross Carrying Amount | $ 17,216 | 3,228 |
Accumulated Amortization | $ (2,700) | $ (2,313) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense Maturity Schedule (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2018 (remaining year) | $ 2,826 |
2,019 | 10,940 |
2,020 | 10,687 |
2,021 | 10,455 |
2,022 | 9,694 |
Thereafter | 8,066 |
Total | $ 52,668 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |||
Accrued compensation | $ 15,438 | $ 29,715 | |
NET Services accrued contract payments | 10,713 | 17,487 | |
Accrued settlement | 0 | 15,000 | |
Accrued cash settled stock-based compensation | 5,137 | 3,938 | |
Income taxes payable | 1,087 | 3,723 | |
Other | 37,696 | 33,975 | |
Total accrued expenses | 70,071 | $ 106,168 | $ 103,838 |
Amount released from escrow | 10,000 | ||
Cash paid for legal settlements | $ 4,475 |
Restructuring and Related Reo_3
Restructuring and Related Reorganization Costs - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($)program | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)plan | Dec. 31, 2015program | Dec. 31, 2016USD ($) | |
WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 1,160 | $ 1,160 | $ 768 | $ 1,769 | $ 3,916 | |
Costs incurred | $ 2,363 | 1,117 | ||||
Employee Severance | Ingeus Acquisition | WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of severance plans (in programs) | 2 | 4 | 2 | |||
Employee Severance | Accrued Expenses | Ingeus Acquisition | WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 1,160 | $ 1,160 | ||||
Costs incurred | 2,363 | 1,117 | ||||
Corporate Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 9,600 | 9,600 | ||||
Restructuring charges | 2,082 | 5,163 | ||||
Restructuring reserve | 2,406 | 2,406 | $ 0 | |||
Costs incurred | 3,303 | |||||
Corporate Restructuring Plan | Accrued Expenses | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 2,188 | 2,188 | ||||
Corporate Restructuring Plan | Accounts Payable | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 218 | 218 | ||||
Corporate Restructuring Plan | Retention and Personnel Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 5,600 | 5,600 | ||||
Restructuring charges | 1,330 | 1,978 | ||||
Restructuring reserve | 1,927 | 1,927 | 0 | |||
Costs incurred | 2,038 | |||||
Corporate Restructuring Plan | Acceleration of Stock-Based Compensation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 2,000 | 2,000 | ||||
Restructuring charges | 119 | 1,569 | ||||
Corporate Restructuring Plan | Accelerated Depreciation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 600 | 600 | ||||
Restructuring charges | 146 | 291 | ||||
Corporate Restructuring Plan | Other Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring charges | 1,400 | 1,400 | ||||
Restructuring charges | 487 | 1,325 | ||||
Restructuring reserve | $ 479 | 479 | $ 0 | |||
Costs incurred | 1,265 | |||||
UK Restructuring Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, property and equipment costs | $ 351 | |||||
UK Restructuring Program | WD Services | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 24 | $ 50 | ||||
Costs incurred | $ (29) |
Restructuring and Related Reo_4
Restructuring and Related Reorganization Costs - Summary of Severance and Related Charges (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Costs Incurred | 3,303 | |
Cash Payments | (897) | |
Balance at end of period | 2,406 | |
WD Services | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,769 | $ 3,916 |
Costs Incurred | 2,363 | 1,117 |
Cash Payments | (2,937) | (4,443) |
Foreign Exchange Rate Adjustments | (35) | 178 |
Balance at end of period | 1,160 | 768 |
WD Services | Ingeus Futures Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 482 | 2,486 |
Costs Incurred | 1,336 | 1,186 |
Cash Payments | (1,463) | (3,086) |
Foreign Exchange Rate Adjustments | (30) | 158 |
Balance at end of period | 325 | 744 |
WD Services | Delivery First Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,287 | |
Costs Incurred | 1,027 | |
Cash Payments | (1,474) | |
Foreign Exchange Rate Adjustments | (5) | |
Balance at end of period | 835 | |
WD Services | Offender Rehabilitation Program | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,380 | |
Costs Incurred | (40) | |
Cash Payments | (1,357) | |
Foreign Exchange Rate Adjustments | 17 | |
Balance at end of period | 0 | |
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 | 3 | |
Balance at end of period | $ 24 | |
Retention and personnel liability | Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | |
Costs Incurred | 2,038 | |
Cash Payments | (111) | |
Balance at end of period | 1,927 | |
Other liability | Corporate Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | |
Costs Incurred | 1,265 | |
Cash Payments | (786) | |
Balance at end of period | $ 479 |
Debt (Details)
Debt (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 1,579,000 | $ 2,984,000 |
Long-term debt, gross | 37,579,000 | 2,984,000 |
Less current portion of debt | 37,149,000 | 2,400,000 |
Total debt, less current portion | 430,000 | 584,000 |
Revolving Loan | ||
Debt Instrument [Line Items] | ||
$200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2019 | 36,000,000 | $ 0 |
Short-term debt face value | $ 200,000,000 | |
Revolving Loan | Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
LIBOR spread | 2.25% | |
Revolving Loan | Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
LIBOR spread | 3.25% |
Stockholders' Equity - Changes
Stockholders' Equity - Changes In Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance | $ 336,017 | ||||
Cumulative effect adjustment from change in accounting principle, net of tax | $ 5,710 | ||||
Stock-based compensation | 6,346 | ||||
Exercise of employee stock options | 11,670 | ||||
Restricted stock issued | (576) | ||||
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 | 142 | ||||
Foreign currency translation adjustments, net of tax | (2,853) | ||||
Reclassification of translation loss realized upon sale of foreign subsidiary | $ 627 | $ 527 | 627 | $ 527 | |
Convertible preferred stock dividends | (3,302) | ||||
Noncontrolling interests | 177 | 95 | 285 | 295 | |
Other | 108 | ||||
Net income attributable to Providence | 7,154 | $ 14,853 | 1,369 | $ 14,441 | |
Balance | $ 299,831 | $ 299,831 | |||
Common Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance (in shares) | 17,473,598 | ||||
Balance | $ 17 | ||||
Exercise of employee stock options (in shares) | 266,293 | ||||
Exercise of employee stock options | $ 1 | ||||
Restricted stock issued (in shares) | 29,384 | ||||
Performance restricted stock issued (in shares) | 3,110 | ||||
Shares issued for bonus settlement and director stipend (in shares) | 3,576 | ||||
Conversion of convertible preferred stock to common stock (in shares) | 3,685 | ||||
Balance (in shares) | 17,779,646 | 17,779,646 | |||
Balance | $ 18 | $ 18 | |||
Additional Paid-In Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance | 313,955 | ||||
Stock-based compensation | 6,346 | ||||
Exercise of employee stock options | 11,669 | ||||
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 | 148 | ||||
Other | 108 | ||||
Balance | 331,947 | 331,947 | |||
Retained Earnings | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance | 204,818 | ||||
Cumulative effect adjustment from change in accounting principle, net of tax | $ 5,710 | ||||
Conversion of convertible preferred stock to common stock | (6) | ||||
Convertible preferred stock dividends | (3,302) | ||||
Net income attributable to Providence | 1,369 | ||||
Balance | 208,589 | 208,589 | |||
Accumulated Other Comprehensive Loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance | (25,805) | ||||
Foreign currency translation adjustments, net of tax | (2,924) | ||||
Reclassification of translation loss realized upon sale of foreign subsidiary | 627 | ||||
Balance | $ (28,102) | $ (28,102) | |||
Treasury Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance (in shares) | 4,126,132 | ||||
Balance | $ (154,803) | ||||
Restricted stock issued (in shares) | 4,048 | ||||
Restricted stock issued | $ (256) | ||||
Stock repurchase plan (in shares) | 838,719 | ||||
Stock repurchase plan | $ (55,753) | ||||
Balance (in shares) | 4,968,899 | 4,968,899 | |||
Balance | $ (210,812) | $ (210,812) | |||
Non-controlling Interest | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance | (2,165) | ||||
Foreign currency translation adjustments, net of tax | 71 | ||||
Noncontrolling interests | 285 | ||||
Balance | $ (1,809) | $ (1,809) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2018 | Sep. 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 _3
Stock-Based Compensation and Similar Arrangements - Stock-based Compensation Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,903 | $ 1,575 | $ 6,346 | $ 4,636 |
Service expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 209 | 131 | 303 | 365 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,718 | 1,434 | 5,906 | 4,221 |
Equity in net loss of investees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ (24) | $ 10 | $ 137 | $ 50 |
Stock-Based Compensation and _4
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) | May 01, 2018 | Apr. 09, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options outstanding (in shares) | 963,169 | 963,169 | 963,169 | |||||||
Weighted-average exercise price (in usd per share) | $ 61.40 | $ 61.40 | $ 61.40 | |||||||
Stock-based compensation | $ 1,903,000 | $ 1,575,000 | $ 6,346,000 | $ 4,636,000 | ||||||
Number of stock options modified (in shares) | 11,035 | |||||||||
Allocated share-based compensation expense related to modification of shares | $ 119,000 | $ 296,000 | ||||||||
Stock equivalent units outstanding (in shares) | 5,202 | 5,202 | 5,202 | |||||||
Stock option equivalent units outstanding (in shares) | 200,000 | 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 | $ 1,054,000 | $ 1,054,000 | 1,054,000 | $ 2,657,000 | ||||||
General and administrative expense | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | 1,718,000 | 1,434,000 | 5,906,000 | 4,221,000 | ||||||
Service expense | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | 209,000 | 131,000 | 303,000 | 365,000 | ||||||
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) | 51,526 | 51,526 | 51,526 | |||||||
Weighted-average grant date fair value of unvested PRSUs outstanding (in usd per share) | $ 54.19 | $ 54.19 | $ 54.19 | |||||||
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 | $ 5,137,000 | $ 5,137,000 | $ 5,137,000 | $ 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) | (2,191,000) | 380,000 | 1,435,000 | 1,611,000 | ||||||
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 | $ 274,000 | $ 171,000 | $ 1,157,000 | ||||||
Circulation | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options granted (in shares) | 33,210 | |||||||||
NET Services | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options granted (in shares) | 294,464 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net income attributable to Providence | $ 7,154 | $ 14,853 | $ 1,369 | $ 14,441 |
Less dividends on convertible preferred stock | (1,113) | (1,114) | (3,308) | (3,305) |
Less income allocated to participating securities | (743) | (1,777) | 0 | (2,209) |
Net income (loss) available to common stockholders | $ 5,298 | $ 11,962 | $ (1,939) | $ 8,927 |
Denominator: | ||||
Denominator for basic earnings per share -- weighted-average shares | 12,865,777 | 13,581,662 | 12,992,403 | 13,612,764 |
Effect of dilutive securities: | ||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 12,927,122 | 13,655,554 | 12,992,403 | 13,676,468 |
Basic earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.88 | $ (0.19) | $ 1.10 |
Discontinued operations (in dollars per share) | 0.04 | 0 | 0.04 | (0.44) |
Basic earnings (loss) per common share (in dollars per share) | 0.41 | 0.88 | (0.15) | 0.66 |
Diluted earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.37 | 0.88 | (0.19) | 1.09 |
Discontinued operations (in dollars per share) | 0.04 | 0 | 0.04 | (0.44) |
Diluted earnings (loss) per common share (in dollars per share) | $ 0.41 | $ 0.88 | $ (0.15) | $ 0.65 |
Common stock options | ||||
Effect of dilutive securities: | ||||
Common stock options (in shares) | 61,345 | 68,856 | 0 | 58,668 |
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 | $ 4,756 | $ 11,978 | $ (2,424) | $ 14,927 |
Discontinued operations | ||||
Numerator: | ||||
Net income (loss) available to common stockholders | $ 542 | $ (16) | $ 485 | $ (6,000) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 358,310 | 33,890 | 333,030 | 56,528 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 801,935 | 803,285 | 802,762 | 803,360 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate from continuing operations | 38.60% | 16.70% | 86.90% | 28.80% | ||
Gain on remeasurement of cost method investment | $ (6,577) | $ 0 | $ (6,577) | $ 0 | ||
Asset impairment charge | 0 | 0 | 9,881 | 0 | ||
Gain on sale of equity investment | $ 0 | $ 12,606 | 0 | $ 12,606 | ||
Tax Cuts and Jobs Act of 2017, provisional income tax benefit | $ 19,397 | |||||
Held-for-sale | Ingeus France | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Asset impairment charge | $ 9,202 | |||||
Circulation | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Gain on remeasurement of cost method investment | $ (6,577) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2017USD ($) | Sep. 30, 2018USD ($)plan | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)plan | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Loss Contingencies [Line Items] | ||||||
Amount released from escrow | $ 10,000 | |||||
Cash paid for legal settlements | $ 4,475 | |||||
Number of deferred compensation plans | plan | 1 | 1 | ||||
Other Noncurrent Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Total participant deferrals | $ 2,274 | $ 2,274 | $ 1,806 | |||
Insurance Claims | ||||||
Loss Contingencies [Line Items] | ||||||
Offsetting receivable | 5,986 | 5,986 | 5,749 | |||
Loss contingency accrual, net | 4,761 | 4,761 | 6,699 | |||
Loss contingency accrual, gross | $ 10,747 | $ 10,747 | 12,448 | |||
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% | ||||
Haverhill Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Indemnified legal expenses | $ 21 | $ 296 | ||||
Indemnified legal expense of related parties | 23 | 231 | ||||
Legal expense (credit) | $ (17) | $ (3) | $ (218) | $ 8 | ||
Offsetting receivable | 17 | $ 17 | $ 941 | |||
Proposed Settlement Agreement | Settled Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Proceeds from legal settlements | $ 5,363 | |||||
Rodriguez v. Providence Community Corrections | Settled Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Amount released from escrow | 10,000 | |||||
Cash paid for legal settlements | $ 4,475 |
Transactions with Related Par_2
Transactions with Related Parties - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Coliseum Capital Partners, L.P. | Preferred Stock Dividends Earned by Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction amount | $ 1,062,000 | $ 1,062,000 | $ 3,151,000 | $ 3,151,000 | |
Corporate Joint Venture | Mission Providence | |||||
Related Party Transaction [Line Items] | |||||
Loan to joint venture | $ 566,000 | ||||
Related party notes receivable | $ 0 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Sep. 21, 2018USD ($)co-founder | Jul. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||
Purchase price | $ 54,700,000 | $ 0 | |||||
Providence's acquisition date fair value equity interest in Circulation | 9,577,000 | 0 | |||||
Remeasurement gain | $ 6,577,000 | $ 0 | 6,577,000 | $ 0 | |||
Goodwill deductible for income tax purposes | 4,222,000 | 4,222,000 | $ 4,222,000 | ||||
Circulation | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 45,123,000 | ||||||
Contingent liability | $ 1,000,000 | ||||||
Contingent liability, term | 3 years | ||||||
Number of co-founders of acquired entity | co-founder | 2 | ||||||
Initial investment | $ 3,000,000 | ||||||
Providence's acquisition date fair value equity interest in Circulation | $ 9,577,000 | ||||||
Remeasurement gain | 6,577,000 | ||||||
Merger and acquisition related diligence costs | $ 1,597,000 | $ 1,597,000 | |||||
Goodwill deductible for income tax purposes | $ 0 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Cash purchase of common stock | $ 54,700 | $ 0 | |
Providence's acquisition date fair value equity interest in Circulation | $ 9,577 | $ 0 | |
Circulation | |||
Business Acquisition [Line Items] | |||
Cash purchase of common stock | $ 45,123 | ||
Providence's acquisition date fair value equity interest in Circulation | 9,577 | ||
Total consideration | $ 54,700 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 21, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 160,420 | $ 121,668 | |
Circulation | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,302 | ||
Accounts receivable | 996 | ||
Other assets | 216 | ||
Property and equipment | 49 | ||
Intangibles | 15,700 | ||
Goodwill | 39,554 | ||
Deferred taxes, net | (1,752) | ||
Accounts payable and accrued liabilities | (1,244) | ||
Deferred revenue | (69) | ||
Other non-current liabilities | (52) | ||
Total of assets acquired and liabilities assumed | $ 54,700 |
Acquisitions - Finite-Lived Int
Acquisitions - Finite-Lived Intangible Assets Acquired (Details) - Circulation $ in Thousands | Sep. 21, 2018USD ($) |
Business Acquisition [Line Items] | |
Value | $ 15,700 |
Customer relationships | |
Business Acquisition [Line Items] | |
Life | 3 years |
Value | $ 1,400 |
Trademarks and trade names | |
Business Acquisition [Line Items] | |
Life | 3 years |
Value | $ 200 |
Developed technology | |
Business Acquisition [Line Items] | |
Life | 5 years |
Value | $ 14,100 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Circulation - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Proforma: | ||||
Revenue | $ 422,961 | $ 409,798 | $ 1,242,397 | $ 1,217,527 |
Net income (loss) attributable to Providence | $ 7,044 | $ 13,733 | $ (1,287) | $ 11,372 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.40 | $ 0.80 | $ (0.35) | $ 0.46 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
General and administrative (benefit) expense | $ (721) | $ (645) | ||
Discontinued operations, net of tax | 542 | $ (16) | 485 | $ (6,000) |
Human Services | Discontinued operations | ||||
Operating expenses: | ||||
General and administrative (benefit) expense | (721) | 26 | (645) | 9,622 |
Total operating (income) expenses | (721) | 26 | (645) | 9,622 |
Gain (loss) from discontinued operations before income taxes | 721 | (26) | 645 | (9,622) |
Income tax (expense) benefit | (179) | 10 | (160) | 3,622 |
Discontinued operations, net of tax | $ 542 | $ (16) | $ 485 | $ (6,000) |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
General and administrative benefit | $ 721 | $ 645 | ||
Human Services | Discontinued operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
General and administrative benefit | $ 721 | $ (26) | $ 645 | $ (9,622) |
Discontinued operations, legal expense | $ 26 | 622 | ||
Discontinued operations, settlement accrual | $ 9,000 |
Dispositions - Narrative (Detai
Dispositions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charge | $ 0 | $ 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 | |||
Loss on disposition of business | $ 669 | $ 669 |
Segments - Financial Informatio
Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Service revenue, net | $ 421,319 | $ 409,517 | $ 1,239,159 | $ 1,216,994 |
General and administrative expense | 16,203 | 18,629 | 53,894 | 53,705 |
Asset impairment charge | 0 | 0 | 9,881 | 0 |
Depreciation and amortization | 6,641 | 6,547 | 20,317 | 19,716 |
Operating income | 6,867 | 6,309 | 7,153 | 19,095 |
Equity in net gain (loss) of investee | (1,558) | (460) | (4,026) | (991) |
Service expense | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | 391,608 | 378,032 | 1,147,914 | 1,124,478 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 0 | 0 | 0 | 0 |
General and administrative expense | 5,955 | 8,750 | 22,803 | 23,882 |
Asset impairment charge | 0 | 0 | ||
Depreciation and amortization | 237 | 95 | 559 | 258 |
Operating income | (6,192) | (8,842) | (23,090) | (21,871) |
Equity in net gain (loss) of investee | 0 | 0 | 0 | 0 |
Corporate and Other | Service expense | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | 0 | (3) | (272) | (2,269) |
NET Services | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 343,771 | 1,024,203 | ||
NET Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 343,771 | 324,824 | 1,024,203 | 987,662 |
General and administrative expense | 4,900 | 2,899 | 10,940 | 8,879 |
Asset impairment charge | 0 | 679 | ||
Depreciation and amortization | 3,543 | 3,286 | 10,548 | 9,763 |
Operating income | 14,631 | 14,185 | 46,240 | 41,938 |
Equity in net gain (loss) of investee | 0 | 0 | 0 | 0 |
NET Services | Operating Segments | Service expense | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | 320,697 | 304,454 | 955,796 | 927,082 |
WD Services | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 77,548 | 214,956 | ||
WD Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 77,548 | 84,693 | 214,956 | 229,332 |
General and administrative expense | 5,348 | 6,980 | 20,151 | 20,944 |
Asset impairment charge | 0 | 9,202 | ||
Depreciation and amortization | 2,861 | 3,166 | 9,210 | 9,695 |
Operating income | (1,572) | 966 | (15,997) | (972) |
Equity in net gain (loss) of investee | 29 | (459) | 80 | (1,419) |
WD Services | Operating Segments | Service expense | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | 70,911 | 73,581 | 192,390 | 199,665 |
Matrix Investment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 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 | 0 | 0 | 0 | 0 |
Equity in net gain (loss) of investee | (1,587) | (1) | (4,106) | 428 |
Matrix Investment | Operating Segments | Service expense | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | $ 0 | $ 0 | $ 0 | $ 0 |
Segments - Narrative (Details)
Segments - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Non-US | |||
Segment Reporting Information [Line Items] | |||
Net assets | $ 74,885 | $ 99,071 | |
Geographic Concentration Risk | United States | Sales Revenue, Services, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 83.80% | 82.10% | |
Geographic Concentration Risk | Non-US | Sales Revenue, Services, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 16.20% | 17.90% | |
Geographic Concentration Risk | Non-US | Stockholders' Equity, Total | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 19.90% | 20.80% |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - WD Services - Disposed of by Sale - Subsequent Event $ in Millions | Nov. 07, 2018USD ($) |
Subsequent Event [Line Items] | |
Disposal group, consideration | $ 46.1 |
Disposal group, cash | 19.5 |
Minimum | |
Subsequent Event [Line Items] | |
Tax benefit from disposal | $ 25 |
Tax benefit from disposal, period | 3 years |
Maximum | |
Subsequent Event [Line Items] | |
Tax benefit from disposal | $ 50 |
Tax benefit from disposal, period | 5 years |