Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 04, 2019 | |
Cover page. | ||
Entity Address, Address Line One | 1275 Peachtree Street | |
Entity Address, Address Line Two | Sixth Floor | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-34221 | |
Entity Registrant Name | Providence Service Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-0845127 | |
Entity Address, Postal Zip Code | 30309 | |
City Area Code | 404 | |
Local Phone Number | 888-5800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PRSC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 12,899,438 | |
Entity Central Index Key | 0001220754 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 40,637 | $ 5,678 |
Accounts receivable, net of allowance of $3,516 in 2019 and $1,854 in 2018 | 198,232 | 147,756 |
Other receivables | 3,435 | 4,846 |
Prepaid expenses and other | 11,435 | 44,167 |
Restricted cash | 833 | 1,482 |
Current assets of discontinued operations | 322 | 7,051 |
Total current assets | 254,894 | 210,980 |
Operating lease right-of-use assets | 20,266 | 0 |
Property and equipment, net | 21,968 | 22,965 |
Goodwill | 135,216 | 135,216 |
Intangible assets, net | 21,470 | 26,146 |
Equity investment | 154,532 | 161,503 |
Other assets | 12,196 | 9,949 |
Restricted cash, less current portion | 0 | 2,886 |
Total assets | 620,542 | 569,645 |
Current liabilities: | ||
Current portion of operating lease liabilities | 6,742 | 0 |
Current portion of long-term obligations | 308 | 718 |
Accounts payable | 7,614 | 8,828 |
Accrued expenses | 32,654 | 39,191 |
Accrued transportation costs | 112,410 | 84,889 |
Deferred revenue | 231 | 562 |
Reinsurance and related liability reserves | 4,636 | 5,438 |
Current liabilities of discontinued operations | 1,246 | 3,257 |
Total current liabilities | 165,841 | 142,883 |
Long-term debt, less current portion | 122 | 353 |
Operating lease liabilities, less current portion | 14,786 | 0 |
Other long-term liabilities | 17,926 | 14,970 |
Deferred tax liabilities | 24,339 | 23,049 |
Long-term liabilities of discontinued operations | 639 | 0 |
Total liabilities | 223,653 | 181,255 |
Commitments and contingencies | ||
Redeemable convertible preferred stock | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 799,969 and 801,606, respectively, issued and outstanding; 5.5%/8.5% dividend rate | 77,234 | 77,392 |
Stockholders’ equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,967,996 and 17,784,769, respectively, issued and outstanding (including treasury shares) | 18 | 18 |
Additional paid-in capital | 346,034 | 334,744 |
Retained earnings | 190,857 | 187,127 |
Treasury shares, at cost, 5,081,434 and 4,970,093 shares, respectively | (217,254) | (210,891) |
Total stockholders’ equity | 319,655 | 310,998 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 620,542 | $ 569,645 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Allowance for doubtful accounts | $ 3,516 | $ 1,854 | |
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Temporary equity, par (in USD per share) | $ 0.001 | $ 0.001 | |
Temporary equity, shares issued (in shares) | 799,969 | 801,606 | |
Temporary equity, shares outstanding (in shares) | 801,606 | 799,969 | |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 | |
Common stock, par (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares, issued (in shares) | 17,967,996 | 17,784,769 | |
Common stock, shares, outstanding (in shares) | 17,967,996 | 17,784,769 | |
Treasury stock, shares (in shares) | 5,081,434 | 4,970,093 | |
Cash Dividends | |||
Convertible preferred stock, dividend rate | 5.50% | 5.50% | |
Paid-in-kind Dividends | |||
Convertible preferred stock, dividend rate | 8.50% | 8.50% |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Service revenue, net | $ 393,385,000 | $ 343,771,000 | $ 1,125,111,000 | $ 1,024,203,000 |
Operating expenses: | ||||
Service expense | 356,271,000 | 313,511,000 | 1,042,717,000 | 934,367,000 |
General and administrative expense | 15,979,000 | 17,045,000 | 52,241,000 | 53,081,000 |
Asset impairment charge | 0 | 0 | 0 | 678,000 |
Depreciation and amortization | 4,148,000 | 3,780,000 | 12,976,000 | 11,107,000 |
Total operating expenses | 376,398,000 | 334,336,000 | 1,107,934,000 | 999,233,000 |
Operating income | 16,987,000 | 9,435,000 | 17,177,000 | 24,970,000 |
Other expenses (income): | ||||
Interest expense, net | 188,000 | 250,000 | 793,000 | 808,000 |
Other income | (66,000) | 0 | (199,000) | 0 |
Equity in net loss of investee | 3,188,000 | 1,587,000 | 6,159,000 | 4,106,000 |
Gain on remeasurement of cost method investment | 0 | (6,577,000) | 0 | (6,577,000) |
Income from continuing operations before income taxes | 13,677,000 | 14,175,000 | 10,424,000 | 26,633,000 |
Provision for income taxes | 5,097,000 | 3,880,000 | 3,940,000 | 6,951,000 |
Income from continuing operations, net of tax | 8,580,000 | 10,295,000 | 6,484,000 | 19,682,000 |
(Loss) income from discontinued operations, net of tax | (426,000) | (2,964,000) | 540,000 | (18,026,000) |
Net income | 8,154,000 | 7,331,000 | 7,024,000 | 1,656,000 |
Net loss from discontinued operations attributable to non-controlling interest | 0 | (177,000) | 0 | (285,000) |
Net income attributable to Providence | 8,154,000 | 7,154,000 | 7,024,000 | 1,371,000 |
Net income (loss) available to common stockholders (Note 11) | $ 6,104,000 | $ 5,224,000 | $ 3,230,000 | $ (1,939,000) |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ 0.50 | $ 0.61 | $ 0.21 | $ 1.24 |
Discontinued operations (in dollars per share) | (0.03) | (0.20) | 0.04 | (1.39) |
Basic loss per common share (in dollars per share) | 0.47 | 0.41 | 0.25 | (0.15) |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | 0.50 | 0.60 | 0.21 | 1.23 |
Discontinued operations (in dollars per share) | (0.03) | (0.20) | 0.04 | (1.38) |
Diluted earnings per common share (in dollars per share) | $ 0.47 | $ 0.40 | $ 0.25 | $ (0.15) |
Weighted-average number of common shares outstanding: | ||||
Basic (in shares) | 12,993,934 | 12,865,777 | 12,956,222 | 12,992,403 |
Diluted (in shares) | 13,004,449 | 12,927,122 | 12,977,598 | 13,069,140 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 8,154 | $ 7,331 | $ 7,024 | $ 1,656 |
Net loss attributable to non-controlling interest | 0 | (177) | 0 | (285) |
Net income attributable to Providence | 8,154 | 7,154 | 7,024 | 1,371 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments, net of tax | 0 | (882) | 0 | (2,924) |
Reclassification of translation loss realized upon sale of subsidiary and equity investment, respectively | 0 | 627 | 0 | 627 |
Other comprehensive loss | 0 | (255) | 0 | (2,297) |
Comprehensive income (loss) | 8,154 | 7,076 | 7,024 | (641) |
Comprehensive loss attributable to non-controlling interest | 0 | (203) | 0 | (356) |
Comprehensive income (loss) attributable to Providence | $ 8,154 | $ 6,873 | $ 7,024 | $ (997) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent | Treasury Stock | Noncontrolling Interest | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 336,017 | $ 17 | $ 313,955 | $ 204,818 | $ (25,805) | $ (154,803) | $ (2,165) | |
Shares, Outstanding | 17,473,598 | 4,126,132 | ||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 17,473,598 | 4,126,132 | ||||||
Beginning Balance at Dec. 31, 2017 | 336,017 | $ 17 | 313,955 | 204,818 | (25,805) | $ (154,803) | (2,165) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 993 | 993 | ||||||
Exercise of employee stock options (in shares) | 212,789 | 0 | ||||||
Exercise of employee stock options | 8,820 | $ 1 | 8,819 | $ 0 | ||||
Restricted stock issued (in shares) | 20,904 | 3,778 | ||||||
Restricted stock issued | (237) | $ (237) | ||||||
Shares issued for bonus settlement and director stipends (in shares) | 2,715 | |||||||
Shares issued for bonus settlement and director stipends | 150 | 150 | ||||||
Convertible preferred stock dividends | [1] | (1,089) | (1,089) | |||||
Net income attributable to Providence | 5,430 | 5,430 | ||||||
Stock repurchase (in shares) | 583,027 | |||||||
Stock repurchase plan | (36,930) | $ (36,930) | ||||||
Foreign currency translation adjustments, net of tax | 1,845 | 1,926 | (81) | |||||
Net loss from discontinued operations attributable to non-controlling interest | 296 | 296 | ||||||
Other | 49 | 49 | ||||||
Ending Balance (in shares) at Mar. 31, 2018 | 17,710,006 | 4,712,937 | ||||||
Ending Balance at Mar. 31, 2018 | 321,054 | $ 18 | 323,966 | 214,869 | (23,879) | $ (191,970) | (1,950) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (237) | (237) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 336,017 | $ 17 | 313,955 | 204,818 | (25,805) | $ (154,803) | (2,165) | |
Shares, Outstanding | 17,473,598 | 4,126,132 | ||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 17,473,598 | 4,126,132 | ||||||
Beginning Balance at Dec. 31, 2017 | 336,017 | $ 17 | 313,955 | 204,818 | (25,805) | $ (154,803) | (2,165) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income attributable to Providence | 1,371 | |||||||
Net loss from discontinued operations attributable to non-controlling interest | (285) | |||||||
Reclassification of translation loss realized upon sale of foreign subsidiary | 627 | |||||||
Ending Balance (in shares) at Sep. 30, 2018 | 17,779,646 | 4,968,899 | ||||||
Ending Balance at Sep. 30, 2018 | 299,831 | $ 18 | 331,947 | 208,589 | (28,102) | $ (210,812) | (1,809) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 336,017 | $ 17 | 313,955 | 204,818 | (25,805) | $ (154,803) | (2,165) | |
Shares, Outstanding | 17,473,598 | 4,126,132 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 321,054 | $ 18 | 323,966 | 214,869 | (23,879) | $ (191,970) | (1,950) | |
Shares, Outstanding | 17,710,006 | 4,712,937 | ||||||
Beginning Balance (in shares) at Mar. 31, 2018 | 17,710,006 | 4,712,937 | ||||||
Beginning Balance at Mar. 31, 2018 | 321,054 | $ 18 | 323,966 | 214,869 | (23,879) | $ (191,970) | (1,950) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 3,446 | 3,446 | ||||||
Exercise of employee stock options (in shares) | 53,004 | 0 | ||||||
Exercise of employee stock options | 2,842 | $ 0 | 2,842 | $ 0 | ||||
Restricted stock issued (in shares) | 6,085 | 129 | ||||||
Restricted stock issued | (329) | (320) | $ (9) | |||||
Shares issued for bonus settlement and director stipends (in shares) | 318 | |||||||
Shares issued for bonus settlement and director stipends | 0 | 0 | ||||||
Convertible preferred stock dividends | [1] | (1,101) | (1,101) | |||||
Net income attributable to Providence | (11,215) | (11,215) | ||||||
Performance restricted stock issued (in shares) | 3,110 | |||||||
Performance restricted stock issued | (109) | $ 0 | (109) | |||||
Stock repurchase (in shares) | 255,692 | |||||||
Stock repurchase plan | (18,823) | $ (18,823) | ||||||
Conversion of convertible preferred stock to common stock (in shares) | 2,608 | |||||||
Conversion of convertible preferred stock to common stock | 100 | 105 | (5) | |||||
Foreign currency translation adjustments, net of tax | (3,841) | (3,967) | 126 | |||||
Other | (109) | 79 | (188) | |||||
Ending Balance (in shares) at Jun. 30, 2018 | 17,775,131 | 4,968,758 | ||||||
Ending Balance at Jun. 30, 2018 | 291,915 | $ 18 | 330,009 | 202,548 | (27,846) | $ (210,802) | (2,012) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (329) | (320) | (9) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 321,054 | $ 18 | 323,966 | 214,869 | (23,879) | $ (191,970) | (1,950) | |
Shares, Outstanding | 17,710,006 | 4,712,937 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 291,915 | $ 18 | 330,009 | 202,548 | (27,846) | $ (210,802) | (2,012) | |
Shares, Outstanding | 17,775,131 | 4,968,758 | ||||||
Stock-based compensation | 1,907 | 1,907 | ||||||
Exercise of employee stock options (in shares) | 500 | 0 | ||||||
Exercise of employee stock options | 8 | $ 0 | 8 | $ 0 | ||||
Restricted stock issued (in shares) | 2,395 | 141 | ||||||
Restricted stock issued | (10) | 0 | $ (10) | |||||
Shares issued for bonus settlement and director stipends (in shares) | 543 | |||||||
Shares issued for bonus settlement and director stipends | 0 | 0 | ||||||
Convertible preferred stock dividends | [1] | (1,111) | (1,111) | |||||
Net income attributable to Providence | 7,154 | 7,154 | ||||||
Conversion of convertible preferred stock to common stock (in shares) | 1,077 | |||||||
Conversion of convertible preferred stock to common stock | 40 | 42 | (2) | |||||
Foreign currency translation adjustments, net of tax | (856) | (883) | 27 | |||||
Net loss from discontinued operations attributable to non-controlling interest | (177) | |||||||
Reclassification of translation loss realized upon sale of foreign subsidiary | 627 | 627 | ||||||
Other | 157 | (19) | 176 | |||||
Ending Balance (in shares) at Sep. 30, 2018 | 17,779,646 | 4,968,899 | ||||||
Ending Balance at Sep. 30, 2018 | 299,831 | $ 18 | 331,947 | 208,589 | (28,102) | $ (210,812) | (1,809) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (10) | 0 | (10) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 291,915 | $ 18 | 330,009 | 202,548 | (27,846) | $ (210,802) | (2,012) | |
Shares, Outstanding | 17,775,131 | 4,968,758 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 299,831 | $ 18 | 331,947 | 208,589 | $ (28,102) | $ (210,812) | $ (1,809) | |
Shares, Outstanding | 17,779,646 | 4,968,899 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 310,998 | $ 18 | 334,744 | 187,127 | $ (210,891) | |||
Shares, Outstanding | 17,784,769 | 4,970,093 | ||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 17,784,769 | 4,970,093 | ||||||
Beginning Balance at Dec. 31, 2018 | 310,998 | $ 18 | 334,744 | 187,127 | $ (210,891) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 2,103 | 2,103 | ||||||
Exercise of employee stock options (in shares) | 57,022 | |||||||
Exercise of employee stock options | 2,557 | 2,557 | ||||||
Restricted stock issued (in shares) | 25,357 | 3,459 | ||||||
Restricted stock issued | (217) | $ (217) | ||||||
Shares issued for bonus settlement and director stipends (in shares) | 599 | |||||||
Shares issued for bonus settlement and director stipends | 0 | |||||||
Convertible preferred stock dividends | [2] | (1,087) | (1,087) | |||||
Net income attributable to Providence | 582 | 582 | ||||||
Ending Balance (in shares) at Mar. 31, 2019 | 17,867,747 | 4,973,552 | ||||||
Ending Balance at Mar. 31, 2019 | 314,936 | $ 18 | 339,404 | 186,622 | $ (211,108) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (217) | (217) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 310,998 | $ 18 | 334,744 | 187,127 | $ (210,891) | |||
Shares, Outstanding | 17,784,769 | 4,970,093 | ||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 17,784,769 | 4,970,093 | ||||||
Beginning Balance at Dec. 31, 2018 | 310,998 | $ 18 | 334,744 | 187,127 | $ (210,891) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income attributable to Providence | 7,024 | |||||||
Net loss from discontinued operations attributable to non-controlling interest | 0 | |||||||
Reclassification of translation loss realized upon sale of foreign subsidiary | 0 | |||||||
Ending Balance (in shares) at Sep. 30, 2019 | 17,967,996 | 5,081,434 | ||||||
Ending Balance at Sep. 30, 2019 | 319,655 | $ 18 | 346,034 | 190,857 | $ (217,254) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 310,998 | $ 18 | 334,744 | 187,127 | $ (210,891) | |||
Shares, Outstanding | 17,784,769 | 4,970,093 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 314,936 | $ 18 | 339,404 | 186,622 | $ (211,108) | |||
Shares, Outstanding | 17,867,747 | 4,973,552 | ||||||
Beginning Balance (in shares) at Mar. 31, 2019 | 17,867,747 | 4,973,552 | ||||||
Beginning Balance at Mar. 31, 2019 | 314,936 | $ 18 | 339,404 | 186,622 | $ (211,108) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 1,289 | 1,289 | ||||||
Exercise of employee stock options (in shares) | 67,931 | |||||||
Exercise of employee stock options | 3,826 | 3,826 | ||||||
Restricted stock issued (in shares) | 7,088 | 2,419 | ||||||
Restricted stock issued | (155) | $ (155) | ||||||
Shares issued for bonus settlement and director stipends (in shares) | 202 | |||||||
Shares issued for bonus settlement and director stipends | 0 | |||||||
Convertible preferred stock dividends | [2] | (1,098) | (1,098) | |||||
Preferred stock conversion (in shares) | 4,104 | |||||||
Preferred stock conversion | 157 | 157 | ||||||
Net income attributable to Providence | (1,712) | (1,712) | ||||||
Ending Balance (in shares) at Jun. 30, 2019 | 17,947,072 | 4,975,971 | ||||||
Ending Balance at Jun. 30, 2019 | 317,243 | $ 18 | 344,676 | 183,812 | $ (211,263) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (155) | (155) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 314,936 | $ 18 | 339,404 | 186,622 | $ (211,108) | |||
Shares, Outstanding | 17,867,747 | 4,973,552 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 317,243 | $ 18 | 344,676 | 183,812 | $ (211,263) | |||
Shares, Outstanding | 17,947,072 | 4,975,971 | ||||||
Stock-based compensation | 855 | 855 | ||||||
Exercise of employee stock options (in shares) | 17,755 | |||||||
Exercise of employee stock options | 503 | 503 | ||||||
Restricted stock issued (in shares) | 2,313 | 42 | ||||||
Restricted stock issued | $ (3) | |||||||
Shares issued for bonus settlement and director stipends (in shares) | 856 | |||||||
Shares issued for bonus settlement and director stipends | 0 | |||||||
Convertible preferred stock dividends | [2] | (1,109) | (1,109) | |||||
Preferred stock conversion (in shares) | 0 | |||||||
Preferred stock conversion | 0 | 0 | ||||||
Net income attributable to Providence | $ 8,154 | 8,154 | ||||||
Stock repurchase (in shares) | 105,421 | |||||||
Stock repurchase plan | $ (5,988) | $ (5,988) | ||||||
Net loss from discontinued operations attributable to non-controlling interest | 0 | |||||||
Reclassification of translation loss realized upon sale of foreign subsidiary | 0 | |||||||
Ending Balance (in shares) at Sep. 30, 2019 | 17,967,996 | 5,081,434 | ||||||
Ending Balance at Sep. 30, 2019 | 319,655 | $ 18 | 346,034 | 190,857 | $ (217,254) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock issued | (3) | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 317,243 | $ 18 | 344,676 | 183,812 | $ (211,263) | |||
Shares, Outstanding | 17,947,072 | 4,975,971 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 319,655 | $ 18 | $ 346,034 | $ 190,857 | $ (217,254) | |||
Shares, Outstanding | 17,967,996 | 5,081,434 | ||||||
[1] | Cash dividends on redeemable convertible preferred stock of $1.36, $1.37, an d $1.37 per share were distributed to convertible preferred stockholders for the three months ended March 31, 2018, June 30, 2018, and September 3 0, 2018, respec tively. | |||||||
[2] | Cash dividends on redeemable convertible preferred stock of $1.36, $1.37, and $1.38 per share were distributed to convertible preferred stockholders for the three months ended March 31, 2019, June 30, 2019, and September 30, 2019, respectively. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||||
Preferred stock, dividends per share (in USD per share) | $ 1.38 | $ 1.37 | $ 1.36 | $ 1.37 | $ 1.37 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | ||
Net income | $ 7,024 | $ 1,656 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 8,300 | 14,217 |
Amortization | 4,676 | 6,100 |
Asset impairment charge | 0 | 9,881 |
Provision for doubtful accounts | 533 | 1,615 |
Stock-based compensation | 4,247 | 6,209 |
Deferred income taxes | 1,993 | (602) |
Amortization of deferred financing costs and debt discount | 272 | 408 |
Equity in net loss of investee | 6,159 | 4,026 |
Equity Method Investment, Realized Gain (Loss) on Disposal | (6,577) | |
Other non-cash charges (credits) | 0 | (115) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (44,374) | (31,514) |
Prepaid expenses and other | 27,669 | 14,243 |
Reinsurance and related liability reserve | 2,511 | (548) |
Accounts payable and accrued expenses | (9,384) | (26,251) |
Accrued transportation costs | 27,522 | 30,888 |
Deferred revenue | (486) | (1,468) |
Operating lease and other long-term liabilities | 3,407 | 304 |
Net cash provided by operating activities | 40,069 | 22,472 |
Investing activities | ||
Purchase of property and equipment | (7,302) | (13,194) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (42,067) |
Dispositions, net of cash sold | 0 | (5,862) |
Proceeds from note receivable | 0 | 3,130 |
Net cash used in investing activities | (7,302) | (57,993) |
Financing activities | ||
Preferred stock dividends | (3,295) | (3,302) |
Repurchase of common stock, for treasury | (6,363) | (56,009) |
Proceeds from common stock issued pursuant to stock option exercise | 6,885 | 12,413 |
Performance restricted stock surrendered for employee tax payment | 0 | (429) |
Repayments of debt | (12,000) | 0 |
Proceeds from debt | 12,000 | 36,000 |
Capital lease payments and other | (641) | (2,529) |
Net cash used in financing activities | (3,414) | (13,856) |
Effect of exchange rate changes on cash | 0 | 19 |
Net change in cash, cash equivalents and restricted cash | 29,353 | (49,358) |
Cash, cash equivalents and restricted cash at beginning of period | 12,367 | 101,606 |
Cash, cash equivalents and restricted cash at end of period | 41,720 | 52,248 |
Gain on remeasurement of cost method investment | $ 6,577 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for interest | $ 1,090 | $ 767 |
Cash (received) paid for income taxes, net of refunds | (30,456) | 11,477 |
Purchase of equipment through capital lease obligation | 0 | 724 |
Purchase price | 0 | 54,700 |
Cash acquired | 0 | (1,302) |
Restricted cash acquired | 0 | (110) |
Value of existing ownership in Circulation | 0 | (9,577) |
Purchase consideration payable | 0 | (1,644) |
Acquisitions, net of cash acquired | $ 0 | $ 42,067 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
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”) is the largest manager of non-emergency medical transportation (“NET”) programs for state governments and managed care organizations (“MCOs”) in the United States (“U.S.”). The Company’s NET Services segment operates under the brands LogistiCare and Circulation. Additionally, the Company owns a minority investment in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix”). Matrix provides a broad array of assessment and care management services that improve health outcomes for individuals and financial performance for health plans. Matrix’s national network of community-based clinicians delivers in-home services while its fleet of mobile health clinics provide community-based care with advance diagnostic capabilities. These solutions combined with Matrix’s advanced engagement approach, helps health plans manage risks, close care gaps and connect members to care. During 2018, the Company announced an organizational consolidation plan ("Organizational Consolidation") to integrate substantially all activities and functions performed at the corporate holding company level into its NET Services segment. As the Organizational Consolidation was substantially complete beginning January 1, 2019, our former Corporate and Other segment was combined with the NET Services segment. See Note 8, Restructuring and Related Reorganization Costs, and Note 16, Segments, 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 accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company’s 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 in the preparation of these 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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these condensed consolidated financial statements. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. The 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, 2018. The Company accounts for its investment in Matrix using the equity method, as the Company does not control the decision-making process or business management practices of Matrix. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on the management of Matrix to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from Matrix’s independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by Matrix that would have a material effect on the Company’s consolidated financial statements. See Note 5, Equity Investments , for further information. Reclassifications In conjunction with the change in the Company’s organizational structure as described in Note 16, Segments , we reclassified certain costs between “General and administrative expense” and “Service expense” on our accompanying condensed consolidated statements of operations as summarized below: Three Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 320,697 $ (7,186) $ 313,511 General and administrative expense 9,859 7,186 17,045 Nine Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 955,523 $ (21,156) $ 934,367 General and administrative expense 31,925 21,156 53,081 (1) Adjusted for discontinued operations, as described in Note 15. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019: 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 replaced 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 leasing contract. 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 are required to recognize a lease liability and right-of-use ( “ ROU ” ) asset for all leases (with the exception of short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the condensed consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. At January 1, 2019, the Company recorded $23,165 and $24,491 of additional ROU leased assets and liabilities, respectively, on its condensed consolidated balance sheet. The adoption did not have a material impact on the statement of operations. See Note 9, Leases , for further information. 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 Company adopted this new rule in the quarter ended March 31, 2019 by including the condensed consolidated statements of stockholders’ equity. Recent accounting pronouncements that the Company has yet to adopt are as follows: 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 does not expect the adoption of this guidance will have a material impact on its consolidated financial statements or disclosures. 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. ASU 2018-13 requires certain disclosures to be applied on a retrospective basis and others on a prospective basis. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements or disclosures. 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”). ASU 2018-15 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 has elected to apply a prospective transition approach and will therefore apply the transition requirements to any eligible costs incurred after adoption. The Company is not aware of any material costs to be incurred subsequent to the adoption date. However, the Company will continue to evaluate the impact of ASU 2018-15 on its consolidated financial statements until adoption. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following table summarizes disaggregated revenue from contracts with customers by contract type for NET Services: Three months ended September 30, 2019 Three Months Ended September 30, 2018 State Medicaid agency contracts $ 196,891 $ 183,661 Managed care organization contracts 196,494 160,110 Total Service revenue, net $ 393,385 $ 343,771 Capitated contracts $ 334,549 $ 297,808 Non-capitated contracts 58,836 45,963 Total Service revenue, net $ 393,385 $ 343,771 Nine months ended September 30, 2019 Nine months ended September 30, 2018 State Medicaid agency contracts $ 551,632 $ 544,409 Managed care organization contracts 573,479 479,794 Total Service revenue, net $ 1,125,111 $ 1,024,203 Capitated contracts $ 947,811 $ 869,203 Non-capitated contracts 177,300 155,000 Total Service revenue, net $ 1,125,111 $ 1,024,203 During the three months ended September 30, 2019 and 2018, NET Services recogniz ed $15,332 a nd $1,956, respectively, from contractual adjustments relating to performance obligations satisfied in previous periods to which the customer agreed. During the nine months ended September 30, 2019 and 2018, NET Services recogniz ed $8,460 a nd $5,685 , respectively, from contractual adjustments relating to performance obligations satisfied in previous periods to which the customer agreed. Related Balance Sheet Accounts The following table provides information about accounts receivable, net: September 30, 2019 December 31, 2018 Accounts receivable $ 139,897 $ 101,340 NET Services’ reconciliation contract receivable 61,851 48,270 Allowance for doubtful accounts (3,516) (1,854) $ 198,232 $ 147,756 The following table provides information about other accounts included on the accompanying condensed consolidated balance sheets: September 30, 2019 December 31, 2018 Accrued contract payments, included in “ accrued expenses ” $ 7,672 $ 9,756 Deferred revenue, current 231 562 Deferred revenue, long-term, included in “ other long-term liabilities ” 808 963 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 September 30, 2018 Cash and cash equivalents $ 40,637 $ 47,492 Restricted cash, current 833 1,624 Current assets of discontinued operations 250 — Restricted cash, less current portion — 3,132 Cash, cash equivalents and restricted cash $ 41,720 $ 52,248 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. Current assets of discontinued operations principally reflect the cash position of WD Services operations in Saudi Arabia, which was not sold as part of the WD Services sale. Such cash will be used to fund the shut-down costs of this operation as needed. See Note 15, Discontinued Operations |
Equity Investment
Equity Investment | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment As of both September 30, 2019 and December 31, 2018, the Company owned a 43.6% non-controlling interest in Matrix. Pursuant to a shareholder’s agreement, affiliates of Frazier Healthcare Partners hold rights necessary to control the fundamental operations of Matrix. The Company accounts for this investment in Matrix under the equity method of accounting with the Company’s share of Matrix’s income or loss recorded as “Equity in net loss of investee” in the accompanying condensed consolidated statements of operations. The carrying amount of the assets included in the Company’s condensed consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Matrix as of September 30, 2019 and December 31, 2018 totaled $154,532 and $161,503, respectively. Summary financial information for Matrix on a standalone basis is as follows: September 30, 2019 December 31, 2018 Current assets $ 70,888 $ 61,565 Long-term assets 694,604 719,450 Current liabilities 31,342 27,619 Long-term liabilities 366,491 373,159 Three Months ended September 30, 2019 Three months ended September 30, 2018 Revenue $ 71,663 $ 70,522 Operating (loss) income (2,640) 1,492 Net loss (6,906) (4,351) Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue $ 210,807 $ 216,361 Operating (loss) income (542) 5,330 Net loss (15,054) (13,736) |
Prepaid Expenses and Other
Prepaid Expenses and Other | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Prepaid income taxes $ 2,488 $ 35,207 Prepaid insurance 1,862 1,308 Prepaid rent 861 828 Other prepaid expenses 6,224 6,824 Total prepaid expenses and other $ 11,435 $ 44,167 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: September 30, 2019 December 31, 2018 Accrued compensation $ 10,076 $ 11,050 NET Services accrued contract payments 7,672 9,756 Accrued cash settled stock-based compensation 3,325 3,719 Other accrued expenses 11,581 14,666 Total accrued expenses $ 32,654 $ 39,191 |
Restructuring and Related Reorg
Restructuring and Related Reorganization Costs | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Organization Costs | Restructuring and Related Reorganization Costs On April 11, 2018, the Company announced the Organizational Consolidation to transfer all job responsibilities previously performed by employees of the holding company to LogistiCare and to close the corporate offices in Stamford, Connecticut and Tucson, Arizona. The Company adopted an employee retention plan designed to retain the holding company level employees during the transition. The employee retention plan became effective on April 9, 2018 and provided for certain payments and benefits to those employees if they remained employed with the Company through a retention date established for each individual, subject to a fully executed retention letter. The Organizational Consolidation was completed during the second quarter of 2019. A total o f $613 and $3,714 in restructuring and related costs was incurred during the three and nine months ended September 30, 2019, respectively, related to the Organizational Consolidation. These costs include, respectively, $145 and $2,356 of r etention and personnel costs, $0 and $282 of stock-based compensation expense, $0 and $237 of depreciation and $468 and $839 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 operations. A total of $12,522 in restructuring and related costs was incurred on a cumulative basis through September 30, 2019 related to the Organizational Consolidation. These costs include $7,454 of retention and personnel costs, $2,013 of stock-based compensation expense, $673 of depreciation and $2,382 of other costs, primarily related to recruiting and l egal costs. The current year restructuring and related costs are recorded as “General and administrative expense” and “Depreciation and amortization” in the accompanying condensed consolidated statements of operations. The summary of the liability for restructuring and related reorganization costs is as follows: January 1, 2019 Costs Cash Payments and Adjustments September 30, 2019 Retention and personnel liability $ 1,956 $ 2,356 $ (4,312) $ — Other liability 398 842 (1,240) — Total $ 2,354 $ 3,198 $ (5,552) $ — January 1, 2018 Costs 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 December 31, 2018 includes $2,124 classified as “Accrued expenses” and $230 classified as “Accounts payable” in the condensed consolidated balance sheets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2019, as described more fully in Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , the Company adopted ASC 842 and recognized lease obligations and associated ROU assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space, related office equipment and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties. Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease. A summary of all lease classifications in our condensed consolidated balance sheet is as follows: Leases Classification September 30, 2019 Assets Operating lease assets Operating lease ROU assets $ 20,266 Finance lease assets Property and equipment, net (1) 603 Total leased assets $ 20,869 Liabilities Current: Operating Current portion of operating lease liabilities $ 6,742 Finance Current portion of long-term obligations 308 Long-term: Operating Operating lease liabilities, less current portion 14,786 Finance Long-term obligations, less current portion 122 Total lease liabilities $ 21,958 (1) Finance leased assets have an accumulated amortization o f $338. As of September 30, 2019, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total Remainder of 2019 $ 2,715 $ 81 $ 2,796 2020 8,452 322 8,774 2021 5,845 27 5,872 2022 4,869 — 4,869 2023 2,891 — 2,891 Thereafter 2,215 $ — 2,215 Total lease payments $ 26,987 $ 430 $ 27,417 Less: interest and accretion (5,459) — (5,459) Present value of minimum lease payments $ 21,528 $ 430 $ 21,958 Less: current portion (6,742) (308) (7,050) Long-term portion $ 14,786 $ 122 $ 14,908 As of December 31, 2018, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total 2019 $ 8,825 $ 718 $ 9,543 2020 6,452 308 6,760 2021 4,594 45 4,639 2022 3,801 — 3,801 2023 1,767 — 1,767 Thereafter 1,600 — 1,600 Total lease payments $ 27,039 $ 1,071 $ 28,110 Lease terms and discount rates are as follows: September 30, 2019 Weighted-average remaining lease term (years): Operating lease costs 3.68 Finance lease cost 1.34 Weighted-average discount rate: Operating lease costs 5.3 % Finance lease cost 3.3 % For the three and nine months ended September 30, 2019, our operating lease costs wer e $2,674 an d $7,877 and are included in "General and administrative expense” on our accompanying condensed consolidated statements of operations. A summary of other lease information is as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Financing cash flows from finance leases $ (75) $ (641) Operating cash flows from operating leases (2,753) (7,956) Amortization of operating leased ROU assets to the operating lease liability 2,523 7,986 ROU assets obtained through operating lease liabilities 3,488 4,770 |
Leases | Leases Effective January 1, 2019, as described more fully in Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , the Company adopted ASC 842 and recognized lease obligations and associated ROU assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space, related office equipment and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties. Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease. A summary of all lease classifications in our condensed consolidated balance sheet is as follows: Leases Classification September 30, 2019 Assets Operating lease assets Operating lease ROU assets $ 20,266 Finance lease assets Property and equipment, net (1) 603 Total leased assets $ 20,869 Liabilities Current: Operating Current portion of operating lease liabilities $ 6,742 Finance Current portion of long-term obligations 308 Long-term: Operating Operating lease liabilities, less current portion 14,786 Finance Long-term obligations, less current portion 122 Total lease liabilities $ 21,958 (1) Finance leased assets have an accumulated amortization o f $338. As of September 30, 2019, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total Remainder of 2019 $ 2,715 $ 81 $ 2,796 2020 8,452 322 8,774 2021 5,845 27 5,872 2022 4,869 — 4,869 2023 2,891 — 2,891 Thereafter 2,215 $ — 2,215 Total lease payments $ 26,987 $ 430 $ 27,417 Less: interest and accretion (5,459) — (5,459) Present value of minimum lease payments $ 21,528 $ 430 $ 21,958 Less: current portion (6,742) (308) (7,050) Long-term portion $ 14,786 $ 122 $ 14,908 As of December 31, 2018, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total 2019 $ 8,825 $ 718 $ 9,543 2020 6,452 308 6,760 2021 4,594 45 4,639 2022 3,801 — 3,801 2023 1,767 — 1,767 Thereafter 1,600 — 1,600 Total lease payments $ 27,039 $ 1,071 $ 28,110 Lease terms and discount rates are as follows: September 30, 2019 Weighted-average remaining lease term (years): Operating lease costs 3.68 Finance lease cost 1.34 Weighted-average discount rate: Operating lease costs 5.3 % Finance lease cost 3.3 % For the three and nine months ended September 30, 2019, our operating lease costs wer e $2,674 an d $7,877 and are included in "General and administrative expense” on our accompanying condensed consolidated statements of operations. A summary of other lease information is as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Financing cash flows from finance leases $ (75) $ (641) Operating cash flows from operating leases (2,753) (7,956) Amortization of operating leased ROU assets to the operating lease liability 2,523 7,986 ROU assets obtained through operating lease liabilities 3,488 4,770 |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 9 Months Ended |
Sep. 30, 2019 | |
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”), restricted stock units ("RSUs") and performance based restricted stock units (“PRSUs”). The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the three and nine months ended September 30, 2019 and 2018: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 General and administrative expense $ 855 $ 1,927 $ 4,247 $ 6,209 Equity in net loss (income) of investee — (24) — 137 Total stock-based compensation $ 855 $ 1,903 $ 4,247 $ 6,346 On September 20, 2019, the Company granted 46,865 RSUs and 88,264 stock options to executive management and key employees of the Company at a price of $58.84, which was the closing price of the Company’s common stock on the grant date. The RSUs and options will vest over 3.5 years with (i) 33.3% of the options vesting on March 15, 2021, (ii) 33.3% of the options vesting on March 15, 2022, and (iii) 33.4% of the options vesting on March 15, 2023. There are a few employee exceptions to the vesting schedule. For these employees, the RSUs and options are subject to vesting over the period designated in the respective employee’s agreements. As there is no expiration date, the RSUs can be exercised at any point in the future subject to the vesting period designation in the employee’s agreements. The options have an expiration date of September 20, 2024. At September 30, 2019, the Company had 620,859 s tock options outstanding with a weighted-average exercise price of $62.72. T he Company also had 49,295 unvested RSAs and 46,865 RSUs outstanding at September 30, 2019 with a weighted-average grant date fair value of $61.95 and $58.84, respectively. Awards Granted to the Interim Chief Executive Officer On February 1, 2019, the Company entered into an agreement for a base salary and the eligibility of a cash bonus with R. Carter Pate for his continued employment as the Company’s Interim CEO through December 31, 2019. In addition, the agreement granted Mr. Pate an award of 23,317 shares of restricted stock (the “Restricted Shares”), representing a value of $1,500 based on the closing price per share of the Company’s stock on the grant date. The Restricted Shares will vest if Mr. Pate remains employed with the Company through December 31, 2019. If the Company terminates Mr. Pate’s employment during 2019 because his services are no longer required, the Restricted Shares will vest and Mr. Pate will be entitled to the remaining unpaid portion of his 2019 base salary and payment of the 2019 bonus in an amount based on actual achievement of the performance measures. If a change in control of the Company occurs during 2019, the Restricted Shares will vest and Mr. Pate will be entitled to the remaining unpaid portion of his 2019 base salary and payment of the 2019 bonus at the target level. 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 months ended September 30, 2019 and September 30, 2018, the Company r ecorded $371 o f stock-based compensation expense and recorded a benefit of $2,191 for cash-settled awards, respectively. During the nine months ended September 30, 2019 and September 30, 2018, the Company reco rded $203 of stock-based compensation benefit and recorded expense of $1,435 for cash-settled awards, respectively. The expense and benefit for cash-settled awards is included as “General and administrative expense” in the accompanying condensed consolidated statements of operations. As the instruments are accounted for as liability awards, the income or expense recorded for the three and nine months ended September 30, 2019 and 2018 is almost entirely attributable to the Company’s change in stock price from the previous reporting peri od. The liability for unexercised cash-settled share-based payment awards of $3,325 and $3,719 at September 30, 2019 and December 31, 2018, respectively, is reflected in “Accrued expenses” in the condensed consolidated balance sheets. At September 30, 2019, the Company ha d 4,234 SEUs a nd 200,000 s tock option equivalent units outstanding. Long-Term Incentive Plans In connection with the acquisition of Circulation during 2018, the Company established a management incentive plan (“MIP”) intended to motivate key employees of Circulation. During the three months ended March 31, 2019, the MIP was amended to remove the previously included performance requirements and to provide for a total fixed payment of $12,000 to the group of MIP participants. The payout date is within 30 days following the finalization of the Company’s audited financial statements for the fiscal year ending December 31, 2021 and the payout is subject to the participant remaining employed by the Company through December 31, 2021, except for certain termination scenarios. As of September 30, 2019 and December 31, 2018, the Company has accru ed $3,769 an |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table details the computation of basic and diluted earnings (loss) per share: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net income attributable to Providence $ 8,154 $ 7,154 $ 7,024 $ 1,371 Less dividends on convertible preferred stock (1,109) (1,113) (3,295) (3,310) Less income allocated to participating securities (941) (817) (499) — Net income (loss) available to common stockholders $ 6,104 $ 5,224 $ 3,230 $ (1,939) Continuing operations $ 6,473 $ 7,787 $ 2,762 $ 16,087 Discontinued operations (369) (2,563) 468 (18,026) Net income (loss) available to common stockholders $ 6,104 $ 5,224 $ 3,230 $ (1,939) Denominator: Denominator for basic earnings per share -- weighted-average shares 12,993,934 12,865,777 12,956,222 12,992,403 Effect of dilutive securities: Common stock options 10,515 61,345 21,376 76,737 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,004,449 12,927,122 12,977,598 13,069,140 Basic earnings (loss) per share: Continuing operations $ 0.50 $ 0.61 $ 0.21 $ 1.24 Discontinued operations (0.03) (0.20) 0.04 (1.39) Basic earnings (loss) per share $ 0.47 $ 0.41 $ 0.25 $ (0.15) Diluted earnings (loss) per share: Continuing operations $ 0.50 $ 0.60 $ 0.21 $ 1.23 Discontinued operations (0.03) (0.20) 0.04 (1.38) Diluted earnings (loss) per share $ 0.47 $ 0.40 $ 0.25 $ (0.15) 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, 2019 2018 Stock options to purchase common stock 420,846 358,310 Convertible preferred stock 799,969 801,935 Nine months ended 2019 2018 Stock options to purchase common stock 499,611 333,030 Convertible preferred stock 800,983 802,762 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 was 37.3% and 37.8%, respectively. The effective tax rate from continuing operations for the three and nine months ended September 30, 2018 was 27.4% and 26.1%, respectively. These effective tax rates were higher than the U.S. federal statutory rate of 21.0% primarily due to state income ta xes and certain non-deductible expenses offset, in part, by the favorable impact of stock option deductions. For 2018, 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. During 2019, the Company received refunds from the Internal Revenue Service (“IRS”) totaling $30,756 resulting from the carryback of losses from the 2018 sale of its workforce development segment. The IRS subsequently informed the Company that its 2015-2018 tax returns will be examined. This examination began in October 2019 and will include a mandated review by a joint committee of Congress due to the size of the refund received. As discussed in Note 15, Discontinued Operations , the Company transferred its operations in Saudi Arabia to its contractual counterparties on January 1, 2019. In connection with the dissolution of its Saudi Arabia legal entity, the Company is protesting withholding tax and income tax assessments for the years 2012 through 2017. The Company does not believe this will have a material adverse effect on its financial condition or results of discontinued operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Debt On July 12, 2019, the Company and certain of its subsidiaries entered into the Sixth 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 extended the maturity date of the Credit Agreement to August 2, 2020. As of September 30, 2019, the Company had no amounts outstanding under the Credit Agreement. 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 the Company. On January 21, 2019, the United States District Court for the Southern District of Ohio unsealed a qui tam complaint, filed in December 2015, against Mobile Care Group, Inc., Mobile Care Group of Ohio, LLC, Mobile Care EMS & Transport, Inc. and LogistiCare Solutions, LLC (“LogistiCare”) by Brandee White, Laura Cunningham, and Jeffery Wisier (the “Relators”) alleging violations of the federal False Claims Act by presenting claims for payment to government healthcare programs knowing that the prerequisites for such claims to be paid had not been met. The Relators seek to recover damages, fees and costs under the federal False Claims Act including treble damages, civil penalties and attorneys’ fees. In addition, the Relators seek reinstatement to their jobs with the Mobile Care entities. None of the Relators was employed by LogistiCare. Prior to January 21, 2019, LogistiCare had no knowledge of the complaint. The federal government has declined to intervene against LogistiCare. The Company filed a motion to dismiss the Complaint on April 22, 2019, and believes that the case will not have a material adverse effect on its business, financial condition or results of operations. On March 1, 2019, Meher Patel filed suit against the Company in the Superior Court of the State of California, Tuolumne County, on behalf of herself and as a class action on behalf of others similarly situated, asserting violations under the California Labor Code relating to the alleged failure by LogistiCare to comply with certain applicable state wage and related employment requirements, as well as claims of breach of contract and breach of the implied covenant of good faith and fair dealing. The plaintiff seeks to recover an unspecified amount of damages and penalties, as well as certification as a class action. On September 6, 2019, Ms. Patel amended her complaint to add Provado Mobile Health, a Company subsidiary, as a party to the suit. No amounts have been accrued for any potential losses under this matter, as management cannot reasonably predict the outcome of the litigation or any potential losses. The Company and its subsidiary intend to defend the litigation vigorously. Although the outcome of such matter is inherently uncertain and may be materially adverse, based on current information, the Company does not expect the case to have a material adverse effect on the Company’s business, financial condition or results of operations. In Lynch v. Ride Plus et al ., a putative class action lawsuit pending in the Superior Court for the County of San Diego, California, a former Ride Plus driver has sought to represent all Ride Plus drivers in California on claims that they were misclassified as independent contractors and that, among other things, they were not paid minimum wages, overtime wages, meal period premiums and rest period premiums. The Company has not yet been served with the complaint but intends to vigorously defend the claims. At this early stage in the litigation, it is impossible to predict with any certainty whether plaintiff will succeed in getting the court to certify a class, whether she and the class will prevail on their claims, or what they might recover. Indemnifications The Company provided certain standard indemnifications in connection with the sale of the Human Services segment to Molina Healthcare Inc. (“Molina”) effective November 1, 2015. Certain representations made by the Company in the related Membership Interest Purchase Agreement (the “Purchase Agreement”) including tax representations, survive until the expiration of applicable statutes of limitation. 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. The Company expects to recover a portion of the settlement through insurance coverage, although this cannot be assured. The Company has provided certain standard indemnifications in connection with its Matrix stock subscription transaction whereby Mercury Fortuna Buyer, LLC (“Subscriber”), Providence and Matrix entered into a stock subscription agreement (the “Subscription Agreement”), dated August 28, 2016. The representations and warranties made by the Company in the Subscription Agreement ended January 19, 2018; however, certain fundamental representations survive through the 36th month following the closing date. The covenants and agreements of the parties to be performed prior to the closing ended January 19, 2018, and all other covenants and agreements survive until the expiration of the applicable statute of limitations in the event of a breach, or for such lesser periods specified therein. The Company is not aware of any indemnification liabilities with respect to Matrix that require accrual at September 30, 2019. The Company has provided certain standard indemnifications in connection with the sale of substantially all of its WD Services segment to Advanced Personnel Management Global Pty Ltd of Australia (“APM”), which closed on December 21, 2018. The non-title warranties made by the Company in the related Share Purchase Agreement survive for 18 months following the closing date, and the title-related warranties and tax warranties survive five years from the closing date. The Company is not aware of any indemnification liabilities with respect to the former WD Services segment that require accrual at September 30, 2019. 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, 2019 collectively held approximatel y 9.5% of the Company’s outstanding common stock and approximat ely 95.7% 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 |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties Convertible preferred stock dividends earned by the Coliseum Stockholders during the three months ended September 30, 2019 and 2018 totaled $1,062 in both periods. Convertible preferred stock dividends earned by the Coliseum Stockholders during the nine months ended September 30, 2019 and 2018 totaled $3,151 in both periods. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations 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. 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. On November 1, 2015, the Company completed the sale of its Human Services segment. During the three and nine months ended September 30, 2019 and 2018, the Company recorded additional expenses related to the Human Services segment, principally related to previously disclosed legal proceedings. Results of Operations The following tables summarize the results of operations classified as discontinued operations, net of tax, for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Human Services WD Services Total Discontinued Operating expenses: General and administrative (income) expense $ (12) $ 480 $ 468 Total operating (income) expense (12) 480 468 Operating income (loss) 12 (480) (468) Income (loss) from discontinued operations before income taxes 12 (480) (468) (Provision) benefit for income taxes (3) 45 42 Income (loss) from discontinued operations, net of tax $ 9 $ (435) $ (426) Nine Months Ended September 30, 2019 Human Services WD Services Total Discontinued Operating expenses: General and administrative expense (income) $ 205 $ (1,617) $ (1,412) Total operating expense (income) 205 (1,617) (1,412) Operating (loss) income (205) 1,617 1,412 (Loss) income from discontinued operations before income taxes (205) 1,617 1,412 Benefit (provision) for income taxes 50 (922) (872) (Loss) income from discontinued operations, net of tax $ (155) $ 695 $ 540 Three Months Ended September 30, 2018 Human Services WD Services Total Discontinued Service revenue, net $ — $ 77,548 $ 77,548 Operating expenses: Service expense — 70,911 70,911 General and administrative expense (721) 6,344 5,623 Depreciation and amortization — 2,861 2,861 Total operating (income) expenses (721) 80,116 79,395 Operating income (loss) 721 (2,568) (1,847) Other income (expense): Other expense — (669) (669) Interest expense, net — (97) (97) Gain on foreign currency transactions — 178 178 Equity in net gain of investee — 29 29 Income (loss) from discontinued operations before income taxes 721 (3,127) (2,406) Provision for income taxes (179) (379) (558) Income (loss) from discontinued operations, net of tax $ 542 $ (3,506) $ (2,964) Nine Months Ended September 30, 2018 Human Services WD Services Total Discontinued Service revenue, net $ — $ 214,956 $ 214,956 Operating expenses: Service expense — 192,390 192,390 General and administrative expense (645) 21,969 21,324 Asset impairment charge — 9,203 9,203 Depreciation and amortization — 9,210 9,210 Total operating (income) expenses (645) 232,772 232,127 Operating income (loss) 645 (17,816) (17,171) Other income (expense): Other expense — (669) (669) Interest expense, net — (109) (109) Gain on foreign currency transactions — 807 807 Equity in net gain of investee — 80 80 Income (loss) from discontinued operations before income taxes 645 (17,707) (17,062) Provision for income taxes (160) (804) (964) Income (loss) from discontinued operations, net of tax $ 485 $ (18,511) $ (18,026) Assets and liabilities The following table summarizes the carrying amounts of the major classes of assets and liabilities of discontinued operations in the condensed consolidated balance sheets as o f September 30, 2019 a nd December 31, 2018. Amounts represent the accounts of WD Services operations in Saudi Arabia, which were not sold as part of the WD Services sale. September 30, December 31, 2019 2018 Cash and cash equivalents $ 250 $ 2,321 Accounts receivable, net of allowance of $0 in 2019 and $3,460 in 2018 — 4,316 Prepaid expenses and other 72 414 Current assets of discontinued operations $ 322 $ 7,051 Accounts payable $ 22 $ 486 Accrued expenses 1,224 2,771 Current liabilities of discontinued operations $ 1,246 $ 3,257 Deferred tax liabilities $ 639 $ — Noncurrent liabilities of discontinued operations $ 639 $ — Cash Flow Information The following table presents cash flow information of the discontinued operations for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 WD Services Segment Cash flow information from discontinued operating activities: Deferred income taxes $ 639 Nine Months Ended September 30, 2018 WD Services Segment Cash flow information from discontinued operating activities: Depreciation $ 5,300 Amortization 3,910 Stock-based compensation 6 Deferred income taxes (1,256) Cash flows from discontinued investing activities: Purchase of property and equipment $ 4,611 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | SegmentsEffective January 1, 2019, the Company substantially completed its Organizational Consolidation changing from a holding company that previously owned a portfolio of companies to an operating company structure that provides NET services and has an investment in Matrix. As a result, beginning January 1, 2019, the Company’s chief operating decision maker reviews financial performance and allocates resources based on two segments as follows: • NET Services - which operates primarily under the brands LogistiCare and Circulation, is the largest manager of NET programs for state governments and MCOs in the U.S and includes the Company’s activities for executive, accounting, finance, internal audit, tax, legal, certain strategic and development functions and the Company’s captive insurance company. • Matrix Investment - which consists of a minority investment in Matrix, provides a broad array of assessment and care management services that improve health outcomes for individuals and financial performance for health plans. Matrix’s national network of community-based clinicians deliver in-home services while its fleet of mobile health clinics provide community-based care with advance diagnostic capabilities. We have reclassified prior period segment amounts to conform to the current presentation, which are summarized as follows: Three Months Ended September 30, 2018 As Previously Reported (1) Segment Reclassification Other Reclassification (Note 1) As Reported General and administrative : NET Services $ 3,904 $ 5,955 $ 7,186 $ 17,045 Corporate and Other 5,955 (5,955) — — Depreciation and amortization: NET Services 3,543 237 — 3,780 Corporate and Other 237 (237) — — Operating income (loss) : NET Services 15,627 (6,192) — 9,435 Corporate and Other (6,192) 6,192 — — (1) Adjusted for discontinued operations, as described in Note 15. Nine Months Ended September 30, 2018 As Previously Reported (1) Segment Reclassification Other Reclassification (Note 1) As Reported General and administrative: NET Services $ 9,121 $ 22,802 $ 21,158 $ 53,081 Corporate and Other 22,802 (22,802) — — Service expense Net Services 955,796 (271) (21,158) 934,367 Corporate and Other (271) 271 — — Depreciation and amortization: NET Services 10,548 559 — 11,107 Corporate and Other 559 (559) — — Operating income (loss): NET Services 48,060 (23,090) — 24,970 Corporate and Other (23,090) 23,090 — — The following tables set forth certain financial information from continuing operations attributable to the Company’s business segments: Three months ended September 30, 2019 NET Services Matrix Total Service revenue, net $ 393,385 $ — $ 393,385 Service expense 356,271 — 356,271 General and administrative expense 15,979 — 15,979 Depreciation and amortization 4,148 — 4,148 Operating income $ 16,987 $ — $ 16,987 Equity in net loss of investee $ — $ (3,188) $ (3,188) September 30, 2019 Total assets (continuing operations) $ 465,688 $ 154,532 $ 620,220 Nine Months Ended September 30, 2019 NET Services Matrix Total Service revenue, net $ 1,125,111 $ — $ 1,125,111 Service expense 1,042,717 — 1,042,717 General and administrative expense 52,241 — 52,241 Asset impairment charge — — — Depreciation and amortization 12,976 — 12,976 Operating income $ 17,177 $ — $ 17,177 Equity in net loss of investee $ — $ (6,159) $ (6,159) Three months ended September 30, 2018 NET Services Matrix Total Service revenue, net $ 343,771 $ — $ 343,771 Service expense 313,511 — 313,511 General and administrative expense 17,045 — 17,045 Asset impairment charge — — — Depreciation and amortization 3,780 — 3,780 Operating income $ 9,435 $ — $ 9,435 Equity in net loss of investee $ — $ (1,587) $ (1,587) Nine Months Ended September 30, 2018 NET Services Matrix Total Service revenue, net $ 1,024,203 $ — $ 1,024,203 Service expense 934,367 — 934,367 General and administrative expense 53,081 — 53,081 Asset impairment charge 678 — 678 Depreciation and amortization 11,107 — 11,107 Operating income $ 24,970 $ — $ 24,970 Equity in net loss of investee $ — $ (4,106) $ (4,106) |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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 accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company’s 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 in the preparation of these 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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these condensed consolidated financial statements. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. The 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, 2018. |
Reclassifications | Reclassifications In conjunction with the change in the Company’s organizational structure as described in Note 16, Segments , we reclassified certain costs between “General and administrative expense” and “Service expense” on our accompanying condensed consolidated statements of operations as summarized below: Three Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 320,697 $ (7,186) $ 313,511 General and administrative expense 9,859 7,186 17,045 Nine Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 955,523 $ (21,156) $ 934,367 General and administrative expense 31,925 21,156 53,081 (1) Adjusted for discontinued operations, as described in Note 15. |
New Accounting Pronouncements | The Company adopted the following accounting pronouncements during the nine months ended September 30, 2019: 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 replaced 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 leasing contract. 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 are required to recognize a lease liability and right-of-use ( “ ROU ” ) asset for all leases (with the exception of short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the condensed consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. At January 1, 2019, the Company recorded $23,165 and $24,491 of additional ROU leased assets and liabilities, respectively, on its condensed consolidated balance sheet. The adoption did not have a material impact on the statement of operations. See Note 9, Leases , for further information. 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 Company adopted this new rule in the quarter ended March 31, 2019 by including the condensed consolidated statements of stockholders’ equity. Recent accounting pronouncements that the Company has yet to adopt are as follows: 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 does not expect the adoption of this guidance will have a material impact on its consolidated financial statements or disclosures. 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. ASU 2018-13 requires certain disclosures to be applied on a retrospective basis and others on a prospective basis. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements or disclosures. 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”). ASU 2018-15 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 has elected to apply a prospective transition approach and will therefore apply the transition requirements to any eligible costs incurred after adoption. The Company is not aware of any material costs to be incurred subsequent to the adoption date. However, the Company will continue to evaluate the impact of ASU 2018-15 on its consolidated financial statements until adoption. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prior Period Adjustments | In conjunction with the change in the Company’s organizational structure as described in Note 16, Segments , we reclassified certain costs between “General and administrative expense” and “Service expense” on our accompanying condensed consolidated statements of operations as summarized below: Three Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 320,697 $ (7,186) $ 313,511 General and administrative expense 9,859 7,186 17,045 Nine Months Ended September 30, 2018 As Previously Reported (1) Reclassifications As Reported Service expense $ 955,523 $ (21,156) $ 934,367 General and administrative expense 31,925 21,156 53,081 (1) Adjusted for discontinued operations, as described in Note 15. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes disaggregated revenue from contracts with customers by contract type for NET Services: Three months ended September 30, 2019 Three Months Ended September 30, 2018 State Medicaid agency contracts $ 196,891 $ 183,661 Managed care organization contracts 196,494 160,110 Total Service revenue, net $ 393,385 $ 343,771 Capitated contracts $ 334,549 $ 297,808 Non-capitated contracts 58,836 45,963 Total Service revenue, net $ 393,385 $ 343,771 Nine months ended September 30, 2019 Nine months ended September 30, 2018 State Medicaid agency contracts $ 551,632 $ 544,409 Managed care organization contracts 573,479 479,794 Total Service revenue, net $ 1,125,111 $ 1,024,203 Capitated contracts $ 947,811 $ 869,203 Non-capitated contracts 177,300 155,000 Total Service revenue, net $ 1,125,111 $ 1,024,203 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net: September 30, 2019 December 31, 2018 Accounts receivable $ 139,897 $ 101,340 NET Services’ reconciliation contract receivable 61,851 48,270 Allowance for doubtful accounts (3,516) (1,854) $ 198,232 $ 147,756 |
Other Account Liabilities | The following table provides information about other accounts included on the accompanying condensed consolidated balance sheets: September 30, 2019 December 31, 2018 Accrued contract payments, included in “ accrued expenses ” $ 7,672 $ 9,756 Deferred revenue, current 231 562 Deferred revenue, long-term, included in “ other long-term liabilities ” 808 963 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 September 30, 2018 Cash and cash equivalents $ 40,637 $ 47,492 Restricted cash, current 833 1,624 Current assets of discontinued operations 250 — Restricted cash, less current portion — 3,132 Cash, cash equivalents and restricted cash $ 41,720 $ 52,248 |
Equity Investment (Tables)
Equity Investment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Current assets $ 70,888 $ 61,565 Long-term assets 694,604 719,450 Current liabilities 31,342 27,619 Long-term liabilities 366,491 373,159 Three Months ended September 30, 2019 Three months ended September 30, 2018 Revenue $ 71,663 $ 70,522 Operating (loss) income (2,640) 1,492 Net loss (6,906) (4,351) Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue $ 210,807 $ 216,361 Operating (loss) income (542) 5,330 Net loss (15,054) (13,736) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Prepaid income taxes $ 2,488 $ 35,207 Prepaid insurance 1,862 1,308 Prepaid rent 861 828 Other prepaid expenses 6,224 6,824 Total prepaid expenses and other $ 11,435 $ 44,167 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: September 30, 2019 December 31, 2018 Accrued compensation $ 10,076 $ 11,050 NET Services accrued contract payments 7,672 9,756 Accrued cash settled stock-based compensation 3,325 3,719 Other accrued expenses 11,581 14,666 Total accrued expenses $ 32,654 $ 39,191 |
Restructuring and Related Reo_2
Restructuring and Related Reorganization Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The summary of the liability for restructuring and related reorganization costs is as follows: January 1, 2019 Costs Cash Payments and Adjustments September 30, 2019 Retention and personnel liability $ 1,956 $ 2,356 $ (4,312) $ — Other liability 398 842 (1,240) — Total $ 2,354 $ 3,198 $ (5,552) $ — January 1, 2018 Costs 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 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease Classifications | A summary of all lease classifications in our condensed consolidated balance sheet is as follows: Leases Classification September 30, 2019 Assets Operating lease assets Operating lease ROU assets $ 20,266 Finance lease assets Property and equipment, net (1) 603 Total leased assets $ 20,869 Liabilities Current: Operating Current portion of operating lease liabilities $ 6,742 Finance Current portion of long-term obligations 308 Long-term: Operating Operating lease liabilities, less current portion 14,786 Finance Long-term obligations, less current portion 122 Total lease liabilities $ 21,958 (1) Finance leased assets have an accumulated amortization o f $338. |
Maturities of Operating Lease Liabilities | As of September 30, 2019, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total Remainder of 2019 $ 2,715 $ 81 $ 2,796 2020 8,452 322 8,774 2021 5,845 27 5,872 2022 4,869 — 4,869 2023 2,891 — 2,891 Thereafter 2,215 $ — 2,215 Total lease payments $ 26,987 $ 430 $ 27,417 Less: interest and accretion (5,459) — (5,459) Present value of minimum lease payments $ 21,528 $ 430 $ 21,958 Less: current portion (6,742) (308) (7,050) Long-term portion $ 14,786 $ 122 $ 14,908 |
Maturities of Financing Lease Liabilities | As of September 30, 2019, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total Remainder of 2019 $ 2,715 $ 81 $ 2,796 2020 8,452 322 8,774 2021 5,845 27 5,872 2022 4,869 — 4,869 2023 2,891 — 2,891 Thereafter 2,215 $ — 2,215 Total lease payments $ 26,987 $ 430 $ 27,417 Less: interest and accretion (5,459) — (5,459) Present value of minimum lease payments $ 21,528 $ 430 $ 21,958 Less: current portion (6,742) (308) (7,050) Long-term portion $ 14,786 $ 122 $ 14,908 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2018, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total 2019 $ 8,825 $ 718 $ 9,543 2020 6,452 308 6,760 2021 4,594 45 4,639 2022 3,801 — 3,801 2023 1,767 — 1,767 Thereafter 1,600 — 1,600 Total lease payments $ 27,039 $ 1,071 $ 28,110 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2018, maturities of lease liabilities are as follows: Operating Leases Finance Leases Total 2019 $ 8,825 $ 718 $ 9,543 2020 6,452 308 6,760 2021 4,594 45 4,639 2022 3,801 — 3,801 2023 1,767 — 1,767 Thereafter 1,600 — 1,600 Total lease payments $ 27,039 $ 1,071 $ 28,110 |
Components of Lease Expense | Lease terms and discount rates are as follows: September 30, 2019 Weighted-average remaining lease term (years): Operating lease costs 3.68 Finance lease cost 1.34 Weighted-average discount rate: Operating lease costs 5.3 % Finance lease cost 3.3 % For the three and nine months ended September 30, 2019, our operating lease costs wer e $2,674 an d $7,877 and are included in "General and administrative expense” on our accompanying condensed consolidated statements of operations. A summary of other lease information is as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Financing cash flows from finance leases $ (75) $ (641) Operating cash flows from operating leases (2,753) (7,956) Amortization of operating leased ROU assets to the operating lease liability 2,523 7,986 ROU assets obtained through operating lease liabilities 3,488 4,770 |
Stock-Based Compensation and _2
Stock-Based Compensation and Similar Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Compensation [Abstract] | |
Disclosure of Stock-based Compensation by Line Item | The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the three and nine months ended September 30, 2019 and 2018: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 General and administrative expense $ 855 $ 1,927 $ 4,247 $ 6,209 Equity in net loss (income) of investee — (24) — 137 Total stock-based compensation $ 855 $ 1,903 $ 4,247 $ 6,346 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table details the computation of basic and diluted earnings (loss) per share: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Net income attributable to Providence $ 8,154 $ 7,154 $ 7,024 $ 1,371 Less dividends on convertible preferred stock (1,109) (1,113) (3,295) (3,310) Less income allocated to participating securities (941) (817) (499) — Net income (loss) available to common stockholders $ 6,104 $ 5,224 $ 3,230 $ (1,939) Continuing operations $ 6,473 $ 7,787 $ 2,762 $ 16,087 Discontinued operations (369) (2,563) 468 (18,026) Net income (loss) available to common stockholders $ 6,104 $ 5,224 $ 3,230 $ (1,939) Denominator: Denominator for basic earnings per share -- weighted-average shares 12,993,934 12,865,777 12,956,222 12,992,403 Effect of dilutive securities: Common stock options 10,515 61,345 21,376 76,737 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,004,449 12,927,122 12,977,598 13,069,140 Basic earnings (loss) per share: Continuing operations $ 0.50 $ 0.61 $ 0.21 $ 1.24 Discontinued operations (0.03) (0.20) 0.04 (1.39) Basic earnings (loss) per share $ 0.47 $ 0.41 $ 0.25 $ (0.15) Diluted earnings (loss) per share: Continuing operations $ 0.50 $ 0.60 $ 0.21 $ 1.23 Discontinued operations (0.03) (0.20) 0.04 (1.38) Diluted earnings (loss) per share $ 0.47 $ 0.40 $ 0.25 $ (0.15) |
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, 2019 2018 Stock options to purchase common stock 420,846 358,310 Convertible preferred stock 799,969 801,935 Nine months ended 2019 2018 Stock options to purchase common stock 499,611 333,030 Convertible preferred stock 800,983 802,762 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Human Services WD Services Total Discontinued Operating expenses: General and administrative (income) expense $ (12) $ 480 $ 468 Total operating (income) expense (12) 480 468 Operating income (loss) 12 (480) (468) Income (loss) from discontinued operations before income taxes 12 (480) (468) (Provision) benefit for income taxes (3) 45 42 Income (loss) from discontinued operations, net of tax $ 9 $ (435) $ (426) Nine Months Ended September 30, 2019 Human Services WD Services Total Discontinued Operating expenses: General and administrative expense (income) $ 205 $ (1,617) $ (1,412) Total operating expense (income) 205 (1,617) (1,412) Operating (loss) income (205) 1,617 1,412 (Loss) income from discontinued operations before income taxes (205) 1,617 1,412 Benefit (provision) for income taxes 50 (922) (872) (Loss) income from discontinued operations, net of tax $ (155) $ 695 $ 540 Three Months Ended September 30, 2018 Human Services WD Services Total Discontinued Service revenue, net $ — $ 77,548 $ 77,548 Operating expenses: Service expense — 70,911 70,911 General and administrative expense (721) 6,344 5,623 Depreciation and amortization — 2,861 2,861 Total operating (income) expenses (721) 80,116 79,395 Operating income (loss) 721 (2,568) (1,847) Other income (expense): Other expense — (669) (669) Interest expense, net — (97) (97) Gain on foreign currency transactions — 178 178 Equity in net gain of investee — 29 29 Income (loss) from discontinued operations before income taxes 721 (3,127) (2,406) Provision for income taxes (179) (379) (558) Income (loss) from discontinued operations, net of tax $ 542 $ (3,506) $ (2,964) Nine Months Ended September 30, 2018 Human Services WD Services Total Discontinued Service revenue, net $ — $ 214,956 $ 214,956 Operating expenses: Service expense — 192,390 192,390 General and administrative expense (645) 21,969 21,324 Asset impairment charge — 9,203 9,203 Depreciation and amortization — 9,210 9,210 Total operating (income) expenses (645) 232,772 232,127 Operating income (loss) 645 (17,816) (17,171) Other income (expense): Other expense — (669) (669) Interest expense, net — (109) (109) Gain on foreign currency transactions — 807 807 Equity in net gain of investee — 80 80 Income (loss) from discontinued operations before income taxes 645 (17,707) (17,062) Provision for income taxes (160) (804) (964) Income (loss) from discontinued operations, net of tax $ 485 $ (18,511) $ (18,026) Assets and liabilities The following table summarizes the carrying amounts of the major classes of assets and liabilities of discontinued operations in the condensed consolidated balance sheets as o f September 30, 2019 a nd December 31, 2018. Amounts represent the accounts of WD Services operations in Saudi Arabia, which were not sold as part of the WD Services sale. September 30, December 31, 2019 2018 Cash and cash equivalents $ 250 $ 2,321 Accounts receivable, net of allowance of $0 in 2019 and $3,460 in 2018 — 4,316 Prepaid expenses and other 72 414 Current assets of discontinued operations $ 322 $ 7,051 Accounts payable $ 22 $ 486 Accrued expenses 1,224 2,771 Current liabilities of discontinued operations $ 1,246 $ 3,257 Deferred tax liabilities $ 639 $ — Noncurrent liabilities of discontinued operations $ 639 $ — Cash Flow Information The following table presents cash flow information of the discontinued operations for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 WD Services Segment Cash flow information from discontinued operating activities: Deferred income taxes $ 639 Nine Months Ended September 30, 2018 WD Services Segment Cash flow information from discontinued operating activities: Depreciation $ 5,300 Amortization 3,910 Stock-based compensation 6 Deferred income taxes (1,256) Cash flows from discontinued investing activities: Purchase of property and equipment $ 4,611 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Financial Information Attributable to the Company's Business Segments | We have reclassified prior period segment amounts to conform to the current presentation, which are summarized as follows: Three Months Ended September 30, 2018 As Previously Reported (1) Segment Reclassification Other Reclassification (Note 1) As Reported General and administrative : NET Services $ 3,904 $ 5,955 $ 7,186 $ 17,045 Corporate and Other 5,955 (5,955) — — Depreciation and amortization: NET Services 3,543 237 — 3,780 Corporate and Other 237 (237) — — Operating income (loss) : NET Services 15,627 (6,192) — 9,435 Corporate and Other (6,192) 6,192 — — (1) Adjusted for discontinued operations, as described in Note 15. Nine Months Ended September 30, 2018 As Previously Reported (1) Segment Reclassification Other Reclassification (Note 1) As Reported General and administrative: NET Services $ 9,121 $ 22,802 $ 21,158 $ 53,081 Corporate and Other 22,802 (22,802) — — Service expense Net Services 955,796 (271) (21,158) 934,367 Corporate and Other (271) 271 — — Depreciation and amortization: NET Services 10,548 559 — 11,107 Corporate and Other 559 (559) — — Operating income (loss): NET Services 48,060 (23,090) — 24,970 Corporate and Other (23,090) 23,090 — — The following tables set forth certain financial information from continuing operations attributable to the Company’s business segments: Three months ended September 30, 2019 NET Services Matrix Total Service revenue, net $ 393,385 $ — $ 393,385 Service expense 356,271 — 356,271 General and administrative expense 15,979 — 15,979 Depreciation and amortization 4,148 — 4,148 Operating income $ 16,987 $ — $ 16,987 Equity in net loss of investee $ — $ (3,188) $ (3,188) September 30, 2019 Total assets (continuing operations) $ 465,688 $ 154,532 $ 620,220 Nine Months Ended September 30, 2019 NET Services Matrix Total Service revenue, net $ 1,125,111 $ — $ 1,125,111 Service expense 1,042,717 — 1,042,717 General and administrative expense 52,241 — 52,241 Asset impairment charge — — — Depreciation and amortization 12,976 — 12,976 Operating income $ 17,177 $ — $ 17,177 Equity in net loss of investee $ — $ (6,159) $ (6,159) Three months ended September 30, 2018 NET Services Matrix Total Service revenue, net $ 343,771 $ — $ 343,771 Service expense 313,511 — 313,511 General and administrative expense 17,045 — 17,045 Asset impairment charge — — — Depreciation and amortization 3,780 — 3,780 Operating income $ 9,435 $ — $ 9,435 Equity in net loss of investee $ — $ (1,587) $ (1,587) Nine Months Ended September 30, 2018 NET Services Matrix Total Service revenue, net $ 1,024,203 $ — $ 1,024,203 Service expense 934,367 — 934,367 General and administrative expense 53,081 — 53,081 Asset impairment charge 678 — 678 Depreciation and amortization 11,107 — 11,107 Operating income $ 24,970 $ — $ 24,970 Equity in net loss of investee $ — $ (4,106) $ (4,106) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Service Expense and General and Administrative Expense [Line Items] | ||||
Service expense | $ 356,271 | $ 313,511 | $ 1,042,717 | $ 934,367 |
General and administrative expense | $ 15,979 | 17,045 | $ 52,241 | 53,081 |
As Previously Reported | ||||
Service Expense and General and Administrative Expense [Line Items] | ||||
Service expense | 320,697 | 955,523 | ||
General and administrative expense | 9,859 | 31,925 | ||
Reclassifications | ||||
Service Expense and General and Administrative Expense [Line Items] | ||||
Service expense | (7,186) | (21,156) | ||
General and administrative expense | $ 7,186 | $ 21,156 |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Operating lease right-of-use assets | $ 20,266 | $ 23,165 | $ 0 |
Operating Lease, Liability | $ 21,528 | $ 24,491 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 393,385 | $ 343,771 | $ 1,125,111 | $ 1,024,203 |
NET Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 393,385 | 343,771 | 1,125,111 | 1,024,203 |
NET Services | State Medicaid agency contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 196,891 | 183,661 | 551,632 | 544,409 |
NET Services | Managed care organization contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 196,494 | 160,110 | 573,479 | 479,794 |
NET Services | Capitated contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | 334,549 | 297,808 | 947,811 | 869,203 |
NET Services | Non-capitated contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Service revenue, net | $ 58,836 | $ 45,963 | $ 177,300 | $ 155,000 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred Revenue | ||||
Revenue recognized | $ 434 | $ 11,602 | ||
NET Services | ||||
Deferred Revenue | ||||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ 15,332 | $ 1,956 | $ 8,460 | $ 5,685 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 139,897 | $ 101,340 |
NET Services’ reconciliation contract receivable | 61,851 | 48,270 |
Allowance for doubtful accounts | (3,516) | (1,854) |
Accounts receivable, net | $ 198,232 | $ 147,756 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Other Accounts (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Accrued contract payments, included in “accrued expenses” | $ 7,672 | $ 9,756 |
Deferred revenue, current | 231 | 562 |
Deferred revenue, long-term, included in “other long-term liabilities” | $ 808 | $ 963 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 40,637 | $ 5,678 | $ 47,492 | |
Restricted cash, current | 833 | 1,482 | 1,624 | |
Current assets of discontinued operations | 250 | 0 | ||
Restricted cash, less current portion | 0 | 2,886 | 3,132 | |
Cash, cash equivalents and restricted cash | $ 41,720 | $ 12,367 | $ 52,248 | $ 101,606 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Equity investment | $ 154,532 | $ 161,503 |
Matrix | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 43.60% | 43.60% |
Equity investment | $ 154,532 | $ 161,503 |
Equity method investment, ownership percentage | 43.60% | 43.60% |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | |||||||||
Current assets | $ 254,894 | $ 254,894 | $ 210,980 | ||||||
Current liabilities | 165,841 | 165,841 | 142,883 | ||||||
Service revenue, net | 393,385 | $ 343,771 | 1,125,111 | $ 1,024,203 | |||||
Operating (loss) income | 16,987 | 9,435 | 17,177 | 24,970 | |||||
Net loss | 8,154 | $ (1,712) | $ 582 | 7,154 | $ (11,215) | $ 5,430 | 7,024 | 1,371 | |
Matrix | |||||||||
Schedule of Investments [Line Items] | |||||||||
Current assets | 70,888 | 70,888 | 61,565 | ||||||
Long-term assets | 694,604 | 694,604 | 719,450 | ||||||
Current liabilities | 31,342 | 31,342 | 27,619 | ||||||
Long-term liabilities | 366,491 | 366,491 | $ 373,159 | ||||||
Service revenue, net | 71,663 | 70,522 | 210,807 | 216,361 | |||||
Operating (loss) income | (2,640) | 1,492 | (542) | 5,330 | |||||
Net loss | $ (6,906) | $ (4,351) | $ (15,054) | $ (13,736) |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 2,488 | $ 35,207 |
Prepaid insurance | 1,862 | 1,308 |
Prepaid rent | 861 | 828 |
Other prepaid expenses | 6,224 | 6,824 |
Total prepaid expenses and other | $ 11,435 | $ 44,167 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 10,076 | $ 11,050 |
NET Services accrued contract payments | 7,672 | 9,756 |
Accrued cash settled stock-based compensation | 3,325 | 3,719 |
Other accrued expenses | 11,581 | 14,666 |
Total accrued expenses | $ 32,654 | $ 39,191 |
Restructuring and Related Reo_3
Restructuring and Related Reorganization Costs - Narrative (Details) - Corporate Restructuring Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 613 | $ 3,714 | |||
Restructuring reserve | 0 | 0 | $ 2,354 | $ 2,406 | $ 0 |
Restructuring charges incurred to date | 12,522 | 12,522 | |||
Accrued Expenses | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 2,124 | ||||
Accounts Payable | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 230 | ||||
Retention and Personnel Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 145 | 2,356 | |||
Restructuring reserve | 0 | 0 | 1,956 | 1,927 | 0 |
Restructuring charges incurred to date | 7,454 | 7,454 | |||
Acceleration of Stock-Based Compensation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 282 | |||
Restructuring charges incurred to date | 2,013 | 2,013 | |||
Accelerated Depreciation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 237 | |||
Restructuring charges incurred to date | 673 | 673 | |||
Other Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 468 | 839 | |||
Restructuring reserve | 0 | 0 | $ 398 | $ 479 | $ 0 |
Restructuring charges incurred to date | $ 2,382 | $ 2,382 |
Restructuring and Related Reo_4
Restructuring and Related Reorganization Costs - Reserve (Details) - Corporate Restructuring Plan - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 2,354 | $ 0 |
Costs Incurred | 3,198 | 3,303 |
Cash Payments and Adjustments | (5,552) | (897) |
Balance at end of period | 0 | 2,406 |
Retention and personnel liability | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1,956 | 0 |
Costs Incurred | 2,356 | 2,038 |
Cash Payments and Adjustments | (4,312) | (111) |
Balance at end of period | 0 | 1,927 |
Other liability | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 398 | 0 |
Costs Incurred | 842 | 1,265 |
Cash Payments and Adjustments | (1,240) | (786) |
Balance at end of period | $ 0 | $ 479 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Operating lease assets | $ 20,266 | $ 23,165 | $ 0 |
Finance lease assets | 603 | ||
Total leased assets | 20,869 | ||
Current: | |||
Operating | 6,742 | 0 | |
Finance | 308 | ||
Long-term: | |||
Operating | 14,786 | $ 0 | |
Finance | 122 | ||
Total lease liabilities | 21,958 | ||
Finance lease, accumulated amortization | $ 338 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
Remainder of 2019 | $ 2,715 | ||
2020 | 8,452 | ||
2021 | 5,845 | ||
2022 | 4,869 | ||
2023 | 2,891 | ||
Thereafter | 2,215 | ||
Total lease payments | 26,987 | ||
Less: interest and accretion | (5,459) | ||
Present value of minimum lease payments | 21,528 | $ 24,491 | |
Less: current portion | (6,742) | $ 0 | |
Long-term portion | 14,786 | $ 0 | |
Financing leases | |||
Remainder of 2019 | 81 | ||
2020 | 322 | ||
2021 | 27 | ||
2022 | 0 | ||
2023 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 430 | ||
Less: interest and accretion | 0 | ||
Present value of minimum lease payments | 430 | ||
Less: current portion | (308) | ||
Long-term portion | 122 | ||
Total | |||
Remainder of 2019 | 2,796 | ||
2020 | 8,774 | ||
2021 | 5,872 | ||
2022 | 4,869 | ||
2023 | 2,891 | ||
Thereafter | 2,215 | ||
Total lease payments | 27,417 | ||
Less: interest and accretion | (5,459) | ||
Total lease liabilities | 21,958 | ||
Less: current portion | (7,050) | ||
Long-term portion | $ 14,908 |
Leases Leases - Maturities of L
Leases Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 8,825 |
2020 | 6,452 |
2021 | 4,594 |
2022 | 3,801 |
2023 | 1,767 |
Thereafter | 1,600 |
Total lease payments | 27,039 |
Finance Leases | |
2019 | 718 |
2020 | 308 |
2021 | 45 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total lease payments | 1,071 |
Total | |
2019 | 9,543 |
2020 | 6,760 |
2021 | 4,639 |
2022 | 3,801 |
2023 | 1,767 |
Thereafter | 1,600 |
Total lease payments | $ 28,110 |
Leases - Terms (Details)
Leases - Terms (Details) | Sep. 30, 2019 |
Weighted-average remaining lease term [Abstract] | |
Operating lease costs | 3 years 8 months 4 days |
Finance lease cost | 1 year 4 months 2 days |
Weighted-average discount rate: | |
Operating lease costs | 5.30% |
Finance lease cost | 3.30% |
Leases Leases - Narrative (Deta
Leases Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
General and administrative expense | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 2,674 | $ 7,877 |
Leases - Summary of Lease (Deta
Leases - Summary of Lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Financing cash flows from finance leases | $ (75) | $ (641,000) |
Operating cash flows from operating leases | (2,753) | (7,956,000) |
Amortization of operating leased ROU assets to the operating lease liability | 2,523 | 7,986,000 |
ROU assets obtained through operating lease liabilities | $ 3,488 | $ 4,770,000 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 855 | $ 1,903 | $ 4,247 | $ 6,346 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 855 | 1,927 | 4,247 | 6,209 |
Equity in net loss (income) of investee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0 | $ (24) | $ 0 | $ 137 |
Stock-Based Compensation and _4
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 20, 2019 | Feb. 01, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average grant date fair value (in usd per share) | $ 58.84 | |||||||
Stock options outstanding (in shares) | 620,859 | 620,859 | ||||||
Weighted-average exercise price (in usd per share) | $ 62.72 | $ 62.72 | ||||||
Stock equivalent units outstanding (in shares) | 4,234 | 4,234 | ||||||
Stock option equivalent units outstanding (in shares) | 200,000 | 200,000 | ||||||
Stock-based compensation | $ 855 | $ 1,903 | $ 4,247 | $ 6,346 | ||||
Management Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fixed payment | $ 12,000 | |||||||
Deferred compensation liability | 3,769 | 3,769 | $ 1,441 | |||||
General and administrative expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 855 | 1,927 | $ 4,247 | 6,209 | ||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options, grants in period (in shares) | 46,865 | |||||||
Weighted-average grant date fair value (in usd per share) | $ 61.95 | $ 61.95 | ||||||
Award vesting period | 3 years 6 months | |||||||
Shares of unvested RSAs outstanding (in shares) | 49,295 | 49,295 | ||||||
Restricted Stock | Interim CEO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (in shares) | 23,317 | |||||||
Grant date intrinsic value | $ 1,500 | |||||||
Common stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (in shares) | 88,264 | |||||||
Award vesting period | 3 years 6 months | |||||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average grant date fair value (in usd per share) | $ 58,840 | $ 58,840 | ||||||
Shares of unvested RSAs outstanding (in shares) | 46,865 | 46,865 | ||||||
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 | $ (3,325) | $ (3,325) | $ (3,719) | |||||
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) | $ 371 | $ 2,191 | $ (203) | $ 1,435 | ||||
Share-based Compensation Award, Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.30% | |||||||
Share-based Compensation Award, Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.30% | |||||||
Share-based Compensation Award, Tranche Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.40% |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||||
Net income attributable to Providence | $ 8,154 | $ (1,712) | $ 582 | $ 7,154 | $ (11,215) | $ 5,430 | $ 7,024 | $ 1,371 |
Less dividends on convertible preferred stock | (1,109) | (1,113) | (3,295) | (3,310) | ||||
Less income allocated to participating securities | (941) | (817) | (499) | 0 | ||||
Net income (loss) available to common stockholders | $ 6,104 | $ 5,224 | $ 3,230 | $ (1,939) | ||||
Denominator: | ||||||||
Denominator for basic earnings per share -- weighted-average shares | 12,993,934 | 12,865,777 | 12,956,222 | 12,992,403 | ||||
Effect of dilutive securities: | ||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 13,004,449 | 12,927,122 | 12,977,598 | 13,069,140 | ||||
Basic earnings (loss) per share: | ||||||||
Continuing operations (in dollars per share) | $ 0.50 | $ 0.61 | $ 0.21 | $ 1.24 | ||||
Discontinued operations (in dollars per share) | (0.03) | (0.20) | 0.04 | (1.39) | ||||
Basic loss per common share (in dollars per share) | 0.47 | 0.41 | 0.25 | (0.15) | ||||
Diluted earnings (loss) per share: | ||||||||
Continuing operations (in dollars per share) | 0.50 | 0.60 | 0.21 | 1.23 | ||||
Discontinued operations (in dollars per share) | (0.03) | (0.20) | 0.04 | (1.38) | ||||
Diluted earnings per common share (in dollars per share) | $ 0.47 | $ 0.40 | $ 0.25 | $ (0.15) | ||||
Common stock options | ||||||||
Effect of dilutive securities: | ||||||||
Common stock options (in shares) | 10,515 | 61,345 | 21,376 | 76,737 | ||||
Continuing operations | ||||||||
Numerator: | ||||||||
Net income (loss) available to common stockholders | $ 6,473 | $ 7,787 | $ 2,762 | $ 16,087 | ||||
Discontinued operations | ||||||||
Numerator: | ||||||||
Net income (loss) available to common stockholders | $ (369) | $ (2,563) | $ 468 | $ (18,026) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 420,846 | 358,310 | 499,611 | 333,030 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 799,969 | 801,935 | 800,983 | 802,762 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | ||||
Effective income tax rate | 37.30% | 27.40% | 37.80% | 26.10% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 0 | $ 6,577,000 | $ 0 | $ 6,577,000 |
Asset impairment charge | 0 | $ 9,881,000 | ||
Proceeds from income tax refunds | $ 30,756,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2019USD ($) |
Loss Contingencies [Line Items] | |
Short-term debt | $ 0 |
Common Stock | Affiliated Entity | Stockholders | |
Loss Contingencies [Line Items] | |
Related party, percentage of stock in company | 9.50% |
Preferred Stock | Affiliated Entity | Stockholders | |
Loss Contingencies [Line Items] | |
Related party, percentage of stock in company | 95.70% |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Coliseum Capital Partners, L.P. | Preferred Stock Dividends Earned by Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 1,062 | $ 1,062 | $ 3,151 | $ 3,151 |
Discontinued Operations - Resul
Discontinued Operations - Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Other expenses (income): | ||||
Income (loss) from discontinued operations, net of tax | $ (426) | $ (2,964) | $ 540 | $ (18,026) |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Service revenue, net | 77,548 | 214,956 | ||
Operating expenses: | ||||
Service expense | 70,911 | 192,390 | ||
General and administrative expense | 468 | 5,623 | (1,412) | 21,324 |
Asset impairment charge | 9,203 | |||
Depreciation and amortization | 2,861 | 9,210 | ||
Total operating (income) expense | 468 | 79,395 | (1,412) | 232,127 |
Operating income (loss) | (468) | (1,847) | 1,412 | (17,171) |
Other expenses (income): | ||||
Other expense | (669) | (669) | ||
Interest expense, net | (97) | (109) | ||
Gain on foreign currency transactions | 178 | 80 | ||
Equity in net gain of investee | 29 | 807 | ||
Income (loss) from discontinued operations before income taxes | (468) | (2,406) | 1,412 | (17,062) |
(Provision) benefit for income taxes | 42 | (558) | (872) | (964) |
Income (loss) from discontinued operations, net of tax | (426) | (2,964) | 540 | (18,026) |
Human Services | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Service revenue, net | 0 | 0 | ||
Operating expenses: | ||||
Service expense | 0 | 0 | ||
General and administrative expense | (12) | (721) | 205 | (645) |
Asset impairment charge | 0 | |||
Depreciation and amortization | 0 | 0 | ||
Total operating (income) expense | (12) | (721) | 205 | (645) |
Operating income (loss) | 12 | 721 | (205) | 645 |
Other expenses (income): | ||||
Other expense | 0 | 0 | ||
Interest expense, net | 0 | 0 | ||
Gain on foreign currency transactions | 0 | 0 | ||
Equity in net gain of investee | 0 | 0 | ||
Income (loss) from discontinued operations before income taxes | 12 | 721 | (205) | 645 |
(Provision) benefit for income taxes | (3) | (179) | 50 | (160) |
Income (loss) from discontinued operations, net of tax | 9 | 542 | (155) | 485 |
WD Services | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Service revenue, net | 77,548 | 214,956 | ||
Operating expenses: | ||||
Service expense | 70,911 | 192,390 | ||
General and administrative expense | 480 | 6,344 | (1,617) | 21,969 |
Asset impairment charge | 9,203 | |||
Depreciation and amortization | 2,861 | 9,210 | ||
Total operating (income) expense | 480 | 80,116 | (1,617) | 232,772 |
Operating income (loss) | (480) | (2,568) | 1,617 | (17,816) |
Other expenses (income): | ||||
Other expense | (669) | (669) | ||
Interest expense, net | (97) | (109) | ||
Gain on foreign currency transactions | 178 | 80 | ||
Equity in net gain of investee | 29 | 807 | ||
Income (loss) from discontinued operations before income taxes | (480) | (3,127) | 1,617 | (17,707) |
(Provision) benefit for income taxes | 45 | (379) | (922) | (804) |
Income (loss) from discontinued operations, net of tax | $ (435) | $ (3,506) | $ 695 | $ (18,511) |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | $ 322,000 | $ 7,051,000 |
Current liabilities of discontinued operations | 1,246,000 | 3,257,000 |
Noncurrent liabilities of discontinued operations | 639,000 | 0 |
WD Services | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 250,000 | 2,321,000 |
Accounts receivable, net of allowance of $0 in 2019 and $3,460 in 2018 | 0 | 4,316,000 |
Prepaid expenses and other | 72,000 | 414,000 |
Current assets of discontinued operations | 322,000 | 7,051,000 |
Accounts payable | 22,000 | 486,000 |
Accrued expenses | 1,224,000 | 2,771,000 |
Current liabilities of discontinued operations | 1,246,000 | 3,257,000 |
Deferred tax liabilities | 639,000 | 0 |
Noncurrent liabilities of discontinued operations | 639,000 | 0 |
Allowance for doubtful accounts | $ 0 | $ 3,460,000 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | $ 8,300 | $ 14,217 |
Amortization | 4,676 | 6,100 |
Stock-based compensation | 4,247 | 6,209 |
Deferred income taxes | 1,993 | (602) |
WD Services | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | 5,300 | |
Amortization | 3,910 | |
Stock-based compensation | 6 | |
Deferred income taxes | $ 639 | (1,256) |
Purchase of property and equipment | $ 4,611 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments - Reclassifications (D
Segments - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
General and administrative expense | $ 15,979 | $ 17,045 | $ 52,241 | $ 53,081 |
Service expense | 356,271 | 313,511 | 1,042,717 | 934,367 |
Depreciation and amortization | 4,148 | 3,780 | 12,976 | 11,107 |
Operating (loss) income | $ 16,987 | 9,435 | $ 17,177 | 24,970 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 17,045 | 53,081 | ||
Service expense | 934,367 | |||
Depreciation and amortization | 3,780 | 11,107 | ||
Operating (loss) income | 9,435 | 24,970 | ||
As Previously Reported | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 9,859 | 31,925 | ||
Service expense | 320,697 | 955,523 | ||
As Previously Reported | Operating Segments | NET Services | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 3,904 | 9,121 | ||
Service expense | 955,796 | |||
Depreciation and amortization | 3,543 | 10,548 | ||
Operating (loss) income | 15,627 | 48,060 | ||
As Previously Reported | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 5,955 | 22,802 | ||
Service expense | (271) | |||
Depreciation and amortization | 237 | 559 | ||
Operating (loss) income | (6,192) | (23,090) | ||
Reclassifications | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 7,186 | 21,156 | ||
Service expense | (7,186) | (21,156) | ||
Reclassifications | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 7,186 | 21,158 | ||
Service expense | (21,158) | |||
Reclassifications | Operating Segments | NET Services | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 5,955 | 22,802 | ||
Service expense | (271) | |||
Depreciation and amortization | 237 | 559 | ||
Operating (loss) income | (6,192) | (23,090) | ||
Reclassifications | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | (5,955) | (22,802) | ||
Service expense | 271 | |||
Depreciation and amortization | (237) | (559) | ||
Operating (loss) income | $ 6,192 | $ 23,090 |
Segments - Segments (Details)
Segments - Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Service revenue, net | $ 393,385 | $ 343,771 | $ 1,125,111 | $ 1,024,203 |
Service expense | 356,271 | 313,511 | 1,042,717 | 934,367 |
General and administrative expense | 15,979 | 17,045 | 52,241 | 53,081 |
Asset impairment charge | 0 | 9,881 | ||
Depreciation and amortization | 4,148 | 3,780 | 12,976 | 11,107 |
Operating income | 16,987 | 9,435 | 17,177 | 24,970 |
Equity in net loss of investee | (6,159) | (4,026) | ||
NET Services | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 393,385 | 343,771 | 1,125,111 | 1,024,203 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Service expense | 934,367 | |||
General and administrative expense | 17,045 | 53,081 | ||
Depreciation and amortization | 3,780 | 11,107 | ||
Operating income | 9,435 | 24,970 | ||
Continuing operations | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 393,385 | 343,771 | 1,125,111 | 1,024,203 |
Service expense | 356,271 | 313,511 | 1,042,717 | 934,367 |
General and administrative expense | 15,979 | 17,045 | 52,241 | 53,081 |
Asset impairment charge | 0 | 0 | 678 | |
Depreciation and amortization | 4,148 | 3,780 | 12,976 | 11,107 |
Operating income | 16,987 | 9,435 | 17,177 | 24,970 |
Equity in net loss of investee | (3,188) | (1,587) | (6,159) | (4,106) |
Total assets (continuing operations) | 620,220 | 620,220 | ||
Continuing operations | NET Services | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 393,385 | 343,771 | 1,125,111 | 1,024,203 |
Service expense | 356,271 | 313,511 | 1,042,717 | 934,367 |
General and administrative expense | 15,979 | 17,045 | 52,241 | 53,081 |
Asset impairment charge | 0 | 0 | 678 | |
Depreciation and amortization | 4,148 | 3,780 | 12,976 | 11,107 |
Operating income | 16,987 | 9,435 | 17,177 | 24,970 |
Equity in net loss of investee | 0 | 0 | 0 | 0 |
Total assets (continuing operations) | 465,688 | 465,688 | ||
Continuing operations | Matrix Investment | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 0 | 0 | 0 | 0 |
Service expense | 0 | 0 | 0 | 0 |
General and administrative expense | 0 | 0 | 0 | 0 |
Asset impairment charge | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Equity in net loss of investee | (3,188) | $ (1,587) | (6,159) | $ (4,106) |
Total assets (continuing operations) | $ 154,532 | $ 154,532 |
Uncategorized Items - prsc-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,710,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,710,000 |