Discontinued Operations | Discontinued Operations WD Services Segment On December 21, 2018, the Company completed the sale of substantially all of the operating subsidiaries of its WD Services segment to APM and APM UK Holdings Limited, an affiliate of APM, except for the segment’s employment services operations in Saudi Arabia. The Company’s contractual counterparties in Saudi Arabia, including an entity owned by the Saudi Arabian government, assumed these operations beginning January 1, 2019. The total cash consideration of the sale was $46,450 , with the buyer retaining existing WD Services cash of $20,993 . In addition to the purchase consideration, as a result of closing the transaction before the year end, the Company expects to realize cash tax benefits of approximately $51,861 from the transaction, including approximately $34,275 in tax refunds by the fourth quarter of 2019 in relation to its 2018 tax returns and loss carrybacks, which is inclusive of $646 of tax that would have been otherwise due in the fourth quarter of 2018. The remaining cash tax benefit of $17,586 is expected to be realized as an offset to tax payments over the following three years, based upon the Company’s current estimate of taxable income. In addition, $1,072 of benefits related to capital loss carryforwards is available, which amount was reserved as of December 31, 2018. On June 11, 2018, the Company entered into a Share Purchase Agreement to sell the shares of Ingeus France, its WD Services operation in France, for a de minimis amount. The sale was effective on July 17, 2018, after court approval. On September 29, 2017, the Company and Mission Australia completed the sale of 100% of the stock of Mission Providence, a joint venture in the WD Services segment, pursuant to a share sale agreement. Upon the sale of Mission Providence, the Company received AUD 20,184 , or $15,823 of proceeds, for its equity interest, net of transaction fees. Subsequently, a working capital adjustment was finalized in December 2017 resulting in the return of $229 of the proceeds. The related gain on sale of Mission Providence totaling $12,377 is recorded as “(Loss) income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the year ended December 31, 2017. Summary financial information for Mission Providence on a standalone basis for the nine months ended September 30, 2017 and the year ended December 31, 2016 is as follows: Nine months ended September 30, 2017 Year ended December 31, 2016 Revenue $ 30,125 $ 36,546 Operating loss (1,765 ) (9,664 ) Net loss (1,934 ) (8,843 ) In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations , (“ASC 205-20”) a component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the disposition of the WD Services segment and determined that those held for sale conditions for discontinued operations presentation were met during the fourth quarter of 2018. As such, the historical financial results of the Company’s historical WD Services segment, and the related income tax effects have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements. HA Services Segment Effective October 19, 2016, the Company completed the Matrix Transaction. At the closing, (i) cash consideration of $180,614 was paid by the Subscriber to Matrix based upon an enterprise value of $537,500 and (ii) Matrix borrowed approximately $198,000 pursuant to a credit and guaranty agreement providing for term loans in an aggregate principal amount of $198,000 and revolving loan commitments in an aggregate principal amount not to exceed $10,000 , which was not drawn at the closing. At the closing, Matrix distributed $381,163 to Providence, in full satisfaction of a promissory note and accumulated interest between Matrix and Providence. At the closing, Providence made a $5,663 capital contribution to Matrix, as described in the Subscription Agreement, as amended, based upon its pro-rata ownership of Matrix, to fund the near-term cash needs of Matrix. On the day that was fifteen days following the closing date, Providence was, to the extent payable pursuant to the terms of the Subscription Agreement, as amended, entitled to receive from Matrix, or required to pay to Matrix, subsequent working capital adjustment payments. Providence received an initial payment of $5,172 from Matrix in November 2016 which is net of the capital contribution of $5,663 described above, based upon the initial working capital calculation as described in the Subscription Agreement. Additionally, in February 2017, the Company received a $75 payment from Matrix representing the final working capital adjustment payment. In accordance with ASC 205-20, the Company analyzed the quantitative and qualitative factors relevant to the Matrix stock subscription transaction resulting in the Company no longer owning a controlling interest in Matrix, and determined that those held for sale conditions for discontinued operations presentation were met during the third quarter of 2016. As such, the historical financial results of Matrix, the Company’s historical HA Services segment, and the related income tax effects have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements through October 19, 2016. The Company has continuing involvement with Matrix through its ownership of 43.6% of the equity interests in Matrix as of December 31, 2018, as well as through a management consulting agreement, not to exceed ten years. Prior to the Matrix Transaction, the Company owned 100% of the equity interest in Matrix. Subsequent to the Matrix Transaction, the Company accounts for its investment in Matrix under the equity method of accounting. The Company’s share of Matrix’s gains and losses subsequent to the Matrix Transaction, which totaled a loss of $6,158 , a gain of $13,445 and a loss of $1,789 , is recorded as “Equity in net (gain) loss of investees” in its consolidated statement of operations for the years ended December 31, 2018 , 2017 and 2016 , respectively. Matrix’s pretax loss for the year ended December 31, 2018 totaled $27,128 . Matrix’s pretax loss for the year ended December 31, 2017 totaled $2,948 and included $3,537 of transaction related expenses. Matrix’s pretax loss for the period of October 19, 2016 through December 31, 2016 totaled $7,027 and included $6,367 of transaction related expenses. There have been no cash inflows or outflows from or to Matrix subsequent to the closing of the Matrix Transaction, other than the working capital adjustments discussed above and management and advisory fees associated with its ongoing relationship with Matrix, of which $2,271 and $1,103 were received during the years ended December 31, 2018 and 2017, respectively. $259 and $247 are included in “Other receivables” in the consolidated balance sheets at December 31, 2018 and 2017 , respectively, related to management fees receivable. Human Services Segment On September 3, 2015, the Company entered into a Purchase Agreement, pursuant to which the Company agreed to sell all of the membership interests in Providence Human Services, LLC and Providence Community Services, LLC, comprising the Company’s Human Services segment. During the years ended December 31, 2018 , 2017 and 2016, the Company recorded additional expenses and benefits related to the Human Services segment, principally related to legal proceedings as described in Note 20, Commitment and Contingences , related to an indemnified legal matter. Results of Operations The following table summarizes the results of operations classified as (loss) income from discontinued operations, net of tax, for the years ended December 31, 2018 , 2017 and 2016 . The HA Services segment column in the table below for the year ended December 31, 2016 reflects the financial results for HA Services from January 1, 2016 through October 19, 2016. Year ended December 31, 2018 Human Services Segment WD Services Segment Total Discontinued Operations Service revenue, net $ — $ 264,553 $ 264,553 Operating expenses: Service expense — 248,824 248,824 General and administrative expense (495 ) 26,895 26,400 Asset impairment charge — 9,203 9,203 Depreciation and amortization — 11,864 11,864 Total operating expenses (benefits) (495 ) 296,786 296,291 Operating income (loss) 495 (32,233 ) (31,738 ) Other expenses: Interest expense, net — 35 35 Gain on foreign currency transactions — (388 ) (388 ) Other gain — (87 ) (87 ) Income (loss) from discontinued operations before gain on disposition and income taxes 495 (31,793 ) (31,298 ) Loss on disposition — (53,692 ) (53,692 ) (Provision) benefit for income taxes (545 ) 48,482 47,937 (Loss) income from discontinued operations, net of tax $ (50 ) $ (37,003 ) $ (37,053 ) The loss on disposition in the table above includes the reclassification of translation loss realized upon sale of subsidiaries of $29,973 . The benefit for income taxes in the table above for the WD Services segment includes tax benefits on the WD Services Sale of $51,861 and income tax expense on WD Services operations of $3,379 . Year ended December 31, 2017 Human Services Segment WD Services Segment Total Discontinued Operations Service revenue, net $ — $ 305,662 $ 305,662 Operating expenses: Service expense — 265,417 265,417 General and administrative expense 9,674 28,845 38,519 Depreciation and amortization — 12,851 12,851 Total operating expenses 9,674 307,113 316,787 Operating loss (9,674 ) (1,451 ) (11,125 ) Other expenses: Interest expense, net — 74 74 Equity in net loss of investees — 1,391 1,391 Gain on sale of equity investment — (12,377 ) (12,377 ) Loss on foreign currency transactions — 345 345 (Loss) income from discontinued operations before gain on disposition and income taxes (9,674 ) 9,116 (558 ) Benefit for income taxes 3,691 (398 ) 3,293 (Loss) income from discontinued operations, net of tax $ (5,983 ) $ 8,718 $ 2,735 Year ended December 31, 2016 Human Services Segment HA Services Segment WD Services Segment Total Discontinued Operations Service revenue, net $ — $ 166,090 $ 344,403 $ 510,493 Operating expenses: Service expense — 120,906 320,147 441,053 General and administrative expense 7,966 2,148 30,384 40,498 Asset impairment charge — — 19,588 19,588 Depreciation and amortization — 21,121 13,823 34,944 Total operating expenses 7,966 144,175 383,942 536,083 Operating (loss) income (7,966 ) 21,915 (39,539 ) (25,590 ) Other expenses: Interest expense, net — 9,929 68 9,997 Equity in net loss of investees — — 8,498 8,498 Write-off of deferred financing fees — 2,302 — 2,302 Gain on foreign currency transactions — — (1,374 ) (1,374 ) (Loss) income from discontinued operations before gain on disposition and income taxes (7,966 ) 9,684 (46,731 ) (45,013 ) Gain on disposition — 167,895 — 167,895 Benefit (provision) for income taxes 2,401 (63,254 ) 936 (59,917 ) (Loss) income from discontinued operations, net of tax $ (5,565 ) $ 114,325 $ (45,795 ) $ 62,965 Asset impairment charges 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 $9,203 was recorded during the year ended December 31, 2018 and is included in “Asset impairment charge” in the table above. During the fourth quarter of 2016, the Company reviewed WD Services for impairment, primarily due to lower than expected volumes and unfavorable service mix shifts under a large contract in the United Kingdom (“UK”) impacting future projections; additional clarity into the anticipated size and structure of the Work and Health Programme in the UK; the absence of additional details regarding the restructuring of the offender rehabilitation contract in the UK; and a change in senior management at WD Services during the fourth quarter. As a result, the Company performed a quantitative test comparing the fair value of the asset groupings comprising WD Services with the carrying amounts and recorded an asset impairment charge of $4,381 to definite-lived customer relationship intangible assets and an asset impairment charge of $9,983 to property and equipment, which are recorded in “Asset impairment charge” in the table above. In addition, the Company reviewed the carrying value of goodwill of WD Services, noting the carrying value exceeded the fair value. Therefore, the Company performed the second step of the impairment test, in which the fair value of the reporting unit is allocated to all of the assets and liabilities, on a fair value basis, with any excess representing the implied value of goodwill of the reporting unit. The fair value was determined using an income approach, which estimates the present value of future cash flows based on management’s forecast of revenue growth rates and operating margins, working capital requirements and capital expenditures. Based on this analysis, the carrying value of goodwill of the WD Services reporting unit exceeded the implied fair value and the Company recorded an asset impairment charge of $5,224 , which is included in “Asset impairment charge” on the Company’s consolidated statement of operations. Interest expense, net The Company allocated interest expense, including amortization of deferred financing fees, to discontinued operations based on the portion of the debt that was required to be paid with the proceeds from the sale of the Matrix Transaction. The total allocated interest expense is included in “Interest expense, net” in the tables above. The total allocated interest expense for the year ended December 31, 2016 for the HA Services segment was $9,939 . Loss on disposition, net of tax The total loss on disposition, net of tax, related to the sale of WD Services subsidiaries during the year ended December 31, 2018 is calculated as follows: Total cash received, net of transaction costs and cash sold $ 12,780 Total WD Services net asset value as of transaction date, net of cash sold (36,499 ) Income tax benefit 51,861 Gain on sale before reclassification of currency translation, net of tax 28,142 Adjustment for reclassification of currency translation (29,973 ) Loss on disposition, net of tax $ (1,831 ) Assets and liabilities The following table summarizes the carrying amounts of the major classes of assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2018 and 2017. Amounts as of December 31, 2018 represent the accounts of WD Services operations in Saudi Arabia, which were not sold as part of the WD Services Sale. December 31, 2018 2017 Cash and cash equivalents $ 2,321 $ 42,512 Accounts receivable, net of allowance of $3,460 and $500 in 2018 and 2017, respectively 4,316 48,718 Other receivables — 10 Prepaid expenses and other 414 12,784 Current assets of discontinued operations $ 7,051 $ 104,024 Property and equipment, net $ — $ 12,705 Goodwill — 26,453 Intangible assets, net — 29,774 Equity investments — 213 Other assets — 51 Deferred tax asset — 4,632 Noncurrent assets of discontinued operations $ — $ 73,828 Accounts payable $ 486 $ 15,086 Accrued expenses 2,771 32,195 Deferred revenue — 14,362 Current liabilities of discontinued operations $ 3,257 $ 61,643 Other long-term liabilities $ — $ 5,170 Deferred tax liabilities — 2,395 Noncurrent liabilities of discontinued operations $ — $ 7,565 Cash Flow Information The following table presents depreciation, amortization, capital expenditures and significant operating noncash items of the discontinued operations for the years ended December 31, 2018 , 2017 and 2016 : For the year ended December 31, 2018 Human Services Segment WD Services Segment Total Cash flows from discontinued operating activities: Depreciation $ — $ 6,711 $ 6,711 Amortization — 5,153 5,153 Asset impairment charge — 9,203 9,203 Stock-based compensation — 6 6 Deferred income taxes 419 (74 ) 345 Cash flows from discontinued investing activities: Purchase of property and equipment $ — $ 6,725 $ 6,725 For the year ended December 31, 2017 Human Services Segment WD Services Segment Total Cash flows from discontinued operating activities: Depreciation $ — $ 7,825 $ 7,825 Amortization — 5,026 5,026 Stock-based compensation — 57 57 Deferred income taxes (3,433 ) (507 ) (3,940 ) Cash flows from discontinued investing activities: Purchase of property and equipment $ — $ 4,527 $ 4,527 For the year ended December 31, 2016 HA Services Segment WD Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ 3,661 $ 8,138 $ 11,799 Amortization 17,460 5,685 23,145 Asset impairment charge — 19,588 19,588 Stock-based compensation (18 ) (11 ) (29 ) Deferred income taxes 52,338 (6,638 ) 45,700 Cash flows from discontinued investing activities: Purchase of property and equipment $ 9,174 $ 19,810 $ 28,984 |