Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | PROVIDENCE SERVICE CORP | |
Entity Central Index Key | 1,220,754 | |
Trading Symbol | prsc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 14,165,012 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible Preferred Stock [Member] | ||
Liabilities and stockholders' equity | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 803,398 and 803,518 issued and outstanding; 5.5%/8.5% dividend rate | $ 77,565 | $ 77,576 |
Cash and cash equivalents | 52,362 | 79,756 |
Accounts receivable, net of allowance of $4,249 in 2016 and $4,380 in 2015 | 170,723 | 156,932 |
Other receivables | 9,329 | 16,298 |
Prepaid expenses and other | 41,245 | 27,624 |
Restricted cash | 2,475 | 4,012 |
Deferred tax assets | 7,383 | 2,891 |
Current assets of discontinued operations held for sale | 39,518 | 32,211 |
Total current assets | 323,035 | 319,724 |
Property and equipment, net | 57,451 | 46,158 |
Goodwill, net | 126,167 | 129,958 |
Intangible assets, net | 57,204 | 69,564 |
Other assets | 15,460 | 27,312 |
Restricted cash, less current portion | 12,664 | 16,044 |
Deferred tax asset | 3,581 | 42 |
Non-current assets of discontinued operations held for sale | 428,495 | 441,400 |
Total assets | 1,024,057 | 1,050,202 |
Current portion of long-term obligations | 322,898 | 31,375 |
Accounts payable | 22,493 | 28,019 |
Accrued expenses | 103,468 | 117,436 |
Accrued transportation costs | 96,472 | 64,537 |
Deferred revenue | 17,958 | 28,667 |
Reinsurance and related liability reserves | 9,910 | 9,389 |
Current liabilities of discontinued operations held for sale | 20,603 | 15,849 |
Total current liabilities | 593,802 | 295,272 |
Long-term obligations, less current portion | 268,696 | |
Other long-term liabilities | 27,683 | 22,855 |
Deferred tax liabilities | 6,586 | 8,403 |
Non-current liabilities of discontinued operations held for sale | 81,884 | 87,268 |
Total liabilities | 709,955 | 682,494 |
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,313,862 and 17,186,780 issued and outstanding (including treasury shares) | 17 | 17 |
Additional paid-in capital | 299,950 | 293,012 |
Retained earnings | 73,408 | 69,209 |
Accumulated other comprehensive loss, net of tax | (27,971) | (16,831) |
Treasury shares, at cost, 3,048,293 and 1,895,998 shares | (108,037) | (54,823) |
Total Providence stockholders' equity | 237,367 | 290,584 |
Noncontrolling interest | (830) | (452) |
Total stockholders' equity | 236,537 | 290,132 |
Total liabilities and stockholders' equity | $ 1,024,057 | $ 1,050,202 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Convertible Preferred Stock [Member] | Cash Dividends [Member] | ||
Convertible Preferred Stock, Dividend Rate | 5.50% | 8.50% |
Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Convertible Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred Stock, Shares Issued (in shares) | 803,398 | 803,518 |
Convertible Preferred Stock, Shares Outstanding (in shares) | 803,398 | 803,518 |
Accounts receivable, allowance | $ 4,249 | $ 4,380 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 17,313,862 | 17,186,780 |
Common stock, shares outstanding (in shares) | 17,313,862 | 17,186,780 |
Treasury shares, shares (in shares) | 3,048,293 | 1,895,998 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Service revenue, net | $ 412,512 | $ 379,568 | $ 1,192,930 | $ 1,104,799 |
Operating expenses: | ||||
Service expense | 378,729 | 350,583 | 1,095,515 | 1,004,329 |
General and administrative expense | 17,320 | 20,521 | 52,548 | 56,998 |
Depreciation and amortization | 6,670 | 5,882 | 20,058 | 17,759 |
Total operating expenses | 402,719 | 376,986 | 1,168,121 | 1,079,086 |
Operating income | 9,793 | 2,582 | 24,809 | 25,713 |
Other expenses: | ||||
Interest expense, net | 702 | 515 | 2,339 | 2,763 |
Equity in net loss of investee | 1,517 | 4,465 | 5,693 | 8,008 |
Gain on foreign currency transactions | (482) | (736) | (1,332) | (1,131) |
Income (loss) from continuing operations before income taxes | 8,056 | (1,662) | 18,109 | 16,073 |
Provision for income taxes | 4,543 | 2,495 | 12,051 | 12,918 |
Income (loss) from continuing operations, net of tax | 3,513 | (4,157) | 6,058 | 3,155 |
Discontinued operations, net of tax | (2,562) | (1,253) | 1,017 | 4,258 |
Net income (loss) | 951 | (5,410) | 7,075 | 7,413 |
Net (income) loss attributable to noncontrolling interests | (301) | (161) | 433 | (114) |
Net income (loss) attributable to Providence | 650 | (5,571) | 7,508 | 7,299 |
Operations | $ (717) | $ (6,687) | $ 3,697 | $ 3,014 |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ 0.13 | $ (0.33) | $ 0.19 | $ (0.05) |
Discontinued operations (in dollars per share) | (0.18) | (0.08) | 0.06 | 0.24 |
Basic earnings (loss) per common share (in dollars per share) | (0.05) | (0.41) | 0.25 | 0.19 |
Diluted earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.13 | (0.33) | 0.19 | (0.05) |
Discontinued operations (in dollars per share) | (0.18) | (0.08) | 0.06 | 0.24 |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.05) | $ (0.41) | $ 0.25 | $ 0.19 |
Denominator: | ||||
Denominator for basic earnings per share -- weighted-average shares (in shares) | 14,523,408 | 16,130,421 | 14,823,757 | 16,068,455 |
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 14,634,483 | 16,130,421 | 14,943,024 | 16,068,455 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ 951 | $ (5,410) | $ 7,075 | $ 7,413 |
Net (income) loss attributable to noncontrolling interests | (301) | (161) | 433 | (114) |
Net income (loss) attributable to Providence | 650 | (5,571) | 7,508 | 7,299 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments, net of tax | (2,808) | (6,290) | (11,140) | (5,579) |
Other comprehensive loss | (2,808) | (6,290) | (11,140) | (5,579) |
Comprehensive income (loss) | (1,857) | (11,700) | (4,065) | 1,834 |
Comprehensive income (loss) attributable to noncontrolling interests | (266) | (160) | 378 | (95) |
Comprehensive income (loss) attributable to Providence | $ (2,123) | $ (11,860) | $ (3,687) | $ 1,739 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Operating activities | |||||
Net income | $ 951 | $ (5,410) | $ 7,075 | $ 7,413 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 17,039 | 15,287 | |||
Amortization | 24,140 | 29,157 | |||
Provision for doubtful accounts | 2,196 | 2,018 | |||
Stock-based compensation | 3,204 | 8,822 | |||
Deferred income taxes | (15,446) | (7,811) | |||
Amortization of deferred financing costs and debt discount | 1,573 | 1,611 | |||
Excess tax benefit upon exercise of stock options | (276) | (2,364) | |||
Asset impairment charge | 1,593 | ||||
Equity in net loss of investee | 1,517 | 4,465 | 5,693 | 8,008 | |
Other non-cash credits | (1,279) | (433) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (22,116) | (87,823) | |||
Other receivables | 5,677 | 1,177 | |||
Restricted cash | 43 | ||||
Prepaid expenses and other | (15,577) | 12,719 | |||
Reinsurance liability reserve | 984 | 5,174 | |||
Accounts payable and accrued expenses | 32,530 | (10,556) | |||
Income taxes payable on sale of business | (30,153) | ||||
Accrued transportation costs | 31,935 | 23,626 | |||
Deferred revenue | (7,460) | 17,896 | |||
Other long-term liabilities | 5,242 | 248 | |||
Net cash provided by operating activities | 44,981 | 25,805 | |||
Investing activities | |||||
Purchase of property and equipment | (33,928) | (23,834) | |||
Net (increase) decrease in short-term investments | 242 | (14) | |||
Acquisitions, net of cash acquired | (3,433) | ||||
Equity investments | (6,381) | (13,785) | |||
Restricted cash for reinsured claims losses | 4,917 | (1,452) | |||
Net cash used in investing activities | (35,150) | (42,518) | |||
Financing activities | |||||
Proceeds from issuance of preferred stock, net of issuance costs | 80,667 | ||||
Preferred stock dividends | (3,309) | (2,814) | |||
Repurchase of common stock, for treasury | (53,214) | (738) | |||
Proceeds from common stock issued pursuant to stock option exercise | 4,099 | 4,490 | |||
Excess tax benefit upon exercise of stock options | 276 | 2,364 | |||
Repayment of long-term debt | (23,250) | (92,938) | |||
Proceeds from long-term debt | 43,500 | ||||
Payment of contingent consideration | (7,496) | ||||
Other financing costs | (47) | (288) | |||
Net cash used in financing activities | (31,945) | (16,753) | |||
Effect of exchange rate changes on cash | (39) | (463) | |||
Net change in cash and cash equivalents | (22,153) | (33,929) | |||
Cash and cash equivalents at beginning of period | 84,770 | 160,406 | $ 160,406 | ||
Cash and cash equivalents at end of period | 62,617 | 126,477 | 62,617 | 126,477 | 84,770 |
Supplemental cash flow information: | |||||
Cash included in current assets of discontinued operations held for sale | $ 10,255 | $ 31,515 | 10,255 | 31,515 | $ 5,014 |
Cash paid for interest | 8,873 | 12,922 | |||
Cash paid for income taxes | 50,037 | 16,600 | |||
Prepaid financing and subsidiary stock issuance costs | 1,049 | ||||
Accrued unfunded future equity investment capital contributions | 1,590 | 8,501 | |||
Purchase of equipment through capital lease obligation | $ 809 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1 . Organization and Basis of Presentation Description of Business The Providence Service Corporation (“we”, the “Company” or “Providence”) is a holding company, which owns controlling and noncontrolling interests in companies which provide critical healthcare and workforce development services. In 2016, Providence, through its ownership of interests in subsidiaries and other companies, operated in three segments: Non-Emergency Transportation Services (“NET Services”), Workforce Development Services (“WD Services”) and Health Assessment Services (“HA Services”). As further discussed below , on October 19, 2016, the Company completed its CCHN Group Holdings Inc. (together with its subsidiaries, “Matrix” or “HA Services”) stock subscription transaction pursuant to which a third-party subscribed for a 53.2% equity interest in Matrix with Providence retaining a 46.8% equity interest in Matrix. Thus, the Company now owns a noncontrolling interest in Matrix, and the results of Matrix are presented within discontinued operations. NET Services coordinates non-emergency transportation for individuals whose limited mobility and/or financial resources would otherwise hinder them from accessing necessary healthcare and social services. WD Services primarily provides employability and offender rehabilitation services to eligible participants of government sponsored programs. HA Services, which has been presented as a discontinued operation beginning with these financial statements, provides care optimization and delivery solutions, including comprehensive health assessments (“CHAs”) for health plans as well as in-home care management offerings. In addition, the Company completed the sale of the Human Services segment effective November 1, 2015, which also is presented as a discontinued operation. Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed, and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. During the quarter ended September 30, 2016, the HA Services segment met the criteria for held for sale classification due to the execution on August 28, 2016 of a stock subscription agreement by the Company pursuant to which a third-party subscribed for an equity interest in Matrix. Therefore, the HA Services segment is presented as a discontinued operation in accordance with GAAP. The assets and liabilities of the HA Services segment are classified as held for sale in the condensed consolidated balance sheets for all periods presented. Additionally, the operating results of this segment, along with certain expenses associated with the Human Services segment sold on November 1, 2015, are reported as discontinued operations, net of tax, in the condensed consolidated statements of income for all periods presented. See Note 15, Discontinued Operations. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and disclosures required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company holds investments that are accounted for using the equity method. The Company does not control the decision making process or business management practices of these affiliates. Accordingly, the Company relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, the Company relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s condensed consolidated financial statements. Reclassifications We have reclassified certain amounts relating to our prior period results to conform to our current period presentation. Effective January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs |
Note 2 - Accounting Changes and
Note 2 - Accounting Changes and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 2 . Accounting Changes and Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the periods presented in these condensed consolidated financial statements: In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company capitalizes debt issuance costs incurred in connection with its credit facilities, line-of-credit, and other borrowings (“deferred financing costs”), and amortizes such costs over the life of the respective debt liability. Upon adoption of ASU 2015-03 on January 1, 2016, the Company elected to present deferred financing costs for both its credit facilities and line-of credit arrangement as a direct deduction from the carrying amount of the respective debt liability. Accordingly, deferred financing costs, net of amortization, totaling $3,774 at December 31, 2015 have been reclassified from “Other assets” to “Long-term obligations, less current portion” in the condensed consolidated balance sheets. Deferred financing costs and debt discounts, net of accumulated amortization, totaling $2,302 and $1,050 at September 30, 2016 are included in “Current portion of long-term obligations” and “Other long-term liabilities”, respectively, in the condensed consolidated balance sheets. See Note 7, Long-Term Obligations In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , Updates to the recent accounting pronouncements as disclosed in the Company’s Form 10-K for the year ended December 31, 2015 are as follows: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 Revenue Recognition ● In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ● In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ● In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . Each of these ASUs are effective for public companies for annual reporting periods (and interim reporting periods within those annual reporting periods) beginning after December 15, 2017 and permit entities to transition using either a full retrospective or modified retrospective methodology. The Company has developed an implementation plan, assembled a cross-functional project team and begun to assess the impacts of applying ASC 606 by completing an analysis of the Company’s contracts with its customers. The assessment of applying ASC 606 is ongoing and, therefore, the Company has not yet determined whether those impacts will be material to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases ASU 2016-02 is effective for publicly held entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does not require transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not entered into significant lease agreements in which it is the lessor; however, the Company does have lease agreements in which it is the lessee. The Company is in the preliminary stages of assessing the impact of applying ASC 842 to its lease agreements. The assessment of applying ASU 2016-02 is ongoing and, therefore, the Company has not yet determined whether the impacts will be material to the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Revenue Recognition Extractive Activities-Oil and Gas Additionally, ASU 2016-11 removed from the Codification the SEC Staff Announcement, “Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share Under Topic 815,” which is codified in FASB ASC Topic 815, Derivatives and Hedging, Derivatives and Hedging (Topic 815) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) . The Company has not evaluated the impact of ASU 2016-13 on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Form 10-K for the year ended December 31, 2015. |
Note 3 - Equity Investment
Note 3 - Equity Investment | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
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”). Mission Providence delivers employment services 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 to Mission Providence $6,381 in capital contributions during the nine months ended September 30, 2016, and may continue to provide further contributions 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. 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 “Equity in net loss of investees” in the accompanying condensed consolidated statements of income. Cash contributions made to Mission Providence in exchange for its equity interests are included in the condensed consolidated statements of cash flows as “Equity investments”. The following table summarizes the carrying amounts of the assets and liabilities included in the Company’s condensed consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Mission Providence as of September 30, 2016 and December 31, 2015: Other Assets Accrued Expenses Maximum Exposure to Loss September 30, 2016 $ 7,157 $ 1,590 $ 7,157 December 31, 2015 $ 9,324 $ 4,654 $ 9,324 Accrued expenses relate to future funding commitments required under the joint venture agreement pursuant to the Company’s 60% equity interest that have been approved by the Mission Providence joint venture board of directors. Summary financial information for Mission Providence on a standalone basis is as follows: September 30, 2016 December 31, 2015 Current assets $ 8,905 $ 7,789 Long-term assets 19,664 8,869 Current liabilities 19,857 10,488 Long-term liabilities - - Three months ended September 30, 2016 2015 Revenue $ 9,339 $ 4,162 Operating loss (2,272 ) (4,812 ) Net loss (1,422 ) (3,250 ) Nine months ended September 30, 2016 2015 Revenue $ 26,432 $ 4,162 Operating loss (8,795 ) (11,339 ) Net loss (5,718 ) (7,812 ) |
Note 4 - Prepaid Expenses and O
Note 4 - Prepaid Expenses and Other | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
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, 2016 2015 Prepaid income taxes $ 5,136 $ 1,607 Escrow funds 10,000 - Prepaid insurance 6,251 2,971 Prepaid taxes and licenses 4,736 4,895 Prepaid rent 2,004 2,235 Deposits held for leased premises and bonds 2,763 2,574 Other 10,355 13,342 Total prepaid expenses and other $ 41,245 $ 27,624 Escrow funds relate to the sale of the Human Services segment, which was completed on November 1, 2015. The escrow funds are scheduled to be released fifteen months following the closing, although the amount to be released is subject to reduction to the extent indemnified representation and warranty claims are identified and agreed with the buyer. |
Note 5 - Accrued Expenses
Note 5 - Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 5 . Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, 2016 2015 Accrued compensation $ 22,303 $ 20,523 NET Services accrued contract payments 30,438 26,669 Income taxes payable 3,798 24,200 Other 46,929 46,044 Total accrued expenses $ 103,468 $ 117,436 |
Note 6 - Restructuring and Rela
Note 6 - Restructuring and Related Reorganization Costs | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 6. Restructuring and Related Reorganization Costs In the fourth quarter of 2015, WD Services approved two redundancy plans. The first plan relates to the termination of employees currently delivering services under an offender rehabilitation program. The second plan primarily relates to the termination of employees delivering services under the Company’s employability and skills training programs and certain other employees in the United Kingdom (the “UK”). The Company recorded severance and related charges of approximately $4,741 during the nine months ended September 30, 2016 relating to the actualization of termination benefits for specifically identified employees impacted as well as an increase in the number of individuals impacted by these plans. The initial estimate of severance and related charges at December 31, 2015 was based upon the employee groups impacted, average salary and benefits, and redundancy benefits pursuant to the existing policies. The final identification of the employees impacted is subject to customary consultation procedures. The severance charges incurred are recorded as “Service expense” in the accompanying condensed consolidated statements of income. Summary of Severance and Related Charges December 31, 2015 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments September 30, 2016 Charges related to new offender rehabilitation program $ 6,538 $ 4,204 $ (6,075 ) $ (906 ) $ 3,761 Charges related to UK restructuring 2,059 537 (2,379 ) (103 ) 114 Total $ 8,597 $ 4,741 $ (8,454 ) $ (1,009 ) $ 3,875 The total of accrued severance and related costs of $3,875 and $8,597 are reflected in “Accrued expenses” in the condensed consolidated balance sheets at September 30, 2016 and December 31, 2015, respectively. The amount accrued as of September 30, 2016 is expected to be settled by the end of the first quarter of 2017. |
Note 7 - Long-term Obligations
Note 7 - Long-term Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 7. Long-Term Obligations The Company’s long-term obligations were as follows: September 30, December 31, 2016 2015 $240,000 revolving loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.27% at September 30, 2016) with interest payable at least once every three months through August 2018 $ 63,200 $ 19,700 $250,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.38% at September 30, 2016), with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, through August 2018 212,500 231,250 $60,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.38% at September 30, 2016), with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 49,500 54,000 325,200 304,950 Unamortized discount on debt (2,302 ) (4,879 ) 322,898 300,071 Less current portion 322,898 31,375 Total long-term obligations, less current portion $ - $ 268,696 On August 28, 2016, the Company entered into the Fourth Amendment and Consent to the Amended and Restated Credit and Guaranty Agreement (the “Amendment”), amending that certain Amended and Restated Credit and Guaranty Agreement dated as of August 2, 2013 (as amended to date, the “Credit Agreement”). The Amendment provided for the lenders’ consent to the Matrix stock subscription transaction and additionally required the net cash proceeds received by the Company be applied first, to the prepayment of outstanding term loans, second, to the prepayment of outstanding revolving loans and third, for any purpose not prohibited by the Credit Agreement. Additionally, effective following the repayment of the outstanding term loans in full, the Amendment further reduced the aggregate revolving commitments under the Credit Agreement to $200,000. The term loans and revolving credit facility were fully paid on October 20, 2016, and are classified, along with the unamortized discount on debt, as current liabilities in the accompanying condensed consolidated balance sheet at September 30, 2016. The fair value of the long-term obligations approximated its carrying value at September 30, 2016 because the fair value period was reduced to one month as a result of the repayment of the long-term obligations on October 20, 2016. The fair value of the long-term obligations approximated $308,892 at December 31, 2015. The December 31, 2015 fair value of the Company’s long-term obligations was determined based on an income approach to discount the future debt payments using current market yields and was categorized within Level 3 of the fair value hierarchy. Capital Leases The Company has a three-year capital lease for information technology equipment with a termination date of May 2019. Minimum monthly lease payments of $24 are due under the terms of the lease. The total capital lease obligation at September 30, 2016 is $809, of which $359 is reflected in “Accrued liabilities” and $450 is reflected in “Other long-term liabilities” in the condensed consolidated balance sheet. |
Note 8 - Convertible Preferred
Note 8 - Convertible Preferred Stock, Net | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Preferred Stock [Member] | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 8 . Convertible Preferred Stock, Net The Company completed a rights offering on February 5, 2015 (the “Rights Offering”) 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 $100.00 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 $100.00 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 $105.00 per share or a total purchase price of $15,750, 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, if and when 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 declare a paid in kind (“PIK”) dividend 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 the liquidation preference then in effect 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. All holders of the Company’s convertible preferred stock are able to convert their convertible preferred stock into shares of common stock at a rate of approximately 2.51 shares of common stock for each share of convertible preferred stock. As of September 30, 2016, 1,602 shares of convertible preferred stock have been converted to 4,015 shares of common stock. Cash dividends are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, which commenced on April 1, 2015, and, if declared, begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, accrue cumulatively on the same schedule as set forth above for cash dividends and are also compounded at the applicable annual rate on each applicable subsequent dividend date. Cash dividends totaling $3,309 and $2,814 were distributed to convertible preferred stockholders for the nine months ended September 30, 2016 and 2015, respectively. The convertible preferred stock is accounted for outside of stockholders’ equity as it may 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. At the time of issuance of the convertible preferred stock, the Company recorded a discount on convertible preferred stock related to beneficial conversion features that arose due to the closing price of the Company’s common stock being higher than the conversion price of the convertible preferred stock on the commitment date. The amortization of this discount was recorded in stockholders’ equity. The discount was fully amortized as of June 30, 2015. The following table summarizes the convertible preferred stock activity for the nine months ended September 30, 2016: Dollar Value Share Count Balance at December 31, 2015 $ 77,576 803,518 Conversion to common stock (12 ) (120 ) Allocation of issuance costs 1 - Balance at September 30, 2016 $ 77,565 803,398 As of September 30, 2016, the 803,398 outstanding shares of convertible preferred stock are convertible into 2,014,538 shares of common stock. |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9 . Stockholders’ Equity The following table reflects changes in common stock, additional paid-in capital, retained earnings, accumulated other comprehensive loss, treasury stock and noncontrolling interest for the nine months ended September 30, 2016: Accumulated Additional Other Non- Common Stock Paid-In Retained Comprehensive Treasury Stock controlling Shares Amount Capital Earnings Loss Shares Amount Interest Total Balance at December 31, 2015 17,186,780 $ 17 $ 293,012 $ 69,209 $ (16,831 ) 1,895,998 $ (54,823 ) $ (452 ) $ 290,132 Stock-based compensation - - 3,204 - - - - - 3,204 Exercise of employee stock options, including net tax shortfall of $377 105,121 - 3,722 - - - - - 3,722 Restricted stock issued 21,661 - - - - 2,420 (118 ) - (118 ) Stock repurchase plan - - - - - 1,149,875 (53,096 ) - (53,096 ) Conversion of convertible preferred stock to common stock 300 - 12 - - - - - 12 Foreign currency translation adjustments, net of tax - - - - (11,140 ) - - 55 (11,085 ) Convertible preferred stock dividends - - - (3,309 ) - - - - (3,309 ) Net loss attributable to noncontrolling interests - - - - - - - (433 ) (433 ) Net income attributable to Providence - - - 7,508 - - - - 7,508 Balance at September 30, 2016 17,313,862 $ 17 $ 299,950 $ 73,408 $ (27,971 ) 3,048,293 $ (108,037 ) $ (830 ) $ 236,537 |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation and Similar Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10 . Stock-Based Compensation and Similar Arrangements The Company provides stock-based compensation to employees and non-employee directors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). Awards issued under this plan include stock option awards, restricted stock awards (“RSAs”), restricted stock units and performance based restricted stock units (“PRSUs”). In addition, the Company has a long-term incentive plan designed to provide long-term performance based awards to certain executive officers of the Company which also falls under the 2006 Plan. On July 27, 2016, the Company’s stockholders approved the adoption of an amended 2006 Plan, which, among other things, increased the number of shares available under the 2006 Plan to 5,400,000 shares. The following table reflects the amount of stock-based compensation for share settled awards recorded in each financial statement line item for the three and nine months ended September 30, 2016 and 2015: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Service expense $ 100 $ 1,665 $ 280 $ 5,038 General and administrative expense 1,135 952 2,858 3,543 Discontinued operations, net of tax 22 146 66 241 Total stock-based compensation $ 1,257 $ 2,763 $ 3,204 $ 8,822 Stock-based compensation, for share-settled awards, includes benefits from forfeitures of stock-based compensation awards. At September 30, 2016, the Company had 368,765 stock options outstanding with a weighted-average exercise price of $33.55. The Company also had 47,309 shares of unvested RSAs outstanding at September 30, 2016 with a weighted-average grant date fair value of $46.90 and 49,208 unvested PRSUs outstanding. The Company also awards stock equivalent unit awards (“SEUs”) and stock option equivalent units that are cash-settled awards and are not included as part of the 2006 Plan. These awards are accounted for as liability awards and are remeasured to fair value as of each reporting date. Changes in fair value are classified as operating expenses. During the three and nine months ended September 30, 2016, respectively, the Company recorded expense of $422 and $305 for stock-based compensation related to these cash settled awards. During the three and nine months ended September 30, 2015, respectively, the Company recorded expense of $37 and $1,798 for stock-based compensation related to these cash settled awards. This benefit and expense is included in “General and administrative expense” in the accompanying condensed consolidated statements of income. At September 30, 2016 the Company had 8,092 SEUs and 200,000 stock option equivalent units outstanding. The Company also provides cash settled long-term incentive plans for key employees of its operating segments which were put into place in the fourth quarter of 2015. For the three and nine months ended September 30, 2016, $1,157 and $3,151, respectively, of expense is included as “Service expense” in the condensed consolidated statements of income related to these plans. |
Note 11 - Earnings Per Share
Note 11 - Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 1 1 . Earnings Per Share The following table details the computation of basic and diluted earnings per share: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to Providence $ 650 $ (5,571 ) $ 7,508 $ 7,299 Less dividends on convertible preferred stock (1,111 ) (1,116 ) (3,309 ) (2,814 ) Less accretion of convertible preferred stock discount - - - (1,071 ) Less income allocated to participating securities (256 ) - (502 ) (400 ) Net income available to common stockholders $ (717 ) $ (6,687 ) $ 3,697 $ 3,014 Continuing operations $ 1,845 $ (5,434 ) $ 2,802 $ (844 ) Discontinued operations (2,562 ) (1,253 ) 895 3,858 $ (717 ) $ (6,687 ) $ 3,697 $ 3,014 Denominator: Denominator for basic earnings per share -- weighted-average shares 14,523,408 16,130,421 14,823,757 16,068,455 Effect of dilutive securities: Common stock options 111,075 - 119,267 - Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,634,483 16,130,421 14,943,024 16,068,455 Basic earnings (loss) per share: Continuing operations $ 0.13 $ (0.33 ) $ 0.19 $ (0.05 ) Discontinued operations (0.18 ) (0.08 ) 0.06 0.24 $ (0.05 ) $ (0.41 ) $ 0.25 $ 0.19 Diluted earnings (loss) per share: Continuing operations $ 0.13 $ (0.33 ) $ 0.19 $ (0.05 ) Discontinued operations (0.18 ) (0.08 ) 0.06 0.24 $ (0.05 ) $ (0.41 ) $ 0.25 $ 0.19 Basic and diluted earnings per share are calculated for both continuing and discontinued operations. The accretion of convertible preferred stock discount in the table above is related to a beneficial conversion feature of the Company’s convertible preferred stock that was fully amortized as of June 30, 2015. Income allocated to participating securities from continuing operations is calculated by allocating a portion of net income attributable to Providence from continuing operations, less dividends on convertible preferred stock and accretion of convertible preferred stock discount, to the convertible preferred stockholders on a pro-rata as converted basis; however, the convertible preferred stockholders are not required to absorb losses. Income allocated to participating securities from discontinued operations is calculated by allocating a portion of net income attributable to Providence from discontinued operations to the convertible preferred stockholders on a pro-rata as converted basis, with no absorption of losses by the convertible preferred stockholders. The following weighted average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Stock options to purchase common stock 33,957 178,008 33,957 601,749 Convertible preferred stock 803,398 805,000 803,457 665,220 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 1 2 . Income Taxes The Company’s effective tax rate from continuing operations for the three and nine months ended September 30, 2016 was 56.4% and 66.5%, respectively. The effective tax rates for these periods exceeded the United States (“US”) federal statutory rate of 35% primarily due to foreign net operating losses (including equity investment losses) for which the future income tax benefit currently cannot be recognized, significant losses in foreign jurisdictions with tax rates lower than the US rate of 35%, state income taxes and certain non-deductible expenses. The Company recognized an income tax provision from continuing operations for the three months ended September 30, 2015 despite having a pretax loss from continuing operations because of significant nondeductible expenses recognized during the three-month period ended September 30, 2015 and the reduction of pretax income from continuing operations resulting from the HA Services and Human Services segments being presented as discontinued operations as of September 30, 2015. The Company’s effective tax rate from continuing operations for the nine months ended September 30, 2015 was 80.4%. The effective tax rate for this period exceeded the US federal statutory rate of 35% primarily due to foreign net operating losses (including equity investment losses) for which the future income tax benefit currently cannot be recognized, state income taxes, and certain non-deductible expenses including stock compensation expense. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 1 3 . Commitments and Contingencies Legal proceedings On June 15, 2015, a putative stockholder class action derivative complaint was filed in the Court of Chancery of the State of Delaware (the “Court”), captioned Haverhill Retirement System v. Kerley et al., C.A. No. 11149-VCL. On October 10, 2016, the Court granted an extension of the stay of the proceeding from November 20, 2016 until January 20, 2017, to allow a special litigation committee, created by the Company’s board of directors, additional time to investigate, review and evaluate the facts, circumstances and claims asserted in or relating to this action and determine the Company’s response thereto. The special litigation committee’s review of the facts is ongoing. For further information regarding this legal proceeding see Note 19, Commitments and Contingencies Commitments and Contingencies Commitments and Contingencies The Company has indemnified the Standby Purchasers from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of (i) any breach of any representation, warranty, covenant or undertaking made by or on behalf of the Company in the Standby Purchase Agreement and (ii) the transactions contemplated by the Standby Purchase Agreement and the 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500, except to the extent that any such losses, claims, damages, expenses and liabilities are attributable to the gross negligence, willful misconduct or fraud of such Standby Purchaser. The Company has also indemnified other third parties from and against any and all losses, claims, damages, expenses and liabilities arising out of or in connection with the Company’s acquisition of CCHN Group Holdings, Inc. (operating under the tradename Matrix, and formerly included in HA Services) in October 2014 and related financing commitments, except to the extent that any such losses, claims, damages, expenses and liabilities are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such third parties, or a material breach of such third parties’ obligations under the related agreements. The Company recorded $791 and $935 of such indemnified legal expenses related to this case during the three and nine months ended September 30, 2016, respectively, which is included in “General and administrative expenses” in the condensed consolidated statements of income. Of these amounts, $360 and $504 for the three and nine months ended September 30, 2016, respectively, were indemnified legal expenses of related parties. The Company recorded $1,283 and $3,090 of insured legal expenses related to this case during the three and nine months ended September 30, 2016, respectively, which is included in “General and administrative expenses” in the condensed consolidated statements of income and has been reduced partially by an insurance receivable. The Company has recognized an insurance receivable of $2,195 and $2,210 in “Other receivables” in the condensed consolidated balance sheets at September 30, 2016 and December 31, 2015, respectively, which is related to reimbursement of legal costs through insurance proceeds related to this legal proceeding. In addition to the matter described above, in the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Providence. We also evaluate other potential contingent matters, including ongoing matters of our acquired companies that arose prior to our date of purchase. Our indemnification agreements or other agreements may not protect us from liability, even where the relevant matter existed prior to our ownership of the acquired companies. As of September 30, 2016, HA Services has certain malpractice claims that arose prior to our date of purchase. We believe it is reasonably possible that a loss has occurred; however, we are not able to reliably estimate the amount of such loss. Although we do not believe that the aggregate amount of liability reasonably possible with respect to these matters would have a material adverse effect on our financial results, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance. Other Indemnifications The Company has provided certain standard indemnifications in connection with the sale of the Human Services segment effective November 1, 2015. All representations and warranties made by the Company in the Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell the Human Services segment survive through the 15th month following the closing date. However, certain representations, including tax representations, survive until the expiration of applicable statutes of limitation, and healthcare representations survive until the third anniversary of the closing date. The Company has received indications from the purchaser of the Human Services segment regarding potential indemnification claims. One potential indemnification claim relates to Rodriguez v. Providence Community Corrections, The outcome of any indemnification claim is uncertain but we believe that a significant portion of the settlement amount will be paid by PCC and/or PCC’s insurance carriers. The Company has established an accrual of $6,000 with respect to an estimate of loss for potential indemnification claims related to our former Human Services segment, which is included in “Discontinued operations, net of tax” in the condensed consolidated statements of income for the three and nine months ended September 30, 2016. It is reasonably possible losses may be incurred in excess of the $6,000 accrued, given the mediation proposal for settlement described above. Litigation is inherently uncertain and the actual losses incurred in the event that the related legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance. The Company has provided certain standard indemnifications in connection with its Matrix stock subscription transaction whereby Mercury Fortuna Buyer, LLC (“Subscriber”), Providence and Matrix entered into a stock subscription agreement (the “Subscription Agreement”), dated August 28, 2016. The representations and warranties made by the Company in the Subscription Agreement survive through the 15th month following the closing date; however, certain fundamental representations survive through the 36th month following the closing date. The covenants and agreements of the parties to be performed prior to the closing survive through the 15th month following the closing date, and all other covenants and agreements survive until the expiration of the applicable statute of limitations in the event of a breach, or for such lesser periods specified therein. The Company is not aware of any indemnification liabilities that require accrual at September 30, 2016. Deferred Compensation Plan The Company has one deferred compensation plan for highly compensated employees of NET Services as of September 30, 2016. The deferred compensation plan is unfunded, and 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 condensed consolidated balance sheets, was $1,440 and $1,247 at September 30, 2016 and December 31, 2015, respectively. |
Note 14 - Transactions with Rel
Note 14 - Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 14 . Transactions with Related Parties The Company incurred legal expenses under an indemnification agreement with the Standby Purchasers as further discussed in Note 13, Commitments and Contingencies |
Note 15 - Discontinued Operatio
Note 15 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 15 . Discontinued Operations Effective October 19, 2016, the Company completed its Matrix stock subscription transaction whereby Subscriber, Providence and Matrix entered into the Subscription Agreement, dated August 28, 2016. On October 19, 2016, the Company, Matrix and Subscriber entered into Amendment No. 1 (the “Amendment”) to the Subscription Agreement. The Amendment, among other things, implemented certain changes to the Subscription Agreement (1) with respect to a new term loan facility entered into by Matrix at the closing, on October 19, 2016, and the subscription for shares contemplated by the Subscription Agreement (the “Closing” and the date on which the Closing occurred, the “Closing Date”), (2) with respect to a representations and warranties insurance policy obtained in connection with the Closing, and (3) to reflect that Subscriber subscribed for a 53.2% equity interest in Matrix and Providence retained a 46.8% equity interest in Matrix. At the Closing, (i) cash consideration of approximately $180,614 was paid by the Subscriber to Matrix based upon an enterprise value of $537,500 and (ii) Matrix borrowed approximately $198,000 pursuant to a credit and guaranty agreement providing for term loans in an aggregate principal amount of $198,000 and revolving loan commitments in an aggregate principal amount not to exceed $10,000, which was not drawn at the Closing. At the Closing, Matrix distributed $381,163 to Providence, in full satisfaction of a promissory note and accumulated interest between Matrix and Providence. Prior to the Closing, Providence made a $5,663 capital contribution to Matrix, as described in the Subscription Agreement, as amended, to fund the near-term cash needs of Matrix. On the day that is fifteen days following the Closing Date, Providence may, to the extent payable pursuant to the terms of the Subscription Agreement, as amended, be entitled to receive from Matrix, or required to pay to Matrix, subsequent working capital adjustment payments. We estimate that Providence is entitled to receive a working capital adjustment payment of $5,172 from Matrix. In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations The Company will have continuing involvement with Matrix through its retention of 46.8% of the equity interests in Matrix. Prior to the Matrix stock subscription transaction, the Company owned 100% of the equity interest in Matrix. Subsequent to the Matrix stock subscription transaction, the Company will account for its investment in Matrix under the equity method of accounting. The Company’s 46.8% share of Matrix’s gains or losses will be recorded as “Equity in net loss (gain) of investees” in its consolidated statements of income. Additionally, on November 1, 2015, the Company completed the sale of the Human Services segment. For further information regarding the sale of the Human Services segment, see Note 22, Discontinued Operations Commitment and Contingences Results of Operations The following table summarizes the results of operations classified as discontinued operations, net of tax, for the three and nine months ended September 30, 2016 and 2015 : Three months ended September 30, 2016 Three months ended September 30, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ - $ 52,557 $ 52,557 $ 84,722 $ 52,882 $ 137,604 Operating expenses: Service expense - 38,703 38,703 77,890 40,134 118,024 General and administrative expense 7,463 1,505 8,968 6,807 804 7,611 Asset impairment charge - - - 1,593 - 1,593 Depreciation and amortization - 5,359 5,359 1,217 7,488 8,705 Total operating expenses 7,463 45,567 53,030 87,507 48,426 135,933 Operating income (loss) (7,463 ) 6,990 (473 ) (2,785 ) 4,456 1,671 Other expenses: Interest expense, net - 2,770 2,770 795 3,293 4,088 Income (loss) from discontinued operations (7,463 ) 4,220 (3,243 ) (3,580 ) 1,163 (2,417 ) Provision (benefit) for income taxes (2,428 ) 1,747 (681 ) (1,789 ) 625 (1,164 ) Discontinued operations, net of tax $ (5,035 ) $ 2,473 $ (2,562 ) $ (1,791 ) $ 538 $ (1,253 ) Nine months ended September 30, 2016 Nine months ended September 30, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ - $ 155,421 $ 155,421 $ 260,701 $ 165,718 $ 426,419 Operating expenses: Service expense - 113,455 113,455 233,710 124,541 358,251 General and administrative expense 7,463 2,823 10,286 17,047 2,086 19,133 Asset impairment charge - - - 1,593 - 1,593 Depreciation and amortization - 21,121 21,121 4,831 21,855 26,686 Total operating expenses 7,463 137,399 144,862 257,181 148,482 405,663 Operating income (loss) (7,463 ) 18,022 10,559 3,520 17,236 20,756 Other expenses: Interest expense, net - 8,204 8,204 2,429 9,964 12,393 Income (loss) from discontinued operations (7,463 ) 9,818 2,355 1,091 7,272 8,363 Provision (benefit) for income taxes (2,428 ) 3,766 1,338 756 3,349 4,105 Discontinued operations, net of tax $ (5,035 ) $ 6,052 $ 1,017 $ 335 $ 3,923 $ 4,258 The Company allocated interest expense to discontinued operations based on the portion of the debt that was required to be paid with the proceeds from the sale of the Human Services segment and the relinquishment of its controlling interest in Matrix, which constituted the HA Services segment. The total allocated interest expense is included in “Interest expense, net” in the table above. The total allocated interest expense for the three and nine months ended September 30, 2016 and 2015 is as follows: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Human Services Segment $ - $ 805 $ - $ 2,461 HA Services Segment 2,772 3,298 8,210 9,977 Total $ 2,772 $ 4,103 $ 8,210 $ 12,438 The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale in the condensed consolidated balance sheet as of September 30, 2016 and December 31, 2015: September 30, December 31, 2016 2015 Cash and cash equivalents $ 10,255 $ 5,014 Accounts receivable, net of allowance of $1,116 in 2016 and $1,208 in 2015 21,425 21,117 Prepaid expenses and other 3,860 3,094 Deferred tax assets 3,978 2,986 Current assets of discontinued operations held for sale $ 39,518 $ 32,211 Property and equipment, net $ 15,651 $ 11,629 Goodwill 210,071 210,071 Intangible assets, net 198,927 216,387 Other assets 3,846 3,313 Non-current assets of discontinued operations held for sale $ 428,495 $ 441,400 Current portion of long-term obligations Accounts payable $ 330 $ 1,988 Accrued expenses 19,576 13,116 Reinsurance liability reserve 697 745 Current liabilities of discontinued operations held for sale $ 20,603 $ 15,849 Other long-term liabilities $ 2,436 $ 2,197 Deferred tax liabilities 79,448 85,071 Non-current liabilities of discontinued operations held for sale $ 81,884 $ 87,268 The reserve for the estimated loss under the indemnifications in connection with the sale of the Human Services segment, as described in Note 13, Commitments and Contingencies Cash Flow Information The following table presents depreciation, amortization and capital expenditures of the discontinued operations for the nine months ended September 30, 2016 and 2015: For the nine months ended September 30, 2016 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ - $ 3,661 $ 3,661 $ 2,376 $ 2,301 $ 4,677 Amortization - 17,460 17,460 2,455 19,554 22,009 Cash flows from discontinued investing activities: Purchase of property and equipment $ - $ 8,020 $ 8,020 $ 2,224 $ 6,102 $ 8,326 |
Note 16 - Segments
Note 16 - Segments | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 16 . Segments In 2016, the Company had three reportable and operating segments: NET Services, HA Services and WD Services. Effective October 19, 2016, pursuant to the Subscription Agreement, as amended, the Company no longer owns a controlling interest in Matrix, which constituted the HA Services segment as further discussed in Note 15, Discontinued Operations Segment results are based on how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. The operating results of the segments include revenue and expenses incurred by the segment, as well as an allocation of direct expenses incurred by Corporate on behalf of the segment. Indirect expenses, including unallocated corporate functions and expenses, such as executive, accounting, finance, human resources, information technology and legal, as well as the results of our captive insurance company (the “Captive”) and elimination entries recorded in consolidation are reflected in Corporate and Other. The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the three and nine months ended September 30, 2016 and 2015. Three months ended September 30, 2016 NET Services WD Services Corporate and Other Total Service revenue, net $ 317,521 $ 94,960 $ 31 $ 412,512 Service expense 294,160 84,051 518 378,729 General and administrative expense 2,860 6,780 7,680 17,320 Depreciation and amortization 3,051 3,497 122 6,670 Operating income (loss) $ 17,450 $ 632 $ (8,289 ) $ 9,793 Equity in net loss of investees $ - $ 1,517 $ - $ 1,517 Three months ended September 30, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 277,130 $ 102,547 $ (109 ) $ 379,568 Service expense 257,518 95,773 (2,708 ) 350,583 General and administrative expense 2,908 8,260 9,353 20,521 Depreciation and amortization 2,389 3,441 52 5,882 Operating income (loss) $ 14,315 $ (4,927 ) $ (6,806 ) $ 2,582 Equity in net loss of investees $ - $ 4,465 $ - $ 4,465 Nine months ended September 30, 2016 NET Services WD Services Corporate and Other Total Service revenue, net $ 917,661 $ 275,293 $ (24 ) $ 1,192,930 Service expense 846,815 247,797 903 1,095,515 General and administrative expense 8,483 23,236 20,829 52,548 Depreciation and amortization 8,858 10,912 288 20,058 Operating income (loss) $ 53,505 $ (6,652 ) $ (22,044 ) $ 24,809 Equity in net loss of investees $ - $ 5,693 $ - $ 5,693 Nine months ended September 30, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 802,580 $ 302,340 $ (121 ) $ 1,104,799 Service expense 733,696 273,312 (2,679 ) 1,004,329 General and administrative expense 7,959 23,469 25,570 56,998 Depreciation and amortization 6,995 10,089 675 17,759 Operating income (loss) $ 53,930 $ (4,530 ) $ (23,687 ) $ 25,713 Equity in net loss of investees $ - $ 8,008 $ - $ 8,008 Equity in net loss of investees relates to investments in Mission Providence and Ingeus S.L. The amounts do not include Matrix, as the results are presented as discontinued operations. However, commencing October 20, 2016, Matrix also will be included in “Equity in net loss of investees”. Geographic Information Domestic service revenue, net, totaled 78.0% and 73.8% of service revenue, net for the nine months ended September 30, 2016 and 2015, respectively. Foreign service revenue, net, totaled 22.0% and 26.2% of service revenue, net for the nine months ended September 30, 2016 and 2015, respectively. At September 30, 2016, $117,017 of the Company’s net assets from continuing operations were located in countries outside of the US. At December 31, 2015, $108,587 of the Company’s net assets from continuing operations were located in countries outside of the US. |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 17 . Subsequent Events Matrix stock subscription transaction Effective October 19, 2016, the Company completed the Matrix stock subscription transaction. See Note 15, Discontinued Operations . Long-term Obligations . Stock repurchase program On October 26, 2016, the Company’s Board of Directors authorized the Company to engage in a common stock repurchase program to repurchase up to $100,000 in aggregate value of the Company’s common stock during the twelve-month period following October 26, 2016. Purchases under the common stock repurchase program may be made from time-to-time through a combination of open market repurchases (including Rule 10b5-1 plans), privately negotiated transactions, and accelerated share repurchase transactions, at the discretion of the Company’s officers, and as permitted by securities laws, covenants under existing bank agreements, and other legal requirements. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed, and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. During the quarter ended September 30, 2016, the HA Services segment met the criteria for held for sale classification due to the execution on August 28, 2016 of a stock subscription agreement by the Company pursuant to which a third-party subscribed for an equity interest in Matrix. Therefore, the HA Services segment is presented as a discontinued operation in accordance with GAAP. The assets and liabilities of the HA Services segment are classified as held for sale in the condensed consolidated balance sheets for all periods presented. Additionally, the operating results of this segment, along with certain expenses associated with the Human Services segment sold on November 1, 2015, are reported as discontinued operations, net of tax, in the condensed consolidated statements of income for all periods presented. See Note 15, Discontinued Operations. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and disclosures required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company holds investments that are accounted for using the equity method. The Company does not control the decision making process or business management practices of these affiliates. Accordingly, the Company relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, the Company relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s condensed consolidated financial statements. |
Reclassification, Policy [Policy Text Block] | Reclassifications We have reclassified certain amounts relating to our prior period results to conform to our current period presentation. Effective January 1, 2016, the Company adopted Accounting Standards Update (“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) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Other Assets Accrued Expenses Maximum Exposure to Loss September 30, 2016 $ 7,157 $ 1,590 $ 7,157 December 31, 2015 $ 9,324 $ 4,654 $ 9,324 |
Income statement and Balance sheet Disclosure [Table Text Block] | September 30, 2016 December 31, 2015 Current assets $ 8,905 $ 7,789 Long-term assets 19,664 8,869 Current liabilities 19,857 10,488 Long-term liabilities - - Three months ended September 30, 2016 2015 Revenue $ 9,339 $ 4,162 Operating loss (2,272 ) (4,812 ) Net loss (1,422 ) (3,250 ) Nine months ended September 30, 2016 2015 Revenue $ 26,432 $ 4,162 Operating loss (8,795 ) (11,339 ) Net loss (5,718 ) (7,812 ) |
Note 4 - Prepaid Expenses and26
Note 4 - Prepaid Expenses and Other (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | September 30, December 31, 2016 2015 Prepaid income taxes $ 5,136 $ 1,607 Escrow funds 10,000 - Prepaid insurance 6,251 2,971 Prepaid taxes and licenses 4,736 4,895 Prepaid rent 2,004 2,235 Deposits held for leased premises and bonds 2,763 2,574 Other 10,355 13,342 Total prepaid expenses and other $ 41,245 $ 27,624 |
Note 5 - Accrued Expenses (Tabl
Note 5 - Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2016 2015 Accrued compensation $ 22,303 $ 20,523 NET Services accrued contract payments 30,438 26,669 Income taxes payable 3,798 24,200 Other 46,929 46,044 Total accrued expenses $ 103,468 $ 117,436 |
Note 6 - Restructuring and Re28
Note 6 - Restructuring and Related Reorganization Costs (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | December 31, 2015 Costs Incurred Cash Payments Foreign Exchange Rate Adjustments September 30, 2016 Charges related to new offender rehabilitation program $ 6,538 $ 4,204 $ (6,075 ) $ (906 ) $ 3,761 Charges related to UK restructuring 2,059 537 (2,379 ) (103 ) 114 Total $ 8,597 $ 4,741 $ (8,454 ) $ (1,009 ) $ 3,875 |
Note 7 - Long-term Obligations
Note 7 - Long-term Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, December 31, 2016 2015 $240,000 revolving loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.27% at September 30, 2016) with interest payable at least once every three months through August 2018 $ 63,200 $ 19,700 $250,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.38% at September 30, 2016), with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, through August 2018 212,500 231,250 $60,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.38% at September 30, 2016), with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018 49,500 54,000 325,200 304,950 Unamortized discount on debt (2,302 ) (4,879 ) 322,898 300,071 Less current portion 322,898 31,375 Total long-term obligations, less current portion $ - $ 268,696 |
Note 8 - Convertible Preferre30
Note 8 - Convertible Preferred Stock, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Temporary Equity [Table Text Block] | Dollar Value Share Count Balance at December 31, 2015 $ 77,576 803,518 Conversion to common stock (12 ) (120 ) Allocation of issuance costs 1 - Balance at September 30, 2016 $ 77,565 803,398 |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Stockholders Equity [Table Text Block] | Accumulated Additional Other Non- Common Stock Paid-In Retained Comprehensive Treasury Stock controlling Shares Amount Capital Earnings Loss Shares Amount Interest Total Balance at December 31, 2015 17,186,780 $ 17 $ 293,012 $ 69,209 $ (16,831 ) 1,895,998 $ (54,823 ) $ (452 ) $ 290,132 Stock-based compensation - - 3,204 - - - - - 3,204 Exercise of employee stock options, including net tax shortfall of $377 105,121 - 3,722 - - - - - 3,722 Restricted stock issued 21,661 - - - - 2,420 (118 ) - (118 ) Stock repurchase plan - - - - - 1,149,875 (53,096 ) - (53,096 ) Conversion of convertible preferred stock to common stock 300 - 12 - - - - - 12 Foreign currency translation adjustments, net of tax - - - - (11,140 ) - - 55 (11,085 ) Convertible preferred stock dividends - - - (3,309 ) - - - - (3,309 ) Net loss attributable to noncontrolling interests - - - - - - - (433 ) (433 ) Net income attributable to Providence - - - 7,508 - - - - 7,508 Balance at September 30, 2016 17,313,862 $ 17 $ 299,950 $ 73,408 $ (27,971 ) 3,048,293 $ (108,037 ) $ (830 ) $ 236,537 |
Note 10 - Stock-based Compens32
Note 10 - Stock-based Compensation and Similar Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Disclosure of Stock-based Compensation by Line Item [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Service expense $ 100 $ 1,665 $ 280 $ 5,038 General and administrative expense 1,135 952 2,858 3,543 Discontinued operations, net of tax 22 146 66 241 Total stock-based compensation $ 1,257 $ 2,763 $ 3,204 $ 8,822 |
Note 11 - Earnings Per Share (T
Note 11 - Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to Providence $ 650 $ (5,571 ) $ 7,508 $ 7,299 Less dividends on convertible preferred stock (1,111 ) (1,116 ) (3,309 ) (2,814 ) Less accretion of convertible preferred stock discount - - - (1,071 ) Less income allocated to participating securities (256 ) - (502 ) (400 ) Net income available to common stockholders $ (717 ) $ (6,687 ) $ 3,697 $ 3,014 Continuing operations $ 1,845 $ (5,434 ) $ 2,802 $ (844 ) Discontinued operations (2,562 ) (1,253 ) 895 3,858 $ (717 ) $ (6,687 ) $ 3,697 $ 3,014 Denominator: Denominator for basic earnings per share -- weighted-average shares 14,523,408 16,130,421 14,823,757 16,068,455 Effect of dilutive securities: Common stock options 111,075 - 119,267 - Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,634,483 16,130,421 14,943,024 16,068,455 Basic earnings (loss) per share: Continuing operations $ 0.13 $ (0.33 ) $ 0.19 $ (0.05 ) Discontinued operations (0.18 ) (0.08 ) 0.06 0.24 $ (0.05 ) $ (0.41 ) $ 0.25 $ 0.19 Diluted earnings (loss) per share: Continuing operations $ 0.13 $ (0.33 ) $ 0.19 $ (0.05 ) Discontinued operations (0.18 ) (0.08 ) 0.06 0.24 $ (0.05 ) $ (0.41 ) $ 0.25 $ 0.19 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Stock options to purchase common stock 33,957 178,008 33,957 601,749 Convertible preferred stock 803,398 805,000 803,457 665,220 |
Note 15 - Discontinued Operat34
Note 15 - Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations, Income Statement [Table Text Block] | Three months ended September 30, 2016 Three months ended September 30, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ - $ 52,557 $ 52,557 $ 84,722 $ 52,882 $ 137,604 Operating expenses: Service expense - 38,703 38,703 77,890 40,134 118,024 General and administrative expense 7,463 1,505 8,968 6,807 804 7,611 Asset impairment charge - - - 1,593 - 1,593 Depreciation and amortization - 5,359 5,359 1,217 7,488 8,705 Total operating expenses 7,463 45,567 53,030 87,507 48,426 135,933 Operating income (loss) (7,463 ) 6,990 (473 ) (2,785 ) 4,456 1,671 Other expenses: Interest expense, net - 2,770 2,770 795 3,293 4,088 Income (loss) from discontinued operations (7,463 ) 4,220 (3,243 ) (3,580 ) 1,163 (2,417 ) Provision (benefit) for income taxes (2,428 ) 1,747 (681 ) (1,789 ) 625 (1,164 ) Discontinued operations, net of tax $ (5,035 ) $ 2,473 $ (2,562 ) $ (1,791 ) $ 538 $ (1,253 ) Nine months ended September 30, 2016 Nine months ended September 30, 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Service revenue, net $ - $ 155,421 $ 155,421 $ 260,701 $ 165,718 $ 426,419 Operating expenses: Service expense - 113,455 113,455 233,710 124,541 358,251 General and administrative expense 7,463 2,823 10,286 17,047 2,086 19,133 Asset impairment charge - - - 1,593 - 1,593 Depreciation and amortization - 21,121 21,121 4,831 21,855 26,686 Total operating expenses 7,463 137,399 144,862 257,181 148,482 405,663 Operating income (loss) (7,463 ) 18,022 10,559 3,520 17,236 20,756 Other expenses: Interest expense, net - 8,204 8,204 2,429 9,964 12,393 Income (loss) from discontinued operations (7,463 ) 9,818 2,355 1,091 7,272 8,363 Provision (benefit) for income taxes (2,428 ) 3,766 1,338 756 3,349 4,105 Discontinued operations, net of tax $ (5,035 ) $ 6,052 $ 1,017 $ 335 $ 3,923 $ 4,258 |
Disposal Groups, Including Discontinued Operations, Interest Expense [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Human Services Segment $ - $ 805 $ - $ 2,461 HA Services Segment 2,772 3,298 8,210 9,977 Total $ 2,772 $ 4,103 $ 8,210 $ 12,438 |
Disposal Groups, Including Discontinued Operations, Balance Sheet [Table Text Block] | September 30, December 31, 2016 2015 Cash and cash equivalents $ 10,255 $ 5,014 Accounts receivable, net of allowance of $1,116 in 2016 and $1,208 in 2015 21,425 21,117 Prepaid expenses and other 3,860 3,094 Deferred tax assets 3,978 2,986 Current assets of discontinued operations held for sale $ 39,518 $ 32,211 Property and equipment, net $ 15,651 $ 11,629 Goodwill 210,071 210,071 Intangible assets, net 198,927 216,387 Other assets 3,846 3,313 Non-current assets of discontinued operations held for sale $ 428,495 $ 441,400 Current portion of long-term obligations Accounts payable $ 330 $ 1,988 Accrued expenses 19,576 13,116 Reinsurance liability reserve 697 745 Current liabilities of discontinued operations held for sale $ 20,603 $ 15,849 Other long-term liabilities $ 2,436 $ 2,197 Deferred tax liabilities 79,448 85,071 Non-current liabilities of discontinued operations held for sale $ 81,884 $ 87,268 |
Disposal Groups, Including Discontinued Operations, Cash Flow Statement [Table Text Block] | For the nine months ended September 30, 2016 2015 Human Services Segment HA Services Segment Total Discontinued Operations Human Services Segment HA Services Segment Total Discontinued Operations Cash flows from discontinued operating activities: Depreciation $ - $ 3,661 $ 3,661 $ 2,376 $ 2,301 $ 4,677 Amortization - 17,460 17,460 2,455 19,554 22,009 Cash flows from discontinued investing activities: Purchase of property and equipment $ - $ 8,020 $ 8,020 $ 2,224 $ 6,102 $ 8,326 |
Note 16 - Segments (Tables)
Note 16 - Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three months ended September 30, 2016 NET Services WD Services Corporate and Other Total Service revenue, net $ 317,521 $ 94,960 $ 31 $ 412,512 Service expense 294,160 84,051 518 378,729 General and administrative expense 2,860 6,780 7,680 17,320 Depreciation and amortization 3,051 3,497 122 6,670 Operating income (loss) $ 17,450 $ 632 $ (8,289 ) $ 9,793 Equity in net loss of investees $ - $ 1,517 $ - $ 1,517 Three months ended September 30, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 277,130 $ 102,547 $ (109 ) $ 379,568 Service expense 257,518 95,773 (2,708 ) 350,583 General and administrative expense 2,908 8,260 9,353 20,521 Depreciation and amortization 2,389 3,441 52 5,882 Operating income (loss) $ 14,315 $ (4,927 ) $ (6,806 ) $ 2,582 Equity in net loss of investees $ - $ 4,465 $ - $ 4,465 Nine months ended September 30, 2016 NET Services WD Services Corporate and Other Total Service revenue, net $ 917,661 $ 275,293 $ (24 ) $ 1,192,930 Service expense 846,815 247,797 903 1,095,515 General and administrative expense 8,483 23,236 20,829 52,548 Depreciation and amortization 8,858 10,912 288 20,058 Operating income (loss) $ 53,505 $ (6,652 ) $ (22,044 ) $ 24,809 Equity in net loss of investees $ - $ 5,693 $ - $ 5,693 Nine months ended September 30, 2015 NET Services WD Services Corporate and Other Total Service revenue, net $ 802,580 $ 302,340 $ (121 ) $ 1,104,799 Service expense 733,696 273,312 (2,679 ) 1,004,329 General and administrative expense 7,959 23,469 25,570 56,998 Depreciation and amortization 6,995 10,089 675 17,759 Operating income (loss) $ 53,930 $ (4,530 ) $ (23,687 ) $ 25,713 Equity in net loss of investees $ - $ 8,008 $ - $ 8,008 |
Note 1 - Organization and Bas36
Note 1 - Organization and Basis of Presentation (Details Textual) | Oct. 19, 2016 | Sep. 30, 2016 | Oct. 18, 2016 |
Matrix [Member] | Subsequent Event [Member] | |||
Interest in Subsidiary Subscribed for by Third Party | 53.20% | ||
Subsequent Event [Member] | Matrix [Member] | |||
Equity Method Investment, Ownership Percentage | 46.80% | 100.00% | |
Number of Operating Segments | 3 |
Note 2 - Accounting Changes a37
Note 2 - Accounting Changes and Recent Accounting Pronouncements (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Reclassification from “Other Assets” to “Long-term Obligations, Less Current Portion [Member] | December 31,2015 [Member] | ||
Prior Period Reclassification Adjustment | $ 3,774 | |
Current Portion of Long-term Obligations [Member] | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 2,302 | |
Other Noncurrent Liabilities [Member] | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 1,050 | |
Long-term Obligations, Less Current Portion [Member] | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 4,879 | |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 2,302 | $ 4,879 |
Note 3 - Equity Investment (Det
Note 3 - Equity Investment (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Mission Providence [Member] | ||
Equity Method Investment, Ownership Percentage | 60.00% | |
Joint Venture, Rights to Cash or Profit Distributions, Percentage | 75.00% | |
Payments to Acquire Equity Method Investments | $ 6,381 | |
Payments to Acquire Equity Method Investments | $ 6,381 | $ 13,785 |
Note 3 - Equity Investment - Ca
Note 3 - Equity Investment - Carrying Amounts of Assets and Liabilities and Maximum Loss Exposure (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Mission Providence [Member] | Other Assets [Member] | ||
Other Assets | $ 7,157 | $ 9,324 |
Mission Providence [Member] | Accrued Expenses [Member] | ||
Accrued Expenses | 1,590 | 4,654 |
Maximum Exposure to Loss | $ 7,157 | $ 9,324 |
Note 3 - Equity Investment - Su
Note 3 - Equity Investment - Summary of Financial Information for Mission Providence (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Mission Providence [Member] | |||||
Current assets | $ 8,905 | $ 8,905 | $ 7,789 | ||
Long-term assets | 19,664 | 19,664 | 8,869 | ||
Current liabilities | 19,857 | 19,857 | 10,488 | ||
Long-term liabilities | |||||
Revenue | 9,339 | $ 4,162 | 26,432 | $ 4,162 | |
Operating loss | (2,272) | (4,812) | (8,795) | (11,339) | |
Net loss | (1,422) | (3,250) | (5,718) | (7,812) | |
Current assets | 323,035 | 323,035 | 319,724 | ||
Current liabilities | 593,802 | 593,802 | $ 295,272 | ||
Revenue | 412,512 | 379,568 | 1,192,930 | 1,104,799 | |
Operating loss | 9,793 | 2,582 | 24,809 | 25,713 | |
Net loss | $ 650 | $ (5,571) | $ 7,508 | $ 7,299 |
Note 4 - Prepaid Expenses and41
Note 4 - Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Prepaid income taxes | $ 5,136 | $ 1,607 |
Escrow funds | 10,000 | |
Prepaid insurance | 6,251 | 2,971 |
Prepaid taxes and licenses | 4,736 | 4,895 |
Prepaid rent | 2,004 | 2,235 |
Deposits held for leased premises and bonds | 2,763 | 2,574 |
Other | 10,355 | 13,342 |
Total prepaid expenses and other | $ 41,245 | $ 27,624 |
Note 5 - Accrued Expenses - Sum
Note 5 - Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued compensation | $ 22,303 | $ 20,523 |
NET Services accrued contract payments | 30,438 | 26,669 |
Income taxes payable | 3,798 | 24,200 |
Other | 46,929 | 46,044 |
Total accrued expenses | $ 103,468 | $ 117,436 |
Note 6 - Restructuring and Re43
Note 6 - Restructuring and Related Reorganization Costs (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Employee Severance [Member] | WD Services [Member] | Ingeus Acquisition [Member] | Accrued Expenses [Member] | ||
Restructuring Costs | $ 3,875 | $ 8,597 |
Employee Severance [Member] | WD Services [Member] | Ingeus Acquisition [Member] | ||
Number of Severance Plans | 2 | |
Severance Costs | $ 4,741 | |
Severance Costs | $ 4,741 |
Note 6 - Restructuring and Re44
Note 6 - Restructuring and Related Reorganization Costs - Summary of Severance and Related Charges (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
TR Contract Restructuring [Member] | |
Balance | $ 6,538 |
Costs Incurred | 4,204 |
Cash Payments | (6,075) |
Foreign Exchange Rate Adjustments | (906) |
Balance | 3,761 |
IUK Restructuring [Member] | |
Balance | 2,059 |
Costs Incurred | 537 |
Cash Payments | (2,379) |
Foreign Exchange Rate Adjustments | (103) |
Balance | 114 |
Balance | 8,597 |
Costs Incurred | 4,741 |
Cash Payments | (8,454) |
Foreign Exchange Rate Adjustments | (1,009) |
Balance | $ 3,875 |
Note 7 - Long-term Obligation45
Note 7 - Long-term Obligations (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2016 | Aug. 28, 2016 | Dec. 31, 2015 |
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Long-term Debt, Fair Value | $ 308,892 | ||
Technology Equipment [Member] | Accrued Liabilities [Member] | |||
Capital Lease Obligations, Noncurrent | $ 359 | ||
Technology Equipment [Member] | Other Noncurrent Liabilities [Member] | |||
Capital Lease Obligations, Noncurrent | 450 | ||
Technology Equipment [Member] | |||
Capital Leases, Minimum Monthly Payment | 24 | ||
Capital Lease Obligations, Noncurrent | $ 809 |
Note 7 - Long-term Obligation46
Note 7 - Long-term Obligations - Summary of Long-term Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revolving Credit Facility [Member] | ||
Line of credit | $ 63,200 | $ 19,700 |
Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Long-term debt | 212,500 | 231,250 |
Term Loan [Member] | ||
Long-term debt | 49,500 | 54,000 |
Long-term debt | 325,200 | 304,950 |
Unamortized discount on debt | (2,302) | (4,879) |
Debt | 322,898 | 300,071 |
Less current portion | 322,898 | 31,375 |
Total long-term obligations, less current portion | $ 268,696 |
Note 7 - Long-term Obligation47
Note 7 - Long-term Obligations - Summary of Long-term Obligations (Details) (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Revolving Credit Facility [Member] | ||
Face amount | $ 240 | $ 240 |
Debt Instrument, Effective Rate | 3.27% | |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | ||
Basis spread on variable rate | 2.25% | 2.25% |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | ||
Basis spread on variable rate | 3.25% | 3.25% |
Credit Facility, Second Amendment, Term Loan Tranche [Member] | ||
Face amount | $ 250 | $ 250 |
Debt Instrument, Effective Rate | 3.38% | |
Term Loan [Member] | ||
Face amount | $ 60 | $ 60 |
Debt Instrument, Effective Rate | 3.38% |
Note 8 - Convertible Preferre48
Note 8 - Convertible Preferred Stock, Net (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 12, 2015 | Feb. 11, 2015 | Feb. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Non-Standby Purchasers [Member] | Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Shares Issued | 130,884 | |||||
The Standby Purchasers [Member] | Convertible Preferred Stock [Member] | ||||||
Rights Offering, Right to Purchase Preferred Stock, Price Per Share | $ 105 | $ 100 | ||||
Temporary Equity, Shares Issued | 150,000 | 524,116 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 15,750 | |||||
Convertible Preferred Stock [Member] | Cash Dividends [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 5.50% | 5.50% | 8.50% | |||
Convertible Preferred Stock [Member] | Paid-in-kind Dividends [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 8.50% | |||||
Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Shares Issued | 803,398 | 803,518 | ||||
Conversion of Stock, Shares Converted | 1,602 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,015 | |||||
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | $ 3,309 | $ 2,814 | ||||
Temporary Equity, Shares Outstanding | 803,398 | 803,518 | ||||
Common Stock [Member] | ||||||
Treasury Stock, Value, Acquired, Cost Method | ||||||
Preferred Stock, Conversion Rate per Share of Common Stock | $ 2.51 | |||||
Temporary Equity, Shares Outstanding | 803,398 | |||||
Convertible Preferred Stock Shares Issuable Upon Conversion | 2,014,538 | |||||
Convertible Preferred Stock, Pro Rata Share | $ 65,500 | |||||
Rights Offering, Right to Purchase Preferred Stock, Price Per Share | $ 100 | |||||
Conversion Price | $ 39.88 | |||||
Registered Rights Offering, Convertible Preferred Stock, Value | $ 65,500 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 53,096 | |||||
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | $ 3,309 | $ 2,814 |
Note 8 - Convertible Preferre49
Note 8 - Convertible Preferred Stock, Net - Summary of Convertible Preferred Stock Activity (Details) - Contingent Convertible Preferred Stock [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Balance | $ 77,576 |
Balance (in shares) | shares | 803,518 |
Conversion to common stock | $ (12) |
Conversion to common stock (in shares) | shares | (120) |
Allocation of issuance costs | $ 1 |
Balance | $ 77,565 |
Balance (in shares) | shares | 803,398 |
Note 9 - Stockholders' Equity -
Note 9 - Stockholders' Equity - Changes In Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Common Stock [Member] | ||||
Balance (in shares) | 17,186,780 | |||
Balance | $ 17 | |||
Stock-based compensation | ||||
Exercise of employee stock options, including net tax shortfall of $377 (in shares) | 105,121 | |||
Exercise of employee stock options, including net tax shortfall of $377 | ||||
Restricted stock issued (in shares) | 21,661 | |||
Restricted stock issued | ||||
Stock repurchase plan (in shares) | ||||
Stock repurchase plan | ||||
Conversion of convertible preferred stock to common stock (in shares) | 300 | |||
Conversion of convertible preferred stock to common stock | ||||
Foreign currency translation adjustments, net of tax | ||||
Convertible preferred stock dividends | ||||
Net loss attributable to noncontrolling interests | ||||
Net income (loss) attributable to Providence | ||||
Balance (in shares) | 17,313,862 | 17,313,862 | ||
Balance | $ 17 | $ 17 | ||
Additional Paid-in Capital [Member] | ||||
Balance | 293,012 | |||
Stock-based compensation | 3,204 | |||
Exercise of employee stock options, including net tax shortfall of $377 | 3,722 | |||
Restricted stock issued | ||||
Stock repurchase plan | ||||
Conversion of convertible preferred stock to common stock | 12 | |||
Foreign currency translation adjustments, net of tax | ||||
Convertible preferred stock dividends | ||||
Net loss attributable to noncontrolling interests | ||||
Net income (loss) attributable to Providence | ||||
Balance | 299,950 | 299,950 | ||
Retained Earnings [Member] | ||||
Balance | 69,209 | |||
Stock-based compensation | ||||
Exercise of employee stock options, including net tax shortfall of $377 | ||||
Restricted stock issued | ||||
Stock repurchase plan | ||||
Conversion of convertible preferred stock to common stock | ||||
Foreign currency translation adjustments, net of tax | ||||
Convertible preferred stock dividends | (3,309) | |||
Net loss attributable to noncontrolling interests | ||||
Net income (loss) attributable to Providence | 7,508 | |||
Balance | 73,408 | 73,408 | ||
AOCI Attributable to Parent [Member] | ||||
Balance | (16,831) | |||
Stock-based compensation | ||||
Exercise of employee stock options, including net tax shortfall of $377 | ||||
Restricted stock issued | ||||
Stock repurchase plan | ||||
Conversion of convertible preferred stock to common stock | ||||
Foreign currency translation adjustments, net of tax | (11,140) | |||
Convertible preferred stock dividends | ||||
Net loss attributable to noncontrolling interests | ||||
Net income (loss) attributable to Providence | ||||
Balance | $ (27,971) | $ (27,971) | ||
Treasury Stock [Member] | ||||
Balance (in shares) | 1,895,998 | |||
Balance | $ (54,823) | |||
Stock-based compensation | ||||
Exercise of employee stock options, including net tax shortfall of $377 (in shares) | ||||
Exercise of employee stock options, including net tax shortfall of $377 | ||||
Restricted stock issued (in shares) | 2,420 | |||
Restricted stock issued | $ (118) | |||
Stock repurchase plan (in shares) | 1,149,875 | |||
Stock repurchase plan | $ (53,096) | |||
Conversion of convertible preferred stock to common stock (in shares) | ||||
Conversion of convertible preferred stock to common stock | ||||
Foreign currency translation adjustments, net of tax | ||||
Convertible preferred stock dividends | ||||
Net loss attributable to noncontrolling interests | ||||
Net income (loss) attributable to Providence | ||||
Balance (in shares) | 3,048,293 | 3,048,293 | ||
Balance | $ (108,037) | $ (108,037) | ||
Noncontrolling Interest [Member] | ||||
Balance | (452) | |||
Stock-based compensation | ||||
Exercise of employee stock options, including net tax shortfall of $377 | ||||
Restricted stock issued | ||||
Stock repurchase plan | ||||
Conversion of convertible preferred stock to common stock | ||||
Foreign currency translation adjustments, net of tax | 55 | |||
Convertible preferred stock dividends | ||||
Net loss attributable to noncontrolling interests | (433) | |||
Net income (loss) attributable to Providence | ||||
Balance | (830) | (830) | ||
Balance | 290,132 | |||
Stock-based compensation | 3,204 | |||
Exercise of employee stock options, including net tax shortfall of $377 | 3,722 | |||
Restricted stock issued | (118) | |||
Stock repurchase plan | (53,096) | |||
Conversion of convertible preferred stock to common stock | 12 | |||
Foreign currency translation adjustments, net of tax | (11,085) | |||
Convertible preferred stock dividends | (3,309) | |||
Net loss attributable to noncontrolling interests | 301 | $ 161 | (433) | $ 114 |
Net income (loss) attributable to Providence | 650 | $ (5,571) | 7,508 | $ 7,299 |
Balance | $ 236,537 | $ 236,537 |
Note 9 - Stockholders' Equity51
Note 9 - Stockholders' Equity - Changes In Stockholders' Equity (Details) (Parentheticals) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Additional Paid-in Capital [Member] | |
Exercise of employee stock options, net tax shortfal | $ 377 |
Note 10 - Stock-based Compens52
Note 10 - Stock-based Compensation and Similar Arrangements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 27, 2016 | |
Long Term Incentive Plan 2006 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,400,000 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 47,309 | 47,309 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 46.90 | $ 46.90 | |||
Performance Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 49,208 | 49,208 | |||
Stock Equivalent Unit Awards and Stock Option Equivalent Units [Member] | General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 422 | $ 37 | $ 305 | $ 1,798 | |
Long Term Incentive Plan 2006 [Member] | Service Expense [Member] | |||||
Allocated Cash-based Compensation Expense | 1,157 | 3,151 | |||
General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | 1,135 | 952 | 2,858 | 3,543 | |
Service Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 100 | 1,665 | $ 280 | 5,038 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 368,765 | 368,765 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 33.55 | $ 33.55 | |||
Allocated Share-based Compensation Expense | $ 1,257 | $ 2,763 | $ 3,204 | $ 8,822 | |
Stock Equivalent Units Outstanding | 8,092 | 8,092 | |||
Stock Option Equivalent Units Outstanding | 200,000 | 200,000 |
Note 10 - Stock-based Compens53
Note 10 - Stock-based Compensation and Similiar Arrangements - Stock-based Compensation Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Service Expense [Member] | ||||
Stock-based compensation | $ 100 | $ 1,665 | $ 280 | $ 5,038 |
General and Administrative Expense [Member] | ||||
Stock-based compensation | 1,135 | 952 | 2,858 | 3,543 |
Discontinued Operations, Net of Tax [Member] | ||||
Stock-based compensation | 22 | 146 | 66 | 241 |
Stock-based compensation | $ 1,257 | $ 2,763 | $ 3,204 | $ 8,822 |
Note 11 - Earnings Per Share -
Note 11 - Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Continuing Operations [Member] | ||||
Numerator: | ||||
Net income available to common stockholders | $ 1,845 | $ (5,434) | $ 2,802 | $ (844) |
Operations | 1,845 | (5,434) | 2,802 | (844) |
Discontinued Operations [Member] | ||||
Numerator: | ||||
Net income available to common stockholders | (2,562) | (1,253) | 895 | 3,858 |
Operations | $ (2,562) | $ (1,253) | $ 895 | $ 3,858 |
Employee Stock Option [Member] | ||||
Effect of dilutive securities: | ||||
Common stock options (in shares) | 111,075 | 119,267 | ||
Net income (loss) attributable to Providence | $ 650 | $ (5,571) | $ 7,508 | $ 7,299 |
Less dividends on convertible preferred stock | (1,111) | (1,116) | (3,309) | (2,814) |
Less accretion of convertible preferred stock discount | (1,071) | |||
Less income allocated to participating securities | (256) | (502) | (400) | |
Net income available to common stockholders | (717) | (6,687) | 3,697 | 3,014 |
Operations | $ (717) | $ (6,687) | $ 3,697 | $ 3,014 |
Denominator for basic earnings per share -- weighted-average shares (in shares) | 14,523,408 | 16,130,421 | 14,823,757 | 16,068,455 |
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 14,634,483 | 16,130,421 | 14,943,024 | 16,068,455 |
Continuing operations (in dollars per share) | $ 0.13 | $ (0.33) | $ 0.19 | $ (0.05) |
Discontinued operations (in dollars per share) | (0.18) | (0.08) | 0.06 | 0.24 |
(in dollars per share) | (0.05) | (0.41) | 0.25 | 0.19 |
Diluted earnings (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.13 | (0.33) | 0.19 | (0.05) |
Discontinued operations (in dollars per share) | (0.18) | (0.08) | 0.06 | 0.24 |
(in dollars per share) | $ (0.05) | $ (0.41) | $ 0.25 | $ 0.19 |
Note 11 - Earnings Per Share 55
Note 11 - Earnings Per Share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Stock Option [Member] | ||||
Antidilutive securities (in shares) | 33,957 | 178,008 | 33,957 | 601,749 |
Antidilutive Securities, Convertible Preferred Stock [Member] | ||||
Antidilutive securities (in shares) | 803,398 | 805,000 | 803,457 | 665,220 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Percent | 56.40% | 66.50% | 80.40% |
Note 13 - Commitments and Con57
Note 13 - Commitments and Contingencies (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Indemnification Agreement [Member] | Discontinued Operations, Net of Tax [Member] | Human Services [Member] | ||||
Loss Contingency Accrual, Provision | $ 6,000 | $ 6,000 | ||
Indemnification Agreement [Member] | Human Services [Member] | Rodriguez v. Providence Community Corrections [Member] | ||||
Litigation Settlement, Amount | $ (14,000) | |||
General and Administrative Expense [Member] | Haverhill Litigation [Member] | ||||
Indemnified Legal Expense | 791 | 935 | ||
Insured Legal Expense | $ 1,283 | $ 3,090 | ||
Coliseum Capital Management, LLC [Member] | Unsecured Subordinated Note Issued to Coliseum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | 14.00% | 14.00% | |
Debt Instrument, Face Amount | $ 65,500 | $ 65,500 | $ 65,500 | |
Haverhill Litigation [Member] | Other Receivables [Member] | ||||
Insurance Settlements Receivable | 2,195 | 2,195 | 2,195 | $ 2,210 |
Haverhill Litigation [Member] | ||||
Indemnified Legal Expense, Related Parties | 360 | 504 | ||
Other Noncurrent Liabilities [Member] | ||||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 1,440 | $ 1,440 | $ 1,440 | $ 1,247 |
Number of Deferred Compensation Plans | 1 |
Note 14 - Transactions with R58
Note 14 - Transactions with Related Parties (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Preferred Stock Dividends Earned by Related Party [Member] | Coliseum Capital Partners LP [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 1,059 | $ 1,062 | $ 3,154 | $ 2,678 |
Note 15 - Discontinued Operat59
Note 15 - Discontinued Operations (Details Textual) - USD ($) $ in Thousands | Oct. 19, 2016 | Oct. 18, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Subsequent Event [Member] | Matrix [Member] | Mercury Fortuna Buyer, LLC [Member] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 180,614 | |||
Subsequent Event [Member] | Matrix [Member] | ||||
Interest in Subsidiary Subscribed for by Third Party | 53.20% | |||
Disposal Group, Including Discontinued Operation, Enterprise Value | $ 537,500 | |||
Subsequent Event [Member] | Matrix [Member] | ||||
Equity Method Investment, Ownership Percentage | 46.80% | 100.00% | ||
Subsequent Event [Member] | Matrix [Member] | ||||
Proceeds from Collection of Promissory Notes Receivable, Principal and Accumulated Interest | $ 381,163 | |||
Payments for Contribution of Capital | 5,663 | |||
Estimated Working Capital Adjustment Receivable | 5,172 | |||
Subsequent Event [Member] | Matrix [Member] | Credit and Guaranty Agreement [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000 | |||
Subsequent Event [Member] | Matrix [Member] | Credit and Guaranty Agreement [Member] | ||||
Long-term Debt | $ 198,000 | |||
Long-term Debt | $ 322,898 | $ 300,071 |
Note 15 - Discontinued Operat60
Note 15 - Discontinued Operations - Summary of Operations Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Human Services [Member] | ||||
Service revenue, net | $ 84,722 | $ 260,701 | ||
Service expense | 77,890 | 233,710 | ||
General and administrative expense | 7,463 | 6,807 | 7,463 | 17,047 |
Asset impairment charge | 1,593 | 1,593 | ||
Depreciation and amortization | 1,217 | 4,831 | ||
Total operating expenses | 7,463 | 87,507 | 7,463 | 257,181 |
Operating income (loss) | (7,463) | (2,785) | (7,463) | 3,520 |
Interest expense, net | 795 | 2,429 | ||
Income (loss) from discontinued operations | (7,463) | (3,580) | (7,463) | 1,091 |
Provision (benefit) for income taxes | (2,428) | (1,789) | (2,428) | 756 |
Discontinued operations, net of tax | (5,035) | (1,791) | (5,035) | 335 |
HA Services [Member] | ||||
Service revenue, net | 52,557 | 52,882 | 155,421 | 165,718 |
Service expense | 38,703 | 40,134 | 113,455 | 124,541 |
General and administrative expense | 1,505 | 804 | 2,823 | 2,086 |
Asset impairment charge | ||||
Depreciation and amortization | 5,359 | 7,488 | 21,121 | 21,855 |
Total operating expenses | 45,567 | 48,426 | 137,399 | 148,482 |
Operating income (loss) | 6,990 | 4,456 | 18,022 | 17,236 |
Interest expense, net | 2,770 | 3,293 | 8,204 | 9,964 |
Income (loss) from discontinued operations | 4,220 | 1,163 | 9,818 | 7,272 |
Provision (benefit) for income taxes | 1,747 | 625 | 3,766 | 3,349 |
Discontinued operations, net of tax | 2,473 | 538 | 6,052 | 3,923 |
Service revenue, net | 52,557 | 137,604 | 155,421 | 426,419 |
Service expense | 38,703 | 118,024 | 113,455 | 358,251 |
General and administrative expense | 8,968 | 7,611 | 10,286 | 19,133 |
Asset impairment charge | 1,593 | 1,593 | ||
Depreciation and amortization | 5,359 | 8,705 | 21,121 | 26,686 |
Total operating expenses | 53,030 | 135,933 | 144,862 | 405,663 |
Operating income (loss) | (473) | 1,671 | 10,559 | 20,756 |
Interest expense, net | 2,770 | 4,088 | 8,204 | 12,393 |
Income (loss) from discontinued operations | (3,243) | (2,417) | 2,355 | 8,363 |
Provision (benefit) for income taxes | (681) | (1,164) | 1,338 | 4,105 |
Discontinued operations, net of tax | $ (2,562) | $ (1,253) | $ 1,017 | $ 4,258 |
Note 15 - Discontinued Operat61
Note 15 - Discontinued Operations - Allocated Interest Expense for Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Human Services [Member] | ||||
Allocated interest expense | $ 805 | $ 2,461 | ||
HA Services [Member] | ||||
Allocated interest expense | 2,772 | 3,298 | 8,210 | 9,977 |
Allocated interest expense | $ 2,772 | $ 4,103 | $ 8,210 | $ 12,438 |
Note 15 - Discontinued Operat62
Note 15 - Discontinued Operations - Summary of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Cash and cash equivalents | $ 10,255 | $ 5,014 | $ 31,515 |
Accounts receivable, net of allowance of $1,116 in 2016 and $1,208 in 2015 | 21,425 | 21,117 | |
Prepaid expenses and other | 3,860 | 3,094 | |
Deferred tax assets | 3,978 | 2,986 | |
Current assets of discontinued operations held for sale | 39,518 | 32,211 | |
Property and equipment, net | 15,651 | 11,629 | |
Goodwill | 210,071 | 210,071 | |
Intangible assets, net | 198,927 | 216,387 | |
Other assets | 3,846 | 3,313 | |
Non-current assets of discontinued operations held for sale | 428,495 | 441,400 | |
Accounts payable | 330 | 1,988 | |
Accrued expenses | 19,576 | 13,116 | |
Reinsurance liability reserve | 697 | 745 | |
Current liabilities of discontinued operations held for sale | 20,603 | 15,849 | |
Other long-term liabilities | 2,436 | 2,197 | |
Deferred tax liabilities | 79,448 | 85,071 | |
Non-current liabilities of discontinued operations held for sale | $ 81,884 | $ 87,268 |
Note 15 - Discontinued Operat63
Note 15 - Discontinued Operations - Summary of Assets and Liabilities of Discontinued Operations (Details) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 1,116 | $ 1,208 |
Note 15 - Discontinued Operat64
Note 15 - Discontinued Operations - Summary of Cash Flows from Discontinued Operations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Human Services [Member] | ||
Depreciation | $ 2,376 | |
Amortization | 2,455 | |
Purchase of property and equipment | 2,224 | |
HA Services [Member] | ||
Depreciation | 3,661 | 2,301 |
Amortization | 17,460 | 19,554 |
Purchase of property and equipment | 8,020 | 6,102 |
Depreciation | 3,661 | 4,677 |
Amortization | 17,460 | 22,009 |
Purchase of property and equipment | $ 8,020 | $ 8,326 |
Note 16 - Segments (Details Tex
Note 16 - Segments (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Continuing Operations [Member] | Geographic Distribution, Domestic [Member] | Sales Revenue, Services, Net [Member] | Geographic Concentration Risk [Member] | |||
Concentration Risk, Percentage | 78.00% | 73.80% | |
Continuing Operations [Member] | Geographic Distribution, Foreign [Member] | Sales Revenue, Services, Net [Member] | Geographic Concentration Risk [Member] | |||
Concentration Risk, Percentage | 22.00% | 26.20% | |
Continuing Operations [Member] | Geographic Distribution, Foreign [Member] | Net Assets, Geographic Area [Member] | |||
Net Assets | $ 117,017 | $ 108,587 | |
Number of Reportable Segments | 3 | ||
Number of Operating Segments | 3 |
Note 16 - Segments - Financial
Note 16 - Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
NET Services [Member] | ||||
Revenue | $ 317,521 | $ 277,130 | $ 917,661 | $ 802,580 |
Service expense | 294,160 | 257,518 | 846,815 | 733,696 |
General and administrative expense | 2,860 | 2,908 | 8,483 | 7,959 |
Depreciation and amortization | 3,051 | 2,389 | 8,858 | 6,995 |
Operating loss | 17,450 | 14,315 | 53,505 | 53,930 |
Equity in net loss of investees | ||||
WD Services [Member] | ||||
Revenue | 94,960 | 102,547 | 275,293 | 302,340 |
Service expense | 84,051 | 95,773 | 247,797 | 273,312 |
General and administrative expense | 6,780 | 8,260 | 23,236 | 23,469 |
Depreciation and amortization | 3,497 | 3,441 | 10,912 | 10,089 |
Operating loss | 632 | (4,927) | (6,652) | (4,530) |
Equity in net loss of investees | 1,517 | 4,465 | 5,693 | 8,008 |
Corporate and Other [Member] | ||||
Revenue | 31 | (109) | (24) | (121) |
Service expense | 518 | (2,708) | 903 | (2,679) |
General and administrative expense | 7,680 | 9,353 | 20,829 | 25,570 |
Depreciation and amortization | 122 | 52 | 288 | 675 |
Operating loss | (8,289) | (6,806) | (22,044) | (23,687) |
Equity in net loss of investees | ||||
Revenue | 412,512 | 379,568 | 1,192,930 | 1,104,799 |
Service expense | 378,729 | 350,583 | 1,095,515 | 1,004,329 |
General and administrative expense | 17,320 | 20,521 | 52,548 | 56,998 |
Depreciation and amortization | 6,670 | 5,882 | 20,058 | 17,759 |
Operating loss | 9,793 | 2,582 | 24,809 | 25,713 |
Equity in net loss of investees | $ 1,517 | $ 4,465 | $ 5,693 | $ 8,008 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) $ in Billions | Oct. 26, 2016USD ($) |
Subsequent Event [Member] | Common Stock Share Repurchase Program [Member] | |
Stock Repurchase Program, Authorized Amount | $ 0.1 |