Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PROVIDENCE SERVICE CORP | |
Trading Symbol | PRSC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 16,052,979 | |
Amendment Flag | false | |
Entity Central Index Key | 1,220,754 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 145,161 | $ 160,406 |
Accounts receivable, net of allowance of $6,893 in 2015 and $6,034 in 2014 | 211,741 | 151,344 |
Other receivables | 15,131 | 6,866 |
Prepaid expenses and other | 42,149 | 46,157 |
Restricted cash | 3,641 | 3,807 |
Deferred tax assets | 998 | 6,066 |
Total current assets | 418,821 | 374,646 |
Property and equipment, net | 62,127 | 57,148 |
Goodwill | 358,483 | 355,641 |
Intangible assets, net | 321,535 | 340,673 |
Other assets | 40,803 | 22,373 |
Restricted cash, less current portion | 15,275 | 14,764 |
Total assets | 1,217,044 | 1,165,245 |
Current liabilities: | ||
Current portion of long-term obligations | 29,663 | 25,188 |
Note payable to related party | 65,500 | |
Accounts payable | 56,441 | 48,061 |
Accrued expenses | 127,722 | 121,857 |
Accrued transportation costs | 61,514 | 55,492 |
Deferred revenue | 27,733 | 12,245 |
Reinsurance liability reserve | 17,861 | 11,115 |
Total current liabilities | 320,934 | 339,458 |
Long-term obligations, less current portion | 458,667 | 484,525 |
Other long-term liabilities | 30,204 | 26,609 |
Deferred tax liabilities | 86,432 | 93,239 |
Total liabilities | $ 896,237 | $ 943,831 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,081,535 and 16,870,285 issued and outstanding (including treasury shares) | $ 17 | $ 17 |
Additional paid-in capital | 270,027 | 261,155 |
Accumulated deficit | (495) | (13,366) |
Accumulated other comprehensive loss, net of tax | (8,045) | (8,756) |
Treasury shares, at cost, 1,029,557 and 1,014,108 shares | (18,420) | (17,686) |
Total Providence stockholders' equity | 243,084 | 221,364 |
Non-controlling interest | 4 | 50 |
Total stockholders' equity | 243,088 | 221,414 |
Total liabilities and stockholders' equity | 1,217,044 | $ 1,165,245 |
Convertible Preferred Stock [Member] | ||
Mezzanine equity | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 805,000 and 0 issued and outstanding; 5.5%/8.5% dividend rate | $ 77,719 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Accounts receivable, allowance (in Dollars) | $ 6,893 | $ 6,034 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 17,081,535 | 16,870,285 |
Common stock, shares outstanding | 17,081,535 | 16,870,285 |
Treasury shares, shares | 1,029,557 | 1,014,108 |
Cash Dividends [Member] | ||
Convertible Preferred Stock, Dividend Rate | 5.50% | |
Convertible Preferred Stock, Liquidation Multiplier | 5.50% | |
Paid-in-kind Dividends [Member] | ||
Convertible Preferred Stock, Dividend Rate | 8.50% | |
Convertible Preferred Stock, Liquidation Multiplier | 8.50% | |
Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Convertible Preferred Stock, Par Value (in Dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred Stock, Shares Issued | 805,000 | 0 |
Convertible Preferred Stock, Shares Outstanding | 805,000 | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Service revenue | $ 508,251 | $ 343,953 | $ 1,014,046 | $ 633,356 |
Operating expenses: | ||||
Service expense | 450,058 | 309,130 | 893,926 | 569,066 |
General and administrative expense | 23,316 | 16,156 | 48,000 | 29,775 |
Depreciation and amortization | 14,957 | 5,143 | 29,857 | 8,871 |
Total operating expenses | 488,331 | 330,429 | 971,783 | 607,712 |
Operating income | 19,920 | 13,524 | 42,263 | 25,644 |
Other expenses: | ||||
Interest expense, net | 4,545 | 1,261 | 10,552 | 2,846 |
Loss on equity investment | 1,059 | 3,542 | ||
(Gain) Loss on foreign currency translation | (714) | 61 | (395) | 101 |
Income before income taxes | 15,030 | 12,202 | 28,564 | 22,697 |
Provision for income taxes | 8,396 | 5,530 | 15,693 | 9,738 |
Net income | 6,634 | 6,672 | 12,871 | 12,959 |
Net income available to common stockholders (Note 9) | $ 4,181 | $ 6,672 | $ 9,243 | $ 12,959 |
Earnings per common share: | ||||
Basic (in Dollars per share) | $ 0.26 | $ 0.47 | $ 0.58 | $ 0.93 |
Diluted (in Dollars per share) | $ 0.26 | $ 0.46 | $ 0.57 | $ 0.91 |
Weighted-average number of common shares outstanding: | ||||
Basic (in Shares) | 16,097,198 | 14,171,013 | 16,036,959 | 14,006,944 |
Diluted (in Shares) | 16,240,898 | 14,453,964 | 16,193,372 | 14,306,898 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net income | $ 6,634 | $ 6,672 | $ 12,871 | $ 12,959 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments, net of tax | 6,007 | 2,642 | 711 | 2,378 |
Comprehensive income | $ 12,641 | $ 9,314 | $ 13,582 | $ 15,337 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net income | $ 12,871 | $ 12,959 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 10,165 | 4,908 |
Amortization | 19,692 | 3,963 |
Provision for doubtful accounts | 1,369 | 1,089 |
Stock based compensation | 6,058 | 1,400 |
Deferred income taxes | (4,815) | 207 |
Amortization of deferred financing costs | 1,071 | 410 |
Excess tax benefit upon exercise of stock options | (2,239) | (2,346) |
Loss on equity investment | 3,542 | |
Other non-cash charges | (225) | (40) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (60,908) | (21,736) |
Other receivables | (2,617) | 487 |
Restricted cash | 69 | 205 |
Prepaid expenses and other | (8,734) | (4,544) |
Reinsurance liability reserve | 9,691 | 4,648 |
Accounts payable and accrued expenses | 17,755 | 7,172 |
Accrued transportation costs | 6,022 | 13,554 |
Deferred revenue | 14,555 | (52) |
Other long-term liabilities | 281 | (4,009) |
Net cash provided by operating activities | 23,603 | 18,275 |
Investing activities | ||
Purchase of property and equipment | (13,122) | (8,267) |
Acquisition of businesses, net of cash acquired | (1,665) | (59,666) |
Equity investments | (13,784) | 0 |
Net increase in short-term investments | (9) | (9) |
Restricted cash for reinsured claims losses | (413) | (4,744) |
Net cash used in investing activities | (28,993) | (72,686) |
Financing activities | ||
Proceeds from issuance of preferred stock, net of issuance costs | 80,667 | |
Preferred stock dividends | (1,698) | |
Repurchase of common stock, for treasury | (734) | (501) |
Proceeds from common stock issued pursuant to stock option exercise | 2,377 | 9,150 |
Excess tax benefit upon exercise of stock options | 2,239 | 2,346 |
Proceeds from long-term debt | 115,000 | |
Repayment of long-term debt | (87,125) | (47,500) |
Payment of contingent consideration | (7,496) | |
Debt financing costs | (30) | (700) |
Other | (46) | (8) |
Net cash (used in) provided by financing activities | (11,846) | 77,787 |
Effect of exchange rate changes on cash | 1,991 | 629 |
Net change in cash | (15,245) | 24,005 |
Cash at beginning of period | 160,406 | 98,995 |
Cash at end of period | 145,161 | 123,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 8,994 | 2,783 |
Cash paid for income taxes | $ 12,484 | $ 12,742 |
Note 1 - Basis of Presentation,
Note 1 - Basis of Presentation, Description of Business and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Basis of Presentation, Description of Business 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 (“Providence,” “the Company,” “our,” “we” and “us”) and its wholly-owned subsidiaries. Investments in non-consolidated entities over which the Company exercises significant influence but does not control are accounted for under the equity method. 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 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 service revenue as one line item, service expense as one line item, and loss on foreign currency translation as a component of other expenses. Additionally, the Company’s legacy workforce development businesses have been reclassified from the Human Services segment to the Workforce Development Services segment. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. 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, 2014 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, 2014. Description of Business The Company provides and manages health and human services through non-emergency transportation, community and behavioral health, workforce development and health assessment offerings. The Company operates in four segments, Non-Emergency Transportation Services (“NET Services”), Human Services, Workforce Development Services (“WD Services”) and Health Assessment Services (“HA 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 the Human Services segment, 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, disabilities or court order. The WD Services segment provides outsourced employability and legal offender rehabilitation case management services, primarily to the eligible participants in government sponsored programs. The HA Services segment primarily provides comprehensive health assessments (“CHAs”), for members enrolled in Medicare Advantage (“MA”) health plans, in patient’s homes or nursing facilities. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 ● 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. Publicly held entities must apply the new revenue standard to interim reporting periods within annual reporting periods beginning after December 15, 2017. Early adoption of the standard is permitted, but not before annual periods beginning after December 15, 2016. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity . In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs |
Note 2 - Concentrations
Note 2 - Concentrations | 6 Months Ended |
Jun. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 2. Concentrations Contracts with domestic governmental agencies and other domestic entities that contract with governmental agencies accounted for approximately 61.2% and 78.0% of the Company’s domestic revenue for the six months ended June 30, 2015 and 2014, respectively. Contracts with foreign governmental agencies and other foreign entities that contract with governmental agencies accounted for approximately 95.2% and 92.3% of the Company’s foreign revenue for the six months ended June 30, 2015 and 2014, respectively. Additionally, approximately 44.8% of our WD Services revenue for the six months ended June 30, 2015 and 2014 was generated from one foreign payer. At June 30, 2015, approximately $46,651, or 14.5%, of the Company’s net assets were located in countries outside of the US. At December 31, 2014, approximately $40,213, or 18.2%, of the Company’s net assets were located in countries outside of the US. |
Note 3 - Equity Investment
Note 3 - Equity Investment | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 3 . Equity Investment The Company entered into a joint venture agreement in November 2014 to form Mission Providence Pty Ltd (“Mission Providence”). As of July 2015, Mission Providence delivers employment services in various regions in Australia. The Company has a 60% ownership in Mission Providence, and has rights to 75% of Mission Providence’s distributions of cash or profit surplus twice per calendar year. The Company provided and will continue to provide capital contributions to Mission Providence in exchange for its equity interests. The Company determined it has a variable interest in Mission Providence. However, it does not have unilateral power to direct the activities that most significantly impact Mission Providence’s economic performance, which include budget approval, business planning, the appointment of key officers and liquidation and distribution of share capital, and, as a result, the Company is not the primary beneficiary of Mission Providence. The Company accounts for this investment under the equity method of accounting and the Company’s share of Mission Providence’s losses are recorded as “Loss on equity investment” in the accompanying condensed consolidated statements of income. The following table summarizes the carrying amounts of the assets and liabilities included in the Company’s condensed consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Mission Providence at June 30, 2015: Assets Liabilities Other Assets Accrued Expenses Maximum Exposure to Loss $ 19,573 $ 9,328 $ 19,573 Under the terms of the joint venture agreement, the Company will be required to make future financial contributions, these future expected contributions are included in “Other Assets” and “Accrued Expenses” in the table above. |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. 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 under certain acquisition agreements based on the achievement of certain earnings targets by the acquired businesses. 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 $2,611 at June 30, 2015, which is included in “Other long-term liabilities” in the condensed consolidated balance sheets. The fair value of the Company’s contingent consideration was $10,549 at December 31, 2014, of which $7,767 was included in “Accrued expenses” and $2,782 was included in “Other long-term liabilities” in the condensed consolidated balance sheets. The decrease in the contingent consideration since December 31, 2014 is attributable to payments totaling $7,496 made in the first quarter of 2015 and changes in the foreign currency translation rate. |
Note 5 - Long-term Obligations
Note 5 - Long-term Obligations and Note Payable to Related Party | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | 5. Long-Term Obligations and Note Payable to Related Party The Company’s long-term obligations were as follows: June 30, December 31, 2015 2014 $240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 2.25% - 3.25% (effective rate of 3.23% at June 30, 2015) through August 2018 with interest payable at least once every three months $ 191,700 $ 201,700 $250,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.28% at June 30, 2015), with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months through August 2018 240,625 250,000 $60,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.28% at June 30, 2015), with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 56,625 58,875 14.0% unsecured related party, subordinated bridge note with principal due September 30, 2018 and interest payable quarterly - 65,500 2.0% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 600 600 489,550 576,675 Less unamortized discount on debt 1,220 1,462 488,330 575,213 Less current portion 29,663 90,688 Total long-term obligations, less current portion $ 458,667 $ 484,525 The carrying amount of the long-term obligations approximated their fair value at June 30, 2015 and December 31, 2014. 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. Related party u nsecured s ubordinated b ridge n ote On October 23, 2014, the Company issued to Coliseum Capital Management, LLC and certain of its affiliates (“Coliseum”), a related party, a 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500 (the “Note”) due September 30, 2018. The Note was repaid in full on February 11, 2015, with the proceeds from a registered rights offering of convertible preferred stock (“Rights Offering”) and a related standby purchase agreement. |
Note 6 - Stock-based Compensati
Note 6 - Stock-based Compensation Arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 6 . Stock-Based Compensation Arrangements The Company issues both option awards and restricted stock to employees and non-employee directors. Option awards and restricted stock vest commensurate with the respective award agreements. 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 expense of restricted stock grants was determined based on the closing market price of the Company’s common stock on the date of grant and is recognized as stock based compensation expense over the vesting period. The following table summarizes the stock option activity: For the six months ended June 30, 2015 Number of Shares Under Option Weighted-average Exercise Price Balance at beginning of period 813,622 $ 30.77 Exercised (147,461 ) $ 16.12 Forfeited or expired (21,500 ) $ 36.27 Outstanding at June 30, 2015 644,661 $ 33.94 The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s restricted common stock: For the six months ended June 30, 2015 Shares Weighted-average Grant Date Fair Value Non-vested balance at beginning of period 688,262 $ 37.71 Granted 29,959 $ 50.73 Vested (213,018 ) $ 33.83 Forfeited or cancelled (250 ) $ 15.50 Non-vested at June 30, 2015 504,953 $ 40.13 |
Note 7 - Convertible Preferred
Note 7 - Convertible Preferred Stock, Net | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Preferred Stock [Member] | |
Note 7 - Convertible Preferred Stock, Net [Line Items] | |
Preferred Stock [Text Block] | 7 . Convertible Preferred Stock, Net The Company completed a Rights Offering, on February 5, 2015, providing 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 equal to $100 per share. The convertible preferred stock is convertible into shares of Providence’s common stock at a conversion price equal to $39.88 per share, which was the closing price of the Company’s common stock on the NASDAQ Global Select Market on October 22, 2014. Stockholders exercised subscription rights to purchase 130,884 shares of the Company's convertible preferred stock. Pursuant to the terms and conditions of the Standby Purchase Agreement (the “Standby Purchase Agreement”) between Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Coliseum Capital Co-Invest, L.P. and Blackwell Partners, LLC (collectively, the "Standby Purchasers") and the Company, the remaining 524,116 shares of the Company's preferred stock were purchased by the Standby Purchasers at the $100 per share subscription price. The Company received $65,500 in aggregate gross proceeds from the consummation of the Rights Offering and Standby Purchase Agreement. Additionally, on March 12, 2015, the Standby Purchasers exercised their right to purchase an additional 150,000 shares of the Company’s convertible preferred stock, at a purchase price of $105 per share, of the same series and having the same conversion price as the convertible preferred stock sold in the Rights Offering. The Company may pay a noncumulative cash dividend on each share of convertible preferred stock, when, as and if declared by its board of directors, at the rate of five and one-half percent (5.5%) per annum on the liquidation preference then in effect. On or before the third business day immediately preceding each fiscal quarter, the Company must determine its intention whether or not to pay a cash dividend with respect to that ensuing quarter and will give notice of its intention to each holder of convertible preferred stock as soon as practicable thereafter. In the event the Company does not declare and pay a cash dividend, the Company will pay paid in kind (“PIK”) dividends by increasing the liquidation preference of the convertible preferred stock to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then applicable liquidation preference multiplied by eight and one-half percent (8.5%) per annum, computed on the basis of a 365-day year and the actual number of days elapsed from the start of the applicable dividend period to the applicable date of determination. Cash dividends are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on April 1, 2015, and, if declared, will begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, will accrue and be cumulative on the same schedule as set forth above for cash dividends and will also be compounded at the applicable annual rate on each applicable subsequent dividend date. Cash dividends totaling $594 and $1,104 were paid to preferred stockholders on April 1, 2015 and July 1, 2015, respectively. The convertible preferred stock is accounted for as mezzanine equity as it could be redeemed upon certain change in control events that are not solely in the control of the Company. Dividends are recorded in stockholders equity and consist of the 5.5%/8.5% dividend. Convertible preferred stock, net at June 30, 2015 consisted of the following: Original issue price of convertible preferred stock $ 81,250 Less: Issuance costs (3,531 ) Total convertible preferred stock, net $ 77,719 |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8 . Stockholders’ Equity The following table reflects changes in common stock, additional paid-in capital, accumulated deficit, accumulated other comprehensive loss and treasury stock for the six months ended June 30, 2015: Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Balance at December 31, 2014 16,870,285 $ 17 $ 261,155 $ (13,366 ) $ (8,756 ) 1,014,108 $ (17,686 ) Stock-based compensation - - 6,058 - - - - Exercise of employee stock options, including net tax windfall of $2,135 147,461 - 4,512 - - - - Restricted stock issued 63,789 - - - - 15,449 (734 ) Foreign currency translation adjustments - - - - 711 - - Beneficial conversion feature related to preferred stock - - 1,071 - - - - Convertible preferred stock dividends - - (1,698 ) - - - - Amortization of convertible preferred stock discount - - (1,071 ) - - - - Net income - - - 12,871 - - - Balance at June 30, 2015 17,081,535 $ 17 $ 270,027 $ (495 ) $ (8,045 ) 1,029,557 $ (18,420 ) |
Note 9 - Earnings Per Share
Note 9 - Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 9. Earnings Per Share The following table details the computation of basic and diluted earnings per share: Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Numerator: Net income $ 6,634 $ 6,672 $ 12,871 $ 12,959 Less dividends on convertible preferred stock (1,104 ) - (1,698 ) - Less amortization of convertible preferred stock discount (825 ) - (1,071 ) - Less income allocated to participating securities (524 ) - (859 ) - Net income available to common stockholders 4,181 6,672 9,243 12,959 Denominator: Denominator for basic earnings per share -- weighted-average shares 16,097,198 14,171,013 16,036,959 14,006,944 Effect of dilutive securities: Common stock options and restricted stock awards 143,700 265,779 156,413 282,782 Performance-based restricted stock units - 17,172 - 17,172 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 16,240,898 14,453,964 16,193,372 14,306,898 Basic earnings per share $ 0.26 $ 0.47 $ 0.58 $ 0.93 Diluted earnings per share $ 0.26 $ 0.46 $ 0.57 $ 0.91 For the three and six months ended June 30, 2015, 805,000 and 594,171 shares of convertible preferred stock, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. Income Taxes The Company’s effective tax rate from continuing operations for the three and six months ended June 30, 2015 was 55.9% and 54.9%, respectively. The Company’s effective tax rate from continuing operations for the three and six months ended June 30, 2014 was 45.3% and 42.9%, respectively. For both periods, the Company’s effective tax rate was higher than the United States federal statutory rate of 35.0%, due primarily to state income taxes as well as non-deductible expenses. Non-deductible expenses for the three and six months ended June 30, 2015 included the loss on equity investment. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies On June 15, 2015, a putative stockholder class action derivative complaint was filed in the Chancery Court of the State of Delaware, captioned In re The Providence Service Corporation Derivative Litigation The Company is involved in other various claims and legal actions arising in the ordinary course of business, many of which are covered in whole or in part by insurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. The Company has two deferred compensation plans for management and highly compensated employees. These deferred compensation plans are unfunded; therefore, benefits are paid from the general assets of the Company. The total of participant deferrals, which is reflected in “Other long-term liabilities” in the accompanying condensed consolidated balance sheets, was approximately $1,461 and $1,432 at June 30, 2015 and December 31, 2014, respectively. |
Note 12 - Transactions with Rel
Note 12 - Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 12. Transactions with Related Parties On October 23, 2014, the Company issued to Coliseum, a related party, a 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500. 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. Coliseum held approximately 15% of our outstanding common stock as of October 23, 2014 and is the Company’s largest shareholder. Additionally, Christopher Shackelton, who serves as the Company’s Chairman of the board of directors and since June 1, 2015 has served as interim Chief Executive Officer of the Company, is also a Managing Partner at Coliseum Capital Management, LLC. The Note was repaid in full on February 11, 2015, with the proceeds from a registered Rights Offering and related standby purchase commitment described above, which allowed all of the Company’s existing common stockholders the non-transferrable right to purchase their pro rata share of $65,500 of convertible preferred stock at a price of $100 per share, as further described above. In connection with the anticipated Rights Offering, on October 23, 2014, the Company entered the Standby Purchase Agreement with the Standby Purchasers, pursuant to which the Standby Purchasers 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 Standby Purchasers a fee of $2,947, which is included in “Convertible Preferred Stock, Net” in the condensed consolidated balance sheet at June 30, 2015. In addition the Standby Purchasers had the 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 of $105 which was exercised on March 12, 2015. Preferred stock dividends earned by Coliseum during the six months ended June 30, 2015 totaled $1,616. |
Note 13 - Acquisitions
Note 13 - Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 13. Acquisitions On October 23, 2014, the Company acquired all of the outstanding equity of CCHN Group Holdings, Inc. (“Matrix”), the parent company of Community Care Health Network, Inc. (dba Matrix Medical Network ), pursuant to an Agreement and Plan of Merger, dated as of September 17, 2014. The purchase price of Matrix is calculated as follows: Cash purchase of common stock (including working capital adjustment) $ 354,637 Equity consideration (valued using October 23, 2014 stock price) 38,569 Total purchase price $ 393,206 The table below presents Matrix’s net assets based upon a preliminary estimate of their respective fair values: Accounts receivable (1) $ 21,546 Other current assets 11,371 Property and equipment 4,293 Intangibles 247,300 Goodwill (2) 213,149 Other non-current assets 3,953 Deferred taxes, net (83,677 ) Accounts payable and accrued liabilities (24,175 ) Other non-current liabilities (554 ) Total $ 393,206 (1) The fair value of trade accounts receivable acquired in this transaction was determined to be approximately $21,546. The gross amount due with respect to these receivables is approximately $22,745, of which approximately $1,199 is expected to be uncollectible. (2) The goodwill was allocated to the Company's HA Services segment. Goodwill totaling $995 is expected to be deductible for tax purposes. Goodwill includes the value of the purchased assembled workforce. The above fair value estimates represent the preliminary fair value estimates as the valuation of intangible assets has not been finalized. The preliminary fair value of intangible assets is as follows: Type Life (Years) Value Trademarks and trade names Indefinite Lived N/A $ 25,900 Customer relationships Amortizable 10 181,100 Developed technology Amortizable 5 40,300 9.1* $ 247,300 *Weighted-average amortization period for intangible assets with definite lives Pro forma information Revenue and net income attributable to Ingeus Limited and its wholly-owned subsidiaries (“Ingeus”), which the Company acquired on May 30, 2014, and Matrix included in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2015 and 2014, and the pro forma revenue and net income of the combined entity had these acquisitions occurred as of January 1, 2014, are: Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Ingeus results included in the Company's condensed consolidated statements of income: Revenue $ 85,290 $ 28,835 $ 186,245 $ 28,835 Net income (loss) $ 956 $ 702 $ (2,790 ) $ 702 Matrix results included in the Company's condensed consolidated statements of income: Revenue $ 55,403 $ - $ 112,835 $ - Net income $ 3,800 $ - $ 7,527 $ - Consolidated Pro forma: Revenue $ 508,251 $ 450,016 $ 1,014,046 $ 879,384 Net income $ 6,634 $ 10,313 $ 12,871 $ 27,765 Diluted earnings per share $ 0.26 $ 0.64 $ 0.57 $ 1.75 The pro forma information above for the three and six months ended June 30, 2014 includes the elimination of acquisition related costs, adjustments for compensation and stock-based compensation expense related to employment agreements effective upon consummation of the acquisitions, additional interest expense on the debt issued to finance the acquisitions, 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 transactions been consummated on January 1, 2014. |
Note 14 - Business Segments
Note 14 - Business Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 14. Business Segments The Company’s operations are organized and reviewed by management along its service lines. The Company operates in four segments, NET Services, Human Services, WD Services and HA Services. NET Services includes managing the delivery of non-emergency transportation services. Human Services includes government sponsored home and community based counseling, foster care and not-for-profit management services. WD Services includes workforce development, case management and outsourced employability programs. HA Services provides CHAs for MA health plans in enrolled members’ homes or nursing facilities. Historically, the Company reported its segment activities under a full absorption method, where all corporate direct and indirect costs were allocated to the reporting segments. The Company began analyzing the results of the segments exclusive of the allocation of indirect corporate costs on January 1, 2015. Corporate costs that represent a direct expense of a segment continue to be allocated to the respective segment. The segment results for the three and six months ended June 30, 2014 have been recast to reflect management’s current internal method of segment reporting. The Corporate and Other column includes certain general and administrative costs that are not directly attributable to a specific segment, such as executive, accounting, technology, legal and other costs, as well as consolidation and elimination amounts and the activities of the Company’s wholly-owned captive insurance subsidiary. Additionally, beginning January 1, 2015, oversight of the Company’s legacy workforce development businesses (those that existed prior to the acquisition of Ingeus) was transferred to the management of the WD Services segment. The financial results of these legacy workforce development businesses have been reclassified from the Human Services segment to the WD Services segment in the table below. The following table sets forth certain financial information attributable to the Company’s business segments for the three and six months ended June 30, 2015 and 2014. Three Months Ended June 30, 2015 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 270,690 $ 90,222 $ 92,175 $ 55,404 $ (240 ) $ 508,251 Service expense 246,931 78,711 83,248 41,193 (25 ) 450,058 General and administrative expense 2,554 4,957 7,984 760 7,061 23,316 Depreciation and amortization 2,329 1,767 3,332 7,185 344 14,957 Operating income (loss) $ 18,876 $ 4,787 $ (2,389 ) $ 6,266 $ (7,620 ) $ 19,920 Total assets $ 279,564 $ 111,683 $ 259,810 $ 501,854 $ 64,133 $ 1,217,044 Three Months Ended June 30, 2014 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 216,296 $ 91,333 $ 36,617 $ - $ (293 ) $ 343,953 Service expense 196,473 82,603 30,483 - (429 ) 309,130 General and administrative expense 2,033 4,936 2,224 - 6,963 16,156 Depreciation and amortization 1,865 1,745 1,261 - 272 5,143 Operating income (loss) $ 15,925 $ 2,049 $ 2,649 $ - $ (7,099 ) $ 13,524 Total assets $ 239,439 $ 118,327 $ 237,278 $ - $ 67,945 $ 662,989 Six Months Ended June 30, 2015 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 525,450 $ 176,409 $ 199,793 $ 112,836 $ (442 ) $ 1,014,046 Service expense 476,178 156,251 177,492 84,406 (401 ) 893,926 General and administrative expense 5,051 9,937 15,209 1,282 16,521 48,000 Depreciation and amortization 4,606 3,614 6,648 14,367 622 29,857 Operating income (loss) $ 39,615 $ 6,607 $ 444 $ 12,781 $ (17,184 ) $ 42,263 Six Months Ended June 30, 2014 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 414,373 $ 175,435 $ 44,065 $ - $ (517 ) $ 633,356 Service expense 371,703 161,510 36,902 - (1,049 ) 569,066 General and administrative expense 3,983 9,872 2,728 - 13,192 29,775 Depreciation and amortization 3,626 3,324 1,392 - 529 8,871 Operating income (loss) $ 35,061 $ 729 $ 3,043 $ - $ (13,189 ) $ 25,644 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 (“Providence,” “the Company,” “our,” “we” and “us”) and its wholly-owned subsidiaries. Investments in non-consolidated entities over which the Company exercises significant influence but does not control are accounted for under the equity method. 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 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 service revenue as one line item, service expense as one line item, and loss on foreign currency translation as a component of other expenses. Additionally, the Company’s legacy workforce development businesses have been reclassified from the Human Services segment to the Workforce Development Services segment. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. 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, 2014 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, 2014. |
Description Of Business [Policy Text Block] | Description of Business The Company provides and manages health and human services through non-emergency transportation, community and behavioral health, workforce development and health assessment offerings. The Company operates in four segments, Non-Emergency Transportation Services (“NET Services”), Human Services, Workforce Development Services (“WD Services”) and Health Assessment Services (“HA 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 the Human Services segment, 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, disabilities or court order. The WD Services segment provides outsourced employability and legal offender rehabilitation case management services, primarily to the eligible participants in government sponsored programs. The HA Services segment primarily provides comprehensive health assessments (“CHAs”), for members enrolled in Medicare Advantage (“MA”) health plans, in patient’s homes or nursing facilities. |
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 ● 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. Publicly held entities must apply the new revenue standard to interim reporting periods within annual reporting periods beginning after December 15, 2017. Early adoption of the standard is permitted, but not before annual periods beginning after December 15, 2016. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity . In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs |
Note 3 - Equity Investment (Tab
Note 3 - Equity Investment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | Assets Liabilities Other Assets Accrued Expenses Maximum Exposure to Loss $ 19,573 $ 9,328 $ 19,573 |
Note 5 - Long-term Obligation23
Note 5 - Long-term Obligations and Note Payable to Related Party (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, December 31, 2015 2014 $240,000 revolving loan (previously $165,000; amended May 28, 2014), LIBOR plus 2.25% - 3.25% (effective rate of 3.23% at June 30, 2015) through August 2018 with interest payable at least once every three months $ 191,700 $ 201,700 $250,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.28% at June 30, 2015), with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months through August 2018 240,625 250,000 $60,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.28% at June 30, 2015), with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 56,625 58,875 14.0% unsecured related party, subordinated bridge note with principal due September 30, 2018 and interest payable quarterly - 65,500 2.0% unsecured, subordinated note to former stockholder of acquired company, principal and interest due May 2016 600 600 489,550 576,675 Less unamortized discount on debt 1,220 1,462 488,330 575,213 Less current portion 29,663 90,688 Total long-term obligations, less current portion $ 458,667 $ 484,525 |
Note 6 - Stock-based Compensa24
Note 6 - Stock-based Compensation Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | For the six months ended June 30, 2015 Number of Shares Under Option Weighted-average Exercise Price Balance at beginning of period 813,622 $ 30.77 Exercised (147,461 ) $ 16.12 Forfeited or expired (21,500 ) $ 36.27 Outstanding at June 30, 2015 644,661 $ 33.94 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | For the six months ended June 30, 2015 Shares Weighted-average Grant Date Fair Value Non-vested balance at beginning of period 688,262 $ 37.71 Granted 29,959 $ 50.73 Vested (213,018 ) $ 33.83 Forfeited or cancelled (250 ) $ 15.50 Non-vested at June 30, 2015 504,953 $ 40.13 |
Note 7 - Convertible Preferre25
Note 7 - Convertible Preferred Stock, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Preferred Stock [Member] | |
Note 7 - Convertible Preferred Stock, Net (Tables) [Line Items] | |
Temporary Equity [Table Text Block] | Original issue price of convertible preferred stock $ 81,250 Less: Issuance costs (3,531 ) Total convertible preferred stock, net $ 77,719 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Balance at December 31, 2014 16,870,285 $ 17 $ 261,155 $ (13,366 ) $ (8,756 ) 1,014,108 $ (17,686 ) Stock-based compensation - - 6,058 - - - - Exercise of employee stock options, including net tax windfall of $2,135 147,461 - 4,512 - - - - Restricted stock issued 63,789 - - - - 15,449 (734 ) Foreign currency translation adjustments - - - - 711 - - Beneficial conversion feature related to preferred stock - - 1,071 - - - - Convertible preferred stock dividends - - (1,698 ) - - - - Amortization of convertible preferred stock discount - - (1,071 ) - - - - Net income - - - 12,871 - - - Balance at June 30, 2015 17,081,535 $ 17 $ 270,027 $ (495 ) $ (8,045 ) 1,029,557 $ (18,420 ) |
Note 9 - Earnings Per Share (Ta
Note 9 - Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Numerator: Net income $ 6,634 $ 6,672 $ 12,871 $ 12,959 Less dividends on convertible preferred stock (1,104 ) - (1,698 ) - Less amortization of convertible preferred stock discount (825 ) - (1,071 ) - Less income allocated to participating securities (524 ) - (859 ) - Net income available to common stockholders 4,181 6,672 9,243 12,959 Denominator: Denominator for basic earnings per share -- weighted-average shares 16,097,198 14,171,013 16,036,959 14,006,944 Effect of dilutive securities: Common stock options and restricted stock awards 143,700 265,779 156,413 282,782 Performance-based restricted stock units - 17,172 - 17,172 Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 16,240,898 14,453,964 16,193,372 14,306,898 Basic earnings per share $ 0.26 $ 0.47 $ 0.58 $ 0.93 Diluted earnings per share $ 0.26 $ 0.46 $ 0.57 $ 0.91 |
Note 13 - Acquisitions (Tables)
Note 13 - Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash purchase of common stock (including working capital adjustment) $ 354,637 Equity consideration (valued using October 23, 2014 stock price) 38,569 Total purchase price $ 393,206 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Accounts receivable (1) $ 21,546 Other current assets 11,371 Property and equipment 4,293 Intangibles 247,300 Goodwill (2) 213,149 Other non-current assets 3,953 Deferred taxes, net (83,677 ) Accounts payable and accrued liabilities (24,175 ) Other non-current liabilities (554 ) Total $ 393,206 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Type Life (Years) Value Trademarks and trade names Indefinite Lived N/A $ 25,900 Customer relationships Amortizable 10 181,100 Developed technology Amortizable 5 40,300 9.1* $ 247,300 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Ingeus results included in the Company's condensed consolidated statements of income: Revenue $ 85,290 $ 28,835 $ 186,245 $ 28,835 Net income (loss) $ 956 $ 702 $ (2,790 ) $ 702 Matrix results included in the Company's condensed consolidated statements of income: Revenue $ 55,403 $ - $ 112,835 $ - Net income $ 3,800 $ - $ 7,527 $ - Consolidated Pro forma: Revenue $ 508,251 $ 450,016 $ 1,014,046 $ 879,384 Net income $ 6,634 $ 10,313 $ 12,871 $ 27,765 Diluted earnings per share $ 0.26 $ 0.64 $ 0.57 $ 1.75 |
Note 14 - Business Segments (Ta
Note 14 - Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2015 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 270,690 $ 90,222 $ 92,175 $ 55,404 $ (240 ) $ 508,251 Service expense 246,931 78,711 83,248 41,193 (25 ) 450,058 General and administrative expense 2,554 4,957 7,984 760 7,061 23,316 Depreciation and amortization 2,329 1,767 3,332 7,185 344 14,957 Operating income (loss) $ 18,876 $ 4,787 $ (2,389 ) $ 6,266 $ (7,620 ) $ 19,920 Total assets $ 279,564 $ 111,683 $ 259,810 $ 501,854 $ 64,133 $ 1,217,044 Three Months Ended June 30, 2014 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 216,296 $ 91,333 $ 36,617 $ - $ (293 ) $ 343,953 Service expense 196,473 82,603 30,483 - (429 ) 309,130 General and administrative expense 2,033 4,936 2,224 - 6,963 16,156 Depreciation and amortization 1,865 1,745 1,261 - 272 5,143 Operating income (loss) $ 15,925 $ 2,049 $ 2,649 $ - $ (7,099 ) $ 13,524 Total assets $ 239,439 $ 118,327 $ 237,278 $ - $ 67,945 $ 662,989 Six Months Ended June 30, 2015 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 525,450 $ 176,409 $ 199,793 $ 112,836 $ (442 ) $ 1,014,046 Service expense 476,178 156,251 177,492 84,406 (401 ) 893,926 General and administrative expense 5,051 9,937 15,209 1,282 16,521 48,000 Depreciation and amortization 4,606 3,614 6,648 14,367 622 29,857 Operating income (loss) $ 39,615 $ 6,607 $ 444 $ 12,781 $ (17,184 ) $ 42,263 Six Months Ended June 30, 2014 NET Services Human Services WD Services HA Services Corporate and Other Total Revenues $ 414,373 $ 175,435 $ 44,065 $ - $ (517 ) $ 633,356 Service expense 371,703 161,510 36,902 - (1,049 ) 569,066 General and administrative expense 3,983 9,872 2,728 - 13,192 29,775 Depreciation and amortization 3,626 3,324 1,392 - 529 8,871 Operating income (loss) $ 35,061 $ 729 $ 3,043 $ - $ (13,189 ) $ 25,644 |
Note 1 - Basis of Presentatio30
Note 1 - Basis of Presentation, Description of Business and Recent Accounting Pronouncements (Details) - Jun. 30, 2015 $ in Thousands | USD ($) |
Note 1 - Basis of Presentation, Description of Business and Recent Accounting Pronouncements (Details) [Line Items] | |
Number of Operating Segments | 4 |
Other Assets [Member] | |
Note 1 - Basis of Presentation, Description of Business and Recent Accounting Pronouncements (Details) [Line Items] | |
Unamortized Debt Issuance Expense | $ 4,485 |
Note 2 - Concentrations (Detail
Note 2 - Concentrations (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Foreign Countries [Member] | |||
Note 2 - Concentrations (Details) [Line Items] | |||
Concentration Risk, Net Assets Amount, Geographic Area (in Dollars) | $ 46,651 | $ 40,213 | |
Sales Revenue, Net [Member] | Government Contracts Concentration Risk [Member] | UNITED STATES | |||
Note 2 - Concentrations (Details) [Line Items] | |||
Concentration Risk, Percentage | 61.20% | 78.00% | |
Sales Revenue, Net [Member] | Government Contracts Concentration Risk [Member] | Foreign Countries [Member] | |||
Note 2 - Concentrations (Details) [Line Items] | |||
Concentration Risk, Percentage | 95.20% | 92.30% | |
Net Assets, Geographic Area [Member] | Geographic Concentration Risk [Member] | Foreign Countries [Member] | |||
Note 2 - Concentrations (Details) [Line Items] | |||
Concentration Risk, Percentage | 14.50% | 18.20% | |
One Foreign Payer [Member] | Workforce Development Services Revenue [Member] | Customer Concentration Risk [Member] | |||
Note 2 - Concentrations (Details) [Line Items] | |||
Concentration Risk, Percentage | 44.80% | 44.80% |
Note 3 - Equity Investment (Det
Note 3 - Equity Investment (Details) - Mission Providence [Member] | Jun. 30, 2015 |
Note 3 - Equity Investment (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 60.00% |
Joint Venture, Rights to Cash or Profit Distributions, Percentage | 75.00% |
Note 3 - Equity Investment (D33
Note 3 - Equity Investment (Details) - Carrying Amounts of Assets and Liabilities and Maximum Loss Exposure - Mission Providence [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |
$ 19,573 | |
Other Assets [Member] | |
Schedule of Equity Method Investments [Line Items] | |
19,573 | |
Accrued Expenses [Member] | |
Schedule of Equity Method Investments [Line Items] | |
$ 9,328 |
Note 4 - Fair Value Measureme34
Note 4 - Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Note 4 - Fair Value Measurements (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 10,549 | ||
Payments for Merger Related Costs | $ 7,496 | $ 7,496 | |
Other Noncurrent Liabilities [Member] | |||
Note 4 - Fair Value Measurements (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 2,611 | 2,782 | |
Accrued Expenses [Member] | |||
Note 4 - Fair Value Measurements (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 7,767 |
Note 5 - Long-term Obligation35
Note 5 - Long-term Obligations and Note Payable to Related Party (Details) - Unsecured Subordinated Note Issued to Coliseum [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Oct. 23, 2014 |
Note 5 - Long-term Obligations and Note Payable to Related Party (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | |
Coliseum Capital Management, LLC [Member] | ||
Note 5 - Long-term Obligations and Note Payable to Related Party (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | |
Debt Instrument, Face Amount | $ 65,500 |
Note 5 - Long-term Obligation36
Note 5 - Long-term Obligations and Note Payable to Related Party (Details) - Company’s Long-term Obligations - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 489,550 | $ 576,675 |
Less unamortized discount on debt | 1,220 | 1,462 |
488,330 | 575,213 | |
Less current portion | 29,663 | 90,688 |
Total long-term obligations, less current portion | 458,667 | 484,525 |
Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 240,625 | 250,000 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 56,625 | 58,875 |
Unsecured Subordinated Note Issued to Coliseum [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 65,500 | |
Unsecured, Subordinated Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 600 | 600 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 191,700 | $ 201,700 |
Note 5 - Long-term Obligation37
Note 5 - Long-term Obligations and Note Payable to Related Party (Details) - Company’s Long-term Obligations (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Face amount (in Dollars) | $ 250,000 | $ 250,000 |
Debt Instrument, Effective Rate | 3.28% | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Face amount (in Dollars) | $ 60,000 | 60,000 |
Debt Instrument, Effective Rate | 3.28% | |
Unsecured Subordinated Note Issued to Coliseum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 14.00% | |
Unsecured, Subordinated Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.00% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Face amount (in Dollars) | $ 240,000 | $ 240,000 |
Debt Instrument, Effective Rate | 3.23% | |
Minimum [Member] | Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Minimum [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Minimum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Maximum [Member] | Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | |
Maximum [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Maximum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Note 6 - Stock-based Compensa38
Note 6 - Stock-based Compensation Arrangements (Details) - Stock Option Activity - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Stock Option Activity [Abstract] | |
Balance at beginning of period | 813,622 |
Balance at beginning of period | $ 30.77 |
Outstanding at June 30, 2015 | 644,661 |
Outstanding at June 30, 2015 | $ 33.94 |
Exercised | (147,461) |
Exercised | $ 16.12 |
Forfeited or expired | (21,500) |
Forfeited or expired | $ 36.27 |
Note 6 - Stock-based Compensa39
Note 6 - Stock-based Compensation Arrangements (Details) - Nonvested Stock Activity - 6 months ended Jun. 30, 2015 - Restricted Stock [Member] - $ / shares | Total |
Note 6 - Stock-based Compensation Arrangements (Details) - Nonvested Stock Activity [Line Items] | |
Non-vested balance at beginning of period | 688,262 |
Non-vested balance at beginning of period | $ 37.71 |
Granted | 29,959 |
Granted | $ 50.73 |
Vested | (213,018) |
Vested | $ 33.83 |
Forfeited or cancelled | (250) |
Forfeited or cancelled | $ 15.50 |
Non-vested at June 30, 2015 | 504,953 |
Non-vested at June 30, 2015 | $ 40.13 |
Note 7 - Convertible Preferre40
Note 7 - Convertible Preferred Stock, Net (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2015 | Apr. 01, 2015 | Feb. 11, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Mar. 12, 2015 | Feb. 05, 2015 | Dec. 31, 2014 |
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Convertible Preferred Stock, Pro Rata Share | $ 65,500 | $ 65,500 | ||||||
Rights Offering, Right to Purchase Preferred Stock, Price Per Share | $ 100 | $ 100 | ||||||
Conversion Price | $ 39.88 | |||||||
Registered Rights Offering, Convertible Preferred Stock, Value | $ 65,500 | |||||||
Dividends, Preferred Stock | $ 1,104 | $ 1,698 | ||||||
Convertible Preferred Stock [Member] | The Standby Purchasers [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Rights Offering, Right to Purchase Preferred Stock, Price Per Share | $ 105 | $ 100 | ||||||
Temporary Equity, Shares Issued | 150,000 | 524,116 | ||||||
Convertible Preferred Stock [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Temporary Equity, Shares Issued | 805,000 | 805,000 | 0 | |||||
Dividends, Preferred Stock | $ 594 | |||||||
Convertible Preferred Stock [Member] | Non-Standby Purchasers [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Temporary Equity, Shares Issued | 130,884 | |||||||
Cash Dividends [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 5.50% | |||||||
Cash Dividends [Member] | Convertible Preferred Stock [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 5.50% | |||||||
Paid-in-kind Dividends [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 8.50% | |||||||
Paid-in-kind Dividends [Member] | Convertible Preferred Stock [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 8.50% | |||||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||||||
Note 7 - Convertible Preferred Stock, Net (Details) [Line Items] | ||||||||
Dividends, Preferred Stock | $ 1,104 |
Note 7 - Convertible Preferre41
Note 7 - Convertible Preferred Stock, Net (Details) - Convertible Preferred Stock - Jun. 30, 2015 - Convertible Preferred Stock [Member] - USD ($) $ in Thousands | Total |
Temporary Equity [Line Items] | |
Original issue price of convertible preferred stock | $ 81,250 |
Less: Issuance costs | (3,531) |
Total convertible preferred stock, net | $ 77,719 |
Note 8 - Stockholders' Equity42
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Amount | $ 243,084 | $ 243,084 | ||
Exercise of employee stock options, including net tax windfall of $2,135 (in Shares) | 147,461 | |||
Foreign currency translation adjustments | 6,007 | $ 2,642 | $ 711 | $ 2,378 |
Convertible preferred stock dividends | (1,104) | (1,698) | ||
Amortization of convertible preferred stock discount | (825) | (1,071) | ||
Net income | $ 6,634 | $ 6,672 | $ 12,871 | $ 12,959 |
Common Stock [Member] | ||||
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Shares (in Shares) | 17,081,535 | 17,081,535 | ||
Amount | $ 17 | $ 17 | ||
Exercise of employee stock options, including net tax windfall of $2,135 (in Shares) | 147,461 | |||
Restricted stock issued (in Shares) | 63,789 | |||
Additional Paid-in Capital [Member] | ||||
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Amount | 270,027 | $ 270,027 | ||
Stock-based compensation | 6,058 | |||
Exercise of employee stock options, including net tax windfall of $2,135 | 4,512 | |||
Beneficial conversion feature related to preferred stock | 1,071 | |||
Convertible preferred stock dividends | (1,698) | |||
Amortization of convertible preferred stock discount | (1,071) | |||
Retained Earnings [Member] | ||||
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Amount | (495) | (495) | ||
Net income | 12,871 | |||
AOCI Attributable to Parent [Member] | ||||
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Amount | $ (8,045) | (8,045) | ||
Foreign currency translation adjustments | $ 711 | |||
Treasury Stock [Member] | ||||
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity [Line Items] | ||||
Shares (in Shares) | 1,029,557 | 1,029,557 | ||
Amount | $ (18,420) | $ (18,420) | ||
Restricted stock issued (in Shares) | 15,449 | |||
Restricted stock issued | $ (734) |
Note 8 - Stockholders' Equity43
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Additional Paid-in Capital [Member] | |
Note 8 - Stockholders' Equity (Details) - Changes in Stockholders' Equity (Parentheticals) [Line Items] | |
Net tax windfall | $ 2,135 |
Note 9 - Earnings Per Share (De
Note 9 - Earnings Per Share (Details) - Jun. 30, 2015 - shares | Total | Total |
Convertible Preferred Stock [Member] | ||
Note 9 - Earnings Per Share (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 805,000 | 594,171 |
Note 9 - Earnings Per Share (45
Note 9 - Earnings Per Share (Details) - Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income | $ 6,634 | $ 6,672 | $ 12,871 | $ 12,959 |
Less dividends on convertible preferred stock | (1,104) | (1,698) | ||
Less amortization of convertible preferred stock discount | (825) | (1,071) | ||
Less income allocated to participating securities | (524) | (859) | ||
Net income available to common stockholders | $ 4,181 | $ 6,672 | $ 9,243 | $ 12,959 |
Denominator: | ||||
Denominator for basic earnings per share -- weighted-average shares | 16,097,198 | 14,171,013 | 16,036,959 | 14,006,944 |
Effect of dilutive securities: | ||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion | 16,240,898 | 14,453,964 | 16,193,372 | 14,306,898 |
Basic earnings per share | $ 0.26 | $ 0.47 | $ 0.58 | $ 0.93 |
Diluted earnings per share | $ 0.26 | $ 0.46 | $ 0.57 | $ 0.91 |
Stock Options and RSAs [Member] | ||||
Effect of dilutive securities: | ||||
Common stock options and restricted stock awards | 143,700 | 265,779 | 156,413 | 282,782 |
Restricted Stock Units (RSUs) [Member] | ||||
Effect of dilutive securities: | ||||
Performance-based restricted stock units | 17,172 | 17,172 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 55.90% | 45.30% | 54.90% | 42.90% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% |
Note 11 - Commitments and Con47
Note 11 - Commitments and Contingencies (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Note 11 - Commitments and Contingencies (Details) [Line Items] | ||
Number Of Deferred Compensation Plans | 2 | 2 |
Other Noncurrent Liabilities [Member] | ||
Note 11 - Commitments and Contingencies (Details) [Line Items] | ||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 1,461 | $ 1,432 |
Note 12 - Transactions with R48
Note 12 - Transactions with Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 12, 2015 | Feb. 11, 2015 | Feb. 05, 2015 |
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Interest Paid | $ 8,994 | $ 2,783 | ||||
Convertible Preferred Stock, Pro Rata Share | $ 65,500 | $ 65,500 | ||||
Rights Offering, Right to Purchase Preferred Stock, Price Per Share (in Dollars per share) | $ 100 | $ 100 | ||||
Unsecured Subordinated Note Issued to Coliseum [Member] | ||||||
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | |||||
Coliseum Capital Management, LLC [Member] | ||||||
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% | |||||
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 | |||||
Standby Purchase Agreement, Right of Investor to Purchase Additional Preferred Stock, Price Per Share as a Percentage of Subscription Price | 105.00% | |||||
Coliseum Capital Management, LLC [Member] | Consideration for Entering into Standby Purchase Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Standby Purchase Agreement, Fee Paid to Investor | $ 2,947 | |||||
Coliseum Capital Management, LLC [Member] | Unsecured Subordinated Note Issued to Coliseum [Member] | ||||||
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | |||||
Debt Instrument, Face Amount | $ 65,500 | |||||
Interest Paid | $ 3,015 | |||||
Coliseum Capital Management, LLC [Member] | Preferred Stock Dividends Earned by Related Party [Member] | ||||||
Note 12 - Transactions with Related Parties (Details) [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $ 1,616 |
Note 13 - Acquisitions (Details
Note 13 - Acquisitions (Details) - Matrix Acquisition [Member] $ in Thousands | Oct. 23, 2014USD ($) |
Note 13 - Acquisitions (Details) [Line Items] | |
Business Combination, Acquired Receivables, Fair Value | $ 21,546 |
Business Combination, Acquired Receivables, Gross Contractual Amount | 22,745 |
Business Combination, Acquired Receivables, Estimated Uncollectible | 1,199 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 995 |
Note 13 - Acquisitions (Detai50
Note 13 - Acquisitions (Details) - Purchase Price Calculation - Matrix Acquisition [Member] $ in Thousands | Oct. 23, 2014USD ($) |
Business Acquisition [Line Items] | |
Cash purchase of common stock (including working capital adjustment) | $ 354,637 |
Equity consideration (valued using October 23, 2014 stock price) | 38,569 |
Total purchase price | $ 393,206 |
Note 13 - Acquisitions (Detai51
Note 13 - Acquisitions (Details) - Net Assets Based Upon Preliminary Estimate of Fair Values - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 23, 2014 | |
Note 13 - Acquisitions (Details) - Net Assets Based Upon Preliminary Estimate of Fair Values [Line Items] | ||||
Goodwill (2) | $ 358,483 | $ 355,641 | ||
Matrix Acquisition [Member] | ||||
Note 13 - Acquisitions (Details) - Net Assets Based Upon Preliminary Estimate of Fair Values [Line Items] | ||||
Accounts receivable (1) | [1] | $ 21,546 | ||
Other current assets | 11,371 | |||
Property and equipment | 4,293 | |||
Intangibles | 247,300 | |||
Goodwill (2) | [2] | 213,149 | ||
Other non-current assets | 3,953 | |||
Deferred taxes, net | (83,677) | |||
Accounts payable and accrued liabilities | (24,175) | |||
Other non-current liabilities | (554) | |||
Total | $ 393,206 | |||
[1] | The fair value of trade accounts receivable acquired in this transaction was determined to be approximately $21,546. The gross amount due with respect to these receivables is approximately $22,745, of which approximately $1,199 is expected to be uncollectible. | |||
[2] | The goodwill was allocated to the Company's HA Services segment. Goodwill totaling $995 is expected to be deductible for tax purposes. Goodwill includes the value of the purchased assembled workforce. |
Note 13 - Acquisitions (Detai52
Note 13 - Acquisitions (Details) - Preliminary Fair Value of Intangible Assets - Oct. 23, 2014 - Matrix Acquisition [Member] - USD ($) $ in Thousands | Total | |
Note 13 - Acquisitions (Details) - Preliminary Fair Value of Intangible Assets [Line Items] | ||
Intangible assets | $ 247,300 | |
[1] | 9 years 36 days | |
$ 247,300 | ||
Trademarks and Trade Names [Member] | ||
Note 13 - Acquisitions (Details) - Preliminary Fair Value of Intangible Assets [Line Items] | ||
Trademarks and trade names | $ 25,900 | |
Customer Relationships [Member] | ||
Note 13 - Acquisitions (Details) - Preliminary Fair Value of Intangible Assets [Line Items] | ||
Intangible assets | 10 years | |
Intangible assets | $ 181,100 | |
$ 181,100 | ||
Developed Technology Rights [Member] | ||
Note 13 - Acquisitions (Details) - Preliminary Fair Value of Intangible Assets [Line Items] | ||
Intangible assets | 5 years | |
Intangible assets | $ 40,300 | |
$ 40,300 | ||
[1] | Weighted-average amortization period for intangible assets with definite lives |
Note 13 - Acquisitions (Detai53
Note 13 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Pro forma: | ||||
Revenue | $ 508,251 | $ 450,016 | $ 1,014,046 | $ 879,384 |
Net income | $ 6,634 | $ 10,313 | $ 12,871 | $ 27,765 |
Diluted earnings per share (in Dollars per share) | $ 0.26 | $ 0.64 | $ 0.57 | $ 1.75 |
Ingeus Acquisition [Member] | ||||
Note 13 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income [Line Items] | ||||
Revenue | $ 85,290 | $ 28,835 | $ 186,245 | $ 28,835 |
Net income (loss) | 956 | $ 702 | (2,790) | $ 702 |
Matrix Acquisition [Member] | ||||
Note 13 - Acquisitions (Details) - Unaudited Proforma Revenue and Net Income [Line Items] | ||||
Revenue | 55,403 | 112,835 | ||
Net income (loss) | $ 3,800 | $ 7,527 |
Note 14 - Business Segments (De
Note 14 - Business Segments (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Note 14 - Business Segments (55
Note 14 - Business Segments (Details) - Financial Information Attributable to the Company's Business Segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 508,251 | $ 343,953 | $ 1,014,046 | $ 633,356 | |
Service expense | 450,058 | 309,130 | 893,926 | 569,066 | |
General and administrative expense | 23,316 | 16,156 | 48,000 | 29,775 | |
Depreciation and amortization | 14,957 | 5,143 | 29,857 | 8,871 | |
Operating income (loss) | 19,920 | 13,524 | 42,263 | 25,644 | |
Total assets | 1,217,044 | 662,989 | 1,217,044 | 662,989 | $ 1,165,245 |
NET Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 270,690 | 216,296 | 525,450 | 414,373 | |
Service expense | 246,931 | 196,473 | 476,178 | 371,703 | |
General and administrative expense | 2,554 | 2,033 | 5,051 | 3,983 | |
Depreciation and amortization | 2,329 | 1,865 | 4,606 | 3,626 | |
Operating income (loss) | 18,876 | 15,925 | 39,615 | 35,061 | |
Total assets | 279,564 | 239,439 | 279,564 | 239,439 | |
Human Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 90,222 | 91,333 | 176,409 | 175,435 | |
Service expense | 78,711 | 82,603 | 156,251 | 161,510 | |
General and administrative expense | 4,957 | 4,936 | 9,937 | 9,872 | |
Depreciation and amortization | 1,767 | 1,745 | 3,614 | 3,324 | |
Operating income (loss) | 4,787 | 2,049 | 6,607 | 729 | |
Total assets | 111,683 | 118,327 | 111,683 | 118,327 | |
WD Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 92,175 | 36,617 | 199,793 | 44,065 | |
Service expense | 83,248 | 30,483 | 177,492 | 36,902 | |
General and administrative expense | 7,984 | 2,224 | 15,209 | 2,728 | |
Depreciation and amortization | 3,332 | 1,261 | 6,648 | 1,392 | |
Operating income (loss) | (2,389) | 2,649 | 444 | 3,043 | |
Total assets | 259,810 | 237,278 | 259,810 | 237,278 | |
HA Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 55,404 | 112,836 | |||
Service expense | 41,193 | 84,406 | |||
General and administrative expense | 760 | 1,282 | |||
Depreciation and amortization | 7,185 | 14,367 | |||
Operating income (loss) | 6,266 | 12,781 | |||
Total assets | 501,854 | 501,854 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (240) | (293) | (442) | (517) | |
Service expense | (25) | (429) | (401) | (1,049) | |
General and administrative expense | 7,061 | 6,963 | 16,521 | 13,192 | |
Depreciation and amortization | 344 | 272 | 622 | 529 | |
Operating income (loss) | (7,620) | (7,099) | (17,184) | (13,189) | |
Total assets | $ 64,133 | $ 67,945 | $ 64,133 | $ 67,945 |
Uncategorized Items - prsc-2015
Label | Element | Value |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ (8,756) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 261,155 |
Common Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 16,870,285 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 17 |
Retained Earnings [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ (13,366) |
Treasury Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 1,014,108 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ (17,686) |