Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 04, 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 | ' | 15,853,404 |
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-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $136,898 | $98,995 |
Accounts receivable, net of allowance of $5.5 million in 2014 and $4.2 million in 2013 | 126,916 | 88,315 |
Other receivables | 5,138 | 6,607 |
Prepaid expenses and other | 25,073 | 11,831 |
Restricted cash | 4,424 | 3,772 |
Deferred tax assets | 3,228 | 2,152 |
Total current assets | 301,677 | 211,672 |
Property and equipment, net | 44,496 | 32,709 |
Goodwill | 162,561 | 113,263 |
Intangible assets, net | 118,753 | 43,476 |
Other assets | 15,332 | 11,681 |
Restricted cash, less current portion | 14,948 | 11,957 |
Total assets | 657,767 | 424,758 |
Current liabilities: | ' | ' |
Current portion of long-term obligations | 3,000 | 48,250 |
Accounts payable | 32,164 | 3,904 |
Accrued expenses | 98,904 | 52,484 |
Accrued transportation costs | 61,290 | 54,962 |
Deferred revenue | 14,338 | 3,687 |
Reinsurance liability reserve | 12,634 | 10,778 |
Total current liabilities | 222,330 | 174,065 |
Long-term obligations, less current portion | 188,600 | 75,250 |
Other long-term liabilities | 59,338 | 15,359 |
Deferred tax liabilities | 11,765 | 9,447 |
Total liabilities | 482,033 | 274,121 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' equity | ' | ' |
Common stock: Authorized 40,000,000 shares; $0.001 par value; 15,915,200 and 14,477,312 issued and outstanding (including treasury shares) | 16 | 14 |
Additional paid-in capital | 220,388 | 194,363 |
Accumulated deficit | -20,417 | -33,641 |
Accumulated other comprehensive income (loss), net of tax | -6,601 | -1,419 |
Treasury shares, at cost, 1,013,519 and 956,442 shares | -17,663 | -15,641 |
Total Providence stockholders' equity | 175,723 | 143,676 |
Non-controlling interest | 11 | 6,961 |
Total stockholders' equity | 175,734 | 150,637 |
Total liabilities and stockholders' equity | $657,767 | $424,758 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance (in Dollars) | $5,500 | $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 | 15,915,200 | 14,477,312 |
Common stock, shares outstanding | 15,915,200 | 14,477,312 |
Treasury shares, shares | 1,013,519 | 956,442 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | $394,218 | $276,713 | $1,027,575 | $845,837 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
General and administrative expense | 25,100 | 11,082 | 54,881 | 36,265 | ||||
Depreciation and amortization | 8,034 | 3,725 | 16,906 | 11,188 | ||||
Asset impairment charge | ' | ' | ' | 492 | ||||
Total operating expenses | 392,381 | 268,737 | 1,000,196 | 813,304 | ||||
Operating income | 1,837 | 7,976 | 27,379 | 32,533 | ||||
Other expense: | ' | ' | ' | ' | ||||
Interest expense, net | 1,373 | 1,876 | 4,219 | 5,315 | ||||
Loss on extinguishment of debt | ' | 525 | ' | 525 | ||||
Income before income taxes | 464 | 5,575 | 23,160 | 26,693 | ||||
Provision for income taxes | 198 | 2,048 | 9,936 | 10,612 | ||||
Net income | 266 | 3,527 | 13,224 | 16,081 | ||||
Earnings per common share: | ' | ' | ' | ' | ||||
Basic (in Dollars per share) | $0.02 | $0.26 | $0.92 | $1.20 | ||||
Diluted (in Dollars per share) | $0.02 | $0.25 | $0.90 | $1.17 | ||||
Weighted-average number of common shares outstanding: | ' | ' | ' | ' | ||||
Basic (in Shares) | 14,955,773 | 13,674,467 | 14,450,248 | 13,411,204 | ||||
Diluted (in Shares) | 15,176,105 | 14,049,329 | 14,723,360 | 13,711,124 | ||||
NET Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 226,055 | 192,011 | 640,428 | 583,028 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 206,247 | 177,049 | 577,874 | 536,664 | ||||
Operating income | 12,376 | 9,460 | 42,466 | 30,252 | ||||
Human Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 91,987 | [1] | 84,702 | [1] | 282,135 | [1] | 262,809 | [1] |
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 86,293 | 76,881 | 259,405 | 228,695 | ||||
Operating income | -6,389 | -1,484 | -11,035 | 2,281 | ||||
WD Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 76,176 | ' | 105,012 | ' | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Cost of revenue | 66,707 | ' | 91,130 | ' | ||||
Operating income | ($4,150) | ' | ($4,052) | ' | ||||
[1] | Excludes intersegment revenue of $209 and $285 for the three and nine months ended September 30, 2014, respectively, and $209 and $311 for the three and nine ended September 30, 2013, respectively. |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net income | $266 | $3,527 | $13,224 | $16,081 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustments | -7,559 | 153 | -5,182 | -262 |
Comprehensive income (loss) | ($7,293) | $3,680 | $8,042 | $15,819 |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net income | $13,224 | $16,081 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 8,938 | 5,802 |
Amortization | 7,968 | 5,386 |
Provision for doubtful accounts | 1,770 | 2,570 |
Stock based compensation | 5,375 | 2,402 |
Deferred income taxes | -3,814 | 1,395 |
Amortization of deferred financing costs | 607 | 746 |
Loss on extinguishment of debt | ' | 525 |
Excess tax benefit upon exercise of stock options | -2,835 | -999 |
Asset impairment charge | ' | 492 |
Other non-cash charges | -465 | 352 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -17,296 | 5,033 |
Other receivables | 1,470 | 342 |
Restricted cash | 168 | -255 |
Prepaid expenses and other | 85 | -6,031 |
Reinsurance liability reserve | 3,995 | 2,720 |
Accounts payable and accrued expenses | 13,475 | 15,744 |
Accrued transportation costs | 6,328 | -4,906 |
Deferred revenue | 628 | -1,792 |
Other long-term liabilities | -5,249 | 52 |
Net cash provided by operating activities | 34,372 | 45,659 |
Investing activities | ' | ' |
Acquisition of businesses, net of cash acquired | -59,666 | ' |
Purchase of property and equipment | -11,623 | -6,413 |
Net increase in short-term investments | -14 | -23 |
Restricted cash for reinsured claims losses | -3,812 | -5,040 |
Net cash used in investing activities | -75,115 | -11,476 |
Financing activities | ' | ' |
Repurchase of common stock, for treasury | -501 | -454 |
Proceeds from common stock issued pursuant to stock option exercise | 10,880 | 9,244 |
Excess tax benefit upon exercise of stock options | 2,835 | 999 |
Proceeds from long-term debt | 115,000 | 76,000 |
Repayment of long-term debt | -47,500 | -82,500 |
Debt financing costs | -728 | -2,083 |
Capital lease payments and other | 36 | -8 |
Net cash provided by financing activities | 80,022 | 1,198 |
Effect of exchange rate changes on cash | -1,376 | -141 |
Net change in cash | 37,903 | 35,240 |
Cash at beginning of period | 98,995 | 55,863 |
Cash at end of period | 136,898 | 91,103 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 3,930 | 3,504 |
Cash paid for income taxes | $15,714 | $10,791 |
Note_1_Basis_of_Presentation_D
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended | ||
Sep. 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 Recent 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 nine months ended September 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. At September 30, 2014, 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, formed following the Ingeus acquisition, provides outsourced employability services primarily to government sponsored programs. As of September 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. | |||
Recent 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 | 9 Months Ended |
Sep. 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 77.5% and 80.1% of the Company’s revenue for the nine months ended September 30, 2014 and 2013, respectively. The contracts are subject to possible statutory and regulatory changes, rate adjustments, administrative rulings, rate freezes and funding reductions. Additionally, approximately 69.7% of our workforce development services revenue for the nine months ended September 30, 2014 was generated from one payer. |
Note_3_Restricted_Cash
Note 3 - Restricted Cash | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Restricted Assets Disclosure [Text Block] | ' | ||||||||
3. Restricted Cash | |||||||||
The Company had $19,372 and $15,729 of restricted cash at September 30, 2014 and December 31, 2013, respectively, as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Collateral for letters of credit - Contractual obligations | $ | - | $ | 243 | |||||
Contractual obligations | 671 | 839 | |||||||
Subtotal restricted cash for contractual obligations | 671 | 1,082 | |||||||
Collateral for letters of credit - Reinsured claims losses | 3,033 | 3,033 | |||||||
Escrow/Trust - Reinsured claims losses | 15,668 | 11,614 | |||||||
Subtotal restricted cash for reinsured claims losses | 18,701 | 14,647 | |||||||
Total restricted cash | 19,372 | 15,729 | |||||||
Less current portion | 4,424 | 3,772 | |||||||
$ | 14,948 | $ | 11,957 | ||||||
Of the restricted cash amount at September 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; | ||||||||
• | $671 and $839, respectively, were 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 $15,668 and $11,614: | ||||||||
o | $2,800 and $3,070, respectively, were restricted and held in trust for historical reinsurance claims losses under the Company’s general and professional liability reinsurance program; | ||||||||
o | $866 and $732, respectively, were restricted under our historical auto liability program; and | ||||||||
o | $12,002 and $7,812, were restricted and held in a trust at September 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 | 9 Months Ended | ||||||||
Sep. 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: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 8,237 | $ | 4,409 | |||||
Prepaid taxes | 3,741 | 1,426 | |||||||
Prepaid rent | 3,751 | 1,685 | |||||||
Other | 9,344 | 4,311 | |||||||
Total prepaid expenses and other | $ | 25,073 | $ | 11,831 | |||||
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 9 Months Ended | ||||||||||
Sep. 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 | September 30, | December 31, | |||||||||
Life (years) | 2014 | 2013 | |||||||||
Land | -- | $ | 1,911 | $ | 1,911 | ||||||
Buildings | 39 | 11,832 | 11,629 | ||||||||
Leasehold improvements | Shorter of 7 or lease term | 11,980 | 6,528 | ||||||||
Furniture and fixtures | 7 | 5,971 | 3,963 | ||||||||
Automobiles | 5 | 4,348 | 2,732 | ||||||||
Computer and telecom equipment | 5-Mar | 30,593 | 25,138 | ||||||||
Software | 3 | 14,569 | 12,333 | ||||||||
Construction in progress | -- | 3,011 | 1,816 | ||||||||
84,215 | 66,050 | ||||||||||
Less accumulated depreciation | 39,719 | 33,341 | |||||||||
$ | 44,496 | $ | 32,709 | ||||||||
Depreciation expense was $8,938 and $5,802 for the nine months ended September 30, 2014 and 2013, respectively. |
Note_6_Goodwill_and_Intangible
Note 6 - Goodwill and Intangibles | 9 Months Ended | ||||||||||||||||||
Sep. 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 | - | - | 49,763 | 49,763 | |||||||||||||||
Other acquisitions | 1,121 | - | - | 1,121 | |||||||||||||||
Effect of foreign currency translation | (91 | ) | - | (1,495 | ) | (1,586 | ) | ||||||||||||
Balances at September 30, 2014 | |||||||||||||||||||
Goodwill | 80,271 | 191,215 | 48,268 | 319,754 | |||||||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | ||||||||||||
$ | 19,078 | $ | 95,215 | $ | 48,268 | $ | 162,561 | ||||||||||||
The Company recorded an accrual of approximately $1,700 as of September 30, 2014 related to the probable settlement of an audit of the billing practices of Maple Star Nevada (“MSNV”), a wholly-owned subsidiary of the Company, by the State of Nevada. In relation to the audit by the state, MSNV could experience a decline in future cash flows to the entity. The Company will perform an impairment analysis of the goodwill balance for the related reporting unit in connection with its year-end impairment analysis. As of September 30, 2014, the goodwill balances associated with the reporting unit was approximately $7,614. | |||||||||||||||||||
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 nine months ended September 30, 2013. | |||||||||||||||||||
The total amount of goodwill that was deductible for income tax purposes for acquisitions as of September 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-Sep-14 | 31-Dec-13 | ||||||||||||||||||
Estimated | Gross | Gross | |||||||||||||||||
Useful | Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||
Life (years) | Amount | Amortization | Amount | Amortization | |||||||||||||||
Customer relationships | 15 | $ | 73,911 | $ | (36,868 | ) | $ | 73,990 | $ | (33,319 | ) | ||||||||
Customer relationships | 10 | 58,159 | (3,025 | ) | 1,417 | (1,027 | ) | ||||||||||||
Customer relationships | 3 | 5,029 | (616 | ) | 989 | (21 | ) | ||||||||||||
Management contracts | 10 | 7,775 | (7,141 | ) | 11,422 | (9,975 | ) | ||||||||||||
Trademarks and Trade Names | 10 | 18,526 | (618 | ) | - | - | |||||||||||||
Developed technology | 5 | 3,880 | (259 | ) | - | - | |||||||||||||
Total | 12* | $ | 167,280 | $ | (48,527 | ) | $ | 87,818 | $ | (44,342 | ) | ||||||||
* | Weighted-average amortization period at September 30, 2014. | ||||||||||||||||||
In relation to the probable settlement and potential impact on future cash flows of MSNV discussed in the goodwill section above, the Company will perform an impairment analysis on the intangible asset balance in the related reporting unit in connection with its year-end impairment analysis. As of September 30, 2014, the intangible asset balance was $692. | |||||||||||||||||||
No significant residual value is estimated for these intangible assets. Amortization expense for the nine months ended September 30, 2014 and 2013 was $7,968 and $5,386, respectively. The total amortization expense is estimated to be as follows, based on completed acquisitions as of September 30, 2014: | |||||||||||||||||||
Fiscal Year | Amount | ||||||||||||||||||
2014 (remaining year) | $ | 3,808 | |||||||||||||||||
2015 | 14,830 | ||||||||||||||||||
2016 | 14,344 | ||||||||||||||||||
2017 | 13,916 | ||||||||||||||||||
2018 | 13,916 | ||||||||||||||||||
Thereafter | 57,939 | ||||||||||||||||||
Total | $ | 118,753 | |||||||||||||||||
Note_7_Accrued_Expenses
Note 7 - Accrued Expenses | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
7. Accrued Expenses | |||||||||
Accrued expenses consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 28,807 | $ | 22,940 | |||||
NET Services contract adjustments | 25,482 | 12,445 | |||||||
Contingent consideration for Ingeus | 6,933 | - | |||||||
Other | 37,682 | 17,099 | |||||||
$ | 98,904 | $ | 52,484 | ||||||
Note_8_Fair_Value_Measurements
Note 8 - Fair Value Measurements | 9 Months Ended |
Sep. 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 September 30, 2014, of which $6,933 is included in accrued expenses and $40,822 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 | 9 Months Ended | ||||||||
Sep. 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: | |||||||||
September 30, | December 30, | ||||||||
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 2.23% at September 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 | 3,000 | 48,250 | |||||||
$ | 188,600 | $ | 75,250 | ||||||
The carrying amount of the long-term obligations approximated their fair value at September 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 (as amended by the First Amendment, 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. On October 23, 2014, the Company entered into a second amendment to the Credit Facility. See discussion below under Note 17 “Subsequent Events” for information on this amendment. |
Note_10_StockBased_Compensatio
Note 10 - Stock-Based Compensation Arrangements | 9 Months Ended | ||||||||
Sep. 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, however, the stock options issued in 2014 vest one-third upon grant, one-third on June 30, 2015 and one-third on June 30, 2016. Additionally, the restricted shares granted in 2014 associated with the acquisition of Ingeus are subject to a vesting schedule of 25% per year over a four year period. 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 nine months ended | |||||||||
30-Sep-14 | |||||||||
Number of Shares Under Option | Weighted-average Exercise Price | ||||||||
Balance at beginning of period | 874,252 | $ | 19.76 | ||||||
Granted | 300,000 | 43.81 | |||||||
Exercised | (506,827 | ) | 21.47 | ||||||
Forfeited or expired | (10,002 | ) | 26.47 | ||||||
Outstanding at September 30, 2014 | 657,423 | $ | 29.32 | ||||||
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 nine months ended | |||||||||
30-Sep-14 | |||||||||
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 September 30, 2014 | 690,867 | $ | 37.65 | ||||||
In addition, in September 2014, the Company issued 200,000 stock option equivalent units, which settle in cash, to Coliseum Capital Partners, L.P. that vest one-third upon grant, one-third on June 30, 2015 and one-third on June 30, 2016. |
Note_11_Stockholders_Equity
Note 11 - Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 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 nine months ended September 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 | - | - | 5,375 | - | - | - | - | ||||||||||||||||||||||
Exercise of employee stock options, including net tax windfall of $2,811 | 506,827 | 1 | 13,690 | - | - | - | - | ||||||||||||||||||||||
Restricted stock issued | 72,452 | - | - | 17,915 | (501 | ) | - | - | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | (5,182 | ) | - | |||||||||||||||||||||
PSC of Canada Exchange Corp. shares exchanged | 261,694 | - | 6,960 | 39,162 | (1,521 | ) | - | (6,961 | ) | ||||||||||||||||||||
Restricted shares issued related to Ingeus acquisition, unvested | 596,915 | 1 | - | - | - | - | - | ||||||||||||||||||||||
Other | - | - | - | - | - | - | 11 | ||||||||||||||||||||||
Balance at September 30, 2014 | 15,915,200 | $ | 16 | $ | 220,388 | 1,013,519 | $ | (17,663 | ) | $ | (6,601 | ) | $ | 11 | |||||||||||||||
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. 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. 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 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 as of June 30, 2014. |
Note_12_Earnings_Per_Share
Note 12 - Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 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 | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income available to common stockholders | $ | 266 | $ | 3,527 | $ | 13,224 | $ | 16,081 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per share -- weighted-average shares | 14,955,773 | 13,674,467 | 14,450,248 | 13,411,204 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Common stock options and restricted stock awards | 203,612 | 340,665 | 256,392 | 279,032 | |||||||||||||
Performance-based restricted stock units | 16,720 | 34,197 | 16,720 | 20,888 | |||||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 15,176,105 | 14,049,329 | 14,723,360 | 13,711,124 | |||||||||||||
Basic earnings per share | $ | 0.02 | $ | 0.26 | $ | 0.92 | $ | 1.2 | |||||||||
Diluted earnings per share | $ | 0.02 | $ | 0.25 | $ | 0.9 | $ | 1.17 | |||||||||
The effect of issuing 1,139,145 shares of common stock on an assumed conversion basis related to the Company’s former convertible senior subordinated notes was excluded in the computation of diluted earnings per share for the three months and nine months ended September 30, 2013 as it would have been antidilutive. The convertible senior subordinated notes were fully repaid on May 15, 2014. For the three and nine months ended September 30, 2014, employee stock options to purchase 65,217 and 21,978 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. Additionally, 202,054 and 1,567,027 of these shares were excluded in the calculation for the three and nine months ended September 30, 2013 because they also would have been antidilutive. |
Note_13_Income_Taxes
Note 13 - Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
13. Income Taxes | |
The Company’s effective tax rate for the three and nine months ended September 30, 2014 was 42.7% and 42.9%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2013 was 36.7% and 39.8%, respectively. For all 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 compensation expense. In addition, a significant amount of the expenses incurred in connection with the Ingeus acquisition was not deductible for tax purposes, which resulted in an increase in the effective tax rate for the nine months ended September 30, 2014. | |
The Company has been notified by the Internal Revenue Service (or “IRS”) that its 2012 US consolidated tax return will be examined. This examination began in October 2014 and the Company is actively working to respond to IRS information requests. It is unknown when the examination will be completed. |
Note_14_Commitments_and_Contin
Note 14 - Commitments and Contingencies | 9 Months Ended |
Sep. 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. It is probable that the Company will pay a settlement, not covered by insurance, currently estimated at approximately $1,700, which has been accrued as of September 30, 2014. The settlement is related to a review by one of the Company’s Human Services’ payers of certain billing practices. | |
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 $1,312 and $1,485 at September 30, 2014 and December 31, 2013, respectively. |
Note_15_Acquisitions
Note 15 - Acquisitions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||||||||||
15. 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 $214 and $4,382 during the three and nine months ended September 30, 2014, respectively, 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 nine months ended September 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 | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Actual: | |||||||||||||||||
Revenue | $ | 76,176 | $ | - | $ | 105,012 | $ | - | |||||||||
Net income | $ | (181 | ) | $ | - | $ | 521 | $ | - | ||||||||
Proforma: | |||||||||||||||||
Revenue | $ | 394,218 | $ | 369,320 | $ | 1,176,492 | $ | 1,101,978 | |||||||||
Net income | $ | 390 | $ | 11,254 | $ | 27,042 | $ | 33,849 | |||||||||
Diluted earnings per share | $ | 0.03 | $ | 0.77 | $ | 1.84 | $ | 2.37 | |||||||||
The pro forma information above for the three and nine months ended September 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 upon consummation of the acquisition, additional interest expense on the debt issued to finance the acquisition, 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 for Ingeus: | |||||||||||||||||
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 | 26,392 | ||||||||||||||||
Other current assets | 14,343 | ||||||||||||||||
Property and equipment | 9,326 | ||||||||||||||||
Intangibles | 81,600 | ||||||||||||||||
Goodwill (1) | 49,763 | ||||||||||||||||
Deferred taxes, net | (5,924 | ) | |||||||||||||||
Accounts payable and accrued liabilities | (54,243 | ) | |||||||||||||||
Deferred revenue | (10,325 | ) | |||||||||||||||
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 preliminary fair value of intangible assets is as follows: | |||||||||||||||||
Type | Life (years) | Value | |||||||||||||||
Customer relationships | Amortizable | 10 | $ | 58,500 | |||||||||||||
Trademarks and trade names | Amortizable | 10 | 19,100 | ||||||||||||||
Developed technology | Amortizable | 5 | 4,000 | ||||||||||||||
$ | 81,600 | ||||||||||||||||
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 acquisition as it was immaterial to the Company’s financial position and results of operations. Subsequent to September 30, 2014, the Company completed the acquisition of CCHN Group Holdings, Inc. See discussion below under Note 17 “Subsequent Events” for information on this acquisition. |
Note_16_Business_Segments
Note 16 - Business Segments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
16. Business Segments | |||||||||||||||||
The Company’s operations are organized and reviewed by management along its service 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 created 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 nine months ended September 30, 2014 and 2013. | |||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
NET Services | $ | 226,055 | $ | 192,011 | $ | 640,428 | $ | 583,028 | |||||||||
Human Services (a) | 91,987 | 84,702 | 282,135 | 262,809 | |||||||||||||
WD Services | 76,176 | - | 105,012 | - | |||||||||||||
Consolidated | $ | 394,218 | $ | 276,713 | $ | 1,027,575 | $ | 845,837 | |||||||||
Operating income (loss): | |||||||||||||||||
NET Services | $ | 12,376 | $ | 9,460 | $ | 42,466 | $ | 30,252 | |||||||||
Human Services | (6,389 | ) | (1,484 | ) | (11,035 | ) | 2,281 | ||||||||||
WD Services | (4,150 | ) | - | (4,052 | ) | - | |||||||||||
Consolidated | $ | 1,837 | $ | 7,976 | $ | 27,379 | $ | 32,533 | |||||||||
(a) Excludes intersegment revenue of $209 and $285 for the three and nine months ended September 30, 2014, respectively, and $209 and $311 for the three and nine ended September 30, 2013, respectively. | |||||||||||||||||
Total assets at September 30, 2014 and December 31, 2013 by segment were as follows: | |||||||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||||||
Total Assets: | |||||||||||||||||
NET Services | $ | 248,499 | $ | 247,666 | |||||||||||||
Human Services | 162,000 | 140,964 | |||||||||||||||
WD Services | 208,987 | - | |||||||||||||||
Corporate | 38,281 | 36,128 | |||||||||||||||
Consolidated | $ | 657,767 | $ | 424,758 | |||||||||||||
Note_17_Subsequent_Events
Note 17 - Subsequent Events | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Subsequent Events [Abstract] | ' | ||||||||
Subsequent Events [Text Block] | ' | ||||||||
17. Subsequent Events | |||||||||
Acquisition of CCHN Group Holdings, Inc. | |||||||||
On October 23, 2014, the Company acquired all of the outstanding equity of CCHN Group Holdings, Inc. (“CCHN”), the parent company of Community Care Health Network, Inc. (dba Matrix Medical Network (“Matrix”)), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 17, 2014, referred to herein as the Matrix Acquisition. | |||||||||
Pursuant to the Merger Agreement, the Company paid at closing a purchase price comprised of a $360,000 cash payment and the issuance of 946,723 shares of the Company’s common stock (with an aggregate value of $40,000 based on the closing price of the Company’s common stock on the NASDAQ Stock Market on September 17, 2014) on October 23, 2014. Pursuant to the Merger Agreement, at the Closing, subject to the escrow arrangements described in the Merger Agreement, each share of CCHN then outstanding immediately prior to the closing and each vested option of CCHN then outstanding immediately prior to the closing was converted into the right to receive the merger consideration described above. The cash required to complete the Matrix Acquisition and fund certain related expenses was derived from (1) the cash proceeds from the new $250,000 term loan under the Second Amendment to the Credit Agreement (as discussed below), (2) the cash proceeds from an approximately $23,400 draw down from the Company’s existing revolving credit facility, (3) the cash proceeds from the issuance of the Note (as discussed below) and (4) approximately $48,000 of cash on hand. The cash consideration paid for CCHN is subject to certain customary adjustments for working capital purposes. | |||||||||
Matrix is a provider of health risk assessments for Medicare Advantage health plans and risk bearing providers with a national footprint across 33 states. The acquisition expands the Company's clinical capabilities and home based services with the addition of operations which include approximately 700 nurse practitioners. | |||||||||
The initial accounting for the business combination is not yet completed as the acquisition occurred near the end of October 2014 and sufficient time has not elapsed to complete the initial accounting for the business combination. The Company will provide details of the fair value of the consideration transferred and the net assets acquired, the required supplemental pro forma information and details of non-recurring pro forma adjustments included in the pro forma revenues and earnings disclosures when these amounts have been determined. | |||||||||
Financing Arrangements | |||||||||
On October 23, 2014, the Company entered into the Second Amendment to the Amended and Restated Credit and Guaranty Agreement and Consent (the “Second Amendment”), between the Company, the guarantors party thereto and Bank of America, N.A., as administrative agent and swing line lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and RBC Capital Markets, as joint lead arrangers and joint book managers, SunTrust Bank and Royal Bank of Canada, as co-syndication agents, and other lenders party thereto. | |||||||||
The Company entered into the Second Amendment to amend the Credit Facility to (i) add a new term loan tranche in aggregate principal amount of up to $250,000 to partly finance the Matrix Acquisition (as described above), (ii) provide the consent of the required lenders to consummate the Matrix Acquisition, (iii) permit incurrence of additional debt (including the Note, described below) to fund the Matrix Acquisition, (iv) add an excess cash flow mandatory prepayment provision and (v) such other amendments which are beneficial to Providence and provide greater flexibility for its future operations. | |||||||||
On October 23, 2014, the Company also issued to Coliseum Capital Management, LLC and certain of its affiliates (collectively, the “Investor”) a 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500 (the “Note”). The Investor held approximately 15% of the Company’s outstanding common stock as of October 23, 2014 and is the Company’s largest shareholder. Additionally, Christopher Shackelton, who serves on the Company’s board of directors, is also a Managing Partner at Coliseum Capital Management, LLC. | |||||||||
The Note has a maturity date of September 30, 2018 and accrues interest at a rate of 14.0% per annum, subject to additional penalty interest up to an aggregate of 18.5% per annum. Interest from the issuance date to, but excluding, the 120th day after the issuance date, was paid in cash in the amount of $3,015 on the issuance of the Note. Thereafter interest shall be payable by increasing the principal amount of the Note as pay-in-kind interest and shall be paid quarterly, in arrears. The Note will be subordinated to all outstanding and future debt of the Company (up to the Maximum Senior Indebtedness Principal Amount) and will rank senior to the Company’s outstanding equity. The Note will be the unsecured obligation of the Company, and will not be guaranteed by any of the Company’s current or future subsidiaries. The Company used the proceeds from the issuance of the Note to finance, in part, the Matrix Acquisition (as described above). Upon consummation of the Rights Offering and the issuance of Series A Preferred Stock, each as defined below, the Note will be paid off (in whole or in part, as the case may be) with the net proceeds received from the Rights Offering. The Company otherwise shall not have the right to optionally prepay the Note. | |||||||||
Within 120 days of October 23, 2014, the closing date of the Matrix Acquisition (as described below), the Company plans to complete a registered Rights Offering (the “Rights Offering”), allowing all of the Company’s existing common stock holders the non-transferrable right to purchase their pro rata share of $65,500 of convertible preferred stock at a price that is expected to be equal to $100.00 per share (the “Subscription Price”). The convertible preferred stock is expected to convert into shares of Providence’s common stock at a conversion price equal to $39.88, which was the closing price of Providence’s common stock on the NASDAQ Global Select Market on October 22, 2014. In connection with the anticipated Rights Offering, on October 23, 2014 the Company entered into a standby purchase agreement (the “Standby Purchase Agreement”) with the Investor, pursuant to which the Investor has agreed to purchase, substantially simultaneously with the completion of the Rights Offering, in the aggregate, all of the available preferred stock not otherwise sold in the Rights Offering following the exercise of the subscription privileges of holders of the Company’s common stock. As consideration for entering into the Standby Purchase Agreement, on October 23, 2014, the Company paid the Investor a fee of $2,947. In addition, the Investor will have the additional right, exercisable within 30 days following the completion of the Rights Offering, to purchase additional preferred stock valued at $15,000 at a price per share equal to 105% of the Subscription Price. This Quarterly Report on Form 10-Q does not constitute an offer or solicitation to sell shares or securities in Providence or any related or associated company, including pursuant to the Rights Offering. Any such offer or solicitation will be made only by means of an effective registration statement and in accordance with the terms of all applicable securities and other laws. | |||||||||
September 30, 2014 pro forma indebtedness for the additional borrowings discussed above and to fund the Matrix Acquisition consist of the following: | |||||||||
Actual | Pro forma | ||||||||
September 30, | September 30, | ||||||||
2014 | 2014 | ||||||||
$240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 1.75% - 2.50% through August 2018 with interest payable at least once every three months | $ | 131,000 | $ | 160,700 | |||||
$250,000 term loan, LIBOR plus 1.75% - 2.50%, with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, through August 2018 | - | 250,000 | |||||||
$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 | |||||||
14.0% unsecured, subordinated bridge note with principal due September 30,2018 and interest payable quarterly in arrears | - | 65,500 | |||||||
2% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 | 600 | 600 | |||||||
191,600 | 536,800 | ||||||||
Less current portion | 3,000 | 17,062 | |||||||
$ | 188,600 | $ | 519,738 | ||||||
Actual and pro forma annual maturities of long-term obligations as of September 30, 2014 are as follows: | |||||||||
Actual | Pro forma | ||||||||
Year | Amount | Amount | |||||||
2014 | $ | 750 | $ | 750 | |||||
2015 | 3,375 | 22,125 | |||||||
2016 | 5,475 | 30,475 | |||||||
2017 | 6,750 | 38,000 | |||||||
2018 | 175,250 | 445,450 | |||||||
Total | $ | 191,600 | $ | 536,800 | |||||
The Company incurred approximately $15,699 in financing related costs in connection with the new financing arrangements discussed above. The Company is currently evaluating the impact these costs will have on the consolidated financial statements. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||
Sep. 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 nine months ended September 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. At September 30, 2014, 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, formed following the Ingeus acquisition, provides outsourced employability services primarily to government sponsored programs. As of September 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] | ' | ||
Recent 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) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Collateral for letters of credit - Contractual obligations | $ | - | $ | 243 | |||||
Contractual obligations | 671 | 839 | |||||||
Subtotal restricted cash for contractual obligations | 671 | 1,082 | |||||||
Collateral for letters of credit - Reinsured claims losses | 3,033 | 3,033 | |||||||
Escrow/Trust - Reinsured claims losses | 15,668 | 11,614 | |||||||
Subtotal restricted cash for reinsured claims losses | 18,701 | 14,647 | |||||||
Total restricted cash | 19,372 | 15,729 | |||||||
Less current portion | 4,424 | 3,772 | |||||||
$ | 14,948 | $ | 11,957 |
Note_4_Prepaid_Expenses_and_Ot1
Note 4 - Prepaid Expenses and Other (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Prepaid Expenses And Other Assets Disclosure [Abstract] | ' | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 8,237 | $ | 4,409 | |||||
Prepaid taxes | 3,741 | 1,426 | |||||||
Prepaid rent | 3,751 | 1,685 | |||||||
Other | 9,344 | 4,311 | |||||||
Total prepaid expenses and other | $ | 25,073 | $ | 11,831 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||||
Estimated | |||||||||||
Useful | September 30, | December 31, | |||||||||
Life (years) | 2014 | 2013 | |||||||||
Land | -- | $ | 1,911 | $ | 1,911 | ||||||
Buildings | 39 | 11,832 | 11,629 | ||||||||
Leasehold improvements | Shorter of 7 or lease term | 11,980 | 6,528 | ||||||||
Furniture and fixtures | 7 | 5,971 | 3,963 | ||||||||
Automobiles | 5 | 4,348 | 2,732 | ||||||||
Computer and telecom equipment | 5-Mar | 30,593 | 25,138 | ||||||||
Software | 3 | 14,569 | 12,333 | ||||||||
Construction in progress | -- | 3,011 | 1,816 | ||||||||
84,215 | 66,050 | ||||||||||
Less accumulated depreciation | 39,719 | 33,341 | |||||||||
$ | 44,496 | $ | 32,709 |
Note_6_Goodwill_and_Intangible1
Note 6 - Goodwill and Intangibles (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 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 | - | - | 49,763 | 49,763 | |||||||||||||||
Other acquisitions | 1,121 | - | - | 1,121 | |||||||||||||||
Effect of foreign currency translation | (91 | ) | - | (1,495 | ) | (1,586 | ) | ||||||||||||
Balances at September 30, 2014 | |||||||||||||||||||
Goodwill | 80,271 | 191,215 | 48,268 | 319,754 | |||||||||||||||
Accumulated impairment losses | (61,193 | ) | (96,000 | ) | - | (157,193 | ) | ||||||||||||
$ | 19,078 | $ | 95,215 | $ | 48,268 | $ | 162,561 | ||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||||||||
Estimated | Gross | Gross | |||||||||||||||||
Useful | Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||
Life (years) | Amount | Amortization | Amount | Amortization | |||||||||||||||
Customer relationships | 15 | $ | 73,911 | $ | (36,868 | ) | $ | 73,990 | $ | (33,319 | ) | ||||||||
Customer relationships | 10 | 58,159 | (3,025 | ) | 1,417 | (1,027 | ) | ||||||||||||
Customer relationships | 3 | 5,029 | (616 | ) | 989 | (21 | ) | ||||||||||||
Management contracts | 10 | 7,775 | (7,141 | ) | 11,422 | (9,975 | ) | ||||||||||||
Trademarks and Trade Names | 10 | 18,526 | (618 | ) | - | - | |||||||||||||
Developed technology | 5 | 3,880 | (259 | ) | - | - | |||||||||||||
Total | 12* | $ | 167,280 | $ | (48,527 | ) | $ | 87,818 | $ | (44,342 | ) | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||
Fiscal Year | Amount | ||||||||||||||||||
2014 (remaining year) | $ | 3,808 | |||||||||||||||||
2015 | 14,830 | ||||||||||||||||||
2016 | 14,344 | ||||||||||||||||||
2017 | 13,916 | ||||||||||||||||||
2018 | 13,916 | ||||||||||||||||||
Thereafter | 57,939 | ||||||||||||||||||
Total | $ | 118,753 |
Note_7_Accrued_Expenses_Tables
Note 7 - Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 28,807 | $ | 22,940 | |||||
NET Services contract adjustments | 25,482 | 12,445 | |||||||
Contingent consideration for Ingeus | 6,933 | - | |||||||
Other | 37,682 | 17,099 | |||||||
$ | 98,904 | $ | 52,484 |
Note_9_LongTerm_Obligations_Ta
Note 9 - Long-Term Obligations (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
September 30, | December 30, | ||||||||
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 2.23% at September 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 | 3,000 | 48,250 | |||||||
$ | 188,600 | $ | 75,250 |
Note_10_StockBased_Compensatio1
Note 10 - Stock-Based Compensation Arrangements (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||
For the nine months ended | |||||||||
30-Sep-14 | |||||||||
Number of Shares Under Option | Weighted-average Exercise Price | ||||||||
Balance at beginning of period | 874,252 | $ | 19.76 | ||||||
Granted | 300,000 | 43.81 | |||||||
Exercised | (506,827 | ) | 21.47 | ||||||
Forfeited or expired | (10,002 | ) | 26.47 | ||||||
Outstanding at September 30, 2014 | 657,423 | $ | 29.32 | ||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||
For the nine months ended | |||||||||
30-Sep-14 | |||||||||
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 September 30, 2014 | 690,867 | $ | 37.65 |
Note_11_Stockholders_Equity_Ta
Note 11 - Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 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 | - | - | 5,375 | - | - | - | - | ||||||||||||||||||||||
Exercise of employee stock options, including net tax windfall of $2,811 | 506,827 | 1 | 13,690 | - | - | - | - | ||||||||||||||||||||||
Restricted stock issued | 72,452 | - | - | 17,915 | (501 | ) | - | - | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | (5,182 | ) | - | |||||||||||||||||||||
PSC of Canada Exchange Corp. shares exchanged | 261,694 | - | 6,960 | 39,162 | (1,521 | ) | - | (6,961 | ) | ||||||||||||||||||||
Restricted shares issued related to Ingeus acquisition, unvested | 596,915 | 1 | - | - | - | - | - | ||||||||||||||||||||||
Other | - | - | - | - | - | - | 11 | ||||||||||||||||||||||
Balance at September 30, 2014 | 15,915,200 | $ | 16 | $ | 220,388 | 1,013,519 | $ | (17,663 | ) | $ | (6,601 | ) | $ | 11 |
Note_12_Earnings_Per_Share_Tab
Note 12 - Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income available to common stockholders | $ | 266 | $ | 3,527 | $ | 13,224 | $ | 16,081 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per share -- weighted-average shares | 14,955,773 | 13,674,467 | 14,450,248 | 13,411,204 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Common stock options and restricted stock awards | 203,612 | 340,665 | 256,392 | 279,032 | |||||||||||||
Performance-based restricted stock units | 16,720 | 34,197 | 16,720 | 20,888 | |||||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 15,176,105 | 14,049,329 | 14,723,360 | 13,711,124 | |||||||||||||
Basic earnings per share | $ | 0.02 | $ | 0.26 | $ | 0.92 | $ | 1.2 | |||||||||
Diluted earnings per share | $ | 0.02 | $ | 0.25 | $ | 0.9 | $ | 1.17 |
Note_15_Acquisitions_Tables
Note 15 - Acquisitions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Actual: | |||||||||||||||||
Revenue | $ | 76,176 | $ | - | $ | 105,012 | $ | - | |||||||||
Net income | $ | (181 | ) | $ | - | $ | 521 | $ | - | ||||||||
Proforma: | |||||||||||||||||
Revenue | $ | 394,218 | $ | 369,320 | $ | 1,176,492 | $ | 1,101,978 | |||||||||
Net income | $ | 390 | $ | 11,254 | $ | 27,042 | $ | 33,849 | |||||||||
Diluted earnings per share | $ | 0.03 | $ | 0.77 | $ | 1.84 | $ | 2.37 | |||||||||
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 | 26,392 | ||||||||||||||||
Other current assets | 14,343 | ||||||||||||||||
Property and equipment | 9,326 | ||||||||||||||||
Intangibles | 81,600 | ||||||||||||||||
Goodwill (1) | 49,763 | ||||||||||||||||
Deferred taxes, net | (5,924 | ) | |||||||||||||||
Accounts payable and accrued liabilities | (54,243 | ) | |||||||||||||||
Deferred revenue | (10,325 | ) | |||||||||||||||
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 | $ | 58,500 | |||||||||||||
Trademarks and trade names | Amortizable | 10 | 19,100 | ||||||||||||||
Developed technology | Amortizable | 5 | 4,000 | ||||||||||||||
$ | 81,600 |
Note_16_Business_Segments_Tabl
Note 16 - Business Segments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
NET Services | $ | 226,055 | $ | 192,011 | $ | 640,428 | $ | 583,028 | |||||||||
Human Services (a) | 91,987 | 84,702 | 282,135 | 262,809 | |||||||||||||
WD Services | 76,176 | - | 105,012 | - | |||||||||||||
Consolidated | $ | 394,218 | $ | 276,713 | $ | 1,027,575 | $ | 845,837 | |||||||||
Operating income (loss): | |||||||||||||||||
NET Services | $ | 12,376 | $ | 9,460 | $ | 42,466 | $ | 30,252 | |||||||||
Human Services | (6,389 | ) | (1,484 | ) | (11,035 | ) | 2,281 | ||||||||||
WD Services | (4,150 | ) | - | (4,052 | ) | - | |||||||||||
Consolidated | $ | 1,837 | $ | 7,976 | $ | 27,379 | $ | 32,533 | |||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | ' | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||||||
Total Assets: | |||||||||||||||||
NET Services | $ | 248,499 | $ | 247,666 | |||||||||||||
Human Services | 162,000 | 140,964 | |||||||||||||||
WD Services | 208,987 | - | |||||||||||||||
Corporate | 38,281 | 36,128 | |||||||||||||||
Consolidated | $ | 657,767 | $ | 424,758 |
Note_17_Subsequent_Events_Tabl
Note 17 - Subsequent Events (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Subsequent Events [Abstract] | ' | ||||||||
Pro Forma Indebtedness [Table Text Block] | ' | ||||||||
Actual | Pro forma | ||||||||
September 30, | September 30, | ||||||||
2014 | 2014 | ||||||||
$240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 1.75% - 2.50% through August 2018 with interest payable at least once every three months | $ | 131,000 | $ | 160,700 | |||||
$250,000 term loan, LIBOR plus 1.75% - 2.50%, with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, through August 2018 | - | 250,000 | |||||||
$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 | |||||||
14.0% unsecured, subordinated bridge note with principal due September 30,2018 and interest payable quarterly in arrears | - | 65,500 | |||||||
2% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 | 600 | 600 | |||||||
191,600 | 536,800 | ||||||||
Less current portion | 3,000 | 17,062 | |||||||
$ | 188,600 | $ | 519,738 | ||||||
Actual and Pro Forma Annual Maturities of Long-Term Obligations [Table Text Block] | ' | ||||||||
Actual | Pro forma | ||||||||
Year | Amount | Amount | |||||||
2014 | $ | 750 | $ | 750 | |||||
2015 | 3,375 | 22,125 | |||||||
2016 | 5,475 | 30,475 | |||||||
2017 | 6,750 | 38,000 | |||||||
2018 | 175,250 | 445,450 | |||||||
Total | $ | 191,600 | $ | 536,800 |
Note_1_Basis_of_Presentation_D1
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Recent Accounting Pronouncements (Details) | Sep. 30, 2014 |
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | ' |
Number of States in which Entity Operates | 41 |
In Addition to the United States [Member] | ' |
Note 1 - Basis of Presentation, Description of Business, Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | ' |
Number of Countries in which Entity Operates | 11 |
Note_2_Concentration_of_Credit1
Note 2 - Concentration of Credit Risk (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
WD Services [Member] | Sales Revenue, Segment [Member] | Customer Concentration Risk [Member] | ' | ' |
Note 2 - Concentration of Credit Risk (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 69.70% | ' |
Sales Revenue, Net [Member] | Government Contracts Concentration Risk [Member] | ' | ' |
Note 2 - Concentration of Credit Risk (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 77.50% | 80.10% |
Note_3_Restricted_Cash_Details
Note 3 - Restricted Cash (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | $19,372 | $15,729 |
Collateral for Letters of Credit [Member] | Contractual Obligations [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | ' | 243 |
Collateral for Letters of Credit [Member] | Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 3,033 | 3,033 |
Funds for Obligations with Governmental Agencies [Member] | Contractual Obligations [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 671 | 839 |
Escrow or Trust [Member] | Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 15,668 | 11,614 |
General and Professional Liability Reinsurance Program [Member] | Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 2,800 | 3,070 |
Auto Liability Program [Member] | Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 866 | 732 |
Workersb Compensation, General and Professional Liability and Auto Liability Reinsurance Programs [Member] | Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 12,002 | 7,812 |
Contractual Obligations [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | 671 | 1,082 |
Reinsured Claims Losses [Member] | ' | ' |
Note 3 - Restricted Cash (Details) [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | $18,701 | $14,647 |
Note_3_Restricted_Cash_Details1
Note 3 - Restricted Cash (Details) - Restricted Cash (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | $19,372 | $15,729 |
Less current portion | 4,424 | 3,772 |
14,948 | 11,957 | |
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 | 671 | 839 |
Escrow or Trust [Member] | Reinsured Claims Losses [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 15,668 | 11,614 |
Contractual Obligations [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | 671 | 1,082 |
Reinsured Claims Losses [Member] | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash | $18,701 | $14,647 |
Note_4_Prepaid_Expenses_and_Ot2
Note 4 - Prepaid Expenses and Other (Details) - Prepaid Expenses and Other (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other [Abstract] | ' | ' |
Prepaid insurance | $8,237 | $4,409 |
Prepaid taxes | 3,741 | 1,426 |
Prepaid rent | 3,751 | 1,685 |
Other | 9,344 | 4,311 |
Total prepaid expenses and other | $25,073 | $11,831 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $8,938 | $5,802 |
Note_5_Property_and_Equipment_2
Note 5 - Property and Equipment (Details) - Property and Equipment (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $84,215 | $66,050 |
Less accumulated depreciation | 39,719 | 33,341 |
44,496 | 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 | 11,832 | 11,629 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '7 years | ' |
Property and Equipment | 11,980 | 6,528 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '7 years | ' |
Property and Equipment | 5,971 | 3,963 |
Automobiles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '5 years | ' |
Property and Equipment | 4,348 | 2,732 |
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 | ' |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 30,593 | 25,138 |
Software and Software Development Costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (years) | '3 years | ' |
Property and Equipment | 14,569 | 12,333 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $3,011 | $1,816 |
Note_6_Goodwill_and_Intangible2
Note 6 - Goodwill and Intangibles (Details) (USD $) | 9 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Settlement of Audit [Member] | Human Services [Member] | Human Services [Member] | Human Services [Member] | Rio Grande Management [Member] | ||||
Maple Star Nevada [Member] | Maple Star Nevada [Member] | |||||||
Note 6 - Goodwill and Intangibles (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Accrual | $1,700 | ' | ' | $1,700 | ' | ' | ' | ' |
Goodwill | 162,561 | ' | 113,263 | ' | 7,614 | 19,078 | 18,048 | 0 |
Asset Impairment Charges | ' | 492 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 38,117 | ' | 36,870 | ' | ' | ' | ' | ' |
Intangible Assets, Net (Excluding Goodwill) | 118,753 | ' | 43,476 | ' | 692 | ' | ' | ' |
Amortization of Intangible Assets | $7,968 | $5,386 | ' | ' | ' | ' | ' | ' |
Note_6_Goodwill_and_Intangible3
Note 6 - Goodwill and Intangibles (Details) - Changes in Goodwill (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 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 | $319,754 | $270,456 | $80,271 | $79,241 | $191,215 | $191,215 | ' | $48,268 | ' | ' | |
Accumulated impairment losses | -157,193 | -157,193 | -61,193 | -61,193 | -96,000 | -96,000 | ' | ' | ' | ' | |
Goodwill | 162,561 | 113,263 | 19,078 | 18,048 | 95,215 | 95,215 | ' | 48,268 | ' | 49,763 | [1] |
Acquisitions | 1,121 | ' | 1,121 | ' | ' | ' | 49,763 | ' | 49,763 | ' | |
Effect of foreign currency translation | ($1,586) | ' | ($91) | ' | ' | ' | ' | ($1,495) | ' | ' | |
[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 $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Gross Carrying Amount | $167,280 | $87,818 | |
Accumulated Amortization | -48,527 | -44,342 | |
Total | '12 years | [1] | ' |
Total | 167,280 | 87,818 | |
Total | -48,527 | -44,342 | |
Customer Relationships 1 [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '15 years | ' | |
Gross Carrying Amount | 73,911 | 73,990 | |
Accumulated Amortization | -36,868 | -33,319 | |
Total | 73,911 | 73,990 | |
Total | -36,868 | -33,319 | |
Customer Relationships 2 [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 58,159 | 1,417 | |
Accumulated Amortization | -3,025 | -1,027 | |
Total | 58,159 | 1,417 | |
Total | -3,025 | -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 | -616 | -21 | |
Total | 5,029 | 989 | |
Total | -616 | -21 | |
Management Contracts [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 7,775 | 11,422 | |
Accumulated Amortization | -7,141 | -9,975 | |
Total | 7,775 | 11,422 | |
Total | -7,141 | -9,975 | |
Trademarks and Trade Names [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '10 years | ' | |
Gross Carrying Amount | 18,526 | ' | |
Accumulated Amortization | -618 | ' | |
Total | 18,526 | ' | |
Total | -618 | ' | |
Developed Technology Rights [Member] | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Estimated Useful Life (Years) | '5 years | ' | |
Gross Carrying Amount | 3,880 | ' | |
Accumulated Amortization | -259 | ' | |
Total | 3,880 | ' | |
Total | ($259) | ' | |
[1] | Weighted-average amortization period at September 30, 2014. |
Note_6_Goodwill_and_Intangible5
Note 6 - Goodwill and Intangibles (Details) - Amortization Expense (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Amortization Expense [Abstract] | ' |
2014 (remaining year) | $3,808 |
2015 | 14,830 |
2016 | 14,344 |
2017 | 13,916 |
2018 | 13,916 |
Thereafter | 57,939 |
Total | $118,753 |
Note_7_Accrued_Expenses_Detail
Note 7 - Accrued Expenses (Details) - Accrued Expenses (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ' | ' |
Accrued compensation | $28,807 | $22,940 |
NET Services contract adjustments | 25,482 | 12,445 |
Contingent consideration for Ingeus | 6,933 | ' |
Other | 37,682 | 17,099 |
$98,904 | $52,484 |
Note_8_Fair_Value_Measurements1
Note 8 - Fair Value Measurements (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Note 8 - Fair Value Measurements (Details) [Line Items] | ' |
Business Combination, Contingent Consideration, Liability | $47,755 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 |
Accrued Expenses [Member] | ' |
Note 8 - Fair Value Measurements (Details) [Line Items] | ' |
Business Combination, Contingent Consideration, Liability | 6,933 |
Other Noncurrent Liabilities [Member] | ' |
Note 8 - Fair Value Measurements (Details) [Line Items] | ' |
Business Combination, Contingent Consideration, Liability | $40,822 |
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 $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $191,600 | $123,500 |
Less current portion | 3,000 | 48,250 |
188,600 | 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 $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Convertible Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 6.50% | 6.50% |
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% |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face amount (in Dollars) | 60,000 | 60,000 |
Unsecured, Subordinated Note [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 2.00% | ' |
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% |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Face amount (in Dollars) | 240,000 | 165,000 |
Revolving loan, effective rate | 2.23% | ' |
Note_10_StockBased_Compensatio2
Note 10 - Stock-Based Compensation Arrangements (Details) | 1 Months Ended | 9 Months Ended |
30-May-14 | Sep. 30, 2014 | |
Note 10 - Stock-Based Compensation Arrangements (Details) [Line Items] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Installments | ' | 3 |
Stock Option Equivalent Units, Portion Vesting Upon Grant | ' | 'one-third |
Stock Option Equivalent Units, Portion Vesting During the Year Following Grant | ' | 'one-third |
Stock Option Equivalent Units, Portion Vesting During the Second Year Following Grant | ' | 'one-third |
Restricted Stock [Member] | Ingeus Acquisition [Member] | ' | ' |
Note 10 - Stock-Based Compensation Arrangements (Details) [Line Items] | ' | ' |
Business Combination, Compensatory Arrangement, Equity Interests Issued and Issuable, Vesting Percentage | 25.00% | 25.00% |
Business Combination, Compensatory Arrangement, Equity Interests Issued, Vesting Period | '4 years | '4 years |
Coliseum Capital Partners, L.P. [Member] | ' | ' |
Note 10 - Stock-Based Compensation Arrangements (Details) [Line Items] | ' | ' |
Stock Option Equivalent Units Issued | ' | 200,000 |
Note_10_StockBased_Compensatio3
Note 10 - Stock-Based Compensation Arrangements (Details) - Stock Option Activity (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stock Option Activity [Abstract] | ' |
Balance at beginning of period | 874,252 |
Balance at beginning of period | $19.76 |
Outstanding at September 30, 2014 | 657,423 |
Outstanding at September 30, 2014 | $29.32 |
Granted | 300,000 |
Granted | $43.81 |
Exercised | -506,827 |
Exercised | $21.47 |
Forfeited or expired | -10,002 |
Forfeited or expired | $26.47 |
Note_10_StockBased_Compensatio4
Note 10 - Stock-Based Compensation Arrangements (Details) - Nonvested Stock Activity (Restricted Stock [Member], USD $) | 9 Months Ended |
Sep. 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 |
Granted | 619,599 |
Granted | $39.80 |
Vested | -72,452 |
Vested | $16.76 |
Forfeited or cancelled | -15,122 |
Forfeited or cancelled | $16.16 |
Non-vested at September 30, 2014 | 690,867 |
Non-vested at September 30, 2014 | $37.65 |
Note_11_Stockholders_Equity_De
Note 11 - Stockholders' Equity (Details) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jun. 06, 2014 | Jun. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 06, 2014 | Jun. 06, 2014 |
Common Stock [Member] | Maximum [Member] | Maximum [Member] | British Columbia, Canada [Member] | British Columbia, Canada [Member] | ||
WCG [Member] | WCG [Member] | WCG [Member] | WCG [Member] | |||
USD ($) | CAD | USD ($) | CAD | |||
Note 11 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
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 | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | $150,637 | ' |
Balance at September 30, 2014 | 175,734 | ' | 175,734 | ' |
Exercise of employee stock options, including net tax windfall of $2,811 (in Shares) | ' | ' | 506,827 | ' |
Foreign currency translation adjustments | -7,559 | 153 | -5,182 | -262 |
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 September 30, 2014 (in Shares) | 15,915,200 | ' | 15,915,200 | ' |
Balance at September 30, 2014 | 16 | ' | 16 | ' |
Exercise of employee stock options, including net tax windfall of $2,811 (in Shares) | ' | ' | 506,827 | ' |
Exercise of employee stock options, including net tax windfall of $2,811 | ' | ' | 1 | ' |
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 September 30, 2014 | 220,388 | ' | 220,388 | ' |
Stock-based compensation | ' | ' | 5,375 | ' |
Exercise of employee stock options, including net tax windfall of $2,811 | ' | ' | 13,690 | ' |
PSC of Canada Exchange Corp. shares exchanged | ' | ' | 6,960 | ' |
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 September 30, 2014 (in Shares) | 1,013,519 | ' | 1,013,519 | ' |
Balance at September 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 September 30, 2014 | -6,601 | ' | -6,601 | ' |
Foreign currency translation adjustments | ' | ' | -5,182 | ' |
Noncontrolling Interest [Member] | ' | ' | ' | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | 6,961 | ' |
Balance at September 30, 2014 | 11 | ' | 11 | ' |
PSC of Canada Exchange Corp. shares exchanged | ' | ' | -6,961 | ' |
Other | ' | ' | $11 | ' |
Note_11_Stockholders_Equity_De2
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) (Additional Paid-in Capital [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Additional Paid-in Capital [Member] | ' |
Note 11 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) [Line Items] | ' |
Net tax windfall | $2,811 |
Note_12_Earnings_Per_Share_Det
Note 12 - Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
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 | ' | 1,139,145 |
Equity Option [Member] | ' | ' | ' | ' |
Note 12 - Earnings Per Share (Details) [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 65,217 | 202,054 | 21,978 | 1,567,027 |
Note_12_Earnings_Per_Share_Det1
Note 12 - Earnings Per Share (Details) - Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income available to common stockholders (in Dollars) | $266 | $3,527 | $13,224 | $16,081 |
Denominator: | ' | ' | ' | ' |
Denominator for basic earnings per share -- weighted-average shares | 14,955,773 | 13,674,467 | 14,450,248 | 13,411,204 |
Effect of dilutive securities: | ' | ' | ' | ' |
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 15,176,105 | 14,049,329 | 14,723,360 | 13,711,124 |
Basic earnings per share (in Dollars per share) | $0.02 | $0.26 | $0.92 | $1.20 |
Diluted earnings per share (in Dollars per share) | $0.02 | $0.25 | $0.90 | $1.17 |
Stock Options and RSAs [Member] | ' | ' | ' | ' |
Effect of dilutive securities: | ' | ' | ' | ' |
Common stock options and restricted stock awards | 203,612 | 340,665 | 256,392 | 279,032 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Effect of dilutive securities: | ' | ' | ' | ' |
Performance-based restricted stock units | 16,720 | 34,197 | 16,720 | 20,888 |
Note_13_Income_Taxes_Details
Note 13 - Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 42.70% | 36.70% | 42.90% | 39.80% |
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 $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Other Noncurrent Liabilities [Member] | Other Noncurrent Liabilities [Member] | ||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' |
Loss Contingency Accrual | $1,700 | ' | ' |
Number Of Deferred Compensation Plans | 2 | ' | ' |
Deferred Compensation Arrangement with Individual, Recorded Liability | ' | $1,312 | $1,485 |
Note_15_Acquisitions_Details
Note 15 - Acquisitions (Details) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | 30-May-14 | Sep. 30, 2014 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | 30-May-14 | Sep. 30, 2014 |
General and Administrative Expense [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Upon Achievement of Certain Earnings Levels [Member] | Upon Achievement of Certain Earnings Levels [Member] | Upon Successful Award of Customer Contract [Member] | Upon Successful Award of Customer Contract [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus [Member] | |
Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | USD ($) | GBP (£) | ||
USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | ||||||
Note 15 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | $125,978 | £ 75,000 | $8,399 | £ 5,000 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 92,279 | 35,000 | ' |
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% | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Compensatory Arrangement, Equity Interests Issued, Vesting Period | ' | ' | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' |
Number of Countries in which Entity Operates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 |
Number of Continents in which Entity Operates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Business Combination, Acquisition Related Costs | $214 | $4,382 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_15_Acquisitions_Details_U
Note 15 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income (Ingeus Acquisition [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Ingeus Acquisition [Member] | ' | ' | ' | ' |
Note 15 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income [Line Items] | ' | ' | ' | ' |
Revenue | $76,176 | ' | $105,012 | ' |
Net income | -181 | ' | 521 | ' |
Revenue | 394,218 | 369,320 | 1,176,492 | 1,101,978 |
Net income | $390 | $11,254 | $27,042 | $33,849 |
Diluted earnings per share (in Dollars per share) | $0.03 | $0.77 | $1.84 | $2.37 |
Note_15_Acquisitions_Details_P
Note 15 - Acquisitions (Details) - Preliminary Allocation of Purchase Price | Sep. 30, 2014 | Dec. 31, 2013 | 30-May-14 | 30-May-14 | |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Ingeus Acquisition [Member] | Ingeus Acquisition [Member] | |
USD ($) | GBP (£) | ||||
Consideration: | ' | ' | ' | ' | |
Cash purchase of common stock | ' | ' | $92,279 | £ 35,000 | |
Estimated adjustment amount | ' | ' | 1,666 | ' | |
Fair value of contingent consideration | ' | ' | 47,755 | ' | |
Total consideration | ' | ' | 141,700 | ' | |
Allocated to: | ' | ' | ' | ' | |
Cash | ' | ' | 37,159 | ' | |
Accounts receivable | ' | ' | 26,392 | ' | |
Other current assets | ' | ' | 14,343 | ' | |
Property and equipment | ' | ' | 9,326 | ' | |
Intangibles | ' | ' | 81,600 | ' | |
Goodwill (1) | 162,561 | 113,263 | 49,763 | [1] | ' |
Deferred taxes, net | ' | ' | -5,924 | ' | |
Accounts payable and accrued liabilities | ' | ' | -54,243 | ' | |
Deferred revenue | ' | ' | -10,325 | ' | |
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. |
Note_15_Acquisitions_Details_F
Note 15 - Acquisitions (Details) - Fair Value of Intangible Assets (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Value | $81,600 |
Customer Relationships [Member] | Ingeus Acquisition [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '10 years |
Value | 58,500 |
Trademarks and Trade Names [Member] | Ingeus Acquisition [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Life (years) | '10 years |
Value | 19,100 |
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_16_Business_Segments_Deta
Note 16 - Business Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | ||||
Note 16 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Number of Operating Segments | ' | ' | 3 | ' | 2 | ||||
Revenues | $394,218 | $276,713 | $1,027,575 | $845,837 | ' | ||||
Human Services [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' | ' | ||||
Note 16 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues | 209 | 209 | 285 | 311 | ' | ||||
Human Services [Member] | ' | ' | ' | ' | ' | ||||
Note 16 - Business Segments (Details) [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues | $91,987 | [1] | $84,702 | [1] | $282,135 | [1] | $262,809 | [1] | ' |
[1] | Excludes intersegment revenue of $209 and $285 for the three and nine months ended September 30, 2014, respectively, and $209 and $311 for the three and nine ended September 30, 2013, respectively. |
Note_16_Business_Segments_Deta1
Note 16 - Business Segments (Details) - Financial Information Attributable to the Company's Business Segments (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | $394,218 | $276,713 | $1,027,575 | $845,837 | ||||
Operating income (loss): | ' | ' | ' | ' | ||||
Operating income | 1,837 | 7,976 | 27,379 | 32,533 | ||||
NET Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 226,055 | 192,011 | 640,428 | 583,028 | ||||
Operating income (loss): | ' | ' | ' | ' | ||||
Operating income | 12,376 | 9,460 | 42,466 | 30,252 | ||||
Human Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 91,987 | [1] | 84,702 | [1] | 282,135 | [1] | 262,809 | [1] |
Operating income (loss): | ' | ' | ' | ' | ||||
Operating income | -6,389 | -1,484 | -11,035 | 2,281 | ||||
WD Services [Member] | ' | ' | ' | ' | ||||
Revenues: | ' | ' | ' | ' | ||||
Revenues | 76,176 | ' | 105,012 | ' | ||||
Operating income (loss): | ' | ' | ' | ' | ||||
Operating income | ($4,150) | ' | ($4,052) | ' | ||||
[1] | Excludes intersegment revenue of $209 and $285 for the three and nine months ended September 30, 2014, respectively, and $209 and $311 for the three and nine ended September 30, 2013, respectively. |
Note_16_Business_Segments_Deta2
Note 16 - Business Segments (Details) - Total Assets by Segment (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total Assets: | ' | ' |
Total Assets | $657,767 | $424,758 |
NET Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 248,499 | 247,666 |
Human Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 162,000 | 140,964 |
WD Services [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | 208,987 | ' |
Corporate Segment [Member] | ' | ' |
Total Assets: | ' | ' |
Total Assets | $38,281 | $36,128 |
Note_17_Subsequent_Events_Deta
Note 17 - Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 23, 2014 | Oct. 22, 2014 | Oct. 22, 2014 | |
Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Member] | Within Next 120 Days [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | The Second Amendment [Member] | The Second Amendment [Member] | Cash on Hand [Member] | Revolving Credit Facility [Member] | Matrix Acquisition [Member] | Coliseum Capital Management, LLC [Member] | Coliseum Capital Management, LLC [Member] | Matrix [Member] | ||||
Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | |||||||||
Minimum [Member] | Maximum [Member] | Coliseum Capital Management, LLC [Member] | Coliseum Capital Management, LLC [Member] | ||||||||||||||
Coliseum Capital Management, LLC [Member] | Coliseum Capital Management, LLC [Member] | ||||||||||||||||
Note 17 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $48,000,000 | ' | $360,000,000 | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 946,723 | ' | ' | ' | ' |
Stock Issued During Period, Value, Acquisitions | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Long-term Debt | 115,000,000 | 76,000,000 | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,400,000 | ' | ' | ' | ' | ' |
Number of States in which Entity Operates | 41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33 | ' |
Number of Nurse Practitioners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700 | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate | ' | ' | ' | ' | 14.00% | 18.50% | 14.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subordinated Debt | ' | ' | ' | ' | ' | ' | ' | 65,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent Stock Ownership of Investor in the Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' |
Interest Paid | 3,930,000 | 3,504,000 | ' | ' | ' | ' | 3,015,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registered Rights Offering, Convertible Preferred Stock, Value | ' | ' | ' | 65,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registered Rights Offering, Convertible Preferred Stock, Subscription Price (in Dollars per share) | ' | ' | ' | $100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39.88 |
Standby Purchase Agreement, Fee Paid to Investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,947,000 | ' | ' | ' |
Standby Purchase Agreement, Number of Days Investor Has to Exercise Right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' |
Standby Purchase Agreement, Right of Investor to Purchase Additional Preferred Stock, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' |
Standby Purchase Agreement, Right of Investor to Purchase Additional Preferred Stock, Price Per Share as a Percentage of Subscription Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.00% | ' | ' |
Financing-Related Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,699,000 | ' | ' | ' | ' |
Note_17_Subsequent_Events_Deta1
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | $191,600 | $123,500 |
Less current portion | 3,000 | 48,250 |
188,600 | 75,250 | |
Scenario, Actual [Member] | Term Loan [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 60,000 | ' |
Scenario, Actual [Member] | Unsecured, Subordinated Note [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 600 | ' |
Scenario, Actual [Member] | Revolving Credit Facility [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 131,000 | ' |
Scenario, Actual [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 191,600 | ' |
Less current portion | 3,000 | ' |
188,600 | ' | |
Pro Forma [Member] | New Term Loan [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 250,000 | ' |
Pro Forma [Member] | Term Loan [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 60,000 | ' |
Pro Forma [Member] | Unsecured, Subordinated Bridge Note [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 65,500 | ' |
Pro Forma [Member] | Unsecured, Subordinated Note [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 600 | ' |
Pro Forma [Member] | Revolving Credit Facility [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 160,700 | ' |
Pro Forma [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 536,800 | ' |
Less current portion | 17,062 | ' |
519,738 | ' | |
Term Loan [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 60,000 | 60,000 |
Unsecured, Subordinated Note [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | 600 | ' |
Revolving Credit Facility [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness [Line Items] | ' | ' |
Carrying amount | $131,000 | $16,000 |
Note_17_Subsequent_Events_Deta2
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness (Parentheticals) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Scenario, Actual [Member] | Scenario, Actual [Member] | Scenario, Actual [Member] | Scenario, Actual [Member] | Scenario, Actual [Member] | Scenario, Actual [Member] | Scenario, Actual [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Pro Forma [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Unsecured, Subordinated Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |
Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Unsecured, Subordinated Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Unsecured, Subordinated Bridge Note [Member] | Unsecured, Subordinated Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||
Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | Matrix Acquisition [Member] | ||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||
Note 17 - Subsequent Events (Details) - Pro Forma Indebtedness (Parentheticals) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount (in Dollars) | ' | ' | $60,000 | ' | ' | ' | $240,000 | ' | ' | $250,000 | ' | ' | $60,000 | ' | ' | ' | ' | $240,000 | ' | ' | ' | ' | $60,000 | $60,000 | ' | ' | ' | ' | ' | $240,000 | $165,000 |
Basis spread on variable rate | 1.75% | 2.50% | ' | ' | 1.75% | 2.50% | ' | 1.75% | 2.50% | ' | 1.75% | 2.50% | ' | ' | ' | 1.75% | 2.50% | ' | 1.75% | 1.75% | 2.50% | 2.50% | ' | ' | ' | 1.75% | 1.75% | 2.50% | 2.50% | ' | ' |
Interest rate | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' |
Note_17_Subsequent_Events_Deta3
Note 17 - Subsequent Events (Details) - Actual and Pro Forma Annual Maturities of Long-Term Obligations (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 17 - Subsequent Events (Details) - Actual and Pro Forma Annual Maturities of Long-Term Obligations [Line Items] | ' | ' |
Total | $191,600 | $123,500 |
Scenario, Actual [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Actual and Pro Forma Annual Maturities of Long-Term Obligations [Line Items] | ' | ' |
2014 | 750 | ' |
2015 | 3,375 | ' |
2016 | 5,475 | ' |
2017 | 6,750 | ' |
2018 | 175,250 | ' |
Total | 191,600 | ' |
Pro Forma [Member] | Matrix Acquisition [Member] | ' | ' |
Note 17 - Subsequent Events (Details) - Actual and Pro Forma Annual Maturities of Long-Term Obligations [Line Items] | ' | ' |
2014 | 750 | ' |
2015 | 22,125 | ' |
2016 | 30,475 | ' |
2017 | 38,000 | ' |
2018 | 445,450 | ' |
Total | $536,800 | ' |