Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'PROVIDENCE SERVICE CORP | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 14,829,890 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001220754 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $123,000 | $98,995 |
Accounts receivable, net of allowance of $5.4 million in 2014 and $4.2 million in 2013 | 134,973 | 88,315 |
Other receivables | 6,120 | 6,607 |
Prepaid expenses and other | 29,737 | 11,831 |
Restricted cash | 4,609 | 3,772 |
Deferred tax assets | 460 | 2,152 |
Total current assets | 298,899 | 211,672 |
Property and equipment, net | 45,582 | 32,709 |
Goodwill | 175,521 | 113,263 |
Intangible assets, net | 112,304 | 43,476 |
Other assets | 15,025 | 11,681 |
Restricted cash, less current portion | 15,658 | 11,957 |
Total assets | 662,989 | 424,758 |
Current liabilities: | ' | ' |
Current portion of long-term obligations | 2,250 | 48,250 |
Accounts payable | 39,120 | 3,904 |
Accrued expenses | 81,376 | 52,484 |
Accrued transportation costs | 68,516 | 54,962 |
Deferred revenue | 14,239 | 3,687 |
Reinsurance liability reserve | 14,592 | 10,778 |
Total current liabilities | 220,093 | 174,065 |
Long-term obligations, less current portion | 189,350 | 75,250 |
Other long-term liabilities | 66,351 | 15,359 |
Deferred tax liabilities | 10,404 | 9,447 |
Total liabilities | 486,198 | 274,121 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' equity | ' | ' |
Common stock: Authorized 40,000,000 shares; $0.001 par value; 15,838,742 and 14,477,312 issued and outstanding (including treasury shares) | 15 | 14 |
Additional paid-in capital | 214,195 | 194,363 |
Accumulated deficit | -20,682 | -33,641 |
Accumulated other comprehensive income (loss), net of tax | 959 | -1,419 |
Treasury shares, at cost, 1,013,519 and 956,442 shares | -17,663 | -15,641 |
Total Providence stockholders' equity | 176,824 | 143,676 |
Non-controlling interest | -33 | 6,961 |
Total stockholders' equity | 176,791 | 150,637 |
Total liabilities and stockholders' equity | $662,989 | $424,758 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance (in Dollars) | $5,400 | $4,200 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 15,838,742 | 14,477,312 |
Common stock, shares outstanding | 15,838,742 | 14,477,312 |
Treasury shares, shares | 1,013,519 | 956,442 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | $343,953 | $287,637 | $633,356 | $569,124 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
General and administrative expense | 16,163 | 12,731 | 29,780 | 25,183 | ||||
Depreciation and amortization | 5,143 | 3,734 | 8,871 | 7,464 | ||||
Asset impairment charge | ' | 492 | ' | 492 | ||||
Total operating expenses | 330,490 | 276,184 | 607,813 | 544,567 | ||||
Operating income | 13,463 | 11,453 | 25,543 | 24,557 | ||||
Other expense: | ' | ' | ' | ' | ||||
Interest expense, net | 1,261 | 1,689 | 2,846 | 3,439 | ||||
Income before income taxes | 12,202 | 9,764 | 22,697 | 21,118 | ||||
Provision for income taxes | 5,530 | 3,888 | 9,738 | 8,564 | ||||
Net income | 6,672 | 5,876 | 12,959 | 12,554 | ||||
Earnings per common share: | ' | ' | ' | ' | ||||
Basic (in Dollars per share) | $0.47 | $0.44 | $0.93 | $0.95 | ||||
Diluted (in Dollars per share) | $0.46 | $0.43 | $0.91 | $0.91 | ||||
Weighted-average number of common shares outstanding: | ' | ' | ' | ' | ||||
Basic (in Shares) | 14,171,013 | 13,403,985 | 14,006,944 | 13,277,285 | ||||
Diluted (in Shares) | 14,453,964 | 13,680,911 | 14,306,898 | 14,912,861 | ||||
NET Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 216,296 | 197,883 | 414,373 | 391,016 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 196,397 | 182,931 | 371,627 | 359,615 | ||||
Operating income | 13,395 | 9,506 | 30,091 | 20,793 | ||||
Human Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 98,822 | [1] | 89,754 | [1] | 190,148 | [1] | 178,108 | [1] |
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 88,364 | 76,296 | 173,112 | 151,813 | ||||
Operating income | -30 | 1,947 | -4,646 | 3,764 | ||||
WD Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 28,835 | ' | 28,835 | ' | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 24,423 | ' | 24,423 | ' | ||||
Operating income | $98 | ' | $98 | ' | ||||
[1] | Excludes intersegment revenue of $76 for the three and six months ended June 30, 2014, and $102 for the three and six months ended June 30, 2013. |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net income | $6,672 | $5,876 | $12,959 | $12,554 |
Other comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation adjustments | 2,642 | -255 | 2,378 | -415 |
Comprehensive income | $9,314 | $5,621 | $15,337 | $12,139 |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities | ' | ' |
Net income | $12,959 | $12,554 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 4,908 | 3,873 |
Amortization | 3,963 | 3,591 |
Provision for doubtful accounts | 1,089 | 1,608 |
Stock based compensation | 1,400 | 1,745 |
Deferred income taxes | 207 | 2,194 |
Amortization of deferred financing costs | 410 | 523 |
Excess tax benefit upon exercise of stock options | -2,346 | -640 |
Asset impairment charge | ' | 492 |
Other non-cash charges | -40 | 85 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -21,736 | 1,856 |
Other receivables | 487 | -5 |
Restricted cash | 205 | -102 |
Prepaid expenses and other | -4,544 | -10,864 |
Reinsurance liability reserve | 4,648 | 4,718 |
Accounts payable and accrued expenses | 7,172 | 15,718 |
Accrued transportation costs | 13,554 | -5,575 |
Deferred revenue | -52 | -1,661 |
Other long-term liabilities | -4,009 | -33 |
Net cash provided by operating activities | 18,275 | 30,077 |
Investing activities | ' | ' |
Acquisition of businesses, net of cash acquired | -59,666 | ' |
Purchase of property and equipment | -8,267 | -3,494 |
Net increase in short-term investments | -9 | -16 |
Restricted cash for reinsured claims losses | -4,744 | -8,550 |
Net cash used in investing activities | -72,686 | -12,060 |
Financing activities | ' | ' |
Repurchase of common stock, for treasury | -501 | -454 |
Proceeds from common stock issued pursuant to stock option exercise | 9,150 | 6,649 |
Excess tax benefit upon exercise of stock options | 2,346 | 640 |
Proceeds from long-term debt | 115,000 | ' |
Repayment of long-term debt | -47,500 | -6,500 |
Debt financing costs | -700 | ' |
Capital lease payments and other | -8 | -5 |
Net cash provided by financing activities | 77,787 | 330 |
Effect of exchange rate changes on cash | 629 | -236 |
Net change in cash | 24,005 | 18,111 |
Cash at beginning of period | 98,995 | 55,863 |
Cash at end of period | 123,000 | 73,974 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 2,783 | 2,994 |
Cash paid for income taxes | $12,742 | $10,046 |
Note_1_Basis_of_Presentation_D
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Pending Accounting Pronouncements | 6 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||
1. Basis of Presentation, Description of Business, Significant Accounting Policies and Pending Accounting Pronouncements | |||
Basis of Presentation | |||
The accompanying unaudited condensed consolidated financial statements (the “consolidated financial statements”) include the accounts of The Providence Service Corporation (“the Company,” “our,” “we” and “us”) and its wholly-owned subsidiaries, including Ingeus Limited and its wholly-owned subsidiaries (collectively, “Ingeus”) which were acquired on May 30, 2014. | |||
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) considered necessary for fair presentation have been included. In order to conform to the current year presentation, prior year amounts have been reclassified to show interest expense and interest income as interest expense, net. Additionally, prior year management fee receivables have been included in other receivables for comparable presentation purposes. | |||
The Company has made a number of estimates relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these consolidated financial statements were issued, and considered the effect of such events in the preparation of these consolidated financial statements. | |||
The consolidated balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The 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, 2013. | |||
Description of Business | |||
The Company provides and manages primarily government sponsored non-emergency transportation, human and workforce development services. As a result of the Ingeus acquisition, the Company operates in three segments, Non-Emergency Transportation Services (“NET Services”), Human Services and Workforce Development Services (“WD Services”). The NET Services segment manages transportation networks and arranges for client transportation to health care related facilities and services for state or regional Medicaid agencies, managed care organizations (“MCOs”) and commercial insurers. In our Human Services segment, our counselors, social workers and behavioral health professionals work with clients, primarily in the client’s home or community, who are eligible for government assistance due to income level, emotional/educational disabilities or court order. The WD Services segment provides outsourced employability programs. As of June 30, 2014, the Company operated in 41 states and the District of Columbia in the United States, and in 11 other countries. | |||
Significant Accounting Policies | |||
Foreign currency translation | |||
Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at the average exchange rate for each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. | |||
Pending Accounting Pronouncements | |||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |||
● | Step 1: Identify the contract(s) with a customer. | ||
● | Step 2: Identify the performance obligations in the contract. | ||
● | Step 3: Determine the transaction price. | ||
● | Step 4: Allocate the transaction price to the performance obligations in the contract. | ||
● | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | ||
For a publicly held entity, this ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements. |
Note_2_Concentration_of_Credit
Note 2 - Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Concentration Risk Disclosure [Text Block] | ' |
2. Concentration of Credit Risk | |
Contracts with governmental agencies, and other entities that contract with governmental agencies, accounted for approximately 79.0% and 80.3% of the Company’s revenue for the six months ended June 30, 2014 and 2013, respectively. The contracts are subject to possible statutory and regulatory changes, rate adjustments, administrative rulings, rate freezes and funding reductions. |
Note_3_Restricted_Cash
Note 3 - Restricted Cash | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Restricted Assets Disclosure [Text Block] | ' | ||||||||
3. Restricted Cash | |||||||||
The Company had $20,267 and $15,729 of restricted cash at June 30, 2014 and December 31, 2013, respectively, as follows (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Collateral for letters of credit - Contractual obligations | $ | - | $ | 243 | |||||
Contractual obligations | 634 | 839 | |||||||
Subtotal restricted cash for contractual obligations | 634 | 1,082 | |||||||
Collateral for letters of credit - Reinsured claims losses | 3,033 | 3,033 | |||||||
Escrow/Trust - Reinsured claims losses | 16,600 | 11,614 | |||||||
Subtotal restricted cash for reinsured claims losses | 19,633 | 14,647 | |||||||
Total restricted cash | 20,267 | 15,729 | |||||||
Less current portion | 4,609 | 3,772 | |||||||
$ | 15,658 | $ | 11,957 | ||||||
Of the restricted cash amount at June 30, 2014 and December 31, 2013: | |||||||||
• | $243 at December 31, 2013 served as collateral for irrevocable standby letters of credit that provide financial assurance that the Company will fulfill certain contractual obligations; | ||||||||
• | $634 and $839, respectively, was held to fund the Company’s obligations under arrangements with various governmental agencies through the correctional services business; | ||||||||
• | $3,033 in both periods served as collateral for irrevocable standby letters of credit to secure any reinsured claims losses under the Company’s reinsurance program; | ||||||||
• | of the remaining $16,600 and $11,614: | ||||||||
o | $2,800 and $3,070, respectively, was restricted and held in trust for historical reinsurance claims losses under the Company’s general and professional liability reinsurance program; | ||||||||
o | $619 and $732, respectively, was restricted under our historical auto liability program; and | ||||||||
o | $13,182 and $7,812, was restricted and held in a trust at June 30, 2014 and December 31, 2013, respectively, for reinsurance claims losses under the Company’s workers’ compensation, general and professional liability and auto liability reinsurance programs. | ||||||||
Note_4_Prepaid_Expenses_and_Ot
Note 4 - Prepaid Expenses and Other | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid Expenses And Other Assets Disclosure [Abstract] | ' | ||||||||
Prepaid Expenses And Other Assets Disclosure [Text Block] | ' | ||||||||
4. Prepaid Expenses and Other | |||||||||
Prepaid expenses and other were comprised of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 9,766 | $ | 4,409 | |||||
Prepaid rent | 3,838 | 1,685 | |||||||
Prepaid taxes | 6,341 | 1,426 | |||||||
Prepaid compensation | 1,962 | 105 | |||||||
Prepaid maintenance agreements and copier leases | 1,492 | 862 | |||||||
Prepaid bus tokens and passes | 1,205 | 1,367 | |||||||
Interest receivable - certificates of deposit | 513 | 503 | |||||||
Other | 4,620 | 1,474 | |||||||
Total prepaid expenses and other | $ | 29,737 | $ | 11,831 | |||||
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||||||
5. Property and Equipment | |||||||||||||
Property and equipment consisted of the following: | |||||||||||||
Estimated | |||||||||||||
Useful | June 30, | December 31, | |||||||||||
Life (years) | 2014 | 2013 | |||||||||||
Land | -- | $ | 1,911 | $ | 1,911 | ||||||||
Buildings | 39 | 11,821 | 11,629 | ||||||||||
Leasehold improvements | Shorter of 7 years | 12,466 | 6,528 | ||||||||||
or lease term | |||||||||||||
Furniture and fixtures | 7 | 5,949 | 3,963 | ||||||||||
Automobiles | 5 | 3,312 | 2,732 | ||||||||||
Computer and telecom equipment | 5-Mar | 28,959 | 25,138 | ||||||||||
Software | 3 | 14,032 | 12,333 | ||||||||||
Construction in progress | -- | 3,824 | 1,816 | ||||||||||
82,274 | 66,050 | ||||||||||||
Less accumulated depreciation | 36,692 | 33,341 | |||||||||||
$ | 45,582 | $ | 32,709 | ||||||||||
Depreciation expense was $4,908 and $3,873 for the six months ended June 30, 2014 and 2013, respectively. |
Note_6_Goodwill_and_Intangible
Note 6 - Goodwill and Intangibles | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||||
6. Goodwill and Intangibles | ||||||||||||||||||
Goodwill | ||||||||||||||||||
Changes in goodwill were as follows: | ||||||||||||||||||
Human | Consolidated | |||||||||||||||||
Services | NET Services | WD Services | Total | |||||||||||||||
Balances at December 31, 2013 | ||||||||||||||||||
Goodwill | $ | 79,241 | $ | 191,215 | $ | - | $ | 270,456 | ||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | |||||||||||
18,048 | 95,215 | - | 113,263 | |||||||||||||||
Ingeus acquisition | - | - | 60,247 | 60,247 | ||||||||||||||
Other acquisitions | 1,122 | - | - | 1,122 | ||||||||||||||
Effect of foreign currency translation | 5 | - | 884 | 889 | ||||||||||||||
Balances at June 30, 2014 | ||||||||||||||||||
Goodwill | 80,368 | 191,215 | 61,131 | 332,714 | ||||||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | |||||||||||
$ | 19,175 | $ | 95,215 | $ | 61,131 | $ | 175,521 | |||||||||||
During the quarter ended June 30, 2013, the not-for-profit entities managed by Rio Grande Management Company, L.L.C. (“Rio”), a wholly-owned subsidiary of the Company, were notified of the termination of funding for certain of their services. Management expected that due to this change in funding, the not-for-profit entities would not be able to maintain their historical level of business, which was expected to result in the decrease, or elimination of, services provided by Rio to these entities. The Company determined that these factors were indicators that an interim goodwill impairment test was required under ASC 350. As a result, the Company estimated the fair value of the goodwill it acquired in connection with the Rio acquisition to be zero at June 30, 2013, and at that time, the Company recorded a non-cash charge of $492 in its Human Services operating segment to eliminate the carrying value of goodwill acquired in connection with its acquisition of Rio. This charge is included in “Asset impairment charge” in the condensed consolidated statements of income for the three and six months ended June 30, 2013. | ||||||||||||||||||
The total amount of goodwill that was deductible for income tax purposes for acquisitions as of June 30, 2014 and December 31, 2013 was $38,117 and $36,870, respectively. | ||||||||||||||||||
Intangible Assets | ||||||||||||||||||
Intangible assets are comprised of acquired customer relationships, trademarks and trade names, developed technology, management contracts and restrictive covenants. The Company valued customer relationships and the management contracts acquired based upon expected future cash flows resulting from the underlying contracts with state and local agencies to provide human services in the case of customer relationships, and management and administrative services provided to the managed entity with respect to acquired management contracts. | ||||||||||||||||||
Intangible assets consisted of the following: | ||||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||||
Estimated | Gross | Gross | ||||||||||||||||
Useful | Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||
Life (Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||
Management contracts | 10 | $ | 7,775 | $ | (6,934 | ) | $ | 11,422 | $ | (9,975 | ) | |||||||
Customer relationships | 15 | 73,995 | (35,732 | ) | 73,990 | (33,319 | ) | |||||||||||
Customer relationships | 10 | 48,305 | (1,489 | ) | 1,417 | (1,027 | ) | |||||||||||
Customer relationships | 3 | 5,029 | (330 | ) | 989 | (21 | ) | |||||||||||
Developed technology | 5 | 4,068 | (34 | ) | - | - | ||||||||||||
Trademarks and Trade Names | 10 | 17,799 | (148 | ) | - | - | ||||||||||||
Total | 12* | $ | 156,971 | $ | (44,667 | ) | $ | 87,818 | $ | (44,342 | ) | |||||||
________________ | ||||||||||||||||||
* Weighted-average amortization period at June 30, 2014. | ||||||||||||||||||
No significant residual value is estimated for these intangible assets. Amortization expense for the six months ended June 30, 2014 and 2013 was $3,963 and $3,591, respectively. The total amortization expense is estimated to be as follows, based on completed acquisitions as of June 30, 2014: | ||||||||||||||||||
Fiscal Year | Amount | |||||||||||||||||
2014 (remaining year) | $ | 7,108 | ||||||||||||||||
2015 | 13,812 | |||||||||||||||||
2016 | 13,326 | |||||||||||||||||
2017 | 12,897 | |||||||||||||||||
2018 | 12,897 | |||||||||||||||||
Thereafter | 52,264 | |||||||||||||||||
Total | $ | 112,304 | ||||||||||||||||
Note_7_Accrued_Expenses
Note 7 - Accrued Expenses | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
7. Accrued Expenses | |||||||||
Accrued expenses consisted of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 28,993 | $ | 22,940 | |||||
NET Services contract adjustments | 16,797 | 12,445 | |||||||
Other | 35,586 | 17,099 | |||||||
$ | 81,376 | $ | 52,484 | ||||||
Note_8_Fair_Value_Measurements
Note 8 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures [Text Block] | ' |
8. Fair Value Measurements | |
The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Below are the three levels of inputs that may be used to measure fair value: | |
Level 1 – Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
The Company may be required to pay additional consideration in relation to certain acquisitions based on the achievement of certain earnings targets. Acquisition-related contingent consideration is initially measured and recorded at fair value as an element of consideration paid in connection with an acquisition with subsequent adjustments recognized in other operating expenses in the condensed consolidated statements of income. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value using a discounted probability-weighted approach. This approach takes into consideration Level 3 unobservable inputs including probability assessments of expected future cash flows over the period in which the obligation is expected to be settled and applies a discount factor that captures the uncertainties associated with the obligation. Changes in these unobservable inputs could significantly impact the fair value of the obligation recorded in the accompanying condensed consolidated balance sheets and operating expenses in the condensed consolidated statements of income. The fair value of the Company’s contingent consideration was $47,755 at June 30, 2014, and is included in other long-term liabilities in the condensed consolidated balance sheets. There has been no change in the fair value of the contingent consideration from amounts originally estimated. |
Note_9_LongTerm_Obligations
Note 9 - Long-Term Obligations | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Long-term Debt [Text Block] | ' | ||||||||
9. Long-Term Obligations | |||||||||
The Company’s long-term obligations consisted of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
6.5% convertible senior subordinated notes, interest payable semi-annually beginning May 2008 with principal due May 2014 (the "Notes") | $ | - | $ | 47,500 | |||||
$240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 1.75% - 2.50% (effective rate of 2.40% at June 30, 2014) through August 2018 with interest payable at least once every three months | 131,000 | 16,000 | |||||||
$60,000 term loan, LIBOR plus 1.75% - 2.50%, with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 | 60,000 | 60,000 | |||||||
2% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 | 600 | - | |||||||
191,600 | 123,500 | ||||||||
Less current portion | 2,250 | 48,250 | |||||||
$ | 189,350 | $ | 75,250 | ||||||
The carrying amount of the long-term obligations approximated their fair value at June 30, 2014 and December 31, 2013. The fair value of the Company’s long-term obligations was estimated based on interest rates for the same or similar debt offered to the Company having same or similar remaining maturities and collateral requirements. | |||||||||
On May 28, 2014, the Company entered into the first amendment (the “First Amendment”) to its Amended and Restated Credit and Guaranty Agreement, dated August 2, 2013 (the “Credit Facility”) with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, SunTrust Bank, as syndication agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint book managers and other lenders party thereto. The First Amendment provides for, among other things, an increase in the aggregate amount of the revolving credit facility from $165,000 to $240,000 and other modifications in connection with the consummation of the acquisition of Ingeus. |
Note_10_StockBased_Compensatio
Note 10 - Stock-Based Compensation Arrangements | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
10. Stock-Based Compensation Arrangements | |||||||||
The Company issues both option awards and restricted stock to employees and non-employee directors. Option awards and restricted stock generally vest in three equal installments on the first, second and third anniversaries of the date of grant. The fair value expense of option awards was estimated on the date of grant using the Black-Scholes option pricing formula and amortized over the option’s vesting periods, and the fair value of unvested restricted stock grants was determined based on the closing market price of the Company’s common stock on the date of grant. The following table summarizes the stock option activity: | |||||||||
For the six months ended June 30, 2014 | |||||||||
Number of Shares Under Option | Weighted-average Exercise Price | ||||||||
Balance at beginning of period | 874,252 | $ | 19.76 | ||||||
Exercised | (430,369 | ) | 21.26 | ||||||
Forfeited or expired | (9,001 | ) | 27.87 | ||||||
Outstanding at June 30, 2014 | 434,882 | $ | 18.12 | ||||||
The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted common stock: | |||||||||
For the six months ended June 30, 2014 | |||||||||
Shares | Weighted-average Grant Date Fair Value | ||||||||
Non-vested balance at beginning of period | 158,842 | $ | 17.68 | ||||||
Granted | 619,599 | 39.8 | |||||||
Vested | (72,452 | ) | 16.76 | ||||||
Forfeited or cancelled | (15,122 | ) | 16.16 | ||||||
Non-vested at June 30, 2014 | 690,867 | $ | 37.65 | ||||||
Note_11_Stockholders_Equity
Note 11 - Stockholders' Equity | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||||||||||||||
11. Stockholders’ Equity | |||||||||||||||||||||||||||||
The following table reflects changes in common stock, additional paid-in capital, treasury stock, accumulated other comprehensive income (loss) and non-controlling interest for the six months ended June 30, 2014: | |||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Other | Non- | |||||||||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Comprehensive | Controlling | |||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Income (Loss) | Interest | |||||||||||||||||||||||
Balance at December 31, 2013 | 14,477,312 | $ | 14 | $ | 194,363 | 956,442 | $ | (15,641 | ) | $ | (1,419 | ) | $ | 6,961 | |||||||||||||||
Stock-based compensation | - | - | 1,400 | - | - | - | - | ||||||||||||||||||||||
Exercise of employee stock options, including net tax windfall of $2,322 | 430,369 | - | 11,472 | - | - | - | - | ||||||||||||||||||||||
Restricted stock issued | 72,452 | - | - | 17,915 | (501 | ) | - | - | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | 2,378 | - | ||||||||||||||||||||||
PSC of Canada Exchange Corp. shares exchanged | 261,694 | - | 6,961 | 39,162 | (1,521 | ) | - | (6,961 | ) | ||||||||||||||||||||
Restricted shares issued related to Ingeus acquisition, unvested | 596,915 | 1 | -1 | - | - | - | - | ||||||||||||||||||||||
Other | - | - | - | - | - | - | (33 | ) | |||||||||||||||||||||
Balance at June 30, 2014 | 15,838,742 | $ | 15 | $ | 214,195 | 1,013,519 | $ | (17,663 | ) | $ | 959 | $ | (33 | ) | |||||||||||||||
Non-Controlling Interest | |||||||||||||||||||||||||||||
During the second quarter of 2014, the Company and the sellers of WCG International Ltd. (“WCG”), a wholly-owned Canadian subsidiary, entered into Amendment No. 1 to a Settlement and Indemnification Agreement which authorized WCG to enter into an agreement with the province of British Columbia, Canada to settle an ongoing dispute for approximately $1,500 CAD ($1,406). Additionally, the sellers of WCG agreed to reimburse WCG certain legal expenses up to a maximum of approximately $120 CAD ($112) upon settlement with British Columbia. | |||||||||||||||||||||||||||||
On June 6, 2014, British Columbia agreed to the settlement of the dispute for approximately $1,500 CAD ($1,406), which was paid by WCG. Subsequently, the sellers of WCG surrendered 39,162 exchangeable shares of PSC of Canada Exchange Corp. (“PSC”) to fulfill their obligation to the Company for the settlement of the dispute with British Colombia and the reimbursement of certain legal fees. These shares were converted to shares of the Company and transferred to treasury. Additionally, the remaining 222,532 exchangeable shares of PSC were exchanged into shares of common stock of the Company and distributed to the sellers of WCG, thus eliminating the related non-controlling interest balance at June 30, 2014. |
Note_12_Earnings_Per_Share
Note 12 - Earnings Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
12. Earnings Per Share | |||||||||||||||||
The following table details the computation of basic and diluted earnings per share: | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income, basic | $ | 6,672 | $ | 5,876 | $ | 12,959 | $ | 12,554 | |||||||||
Effect of interest related to the Senior Notes | - | - | - | 998 | |||||||||||||
Net income available to common stockholders, diluted | $ | 6,672 | $ | 5,876 | $ | 12,959 | $ | 13,552 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per share -- weighted-average shares | 14,171,013 | 13,403,985 | 14,006,944 | 13,277,285 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Common stock options and restricted stock awards | 265,779 | 276,926 | 282,782 | 496,431 | |||||||||||||
Performance-based restricted stock units | 17,172 | - | 17,172 | - | |||||||||||||
Senior Notes | - | - | - | 1,139,145 | |||||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 14,453,964 | 13,680,911 | 14,306,898 | 14,912,861 | |||||||||||||
Basic earnings per share | $ | 0.47 | $ | 0.44 | $ | 0.93 | $ | 0.95 | |||||||||
Diluted earnings per share | $ | 0.46 | $ | 0.43 | $ | 0.91 | $ | 0.91 | |||||||||
The effect of issuing 1,139,145 shares of common stock on an assumed conversion basis related to the convertible senior subordinated notes (“Senior Notes”) was excluded in the computation of diluted earnings per share for the three months ended June 30, 2013 as it would have been antidilutive, however, they were included in the computation of diluted earnings per share for the six months ended June 30, 2013 as they had a dilutive effect. The convertible senior subordinated notes were fully repaid on May 15, 2014. For the three and six months ended June 30, 2013, employee stock options to purchase 474,167 and 1,575,597 shares of common stock, respectively, were not included in the computation of diluted earnings per share as the exercise price of these options was greater than the average fair value of the common stock for the period and, therefore, the effect of these options would have been antidilutive. |
Note_13_Income_Taxes
Note 13 - Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
13. Income Taxes | |
The Company’s effective tax rate for the three and six months ended June 30, 2014 was 45.3% and 42.9%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2013 was 39.8% and 40.6%, respectively. For both periods, the Company’s effective tax rate was higher than the United States federal statutory rate of 35.0%, due primarily to state income taxes as well as non-deductible stock option expense. In addition, a significant amount of the expenses incurred in connection with the Ingeus acquisition in the second quarter of 2014 were not deductible for tax purposes, which resulted in an increase in the effective tax rates for both periods in 2014. |
Note_14_Commitments_and_Contin
Note 14 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
14. Commitments and Contingencies | |
The Company is involved in various claims and legal actions arising in the ordinary course of business, many of which are covered in whole or in part by insurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. | |
The Company has two deferred compensation plans for management and highly compensated employees. These deferred compensation plans are unfunded; therefore, benefits are paid from the general assets of the Company. The total of participant deferrals, which is reflected in “Other long-term liabilities” in the accompanying condensed consolidated balance sheets, was $1,367 and $1,485 at June 30, 2014 and December 31, 2013, respectively. |
Note_15_Transactions_with_Rela
Note 15 - Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
15. Transactions with Related Parties | |
The Company operates a call center in Phoenix, Arizona. The building in which the call center is located is currently leased by the Company from VWP McDowell, LLC (“McDowell”) under a ten year lease that expires in June 2024. Certain immediate family members of Herman M. Schwarz (the chief executive officer of the Company’s non-emergency transportation services and an executive officer of the Company) have partial ownership interest in McDowell. In the aggregate, these immediate family members have an ownership interest of approximately 13% in McDowell directly and indirectly through a trust. For the six months ended June 30, 2014 and 2013, the Company expensed $207 and $209, respectively, in lease payments to McDowell. Future minimum lease payments due under the current and new lease agreements totaled $4,563 at June 30, 2014. |
Note_16_Acquisitions
Note 16 - Acquisitions | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||||||||||
16. Acquisitions | |||||||||||||||||
On May 30, 2014, the Company acquired all of the outstanding equity of Ingeus. The purchase price was comprised of (i) a GBP £35,000, plus customary adjustments, cash payment on May 30, 2014 ($92,279, after increase for customary adjustments), (ii) contingent consideration of up to GBP £75,000 ($125,978), payable over a five year period, based on the achievement of certain Ingeus milestones including the achievement of certain levels of Ingeus’ earnings before interest, taxes, depreciation and amortization and other defined criteria and (iii) contingent consideration of £5,000 ($8,399) upon successful award of a specified customer contract. In addition, on May 30, 2014, the Company issued restricted shares of the Company’s common stock and payment of cash to the former shareholders of Ingeus with a combined value of GBP £14,346 ($24,097), subject to a vesting schedule of 25% per year over a four year period which is accounted for as a compensatory arrangement. The foreign currency translations above were based on the conversion rate on May 30, 2014. | |||||||||||||||||
Ingeus has operations in 10 countries and four continents. It is a distributed workforce development company and market leader in outsourced employability programs, operating in the social improvement, employment and welfare services markets. The acquisition expands the Company’s presence into new, international markets, diversifies its customer base, and enhances its workforce development expertise globally. | |||||||||||||||||
The Company incurred acquisition and related costs for this acquisition of $1,808 in the first quarter of 2014 and $2,457 in the second quarter of 2014, which are included in general and administrative expenses. | |||||||||||||||||
The amounts of Ingeus’ unaudited revenue and net income included in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2014, and the unaudited proforma revenue and net income of the combined entity had the acquisition date been January 1, 2013, are: | |||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Actual: | |||||||||||||||||
Revenue | $ | 28,835 | $ | - | $ | 28,835 | $ | - | |||||||||
Net income | $ | 702 | $ | - | $ | 702 | $ | - | |||||||||
Proforma: | |||||||||||||||||
Revenue | $ | 400,507 | $ | 375,486 | $ | 782,218 | $ | 745,046 | |||||||||
Net income | $ | 10,128 | $ | 14,099 | $ | 28,005 | $ | 27,833 | |||||||||
Diluted earnings per share | $ | 0.7 | $ | 0.99 | $ | 1.96 | $ | 1.93 | |||||||||
The pro forma information above for the three and six months ended June 30, 2014 includes the elimination of acquisition related costs. Adjustments for all periods include compensation and stock-based compensation expense related to employment agreements effective with the acquisition, additional interest expense on the debt issued to finance the purchase, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and property and equipment and related tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been affected on January 1, 2013. | |||||||||||||||||
The following represents the preliminary allocation of the purchase price: | |||||||||||||||||
Consideration: | |||||||||||||||||
Cash purchase of common stock | $ | 92,279 | |||||||||||||||
Estimated adjustment amount | 1,666 | ||||||||||||||||
Fair value of contingent consideration | 47,755 | ||||||||||||||||
Total consideration | $ | 141,700 | |||||||||||||||
Allocated to: | |||||||||||||||||
Cash | $ | 37,159 | |||||||||||||||
Accounts receivable | 26,926 | ||||||||||||||||
Other current assets | 14,343 | ||||||||||||||||
Property and equipment | 9,326 | ||||||||||||||||
Intangibles | 67,600 | ||||||||||||||||
Goodwill (1) | 60,247 | ||||||||||||||||
Deferred taxes, net | (2,841 | ) | |||||||||||||||
Accounts payable and accrued liabilities | (54,244 | ) | |||||||||||||||
Deferred revenue | (10,425 | ) | |||||||||||||||
Other non-current liabilities | (6,391 | ) | |||||||||||||||
Total of assets acquired and liabilities assumed | $ | 141,700 | |||||||||||||||
(1) The goodwill was allocated to the Company's WD Services segment. The goodwill is not expected to be deductible for tax purposes. Goodwill includes | |||||||||||||||||
the value of the purchased assembled workforce. | |||||||||||||||||
The above purchase price allocation represents the preliminary purchase price allocation as the valuation of intangible assets has not been finalized. | |||||||||||||||||
The fair value of intangible assets is as follows: | |||||||||||||||||
Type | Life (years) | Value | |||||||||||||||
Customer relationships | Amortizable | 10 | $ | 46,100 | |||||||||||||
Trademarks and trade names | Amortizable | 10 | 17,500 | ||||||||||||||
Developed technology | Amortizable | 5 | 4,000 | ||||||||||||||
$ | 67,600 | ||||||||||||||||
Additionally, during the second quarter of 2014, the Company acquired a human services business through an asset purchase agreement. The Company has not disclosed purchase information or the pro-forma impact of this acquistion as it was immaterial to the Company's financial position and operations. |
Note_17_Business_Segments
Note 17 - Business Segments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
17. Business Segments | |||||||||||||||||
The Company’s operations are organized and reviewed by management along its services lines. Historically, the Company has operated in two segments, Human Services and NET Services. With the acquisition of Ingeus in the second quarter of 2014, the Company has identified a third segment, WD Services. Human Services includes government sponsored human services consisting of home and community based counseling, foster care and not-for-profit management services. NET Services includes managing the delivery of non-emergency transportation services. WD Services includes distributed workforce development and outsourced employability programs. All corporate costs have been allocated to the three operating segments. | |||||||||||||||||
The following table sets forth certain financial information attributable to the Company’s business segments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
NET Services | $ | 216,296 | $ | 197,883 | $ | 414,373 | $ | 391,016 | |||||||||
Human Services (a) | 98,822 | 89,754 | 190,148 | 178,108 | |||||||||||||
WD Services | 28,835 | - | 28,835 | - | |||||||||||||
Consolidated | $ | 343,953 | $ | 287,637 | $ | 633,356 | $ | 569,124 | |||||||||
Operating income: | |||||||||||||||||
NET Services | $ | 13,395 | $ | 9,506 | $ | 30,091 | $ | 20,793 | |||||||||
Human Services | (30 | ) | 1,947 | (4,646 | ) | 3,764 | |||||||||||
WD Services | 98 | - | 98 | - | |||||||||||||
Consolidated | $ | 13,463 | $ | 11,453 | $ | 25,543 | $ | 24,557 | |||||||||
(a) Excludes intersegment revenue of $76 for the three and six months ended June 30, 2014, and $102 for the three and six months ended June 30, 2013. | |||||||||||||||||
Total assets at June 30, 2014 and December 31, 2013 by segment were as follows: | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Total Assets: | |||||||||||||||||
NET Services | $ | 241,538 | $ | 247,666 | |||||||||||||
Human Services | 162,960 | 140,964 | |||||||||||||||
WD Services | 222,654 | - | |||||||||||||||
Corporate | 35,837 | 36,128 | |||||||||||||||
Consolidated | $ | 662,989 | $ | 424,758 | |||||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Accounting, Policy [Policy Text Block] | ' | ||
Basis of Presentation | |||
The accompanying unaudited condensed consolidated financial statements (the “consolidated financial statements”) include the accounts of The Providence Service Corporation (“the Company,” “our,” “we” and “us”) and its wholly-owned subsidiaries, including Ingeus Limited and its wholly-owned subsidiaries (collectively, “Ingeus”) which were acquired on May 30, 2014. | |||
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) considered necessary for fair presentation have been included. In order to conform to the current year presentation, prior year amounts have been reclassified to show interest expense and interest income as interest expense, net. Additionally, prior year management fee receivables have been included in other receivables for comparable presentation purposes. | |||
The Company has made a number of estimates relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these consolidated financial statements were issued, and considered the effect of such events in the preparation of these consolidated financial statements. | |||
The consolidated balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The 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, 2013. | |||
Description Of Business [Policy Text Block] | ' | ||
Description of Business | |||
The Company provides and manages primarily government sponsored non-emergency transportation, human and workforce development services. As a result of the Ingeus acquisition, the Company operates in three segments, Non-Emergency Transportation Services (“NET Services”), Human Services and Workforce Development Services (“WD Services”). The NET Services segment manages transportation networks and arranges for client transportation to health care related facilities and services for state or regional Medicaid agencies, managed care organizations (“MCOs”) and commercial insurers. In our Human Services segment, our counselors, social workers and behavioral health professionals work with clients, primarily in the client’s home or community, who are eligible for government assistance due to income level, emotional/educational disabilities or court order. The WD Services segment provides outsourced employability programs. As of June 30, 2014, the Company operated in 41 states and the District of Columbia in the United States, and in 11 other countries. | |||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||
Foreign currency translation | |||
Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at the average exchange rate for each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
Pending Accounting Pronouncements | |||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |||
● | Step 1: Identify the contract(s) with a customer. | ||
● | Step 2: Identify the performance obligations in the contract. | ||
● | Step 3: Determine the transaction price. | ||
● | Step 4: Allocate the transaction price to the performance obligations in the contract. | ||
● | Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | ||
For a publicly held entity, this ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements. |
Note_3_Restricted_Cash_Tables
Note 3 - Restricted Cash (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Collateral for letters of credit - Contractual obligations | $ | - | $ | 243 | |||||
Contractual obligations | 634 | 839 | |||||||
Subtotal restricted cash for contractual obligations | 634 | 1,082 | |||||||
Collateral for letters of credit - Reinsured claims losses | 3,033 | 3,033 | |||||||
Escrow/Trust - Reinsured claims losses | 16,600 | 11,614 | |||||||
Subtotal restricted cash for reinsured claims losses | 19,633 | 14,647 | |||||||
Total restricted cash | 20,267 | 15,729 | |||||||
Less current portion | 4,609 | 3,772 | |||||||
$ | 15,658 | $ | 11,957 |
Note_4_Prepaid_Expenses_and_Ot1
Note 4 - Prepaid Expenses and Other (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid Expenses And Other Assets Disclosure [Abstract] | ' | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 9,766 | $ | 4,409 | |||||
Prepaid rent | 3,838 | 1,685 | |||||||
Prepaid taxes | 6,341 | 1,426 | |||||||
Prepaid compensation | 1,962 | 105 | |||||||
Prepaid maintenance agreements and copier leases | 1,492 | 862 | |||||||
Prepaid bus tokens and passes | 1,205 | 1,367 | |||||||
Interest receivable - certificates of deposit | 513 | 503 | |||||||
Other | 4,620 | 1,474 | |||||||
Total prepaid expenses and other | $ | 29,737 | $ | 11,831 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||||||
Estimated | |||||||||||||
Useful | June 30, | December 31, | |||||||||||
Life (years) | 2014 | 2013 | |||||||||||
Land | -- | $ | 1,911 | $ | 1,911 | ||||||||
Buildings | 39 | 11,821 | 11,629 | ||||||||||
Leasehold improvements | Shorter of 7 years | 12,466 | 6,528 | ||||||||||
or lease term | |||||||||||||
Furniture and fixtures | 7 | 5,949 | 3,963 | ||||||||||
Automobiles | 5 | 3,312 | 2,732 | ||||||||||
Computer and telecom equipment | 5-Mar | 28,959 | 25,138 | ||||||||||
Software | 3 | 14,032 | 12,333 | ||||||||||
Construction in progress | -- | 3,824 | 1,816 | ||||||||||
82,274 | 66,050 | ||||||||||||
Less accumulated depreciation | 36,692 | 33,341 | |||||||||||
$ | 45,582 | $ | 32,709 |
Note_6_Goodwill_and_Intangible1
Note 6 - Goodwill and Intangibles (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||
Human | Consolidated | |||||||||||||||||
Services | NET Services | WD Services | Total | |||||||||||||||
Balances at December 31, 2013 | ||||||||||||||||||
Goodwill | $ | 79,241 | $ | 191,215 | $ | - | $ | 270,456 | ||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | |||||||||||
18,048 | 95,215 | - | 113,263 | |||||||||||||||
Ingeus acquisition | - | - | 60,247 | 60,247 | ||||||||||||||
Other acquisitions | 1,122 | - | - | 1,122 | ||||||||||||||
Effect of foreign currency translation | 5 | - | 884 | 889 | ||||||||||||||
Balances at June 30, 2014 | ||||||||||||||||||
Goodwill | 80,368 | 191,215 | 61,131 | 332,714 | ||||||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | |||||||||||
$ | 19,175 | $ | 95,215 | $ | 61,131 | $ | 175,521 | |||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||||
Estimated | Gross | Gross | ||||||||||||||||
Useful | Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||
Life (Years) | Amount | Amortization | Amount | Amortization | ||||||||||||||
Management contracts | 10 | $ | 7,775 | $ | (6,934 | ) | $ | 11,422 | $ | (9,975 | ) | |||||||
Customer relationships | 15 | 73,995 | (35,732 | ) | 73,990 | (33,319 | ) | |||||||||||
Customer relationships | 10 | 48,305 | (1,489 | ) | 1,417 | (1,027 | ) | |||||||||||
Customer relationships | 3 | 5,029 | (330 | ) | 989 | (21 | ) | |||||||||||
Developed technology | 5 | 4,068 | (34 | ) | - | - | ||||||||||||
Trademarks and Trade Names | 10 | 17,799 | (148 | ) | - | - | ||||||||||||
Total | 12* | $ | 156,971 | $ | (44,667 | ) | $ | 87,818 | $ | (44,342 | ) | |||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||||||
Fiscal Year | Amount | |||||||||||||||||
2014 (remaining year) | $ | 7,108 | ||||||||||||||||
2015 | 13,812 | |||||||||||||||||
2016 | 13,326 | |||||||||||||||||
2017 | 12,897 | |||||||||||||||||
2018 | 12,897 | |||||||||||||||||
Thereafter | 52,264 | |||||||||||||||||
Total | $ | 112,304 |
Note_7_Accrued_Expenses_Tables
Note 7 - Accrued Expenses (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 28,993 | $ | 22,940 | |||||
NET Services contract adjustments | 16,797 | 12,445 | |||||||
Other | 35,586 | 17,099 | |||||||
$ | 81,376 | $ | 52,484 |
Note_9_LongTerm_Obligations_Ta
Note 9 - Long-Term Obligations (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
6.5% convertible senior subordinated notes, interest payable semi-annually beginning May 2008 with principal due May 2014 (the "Notes") | $ | - | $ | 47,500 | |||||
$240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 1.75% - 2.50% (effective rate of 2.40% at June 30, 2014) through August 2018 with interest payable at least once every three months | 131,000 | 16,000 | |||||||
$60,000 term loan, LIBOR plus 1.75% - 2.50%, with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 | 60,000 | 60,000 | |||||||
2% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 | 600 | - | |||||||
191,600 | 123,500 | ||||||||
Less current portion | 2,250 | 48,250 | |||||||
$ | 189,350 | $ | 75,250 |
Note_10_StockBased_Compensatio1
Note 10 - Stock-Based Compensation Arrangements (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||
For the six months ended June 30, 2014 | |||||||||
Number of Shares Under Option | Weighted-average Exercise Price | ||||||||
Balance at beginning of period | 874,252 | $ | 19.76 | ||||||
Exercised | (430,369 | ) | 21.26 | ||||||
Forfeited or expired | (9,001 | ) | 27.87 | ||||||
Outstanding at June 30, 2014 | 434,882 | $ | 18.12 | ||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||
For the six months ended June 30, 2014 | |||||||||
Shares | Weighted-average Grant Date Fair Value | ||||||||
Non-vested balance at beginning of period | 158,842 | $ | 17.68 | ||||||
Granted | 619,599 | 39.8 | |||||||
Vested | (72,452 | ) | 16.76 | ||||||
Forfeited or cancelled | (15,122 | ) | 16.16 | ||||||
Non-vested at June 30, 2014 | 690,867 | $ | 37.65 |
Note_11_Stockholders_Equity_Ta
Note 11 - Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of Stockholders Equity [Table Text Block] | ' | ||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Other | Non- | |||||||||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Comprehensive | Controlling | |||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | Income (Loss) | Interest | |||||||||||||||||||||||
Balance at December 31, 2013 | 14,477,312 | $ | 14 | $ | 194,363 | 956,442 | $ | (15,641 | ) | $ | (1,419 | ) | $ | 6,961 | |||||||||||||||
Stock-based compensation | - | - | 1,400 | - | - | - | - | ||||||||||||||||||||||
Exercise of employee stock options, including net tax windfall of $2,322 | 430,369 | - | 11,472 | - | - | - | - | ||||||||||||||||||||||
Restricted stock issued | 72,452 | - | - | 17,915 | (501 | ) | - | - | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | 2,378 | - | ||||||||||||||||||||||
PSC of Canada Exchange Corp. shares exchanged | 261,694 | - | 6,961 | 39,162 | (1,521 | ) | - | (6,961 | ) | ||||||||||||||||||||
Restricted shares issued related to Ingeus acquisition, unvested | 596,915 | 1 | -1 | - | - | - | - | ||||||||||||||||||||||
Other | - | - | - | - | - | - | (33 | ) | |||||||||||||||||||||
Balance at June 30, 2014 | 15,838,742 | $ | 15 | $ | 214,195 | 1,013,519 | $ | (17,663 | ) | $ | 959 | $ | (33 | ) |
Note_12_Earnings_Per_Share_Tab
Note 12 - Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income, basic | $ | 6,672 | $ | 5,876 | $ | 12,959 | $ | 12,554 | |||||||||
Effect of interest related to the Senior Notes | - | - | - | 998 | |||||||||||||
Net income available to common stockholders, diluted | $ | 6,672 | $ | 5,876 | $ | 12,959 | $ | 13,552 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per share -- weighted-average shares | 14,171,013 | 13,403,985 | 14,006,944 | 13,277,285 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Common stock options and restricted stock awards | 265,779 | 276,926 | 282,782 | 496,431 | |||||||||||||
Performance-based restricted stock units | 17,172 | - | 17,172 | - | |||||||||||||
Senior Notes | - | - | - | 1,139,145 | |||||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 14,453,964 | 13,680,911 | 14,306,898 | 14,912,861 | |||||||||||||
Basic earnings per share | $ | 0.47 | $ | 0.44 | $ | 0.93 | $ | 0.95 | |||||||||
Diluted earnings per share | $ | 0.46 | $ | 0.43 | $ | 0.91 | $ | 0.91 |
Note_16_Acquisitions_Tables
Note 16 - Acquisitions (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Actual: | |||||||||||||||||
Revenue | $ | 28,835 | $ | - | $ | 28,835 | $ | - | |||||||||
Net income | $ | 702 | $ | - | $ | 702 | $ | - | |||||||||
Proforma: | |||||||||||||||||
Revenue | $ | 400,507 | $ | 375,486 | $ | 782,218 | $ | 745,046 | |||||||||
Net income | $ | 10,128 | $ | 14,099 | $ | 28,005 | $ | 27,833 | |||||||||
Diluted earnings per share | $ | 0.7 | $ | 0.99 | $ | 1.96 | $ | 1.93 | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
Consideration: | |||||||||||||||||
Cash purchase of common stock | $ | 92,279 | |||||||||||||||
Estimated adjustment amount | 1,666 | ||||||||||||||||
Fair value of contingent consideration | 47,755 | ||||||||||||||||
Total consideration | $ | 141,700 | |||||||||||||||
Allocated to: | |||||||||||||||||
Cash | $ | 37,159 | |||||||||||||||
Accounts receivable | 26,926 | ||||||||||||||||
Other current assets | 14,343 | ||||||||||||||||
Property and equipment | 9,326 | ||||||||||||||||
Intangibles | 67,600 | ||||||||||||||||
Goodwill (1) | 60,247 | ||||||||||||||||
Deferred taxes, net | (2,841 | ) | |||||||||||||||
Accounts payable and accrued liabilities | (54,244 | ) | |||||||||||||||
Deferred revenue | (10,425 | ) | |||||||||||||||
Other non-current liabilities | (6,391 | ) | |||||||||||||||
Total of assets acquired and liabilities assumed | $ | 141,700 | |||||||||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | ' | ||||||||||||||||
Type | Life (years) | Value | |||||||||||||||
Customer relationships | Amortizable | 10 | $ | 46,100 | |||||||||||||
Trademarks and trade names | Amortizable | 10 | 17,500 | ||||||||||||||
Developed technology | Amortizable | 5 | 4,000 | ||||||||||||||
$ | 67,600 |
Note_17_Business_Segments_Tabl
Note 17 - Business Segments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
NET Services | $ | 216,296 | $ | 197,883 | $ | 414,373 | $ | 391,016 | |||||||||
Human Services (a) | 98,822 | 89,754 | 190,148 | 178,108 | |||||||||||||
WD Services | 28,835 | - | 28,835 | - | |||||||||||||
Consolidated | $ | 343,953 | $ | 287,637 | $ | 633,356 | $ | 569,124 | |||||||||
Operating income: | |||||||||||||||||
NET Services | $ | 13,395 | $ | 9,506 | $ | 30,091 | $ | 20,793 | |||||||||
Human Services | (30 | ) | 1,947 | (4,646 | ) | 3,764 | |||||||||||
WD Services | 98 | - | 98 | - | |||||||||||||
Consolidated | $ | 13,463 | $ | 11,453 | $ | 25,543 | $ | 24,557 | |||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | ' | ||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Total Assets: | |||||||||||||||||
NET Services | $ | 241,538 | $ | 247,666 | |||||||||||||
Human Services | 162,960 | 140,964 | |||||||||||||||
WD Services | 222,654 | - | |||||||||||||||
Corporate | 35,837 | 36,128 | |||||||||||||||
Consolidated | $ | 662,989 | $ | 424,758 |
Note_1_Basis_of_Presentation_D1
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Pending Accounting Pronouncements (Details) | Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Number of States in which Entity Operates | 41 |
Number of Countries in which Entity Operates | 11 |
Note_2_Concentration_of_Credit1
Note 2 - Concentration of Credit Risk (Details) (Sales Revenue, Net [Member], Government Contracts Concentration Risk [Member]) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Sales Revenue, Net [Member] | Government Contracts Concentration Risk [Member] | ' | ' |
Note 2 - Concentration of Credit Risk (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 79.00% | 80.30% |
Note_3_Restricted_Cash_Details
Note 3 - Restricted Cash (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Contractual Obligations [Member] | Contractual Obligations [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Collateral for Letters of Credit [Member] | Collateral for Letters of Credit [Member] | Collateral for Letters of Credit [Member] | Funds for Obligations with Governmental Agencies [Member] | Funds for Obligations with Governmental Agencies [Member] | Escrow or Trust [Member] | Escrow or Trust [Member] | General and Professional Liability Reinsurance Program [Member] | General and Professional Liability Reinsurance Program [Member] | Auto Liability Program [Member] | Auto Liability Program [Member] | Workersb Compensation, General and Professional Liability and Auto Liability Reinsurance Programs [Member] | Workersb Compensation, General and Professional Liability and Auto Liability Reinsurance Programs [Member] | ||
Contractual Obligations [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Contractual Obligations [Member] | Contractual Obligations [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | Reinsured Claims Losses [Member] | |||||||
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents | $20,267 | $15,729 | $634 | $1,082 | $19,633 | $14,647 | $243 | $3,033 | $3,033 | $634 | $839 | $16,600 | $11,614 | $2,800 | $3,070 | $619 | $732 | $13,182 | $7,812 |
Note_3_Restricted_Cash_Details1
Note 3 - Restricted Cash (Details) - Restricted Cash (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | $20,267 | $15,729 |
Less current portion | 4,609 | 3,772 |
15,658 | 11,957 | |
Contractual Obligations [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 634 | 1,082 |
Reinsured Claims Losses [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 19,633 | 14,647 |
Collateral for Letters of Credit [Member] | Contractual Obligations [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | ' | 243 |
Collateral for Letters of Credit [Member] | Reinsured Claims Losses [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 3,033 | 3,033 |
Funds for Obligations with Governmental Agencies [Member] | Contractual Obligations [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 634 | 839 |
Escrow or Trust [Member] | Reinsured Claims Losses [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | $16,600 | $11,614 |
Note_4_Prepaid_Expenses_and_Ot2
Note 4 - Prepaid Expenses and Other (Details) - Prepaid Expenses and Other (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other [Abstract] | ' | ' |
Prepaid insurance | $9,766 | $4,409 |
Prepaid rent | 3,838 | 1,685 |
Prepaid taxes | 6,341 | 1,426 |
Prepaid compensation | 1,962 | 105 |
Prepaid maintenance agreements and copier leases | 1,492 | 862 |
Prepaid bus tokens and passes | 1,205 | 1,367 |
Interest receivable - certificates of deposit | 513 | 503 |
Other | 4,620 | 1,474 |
Total prepaid expenses and other | $29,737 | $11,831 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $4,908 | $3,873 |
Note_5_Property_and_Equipment_2
Note 5 - Property and Equipment (Details) - Property and Equipment (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $82,274 | $66,050 |
Less accumulated depreciation | 36,692 | 33,341 |
45,582 | 32,709 | |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 1,911 | 1,911 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '39 years | ' |
Property and Equipment | 11,821 | 11,629 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '7 years | ' |
Property and Equipment | 12,466 | 6,528 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '7 years | ' |
Property and Equipment | 5,949 | 3,963 |
Automobiles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '5 years | ' |
Property and Equipment | 3,312 | 2,732 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 28,959 | 25,138 |
Computer Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '3 years | ' |
Computer Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '5 years | ' |
Software and Software Development Costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '3 years | ' |
Property and Equipment | 14,032 | 12,333 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $3,824 | $1,816 |
Note_6_Goodwill_and_Intangible2
Note 6 - Goodwill and Intangibles (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Note 6 - Goodwill and Intangibles (Details) [Line Items] | ' | ' | ' | ' |
Goodwill | ' | $175,521,000 | ' | $113,263,000 |
Asset Impairment Charges | 492,000 | ' | 492,000 | ' |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | ' | 38,117,000 | ' | 36,870,000 |
Amortization of Intangible Assets | ' | 3,963,000 | ' | 3,591,000 |
Rio Grande Management [Member] | ' | ' | ' | ' |
Note 6 - Goodwill and Intangibles (Details) [Line Items] | ' | ' | ' | ' |
Goodwill | $0 | ' | $0 | ' |
Note_6_Goodwill_and_Intangible3
Note 6 - Goodwill and Intangibles (Details) - Changes in Goodwill (USD $) | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 30-May-14 | ||
Human Services [Member] | Human Services [Member] | NET Services [Member] | NET Services [Member] | WD Services [Member] | WD Services [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | ||||
Ingeus Acquisition [Member] | |||||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill, gross | $332,714,000 | $270,456,000 | $80,368,000 | $79,241,000 | $191,215,000 | $191,215,000 | ' | $61,131,000 | ' | ' | |
Accumulated impairment losses | -157,193,000 | -157,193,000 | -61,193,000 | -61,193,000 | -96,000,000 | -96,000,000 | ' | ' | ' | ' | |
Goodwill | 175,521,000 | 113,263,000 | 19,175,000 | 18,048,000 | 95,215,000 | 95,215,000 | ' | 61,131,000 | ' | 60,247,000 | [1] |
Acquisitions | 1,122,000 | ' | 1,122,000 | ' | ' | ' | 60,247,000 | ' | 60,247,000 | ' | |
Effect of foreign currency translation | $889,000 | ' | $5,000 | ' | ' | ' | ' | $884,000 | ' | ' | |
[1] | The goodwill was allocated to the Company's WD Services segment. The goodwill is not expected to be deductible for tax purposes. Goodwill includes the value of the purchased assembled workforce. |
Note_6_Goodwill_and_Intangible4
Note 6 - Goodwill and Intangibles (Details) - Intangible Assets (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross Carrying Amount | $156,971 | $87,818 | |
Accumulated Amortization | -44,667 | -44,342 | |
Total | '12 years | [1] | ' |
Total | 156,971 | 87,818 | |
Total | -44,667 | -44,342 | |
Management Contracts [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 7,775 | 11,422 | |
Accumulated Amortization | -6,934 | -9,975 | |
Total | 7,775 | 11,422 | |
Total | -6,934 | -9,975 | |
Customer Relationships 1 [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '15 years | ' | |
Gross Carrying Amount | 73,995 | 73,990 | |
Accumulated Amortization | -35,732 | -33,319 | |
Total | 73,995 | 73,990 | |
Total | -35,732 | -33,319 | |
Customer Relationships 2 [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 48,305 | 1,417 | |
Accumulated Amortization | -1,489 | -1,027 | |
Total | 48,305 | 1,417 | |
Total | -1,489 | -1,027 | |
Customer Relationships 3 [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '3 years | ' | |
Gross Carrying Amount | 5,029 | 989 | |
Accumulated Amortization | -330 | -21 | |
Total | 5,029 | 989 | |
Total | -330 | -21 | |
Developed Technology Rights [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '5 years | ' | |
Gross Carrying Amount | 4,068 | ' | |
Accumulated Amortization | -34 | ' | |
Total | 4,068 | ' | |
Total | -34 | ' | |
Trademarks and Trade Names [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 17,799 | ' | |
Accumulated Amortization | -148 | ' | |
Total | 17,799 | ' | |
Total | ($148) | ' | |
[1] | Weighted-average amortization period at June 30, 2014. |
Note_6_Goodwill_and_Intangible5
Note 6 - Goodwill and Intangibles (Details) - Amortization Expense (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Amortization Expense [Abstract] | ' |
2014 (remaining year) | $7,108 |
2015 | 13,812 |
2016 | 13,326 |
2017 | 12,897 |
2018 | 12,897 |
Thereafter | 52,264 |
Total | $112,304 |
Note_7_Accrued_Expenses_Detail
Note 7 - Accrued Expenses (Details) - Accrued Expenses (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ' | ' |
Accrued compensation | $28,993 | $22,940 |
NET Services contract adjustments | 16,797 | 12,445 |
Other | 35,586 | 17,099 |
$81,376 | $52,484 |
Note_8_Fair_Value_Measurements1
Note 8 - Fair Value Measurements (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Note 8 - Fair Value Measurements (Details) [Line Items] | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $0 |
Other Noncurrent Liabilities [Member] | ' |
Note 8 - Fair Value Measurements (Details) [Line Items] | ' |
Business Combination, Contingent Consideration, Liability | $47,755,000 |
Note_9_LongTerm_Obligations_De
Note 9 - Long-Term Obligations (Details) (Revolving Credit Facility [Member], USD $) | 28-May-14 | 27-May-14 |
In Thousands, unless otherwise specified | ||
Revolving Credit Facility [Member] | ' | ' |
Note 9 - Long-Term Obligations (Details) [Line Items] | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $240,000 | $165,000 |
Note_9_LongTerm_Obligations_De1
Note 9 - Long-Term Obligations (Details) - Companybs Long-term Obligations (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $191,600 | $123,500 |
Less current portion | 2,250 | 48,250 |
189,350 | 75,250 | |
Convertible Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | ' | 47,500 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 60,000 | 60,000 |
Unsecured, Subordinated Note [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 600 | ' |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $131,000 | $16,000 |
Note_9_LongTerm_Obligations_De2
Note 9 - Long-Term Obligations (Details) - Companybs Long-term Obligations (Parentheticals) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 6.50% | 6.50% |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face amount (in Dollars) | 60,000 | 60,000 |
Term Loan [Member] | Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | 1.75% | 1.75% |
Term Loan [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | 2.50% | 2.50% |
Unsecured, Subordinated Note [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 2.00% | ' |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face amount (in Dollars) | 240,000 | 165,000 |
Revolving loan, effective rate | 2.40% | ' |
Revolving Credit Facility [Member] | Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | 1.75% | 1.75% |
Revolving Credit Facility [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | 2.50% | 2.50% |
Note_10_StockBased_Compensatio2
Note 10 - Stock-Based Compensation Arrangements (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Installments | 3 |
Note_10_StockBased_Compensatio3
Note 10 - Stock-Based Compensation Arrangements (Details) - Stock Option Activity (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Stock Option Activity [Abstract] | ' |
Balance at beginning of period | 874,252 |
Balance at beginning of period | $19.76 |
Outstanding at June 30, 2014 | 434,882 |
Outstanding at June 30, 2014 | $18.12 |
Exercised | -430,369 |
Exercised | $21.26 |
Forfeited or expired | -9,001 |
Forfeited or expired | $27.87 |
Note_10_StockBased_Compensatio4
Note 10 - Stock-Based Compensation Arrangements (Details) - Nonvested Stock Activity (Restricted Stock [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Restricted Stock [Member] | ' |
Note 10 - Stock-Based Compensation Arrangements (Details) - Nonvested Stock Activity [Line Items] | ' |
Non-vested balance at beginning of period | 158,842 |
Non-vested balance at beginning of period | $17.68 |
Non-vested at June 30, 2014 | 690,867 |
Non-vested at June 30, 2014 | $37.65 |
Granted | 619,599 |
Granted | $39.80 |
Vested | -72,452 |
Vested | $16.76 |
Forfeited or cancelled | -15,122 |
Forfeited or cancelled | $16.16 |
Note_11_Stockholders_Equity_De
Note 11 - Stockholders' Equity (Details) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Jun. 06, 2014 | Jun. 06, 2014 | Jun. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Common Stock [Member] | WCG [Member] | WCG [Member] | WCG [Member] | WCG [Member] | Maximum [Member] | Maximum [Member] | ||
British Columbia, Canada [Member] | British Columbia, Canada [Member] | British Columbia, Canada [Member] | British Columbia, Canada [Member] | WCG [Member] | WCG [Member] | |||
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | |||
Note 11 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | $1,406 | 1,500 | ' | ' |
Litigation Settlement, Expense | ' | ' | ' | ' | ' | ' | 112 | 120 |
Loss Contingency, Damages Paid, Value | ' | ' | $1,406 | 1,500 | ' | ' | ' | ' |
Treasury Stock, Shares Surrendered | 39,162 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | 222,532 | ' | ' | ' | ' | ' | ' |
Note_11_Stockholders_Equity_De1
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | $150,637 | ' |
Balance at June 30, 2014 | 176,791 | ' | 176,791 | ' |
Exercise of employee stock options, including net tax windfall of $2,322 (in Shares) | ' | ' | 430,369 | ' |
Foreign currency translation adjustments | 2,642 | -255 | 2,378 | -415 |
Common Stock [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 (in Shares) | ' | ' | 14,477,312 | ' |
Balance at December 31, 2013 | ' | ' | 14 | ' |
Balance at June 30, 2014 (in Shares) | 15,838,742 | ' | 15,838,742 | ' |
Balance at June 30, 2014 | 15 | ' | 15 | ' |
Exercise of employee stock options, including net tax windfall of $2,322 (in Shares) | ' | ' | 430,369 | ' |
Restricted stock issued (in Shares) | ' | ' | 72,452 | ' |
PSC of Canada Exchange Corp. shares exchanged (in Shares) | ' | ' | 261,694 | ' |
Restricted shares issued related to Ingeus acquisition, unvested (in Shares) | ' | ' | 596,915 | ' |
Restricted shares issued related to Ingeus acquisition, unvested | ' | ' | 1 | ' |
Additional Paid-in Capital [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | 194,363 | ' |
Balance at June 30, 2014 | 214,195 | ' | 214,195 | ' |
Stock-based compensation | ' | ' | 1,400 | ' |
Exercise of employee stock options, including net tax windfall of $2,322 | ' | ' | 11,472 | ' |
PSC of Canada Exchange Corp. shares exchanged | ' | ' | 6,961 | ' |
Restricted shares issued related to Ingeus acquisition, unvested | ' | ' | -1 | ' |
Treasury Stock [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 (in Shares) | ' | ' | 956,442 | ' |
Balance at December 31, 2013 | ' | ' | -15,641 | ' |
Balance at June 30, 2014 (in Shares) | 1,013,519 | ' | 1,013,519 | ' |
Balance at June 30, 2014 | -17,663 | ' | -17,663 | ' |
Restricted stock issued (in Shares) | ' | ' | 17,915 | ' |
Restricted stock issued | ' | ' | -501 | ' |
PSC of Canada Exchange Corp. shares exchanged (in Shares) | ' | ' | 39,162 | ' |
PSC of Canada Exchange Corp. shares exchanged | ' | ' | -1,521 | ' |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | -1,419 | ' |
Balance at June 30, 2014 | 959 | ' | 959 | ' |
Foreign currency translation adjustments | ' | ' | 2,378 | ' |
Noncontrolling Interest [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | 6,961 | ' |
Balance at June 30, 2014 | -33 | ' | -33 | ' |
PSC of Canada Exchange Corp. shares exchanged | ' | ' | -6,961 | ' |
Other | ' | ' | ($33) | ' |
Note_11_Stockholders_Equity_De2
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) (Additional Paid-in Capital [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Additional Paid-in Capital [Member] | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) [Line Items] | ' |
Net tax windfall | $2,322 |
Note_12_Earnings_Per_Share_Det
Note 12 - Earnings Per Share (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2013 | Jun. 30, 2013 | |
Note 12 - Earnings Per Share (Details) [Line Items] | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | ' | 1,139,145 |
Convertible Debt Securities [Member] | ' | ' |
Note 12 - Earnings Per Share (Details) [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,139,145 | ' |
Equity Option [Member] | ' | ' |
Note 12 - Earnings Per Share (Details) [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 474,167 | 1,575,597 |
Note_12_Earnings_Per_Share_Det1
Note 12 - Earnings Per Share (Details) - Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income, basic (in Dollars) | $6,672 | $5,876 | $12,959 | $12,554 |
Effect of interest related to the Senior Notes (in Dollars) | ' | ' | ' | 998 |
Net income available to common stockholders, diluted (in Dollars) | $6,672 | $5,876 | $12,959 | $13,552 |
Denominator: | ' | ' | ' | ' |
Denominator for basic earnings per share -- weighted-average shares | 14,171,013 | 13,403,985 | 14,006,944 | 13,277,285 |
Effect of dilutive securities: | ' | ' | ' | ' |
Senior Notes | ' | ' | ' | 1,139,145 |
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 14,453,964 | 13,680,911 | 14,306,898 | 14,912,861 |
Basic earnings per share (in Dollars per share) | $0.47 | $0.44 | $0.93 | $0.95 |
Diluted earnings per share (in Dollars per share) | $0.46 | $0.43 | $0.91 | $0.91 |
Stock Options and RSAs [Member] | ' | ' | ' | ' |
Effect of dilutive securities: | ' | ' | ' | ' |
Common stock options and restricted stock awards | 265,779 | 276,926 | 282,782 | 496,431 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Effect of dilutive securities: | ' | ' | ' | ' |
Performance-based restricted stock units | 17,172 | ' | 17,172 | ' |
Note_13_Income_Taxes_Details
Note 13 - Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 45.30% | 39.80% | 42.90% | 40.60% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | ' | ' | 35.00% | 35.00% |
Note_14_Commitments_and_Contin1
Note 14 - Commitments and Contingencies (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Other Noncurrent Liabilities [Member] | Other Noncurrent Liabilities [Member] | ||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' |
Number Of Deferred Compensation Plans | 2 | ' | ' |
Deferred Compensation Arrangement with Individual, Recorded Liability | ' | $1,367 | $1,485 |
Note_15_Transactions_with_Rela1
Note 15 - Transactions with Related Parties (Details) (Vwp Mcdowell Llc [Member], USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Vwp Mcdowell Llc [Member] | ' | ' |
Note 15 - Transactions with Related Parties (Details) [Line Items] | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '10 years | ' |
Ownership Percentage In Related Party | 13.00% | ' |
Operating Leases, Rent Expense | $207 | $209 |
Operating Leases, Future Minimum Payments Due | $4,563 | ' |
Note_16_Acquisitions_Details
Note 16 - Acquisitions (Details) | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 |
In Thousands, unless otherwise specified | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | Upon Achievement of Certain Earnings Levels [Member] | Upon Achievement of Certain Earnings Levels [Member] | Upon Successful Award of Customer Contract [Member] | Upon Successful Award of Customer Contract [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus [Member] | |
Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | USD ($) | GBP (£) | |||
USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | ||||||
Note 16 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | $92,279 | £ 35,000 | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | 125,978 | 75,000 | 8,399 | 5,000 | ' | ' | ' |
Business Combination Consideration Arrangements Earn Out Period | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' |
Business Combination, Compensatory Arrangement, Shares and Cash Issued to Former Shareholders | ' | ' | ' | ' | ' | ' | ' | ' | 24,097 | 14,346 | ' |
Business Combination, Compensatory Arrangement, Equity Interests Issued and Issuable, Vesting Percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Compensatory Arrangement, Equity Interests Issued, Vesting Period | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' |
Number of Countries in which Entity Operates | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 |
Number of Continents in which Entity Operates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Business Combination, Acquisition Related Costs | ' | $2,457 | $1,808 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_16_Acquisitions_Details_U
Note 16 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income (Ingeus Acquisition [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Ingeus Acquisition [Member] | ' | ' | ' | ' |
Note 16 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income [Line Items] | ' | ' | ' | ' |
Revenue | $28,835 | ' | $28,835 | ' |
Net income | 702 | ' | 702 | ' |
Revenue | 400,507 | 375,486 | 782,218 | 745,046 |
Net income | $10,128 | $14,099 | $28,005 | $27,833 |
Diluted earnings per share (in Dollars per share) | $0.70 | $0.99 | $1.96 | $1.93 |
Note_16_Acquisitions_Details_P
Note 16 - Acquisitions (Details) - Preliminary Allocation of Purchase Price | Jun. 30, 2014 | Dec. 31, 2013 | 30-May-14 | 30-May-14 | |
USD ($) | USD ($) | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | ||
USD ($) | GBP (£) | ||||
Consideration: | ' | ' | ' | ' | |
Cash purchase of common stock | ' | ' | $92,279,000 | £ 35,000,000 | |
Estimated adjustment amount | ' | ' | 1,666,000 | ' | |
Fair value of contingent consideration | ' | ' | 47,755,000 | ' | |
Total consideration | ' | ' | 141,700,000 | ' | |
Allocated to: | ' | ' | ' | ' | |
Cash | ' | ' | 37,159,000 | ' | |
Accounts receivable | ' | ' | 26,926,000 | ' | |
Other current assets | ' | ' | 14,343,000 | ' | |
Property and equipment | ' | ' | 9,326,000 | ' | |
Intangibles | ' | ' | 67,600,000 | ' | |
Goodwill (1) | 175,521,000 | 113,263,000 | 60,247,000 | [1] | ' |
Deferred taxes, net | ' | ' | -2,841,000 | ' | |
Accounts payable and accrued liabilities | ' | ' | -54,244,000 | ' | |
Deferred revenue | ' | ' | -10,425,000 | ' | |
Other non-current liabilities | ' | ' | -6,391,000 | ' | |
Total of assets acquired and liabilities assumed | ' | ' | $141,700,000 | ' | |
[1] | The goodwill was allocated to the Company's WD Services segment. The goodwill is not expected to be deductible for tax purposes. Goodwill includes the value of the purchased assembled workforce. |
Note_16_Acquisitions_Details_F
Note 16 - Acquisitions (Details) - Fair Value of Intangible Assets (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Value | $67,600 |
Customer Relationships [Member] | Ingeus Acquisition [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '10 years |
Value | 46,100 |
Trademarks and Trade Names [Member] | Ingeus Acquisition [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '10 years |
Value | 17,500 |
Trademarks and Trade Names [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '10 years |
Developed Technology Rights [Member] | Ingeus Acquisition [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '5 years |
Value | $4,000 |
Developed Technology Rights [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '5 years |
Note_17_Business_Segments_Deta
Note 17 - Business Segments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Note 17 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Number of Operating Segments | ' | ' | 3 | ' | 2 | ||||
Revenues | $343,953 | $287,637 | $633,356 | $569,124 | ' | ||||
Human Services [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' | ' | ||||
Note 17 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues | 76 | 102 | 76 | 102 | ' | ||||
Human Services [Member] | ' | ' | ' | ' | ' | ||||
Note 17 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues | $98,822 | [1] | $89,754 | [1] | $190,148 | [1] | $178,108 | [1] | ' |
[1] | Excludes intersegment revenue of $76 for the three and six months ended June 30, 2014, and $102 for the three and six months ended June 30, 2013. |
Note_17_Business_Segments_Deta1
Note 17 - Business Segments (Details) - Financial Information Attributable to the Company's Business Segments (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | $343,953 | $287,637 | $633,356 | $569,124 | ||||
Operating income: | ' | ' | ' | ' | ||||
Operating income | 13,463 | 11,453 | 25,543 | 24,557 | ||||
NET Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 216,296 | 197,883 | 414,373 | 391,016 | ||||
Operating income: | ' | ' | ' | ' | ||||
Operating income | 13,395 | 9,506 | 30,091 | 20,793 | ||||
Human Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 98,822 | [1] | 89,754 | [1] | 190,148 | [1] | 178,108 | [1] |
Operating income: | ' | ' | ' | ' | ||||
Operating income | -30 | 1,947 | -4,646 | 3,764 | ||||
WD Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 28,835 | ' | 28,835 | ' | ||||
Operating income: | ' | ' | ' | ' | ||||
Operating income | $98 | ' | $98 | ' | ||||
[1] | Excludes intersegment revenue of $76 for the three and six months ended June 30, 2014, and $102 for the three and six months ended June 30, 2013. |
Note_17_Business_Segments_Deta2
Note 17 - Business Segments (Details) - Total Assets by Segment (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total Assets: | ' | ' |
Total Assets | $662,989 | $424,758 |
NET Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 241,538 | 247,666 |
Human Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 162,960 | 140,964 |
WD Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 222,654 | ' |
Corporate Segment [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | $35,837 | $36,128 |