Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CIVI | ||
Entity Registrant Name | CIVITAS SOLUTIONS, INC. | ||
Entity Central Index Key | 1,608,638 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 37,442,175 | ||
Entity Public Float | $ 325,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 7,297 | $ 50,683 |
Restricted cash | 327 | 1,046 |
Accounts receivable, net of allowances of $15,997 and $11,863 at September 30, 2017 and 2016, respectively | 172,850 | 155,767 |
Prepaid expenses and other current assets | 12,998 | 20,841 |
Total current assets | 193,472 | 228,337 |
Property and equipment, net | 183,338 | 175,008 |
Intangible assets, net | 313,075 | 302,229 |
Goodwill | 273,325 | 273,660 |
Restricted cash | 50,000 | 50,000 |
Other assets | 36,172 | 38,911 |
Total assets | 1,049,382 | 1,068,145 |
Current Liabilities: | ||
Accounts payable | 35,275 | 32,131 |
Accrued payroll and related costs | 78,011 | 78,082 |
Other accrued liabilities | 42,284 | 51,680 |
Obligations under capital lease, current | 608 | 549 |
Current portion of long-term debt | 6,554 | 6,554 |
Total current liabilities | 162,732 | 168,996 |
Other long-term liabilities | 77,081 | 81,466 |
Deferred tax liabilities, net | 22,349 | 41,673 |
Obligations under capital lease, less current portion | 4,404 | 5,012 |
Long-term debt, less current portion | 619,899 | 625,408 |
Commitments and contingencies (Note 17) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value; 350,000,000 shares authorized; and 37,441,257 and 37,214,758 shares issued and outstanding at September 30, 2017 and 2016, respectively | 374 | 372 |
Additional paid-in capital | 301,819 | 294,295 |
Accumulated loss on derivatives, net of taxes of $62 and $2,418 at September 30, 2017 and September 30, 2016, respectively | (91) | (3,561) |
Accumulated deficit | (139,185) | (145,516) |
Total stockholders' equity | 162,917 | 145,590 |
Total liabilities and stockholders' equity | $ 1,049,382 | $ 1,068,145 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 15,997 | $ 11,863 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (shares) | 37,441,257 | 37,214,758 |
Common stock, shares outstanding (shares) | 37,441,257 | 37,214,758 |
Accumulated loss on derivatives, tax | $ 62 | $ 2,418 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | |||
Net revenue | $ 1,474,510 | $ 1,407,587 | $ 1,366,946 |
Cost of revenue (exclusive of depreciation and amortization expense below) | 1,160,528 | 1,092,181 | 1,059,364 |
Operating expenses: | |||
General and administrative | 166,376 | 174,398 | 162,839 |
Goodwill and intangible asset impairment | 31,002 | 10,251 | 10,660 |
Depreciation and amortization | 75,713 | 73,061 | 71,512 |
Total operating expenses | 273,091 | 257,710 | 245,011 |
Income from operations | 40,891 | 57,696 | 62,571 |
Other income (expense): | |||
Other income (expense), net | 710 | (908) | (1,297) |
Extinguishment of debt | 0 | 0 | (17,058) |
Interest expense | (33,406) | (34,041) | (37,455) |
Income from continuing operations before income taxes | 8,195 | 22,747 | 6,761 |
Provision for income taxes | 1,864 | 13,290 | 2,689 |
Income from continuing operations | 6,331 | 9,457 | 4,072 |
Loss from discontinued operations, net of tax benefit for the fiscal years ended September 30, 2017, 2016 and 2015 of $0, $171 and $634, respectively | 0 | (270) | (1,000) |
Net income | $ 6,331 | $ 9,187 | $ 3,072 |
Income per common share, basic | |||
Income from continuing operations, basic (in dollars per share) | $ 0.17 | $ 0.25 | $ 0.11 |
Loss from discontinued operations, basic (in dollars per share) | 0 | 0 | (0.03) |
Net income, basic (dollars per shares) | 0.17 | 0.25 | 0.08 |
Income per common share, diluted | |||
Income from continuing operations, diluted (in dollars per share) | 0.17 | 0.25 | 0.11 |
Loss from discontinued operations, diluted (in dollars per share) | 0 | 0 | (0.03) |
Net income, diluted (dollars per share) | $ 0.17 | $ 0.25 | $ 0.08 |
Weighted average number of common shares outstanding, basic | 37,302,941 | 37,112,794 | 36,959,997 |
Weighted average number of common shares outstanding, diluted | 37,466,325 | 37,262,915 | 37,088,632 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | |||
Loss from discontinued operations, tax benefit | $ 0 | $ 171 | $ 634 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 6,331 | $ 9,187 | $ 3,072 |
Other comprehensive income (loss), net of tax: | |||
Gain (loss) on derivative instrument classified as cash flow hedge, net of tax expense (benefit) of $2,356, ($1,261) and ($1,157) for the fiscal years ended September 30, 2017, 2016, and 2015, respectively | 3,470 | (1,857) | (1,704) |
Comprehensive income | $ 9,801 | $ 7,330 | $ 1,368 |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Gain (loss) on derivative instruments classified as cash flow hedge, tax | $ 2,356 | $ (1,261) | $ (1,157) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (shares) at Sep. 30, 2014 | 36,950,000 | ||||
Beginning balance at Sep. 30, 2014 | $ 115,538 | $ 370 | $ 272,943 | $ 0 | $ (157,775) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee incentive plans, net of shares surrendered (shares) | 143,237 | ||||
Issuance of common stock under employee incentive plans, net of shares surrendered | (1,514) | $ 1 | (1,515) | ||
Other comprehensive income (loss), net of tax | (1,704) | (1,704) | |||
Stock-based compensation | 5,238 | 5,238 | |||
IPO accrual adjustment | 645 | 645 | |||
Net income | 3,072 | 3,072 | |||
Ending balance (shares) at Sep. 30, 2015 | 37,093,237 | ||||
Ending balance at Sep. 30, 2015 | 121,275 | $ 371 | 277,311 | (1,704) | (154,703) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee incentive plans, net of shares surrendered (shares) | 121,521 | ||||
Issuance of common stock under employee incentive plans, net of shares surrendered | (900) | $ 1 | (901) | ||
Other comprehensive income (loss), net of tax | (1,857) | (1,857) | |||
Stock-based compensation | 17,072 | 17,072 | |||
Tax shortfall from stock-based compensation awards | 813 | 813 | |||
Net income | 9,187 | 9,187 | |||
Ending balance (shares) at Sep. 30, 2016 | 37,214,758 | ||||
Ending balance at Sep. 30, 2016 | 145,590 | $ 372 | 294,295 | (3,561) | (145,516) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee incentive plans, net of shares surrendered (shares) | 226,499 | ||||
Issuance of common stock under employee incentive plans, net of shares surrendered | (560) | $ 2 | (562) | ||
Other comprehensive income (loss), net of tax | 3,470 | 3,470 | |||
Stock-based compensation | 8,441 | 8,441 | |||
Tax shortfall from stock-based compensation awards | (355) | (355) | |||
Net income | 6,331 | 6,331 | |||
Ending balance (shares) at Sep. 30, 2017 | 37,441,257 | ||||
Ending balance at Sep. 30, 2017 | $ 162,917 | $ 374 | $ 301,819 | $ (91) | $ (139,185) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from operating activities: | |||
Net income | $ 6,331 | $ 9,187 | $ 3,072 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision for accounts receivable allowances | 20,674 | 14,784 | 17,055 |
Depreciation and amortization | 75,713 | 73,100 | 71,643 |
Amortization original issue discount and financing costs | 1,921 | 1,837 | 8,040 |
Stock-based compensation expense | 8,441 | 17,072 | 5,238 |
Deferred income taxes | (22,545) | 4,359 | 356 |
Gain from company owned life insurance policy | (501) | 0 | 0 |
Loss on disposal of assets | 678 | 789 | 675 |
Goodwill and intangible asset impairment | 31,002 | 10,251 | 10,660 |
Net change in fair value of contingent liabilities | 194 | 405 | 575 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (35,083) | (25,156) | (21,072) |
Other assets | 10,686 | (8,706) | (4,711) |
Accounts payable | 2,608 | 6,802 | 3,037 |
Accrued payroll and related costs | (716) | (3,930) | (2,164) |
Other accrued liabilities | 2,005 | 5,028 | (8,070) |
Other long-term liabilities | (4,488) | 1,300 | 6,144 |
Net cash provided by operating activities | 96,920 | 107,122 | 90,478 |
Cash Flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (82,091) | (45,196) | (38,738) |
Purchases of property and equipment | (46,649) | (43,356) | (42,793) |
Changes in restricted cash | 719 | (297) | 1,195 |
Proceeds from company owned life insurance policy | 738 | 0 | 0 |
Proceeds from sale of assets | 1,629 | 1,423 | 1,332 |
Net cash used in investing activities | (125,654) | (87,426) | (79,004) |
Cash Flows from financing activities: | |||
Issuance of long term-debt, net of original issue discount | 0 | 0 | 54,450 |
Repayments of long-term debt | (6,554) | (6,554) | (218,416) |
Proceeds from borrowings under senior revolver | 7,300 | 52,200 | 210,700 |
Repayments of borrowings under senior revolver | (7,300) | (52,200) | (210,700) |
Repayments of capital lease obligations | (549) | (497) | (451) |
Cash paid for earn-out obligations | (6,109) | (3,565) | 0 |
Payments of deferred financing costs | (878) | 0 | 0 |
Issuance of common stock under employee equity incentive plans | 764 | 142 | 0 |
Tax windfall from stock-based compensation | 0 | 813 | 0 |
Taxes paid related to net share settlements of equity awards | (1,326) | (1,042) | (1,514) |
Net cash used in financing activities | (14,652) | (10,703) | (165,931) |
Net increase (decrease) in cash and cash equivalents | (43,386) | 8,993 | (154,457) |
Cash and cash equivalents at beginning of period | 50,683 | 41,690 | 196,147 |
Cash and cash equivalents at end of period | 7,297 | 50,683 | 41,690 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 30,794 | 31,563 | 37,461 |
Cash paid for call premium on redemption of senior notes | 0 | 0 | 11,688 |
Cash paid for income taxes, net | 17,438 | 12,641 | 1,860 |
Supplemental disclosure of non-cash investing activities: | |||
Accrued property and equipment | 1,036 | 810 | 1,454 |
Fair value of contingent consideration related to acquisitions | 0 | 0 | 6,100 |
Accrued tenant reimbursements for leasehold improvements | $ 0 | $ 1,262 | $ 0 |
Business Overview
Business Overview | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | Business Overview Civitas Solutions, Inc., through its wholly-owned subsidiaries (collectively, the “Company”), is the leading provider of home- and community-based health and human services to adults and children with intellectual and/or developmental disabilities, acquired brain injury and other catastrophic injuries and illnesses; and to youth with emotional, behavioral and/or medically complex challenges. Since the Company’s founding in 1980, the Company has evolved into a diversified national network providing an array of high-quality services and care in large, growing and highly-fragmented markets. The Company currently provides services to individuals with intellectual and/or developmental disabilities (“I/DD”), individuals with catastrophic injuries and illnesses, particularly acquired brain injury (“ABI”), youth with emotional, behavioral and/or medically complex challenges, or at-risk youth (“ARY”), and elders in need of day health services to support their independence, or adult day health (“ADH”). As of September 30, 2017 , the Company operated in 36 states, serving approximately 11,800 individuals in residential settings and more than 18,600 individuals in non residential settings. The Company designs customized service plans to meet the individual needs of those served by the Company, which it delivers in home- and community-based settings. Most of the Company’s service plans involve residential support, typically in small group homes, host home settings, or specialized community facilities, designed to improve the quality of life of the individuals served by the Company and to promote their independence and participation in community life. Other services offered include supported living, day and transitional programs, vocational services, case management, family-based and outpatient therapeutic services, post-acute treatment and neurorehabilitation, neurobehavioral rehabilitation and physical, occupational and speech therapies, among others. The Company’s customized service plans offer individuals as well as the payors of these services, an attractive, cost-effective alternative to health and human services provided in large, institutional settings. Civitas is the parent of a consolidated group of subsidiaries that market their services under The MENTOR Network tradename. Prior to October 1, 2015, Civitas was a partially owned subsidiary of NMH Investment, LLC (“NMH Investment”), which was formed in connection with the acquisition of the business by affiliates of Vestar Capital Partners (“Vestar”) in 2006. The equity interests of NMH Investment were owned by Vestar and certain executive officers, directors and other members of management. On October 1, 2015, in connection with an underwritten secondary offering, NMH Investment distributed all of its 25,250,000 shares of common stock of Civitas Solutions, Inc. it held to its existing members in accordance with their respective membership interests. NMH Holdings, LLC ("NMHH") is a wholly owned subsidiary of Civitas Solutions, Inc. and National Mentor Holdings, Inc. (“NMHI”) is a wholly owned subsidiary of NMHH. The financial results of Civitas Solutions, Inc. are primarily composed of the financial results of National Mentor Holdings, Inc. and its subsidiaries on a consolidated basis. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation. Reclassifications Prior year amounts related to goodwill and intangible impairments have been reclassified to conform with the 2017 presentation as a separate statement of income item. On October 1, 2016, the Company retrospectively adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. As a result of the adoption, the Company revised its balance sheet presentation as of September 30, 2016 to reflect $5.9 million of deferred financing costs as a deduction to the carrying amount of its long term debt. Prior to the adoption these costs were included with Other Assets. On July 1, 2017, the Company adopted ASU No. 2015-17, Income Taxes: Balance Sheet (Topic 710) Classification of Deferred Taxes . Under this standard, deferred tax liabilities and assets are required to be classified as non-current in the Company's consolidated balance sheet. Prior to the adoption, deferred tax assets and liabilities were separated into current and long-term amounts based on the classification of the related assets and liabilities for financial reporting purposes and netted by jurisdiction. The Company adopted this standard retrospectively, which resulted in reclassification of $18.0 million of deferred tax assets, net of deferred tax liabilities, from current to non-current as of September 30, 2016 . Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments and methodologies. Actual results could differ from these estimates under different assumptions or conditions. Fair Value Measurements The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires detailed disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. This standard classifies these inputs into the following hierarchy: Level 1 Inputs - Quoted prices for identical instruments in active markets. Level 2 Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs - Instruments with primarily unobservable value drivers. The fair value hierarchy level is determined by asset class based on the lowest level of significant input. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified between levels. During the years ended September 30, 2017 and 2016 , there were no transfers between levels. Cash Equivalents The Company considers short-term investments with maturity dates of 90 days or less at the date of purchase to be cash equivalents. As of September 30, 2017 and 2016 , the Company did not have any cash equivalents. Restricted Cash Restricted cash consists of a cash collateral account set up to support the issuance of letters of credit under the Company’s institutional letter of credit facility and funds provided from government payors restricted for use by individuals served by the Company. Concentrations of Credit and Other Risks Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, self-insurance receivables and accounts receivable. Cash and cash equivalents are deposited with federally insured commercial banks in the United States, which, at times may exceed federally insured limits of $250 thousand . The Company has not experienced any losses in such accounts. As of September 30, 2017 , our accounts exceeded federally insured limits by $7.0 million . The Company derives approximately 89% of its revenue from state and local government payors. These entities fund a significant portion of their payments to the Company through federal matching funds, which pass through various state and local government agencies. Of the 36 states the Company operates in, Minnesota is our largest state and generates revenue from our contracts with state and local governmental payors which accounted for approximately 15% of our net revenue in fiscal 2017 , 2016 and 2015. California, our second largest state, accounted for 10% of our net revenue in fiscal 2017. No other states accounted for 10% or more of our net revenue during fiscal years 2017, 2016, or 2015. Revenue Recognition Revenue is reported net of allowances for unauthorized sales and estimated sales adjustments. Revenue is also reported net of any state provider taxes or gross receipts taxes levied on services the Company provides. Sales adjustments are estimated based on an analysis of historical sales adjustments and recent developments in payment trends. Revenue is recognized when evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue for services performed pursuant to contracts with various state and local government agencies and private health care agencies. The payment terms and rates of our contracts vary by jurisdiction and service type. The Company has four types of contractual arrangements with payors which include negotiated contracts, fixed fee contracts, retrospective reimbursement contracts and prospective payments contracts. Under the Company's units-of-service contracts, which include negotiated contracts and fixed fee contacts, revenue is recognized at the time the service is performed. Under the Company's cost reimbursement contracts, which include retrospective reimbursement contracts and prospective payment contracts, revenue is recognized at the time the service costs are incurred. For the Company’s cost-reimbursement contracts, the rate provided by the payor is based on a certain level of service and types of costs incurred in delivering the service. From time to time, the Company receives payments under cost-reimbursement contracts in excess of the allowable costs required to support those payments. In such instances, the Company estimates and records a liability for such excess payments. At the end of the contract period, any balance of excess payments is maintained as a liability until it is reimbursed to the payor or until the Company has exhausted efforts to make the reimbursement. Revenue in the future may be affected by changes in rate-setting structures, methodologies or interpretations that may be enacted in states where the Company operates or by the federal government. Cost of Revenue The Company classifies expenses directly related to providing services as cost of revenue, except for depreciation and amortization related to cost of revenue, which are shown separately in the consolidated statements of income. Direct costs and expenses principally include salaries and benefits for service provider employees, per diem payments to independently contracted host-home caregivers (“Mentors”), residential occupancy expenses, which are primarily composed of rent and utilities related to facilities providing direct care, certain expenses, such as food and medicine and transportation costs for individuals requiring services, professional and general liability expense, employment practices liability expense and workers’ compensation expense. Property and Equipment Property and equipment are recorded at cost and are depreciated using a straight-line method when placed into service, based on their estimated useful lives as follows: Asset Description Estimated Useful Life (in years) Land Indefinite Building 30 Building improvements 10 Leasehold improvements Not to exceed 7 years or length of lease Vehicles 5 Computer hardware and software 3 Furniture, fixtures and equipment 3-5 Capital lease assets are depreciated over the lesser of the lease term or the useful life of the asset. Expenditures for maintenance and repairs are charged to operating expenses as incurred. When assets are sold or retired, the corresponding cost and accumulated depreciation are removed from the related accounts and any gain or loss is recorded in the period of the sale or retirement. Accounts Receivable Accounts receivable primarily consist of amounts due from government agencies, not-for-profit providers and commercial insurance companies. An estimated allowance for doubtful accounts is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectability of accounts receivable, the Company considers a number of factors, including payment trends in individual states, age of the accounts and the status of ongoing disputes with third party payors. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectability of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to revenue as a contractual allowance in the consolidated statements of income in the period of the change in estimate. Goodwill and Indefinite-lived Intangible Assets The Company reviews costs of purchased businesses in excess of the fair value of net assets acquired (goodwill), and indefinite-lived intangible assets for impairment at least annually, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. The Company conducts its annual impairment test for both goodwill and indefinite-lived intangible assets on July 1 st of each year. In fiscal 2016, the Company conducted the goodwill impairment test on a reporting unit basis using the two step process in accordance with the guidance in ASC 350. The Company had the option to first assess qualitative factors to determine whether further impairment testing is necessary. The Company elected to bypass the qualitative assessments and proceeded directly to the two-step impairment test. The first step is to compare the fair value of the reporting unit with its carrying value. The fair value of the reporting unit is determined by using the income approach, specifically the discounted cash flow method. If the carrying amount of the reporting unit exceeds its fair value then the second step of the goodwill impairment test is performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill in order to determine the amount of impairment to be recognized. The excess of the carrying value of goodwill above the implied goodwill, if any, would be recognized as an impairment charge. Fair values are estimated using the discounted cash flow method. As of July 1, 2017, the Company adopted ASU No. 2017-04 —Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The update eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual impairment test is performed by comparing the fair value of a reporting unit with its carrying value. The fair value of the reporting unit is determined by using the income approach, specifically the discounted cash flow method. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For its indefinite-lived intangible assets, the Company has elected to bypass the qualitative assessments and proceed directly to the quantitative impairment test. The impairment test for indefinite-lived intangible assets requires the determination of the fair value of the intangible asset. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in an amount equal to the difference. Fair values are estimated using the relief from royalty method. As described above, the fair value of a reporting unit is based on discounted estimated future cash flows. The assumptions used to estimate fair value include management’s best estimates of future operating cash flows, including revenue growth, tax rates, capital expenditures, discount rates and working capital changes. As such, actual results may differ from these estimates and lead to a revaluation of the Company’s goodwill and indefinite-lived intangible assets. Impairment of Long-Lived Tangible and Intangible Assets The Company reviews long-lived tangible and intangible assets for impairment when events or circumstances have occurred that indicate the estimated useful life of these assets may warrant revision or that the carrying amount of these assets may be impaired. To compute whether assets have been impaired, the estimated undiscounted future cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the future cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. Valuation allowances on deferred tax assets are estimated based on the Company’s assessment of the realizability of such amounts. The Company recognizes the benefits of tax positions when certain criteria are satisfied. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods. Derivative Financial Instruments The Company reports derivative financial instruments on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. Changes in the fair value of derivatives are recorded each period in current operations or in the consolidated statements of comprehensive income (loss) depending upon whether the derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company, from time to time, enters into interest rate swap agreements to hedge against variability in cash flows resulting from fluctuations in the benchmark interest rate, which is LIBOR, on the Company’s debt. These agreements involve the exchange of variable interest rates for fixed interest rates over the life of the swap agreement without an exchange of the notional amount upon which the payments are based. On a quarterly basis, the differential to be received or paid as interest rates change is accrued and recognized as an adjustment to interest expense in the accompanying consolidated statements of income. In addition, on a quarterly basis, the mark to market valuation is recorded as an adjustment to gain (loss) on derivative within the consolidated statements of comprehensive income with any ineffective portion recorded to gain (loss) on derivatives within the consolidated statement of income. The related amount receivable from or payable to counterparties is included as an asset or liability, respectively, in the Company’s consolidated balance sheets. Stock-Based Compensation Prior to the Company's initial public offering ("IPO"), NMH Investment maintained an equity-based compensation plan, and from time to time it issued units of limited liability company interests pursuant to such plan. The units were available for issuance to the Company’s employees and members of the Board of Directors. The Company recognized the fair value of these awards as compensation expense over the requisite services period or when the satisfaction of the vesting conditions were determined to be probable. In October 2015, NMH Investment distributed all of the 25,250,000 shares of our common stock it held to its existing members in accordance with their respective membership interests and pursuant to the terms of the NMH Investment's Limited Liability Company Agreement and the management unitholders agreements (the “Distribution”). The Distribution triggered the vesting conditions for all unvested awards. As a result, the Company recorded compensation expense of $10.5 million that is included in General and administrative expense on the consolidated statement of income during the year ended September 30, 2016. In fiscal 2014, Civitas adopted an equity-based compensation plan and began issuing stock-based awards including non-qualified stock options ("NSOs"), restricted stock units ("RSUs"), and performance based restricted stock units ("PRSUs"). The Company recognizes the fair value of stock-based compensation expense over the requisite service period of the individual grantee, which equals the vesting period. The fair value of each NSO granted was estimated on the grant date using the Black-Scholes valuation model. The fair value of each RSU was determined based on the Company's closing stock price on the date of grant. The fair value of each PRSU was determined based on either the Company's closing stock price on the date of grant or through a Monte Carlo simulation methodology for those awards that included a market condition. The number of performance based restricted stock units earned is determined based on the Company's attainment of predefined performance targets set by the Compensation Committee. At each reporting period, the Company assesses the number of performance based restricted stock units expected to vest based on the expected attainment of the performance targets. The Company is required to estimate future forfeitures of stock-based awards for recognition of compensation expense. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior recognized expense if the actual forfeitures are higher than estimated. The actual expense recognized over the vesting period will only be for those awards that vest. Self-Insurance The Company maintains insurance for professional and general liability, workers’ compensation, automobile liability and health insurance with policies that include self-insured retentions. Employment practices liability is fully self-insured. The Company records expenses related to claims on an incurred basis, which includes estimates of fully developed losses for both reported and unreported claims. The accruals for the health, workers’ compensation, automobile, employment practices liability and professional and general liability programs are based on analyses performed internally by management and for certain balances, take into account reports by independent third party actuaries. Self-insurance accruals are periodically re-evaluated and increased or decreased based on new information. The Company reports its insurance liabilities on a gross basis without giving effect to insurance recoveries. Anticipated insurance recoveries are presented in Prepaid expenses and other current assets and Other assets on the consolidated balance sheets. Self-insured liabilities are presented in Accrued payroll and related costs, Other accrued liabilities and Other long-term liabilities on the Company’s consolidated balance sheets. Legal Contingencies The Company reserves for costs related to contingencies when a loss is probable and the amount is reasonably estimable or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of loss will exceed the recorded provision. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on our consolidated results of operations and financial position. Leases The Company accounts for leases in accordance with ASC Topic 840 Leases . For lease agreements that provide for escalating rent payments and rent holidays, the Company recognized rent expense on a straight-line basis over the non-cancellable lease term and option renewal periods where failure to exercise such options would result in an economic penalty such that the renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences when the Company becomes obligated under the terms of the lease agreement. Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of September 30, 2017 , but prior to the filing of the financial statements with the Securities and Exchange Commission, or SEC, to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of the financial statements accompanying this Annual Report on Form 10-K. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue from Contracts with Customers— In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers Topic 606 (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The FASB has subsequently issued amendments to ASU No. 2014-09 that have the same effective date and transition date. ASU 2014-09, as amended, is effective for the Company's fiscal year beginning October 1, 2018, and, at that time, the Company expects to adopt the new standard under the modified retrospective approach for contracts with customers. Under the modified retrospective approach, the guidance is applied to the most current period presented, recognizing the cumulative effect of the adoption change as an adjustment to beginning retained earnings. In fiscal 2017, the Company established a formal program and cross-functional implementation team to identify design and implement changes to its accounting systems and policies and internal controls to support recognition and disclosure under the new standard. This process includes a review of the requirements under the new standard compared to the current accounting policies for each of the Company’s revenue streams. To date, the Company has not identified any material impact expected upon adoption, however the review is not yet complete. The full assessment of adoption including any potential impact to the results of operations, financial position and financial disclosures as well as the method of adoption will be finalized during fiscal 2018. Going Concern— On July 1, 2017, we adopted ASU No. 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires an entity to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. The implementation of this ASU did not have an impact on our consolidated financial statements. Leases— In February 2016, the FASB issued ASU No. 2016-02—Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The standard will be effective for the Company on October 1, 2019. The Company is still evaluating the method of adoption. The adoption of this standard is expected to have a material impact on the Company's financial position. As of September 30, 2017 and September 30, 2016 , the Company had gross operating lease commitments of approximately $317 million and $284 million , respectively. Upon adoption, a substantial portion of these lease commitments will be recorded at their net present value as a right of use asset and a lease obligation. Stock Compensation— In March 2016, the FASB issued ASU No. 2016-09—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The transition method varies for the amendments in this update. The new standard became effective for the Company on October 1, 2017. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. Stock Compensation— In May 2017, the FASB issued ASU No. 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The new standard will be effective for the Company on October 1, 2018. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements. Statement of Cash Flows — In August 2016, the FASB issued ASU No. 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice, including classification of debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of company owned life insurance policies. The new standard should be applied using a retrospective transition method to each period presented and will be effective for the Company on October 1, 2018. Statement of Cash Flows — In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard will be applied using a retrospective transition method to each period presented and will be effective for the Company on October 1, 2018. As of September 30, 2017 and September 30, 2016 , the Company had total restricted cash amounts of $50.3 million and $51.0 million , respectively. Business Combinations — In January 2017, the FASB issued ASU No. 2017-01—Business Combinations (Topic 805): Clarifying the Definition of a Business. The update provides guidance to determine when an integrated set of assets and activities is not a business. When substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, then the acquisition, or disposition, is not a business. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The new standard will be effective for the Company on October 1, 2018. Early application of the amendments in this update is permitted for transactions meeting certain criteria. This standard could reduce the number of acquisitions that are treated as business combinations in the future. Derivatives and Hedging —In August 2017, the FASB issued ASU No. 2017-12, which amends the hedge accounting recognition and presentation requirements in ASC 815. The Board’s objectives in issuing the ASU are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. This standard is to be applied through a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year the standard is adopted. The new standard will be effective for the Company on October 1, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The operating results of the businesses acquired are included in the consolidated statements of income from the date of acquisition. The Company accounted for these acquisitions under the acquisition method and, as a result, the purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess of the purchase price over the estimated fair value of net tangible assets was allocated to specifically identified intangible assets, with the residual being allocated to goodwill. Fiscal 2017 Acquisitions During the year ended September 30, 2017 , the Company acquired the assets or equity interests of 11 companies for total cash consideration of $82.1 million , net of $0.5 million of cash acquired. The following table summarizes the recognized amounts of identifiable net assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Other Assets, Net Total Identifiable Assets Goodwill Purchase Consideration Loma Linda $ 2,225 $ 33 $ 2,258 $ 483 $ 2,741 Rainbow ADH 13,260 1,497 14,757 9,852 24,609 JLH 1,301 60 1,361 136 1,497 Mi Casa 2,960 59 3,019 1,921 4,940 Harbor Rehab 1,642 — 1,642 461 2,103 Brockton Stoughton ADH 4,000 195 4,195 2,055 6,250 Country Life 6,177 72 6,249 3,156 9,405 HSI 18,860 1,539 20,399 9,569 29,968 Other acquisitions 432 138 570 8 578 Total $ 50,857 $ 3,593 $ 54,450 $ 27,641 $ 82,091 Loma Linda Management Company, Inc. ("Loma Linda") . On January 31, 2017 , the Company acquired the assets of Loma Linda for $2.7 million . Loma Linda is located in California and provides adult day health and community integration services to individuals with developmental disabilities and other special needs. The Company acquired $2.2 million of identifiable intangible assets which included approximately $1.7 million of agency contracts with a weighted average useful life of 12 years. As a result of the acquisition, the Company recorded $0.5 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Rainbow Adult Day Health ("Rainbow ADH") . On March 1, 2017 , the Company acquired the assets of Rainbow ADH for $24.6 million . Rainbow ADH is located in Maryland and provides adult day health services. The Company acquired $13.3 million of identifiable intangible assets which included $11.3 million of agency contracts with a weighted average useful life of 12 years, $2.0 million of licenses and permits with a weighted average useful life of 10 years. In addition, the Company acquired total tangible assets of $1.5 million , consisting primarily of vehicles. As a result of this acquisition, the Company recorded $9.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. JLH Enterprises, Chippewa Valley, Inc ("JLH") . On June 1, 2017 , the Company acquired the assets of JLH for $1.5 million . JLH is located in Wisconsin and is engaged in the business of providing residential services, supported living services, day program services and similar services to individuals with developmental disabilities and similar conditions. The Company acquired $1.3 million of identifiable intangible assets, all of which were agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.1 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Mi Casa es Su Casa, Inc. ("Mi Casa") . On June 9, 2017 , the Company acquired the assets of Mi Casa for $4.9 million . Mi Casa is located in New Jersey and provides adult day health services. The Company acquired $3.0 million of identifiable intangible assets which included $2.5 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $1.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Harbor Rehabilitation, LLC ("Harbor Rehab") . On June 12, 2017 , the Company acquired the assets of Harbor Rehab for $2.1 million . Harbor Rehab is located in Michigan and provides physical therapy, rehabilitation and related services to individuals with injuries or impairments. The Company acquired $1.6 million of identifiable intangible assets which included $1.1 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.5 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Brockton and Stoughton Adult Medical Day Care Center, Inc. ("Brockton Stoughton ADH") . On June 26, 2017 , the Company acquired the assets of Brockton Stoughton ADH for $6.3 million . Brockton Stoughton ADH is located in Massachusetts and provides adult day health services. The Company acquired $4.0 million of identifiable intangible assets which included $3.4 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $2.1 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Country Life Care Centers, Inc. ("Country Life") . On July 1, 2017 , the Company acquired the assets of Country Life for $9.4 million . Country Life is located in Utah and is engaged in the business of operating a rehabilitation and sub-acute care facility that provides short-term and long-term medical care for people after a catastrophic injury or illness or with chronic medical conditions. The Company acquired $6.2 million of identifiable intangible assets which included $4.8 million of agency contracts with a weighted average useful life of 11 years. As a result of this acquisition, the Company recorded $3.2 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Habilitative Services, Inc. ("HSI"). On September 29, 2017 , the Company acquired all of the outstanding capital stock of HSI and two related companies for $30.0 million . HSI is located in Minnesota and is engaged in the business of providing residential or supported living services and other services to individuals with developmental disabilities, traumatic brain injuries or mental illness. The Company acquired $18.9 million of identifiable intangible assets which included $14.7 million of agency contracts with a weighted average useful life of 12 years, and $4.1 million of licenses and permits with a weighted average useful life of 10 years. The Company also acquired $1.5 million of other assets, net of liabilities, consisting primarily of accounts receivable and fixed assets. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $9.6 million of goodwill in the I/DD segment, which is not expected to be deductible for tax purposes. Other Acquisitions. During fiscal 2017, the Company acquired the assets of Hope Homes, Inc. ("Hope Homes"), Res-Care Wisconsin, Inc. ("RC"), and Micki's Creative Option, Inc. ("Micki's"). Hope Homes provides residential and day program services for individuals with developmental disabilities in Ohio, RC provides adult family home residential services to elderly individuals in Wisconsin, and Micki's provides group home services, supported living services and related services to individuals with intellectual and developmental disabilities in Ohio. These acquisitions are included in our I/DD segment. Total cash consideration for these companies was $0.6 million . The Company's consolidated statement of income for the year ended September 30, 2017 included revenue totaling approximately $18.2 million from the acquisition date of each respective acquisition. The Company has not disclosed income from operations because it is immaterial. Fiscal 2016 Acquisitions During the fiscal year ended September 30, 2016 , the Company acquired certain assets of 12 companies for total cash consideration of $45.2 million . The following table summarizes the recognized amounts of identifiable assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Tangible Assets Total Identifiable Assets Goodwill Purchase Consideration Mother's Touch $ 2,741 $ 9 $ 2,750 $ 650 $ 3,400 Winways 619 29 648 108 756 Triumph 2,335 — 2,335 265 2,600 Brighton Worcester ADH 10,600 363 10,963 2,677 13,640 TLC Duluth 7,132 26 7,158 1,342 8,500 Maryland ADH 7,680 769 8,449 3,835 12,284 Eagle Crest 1,698 — 1,698 302 2,000 CRM 934 87 1,021 119 1,140 RHD 18 43 61 — 61 Learning Services 100 — 100 — 100 Pine Grove 407 — 407 93 500 Milne 210 5 215 — 215 Total $ 34,474 $ 1,331 $ 35,805 $ 9,391 $ 45,196 Mother's Touch, LLC ("Mother's Touch") . On November 30, 2015 , the Company acquired the assets of Mother's Touch for $3.4 million . Mother's Touch is located in Indiana and provides residential and community-based services to individuals with developmental disabilities. The Company acquired $2.7 million of identifiable intangible assets which included approximately $2.7 million of agency contracts with a weighted average useful life of 12 years. As a result of the acquisition, the Company recorded $0.7 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Winways, LLC ("Winways") . On December 31, 2015 , the Company acquired the assets of Winways for $0.8 million . Winways is located in California and provides residential and day treatment services to individuals with traumatic brain injuries, neurological illnesses and similar conditions. The Company acquired $0.6 million of identified intangible assets which included $0.5 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.1 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Triumph Rehabilitation, LLC ("Triumph") . On February 1, 2016 , the Company acquired the assets of Triumph for $2.6 million . Triumph is located in Michigan and provides physical therapy, rehabilitation and related services to individuals with traumatic brain injuries, neurological illnesses, and similar conditions. The Company acquired $2.3 million of identifiable intangible assets which included $2.2 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Brighton Worcester Massachusetts Adult Day Health, Inc. ("Brighton Worcester ADH"). On February 1, 2016 the Company acquired the assets of Brighton Worcester ADH for $13.6 million . Brighton Worcester ADH is located in Massachusetts and provides nursing and health oversight, medication management, therapy services, nutritional and dietary services, counseling and case management to elders. The Company acquired $10.6 million of identifiable intangible assets which included $9.9 million of agency contracts with a weighted average useful life of 12 years and $0.7 million of tradenames with a weighted average useful life of 5 years . As a result of this acquisition, the Company recorded $2.7 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Tender Loving Care Duluth, LLC ("TLC Duluth") . On February 29, 2016 , the Company acquired the assets of TLC Duluth for $8.5 million . TLC Duluth is located in Minnesota and provides full-time services in the community residential setting for individuals with developmental disabilities, traumatic brain injuries or mental illness. The Company acquired $7.1 million of identifiable intangible assets which included $6.2 million of agency contracts with a weighted average useful life of 12 years and $0.9 million of licenses and permits with a weighted average useful life of 10 years . As a result of this acquisition, the Company recorded $1.3 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Maryland Adult Day Health, Inc. ("Maryland ADH"). On March 14, 2016 , the Company acquired the assets of Maryland ADH for $12.3 million . Maryland ADH is located in Maryland and provides adult day health care services to the Medicaid eligible elderly population. The Company acquired $7.7 million of identifiable intangible assets which included $6.7 million of agency contracts with a weighted average useful life of 12 years and $1.0 million of tradenames with a weighted average useful life of 5 years . In addition, the Company acquired total tangible assets, consisting primarily of vehicles, of $0.8 million . As a result of this acquisition, the Company recorded $3.8 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Eagle Crest Center, LLC ("Eagle Crest"). On March 15, 2016 , the Company acquired the assets of Eagle Crest for $2.0 million . Eagle Crest is located in California and provides skilled nursing services and related services to individuals with traumatic brain injuries, spinal cord injuries, neuro-muscular or congenital anomalies, and similar conditions. The Company acquired $1.7 million of identifiable intangible assets which included $1.4 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. CRM Habilitative Services, Inc. ("CRM"). On March 31, 2016 , the Company acquired the assets of CRM for $1.1 million . CRM is located in Pennsylvania and provides group home services and day program services and related services to individuals with intellectual and developmental disabilities. The Company acquired $0.9 million of identifiable intangible assets which included $0.8 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.1 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Other acquisitions. During fiscal 2016, the Company acquired the assets of Resources for Human Development ("RHD"), Learning Services, Inc. ("Learning Services"), Pine Grove Habilitation Center ("Pine Grove"), and Alexander Milne Developmental Services ("Milne"). RHD, Pine Grove and Milne are in the business of providing residential group home services to individuals with developmental disabilities and similar conditions and is included in our I/DD segment. Learning Services is engaged in the business of providing supported living and rehabilitation services for individuals with acquired brain injuries and similar conditions and is included in our SRS segment. Total cash consideration for these companies was $0.9 million . The Company's consolidated statement of income for the year ended September 30, 2016 included revenue totaling approximately $27.6 million . The Company has not disclosed income from operations because it is immaterial. Fiscal 2015 Acquisitions During the fiscal year ended September 30, 2015, the Company acquired certain assets of 10 companies for total fair value consideration of $44.8 million , including $6.1 million of contingent consideration. The following table summarizes the recognized amounts of identifiable assets acquired assumed at the date of the acquisition: (in thousands) Identifiable Tangible Assets Total Identifiable Goodwill Purchase Consideration Capstone $ 3,539 $ 178 $ 3,717 $ 758 $ 4,475 Lakeview 6,664 48 6,712 1,272 7,984 Cassell 11,600 37 11,637 12,633 24,270 CPS 876 19 895 355 1,250 Snug Harbor 938 28 966 34 1,000 Heritage 1,252 — 1,252 945 2,197 Visions of N.E.W. 2,240 122 2,362 663 3,025 Other acquisitions 361 48 409 228 637 Total $ 27,470 $ 480 $ 27,950 $ 16,888 $ 44,838 Capstone Services, LLC (“Capstone”). On October 31, 2014 , the Company acquired the assets of Capstone for $4.5 million . Capstone is located in Minnesota and provides residential and home-based supportive living services to individuals with developmental disabilities. The Company acquired $3.5 million of identifiable intangible assets which included $2.6 million of agency contracts with a weighted average useful life of 12 years , $0.8 million of licenses and permits with a weighted average useful life of 10 years , and $0.1 million for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $0.2 million . As a result of this acquisition, the Company recorded $0.8 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Lakeview Systems (“Lakeview”). On December 29, 2014 , the Company acquired certain assets of Lakeview’s New Hampshire programs for $8.0 million . Lakeview provides community-based residential services for individuals with brain injuries. The Company acquired $6.7 million of identifiable intangible assets which included $6.0 million of agency contracts with a weighted average useful life of 12 years , $0.7 million of licenses and permits with a weighted average useful life of 10 years , and $31 thousand for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $48 thousand . As a result of this acquisition, the Company recorded $1.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Cassell & Associates LLC ("Cassell"). On January 13, 2015 , the Company acquired the assets of Cassell's Michigan programs for $24.3 million , including $6.1 million of contingent consideration. The terms of the acquisition agreement require the Company to pay an earn-out upon successfully meeting certain revenue and EBITDA targets through February 2017. The earn-out obligation was settled through two payments of $4.7 million and $2.3 million during the years ended September 30, 2017 and 2016, respectively. Cassell provides non-residential therapeutic vocational services to individuals recovering from brain injuries in the state of Michigan. The Company acquired $11.6 million of identifiable intangible assets which included $10.3 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of non-compete/non-solicit agreement with a useful life of 5 years , and $1.1 million of trade names with a useful life of 5 years . In addition, the Company acquired total tangible assets of $37 thousand . As a result of this acquisition, the Company recorded $12.6 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Comprehensive Professional Services ("CPS"). On March 23, 2015 , the Company acquired the assets of CPS's Michigan programs for $1.3 million . CPS provides community-based, residential services for individuals with brain injuries. The Company acquired $0.9 million of identifiable intangible assets which included $0.7 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of licenses and permits with a weighted average useful life of 10 years , $5 thousand for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $19 thousand . As a result of this acquisition, the Company recorded $0.4 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Snug Harbor Home Health, Inc. ("Snug Harbor"). On April 1, 2015 , the Company acquired the assets of Snug Harbor for $1.0 million . Snug Harbor provides home and community-based services to individuals with intellectual and/or developmental disabilities. The Company acquired $0.9 million of agency contracts with a weighted average useful life of 12 years . In addition, the Company acquired total tangible assets of $28 thousand . As a result of this acquisition, the Company recorded $34 thousand of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Heritage Residential Services, Inc. ("Heritage"). On April 30, 2015 , the Company acquired the assets of Heritage for $2.2 million . Heritage provides residential and related services to individuals with intellectual and/or developmental disabilities. The Company acquired $1.3 million of identifiable intangible assets which included $1.1 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of licenses and permits with a weighted average useful life of 10 years , and $22 thousand of trade names with a useful life of 1 year . As a result of this acquisition, the Company recorded $0.9 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Visions of N.E.W., LLC ("Visions of N.E.W."). On April 30, 2015 , the Company acquired the assets of Visions of N.E.W. for $3.0 million . Visions of N.E.W. provides residential, transportation, job coaching, supportive care and similar services to individuals with developmental disabilities. The Company acquired $2.2 million of identifiable intangible assets which included $1.8 million of agency contracts with a weighted average useful life of 12 years , and $0.4 million of licenses and permits with a weighted average useful life of 10 years . In addition, the Company acquired total tangible assets of $0.1 million . As a result of this acquisition, the Company recorded $0.7 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Other Acquisitions. During fiscal 2015, the Company acquired the assets of Kessel Group Home, Inc ("Kessel"), Individual Expressions, Inc ("Individual Expressions"), and Georgia Rehabilitation Institute, Inc at Harison Heights ("Harison Heights"). Kessel and Individual Expressions are in the business of providing group home and related services to individuals with developmental disabilities and are included in our I/DD segment. Harison Heights is engaged in the business of providing assisted living, supported living or transitional living services to individuals with brain injuries, neuromuscular disorders, spinal cord injuries and similar conditions and is included in our SRS segment. Total cash consideration for these companies was $0.6 million of which $0.4 million was recorded for identifiable intangible assets, $0.2 million was recorded for goodwill and $48 thousand was recorded for tangible assets. The Company's consolidated statement of income for the year ended September 30, 2015 included revenue totaling $25.2 million related to these businesses. The Company has not disclosed income from operations because it is immaterial. Proforma Results of Operations (unaudited) The following table reflects the unaudited pro forma results of operations for fiscal 2017 , 2016 , and 2015 assuming that the acquisitions made during fiscal 2017 , 2016 , and 2015 had occurred on October 1, 2015, 2014 and 2013, respectively. (in thousands) Year Ended Year ended September 30, 2016 Year ended September 30, 2015 Net revenue $ 1,534,532 $ 1,507,342 $ 1,429,166 Net income 12,058 19,254 9,779 The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the acquisitions occurred as of October 1, 2015, 2014 and 2013, or the results that may be achieved in future periods. |
Proforma Results of Operations
Proforma Results of Operations (unaudited) | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Proforma Results of Operations | Business Combinations The operating results of the businesses acquired are included in the consolidated statements of income from the date of acquisition. The Company accounted for these acquisitions under the acquisition method and, as a result, the purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess of the purchase price over the estimated fair value of net tangible assets was allocated to specifically identified intangible assets, with the residual being allocated to goodwill. Fiscal 2017 Acquisitions During the year ended September 30, 2017 , the Company acquired the assets or equity interests of 11 companies for total cash consideration of $82.1 million , net of $0.5 million of cash acquired. The following table summarizes the recognized amounts of identifiable net assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Other Assets, Net Total Identifiable Assets Goodwill Purchase Consideration Loma Linda $ 2,225 $ 33 $ 2,258 $ 483 $ 2,741 Rainbow ADH 13,260 1,497 14,757 9,852 24,609 JLH 1,301 60 1,361 136 1,497 Mi Casa 2,960 59 3,019 1,921 4,940 Harbor Rehab 1,642 — 1,642 461 2,103 Brockton Stoughton ADH 4,000 195 4,195 2,055 6,250 Country Life 6,177 72 6,249 3,156 9,405 HSI 18,860 1,539 20,399 9,569 29,968 Other acquisitions 432 138 570 8 578 Total $ 50,857 $ 3,593 $ 54,450 $ 27,641 $ 82,091 Loma Linda Management Company, Inc. ("Loma Linda") . On January 31, 2017 , the Company acquired the assets of Loma Linda for $2.7 million . Loma Linda is located in California and provides adult day health and community integration services to individuals with developmental disabilities and other special needs. The Company acquired $2.2 million of identifiable intangible assets which included approximately $1.7 million of agency contracts with a weighted average useful life of 12 years. As a result of the acquisition, the Company recorded $0.5 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Rainbow Adult Day Health ("Rainbow ADH") . On March 1, 2017 , the Company acquired the assets of Rainbow ADH for $24.6 million . Rainbow ADH is located in Maryland and provides adult day health services. The Company acquired $13.3 million of identifiable intangible assets which included $11.3 million of agency contracts with a weighted average useful life of 12 years, $2.0 million of licenses and permits with a weighted average useful life of 10 years. In addition, the Company acquired total tangible assets of $1.5 million , consisting primarily of vehicles. As a result of this acquisition, the Company recorded $9.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. JLH Enterprises, Chippewa Valley, Inc ("JLH") . On June 1, 2017 , the Company acquired the assets of JLH for $1.5 million . JLH is located in Wisconsin and is engaged in the business of providing residential services, supported living services, day program services and similar services to individuals with developmental disabilities and similar conditions. The Company acquired $1.3 million of identifiable intangible assets, all of which were agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.1 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Mi Casa es Su Casa, Inc. ("Mi Casa") . On June 9, 2017 , the Company acquired the assets of Mi Casa for $4.9 million . Mi Casa is located in New Jersey and provides adult day health services. The Company acquired $3.0 million of identifiable intangible assets which included $2.5 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $1.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Harbor Rehabilitation, LLC ("Harbor Rehab") . On June 12, 2017 , the Company acquired the assets of Harbor Rehab for $2.1 million . Harbor Rehab is located in Michigan and provides physical therapy, rehabilitation and related services to individuals with injuries or impairments. The Company acquired $1.6 million of identifiable intangible assets which included $1.1 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.5 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Brockton and Stoughton Adult Medical Day Care Center, Inc. ("Brockton Stoughton ADH") . On June 26, 2017 , the Company acquired the assets of Brockton Stoughton ADH for $6.3 million . Brockton Stoughton ADH is located in Massachusetts and provides adult day health services. The Company acquired $4.0 million of identifiable intangible assets which included $3.4 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $2.1 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Country Life Care Centers, Inc. ("Country Life") . On July 1, 2017 , the Company acquired the assets of Country Life for $9.4 million . Country Life is located in Utah and is engaged in the business of operating a rehabilitation and sub-acute care facility that provides short-term and long-term medical care for people after a catastrophic injury or illness or with chronic medical conditions. The Company acquired $6.2 million of identifiable intangible assets which included $4.8 million of agency contracts with a weighted average useful life of 11 years. As a result of this acquisition, the Company recorded $3.2 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Habilitative Services, Inc. ("HSI"). On September 29, 2017 , the Company acquired all of the outstanding capital stock of HSI and two related companies for $30.0 million . HSI is located in Minnesota and is engaged in the business of providing residential or supported living services and other services to individuals with developmental disabilities, traumatic brain injuries or mental illness. The Company acquired $18.9 million of identifiable intangible assets which included $14.7 million of agency contracts with a weighted average useful life of 12 years, and $4.1 million of licenses and permits with a weighted average useful life of 10 years. The Company also acquired $1.5 million of other assets, net of liabilities, consisting primarily of accounts receivable and fixed assets. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $9.6 million of goodwill in the I/DD segment, which is not expected to be deductible for tax purposes. Other Acquisitions. During fiscal 2017, the Company acquired the assets of Hope Homes, Inc. ("Hope Homes"), Res-Care Wisconsin, Inc. ("RC"), and Micki's Creative Option, Inc. ("Micki's"). Hope Homes provides residential and day program services for individuals with developmental disabilities in Ohio, RC provides adult family home residential services to elderly individuals in Wisconsin, and Micki's provides group home services, supported living services and related services to individuals with intellectual and developmental disabilities in Ohio. These acquisitions are included in our I/DD segment. Total cash consideration for these companies was $0.6 million . The Company's consolidated statement of income for the year ended September 30, 2017 included revenue totaling approximately $18.2 million from the acquisition date of each respective acquisition. The Company has not disclosed income from operations because it is immaterial. Fiscal 2016 Acquisitions During the fiscal year ended September 30, 2016 , the Company acquired certain assets of 12 companies for total cash consideration of $45.2 million . The following table summarizes the recognized amounts of identifiable assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Tangible Assets Total Identifiable Assets Goodwill Purchase Consideration Mother's Touch $ 2,741 $ 9 $ 2,750 $ 650 $ 3,400 Winways 619 29 648 108 756 Triumph 2,335 — 2,335 265 2,600 Brighton Worcester ADH 10,600 363 10,963 2,677 13,640 TLC Duluth 7,132 26 7,158 1,342 8,500 Maryland ADH 7,680 769 8,449 3,835 12,284 Eagle Crest 1,698 — 1,698 302 2,000 CRM 934 87 1,021 119 1,140 RHD 18 43 61 — 61 Learning Services 100 — 100 — 100 Pine Grove 407 — 407 93 500 Milne 210 5 215 — 215 Total $ 34,474 $ 1,331 $ 35,805 $ 9,391 $ 45,196 Mother's Touch, LLC ("Mother's Touch") . On November 30, 2015 , the Company acquired the assets of Mother's Touch for $3.4 million . Mother's Touch is located in Indiana and provides residential and community-based services to individuals with developmental disabilities. The Company acquired $2.7 million of identifiable intangible assets which included approximately $2.7 million of agency contracts with a weighted average useful life of 12 years. As a result of the acquisition, the Company recorded $0.7 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Winways, LLC ("Winways") . On December 31, 2015 , the Company acquired the assets of Winways for $0.8 million . Winways is located in California and provides residential and day treatment services to individuals with traumatic brain injuries, neurological illnesses and similar conditions. The Company acquired $0.6 million of identified intangible assets which included $0.5 million of agency contracts with a weighted average useful life of 12 years. As a result of this acquisition, the Company recorded $0.1 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Triumph Rehabilitation, LLC ("Triumph") . On February 1, 2016 , the Company acquired the assets of Triumph for $2.6 million . Triumph is located in Michigan and provides physical therapy, rehabilitation and related services to individuals with traumatic brain injuries, neurological illnesses, and similar conditions. The Company acquired $2.3 million of identifiable intangible assets which included $2.2 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Brighton Worcester Massachusetts Adult Day Health, Inc. ("Brighton Worcester ADH"). On February 1, 2016 the Company acquired the assets of Brighton Worcester ADH for $13.6 million . Brighton Worcester ADH is located in Massachusetts and provides nursing and health oversight, medication management, therapy services, nutritional and dietary services, counseling and case management to elders. The Company acquired $10.6 million of identifiable intangible assets which included $9.9 million of agency contracts with a weighted average useful life of 12 years and $0.7 million of tradenames with a weighted average useful life of 5 years . As a result of this acquisition, the Company recorded $2.7 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Tender Loving Care Duluth, LLC ("TLC Duluth") . On February 29, 2016 , the Company acquired the assets of TLC Duluth for $8.5 million . TLC Duluth is located in Minnesota and provides full-time services in the community residential setting for individuals with developmental disabilities, traumatic brain injuries or mental illness. The Company acquired $7.1 million of identifiable intangible assets which included $6.2 million of agency contracts with a weighted average useful life of 12 years and $0.9 million of licenses and permits with a weighted average useful life of 10 years . As a result of this acquisition, the Company recorded $1.3 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Maryland Adult Day Health, Inc. ("Maryland ADH"). On March 14, 2016 , the Company acquired the assets of Maryland ADH for $12.3 million . Maryland ADH is located in Maryland and provides adult day health care services to the Medicaid eligible elderly population. The Company acquired $7.7 million of identifiable intangible assets which included $6.7 million of agency contracts with a weighted average useful life of 12 years and $1.0 million of tradenames with a weighted average useful life of 5 years . In addition, the Company acquired total tangible assets, consisting primarily of vehicles, of $0.8 million . As a result of this acquisition, the Company recorded $3.8 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes. Eagle Crest Center, LLC ("Eagle Crest"). On March 15, 2016 , the Company acquired the assets of Eagle Crest for $2.0 million . Eagle Crest is located in California and provides skilled nursing services and related services to individuals with traumatic brain injuries, spinal cord injuries, neuro-muscular or congenital anomalies, and similar conditions. The Company acquired $1.7 million of identifiable intangible assets which included $1.4 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. CRM Habilitative Services, Inc. ("CRM"). On March 31, 2016 , the Company acquired the assets of CRM for $1.1 million . CRM is located in Pennsylvania and provides group home services and day program services and related services to individuals with intellectual and developmental disabilities. The Company acquired $0.9 million of identifiable intangible assets which included $0.8 million of agency contracts with a weighted average useful life of 12 years . As a result of this acquisition, the Company recorded $0.1 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Other acquisitions. During fiscal 2016, the Company acquired the assets of Resources for Human Development ("RHD"), Learning Services, Inc. ("Learning Services"), Pine Grove Habilitation Center ("Pine Grove"), and Alexander Milne Developmental Services ("Milne"). RHD, Pine Grove and Milne are in the business of providing residential group home services to individuals with developmental disabilities and similar conditions and is included in our I/DD segment. Learning Services is engaged in the business of providing supported living and rehabilitation services for individuals with acquired brain injuries and similar conditions and is included in our SRS segment. Total cash consideration for these companies was $0.9 million . The Company's consolidated statement of income for the year ended September 30, 2016 included revenue totaling approximately $27.6 million . The Company has not disclosed income from operations because it is immaterial. Fiscal 2015 Acquisitions During the fiscal year ended September 30, 2015, the Company acquired certain assets of 10 companies for total fair value consideration of $44.8 million , including $6.1 million of contingent consideration. The following table summarizes the recognized amounts of identifiable assets acquired assumed at the date of the acquisition: (in thousands) Identifiable Tangible Assets Total Identifiable Goodwill Purchase Consideration Capstone $ 3,539 $ 178 $ 3,717 $ 758 $ 4,475 Lakeview 6,664 48 6,712 1,272 7,984 Cassell 11,600 37 11,637 12,633 24,270 CPS 876 19 895 355 1,250 Snug Harbor 938 28 966 34 1,000 Heritage 1,252 — 1,252 945 2,197 Visions of N.E.W. 2,240 122 2,362 663 3,025 Other acquisitions 361 48 409 228 637 Total $ 27,470 $ 480 $ 27,950 $ 16,888 $ 44,838 Capstone Services, LLC (“Capstone”). On October 31, 2014 , the Company acquired the assets of Capstone for $4.5 million . Capstone is located in Minnesota and provides residential and home-based supportive living services to individuals with developmental disabilities. The Company acquired $3.5 million of identifiable intangible assets which included $2.6 million of agency contracts with a weighted average useful life of 12 years , $0.8 million of licenses and permits with a weighted average useful life of 10 years , and $0.1 million for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $0.2 million . As a result of this acquisition, the Company recorded $0.8 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Lakeview Systems (“Lakeview”). On December 29, 2014 , the Company acquired certain assets of Lakeview’s New Hampshire programs for $8.0 million . Lakeview provides community-based residential services for individuals with brain injuries. The Company acquired $6.7 million of identifiable intangible assets which included $6.0 million of agency contracts with a weighted average useful life of 12 years , $0.7 million of licenses and permits with a weighted average useful life of 10 years , and $31 thousand for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $48 thousand . As a result of this acquisition, the Company recorded $1.3 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Cassell & Associates LLC ("Cassell"). On January 13, 2015 , the Company acquired the assets of Cassell's Michigan programs for $24.3 million , including $6.1 million of contingent consideration. The terms of the acquisition agreement require the Company to pay an earn-out upon successfully meeting certain revenue and EBITDA targets through February 2017. The earn-out obligation was settled through two payments of $4.7 million and $2.3 million during the years ended September 30, 2017 and 2016, respectively. Cassell provides non-residential therapeutic vocational services to individuals recovering from brain injuries in the state of Michigan. The Company acquired $11.6 million of identifiable intangible assets which included $10.3 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of non-compete/non-solicit agreement with a useful life of 5 years , and $1.1 million of trade names with a useful life of 5 years . In addition, the Company acquired total tangible assets of $37 thousand . As a result of this acquisition, the Company recorded $12.6 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Comprehensive Professional Services ("CPS"). On March 23, 2015 , the Company acquired the assets of CPS's Michigan programs for $1.3 million . CPS provides community-based, residential services for individuals with brain injuries. The Company acquired $0.9 million of identifiable intangible assets which included $0.7 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of licenses and permits with a weighted average useful life of 10 years , $5 thousand for a non-compete/non-solicit agreement with a useful life of 5 years . In addition, the Company acquired total tangible assets of $19 thousand . As a result of this acquisition, the Company recorded $0.4 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes. Snug Harbor Home Health, Inc. ("Snug Harbor"). On April 1, 2015 , the Company acquired the assets of Snug Harbor for $1.0 million . Snug Harbor provides home and community-based services to individuals with intellectual and/or developmental disabilities. The Company acquired $0.9 million of agency contracts with a weighted average useful life of 12 years . In addition, the Company acquired total tangible assets of $28 thousand . As a result of this acquisition, the Company recorded $34 thousand of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Heritage Residential Services, Inc. ("Heritage"). On April 30, 2015 , the Company acquired the assets of Heritage for $2.2 million . Heritage provides residential and related services to individuals with intellectual and/or developmental disabilities. The Company acquired $1.3 million of identifiable intangible assets which included $1.1 million of agency contracts with a weighted average useful life of 12 years , $0.2 million of licenses and permits with a weighted average useful life of 10 years , and $22 thousand of trade names with a useful life of 1 year . As a result of this acquisition, the Company recorded $0.9 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Visions of N.E.W., LLC ("Visions of N.E.W."). On April 30, 2015 , the Company acquired the assets of Visions of N.E.W. for $3.0 million . Visions of N.E.W. provides residential, transportation, job coaching, supportive care and similar services to individuals with developmental disabilities. The Company acquired $2.2 million of identifiable intangible assets which included $1.8 million of agency contracts with a weighted average useful life of 12 years , and $0.4 million of licenses and permits with a weighted average useful life of 10 years . In addition, the Company acquired total tangible assets of $0.1 million . As a result of this acquisition, the Company recorded $0.7 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes. Other Acquisitions. During fiscal 2015, the Company acquired the assets of Kessel Group Home, Inc ("Kessel"), Individual Expressions, Inc ("Individual Expressions"), and Georgia Rehabilitation Institute, Inc at Harison Heights ("Harison Heights"). Kessel and Individual Expressions are in the business of providing group home and related services to individuals with developmental disabilities and are included in our I/DD segment. Harison Heights is engaged in the business of providing assisted living, supported living or transitional living services to individuals with brain injuries, neuromuscular disorders, spinal cord injuries and similar conditions and is included in our SRS segment. Total cash consideration for these companies was $0.6 million of which $0.4 million was recorded for identifiable intangible assets, $0.2 million was recorded for goodwill and $48 thousand was recorded for tangible assets. The Company's consolidated statement of income for the year ended September 30, 2015 included revenue totaling $25.2 million related to these businesses. The Company has not disclosed income from operations because it is immaterial. Proforma Results of Operations (unaudited) The following table reflects the unaudited pro forma results of operations for fiscal 2017 , 2016 , and 2015 assuming that the acquisitions made during fiscal 2017 , 2016 , and 2015 had occurred on October 1, 2015, 2014 and 2013, respectively. (in thousands) Year Ended Year ended September 30, 2016 Year ended September 30, 2015 Net revenue $ 1,534,532 $ 1,507,342 $ 1,429,166 Net income 12,058 19,254 9,779 The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the acquisitions occurred as of October 1, 2015, 2014 and 2013, or the results that may be achieved in future periods. |
Disposition of Businesses
Disposition of Businesses | 12 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Businesses | Disposition of Businesses As part of a strategic review of our ARY operations, the Company decided to discontinue ARY services in the states of Florida, Louisiana, Indiana, North Carolina and Texas in fiscal 2015. These operations were included in the ARY segment. On December 1, 2015, the Company completed the sale of its ARY operations in the state of North Carolina. As consideration, the buyer assumed our lease and service delivery obligations in exchange for the assets of the business, excluding working capital items, and a cash payment of $1.3 million to the buyer. Upon the completion of the sale, the Company recorded a loss of $1.3 million . The closures of the ARY operations in Florida and Louisiana were complete as of December 31, 2015 and the closures of our ARY operations in Indiana and Texas were completed in January 2016. During fiscal 2016, the Company recorded cash charges of approximately $2.0 million , consisting of severance costs of $0.5 million and lease termination costs of $1.5 million . The Company assessed the disposal group under the guidance of ASU 2014-08, Discontinued Operations and Disclosures of Disposals of Components of an Entity and concluded that the closure of the disposal group does not represent a "strategic shift" and therefore has not been classified as discontinued operations for any of the periods presented. However, the Company has concluded that the disposal group was an individually significant disposal group. There were no operating results for the disposal group during the year ended September 30, 2017 . Pretax losses for this disposal group were $5.6 million and $13.9 million for the fiscal years ended September 30, 2016 and 2015, respectively. Pretax losses for the year ended September 30, 2016 included exit costs of $2.0 million disclosed above. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill As a result of recent changes in the Company's organizational structure, which took effect on October 1, 2016, the Company now has three reportable business segments: the I/DD segment, the SRS segment and the ARY segment. The ADH operating segment, which was previously aggregated in the Human Services segment, is included in Corporate and Other. For more information refer to Note 19, "Segment Information." The changes in goodwill for the fiscal years ended September 30, 2017 and 2016 are as follows (in thousands): I/DD SRS ARY Corporate/Other Total Balance as of September 30, 2015 $ 101,951 $ 81,234 $ 73,464 $ 17,871 $ 274,520 Goodwill acquired through acquisitions 2,204 675 — 6,512 9,391 Impairment — — — (10,251 ) (10,251 ) Balance as of September 30, 2016 104,155 81,909 73,464 14,132 273,660 Impact of segment change (1) 44,980 — (44,980 ) — — Acquisition adjustments (17 ) — — 10 (7 ) Goodwill acquired through acquisitions 10,198 3,616 — 13,827 27,641 Impairment — — — (27,969 ) (27,969 ) Balance as of September 30, 2017 $ 159,316 $ 85,525 $ 28,484 $ — $ 273,325 (1) In the fourth quarter of fiscal 2017, the Company corrected the estimates used to determine the allocation of goodwill in connection with the segment change as of October 1, 2016. As a result, an additional $9.7 million was allocated to the I/DD reporting unit compared to the allocation amount previously reported in fiscal 2017. Total segment assets have been updated from previously reported amounts for this change. As a result of segment and reporting unit changes, which are described in Note 19, the Company allocated goodwill between the new reporting units based on the relative fair values, resulting in an allocation of $45.0 million . The Company estimated the fair value of the new reporting units using the income approach. The income approach is based on a discounted cash flow analysis and calculates the fair value of a reporting unit by estimating the after–tax cash flows attributable to a reporting unit and then discounting them to a present value using a risk-adjusted discount rate. In the discounted cash flow analysis, cash flows for the new reporting units were forecasted for each of the next ten years and a long term growth rate was applied to the final year of the forecasted cash flows to estimate terminal value. The cash flows were then discounted to a present value using a risk-adjusted discount rate. The discount rates, which are intended to reflect the risks inherent in future cash flow projections used in the discounted cash flow analysis, are based on estimates of the weighted average costs of capital of market participants relative to each respective reporting unit. This change in the Company's I/DD and ARY reporting units was considered a triggering event that indicated a test for goodwill impairment was necessary as of October 1, 2016. The Company completed impairment tests for these reporting units as of October 1, 2016 and it was determined that the carrying value of goodwill was not impaired as the fair value of the reporting units significantly exceeded the carrying value. Annual Goodwill Impairment Testing The Company tests goodwill at least annually for possible impairment. Accordingly, the Company completes the annual testing of impairment for goodwill on July 1st of each fiscal year. In addition to its annual test, the Company regularly evaluates whether events or circumstances have occurred that may indicate a potential impairment of these assets. The Company has elected to bypass the qualitative assessments and proceed directly to the quantitative test. The Company utilizes the income approach, specifically the discounted cash flow method, to estimate the fair value of its reporting units when testing for impairment of goodwill. A number of significant assumptions and estimates are involved in the application of the income approach to forecast operating cash flows, including revenue growth, tax rates, capital spending, discount rate and working capital changes. These inputs are not observable in the market and represent Level 3 inputs within the fair value hierarchy. Cash flow forecasts are based on business unit operating plans and historical relationships. The income approach is sensitive to changes in long-term terminal growth rates and the discount rate. The discount rate was selected based on the estimated rate of return as well as time value of money. As mentioned in Note 2, the Company early adopted ASU 2017-04 as of July 1, 2017, which eliminated Step 2 from the goodwill impairment test. The Company conducted Step 1of the annual goodwill impairment test as of July 1, 2017, which indicated that the fair value of the ADH reporting unit, that is included within Corporate and Other, was less than its carrying value. Based on the guidance in ASU 2017-04, the Company recognized an impairment charge for the amount by which the carrying amount exceeded the reporting unit’s fair value. The $28.0 million impairment charge is included in Goodwill and intangible asset impairment in the consolidated statement of income for the year ended September 30, 2017 . The goodwill impairment was attributable to a reduction in the profit projections of the core ADH business and a decrease in the forecasted contributions from future new start programs as compared to the prior year's projections. Prior to adoption of ASU 2017-04, our annual impairment analysis as of July 1, 2016 indicated that the Step 2 analysis was necessary for the ADH reporting unit, that is included within Corporate/Other, as the carrying value exceeded the fair value of the reporting unit. Step 2 of the goodwill test is performed to measure the impairment loss. Step 2 requires that the implied fair value of the reporting unit goodwill be compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess. After performing Step 2, it was determined that the implied value of goodwill was less than the carrying amount, resulting in an impairment charge of $10.3 million that is included in Goodwill and intangible asset impairment in the consolidated statement of income for the year ended September 30, 2016. The impairment was driven by higher than anticipated operating costs in recently acquired businesses that have negatively affected the reporting unit's projected operating margins. The Company completed Step 1 for its other reporting units as of July 1, 2017 and 2016 and concluded that there was no goodwill impairment. Additionally, the Company performed its annual impairment testing for its reporting units as of July 1, 2015 and concluded based on the first step of the process that there was no goodwill impairment. Intangible Assets Intangible assets consist of the following as of September 30, 2017 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 540,826 $ 290,687 $ 250,139 Non-compete/non-solicit 1 year 7,196 5,228 $ 1,968 Relationship with contracted caregivers — 7,521 7,521 $ — Trade names 2 years 7,138 4,779 $ 2,359 Trade names (indefinite life) — 42,400 — $ 42,400 Licenses and permits 3 years 58,443 42,234 $ 16,209 $ 663,524 $ 350,449 $ 313,075 Intangible assets consist of the following as of September 30, 2016 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 499,652 $ 257,104 $ 242,548 Non-compete/non-solicit 2 years 6,438 4,432 2,006 Relationship with contracted caregivers — 7,521 7,505 16 Trade names 2 years 6,516 4,014 2,502 Trade names (indefinite life) — 45,800 — 45,800 Licenses and permits 2 years 49,773 40,416 9,357 $ 615,700 $ 313,471 $ 302,229 For fiscal years ended 2017 , 2016 and 2015 , the amortization expense for continuing operations was $37.0 million , $38.1 million and $38.7 million , respectively. Annual Indefinite Life Impairment Testing The Company tests indefinite-lived intangible assets at least annually for possible impairment. Accordingly, the Company completes the annual testing of impairment for indefinite-lived intangible assets on July 1 of each fiscal year. In addition to its annual test, the Company regularly evaluates whether events or circumstances have occurred that may indicate a potential impairment of these assets. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized. The Company has consistently employed the relief from royalty model to estimate the current fair value when testing for impairment of indefinite-lived intangible assets. In addition, the Company evaluates the remaining useful life of its indefinite-lived intangible assets at least each reporting period to determine whether events or circumstances continue to support an indefinite useful life. If events or circumstances indicate that the useful lives of indefinite-lived intangible assets are no longer indefinite, the assets will be tested for impairment. The Company performed its annual impairment testing as of July 1, 2017 , 2016 and 2015 and concluded that there is no impairment to its indefinite lived trade names. During the fourth quarter of fiscal 2017, the Company concluded that the useful lives of the indefinite-lived ADH trade names are no longer indefinite as a result of the Company's decision to phase in one national brand name for this business. The Company performed an impairment test using the relief from royalty model over the remaining useful life of one year. The impairment test indicated that the $3.4 million carrying value of the indefinite-lived ADH trade names exceeded its fair value, resulting in an impairment charge of $3.0 million which is included in Goodwill and intangible asset impairment in the consolidated statement of income for the year ended September 30, 2017. The remaining net book value of $0.4 million will be amortized over the remaining useful life of one year. Long-Lived Impairment Testing The Company reviews long-lived tangible and intangible assets for impairment when events or circumstances have occurred that indicate the estimated useful life of these assets may warrant revision or that the carrying amount of these assets may be impaired. During the fiscal years ended September 30, 2017 and 2016, the Company concluded it had a triggering event requiring assessment of impairment for certain long-lived assets held by ADH due to the impairment of goodwill. The Company estimated the future net undiscounted cash flows and compared them to the carrying amount of the assets. Based on this assessment the Company concluded that the assets are recoverable as the undiscounted cash flows exceeded the carrying amount, therefore; an impairment does not exist at September 30, 2017 and 2016. During the fiscal year ended September 30, 2015, the Company decided to discontinue ARY services in the states of Illinois, Florida, Louisiana, Indiana, North Carolina and Texas. As a result, the Company determined certain assets were impaired and recorded impairment charges of $0.4 million for relationships with contracted caregivers, $9.8 million for agency contracts, and $0.2 million of other intangibles. The total impairment charge of $10.4 million is included in depreciation and amortization expense for fiscal year ended September 30, 2015. See Note 6 for more information on these divestitures. The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows: Year Ending September 30, (In thousands) 2018 $ 40,940 2019 39,512 2020 38,415 2021 35,007 2022 33,236 Thereafter 83,565 $ 270,675 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following as of September 30 (in thousands): 2017 2016 Buildings, building improvements and land $ 126,497 $ 125,604 Vehicles 76,677 66,421 Computer hardware and software 35,863 33,053 Leasehold improvements 97,476 83,533 Furniture and fixtures 19,530 18,148 Office and telecommunication equipment 7,613 6,236 Software for internal use 6,129 4,608 Construction in progress 3,181 2,472 372,966 340,075 Less accumulated depreciation (189,628 ) (165,067 ) Property and equipment, net $ 183,338 $ 175,008 For fiscal years ended 2017 , 2016 and 2015 , depreciation expense for continuing operations was $38.7 million , $34.9 million and $32.8 million , respectively, and depreciation expense for discontinued operations was $0 , $38 thousand and $0.1 million , respectively. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Certain Balance Sheet Accounts | Certain Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following as of September 30 (in thousands): 2017 2016 Prepaid business expense $ 3,827 $ 3,283 Prepaid insurance 279 524 Anticipated insurance recoveries 7,291 8,067 Other 1,601 8,967 Prepaid expenses and other current assets $ 12,998 $ 20,841 Other Accrued Liabilities Other accrued liabilities consist of the following as of September 30 (in thousands): 2017 2016 Accrued insurance $ 19,328 $ 19,374 Overpayments 1,752 1,459 Due to third party payors 6,942 6,601 Accrued professional services 3,225 2,028 Accrued interest 166 86 Other 10,871 22,132 Other accrued liabilities $ 42,284 $ 51,680 Other Long-Term Liabilities Other long-term liabilities consist of the following as of September 30 (in thousands): 2017 2016 Accrued self-insurance reserves $ 55,096 $ 60,080 Other 21,985 21,386 Other long-term liabilities $ 77,081 $ 81,466 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following as of September 30 (in thousands): 2017 2016 Term loan principal; principal and interest are due in quarterly installments through January 31, 2021 $ 632,476 $ 639,030 Original issue discount on term loan, net of accumulated amortization (901 ) (1,178 ) Deferred financing costs, net of accumulated amortization (5,122 ) (5,890 ) 626,453 631,962 Less current portion 6,554 6,554 Long-term debt $ 619,899 $ 625,408 As of September 30, 2017 and 2016 , the Company did not have any borrowings under the senior revolver. Senior Secured Credit Facilities As of September 30, 2017, NMHI's senior credit agreement (the “senior credit agreement”), as amended, governs a $655.0 million ( $730.0 million after giving effect to the $75.0 million incremental term loan funded on October 25, 2017) Tranche B term loan facility (the “term loan facility”), of which $50.0 million was deposited in a cash collateral account in support of the issuance of letters of credit under an institutional letter of credit facility (the “institutional letter of credit facility”), and a $120.0 million senior secured revolving credit facility (the “senior revolver”). The term loan facility matures on January 31, 2021 and the senior revolver matures on January 31, 2019, except as further discussed in Note 24. All of the obligations under the senior secured credit facilities are guaranteed by NMHH and the subsidiary guarantors named therein. The senior credit agreement provides that NMHI may make one or more offers to the lenders, and consummate transactions with individual lenders that accept the terms contained in such offers, to extend the maturity date of the lender’s term loans and/or revolving commitments, subject to certain conditions, and any extended term loans or revolving commitments will constitute a separate class of term loans or revolving commitments. On May 25, 2017, NMHI entered into Amendment No. 5 to its senior credit agreement (the "repricing amendment"). Under the terms of the repricing amendment, the applicable interest margin for the term loan facility under the senior credit agreement decreased by 25 basis points for both alternate base rate ("ABR") borrowings and Eurodollar borrowings, and reduced the Eurodollar floor by 25 basis points. The repricing amendment also reset the period during which a 1.0% prepayment premium may be required for a repricing transaction (as defined in the senior credit agreement) until May 25, 2018. The senior revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the “swingline loans.” Any issuance of letters of credit or borrowing on a swingline loan will reduce the amount available under the senior revolver. As of September 30, 2017 , NMHI had no borrowings under the senior revolver, $47.4 million of letters of credit issued under the institutional letter of credit facility and $2.9 million of standby letters of credit under the senior revolver. As a result of the repricing amendment, borrowings under the term loan facility bear interest, at our option, at: (i) an alternate base rate ("ABR") equal to the greater of (a) the prime rate of Barclays Bank PLC, (b) the federal funds rate plus 1/2 of 1.0% , and (c) the Eurodollar rate for an interest period of one-month plus 100 basis points (provided that the ABR applicable to the term loan facility will not be less than 2.00% per annum), plus 2.00% ; or (ii) the Eurodollar rate (provided that the Eurodollar rate applicable to the term loan facility will not be less than 0.75% per annum), plus 3.00% . Borrowings under the revolving and swingline loans bear interest at our option at (i) an alternate base rate equal to the greater of (a) the prime rate of Barclays Bank PLC, (b) the federal funds rate plus 1/2 of 1.0% , and (c) the Eurodollar rate for an interest period of one-month plus 100 basis points (provided that the ABR applicable to the term loan facility will not be less than 2.00% per annum), plus 2.25% ; or (ii) the Eurodollar rate (provided that the Eurodollar rate applicable to the term loan facility will not be less than 0.75% per annum), plus 3.25% . NMHI is also required to pay a commitment fee to the lenders under the senior revolver at an initial rate of 0.50% of the average daily unutilized commitments thereunder. NMHI must also pay customary letter of credit fees. The senior credit agreement requires NMHI to make mandatory prepayments, subject to certain exceptions, on a percentage of NMHI's annual Excess Cash Flow, as defined in the senior credit agreement. NMHI determines whether or not a mandatory prepayment is required at the end of each fiscal year. NMHI was not required to make a prepayment for the fiscal year ended September 30, 2017 . Senior Notes During fiscal 2015, NMHI redeemed the remaining $212.0 million of senior notes. The redemption price of the senior notes was 106.25% of the principal amount redeemed. As a result of the redemptions, NMHI incurred expense of $17.1 million during fiscal 2015 related to deferred financing fees, debt issuance costs and associated call premiums. The expense is reflected in extinguishment of debt in the consolidated statements of income. Covenants The senior credit agreement contains negative covenants, including, among other things, limitations on the Company’s ability to incur additional debt, create liens on assets, transfer or sell assets, pay dividends, redeem stock or make other distributions or investments, and engage in certain transactions with affiliates. The senior credit agreement contains a springing financial covenant. If, at the end of any fiscal quarter, the Company’s outstanding borrowings under the senior revolver exceeds 30% of the commitments thereunder, it is required to maintain at the end of each such fiscal quarter a consolidated first lien leverage ratio of not more than 5.50 to 1.00. This consolidated first lien leverage ratio stepped down to 5.00 to 1.00 in the fiscal quarter ending March 31, 2017. The springing financial covenant was not in effect as of September 30, 2017 as our usage of the senior revolver did not exceed the threshold for that quarter. Derivatives On January 20, 2015, NMHI entered into two interest rate swap agreements in an aggregate notional amount of $375.0 million in order to reduce the variability of cash flows of our variable rate debt. NMHI entered into these interest rate swaps to hedge the risk of changes in the floating rate of interest on borrowings under the term loan. Under the terms of the swaps, NMHI will receive from the counterparty a quarterly payment based on a rate equal to the greater of 3-month LIBOR or 1.00% per annum, and NMHI will make payments to the counterparty based on a fixed rate of 1.795% per annum, in each case on the notional amount of $375.0 million , settled on a net payment basis. The swap agreements expire on March 31, 2020. The fair value of the swap agreements, representing the price that would be received to transfer the liability in an orderly transaction between market participants, was $0.2 million or $0.1 million after taxes at September 30, 2017 , and $6.0 million or $3.6 million after taxes, at September 30, 2016 . The fair value was recorded in Other accrued liabilities on the Company's consolidated balance sheet and was determined based on pricing models and independent formulas using current assumptions. Hedge ineffectiveness, if any, associated with the swap will be reported by the Company in interest expense. The Company did not record any interest expense for ineffectiveness during the years ended September 30, 2017, 2016 and 2015. Annual maturities Annual maturities of the Company’s debt for the fiscal year ended September 30 are as follows: (In thousands) 2018 $ 6,554 2019 6,554 2020 6,554 2021 612,814 Total $ 632,476 Amounts due at any year end may increase as a result of the provision in the senior credit agreement that requires a prepayment of a portion of the outstanding term loan amount if NMHI generates certain levels of cash flow. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders' Equity Common Stock The holders of the Company’s common stock are entitled to receive dividends when and as declared by the Company’s Board of Directors. In addition, the holders of common stock are entitled to one vote per share. Preferred Stock The Company has authorized 50,000,000 shares of $0.01 par value preferred stock. No shares of preferred stock are outstanding. |
Employee Savings and Retirement
Employee Savings and Retirement Plans | 12 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Employee Savings and Retirement Plans | Employee Savings and Retirement Plans The Company has a multi-company plan (the “Plan”) which covers all of its wholly-owned subsidiaries. Under the Plan, employees may contribute a portion of their earnings, which are invested in mutual funds of their choice. After January 1, the Company makes a matching contribution for the previous calendar year on behalf of all participants employed on the last day of the year. This matching contribution vests immediately. In addition, there is a profit sharing feature of the Plan, whereby, at the discretion of management, an allocation may be made to all of the eligible employees in one or more of its business units. Profit sharing contributions vest ratably over three years with forfeitures available to cover plan costs and employer matches in future years. The Company made contributions of $6.2 million , $6.4 million and $7.4 million , for fiscal years 2017 , 2016 and 2015 , respectively. The Company has the following two deferred compensation plans: The National Mentor Holdings, LLC Executive Deferred Compensation Plan The National Mentor Holdings, LLC Executive Deferred Compensation Plan is an unfunded, nonqualified deferred compensation arrangement for senior management, in which the Company contributes to the executive’s account a percentage of the executive’s base compensation. This contribution is made at the end of the year for service rendered during the year. The Company contributed $0.4 million , $0.6 million and $0.6 million for fiscal 2017 , 2016 and 2015 , respectively. The unfunded accrued liability was $3.0 million and $3.1 million as of September 30, 2017 and 2016 , respectively, and was included in other long-term liabilities on the Company’s consolidated balance sheets. The National Mentor Holdings, LLC Executive Deferral Plan The National Mentor Holdings, LLC Executive Deferral Plan, available to highly compensated employees, is a plan in which participants contribute a percentage of salary and/or bonus earned during the year. Employees contributed $1.1 million , $1.3 million and $1.4 million for fiscal 2017 , 2016 and 2015 , respectively. The accrued liability related to this plan was $10.4 million and $9.7 million as of September 30, 2017 and 2016 , respectively, and was included in other long-term liabilities on the Company’s consolidated balance sheets. In connection with the National Mentor Holdings, LLC Executive Deferral Plan, the Company has purchased company owned life insurance (“COLI”) policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding the accrued liability. The cash surrender value of the COLI policies was $9.0 million and $8.0 million as of September 30, 2017 and 2016 , respectively, and was included in other assets on the Company’s consolidated balance sheets. Retirement Agreement The Company entered into a retirement agreement with the Company's former Executive Chair, (the “Retirement Agreement”) on August 19, 2015. Pursuant to the Retirement Agreement, the Company expects to pay him the following amounts in connection with his retirement: (i) $800,000 over a period of two years , representing a continuation of his salary, (ii) $48,000 over a period of two years (representing a payment of $2,000 per month for 24 months in lieu of continuing health and welfare benefits) and (iii) $800,000 over the next two years , representing his target annual bonus of 100% of base salary under the incentive compensation plan for two years after his retirement. As of September 30, 2017 , the Company had no accrued liability related to these retirement benefits. As of September 30, 2016 , the accrued liability related to these retirement benefits was $1.4 million . The expense related to the deferred compensation plans and retirement agreement for the fiscal years ended September 30, 2017 , 2016 and 2015 was $1.9 million , $1.6 million and $2.2 million , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Lease Agreements The Company leases several offices, homes and other facilities from its employees, or from relatives of employees, primarily in the states of Minnesota, Wisconsin and Michigan. These leases have various expiration dates extending out as far as September 2024. Related party lease expense was $0.7 million , $0.7 million and $0.8 million for the fiscal years ended September 30, 2017 , 2016 and 2015 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures and reports its financial assets and liabilities on the basis of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy for disclosure has been established to show the extent and level of judgment used to estimate fair value measurements, as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Significant other observable inputs (quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability). Level 3: Significant unobservable inputs for the asset or liability. These values are generally determined using pricing models which utilize management estimates of market participant assumptions. Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain. A description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. The following table set forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2017 . (in thousands) Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities Interest Rate Swap Agreements $ (153 ) $ — $ (153 ) $ — The following table set forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2016 . (in thousands) Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities Interest Rate Swap Agreements $ (5,979 ) $ — $ (5,979 ) $ — Contingent consideration (5,915 ) — — (5,915 ) Interest rate-swap agreements. The Company’s interest rate swap agreements are classified within level 2 of the fair value hierarchy. The fair value of the swap agreements was recorded in current liabilities (under Other accrued liabilities) in the Company’s consolidated balance sheets. The fair value of these agreements was determined based on pricing models and independent formulas using current assumptions that included swap terms, interest rates and forward LIBOR curves and the Company’s credit risk. Contingent Consideration. In connection with the acquisition of Mass Adult Day Health (“Adult Day Health”) in September 2014 and Cassell in January 2015, the Company recorded contingent consideration pertaining to the amounts potentially payable to the former owners upon the businesses achieving certain performance targets. The fair values of the Company's contingent consideration obligations were based on a probability-weighted approach derived from the overall likelihood of achieving certain performance targets. The resultant probability-weighted earn-out payments were discounted using a discount rate based upon the weighted-average cost of capital. The fair value measurement was based on significant inputs not observable in the market, which represent Level 3 inputs within the fair value hierarchy. The valuation of contingent consideration used assumptions the Company believed would be made by a market participant. The Company assessed these estimates on an ongoing basis until settlement as additional data impacting the assumptions is obtained. Increases or decreases in the fair values of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of earn-out criteria and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Changes in the fair value of contingent consideration related to updated assumptions and estimates were recognized in General and administrative expense within the consolidated statements of operations. The Company settled the remaining Adult Day Health and Cassell contingent consideration obligations during the year ended September 30, 2017 for $6.1 million . The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities measured on a recurring basis for fiscal years 2017 and 2016 . (in thousands) Level 3 Inputs Liabilities Balance at September 30, 2015 $ 9,075 Present value accretion (211 ) Fair value adjustments 616 Payments (3,565 ) Balance at September 30, 2016 $ 5,915 Fair value adjustments 194 Payments (6,109 ) Balance at September 30, 2017 $ — As of September 30, 2017 , the Company had no contingent consideration liability. As of September 30, 2016 , the Company had $5.9 million of contingent consideration liabilities, which was reflected in Other accrued liabilities. Items Measured at Fair Value on a Nonrecurring Basis. The Company’s intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. During the year ended September 30, 2017, the Company recorded a $3.0 million impairment charge associated with the indefinite-lived ADH trade names due to the Company's decision to phase in one national brand name for its ADH business unit. See Note 7 for further information about the impairment charge which was recorded in Goodwill and intangible asset impairment in the consolidated statement of income. The impairment charge was determined by comparing the fair value based on the relief from royalty model over the remaining useful life of one year to the assets' carrying value of $3.4 million . During the year ended September 30, 2015, certain intangible assets associated with the at-risk youth business with a carrying value of $10.4 million were written off because the Company determined the assets had no net realizable value. See Note 6 for further information about the decision to discontinue at-risk youth services in Florida, Louisiana, Indiana, North Carolina and Texas. The asset impairment charge of $10.4 million was recorded in Goodwill and intangible asset impairment in the consolidated statement of income. These impairment charges were determined by comparing the fair value based on projected future discounted cash flows to be provided from the intangible assets to the assets' carrying value. There were no other items measured at fair value on a nonrecurring basis during the years ended September 30, 2017, 2016 or 2015. At September 30, 2017 and September 30, 2016, the carrying values of cash, accounts receivable, accounts payable and variable rate debt approximated fair value. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Leases | Leases Operating leases The Company leases office and residential facilities, vehicles and certain office equipment in several locations under operating lease arrangements, which expire at various dates through fiscal 2033 . In addition to base rents presented below, the majority of the leases require payments for additional expenses such as taxes, maintenance and utilities. Certain of the leases contain renewal options at the Company’s option and some have escalation clauses which are recognized as rent expense on a straight line basis. Total rent expense from continuing operations for fiscal 2017 , 2016 and 2015 was $73.5 million , $70.0 million and $65.1 million , respectively. On September 23, 2015, the Company entered into an amendment to its lease agreement for its corporate office. The lease agreement, as amended, expires on July 31, 2024 and the Company has the option to extend the lease term for a period of 5 years . As of September 30, 2017 , the Company had total expected minimum lease commitments of approximately $14.3 million over the lease term. Total rent expense related to this lease was $1.9 million , $1.9 million and $1.7 million for fiscal years 2017 , 2016 and 2015 , respectively. Future minimum lease payments for non-cancellable operating leases for the fiscal years ending September 30 are as follows (in thousands): 2018 $ 67,731 2019 57,408 2020 45,903 2021 36,321 2022 28,372 Thereafter 81,635 $ 317,370 Capital leases The Company leases certain facilities and office equipment under various non-cancellable capital leases that expire at various dates through fiscal 2026 . Assets acquired under capital leases with an original cost of $7.8 million and $7.8 million and related accumulated amortization of $4.0 million and $3.4 million are included in property and equipment, net as of September 30, 2017 and 2016 , respectively. Amortization expense for fiscal years 2017 , 2016 and 2015 was $0.6 million . The following is a schedule of the future minimum lease payments under the capital leases for the fiscal years ending September 30 (in thousands): 2018 $ 1,124 2019 1,124 2020 1,124 2021 1,124 2022 777 Thereafter 1,854 Total minimum lease payments 7,127 Less: Interest payments (2,115 ) $ 5,012 Interest expense on capital leases during fiscal years 2017 , 2016 and 2015 was $0.6 million , $0.6 million , and $0.7 million , respectively. |
Accruals for Self-Insurance
Accruals for Self-Insurance | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Accruals for Self-Insurance | Accruals for Self-Insurance The Company maintains insurance for professional and general liability, workers’ compensation liability, automobile liability and health insurance liabilities that includes self-insured retentions. The Company intends to maintain such coverage in the future and is of the opinion that its insurance coverage is adequate to cover potential losses on asserted claims. Employment practices liability is fully self-insured. The Company records expenses related to claims on an incurred basis, which includes estimates of fully developed losses for both reported and unreported claims. The accruals for the health, workers’ compensation, automobile, and professional and general liability programs are based on analyses performed by management and take into account reports by independent third parties. Accruals are periodically reevaluated and increased or decreased based on new information. The expense related to professional and general liability for the fiscal years ended September 30, 2017 , 2016 and 2015 was $7.2 million , $12.9 million and $10.5 million , respectively. The expense related to employment practices liability for the fiscal years ended September 30, 2017 , 2016 and 2015 was $5.5 million , $0.2 million , and $0.4 million , respectively. For professional and general liability, from October 1, 2014 to September 30, 2015, the Company was self-insured for $4.0 million per claim and $28.0 million in the aggregate. Commencing October 1, 2015, the Company is self-insured for $3.0 million per claim and $28.0 million in the aggregate. For workers’ compensation, the Company has a $350 thousand per claim retention with statutory limits. Automobile liability has a $100 thousand per claim retention, with additional insurance coverage above the retention. The Company purchases specific stop loss insurance as protection against extraordinary claims liability for health insurance claims. Stop loss insurance covers claims that exceed $300 thousand on a per member basis. The Company reports its self-insurance liabilities on a gross basis without giving effect to insurance recoveries. Anticipated insurance recoveries are presented in Prepaid expenses and other current assets and Other assets on the Company’s consolidated balance sheets. Self-insured liabilities are presented in Accrued payroll and related costs, Other accrued liabilities and Other long-term liabilities on its consolidated balance sheets. |
Other Commitments and Contingen
Other Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments and Contingencies | Other Commitments and Contingencies The Company is in the health and human services business and, therefore, has been and continues to be subject to numerous claims alleging that the Company, its employees or its independently contracted host-home caregivers (“Mentors”) failed to provide proper care for an individual served by the Company. The Company is also subject to claims by these individuals, its employees, its Mentors or community members against the Company for negligence, intentional misconduct or violation of applicable laws. Included in the Company’s recent claims are claims alleging personal injury, assault, abuse, wrongful death, violations of wage and hour laws and other charges. Regulatory agencies may initiate administrative proceedings alleging that the Company’s programs, employees or agents violate statutes and regulations and seek to impose monetary penalties on the Company. The Company could be required to incur significant costs to respond to regulatory investigations or defend against civil lawsuits and, if the Company does not prevail, the Company could be required to pay substantial amounts of money in damages, settlement amounts or penalties arising from these legal proceedings. The Company is also subject to potential lawsuits under the False Claims Act and other federal and state whistleblower statutes designed to combat fraud and abuse in the health care industry. These lawsuits can involve significant monetary awards that may incentivize private plaintiffs to bring these suits. If the Company is found to have violated the False Claims Act, it could be excluded from participation in Medicaid and other federal healthcare programs which would have a material adverse effect on our business. The Patient Protection and Affordable Care Act provides a mandate for more vigorous and widespread enforcement activity to combat fraud and abuse in the health care industry. The Company is also subject to employee-related claims under state and federal law, including claims for wage and hour violations under the Fair Labor Standards Act or state wage and hour laws, and claims for discrimination, wrongful discharge or retaliation. The Company currently has three pending complaints in California state court that allege certain wage and hour violations of California labor laws and seek to be designated as class-action. One additional wage and hour complaint has been settled and preliminarily approved by the court. The Company's policy is to accrue for all probable and estimable claims using information available at the time the financial statements are issued. Actual claims could settle in the future at materially different amounts due to the nature of litigation. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes consists of the following as of September 30 (in thousands): 2017 2016 2015 Current: Federal $ 18,701 $ 5,382 $ — State 5,708 3,549 2,333 Total current tax provision 24,409 8,931 2,333 Deferred: Federal (17,894 ) 4,701 1,735 State (4,651 ) (342 ) (1,379 ) Net deferred tax provision (benefit) (22,545 ) 4,359 356 Income tax provision $ 1,864 $ 13,290 $ 2,689 The Company paid income taxes, net of any refunds, during fiscal 2017 , 2016 and 2015 of $17.4 million , $12.6 million , and $1.9 million , respectively. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following as of September 30 (in thousands): 2017 2016 Gross deferred tax assets: Deferred compensation $ 1,300 $ 1,371 Interest rate swap agreements 62 2,418 Accrued workers’ compensation 11,147 11,196 Net operating loss carryforwards 6,215 7,330 Allowance for bad debts 6,398 4,797 Stock compensation 3,353 2,040 Other accrued liabilities 9,634 4,666 38,109 33,818 Valuation allowance (6,215 ) (7,322 ) Deferred tax assets 31,894 26,496 Deferred tax liabilities: Depreciation (1,596 ) (994 ) Amortization of goodwill and intangible assets (52,647 ) (67,175 ) Net deferred tax liabilities $ (22,349 ) $ (41,673 ) The Company is required to record a valuation allowance to reduce the deferred tax assets if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management determined that valuation allowances at September 30, 2017 and 2016 of $6.2 million and $7.3 million , respectively, were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The valuation allowances primarily related to certain state net operating loss carryforwards. For federal purposes, the Company had no net operating loss carryforwards as of September 30, 2017 . For state purposes, the Company had $139.4 million of net operating loss carryforwards for fiscal 2017 , which expire from 2018 through 2037. The following is reconciliation between the statutory and effective income tax rates at September 30 (in thousands): 2017 2016 2015 Federal income tax at statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 8.5 % 9.3 % 3.6 % Nondeductible compensation (1) 7.9 % 18.8 % 0.8 % Other nondeductible expenses (0.4 )% 1.5 % 9.1 % Credits (22.5 )% (6.6 )% (3.0 )% Other (5.8 )% 0.4 % (5.7 )% Effective tax rate 22.7 % 58.4 % 39.8 % (1) The higher impact on the effective rate for fiscal 2016 was due to a stock compensation charge of $10.5 million recorded in the first quarter of fiscal 2016 related to certain awards under our former equity compensation plan that vested in October 2015. Refer to Note 21 - Stock-Based Compensation for further information. Companies may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. There was no unrecognized tax benefit for the years ended September 30, 2017 , 2016 and 2015 . The Company does not expect any significant changes to unrecognized tax benefits within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods. No interest and penalties were accrued as of September 30, 2017 , 2016 and 2015 . The Company files a federal consolidated return and files various state income tax returns and, generally, the Company is no longer subject to income tax examinations by the taxing authorities for years prior to September 30, 2014. The Company believes that it has appropriate support for the income tax positions taken and to be taken on the Company’s income tax returns. In addition, the Company believes its accruals for income tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of the tax laws as applied to the facts of each matter. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company previously operated its business in two reportable segments, Human Services and Post-Acute Specialty Rehabilitation Services ("SRS"). Effective as of October 1, 2016, the Company re-aligned its businesses within the Human Services reporting segment to a service line organizational structure. As a result of such change, the Human Services reporting segment has been divided into two reporting segments: the Intellectual and Developmental Disabilities ("I/DD") segment and the At-Risk Youth ("ARY") segment. This change aligns with the Company's service offerings and how it conducts and operates its businesses commencing in the first quarter of fiscal 2017. The Adult Day Health ("ADH") operating segment, which was previously aggregated in the Human Services segment, is now included in Corporate and Other. There has been no change to the SRS segment. The change results in the Company having three reportable business segments: the I/DD segment, the SRS segment, and the ARY segment. Through the I/DD segment, the Company provides home- and community-based human services to adults and children with intellectual and developmental disabilities. Through the SRS segment, the Company delivers services to individuals who have suffered acquired brain injury, spinal injuries and other catastrophic injuries and illnesses. The operations of the SRS segment have been organized by management into two operating segments, NeuroRestorative and CareMeridian, based upon service type. The NeuroRestorative operating group provides behavioral therapies to individuals with brain injuries in post-acute community settings and the CareMeridian operating group provides a higher level of medical support to individuals with traumatic injuries . Through the ARY segment, the Company provides home- and community-based human services to youth with emotional, behavioral and/or medically complex challenges. Each operating group is aligned with the Company’s reporting structure and has a segment manager that is directly accountable for its operations and regularly reports results to the chief operating decision maker, which is the Company's Chief Operating Officer, for the purpose of evaluating these results and making decisions regarding resource allocations. The Company evaluates performance based on EBITDA. EBITDA for each segment is defined as income (loss) from continuing operations for the segment before income taxes, before depreciation and amortization, and interest income (expense). Activities classified as “Corporate and Other” in the table below relate to the results of the ADH operating segment and unallocated home office expenses and stock-based compensation expense. Total assets included in the Corporate and Other segment include assets associated with the ADH operating segment and assets maintained by the corporate entity including cash, restricted cash, and other current and non-current assets. The following table is a financial summary by reportable segments for the periods indicated (in thousands). For the Year Ended September 30, I/DD SRS ARY Corporate/Other Consolidated 2017 Net revenue (1) $ 967,033 $ 309,543 $ 141,742 $ 56,192 $ 1,474,510 EBITDA 138,976 51,799 21,590 (95,060 ) 117,305 Total assets (3) 512,658 257,718 71,298 207,708 1,049,382 Depreciation and amortization 37,445 23,622 5,662 8,984 75,713 Purchases of property and equipment 25,234 12,625 1,258 7,532 46,649 2016 (2) Net revenue (1) $ 935,941 $ 289,093 $ 147,279 $ 35,274 $ 1,407,587 EBITDA 140,279 54,855 20,597 (86,112 ) 129,619 Total assets 475,206 253,612 82,617 256,710 1,068,145 Depreciation and amortization 37,850 23,412 5,722 6,077 73,061 Purchases of property and equipment 21,050 11,417 1,990 8,899 43,356 2015 (2) Net revenue (1) $ 891,851 $ 263,920 $ 191,511 $ 19,664 $ 1,366,946 EBITDA 134,275 49,099 27,171 (83,669 ) 126,876 Total assets 466,122 257,446 94,051 218,470 1,036,089 Depreciation and amortization 37,287 22,740 7,227 4,258 71,512 Purchases of property and equipment 20,662 16,551 1,647 3,933 42,793 (1) In fiscal 2015 and 2016, we discontinued ARY services in the states of Illinois, Florida, Indiana, Louisiana, North Carolina and Texas. Included in the results for fiscal 2016 and 2015 is net revenue of $7.1 million and $53.9 million , respectively, related to these businesses. (2) The previously reported segment information for fiscal 2015 and 2016 has been revised to reflect the new composition of the reportable segments. (3) In the fourth quarter of fiscal 2017, the Company corrected the estimates used to determine the allocation of goodwill in connection with the segment change as of October 1, 2016. As a result, an additional $9.7 million was allocated to the I/DD segment compared to the allocation amount previously reported in fiscal 2017. Total segment assets have been updated from previously reported amounts for this change. A reconciliation of EBITDA to income from continuing operations on a consolidated basis is as follows: Year Ended September 30 2017 2016 2015 EBITDA $ 117,305 $ 129,619 $ 126,876 Less: Depreciation and amortization 75,713 73,061 71,512 Interest expense, net (1) 33,397 33,811 37,943 Intangible asset impairment charges (2) — — 10,660 Income from continuing operations before income taxes $ 8,195 $ 22,747 $ 6,761 (1) Interest expense, net includes interest income and acquisition related contingent consideration liabilities which is included in Other income (expense) in the consolidated statement of income. (2) Fiscal 2015 amounts represent impairment charges related to definite-lived intangible assets that have been reclassified to conform with the 2017 presentation as a separate statement of income item. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per common share is computed by dividing net income by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the diluted weighted average number of common shares and common equivalent shares outstanding during the period. The weighted average number of common equivalent shares outstanding has been determined in accordance with the treasury-stock method. Common equivalent shares consist of common stock issuable on the exercise of outstanding options and vesting of restricted stock units when dilutive. The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Year Ended September 30, 2017 2016 2015 Numerator Net income $ 6,331 $ 9,187 $ 3,072 Denominator Weighted average shares outstanding, basic 37,302,941 37,112,794 36,959,997 Weighted average common equivalent shares 163,384 150,121 128,635 Weighted average shares outstanding, diluted 37,466,325 37,262,915 37,088,632 Net income per share, basic and diluted $ 0.17 $ 0.25 $ 0.08 Equity instruments excluded from diluted net income per share calculation as the effect would have been anti-dilutive: Stock options 789,702 534,312 1,758 Restricted stock units 92,435 83,793 5,664 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Summary of Stock-Based Compensation Plans 2014 Plan Civitas maintains a 2014 Omnibus Incentive Plan (“2014 Plan”). As of September 30, 2017 , the 2014 Plan authorized the issuance of up to 6,663,240 shares of common stock as stock-based awards, including incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), restricted stock units (“RSUs”) and performance based restricted stock units ("PRSUs"). Stock Options For the years ended September 30, 2017 , 2016 and 2015, Civitas issued 319,604 , 230,739 and 12,168 NSOs, respectively, which vest over three years (one-third each year). The fair value of each option granted was estimated on the grant date using the Black-Scholes valuation model with the following assumptions: 2017 2016 2015 Risk-free interest rate 1.83% - 2.08% 1.32% - 1.92% 1.69% - 1.74% Expected term 6 years 6 years 6 years Expected volatility 34.32% - 36.21% 34.65% - 36.20% 38.80% - 40.40% Expected dividend yield — % — % — % Risk-free interest rate - The risk-free interest rate is equal to the U.S. federal Treasury bond rate consistent with the expected term assumption. Expected term - Expected term represents the period that Civitas’ option grants are expected to be outstanding. As Civitas had been operating as a private company, there is not sufficient historical data to calculate the expected term of the options. Therefore, management elected to utilize the “simplified method” to determine the expected term assumption. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the option. Expected volatility - Management has estimated volatility for the units granted based on the historical volatility for a group of companies believed to be a representative peer group, selected based on industry and market capitalization, due to lack of sufficient historical publicly traded prices of our own common stock. Expected dividend yield - The expected dividend yield is zero as dividends are not expected to be paid in the foreseeable future. The fair value of the stock options on the date of grant, less an estimated forfeiture rate, is recognized as expense in the Company’s consolidated financial statements on a straight-line basis over the requisite service periods (vesting term) of the awards. The Company will record additional expense if the actual forfeitures are lower than the estimated and will record a recovery of prior recognized expense if the actual forfeitures are higher than estimated. The actual expense recognized over the vesting period will only be for those awards that vest. The table below summarizes our stock option activity during fiscal year 2017 : Number of Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at September 30, 2016 709,832 $ 19.42 Granted 319,604 16.90 Forfeited 82,823 19.16 Exercised 59,426 16.92 Expired 9,406 24.29 Outstanding at September 30, 2017 877,781 $ 18.65 7.9 $ 1,045 Vested or expected to vest as of September 30, 2017 857,299 $ 18.65 7.8 $ 1,020 Exercisable at September 30, 2017 457,195 $ 18.07 6.9 $ 580 The total intrinsic values of options exercised was less than $0.1 million for each of the years ended September 30, 2017 , 2016 and 2015. As of September 30, 2017, there was $2.1 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Unit Awards (RSUs) For the years ended September 30, 2017 , 2016 and 2015, Civitas granted 566,668 , 283,865 and 39,393 RSUs, respectively, to employees and members of the Board of Directors. The fair value of all RSUs is based on the closing market value of our stock on the date of grant. The weighted average per share grant date fair value of the RSUs granted during the years ended September 30, 2017 , 2016 and 2015 was $17.79 , $23.99 , and $18.00 , respectively. These awards will vest over three years (one-third each year) for employee grants and one year ( 100% on the first anniversary of the grant date) for grants to members of the Board of Directors. The fair value of the restricted stock unit awards on the date of grant, less an estimated forfeiture rate for employee grants, will be recognized as expense in the Company’s consolidated financial statements on a straight-line basis over the requisite service periods (vesting term) of the awards. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior recognized expense if the actual forfeitures are higher than estimated. The actual expense recognized over the vesting period will only be for those awards that vest. A summary of our issued restricted stock unit awards is as follows: Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested units at September 30, 2016 442,528 $ 21.24 Granted 566,668 17.79 Forfeited 78,210 19.21 Vested 253,580 19.62 Non-vested units at September 30, 2017 677,406 $ 19.20 The total fair values of RSUs that vested during the years ended September 30, 2017 , 2016 and 2015 was $4.5 million , $3.1 million and $5.3 million , respectively. As of September 30, 2017, there was $9.4 million of unrecognized compensation expense related to unvested restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of 2.0 years . Performance Based Restricted Stock Units (PRSUs) During the year ended September 30, 2016, the Company awarded 42,467 PRSUs under the 2014 Plan. The PRSUs vest based upon the achievement of established performance targets in the third year of the three year performance period, or fiscal 2018. The number of PRSUs that may vest varies between 0% - 200% based on the achievement of such goals and thereafter may increase or decrease by 25% based on the performance of the Company's common stock in relation to the Russell 2000 Healthcare Index. The PRSUs were valued at $19.84 per share based on a Monte Carlo simulation methodology on the date of grant. During the year ended September 30, 2017, the Company awarded 45,624 PRSUs under the 2014 Plan. The PRSUs vest based upon the achievement of established performance targets in the third year of the three year performance period, or fiscal 2019. The number of PRSUs that may vest varies between 0% - 200% based on the achievement of such goals. The PRSUs were valued at $19.85 per share based on the closing price of the Company's common stock on the date of grant. To calculate compensation expense, the Company forecasts the likelihood of achieving the predefined performance targets and calculates the number of PRSUs expected to be earned. As of September 30, 2017 , we expect to recognize $0.7 million of stock-based compensation expense related to our outstanding PRSUs based on our expected attainment levels. This cost is expected to be recognized over a weighted-average period of 2.0 years . A summary of PRSU activity for the year ended September 30, 2017 is as follows: Number of Performance Based Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested units at September 30, 2016 42,467 $ 19.84 Granted 45,624 19.85 Forfeited (3,586 ) 19.84 Vested — — Non-vested units at September 30, 2017 84,505 $ 19.85 Units expected to vest as of September 30, 2017 45,624 $ 19.85 For NSOs, RSUs and PRSUs under the 2014 Plan, the Company recorded $8.4 million , $17.1 million and $5.2 million of stock-based compensation expense during fiscal years 2017 , 2016 and 2015 , respectively. Stock-based compensation expense is included in general and administrative expense in the consolidated statements of income. Unit Plan Prior to October 1, 2015, NMH Investment maintained the Amended and Restated 2006 Unit Plan (the “Unit Plan”). Under the Unit Plan, NMH Investment issued units of limited liability company interests pursuant to such plan, consisting of Class B Common Units, Class C Common Units, Class D Common Units, Class E Common Units, Class F Common Units, Class G Common Units and Class H Common Units. These units derived their value from the value of the Company. On October 1, 2015, in connection with a secondary offering, NMH Investment distributed all of the 25,250,000 shares of our common stock it held to its existing members in accordance with their respective membership interests and pursuant to the terms of the NMH Investment's Limited Liability Company Agreement and the management unitholders agreements (the “Distribution”). The Distribution triggered the vesting condition for the Class H Common Units and the acceleration of unvested Class F Common Units. As a result, the Company recorded compensation expense of $10.5 million related to these awards during the quarter ended December 31, 2015. This expense is not deductible for tax purposes. The expense is included in general and administrative expense in the consolidated statements of income. As a result of the Distribution, the Unit Plan has concluded and there will be no future issuances under this plan. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts The following table summarizes information about the allowances for doubtful accounts and sales allowances for the years ended September 30, 2017 , 2016 and 2015 (in thousands): Balance at Beginning of Year Provision Write-Offs Balance at end of Year Fiscal year ended September 30, 2017 $ 11,863 $ 20,674 $ (16,540 ) $ 15,997 Fiscal year ended September 30, 2016 $ 11,207 $ 14,784 $ (14,128 ) $ 11,863 Fiscal year ended September 30, 2015 $ 11,491 $ 17,055 $ (17,339 ) $ 11,207 The Company also had $3.8 million of accounts receivable collateralized by liens, net of allowances for those liens of $1.0 million , recorded as part of other assets within the accompanying consolidated balance sheets as of September 30, 2017 and 2016 . |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) The following table presents consolidated statement of income data for each of the eight quarters in the period which began October 1, 2015 and ended September 30, 2017 . This information is derived from the Company’s unaudited financial statements, which in the opinion of management contain all adjustments necessary for a fair presentation of such financial data. Operating results for these periods are not necessarily indicative of the operating results for a full year. Historical results are not necessarily indicative of the results to be expected in future periods. For The Quarters Ended (in thousands, except per share amounts) September 30, June 30, March 31, December 31, September 30, June 30, March 31, December 31, Net revenue $ 380,372 $ 372,345 $ 362,399 $ 359,394 $ 362,194 $ 353,963 $ 345,683 $ 345,747 Gross margin 81,836 79,847 76,881 75,418 81,398 79,394 79,879 74,735 Income (loss) from continuing operations, net of tax (1) (10,688 ) 7,361 5,479 4,179 2,675 4,843 7,513 (5,574 ) Loss from discontinued operations, net of tax — — — — (15 ) (27 ) (198 ) (30 ) Net income (loss) $ (10,688 ) $ 7,361 $ 5,479 $ 4,179 $ 2,660 $ 4,816 $ 7,315 $ (5,604 ) Income (loss) per common share, basic and diluted Income (loss) from continuing operations $ (0.29 ) $ 0.20 $ 0.15 $ 0.11 $ 0.07 $ 0.13 $ 0.20 $ (0.15 ) Loss from discontinued operations — — — — — — — — Net income (loss) $ (0.29 ) $ 0.20 $ 0.15 $ 0.11 $ 0.07 $ 0.13 $ 0.20 $ (0.15 ) Weighted average number of common shares outstanding, basic 37,375 37,323 37,282 37,231 37,145 37,108 37,102 37,095 Weighted average number of common shares outstanding, diluted 37,375 37,495 37,417 37,329 37,308 37,252 37,207 37,095 (1) During the three month periods ended September 30, 2017 and 2016 the Company recorded goodwill impairment charges of $28.0 million and $10.3 million , respectively. See Note 7 to the consolidated financial statements for more information. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 1, 2017, the Company acquired the assets of Powell Life Skills, Inc. ("Powell") for consideration of $1.0 million , including $0.6 million of contingent consideration. Powell is located in Delaware and provides residential services, supported living services, day program services and similar services to individuals with intellectual developmental disabilities and similar conditions. Powell will be included in the Company's I/DD segment. On October 25, 2017, the Company acquired all of the outstanding capital stock of Mentis Neuro Rehabilitation, LLC and its direct and indirect wholly owned subsidiaries (collectively, “Mentis”) for a purchase price of approximately $74.9 million . Mentis is located in Texas and Ohio and provides specialty rehabilitation services to individuals recovering from acquired brain injuries. Mentis will be included in the Company's SRS segment. On October 24, 2017, the Company entered into Amendment No. 6 to its senior credit agreement which provided for an additional $75 million term loan. The net proceeds of the additional term loan were used by the Company to pay the purchase price for the acquisition of Mentis and to pay related fees and expenses, with any excess proceeds to be used for general corporate purposes. On November 21, 2017, the Company entered into Amendment No. 7 to its senior credit agreement which increased the aggregate revolving commitments from $120.0 million to $160.0 million and extended the maturity date for $90.0 million of the revolving commitments ("the Extended Revolving Commitments") to January 31, 2021. The terms of the remaining $70.0 million of the revolving commitments ("the Initial Revolving Commitments"), which mature on January 31, 2019, remain unchanged. All of the other terms of the Extended Revolving Commitments are identical to the Initial Revolving Commitments, except that the applicable margin for the Extended Revolving Commitments will decrease by 0.25% per annum when the Initial Revolving Commitments are terminated or expire. |
Schedule I - Condensed Parent C
Schedule I - Condensed Parent Company Financial Information | 12 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Parent Company Financial Information | Schedule I—Condensed Parent Company Financial Information Civitas Solutions, Inc. Parent-Only Condensed Balance Sheets (in thousands) September 30, 2017 2016 Assets Cash $ — $ — Other assets — 4,215 Deferred income taxes — — Investment in subsidiaries 163,477 142,568 Total assets $ 163,477 $ 146,783 Liabilities & Stockholders' Equity Other liabilities $ 560 $ 1,193 Total liabilities $ 560 $ 1,193 Stockholder's equity Common stock, $0.01 par value; 350,000,000 shares authorized; and 37,441,257 and 37,214,758 shares issued and outstanding at September 30, 2017 and 2016, respectively 374 372 Additional paid-in-capital 301,819 294,295 Accumulated other comprehensive loss (91 ) (3,561 ) Accumulated deficit (139,185 ) (145,516 ) Total stockholders' equity 162,917 145,590 Total liabilities and stockholders' equity $ 163,477 $ 146,783 Civitas Solutions, Inc. Parent-Only Condensed Statements of Income and Comprehensive Income (in thousands) For the Year Ended September 30, 2017 2016 2015 General and administrative expenses $ — $ — $ — Equity in net income of subsidiary 6,331 9,187 2,608 Income from operations 6,331 9,187 2,608 Income before income taxes 6,331 9,187 2,608 Benefit for income taxes — — (464 ) Net income 6,331 9,187 3,072 Other comprehensive income (loss) 3,470 (1,857 ) (1,704 ) Comprehensive income $ 9,801 $ 7,330 $ 1,368 Civitas Solutions, Inc. Parent-Only Condensed Statements of Cash Flows (in thousands) For the Year Ended September 30, 2017 2016 2015 Cash flows used in operating activities: Net income $ 6,331 $ 9,187 $ 3,072 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income loss of subsidiary (6,331 ) (9,187 ) (2,608 ) Deferred income taxes — 11,004 3,413 Other assets 4,215 1,021 (1,754 ) Other accrued liabilities (633 ) — (2,248 ) Net cash used in operating activities 3,582 12,025 (125 ) Cash flows provided by (used in) investing activities: Investment in NMHI (3,582 ) (12,025 ) — Dividend from NMHI — — — Net cash used in investing activities (3,582 ) (12,025 ) — Decrease in cash and cash equivalents — — (125 ) Cash and cash equivalents, beginning of period — — 125 Cash and cash equivalents, end of period $ — $ — $ — Notes to Condensed Civitas Solutions, Inc. Parent-Only Financial Statements Note 1 - Summary of Significant Accounting Policies and Nature of Operations Civitas Solutions, Inc., formerly known as NMH Holdings, Inc. (“Civitas”), was incorporated in Delaware on June 15, 2007. Civitas has no other operations beyond its ownership of National Mentor Holdings, Inc. (“NMHI”). The condensed Civitas financial information includes the activity of Civitas and its investment in NMHI using the equity method. The consolidated activity of Civitas and its subsidiaries are not included and are meant to be read in conjunction with the Civitas consolidated financial statements included elsewhere in this Annual Report on Form 10-K. . Note 2 - Dividend from Subsidiaries NMHI's ability to pay dividends on our common stock is limited by restrictions on the ability of our subsidiaries and us to pay dividends or make distributions under the terms of NMHI’s current and any future agreements governing our indebtedness. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in NMHI’s current and any future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our Board of Directors deems relevant. Civitas received no dividends for the fiscal years ended 2015, 2016, or 2017. |
Significant Accounting Polici35
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation. |
Reclassifications | Reclassifications Prior year amounts related to goodwill and intangible impairments have been reclassified to conform with the 2017 presentation as a separate statement of income item. On October 1, 2016, the Company retrospectively adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. As a result of the adoption, the Company revised its balance sheet presentation as of September 30, 2016 to reflect $5.9 million of deferred financing costs as a deduction to the carrying amount of its long term debt. Prior to the adoption these costs were included with Other Assets. On July 1, 2017, the Company adopted ASU No. 2015-17, Income Taxes: Balance Sheet (Topic 710) Classification of Deferred Taxes . Under this standard, deferred tax liabilities and assets are required to be classified as non-current in the Company's consolidated balance sheet. Prior to the adoption, deferred tax assets and liabilities were separated into current and long-term amounts based on the classification of the related assets and liabilities for financial reporting purposes and netted by jurisdiction. The Company adopted this standard retrospectively, which resulted in reclassification of $18.0 million of deferred tax assets, net of deferred tax liabilities, from current to non-current as of September 30, 2016 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments and methodologies. Actual results could differ from these estimates under different assumptions or conditions. |
Fair Value Measurements | Fair Value Measurements The accounting standard for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires detailed disclosures about fair value measurements. Under this standard, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. This standard classifies these inputs into the following hierarchy: Level 1 Inputs - Quoted prices for identical instruments in active markets. Level 2 Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs - Instruments with primarily unobservable value drivers. The fair value hierarchy level is determined by asset class based on the lowest level of significant input. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified between levels. During the years ended September 30, 2017 and 2016 , there were no transfers between levels. |
Cash Equivalents | Cash Equivalents The Company considers short-term investments with maturity dates of 90 days or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of a cash collateral account set up to support the issuance of letters of credit under the Company’s institutional letter of credit facility and funds provided from government payors restricted for use by individuals served by the Company. |
Concentrations of Credit and Other Risks | Concentrations of Credit and Other Risks Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, self-insurance receivables and accounts receivable. Cash and cash equivalents are deposited with federally insured commercial banks in the United States, which, at times may exceed federally insured limits of $250 thousand . The Company has not experienced any losses in such accounts. As of September 30, 2017 , our accounts exceeded federally insured limits by $7.0 million . The Company derives approximately 89% of its revenue from state and local government payors. These entities fund a significant portion of their payments to the Company through federal matching funds, which pass through various state and local government agencies. |
Revenue Recognition | Revenue Recognition Revenue is reported net of allowances for unauthorized sales and estimated sales adjustments. Revenue is also reported net of any state provider taxes or gross receipts taxes levied on services the Company provides. Sales adjustments are estimated based on an analysis of historical sales adjustments and recent developments in payment trends. Revenue is recognized when evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue for services performed pursuant to contracts with various state and local government agencies and private health care agencies. The payment terms and rates of our contracts vary by jurisdiction and service type. The Company has four types of contractual arrangements with payors which include negotiated contracts, fixed fee contracts, retrospective reimbursement contracts and prospective payments contracts. Under the Company's units-of-service contracts, which include negotiated contracts and fixed fee contacts, revenue is recognized at the time the service is performed. Under the Company's cost reimbursement contracts, which include retrospective reimbursement contracts and prospective payment contracts, revenue is recognized at the time the service costs are incurred. For the Company’s cost-reimbursement contracts, the rate provided by the payor is based on a certain level of service and types of costs incurred in delivering the service. From time to time, the Company receives payments under cost-reimbursement contracts in excess of the allowable costs required to support those payments. In such instances, the Company estimates and records a liability for such excess payments. At the end of the contract period, any balance of excess payments is maintained as a liability until it is reimbursed to the payor or until the Company has exhausted efforts to make the reimbursement. Revenue in the future may be affected by changes in rate-setting structures, methodologies or interpretations that may be enacted in states where the Company operates or by the federal government. |
Cost of Revenue | Cost of Revenue The Company classifies expenses directly related to providing services as cost of revenue, except for depreciation and amortization related to cost of revenue, which are shown separately in the consolidated statements of income. Direct costs and expenses principally include salaries and benefits for service provider employees, per diem payments to independently contracted host-home caregivers (“Mentors”), residential occupancy expenses, which are primarily composed of rent and utilities related to facilities providing direct care, certain expenses, such as food and medicine and transportation costs for individuals requiring services, professional and general liability expense, employment practices liability expense and workers’ compensation expense. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated using a straight-line method when placed into service, based on their estimated useful lives as follows: Asset Description Estimated Useful Life (in years) Land Indefinite Building 30 Building improvements 10 Leasehold improvements Not to exceed 7 years or length of lease Vehicles 5 Computer hardware and software 3 Furniture, fixtures and equipment 3-5 Capital lease assets are depreciated over the lesser of the lease term or the useful life of the asset. Expenditures for maintenance and repairs are charged to operating expenses as incurred. When assets are sold or retired, the corresponding cost and accumulated depreciation are removed from the related accounts and any gain or loss is recorded in the period of the sale or retirement. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consist of amounts due from government agencies, not-for-profit providers and commercial insurance companies. An estimated allowance for doubtful accounts is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectability of accounts receivable, the Company considers a number of factors, including payment trends in individual states, age of the accounts and the status of ongoing disputes with third party payors. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectability of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to revenue as a contractual allowance in the consolidated statements of income in the period of the change in estimate. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets The Company reviews costs of purchased businesses in excess of the fair value of net assets acquired (goodwill), and indefinite-lived intangible assets for impairment at least annually, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. The Company conducts its annual impairment test for both goodwill and indefinite-lived intangible assets on July 1 st of each year. In fiscal 2016, the Company conducted the goodwill impairment test on a reporting unit basis using the two step process in accordance with the guidance in ASC 350. The Company had the option to first assess qualitative factors to determine whether further impairment testing is necessary. The Company elected to bypass the qualitative assessments and proceeded directly to the two-step impairment test. The first step is to compare the fair value of the reporting unit with its carrying value. The fair value of the reporting unit is determined by using the income approach, specifically the discounted cash flow method. If the carrying amount of the reporting unit exceeds its fair value then the second step of the goodwill impairment test is performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill in order to determine the amount of impairment to be recognized. The excess of the carrying value of goodwill above the implied goodwill, if any, would be recognized as an impairment charge. Fair values are estimated using the discounted cash flow method. As of July 1, 2017, the Company adopted ASU No. 2017-04 —Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The update eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual impairment test is performed by comparing the fair value of a reporting unit with its carrying value. The fair value of the reporting unit is determined by using the income approach, specifically the discounted cash flow method. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For its indefinite-lived intangible assets, the Company has elected to bypass the qualitative assessments and proceed directly to the quantitative impairment test. The impairment test for indefinite-lived intangible assets requires the determination of the fair value of the intangible asset. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in an amount equal to the difference. Fair values are estimated using the relief from royalty method. As described above, the fair value of a reporting unit is based on discounted estimated future cash flows. The assumptions used to estimate fair value include management’s best estimates of future operating cash flows, including revenue growth, tax rates, capital expenditures, discount rates and working capital changes. As such, actual results may differ from these estimates and lead to a revaluation of the Company’s goodwill and indefinite-lived intangible assets. |
Impairment of Long-Lived Tangible and Intangible Assets | Impairment of Long-Lived Tangible and Intangible Assets The Company reviews long-lived tangible and intangible assets for impairment when events or circumstances have occurred that indicate the estimated useful life of these assets may warrant revision or that the carrying amount of these assets may be impaired. To compute whether assets have been impaired, the estimated undiscounted future cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the future cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. Valuation allowances on deferred tax assets are estimated based on the Company’s assessment of the realizability of such amounts. The Company recognizes the benefits of tax positions when certain criteria are satisfied. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods. |
Derivative Financial Instruments | Derivative Financial Instruments The Company reports derivative financial instruments on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. Changes in the fair value of derivatives are recorded each period in current operations or in the consolidated statements of comprehensive income (loss) depending upon whether the derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company, from time to time, enters into interest rate swap agreements to hedge against variability in cash flows resulting from fluctuations in the benchmark interest rate, which is LIBOR, on the Company’s debt. These agreements involve the exchange of variable interest rates for fixed interest rates over the life of the swap agreement without an exchange of the notional amount upon which the payments are based. On a quarterly basis, the differential to be received or paid as interest rates change is accrued and recognized as an adjustment to interest expense in the accompanying consolidated statements of income. In addition, on a quarterly basis, the mark to market valuation is recorded as an adjustment to gain (loss) on derivative within the consolidated statements of comprehensive income with any ineffective portion recorded to gain (loss) on derivatives within the consolidated statement of income. The related amount receivable from or payable to counterparties is included as an asset or liability, respectively, in the Company’s consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation Prior to the Company's initial public offering ("IPO"), NMH Investment maintained an equity-based compensation plan, and from time to time it issued units of limited liability company interests pursuant to such plan. The units were available for issuance to the Company’s employees and members of the Board of Directors. The Company recognized the fair value of these awards as compensation expense over the requisite services period or when the satisfaction of the vesting conditions were determined to be probable. In October 2015, NMH Investment distributed all of the 25,250,000 shares of our common stock it held to its existing members in accordance with their respective membership interests and pursuant to the terms of the NMH Investment's Limited Liability Company Agreement and the management unitholders agreements (the “Distribution”). The Distribution triggered the vesting conditions for all unvested awards. As a result, the Company recorded compensation expense of $10.5 million that is included in General and administrative expense on the consolidated statement of income during the year ended September 30, 2016. In fiscal 2014, Civitas adopted an equity-based compensation plan and began issuing stock-based awards including non-qualified stock options ("NSOs"), restricted stock units ("RSUs"), and performance based restricted stock units ("PRSUs"). The Company recognizes the fair value of stock-based compensation expense over the requisite service period of the individual grantee, which equals the vesting period. The fair value of each NSO granted was estimated on the grant date using the Black-Scholes valuation model. The fair value of each RSU was determined based on the Company's closing stock price on the date of grant. The fair value of each PRSU was determined based on either the Company's closing stock price on the date of grant or through a Monte Carlo simulation methodology for those awards that included a market condition. The number of performance based restricted stock units earned is determined based on the Company's attainment of predefined performance targets set by the Compensation Committee. At each reporting period, the Company assesses the number of performance based restricted stock units expected to vest based on the expected attainment of the performance targets. The Company is required to estimate future forfeitures of stock-based awards for recognition of compensation expense. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior recognized expense if the actual forfeitures are higher than estimated. The actual expense recognized over the vesting period will only be for those awards that vest. |
Self-Insurance | Self-Insurance The Company maintains insurance for professional and general liability, workers’ compensation, automobile liability and health insurance with policies that include self-insured retentions. Employment practices liability is fully self-insured. The Company records expenses related to claims on an incurred basis, which includes estimates of fully developed losses for both reported and unreported claims. The accruals for the health, workers’ compensation, automobile, employment practices liability and professional and general liability programs are based on analyses performed internally by management and for certain balances, take into account reports by independent third party actuaries. Self-insurance accruals are periodically re-evaluated and increased or decreased based on new information. The Company reports its insurance liabilities on a gross basis without giving effect to insurance recoveries. Anticipated insurance recoveries are presented in Prepaid expenses and other current assets and Other assets on the consolidated balance sheets. Self-insured liabilities are presented in Accrued payroll and related costs, Other accrued liabilities and Other long-term liabilities on the Company’s consolidated balance sheets. |
Self-Insurance Gross versus Net Presentation | The Company reports its insurance liabilities on a gross basis without giving effect to insurance recoveries. Anticipated insurance recoveries are presented in Prepaid expenses and other current assets and Other assets on the consolidated balance sheets. Self-insured liabilities are presented in Accrued payroll and related costs, Other accrued liabilities and Other long-term liabilities on the Company’s consolidated balance sheets. |
Legal Contingencies | Legal Contingencies The Company reserves for costs related to contingencies when a loss is probable and the amount is reasonably estimable or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of loss will exceed the recorded provision. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on our consolidated results of operations and financial position. |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 840 Leases . For lease agreements that provide for escalating rent payments and rent holidays, the Company recognized rent expense on a straight-line basis over the non-cancellable lease term and option renewal periods where failure to exercise such options would result in an economic penalty such that the renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences when the Company becomes obligated under the terms of the lease agreement. |
Subsequent Events | Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of September 30, 2017 , but prior to the filing of the financial statements with the Securities and Exchange Commission, or SEC, to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of the financial statements accompanying this Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue from Contracts with Customers— In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers Topic 606 (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The FASB has subsequently issued amendments to ASU No. 2014-09 that have the same effective date and transition date. ASU 2014-09, as amended, is effective for the Company's fiscal year beginning October 1, 2018, and, at that time, the Company expects to adopt the new standard under the modified retrospective approach for contracts with customers. Under the modified retrospective approach, the guidance is applied to the most current period presented, recognizing the cumulative effect of the adoption change as an adjustment to beginning retained earnings. In fiscal 2017, the Company established a formal program and cross-functional implementation team to identify design and implement changes to its accounting systems and policies and internal controls to support recognition and disclosure under the new standard. This process includes a review of the requirements under the new standard compared to the current accounting policies for each of the Company’s revenue streams. To date, the Company has not identified any material impact expected upon adoption, however the review is not yet complete. The full assessment of adoption including any potential impact to the results of operations, financial position and financial disclosures as well as the method of adoption will be finalized during fiscal 2018. Going Concern— On July 1, 2017, we adopted ASU No. 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires an entity to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. The implementation of this ASU did not have an impact on our consolidated financial statements. Leases— In February 2016, the FASB issued ASU No. 2016-02—Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The standard will be effective for the Company on October 1, 2019. The Company is still evaluating the method of adoption. The adoption of this standard is expected to have a material impact on the Company's financial position. As of September 30, 2017 and September 30, 2016 , the Company had gross operating lease commitments of approximately $317 million and $284 million , respectively. Upon adoption, a substantial portion of these lease commitments will be recorded at their net present value as a right of use asset and a lease obligation. Stock Compensation— In March 2016, the FASB issued ASU No. 2016-09—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The transition method varies for the amendments in this update. The new standard became effective for the Company on October 1, 2017. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. Stock Compensation— In May 2017, the FASB issued ASU No. 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The new standard will be effective for the Company on October 1, 2018. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements. Statement of Cash Flows — In August 2016, the FASB issued ASU No. 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice, including classification of debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of company owned life insurance policies. The new standard should be applied using a retrospective transition method to each period presented and will be effective for the Company on October 1, 2018. Statement of Cash Flows — In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard will be applied using a retrospective transition method to each period presented and will be effective for the Company on October 1, 2018. As of September 30, 2017 and September 30, 2016 , the Company had total restricted cash amounts of $50.3 million and $51.0 million , respectively. Business Combinations — In January 2017, the FASB issued ASU No. 2017-01—Business Combinations (Topic 805): Clarifying the Definition of a Business. The update provides guidance to determine when an integrated set of assets and activities is not a business. When substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, then the acquisition, or disposition, is not a business. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The new standard will be effective for the Company on October 1, 2018. Early application of the amendments in this update is permitted for transactions meeting certain criteria. This standard could reduce the number of acquisitions that are treated as business combinations in the future. Derivatives and Hedging —In August 2017, the FASB issued ASU No. 2017-12, which amends the hedge accounting recognition and presentation requirements in ASC 815. The Board’s objectives in issuing the ASU are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. This standard is to be applied through a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year the standard is adopted. The new standard will be effective for the Company on October 1, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Significant Accounting Polici36
Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Cost and Depreciation for Property and Equipment | Property and equipment are recorded at cost and are depreciated using a straight-line method when placed into service, based on their estimated useful lives as follows: Asset Description Estimated Useful Life (in years) Land Indefinite Building 30 Building improvements 10 Leasehold improvements Not to exceed 7 years or length of lease Vehicles 5 Computer hardware and software 3 Furniture, fixtures and equipment 3-5 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fiscal 2017 Acquisitions | |
Schedule of Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the recognized amounts of identifiable net assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Other Assets, Net Total Identifiable Assets Goodwill Purchase Consideration Loma Linda $ 2,225 $ 33 $ 2,258 $ 483 $ 2,741 Rainbow ADH 13,260 1,497 14,757 9,852 24,609 JLH 1,301 60 1,361 136 1,497 Mi Casa 2,960 59 3,019 1,921 4,940 Harbor Rehab 1,642 — 1,642 461 2,103 Brockton Stoughton ADH 4,000 195 4,195 2,055 6,250 Country Life 6,177 72 6,249 3,156 9,405 HSI 18,860 1,539 20,399 9,569 29,968 Other acquisitions 432 138 570 8 578 Total $ 50,857 $ 3,593 $ 54,450 $ 27,641 $ 82,091 |
Fiscal 2016 Acquisitions | |
Schedule of Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the recognized amounts of identifiable assets acquired at the date of each acquisition: (in thousands) Identifiable Intangible Assets Tangible Assets Total Identifiable Assets Goodwill Purchase Consideration Mother's Touch $ 2,741 $ 9 $ 2,750 $ 650 $ 3,400 Winways 619 29 648 108 756 Triumph 2,335 — 2,335 265 2,600 Brighton Worcester ADH 10,600 363 10,963 2,677 13,640 TLC Duluth 7,132 26 7,158 1,342 8,500 Maryland ADH 7,680 769 8,449 3,835 12,284 Eagle Crest 1,698 — 1,698 302 2,000 CRM 934 87 1,021 119 1,140 RHD 18 43 61 — 61 Learning Services 100 — 100 — 100 Pine Grove 407 — 407 93 500 Milne 210 5 215 — 215 Total $ 34,474 $ 1,331 $ 35,805 $ 9,391 $ 45,196 |
Fiscal 2015 Acquisitions | |
Schedule of Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the recognized amounts of identifiable assets acquired assumed at the date of the acquisition: (in thousands) Identifiable Tangible Assets Total Identifiable Goodwill Purchase Consideration Capstone $ 3,539 $ 178 $ 3,717 $ 758 $ 4,475 Lakeview 6,664 48 6,712 1,272 7,984 Cassell 11,600 37 11,637 12,633 24,270 CPS 876 19 895 355 1,250 Snug Harbor 938 28 966 34 1,000 Heritage 1,252 — 1,252 945 2,197 Visions of N.E.W. 2,240 122 2,362 663 3,025 Other acquisitions 361 48 409 228 637 Total $ 27,470 $ 480 $ 27,950 $ 16,888 $ 44,838 |
Proforma Results of Operation38
Proforma Results of Operations (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The following table reflects the unaudited pro forma results of operations for fiscal 2017 , 2016 , and 2015 assuming that the acquisitions made during fiscal 2017 , 2016 , and 2015 had occurred on October 1, 2015, 2014 and 2013, respectively. (in thousands) Year Ended Year ended September 30, 2016 Year ended September 30, 2015 Net revenue $ 1,534,532 $ 1,507,342 $ 1,429,166 Net income 12,058 19,254 9,779 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in goodwill for the fiscal years ended September 30, 2017 and 2016 are as follows (in thousands): I/DD SRS ARY Corporate/Other Total Balance as of September 30, 2015 $ 101,951 $ 81,234 $ 73,464 $ 17,871 $ 274,520 Goodwill acquired through acquisitions 2,204 675 — 6,512 9,391 Impairment — — — (10,251 ) (10,251 ) Balance as of September 30, 2016 104,155 81,909 73,464 14,132 273,660 Impact of segment change (1) 44,980 — (44,980 ) — — Acquisition adjustments (17 ) — — 10 (7 ) Goodwill acquired through acquisitions 10,198 3,616 — 13,827 27,641 Impairment — — — (27,969 ) (27,969 ) Balance as of September 30, 2017 $ 159,316 $ 85,525 $ 28,484 $ — $ 273,325 (1) In the fourth quarter of fiscal 2017, the Company corrected the estimates used to determine the allocation of goodwill in connection with the segment change as of October 1, 2016. As a result, an additional $9.7 million was allocated to the I/DD reporting unit compared to the allocation amount previously reported in fiscal 2017. Total segment assets have been updated from previously reported amounts for this change. |
Schedule of Finite Lived Intangible Assets | Intangible assets consist of the following as of September 30, 2017 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 540,826 $ 290,687 $ 250,139 Non-compete/non-solicit 1 year 7,196 5,228 $ 1,968 Relationship with contracted caregivers — 7,521 7,521 $ — Trade names 2 years 7,138 4,779 $ 2,359 Trade names (indefinite life) — 42,400 — $ 42,400 Licenses and permits 3 years 58,443 42,234 $ 16,209 $ 663,524 $ 350,449 $ 313,075 Intangible assets consist of the following as of September 30, 2016 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 499,652 $ 257,104 $ 242,548 Non-compete/non-solicit 2 years 6,438 4,432 2,006 Relationship with contracted caregivers — 7,521 7,505 16 Trade names 2 years 6,516 4,014 2,502 Trade names (indefinite life) — 45,800 — 45,800 Licenses and permits 2 years 49,773 40,416 9,357 $ 615,700 $ 313,471 $ 302,229 |
Schedule of Indefinite Lived Intangible Assets | Intangible assets consist of the following as of September 30, 2017 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 540,826 $ 290,687 $ 250,139 Non-compete/non-solicit 1 year 7,196 5,228 $ 1,968 Relationship with contracted caregivers — 7,521 7,521 $ — Trade names 2 years 7,138 4,779 $ 2,359 Trade names (indefinite life) — 42,400 — $ 42,400 Licenses and permits 3 years 58,443 42,234 $ 16,209 $ 663,524 $ 350,449 $ 313,075 Intangible assets consist of the following as of September 30, 2016 (in thousands): Description Weighted Average Remaining Life Gross Carrying Value Accumulated Amortization Intangible Assets, Net Agency contracts 7 years $ 499,652 $ 257,104 $ 242,548 Non-compete/non-solicit 2 years 6,438 4,432 2,006 Relationship with contracted caregivers — 7,521 7,505 16 Trade names 2 years 6,516 4,014 2,502 Trade names (indefinite life) — 45,800 — 45,800 Licenses and permits 2 years 49,773 40,416 9,357 $ 615,700 $ 313,471 $ 302,229 |
Schedule of Amortization Expense Related to Intangible Assets | The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows: Year Ending September 30, (In thousands) 2018 $ 40,940 2019 39,512 2020 38,415 2021 35,007 2022 33,236 Thereafter 83,565 $ 270,675 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following as of September 30 (in thousands): 2017 2016 Buildings, building improvements and land $ 126,497 $ 125,604 Vehicles 76,677 66,421 Computer hardware and software 35,863 33,053 Leasehold improvements 97,476 83,533 Furniture and fixtures 19,530 18,148 Office and telecommunication equipment 7,613 6,236 Software for internal use 6,129 4,608 Construction in progress 3,181 2,472 372,966 340,075 Less accumulated depreciation (189,628 ) (165,067 ) Property and equipment, net $ 183,338 $ 175,008 |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following as of September 30 (in thousands): 2017 2016 Prepaid business expense $ 3,827 $ 3,283 Prepaid insurance 279 524 Anticipated insurance recoveries 7,291 8,067 Other 1,601 8,967 Prepaid expenses and other current assets $ 12,998 $ 20,841 |
Other Accrued Liabilities | Other accrued liabilities consist of the following as of September 30 (in thousands): 2017 2016 Accrued insurance $ 19,328 $ 19,374 Overpayments 1,752 1,459 Due to third party payors 6,942 6,601 Accrued professional services 3,225 2,028 Accrued interest 166 86 Other 10,871 22,132 Other accrued liabilities $ 42,284 $ 51,680 |
Other Long-Term Liabilities | Other long-term liabilities consist of the following as of September 30 (in thousands): 2017 2016 Accrued self-insurance reserves $ 55,096 $ 60,080 Other 21,985 21,386 Other long-term liabilities $ 77,081 $ 81,466 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The Company’s long-term debt consists of the following as of September 30 (in thousands): 2017 2016 Term loan principal; principal and interest are due in quarterly installments through January 31, 2021 $ 632,476 $ 639,030 Original issue discount on term loan, net of accumulated amortization (901 ) (1,178 ) Deferred financing costs, net of accumulated amortization (5,122 ) (5,890 ) 626,453 631,962 Less current portion 6,554 6,554 Long-term debt $ 619,899 $ 625,408 |
Schedule of Annual Maturities of Company's Debt | Annual maturities of the Company’s debt for the fiscal year ended September 30 are as follows: (In thousands) 2018 $ 6,554 2019 6,554 2020 6,554 2021 612,814 Total $ 632,476 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities on a Recurring Basis | The following table set forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2017 . (in thousands) Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities Interest Rate Swap Agreements $ (153 ) $ — $ (153 ) $ — The following table set forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2016 . (in thousands) Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities Interest Rate Swap Agreements $ (5,979 ) $ — $ (5,979 ) $ — Contingent consideration (5,915 ) — — (5,915 ) |
Summary of Changes in Fair Value of Company's Level 3 Liabilities Measured on Recurring Basis | The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities measured on a recurring basis for fiscal years 2017 and 2016 . (in thousands) Level 3 Inputs Liabilities Balance at September 30, 2015 $ 9,075 Present value accretion (211 ) Fair value adjustments 616 Payments (3,565 ) Balance at September 30, 2016 $ 5,915 Fair value adjustments 194 Payments (6,109 ) Balance at September 30, 2017 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Non-cancellable Operating Leases | Future minimum lease payments for non-cancellable operating leases for the fiscal years ending September 30 are as follows (in thousands): 2018 $ 67,731 2019 57,408 2020 45,903 2021 36,321 2022 28,372 Thereafter 81,635 $ 317,370 |
Schedule of Future Minimum Lease Payments under Capital Leases | The following is a schedule of the future minimum lease payments under the capital leases for the fiscal years ending September 30 (in thousands): 2018 $ 1,124 2019 1,124 2020 1,124 2021 1,124 2022 777 Thereafter 1,854 Total minimum lease payments 7,127 Less: Interest payments (2,115 ) $ 5,012 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes consists of the following as of September 30 (in thousands): 2017 2016 2015 Current: Federal $ 18,701 $ 5,382 $ — State 5,708 3,549 2,333 Total current tax provision 24,409 8,931 2,333 Deferred: Federal (17,894 ) 4,701 1,735 State (4,651 ) (342 ) (1,379 ) Net deferred tax provision (benefit) (22,545 ) 4,359 356 Income tax provision $ 1,864 $ 13,290 $ 2,689 |
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities consist of the following as of September 30 (in thousands): 2017 2016 Gross deferred tax assets: Deferred compensation $ 1,300 $ 1,371 Interest rate swap agreements 62 2,418 Accrued workers’ compensation 11,147 11,196 Net operating loss carryforwards 6,215 7,330 Allowance for bad debts 6,398 4,797 Stock compensation 3,353 2,040 Other accrued liabilities 9,634 4,666 38,109 33,818 Valuation allowance (6,215 ) (7,322 ) Deferred tax assets 31,894 26,496 Deferred tax liabilities: Depreciation (1,596 ) (994 ) Amortization of goodwill and intangible assets (52,647 ) (67,175 ) Net deferred tax liabilities $ (22,349 ) $ (41,673 ) |
Reconciliation Between Statutory and Effective Income Tax Rates | The following is reconciliation between the statutory and effective income tax rates at September 30 (in thousands): 2017 2016 2015 Federal income tax at statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 8.5 % 9.3 % 3.6 % Nondeductible compensation (1) 7.9 % 18.8 % 0.8 % Other nondeductible expenses (0.4 )% 1.5 % 9.1 % Credits (22.5 )% (6.6 )% (3.0 )% Other (5.8 )% 0.4 % (5.7 )% Effective tax rate 22.7 % 58.4 % 39.8 % (1) The higher impact on the effective rate for fiscal 2016 was due to a stock compensation charge of $10.5 million recorded in the first quarter of fiscal 2016 related to certain awards under our former equity compensation plan that vested in October 2015. Refer to Note 21 - Stock-Based Compensation for further information. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Performance of Operating Segments | The following table is a financial summary by reportable segments for the periods indicated (in thousands). For the Year Ended September 30, I/DD SRS ARY Corporate/Other Consolidated 2017 Net revenue (1) $ 967,033 $ 309,543 $ 141,742 $ 56,192 $ 1,474,510 EBITDA 138,976 51,799 21,590 (95,060 ) 117,305 Total assets (3) 512,658 257,718 71,298 207,708 1,049,382 Depreciation and amortization 37,445 23,622 5,662 8,984 75,713 Purchases of property and equipment 25,234 12,625 1,258 7,532 46,649 2016 (2) Net revenue (1) $ 935,941 $ 289,093 $ 147,279 $ 35,274 $ 1,407,587 EBITDA 140,279 54,855 20,597 (86,112 ) 129,619 Total assets 475,206 253,612 82,617 256,710 1,068,145 Depreciation and amortization 37,850 23,412 5,722 6,077 73,061 Purchases of property and equipment 21,050 11,417 1,990 8,899 43,356 2015 (2) Net revenue (1) $ 891,851 $ 263,920 $ 191,511 $ 19,664 $ 1,366,946 EBITDA 134,275 49,099 27,171 (83,669 ) 126,876 Total assets 466,122 257,446 94,051 218,470 1,036,089 Depreciation and amortization 37,287 22,740 7,227 4,258 71,512 Purchases of property and equipment 20,662 16,551 1,647 3,933 42,793 (1) In fiscal 2015 and 2016, we discontinued ARY services in the states of Illinois, Florida, Indiana, Louisiana, North Carolina and Texas. Included in the results for fiscal 2016 and 2015 is net revenue of $7.1 million and $53.9 million , respectively, related to these businesses. (2) The previously reported segment information for fiscal 2015 and 2016 has been revised to reflect the new composition of the reportable segments. (3) In the fourth quarter of fiscal 2017, the Company corrected the estimates used to determine the allocation of goodwill in connection with the segment change as of October 1, 2016. As a result, an additional $9.7 million was allocated to the I/DD segment compared to the allocation amount previously reported in fiscal 2017. Total segment assets have been updated from previously reported amounts for this change. |
Reconciliation of EBITDA to Income from Continuing Operations | A reconciliation of EBITDA to income from continuing operations on a consolidated basis is as follows: Year Ended September 30 2017 2016 2015 EBITDA $ 117,305 $ 129,619 $ 126,876 Less: Depreciation and amortization 75,713 73,061 71,512 Interest expense, net (1) 33,397 33,811 37,943 Intangible asset impairment charges (2) — — 10,660 Income from continuing operations before income taxes $ 8,195 $ 22,747 $ 6,761 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Year Ended September 30, 2017 2016 2015 Numerator Net income $ 6,331 $ 9,187 $ 3,072 Denominator Weighted average shares outstanding, basic 37,302,941 37,112,794 36,959,997 Weighted average common equivalent shares 163,384 150,121 128,635 Weighted average shares outstanding, diluted 37,466,325 37,262,915 37,088,632 Net income per share, basic and diluted $ 0.17 $ 0.25 $ 0.08 Equity instruments excluded from diluted net income per share calculation as the effect would have been anti-dilutive: Stock options 789,702 534,312 1,758 Restricted stock units 92,435 83,793 5,664 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions in Calculating the Fair Value of Options Granted | The fair value of each option granted was estimated on the grant date using the Black-Scholes valuation model with the following assumptions: 2017 2016 2015 Risk-free interest rate 1.83% - 2.08% 1.32% - 1.92% 1.69% - 1.74% Expected term 6 years 6 years 6 years Expected volatility 34.32% - 36.21% 34.65% - 36.20% 38.80% - 40.40% Expected dividend yield — % — % — % |
Summary of Stock Option Activity | The table below summarizes our stock option activity during fiscal year 2017 : Number of Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at September 30, 2016 709,832 $ 19.42 Granted 319,604 16.90 Forfeited 82,823 19.16 Exercised 59,426 16.92 Expired 9,406 24.29 Outstanding at September 30, 2017 877,781 $ 18.65 7.9 $ 1,045 Vested or expected to vest as of September 30, 2017 857,299 $ 18.65 7.8 $ 1,020 Exercisable at September 30, 2017 457,195 $ 18.07 6.9 $ 580 |
Summary of Issued Restricted Stock Awards | A summary of our issued restricted stock unit awards is as follows: Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested units at September 30, 2016 442,528 $ 21.24 Granted 566,668 17.79 Forfeited 78,210 19.21 Vested 253,580 19.62 Non-vested units at September 30, 2017 677,406 $ 19.20 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of PRSU activity for the year ended September 30, 2017 is as follows: Number of Performance Based Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested units at September 30, 2016 42,467 $ 19.84 Granted 45,624 19.85 Forfeited (3,586 ) 19.84 Vested — — Non-vested units at September 30, 2017 84,505 $ 19.85 Units expected to vest as of September 30, 2017 45,624 $ 19.85 |
Valuation and Qualifying Acco49
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Summary Information about Allowances for Doubtful Accounts and Sales Allowances | The following table summarizes information about the allowances for doubtful accounts and sales allowances for the years ended September 30, 2017 , 2016 and 2015 (in thousands): Balance at Beginning of Year Provision Write-Offs Balance at end of Year Fiscal year ended September 30, 2017 $ 11,863 $ 20,674 $ (16,540 ) $ 15,997 Fiscal year ended September 30, 2016 $ 11,207 $ 14,784 $ (14,128 ) $ 11,863 Fiscal year ended September 30, 2015 $ 11,491 $ 17,055 $ (17,339 ) $ 11,207 |
Quarterly Financial Data (una50
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Consolidated Statement of Operations Data for Eight Quarters | The following table presents consolidated statement of income data for each of the eight quarters in the period which began October 1, 2015 and ended September 30, 2017 . This information is derived from the Company’s unaudited financial statements, which in the opinion of management contain all adjustments necessary for a fair presentation of such financial data. Operating results for these periods are not necessarily indicative of the operating results for a full year. Historical results are not necessarily indicative of the results to be expected in future periods. For The Quarters Ended (in thousands, except per share amounts) September 30, June 30, March 31, December 31, September 30, June 30, March 31, December 31, Net revenue $ 380,372 $ 372,345 $ 362,399 $ 359,394 $ 362,194 $ 353,963 $ 345,683 $ 345,747 Gross margin 81,836 79,847 76,881 75,418 81,398 79,394 79,879 74,735 Income (loss) from continuing operations, net of tax (1) (10,688 ) 7,361 5,479 4,179 2,675 4,843 7,513 (5,574 ) Loss from discontinued operations, net of tax — — — — (15 ) (27 ) (198 ) (30 ) Net income (loss) $ (10,688 ) $ 7,361 $ 5,479 $ 4,179 $ 2,660 $ 4,816 $ 7,315 $ (5,604 ) Income (loss) per common share, basic and diluted Income (loss) from continuing operations $ (0.29 ) $ 0.20 $ 0.15 $ 0.11 $ 0.07 $ 0.13 $ 0.20 $ (0.15 ) Loss from discontinued operations — — — — — — — — Net income (loss) $ (0.29 ) $ 0.20 $ 0.15 $ 0.11 $ 0.07 $ 0.13 $ 0.20 $ (0.15 ) Weighted average number of common shares outstanding, basic 37,375 37,323 37,282 37,231 37,145 37,108 37,102 37,095 Weighted average number of common shares outstanding, diluted 37,375 37,495 37,417 37,329 37,308 37,252 37,207 37,095 (1) During the three month periods ended September 30, 2017 and 2016 the Company recorded goodwill impairment charges of $28.0 million and $10.3 million , respectively. See Note 7 to the consolidated financial statements for more information. |
Business Overview (Detail)
Business Overview (Detail) | Oct. 01, 2015shares | Sep. 30, 2017clientState |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Area of operations, number of states | State | 36 | |
Number of residential clients | 11,800 | |
Number of periodic clients (more than) | 18,600 | |
NMH Investment | Secondary Offering | Common Stock | ||
Product Information [Line Items] | ||
Shares sold by stockholders (shares) | shares | 25,250,000 |
Significant Accounting Polici52
Significant Accounting Policies - Additional Information (Detail) | Oct. 01, 2015shares | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($)State | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalent insured by FDIC | $ 250,000 | ||||
Cash and cash equivalents exceeding federally insured limits | $ 7,000,000 | ||||
Area of operations, number of states | State | 36 | ||||
Capitalized costs related to software development | $ 1,400,000 | ||||
Stock based compensation expense | $ 8,400,000 | $ 17,100,000 | $ 5,200,000 | ||
Sales Revenue, Net | Government Contracts Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue from state and local government | 89.00% | ||||
Common Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Stock based compensation expense | $ 10,500,000 | $ 10,500,000 | |||
MINNESOTA | Human Services | Sales Revenue, Segment | Geographic Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of revenue from state and local government | 15.00% | 15.00% | 15.00% | ||
NMH Investment | Secondary Offering | Common Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Shares sold by stockholders (shares) | shares | 25,250,000 | ||||
Accounting Standards Update 2015-03 | |||||
Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, effect of adoption, quantification | $ 5,900,000 | ||||
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2015-07 | |||||
Significant Accounting Policies [Line Items] | |||||
Deferred tax assets, net, current | 18,013,000 | ||||
Deferred tax assets, net, noncurrent | $ 18,013,000 |
Significant Accounting Polici53
Significant Accounting Policies - Schedule of Cost and Depreciation for Property and Equipment (Detail) | 12 Months Ended |
Sep. 30, 2017 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 30 years |
Building improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 10 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 5 years |
Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 3 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 3 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 7 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (years) | 5 years |
Recent Accounting Pronounceme54
Recent Accounting Pronouncements (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Accounting Changes and Error Corrections [Abstract] | ||
Operating lease commitments | $ 317 | $ 284 |
Restricted cash | $ 50.3 | $ 51 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Sep. 29, 2017USD ($) | Jul. 01, 2017USD ($) | Jun. 26, 2017USD ($) | Jun. 12, 2017USD ($) | Jun. 09, 2017USD ($) | Jun. 01, 2017USD ($) | Mar. 01, 2017USD ($) | Jan. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 15, 2016USD ($) | Mar. 14, 2016USD ($) | Feb. 29, 2016USD ($) | Feb. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) | Apr. 30, 2015USD ($) | Apr. 01, 2015USD ($) | Mar. 23, 2015USD ($) | Jan. 13, 2015USD ($) | Dec. 29, 2014USD ($) | Oct. 31, 2014USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($)company | Sep. 30, 2016USD ($)company | Sep. 30, 2015USD ($)company |
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of companies acquired | company | 11 | 12 | 10 | ||||||||||||||||||||||
Cost of acquisition | $ 82,091,000 | $ 45,196,000 | $ 44,838,000 | ||||||||||||||||||||||
Cash acquired | 500,000 | ||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 50,857,000 | 34,474,000 | 27,470,000 | ||||||||||||||||||||||
Goodwill | 273,325,000 | 273,660,000 | 274,520,000 | ||||||||||||||||||||||
Tangible Assets | 3,593,000 | 1,331,000 | 480,000 | ||||||||||||||||||||||
Net revenue | 1,474,510,000 | 1,407,587,000 | 1,366,946,000 | ||||||||||||||||||||||
Fair value consideration of acquired companies | 45,200,000 | 44,800,000 | |||||||||||||||||||||||
Fair value of goodwill | 27,641,000 | 9,391,000 | 16,888,000 | ||||||||||||||||||||||
Revenue | 27,600,000 | ||||||||||||||||||||||||
Contingent consideration | 0 | 5,900,000 | |||||||||||||||||||||||
Fiscal 2017 Acquisitions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net revenue | 18,200,000 | ||||||||||||||||||||||||
Loma Linda | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 2,700,000 | 2,741,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 2,200,000 | 2,225,000 | |||||||||||||||||||||||
Tangible Assets | 33,000 | ||||||||||||||||||||||||
Fair value of goodwill | 483,000 | ||||||||||||||||||||||||
Loma Linda | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill | 500,000 | ||||||||||||||||||||||||
Loma Linda | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Rainbow ADH | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 24,600,000 | 24,609,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 13,300,000 | 13,260,000 | |||||||||||||||||||||||
Goodwill | 9,900,000 | ||||||||||||||||||||||||
Tangible Assets | 1,500,000 | 1,497,000 | |||||||||||||||||||||||
Fair value of goodwill | 9,852,000 | ||||||||||||||||||||||||
Rainbow ADH | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 11,300,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Rainbow ADH | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 2,000,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
JLH | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 1,500,000 | 1,497,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 1,301,000 | ||||||||||||||||||||||||
Goodwill | 100,000 | ||||||||||||||||||||||||
Tangible Assets | 60,000 | ||||||||||||||||||||||||
Fair value of goodwill | 136,000 | ||||||||||||||||||||||||
JLH | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,300,000 | ||||||||||||||||||||||||
Mi Casa | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 4,900,000 | 4,940,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 3,000,000 | 2,960,000 | |||||||||||||||||||||||
Goodwill | 1,900,000 | ||||||||||||||||||||||||
Tangible Assets | 59,000 | ||||||||||||||||||||||||
Fair value of goodwill | 1,921,000 | ||||||||||||||||||||||||
Mi Casa | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 2,500,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Harbor Rehab | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 2,100,000 | 2,103,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 1,600,000 | 1,642,000 | |||||||||||||||||||||||
Goodwill | 500,000 | ||||||||||||||||||||||||
Tangible Assets | 0 | ||||||||||||||||||||||||
Fair value of goodwill | 461,000 | ||||||||||||||||||||||||
Harbor Rehab | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,100,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Brockton Stoughton ADH | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 6,300,000 | 6,250,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 4,000,000 | 4,000,000 | |||||||||||||||||||||||
Goodwill | 2,100,000 | ||||||||||||||||||||||||
Tangible Assets | 195,000 | ||||||||||||||||||||||||
Fair value of goodwill | 2,055,000 | ||||||||||||||||||||||||
Brockton Stoughton ADH | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 3,400,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Country Life | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 9,400,000 | 9,405,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 6,200,000 | 6,177,000 | |||||||||||||||||||||||
Goodwill | 3,200,000 | ||||||||||||||||||||||||
Tangible Assets | 72,000 | ||||||||||||||||||||||||
Fair value of goodwill | 3,156,000 | ||||||||||||||||||||||||
Country Life | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 4,800,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 11 years | ||||||||||||||||||||||||
HSI | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 30,000,000 | 29,968,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 18,900,000 | 18,860,000 | |||||||||||||||||||||||
Goodwill | 9,600,000 | ||||||||||||||||||||||||
Tangible Assets | 1,500,000 | 1,539,000 | |||||||||||||||||||||||
Fair value of goodwill | 9,569,000 | ||||||||||||||||||||||||
HSI | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 14,700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
HSI | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 4,100,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
Other acquisitions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | 578,000 | 637,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 432,000 | 361,000 | |||||||||||||||||||||||
Tangible Assets | 138,000 | 48,000 | |||||||||||||||||||||||
Fair value of goodwill | 8,000 | 228,000 | |||||||||||||||||||||||
Other acquisitions | SRS | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value consideration of acquired companies | $ 900,000 | ||||||||||||||||||||||||
Mother's Touch | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 3,400,000 | 3,400,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 2,700,000 | 2,741,000 | |||||||||||||||||||||||
Tangible Assets | 9,000 | ||||||||||||||||||||||||
Fair value of goodwill | 650,000 | ||||||||||||||||||||||||
Mother's Touch | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 650,000 | ||||||||||||||||||||||||
Mother's Touch | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 2,700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Winways | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 800,000 | 756,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 600,000 | 619,000 | |||||||||||||||||||||||
Tangible Assets | 29,000 | ||||||||||||||||||||||||
Fair value of goodwill | 108,000 | ||||||||||||||||||||||||
Winways | SRS | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 100,000 | ||||||||||||||||||||||||
Winways | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 500,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Triumph | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 2,600,000 | 2,600,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 2,300,000 | 2,335,000 | |||||||||||||||||||||||
Tangible Assets | 0 | ||||||||||||||||||||||||
Fair value of goodwill | 265,000 | ||||||||||||||||||||||||
Triumph | SRS | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 300,000 | ||||||||||||||||||||||||
Triumph | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 2,200,000 | ||||||||||||||||||||||||
Triumph | Other Intangible Assets | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Brighton Worcester ADH | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 13,600,000 | 13,640,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 10,600,000 | 10,600,000 | |||||||||||||||||||||||
Tangible Assets | 363,000 | ||||||||||||||||||||||||
Fair value of goodwill | 2,677,000 | ||||||||||||||||||||||||
Brighton Worcester ADH | Corporate and Other | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 2,700,000 | ||||||||||||||||||||||||
Brighton Worcester ADH | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 9,900,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Brighton Worcester ADH | Trade names | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
TLC Duluth | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 8,500,000 | 8,500,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 7,100,000 | 7,132,000 | |||||||||||||||||||||||
Tangible Assets | 26,000 | ||||||||||||||||||||||||
Fair value of goodwill | 1,342,000 | ||||||||||||||||||||||||
TLC Duluth | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 1,300,000 | ||||||||||||||||||||||||
TLC Duluth | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 6,200,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
TLC Duluth | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 900,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
Maryland ADH | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 12,300,000 | 12,284,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 7,700,000 | 7,680,000 | |||||||||||||||||||||||
Tangible Assets | 800,000 | 769,000 | |||||||||||||||||||||||
Fair value of goodwill | 3,835,000 | ||||||||||||||||||||||||
Maryland ADH | Corporate and Other | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 3,800,000 | ||||||||||||||||||||||||
Maryland ADH | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 6,700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Maryland ADH | Trade names | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,000,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
Eagle Crest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 2,000,000 | 2,000,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 1,700,000 | 1,698,000 | |||||||||||||||||||||||
Tangible Assets | 0 | ||||||||||||||||||||||||
Fair value of goodwill | 302,000 | ||||||||||||||||||||||||
Eagle Crest | SRS | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 300,000 | ||||||||||||||||||||||||
Eagle Crest | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,400,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
CRM | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 1,100,000 | 1,140,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 900,000 | 900,000 | 934,000 | ||||||||||||||||||||||
Tangible Assets | 87,000 | ||||||||||||||||||||||||
Fair value of goodwill | 119,000 | ||||||||||||||||||||||||
CRM | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 100,000 | 100,000 | |||||||||||||||||||||||
CRM | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 800,000 | $ 800,000 | |||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Fiscal 2015 Acquisitions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Net revenue | 25,200,000 | ||||||||||||||||||||||||
Capstone | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 4,500,000 | 4,475,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 3,539,000 | ||||||||||||||||||||||||
Tangible Assets | 178,000 | ||||||||||||||||||||||||
Fair value of goodwill | 758,000 | ||||||||||||||||||||||||
Capstone | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 800,000 | ||||||||||||||||||||||||
Capstone | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 2,600,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Capstone | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 800,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
Capstone | Non-Compete Agreements/Non-solicit Agreement | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 100,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
Lakeview | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 8,000,000 | 7,984,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 6,664,000 | ||||||||||||||||||||||||
Tangible Assets | 48,000 | ||||||||||||||||||||||||
Fair value of goodwill | 1,272,000 | ||||||||||||||||||||||||
Lakeview | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 6,000,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Lakeview | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
Lakeview | Non-Compete Agreements/Non-solicit Agreement | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 31,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
Cassell | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 24,300,000 | 24,270,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 11,600,000 | ||||||||||||||||||||||||
Tangible Assets | 37,000 | ||||||||||||||||||||||||
Fair value of goodwill | 12,633,000 | ||||||||||||||||||||||||
Contingent consideration | 6,100,000 | 6,100,000 | |||||||||||||||||||||||
Earn-out liabilities settled | $ 4,700,000 | $ 2,300,000 | |||||||||||||||||||||||
Cassell | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 10,300,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Cassell | Trade names | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,100,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
Cassell | Non-Compete Agreements/Non-solicit Agreement | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 200,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
CPS | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 1,250,000 | 1,250,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 876,000 | ||||||||||||||||||||||||
Tangible Assets | 19,000 | ||||||||||||||||||||||||
Fair value of goodwill | 355,000 | ||||||||||||||||||||||||
CPS | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 700,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
CPS | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 200,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
CPS | Non-Compete Agreements/Non-solicit Agreement | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 5,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 5 years | ||||||||||||||||||||||||
Snug Harbor | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 938,000 | ||||||||||||||||||||||||
Tangible Assets | 28,000 | ||||||||||||||||||||||||
Fair value of goodwill | 34,000 | ||||||||||||||||||||||||
Snug Harbor | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 34,000 | ||||||||||||||||||||||||
Snug Harbor | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 900,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Heritage | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 2,200,000 | 2,197,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 1,252,000 | ||||||||||||||||||||||||
Tangible Assets | 0 | ||||||||||||||||||||||||
Fair value of goodwill | 945,000 | ||||||||||||||||||||||||
Heritage | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,100,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Heritage | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 200,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years | ||||||||||||||||||||||||
Heritage | Trade names | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 22,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 1 year | ||||||||||||||||||||||||
Visions of N.E.W. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cost of acquisition | $ 3,000,000 | 3,025,000 | |||||||||||||||||||||||
Recognized identifiable intangible assets acquired | 2,240,000 | ||||||||||||||||||||||||
Tangible Assets | 122,000 | ||||||||||||||||||||||||
Fair value of goodwill | $ 663,000 | ||||||||||||||||||||||||
Visions of N.E.W. | I/DD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Fair value of goodwill | 700,000 | ||||||||||||||||||||||||
Visions of N.E.W. | Agency Contracts | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 1,800,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 12 years | ||||||||||||||||||||||||
Visions of N.E.W. | Licenses and permits | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Recognized identifiable intangible assets acquired | $ 400,000 | ||||||||||||||||||||||||
Weighted average useful life (in years) | 10 years |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 29, 2017 | Jul. 01, 2017 | Jun. 26, 2017 | Jun. 12, 2017 | Jun. 09, 2017 | Jun. 01, 2017 | Mar. 01, 2017 | Jan. 31, 2017 | Mar. 31, 2016 | Mar. 15, 2016 | Mar. 14, 2016 | Feb. 29, 2016 | Feb. 01, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Apr. 30, 2015 | Apr. 01, 2015 | Mar. 23, 2015 | Jan. 13, 2015 | Dec. 29, 2014 | Oct. 31, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 50,857 | $ 34,474 | $ 27,470 | |||||||||||||||||||||
Other Assets, Net | 3,593 | 1,331 | 480 | |||||||||||||||||||||
Total Identifiable Assets | 54,450 | 35,805 | 27,950 | |||||||||||||||||||||
Goodwill | 27,641 | 9,391 | 16,888 | |||||||||||||||||||||
Purchase Consideration | 82,091 | 45,196 | 44,838 | |||||||||||||||||||||
Loma Linda | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 2,200 | 2,225 | ||||||||||||||||||||||
Other Assets, Net | 33 | |||||||||||||||||||||||
Total Identifiable Assets | 2,258 | |||||||||||||||||||||||
Goodwill | 483 | |||||||||||||||||||||||
Purchase Consideration | $ 2,700 | 2,741 | ||||||||||||||||||||||
Rainbow ADH | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 13,300 | 13,260 | ||||||||||||||||||||||
Other Assets, Net | 1,500 | 1,497 | ||||||||||||||||||||||
Total Identifiable Assets | 14,757 | |||||||||||||||||||||||
Goodwill | 9,852 | |||||||||||||||||||||||
Purchase Consideration | $ 24,600 | 24,609 | ||||||||||||||||||||||
JLH | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 1,301 | |||||||||||||||||||||||
Other Assets, Net | 60 | |||||||||||||||||||||||
Total Identifiable Assets | 1,361 | |||||||||||||||||||||||
Goodwill | 136 | |||||||||||||||||||||||
Purchase Consideration | $ 1,500 | 1,497 | ||||||||||||||||||||||
Mi Casa | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 3,000 | 2,960 | ||||||||||||||||||||||
Other Assets, Net | 59 | |||||||||||||||||||||||
Total Identifiable Assets | 3,019 | |||||||||||||||||||||||
Goodwill | 1,921 | |||||||||||||||||||||||
Purchase Consideration | $ 4,900 | 4,940 | ||||||||||||||||||||||
Harbor Rehab | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 1,600 | 1,642 | ||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 1,642 | |||||||||||||||||||||||
Goodwill | 461 | |||||||||||||||||||||||
Purchase Consideration | $ 2,100 | 2,103 | ||||||||||||||||||||||
Brockton Stoughton ADH | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 4,000 | 4,000 | ||||||||||||||||||||||
Other Assets, Net | 195 | |||||||||||||||||||||||
Total Identifiable Assets | 4,195 | |||||||||||||||||||||||
Goodwill | 2,055 | |||||||||||||||||||||||
Purchase Consideration | $ 6,300 | 6,250 | ||||||||||||||||||||||
Country Life | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 6,200 | 6,177 | ||||||||||||||||||||||
Other Assets, Net | 72 | |||||||||||||||||||||||
Total Identifiable Assets | 6,249 | |||||||||||||||||||||||
Goodwill | 3,156 | |||||||||||||||||||||||
Purchase Consideration | $ 9,400 | 9,405 | ||||||||||||||||||||||
HSI | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 18,900 | 18,860 | ||||||||||||||||||||||
Other Assets, Net | 1,500 | 1,539 | ||||||||||||||||||||||
Total Identifiable Assets | 20,399 | |||||||||||||||||||||||
Goodwill | 9,569 | |||||||||||||||||||||||
Purchase Consideration | $ 30,000 | 29,968 | ||||||||||||||||||||||
Mother's Touch | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 2,700 | 2,741 | ||||||||||||||||||||||
Other Assets, Net | 9 | |||||||||||||||||||||||
Total Identifiable Assets | 2,750 | |||||||||||||||||||||||
Goodwill | 650 | |||||||||||||||||||||||
Purchase Consideration | $ 3,400 | 3,400 | ||||||||||||||||||||||
Winways | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 600 | 619 | ||||||||||||||||||||||
Other Assets, Net | 29 | |||||||||||||||||||||||
Total Identifiable Assets | 648 | |||||||||||||||||||||||
Goodwill | 108 | |||||||||||||||||||||||
Purchase Consideration | $ 800 | 756 | ||||||||||||||||||||||
Triumph | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 2,300 | 2,335 | ||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 2,335 | |||||||||||||||||||||||
Goodwill | 265 | |||||||||||||||||||||||
Purchase Consideration | 2,600 | 2,600 | ||||||||||||||||||||||
Brighton Worcester ADH | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 10,600 | 10,600 | ||||||||||||||||||||||
Other Assets, Net | 363 | |||||||||||||||||||||||
Total Identifiable Assets | 10,963 | |||||||||||||||||||||||
Goodwill | 2,677 | |||||||||||||||||||||||
Purchase Consideration | $ 13,600 | 13,640 | ||||||||||||||||||||||
TLC Duluth | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 7,100 | 7,132 | ||||||||||||||||||||||
Other Assets, Net | 26 | |||||||||||||||||||||||
Total Identifiable Assets | 7,158 | |||||||||||||||||||||||
Goodwill | 1,342 | |||||||||||||||||||||||
Purchase Consideration | $ 8,500 | 8,500 | ||||||||||||||||||||||
Maryland ADH | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 7,700 | 7,680 | ||||||||||||||||||||||
Other Assets, Net | 800 | 769 | ||||||||||||||||||||||
Total Identifiable Assets | 8,449 | |||||||||||||||||||||||
Goodwill | 3,835 | |||||||||||||||||||||||
Purchase Consideration | $ 12,300 | 12,284 | ||||||||||||||||||||||
Eagle Crest | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 1,700 | 1,698 | ||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 1,698 | |||||||||||||||||||||||
Goodwill | 302 | |||||||||||||||||||||||
Purchase Consideration | $ 2,000 | 2,000 | ||||||||||||||||||||||
CRM | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 900 | 934 | ||||||||||||||||||||||
Other Assets, Net | 87 | |||||||||||||||||||||||
Total Identifiable Assets | 1,021 | |||||||||||||||||||||||
Goodwill | 119 | |||||||||||||||||||||||
Purchase Consideration | $ 1,100 | 1,140 | ||||||||||||||||||||||
RHD | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 18 | |||||||||||||||||||||||
Other Assets, Net | 43 | |||||||||||||||||||||||
Total Identifiable Assets | 61 | |||||||||||||||||||||||
Goodwill | 0 | |||||||||||||||||||||||
Purchase Consideration | 61 | |||||||||||||||||||||||
Learning Services | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 100 | |||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 100 | |||||||||||||||||||||||
Goodwill | 0 | |||||||||||||||||||||||
Purchase Consideration | 100 | |||||||||||||||||||||||
Pine Grove | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 407 | |||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 407 | |||||||||||||||||||||||
Goodwill | 93 | |||||||||||||||||||||||
Purchase Consideration | 500 | |||||||||||||||||||||||
Milne | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 210 | |||||||||||||||||||||||
Other Assets, Net | 5 | |||||||||||||||||||||||
Total Identifiable Assets | 215 | |||||||||||||||||||||||
Goodwill | 0 | |||||||||||||||||||||||
Purchase Consideration | $ 215 | |||||||||||||||||||||||
Capstone | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 3,539 | |||||||||||||||||||||||
Other Assets, Net | 178 | |||||||||||||||||||||||
Total Identifiable Assets | 3,717 | |||||||||||||||||||||||
Goodwill | 758 | |||||||||||||||||||||||
Purchase Consideration | $ 4,500 | 4,475 | ||||||||||||||||||||||
Lakeview | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 6,664 | |||||||||||||||||||||||
Other Assets, Net | 48 | |||||||||||||||||||||||
Total Identifiable Assets | 6,712 | |||||||||||||||||||||||
Goodwill | 1,272 | |||||||||||||||||||||||
Purchase Consideration | $ 8,000 | 7,984 | ||||||||||||||||||||||
Cassell | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 11,600 | |||||||||||||||||||||||
Other Assets, Net | 37 | |||||||||||||||||||||||
Total Identifiable Assets | 11,637 | |||||||||||||||||||||||
Goodwill | 12,633 | |||||||||||||||||||||||
Purchase Consideration | $ 24,300 | 24,270 | ||||||||||||||||||||||
CPS | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 876 | |||||||||||||||||||||||
Other Assets, Net | 19 | |||||||||||||||||||||||
Total Identifiable Assets | 895 | |||||||||||||||||||||||
Goodwill | 355 | |||||||||||||||||||||||
Purchase Consideration | $ 1,250 | 1,250 | ||||||||||||||||||||||
Snug Harbor | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 938 | |||||||||||||||||||||||
Other Assets, Net | 28 | |||||||||||||||||||||||
Total Identifiable Assets | 966 | |||||||||||||||||||||||
Goodwill | 34 | |||||||||||||||||||||||
Purchase Consideration | $ 1,000 | 1,000 | ||||||||||||||||||||||
Heritage | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | $ 1,252 | |||||||||||||||||||||||
Other Assets, Net | 0 | |||||||||||||||||||||||
Total Identifiable Assets | 1,252 | |||||||||||||||||||||||
Goodwill | 945 | |||||||||||||||||||||||
Purchase Consideration | 2,200 | 2,197 | ||||||||||||||||||||||
Visions of N.E.W. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 2,240 | |||||||||||||||||||||||
Other Assets, Net | 122 | |||||||||||||||||||||||
Total Identifiable Assets | 2,362 | |||||||||||||||||||||||
Goodwill | 663 | |||||||||||||||||||||||
Purchase Consideration | $ 3,000 | 3,025 | ||||||||||||||||||||||
Other acquisitions | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Identifiable Intangible Assets | 432 | 361 | ||||||||||||||||||||||
Other Assets, Net | 138 | 48 | ||||||||||||||||||||||
Total Identifiable Assets | 570 | 409 | ||||||||||||||||||||||
Goodwill | 8 | 228 | ||||||||||||||||||||||
Purchase Consideration | $ 578 | $ 637 |
Proforma Results of Operation57
Proforma Results of Operations (unaudited) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | |||
Net revenue | $ 1,534,532 | $ 1,507,342 | $ 1,429,166 |
Net income | $ 12,058 | $ 19,254 | $ 9,779 |
Disposition of Businesses (Deta
Disposition of Businesses (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - ARY Services - USD ($) $ in Millions | Dec. 01, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash payment to buyer | $ 1.3 | ||
Loss on disposition of business | $ 1.3 | ||
Closure costs | $ 2 | ||
Severance costs | 0.5 | ||
Lease termination costs | 1.5 | ||
Pretax gain (loss) for disposal group | $ (5.6) | $ (13.9) |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Goodwill and intangible asset impairment | $ 27,969 | $ 10,251 | |
Amortization expense | 37,000 | 38,100 | $ 38,700 |
Intangible assets, impairment charge | 0 | 0 | 10,660 |
ARY | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Intangible assets, impairment charge | 10,400 | ||
ARY | Relationship with contracted caregivers | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Intangible assets, impairment charge | 400 | ||
ARY | Agency Contracts | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Intangible assets, impairment charge | 9,800 | ||
ARY | Other Intangible Assets | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Intangible assets, impairment charge | $ 200 | ||
Rainbow ADH | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Carrying value of trade names | 400 | $ 3,400 | |
Impairment of trade names | $ 3,000 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | |||
Beginning Balance | $ 273,660 | $ 274,520 | |
Goodwill acquired through acquisitions | 27,641 | 9,391 | |
Impairment | (27,969) | (10,251) | |
Impact of segment change | 0 | ||
Acquisition adjustments | (7) | ||
Ending Balance | $ 273,325 | 273,325 | 273,660 |
Operating Segments | I/DD | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 104,155 | 101,951 | |
Goodwill acquired through acquisitions | 10,198 | 2,204 | |
Impairment | 0 | 0 | |
Impact of segment change | 9,700 | 44,980 | |
Acquisition adjustments | (17) | ||
Ending Balance | 159,316 | 159,316 | 104,155 |
Operating Segments | SRS | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 81,909 | 81,234 | |
Goodwill acquired through acquisitions | 3,616 | 675 | |
Impairment | 0 | 0 | |
Impact of segment change | 0 | ||
Acquisition adjustments | 0 | ||
Ending Balance | 85,525 | 85,525 | 81,909 |
Operating Segments | ARY | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 73,464 | 73,464 | |
Goodwill acquired through acquisitions | 0 | 0 | |
Impairment | 0 | 0 | |
Impact of segment change | (44,980) | ||
Acquisition adjustments | 0 | ||
Ending Balance | 28,484 | 28,484 | 73,464 |
Corporate/Other | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 14,132 | 17,871 | |
Goodwill acquired through acquisitions | 13,827 | 6,512 | |
Impairment | (27,969) | (10,251) | |
Impact of segment change | 0 | ||
Acquisition adjustments | 10 | ||
Ending Balance | $ 0 | $ 0 | $ 14,132 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 663,524 | $ 615,700 |
Accumulated Amortization | 350,449 | 313,471 |
Intangible Assets, Net | 313,075 | 302,229 |
Trade names (indefinite life) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Net | $ 42,400 | $ 45,800 |
Agency contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 7 years | 7 years |
Gross Carrying Value | $ 540,826 | $ 499,652 |
Accumulated Amortization | 290,687 | 257,104 |
Intangible Assets, Net | $ 250,139 | $ 242,548 |
Non-compete/non-solicit | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 1 year | 2 years |
Gross Carrying Value | $ 7,196 | $ 6,438 |
Accumulated Amortization | 5,228 | 4,432 |
Intangible Assets, Net | 1,968 | 2,006 |
Relationship with contracted caregivers | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,521 | 7,521 |
Accumulated Amortization | 7,521 | 7,505 |
Intangible Assets, Net | $ 0 | $ 16 |
Trade names (indefinite life) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 2 years | 2 years |
Gross Carrying Value | $ 7,138 | $ 6,516 |
Accumulated Amortization | 4,779 | 4,014 |
Intangible Assets, Net | $ 2,359 | $ 2,502 |
Licenses and permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 3 years | 2 years |
Gross Carrying Value | $ 58,443 | $ 49,773 |
Accumulated Amortization | 42,234 | 40,416 |
Intangible Assets, Net | $ 16,209 | $ 9,357 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Schedule of Amortization Expense Related to Intangible Assets (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 40,940 |
2,019 | 39,512 |
2,020 | 38,415 |
2,021 | 35,007 |
2,022 | 33,236 |
Thereafter | 83,565 |
Amortization expense related to intangible assets | $ 270,675 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 372,966 | $ 340,075 |
Less accumulated depreciation | (189,628) | (165,067) |
Property and equipment, net | 183,338 | 175,008 |
Buildings, building improvements and land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 126,497 | 125,604 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 76,677 | 66,421 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,863 | 33,053 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 97,476 | 83,533 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,530 | 18,148 |
Office and telecommunication equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,613 | 6,236 |
Software for internal use | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,129 | 4,608 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,181 | $ 2,472 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense for continuing operations | $ 38,700,000 | $ 34,900,000 | $ 32,800,000 |
Depreciation expense for discontinued operations | $ 0 | $ 38,000 | $ 100,000 |
Certain Balance Sheet Account65
Certain Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid business expense | $ 3,827 | $ 3,283 |
Prepaid insurance | 279 | 524 |
Anticipated insurance recoveries | 7,291 | 8,067 |
Other | 1,601 | 8,967 |
Prepaid expenses and other current assets | $ 12,998 | $ 20,841 |
Certain Balance Sheet Account66
Certain Balance Sheet Accounts - Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued insurance | $ 19,328 | $ 19,374 |
Overpayments | 1,752 | 1,459 |
Due to third party payors | 6,942 | 6,601 |
Accrued professional services | 3,225 | 2,028 |
Accrued interest | 166 | 86 |
Other | 10,871 | 22,132 |
Other accrued liabilities | $ 42,284 | $ 51,680 |
Certain Balance Sheet Account67
Certain Balance Sheet Accounts - Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued self-insurance reserves | $ 55,096 | $ 60,080 |
Other | 21,985 | 21,386 |
Other long-term liabilities | $ 77,081 | $ 81,466 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Term loan principal; principal and interest are due in quarterly installments through January 31, 2021 | $ 632,476 | $ 639,030 |
Original issue discount on term loan, net of accumulated amortization | (901) | (1,178) |
Deferred financing costs, net of accumulated amortization | (5,122) | (5,890) |
Long-term debt, current and noncurrent | 626,453 | 631,962 |
Less current portion | 6,554 | 6,554 |
Long-term debt | $ 619,899 | $ 625,408 |
Long-term Debt - Senior Secured
Long-term Debt - Senior Secured Credit Facility (Details) - USD ($) | Nov. 21, 2017 | May 25, 2017 | Sep. 30, 2017 | Oct. 25, 2017 | Oct. 24, 2017 | Jan. 31, 2014 |
Term Loan | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable rate floor (percent) | 2.00% | |||||
NMH Investment | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, current borrowing capacity | $ 47,400,000 | |||||
NMH Investment | Interest Rate Swap One | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 10000.00% | |||||
NMH Investment | Interest Rate Swap One | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 2.00% | |||||
NMH Investment | Senior Secured Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment premium percent (percent) | 1.00% | |||||
NMH Investment | Senior Secured Credit Facilities | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis points for interest rate (percent) | 0.25% | |||||
NMH Investment | Senior Secured Credit Facilities | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis points for interest rate (percent) | 0.25% | |||||
NMH Investment | Revolving and Swingline Loans | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 10000.00% | |||||
NMH Investment | Revolving and Swingline Loans | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 2.25% | |||||
NMH Investment | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 120,000,000 | |||||
NMH Investment | Line of Credit | Federal Funds | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 0.50% | |||||
NMH Investment | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 655,000,000 | |||||
NMH Investment | Term Loan | Federal Funds | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 0.50% | |||||
NMH Investment | Term Loan | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 3.00% | |||||
Debt instrument, variable rate floor (percent) | 0.75% | |||||
NMH Investment | Term Loan | Eurodollar | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable rate floor (percent) | 0.75% | |||||
NMH Investment | Term Loan | Revolving and Swingline Loans | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (percent) | 3.25% | |||||
NMH Investment | Senior Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit, amount outstanding | $ 0 | |||||
Line of credit facility, commitment fee (percent) | 0.50% | |||||
NMH Investment | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Cash collateral for borrowed securities | 120,000,000 | |||||
NMH Investment | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Cash collateral for borrowed securities | $ 50,000,000 | |||||
NMH Investment | Letter of Credit | Line of Credit | Senior Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 2,930,000 | |||||
Subsequent Event | NMH Investment | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 160,000,000 | |||||
Basis points for interest rate (percent) | 0.25% | |||||
Subsequent Event | NMH Investment | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 730,000,000 | $ 75,000,000 |
Long-term Debt - Senior Notes (
Long-term Debt - Senior Notes (Details) - NMH Investment $ in Millions | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |
Aggregate principle amount redeemed | $ 212 |
Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price percentage of principal amount redeemed | 106.25% |
Expense resulting from redemption | $ 17.1 |
Long-term Debt - Covenants (Det
Long-term Debt - Covenants (Details) - NMH Investment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||
Line of credit facility, commitment percentage | 30.00% | |
Consolidated first lien leverage ratio, maximum (not more than) | 5 | 5.50 |
Long-term Debt - Derivatives (D
Long-term Debt - Derivatives (Details) - Interest Rate Swap Agreements - NMH Investment | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jan. 20, 2015USD ($)Swap |
Debt Instrument [Line Items] | |||
Number of interest swap agreements | Swap | 2 | ||
Derivative, fixed interest rate (percent) | 1.795% | ||
Derivative, notional amount | $ 375,000,000 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Derivative, lower variable interest rate range (percent) | 1.00% | ||
Other Accrued Liabilities | |||
Debt Instrument [Line Items] | |||
Liabilities | $ 153,000 | $ 5,979,000 | |
Derivative liability, fair value | 6,000,000 | ||
Derivative liability, fair value, net of tax | $ 100,000 | $ 3,600,000 |
Long-term Debt - Schedule of An
Long-term Debt - Schedule of Annual Maturities of Company's Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 6,554 | |
2,019 | 6,554 | |
2,020 | 6,554 | |
2,021 | 612,814 | |
Total | $ 632,476 | $ 639,030 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) | 12 Months Ended |
Sep. 30, 2017vote / shares$ / sharesshares | |
Equity [Abstract] | |
Common stock, vote per share | vote / shares | 1 |
Preferred stock, shares authorized (shares) | 50,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Preferred stock, shares outstanding (shares) | 0 |
Employee Savings and Retireme75
Employee Savings and Retirement Plans (Detail) $ in Thousands | Aug. 19, 2015USD ($) | Sep. 30, 2017USD ($)compensation_plan | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Employee Retirement Plans [Line Items] | ||||
Defined contribution, profit sharing, vesting period (in years) | 3 years | |||
Employer contribution to retirement plans | $ 6,200 | $ 6,400 | $ 7,400 | |
Number of deferred compensation plans | compensation_plan | 2 | |||
Employer contribution to deferred compensation plan | $ 400 | 600 | 600 | |
Unfunded accrued liability | 3,000 | 3,100 | ||
Employer contribution to deferral plan | 1,100 | 1,300 | 1,400 | |
Accrued liability | 10,400 | 9,700 | ||
Deferred compensation plan and retirement agreement expense | 1,900 | 1,600 | $ 2,200 | |
Company Owned Life Insurance Plan | ||||
Employee Retirement Plans [Line Items] | ||||
Cash surrender value | 9,000 | 8,000 | ||
Deferred Compensation, Excluding Share-based Payments and Retirement Benefits | Chief Executive Officer | ||||
Employee Retirement Plans [Line Items] | ||||
Deferred compensation, expected payment | $ 800 | |||
Deferred compensation, contractual term (years) | 2 years | |||
Accrued liability | $ 0 | $ 1,400 | ||
Deferred Health and Welfare Benefits | Chief Executive Officer | ||||
Employee Retirement Plans [Line Items] | ||||
Deferred compensation, expected payment | $ 48 | |||
Deferred compensation, contractual term (years) | 2 years | |||
Deferred compensation, expected monthly payment | $ 2 | |||
Deferred Bonus | Chief Executive Officer | ||||
Employee Retirement Plans [Line Items] | ||||
Deferred compensation, expected payment | $ 800 | |||
Deferred compensation, contractual term (years) | 2 years | |||
Target bonus, as a percentage of base salary | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |||
Related party lease expense | $ 0.7 | $ 0.7 | $ 0.8 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Interest Rate Swap Agreements | Quoted Market Prices (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Interest Rate Swap Agreements | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | (153) | (5,979) |
Interest Rate Swap Agreements | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 0 | 0 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | (5,915) | |
Contingent consideration | Quoted Market Prices (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Contingent consideration | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Contingent consideration | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ (5,915) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Company's Level 3 Liabilities Measured on Recurring Basis (Detail) - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Liability balance, beginning of period | $ 5,915 | $ 9,075 |
Present value accretion | (211) | |
Fair value adjustments | 194 | 616 |
Payments | (6,109) | (3,565) |
Liability balance, end of period | $ 0 | $ 5,915 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 0 | $ 5,900,000 | |
Intangible assets, net | 313,075,000 | 302,229,000 | |
Intangible assets, impairment charge | 0 | 0 | $ 10,660,000 |
Rainbow ADH | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of trade names | 3,000,000 | ||
Carrying value of trade names | 400,000 | 3,400,000 | |
Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | $ (5,915,000) | ||
Contingent Consideration | Adult Day Health and Cassell | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | $ (6,100,000) | ||
ARY | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Intangible assets, net | 10,400,000 | ||
Intangible assets, impairment charge | $ 10,400,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leased Assets [Line Items] | |||
Total rent expense | $ 73.5 | $ 70 | $ 65.1 |
Total expected minimum lease commitment | 317 | 284 | |
Assets acquired under capital leases | 7.8 | 7.8 | |
Accumulated amortization on capital leases | 4 | 3.4 | |
Amortization expense | 0.6 | ||
Interest expense on capital leases | $ 0.6 | 0.6 | 0.7 |
Office Building | |||
Operating Leased Assets [Line Items] | |||
Operating lease agreement term | 5 years | ||
Total expected minimum lease commitment | $ 14.3 | ||
Corporate office lease rent expense | $ 1.9 | $ 1.9 | $ 1.7 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment for Noncancellable Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Leases [Abstract] | ||
2,018 | $ 67,731 | |
2,019 | 57,408 | |
2,020 | 45,903 | |
2,021 | 36,321 | |
2,022 | 28,372 | |
Thereafter | 81,635 | |
Total minimum lease payments | $ 317,000 | $ 284,000 |
Leases - Schedule of Future M82
Leases - Schedule of Future Minimum Lease Payments under Capital Leases (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 1,124 |
2,019 | 1,124 |
2,020 | 1,124 |
2,021 | 1,124 |
2,022 | 777 |
Thereafter | 1,854 |
Total minimum lease payments | 7,127 |
Less: Interest payments | (2,115) |
Total minimum leas payments, net of interest | $ 5,012 |
Accruals for Self-Insurance (De
Accruals for Self-Insurance (Details) - USD ($) | Oct. 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Professional and general liability expense | $ 7,200,000 | $ 12,900,000 | $ 10,500,000 | ||
Employment practice liability expense | 5,500,000 | $ 200,000 | $ 400,000 | ||
Insured amount for professional and general liability, per claim | $ 3,000,000 | $ 4,000,000 | |||
Aggregate self-insurance for professional and general liability | $ 28,000,000 | $ 28,000,000 | |||
Claim retention with statutory limit, Workers' compensation | 350,000 | ||||
Claim retention with statutory limit, automobile liability | 100,000 | ||||
Stop loss insurance coverage against extraordinary claims | $ 300,000 |
Other Commitments and Conting84
Other Commitments and Contingencies (Details) | 12 Months Ended |
Sep. 30, 2017complaint | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of pending complaints | 3 |
Number of settled complaints | 1 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Current: | |||
Federal | $ 18,701 | $ 5,382 | $ 0 |
State | 5,708 | 3,549 | 2,333 |
Total current tax provision | 24,409 | 8,931 | 2,333 |
Deferred: | |||
Federal | (17,894) | 4,701 | 1,735 |
State | (4,651) | (342) | (1,379) |
Net deferred tax provision (benefit) | (22,545) | 4,359 | 356 |
Income tax provision | $ 1,864 | $ 13,290 | $ 2,689 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Cash paid for income taxes, net | $ 17,438,000 | $ 12,641,000 | $ 1,860,000 |
Valuation allowance | 6,215,000 | 7,322,000 | |
Net operating loss carryforwards for Federal purposes | 0 | ||
Net operating loss carryforwards for state purposes | 139,400,000 | ||
Unrecognized tax benefits | 0 | 0 | 0 |
Interest and penalties | $ 0 | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Gross deferred tax assets: | ||
Deferred compensation | $ 1,300 | $ 1,371 |
Interest rate swap agreements | 62 | 2,418 |
Accrued workers’ compensation | 11,147 | 11,196 |
Net operating loss carryforwards | 6,215 | 7,330 |
Allowance for bad debts | 6,398 | 4,797 |
Stock compensation | 3,353 | 2,040 |
Other accrued liabilities | 9,634 | 4,666 |
Deferred tax assets, Gross | 38,109 | 33,818 |
Valuation allowance | (6,215) | (7,322) |
Deferred tax assets | 31,894 | 26,496 |
Deferred tax liabilities: | ||
Depreciation | (1,596) | (994) |
Amortization of goodwill and intangible assets | (52,647) | (67,175) |
Net deferred tax liabilities | $ (22,349) | $ (41,673) |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Statutory and Effective Income Tax Rates (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Federal income tax at statutory rate (percent) | 35.00% | 35.00% | 35.00% | |
State income taxes, net of federal tax benefit (percent) | 8.50% | 9.30% | 3.60% | |
Nondeductible compensation (percent) | 7.90% | 18.80% | 0.80% | |
Other nondeductible expenses (percent) | (0.40%) | 1.50% | 9.10% | |
Credits (percent) | (22.50%) | (6.60%) | (3.00%) | |
Other (percent) | (5.80%) | 0.40% | (5.70%) | |
Effective tax rate (percent) | 22.70% | 58.40% | 39.80% | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 8.4 | $ 17.1 | $ 5.2 | |
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 10.5 | $ 10.5 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended | |
Sep. 30, 2017business_unitsegment | Jun. 30, 2017business_unit | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Human Services | ||
Segment Reporting Information [Line Items] | ||
Number of business units | business_unit | 2 | 2 |
Segment Information - Performan
Segment Information - Performance of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 1,474,510 | $ 1,407,587 | $ 1,366,946 | |
EBITDA | 117,305 | 129,619 | 126,876 | |
Total assets | $ 1,049,382 | 1,049,382 | 1,068,145 | 1,036,089 |
Depreciation and amortization | 75,713 | 73,061 | 71,512 | |
Purchases of property and equipment | 46,649 | 43,356 | 42,793 | |
Impact of segment change | 0 | |||
ARY | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 7,100 | 53,900 | ||
Operating Segments | I/DD | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 967,033 | 935,941 | 891,851 | |
EBITDA | 138,976 | 140,279 | 134,275 | |
Total assets | 512,658 | 512,658 | 475,206 | 466,122 |
Depreciation and amortization | 37,445 | 37,850 | 37,287 | |
Purchases of property and equipment | 25,234 | 21,050 | 20,662 | |
Impact of segment change | 9,700 | 44,980 | ||
Operating Segments | SRS | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 309,543 | 289,093 | 263,920 | |
EBITDA | 51,799 | 54,855 | 49,099 | |
Total assets | 257,718 | 257,718 | 253,612 | 257,446 |
Depreciation and amortization | 23,622 | 23,412 | 22,740 | |
Purchases of property and equipment | 12,625 | 11,417 | 16,551 | |
Impact of segment change | 0 | |||
Operating Segments | ARY | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 141,742 | 147,279 | 191,511 | |
EBITDA | 21,590 | 20,597 | 27,171 | |
Total assets | 71,298 | 71,298 | 82,617 | 94,051 |
Depreciation and amortization | 5,662 | 5,722 | 7,227 | |
Purchases of property and equipment | 1,258 | 1,990 | 1,647 | |
Impact of segment change | (44,980) | |||
Corporate/Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 56,192 | 35,274 | 19,664 | |
EBITDA | (95,060) | (86,112) | (83,669) | |
Total assets | $ 207,708 | 207,708 | 256,710 | 218,470 |
Depreciation and amortization | 8,984 | 6,077 | 4,258 | |
Purchases of property and equipment | 7,532 | $ 8,899 | $ 3,933 | |
Impact of segment change | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation of EBITDA to Income from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||
EBITDA | $ 117,305 | $ 129,619 | $ 126,876 |
Depreciation and amortization | 75,713 | 73,061 | 71,512 |
Interest expense, net | 33,397 | 33,811 | 37,943 |
Intangible assets, impairment charge | 0 | 0 | 10,660 |
Income from continuing operations before income taxes | $ 8,195 | $ 22,747 | $ 6,761 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator [Abstract] | |||||||||||
Net income | $ (10,688) | $ 7,361 | $ 5,479 | $ 4,179 | $ 2,660 | $ 4,816 | $ 7,315 | $ (5,604) | $ 6,331 | $ 9,187 | $ 3,072 |
Denominator [Abstract] | |||||||||||
Weighted average number of common shares outstanding, basic (shares) | 37,375,000 | 37,323,000 | 37,282,000 | 37,231,000 | 37,145,000 | 37,108,000 | 37,102,000 | 37,095,000 | 37,302,941 | 37,112,794 | 36,959,997 |
Weighted average common equivalent shares (shares) | 163,384 | 150,121 | 128,635 | ||||||||
Weighted average shares outstanding, diluted (shares) | 37,375,000 | 37,495,000 | 37,417,000 | 37,329,000 | 37,308,000 | 37,252,000 | 37,207,000 | 37,095,000 | 37,466,325 | 37,262,915 | 37,088,632 |
Net income (loss) per share, basic and diluted (dollars per shares) | $ 0.17 | $ 0.25 | $ 0.08 | ||||||||
Stock options | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Equity instruments excluded from diluted net income per share calculation as the effect would have been anti-dilutive (shares) | 789,702 | 534,312 | 1,758 | ||||||||
Restricted stock units | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Equity instruments excluded from diluted net income per share calculation as the effect would have been anti-dilutive (shares) | 92,435 | 83,793 | 5,664 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2015 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option issued (shares) | 319,604 | 230,739 | 12,168 | ||
Award vesting period | 3 years | ||||
Stock based compensation expense | $ 8.4 | $ 17.1 | $ 5.2 | ||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value (less than) | 0.1 | $ 0.1 | $ 0.1 | ||
Unrecognized compensation expense, options | $ 2.1 | ||||
Weighted average recognition period | 1 year 10 months 24 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 9.4 | ||||
Weighted average recognition period | 2 years | ||||
Shares issued (shares) | 566,668 | 283,865 | 39,393 | ||
Granted (dollars per share) | $ 17.79 | $ 23.99 | $ 18 | ||
Fair value of RSUs vested | $ 4.5 | $ 3.1 | $ 5.3 | ||
Performance Restricted Stock Units (PRSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 0.7 | ||||
Weighted average recognition period | 2 years | ||||
Shares issued (shares) | 45,624 | 42,467 | |||
Granted (dollars per share) | $ 19.85 | $ 19.84 | |||
Award requisite service period | 3 years | 3 years | |||
Award vesting rights change in percentage | 25.00% | ||||
2006 Unit Plan | Performance Restricted Stock Units (PRSUs) | Class F Common Units and Class H Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 10.5 | ||||
2014 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units authorized (shares) | 6,663,240 | ||||
Secondary Offering | Common Stock | NMH Investment | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares sold by stockholders (shares) | 25,250,000 | ||||
Secondary Offering | Common Stock | NMH Investment | 2006 Unit Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares sold by stockholders (shares) | 25,250,000 | ||||
Equity Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Employees | Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Units vested upon grant | 33.33% | ||||
Employees | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Common Units vested upon grant | 33.33% | ||||
Director | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Common Units vested upon grant | 100.00% | ||||
Minimum | Performance Restricted Stock Units (PRSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Units vested upon grant | 0.00% | 0.00% | |||
Maximum | Performance Restricted Stock Units (PRSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Units vested upon grant | 200.00% | 200.00% |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions in Calculating the Fair Value of Options Granted (Detail) - Stock options | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.83% | 1.32% | 1.69% |
Risk-free interest rate, maximum | 2.08% | 1.92% | 1.74% |
Expected term | 6 years | 6 years | 6 years |
Expected volatility, minimum | 34.32% | 34.65% | 38.80% |
Expected volatility, maximum | 36.21% | 36.20% | 40.40% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Number of Shares | |||
Outstanding at beginning of year (shares) | 709,832 | ||
Granted (shares) | 319,604 | 230,739 | 12,168 |
Forfeited (shares) | 82,823 | ||
Exercised (shares) | 59,426 | ||
Expired (shares) | 9,406 | ||
Outstanding at end of year (shares) | 877,781 | 709,832 | |
Vested or expected to vest at end of year (shares) | 857,299 | ||
Exercisable at end of year (shares) | 457,195 | ||
Weighted- Average Exercise Price per Share | |||
Outstanding at beginning of year (dollars per share) | $ 19.42 | ||
Granted (dollars per share) | 16.90 | ||
Forfeited (dollars per share) | 19.16 | ||
Exercised, Weighted-Average Exercise Price per Share | 16.92 | ||
Expired (dollars per share) | 24.29 | ||
Outstanding at end of year (dollars per share) | 18.65 | $ 19.42 | |
Vested or expected to vest at end of year (dollars per share) | 18.65 | ||
Exercisable at end of year (dollars per share) | $ 18.07 | ||
Outstanding- Weighted- Average Remaining Life | 7 years 10 months 24 days | ||
Vested or expected to vest- Weighted- Average Remaining Life | 7 years 9 months 18 days | ||
Exercisable- Weighted- Average Remaining Life | 6 years 10 months 24 days | ||
Outstanding at end of year, aggregate intrinsic value | $ 1,045 | ||
Vested or expected to vest at end of year, aggregate intrinsic value | 1,020 | ||
Exercisable at end of year, aggregate intrinsic value | $ 580 |
Stock-Based Compensation - Su96
Stock-Based Compensation - Summary of Issued Restricted Stock Awards (Detail) - Restricted stock units - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Number of Restricted Stock Units | |||
Non-vested shares beginning balance (shares) | 442,528 | ||
Granted (shares) | 566,668 | 283,865 | 39,393 |
Forfeited (shares) | 78,210 | ||
Vested (shares) | 253,580 | ||
Non-vested shares ending balance (shares) | 677,406 | 442,528 | |
Weighted Average Grant- Date Fair Value (dollars per share) | |||
Non-vested balance at beginning of the year (dollars per share) | $ 21.24 | ||
Granted (dollars per share) | 17.79 | $ 23.99 | $ 18 |
Forfeited (dollars per share) | 19.21 | ||
Vested (dollars per share) | 19.62 | ||
Non-vested balance at end of the year (dollars per share) | $ 19.20 | $ 21.24 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PRSU Activity (Details) - Performance Restricted Stock Units (PRSUs) - $ / shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Number of Performance Based Restricted Stock Units | ||
Non-vested shares beginning balance (shares) | 42,467 | |
Granted (shares) | 45,624 | |
Forfeited (shares) | (3,586) | |
Vested (shares) | 0 | |
Non-vested shares ending balance (shares) | 84,505 | 42,467 |
Units expected to vest (shares) | 45,624 | |
Weighted Average Grant- Date Fair Value (dollars per share) | ||
Non-vested balance at beginning of the year (dollars per share) | $ 19.84 | |
Granted (dollars per share) | 19.85 | $ 19.84 |
Forfeited (dollars per share) | 19.84 | |
Vested (dollars per share) | 0 | |
Non-vested balance at end of the year (dollars per share) | 19.85 | $ 19.84 |
Units expected to vest (dollars per share) | $ 19.85 |
Valuation and Qualifying Acco98
Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 11,863 | $ 11,207 | $ 11,491 |
Provision | 20,674 | 14,784 | 17,055 |
Write-Offs | (16,540) | (14,128) | (17,339) |
Balance at end of Year | 15,997 | 11,863 | $ 11,207 |
Account receivable, collateralized by liens, net of allowances | 3,800 | 3,800 | |
Allowances for account receivable, collateralized by liens | $ 1,000 | $ 1,000 |
Quarterly Financial Data (una99
Quarterly Financial Data (unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 380,372 | $ 372,345 | $ 362,399 | $ 359,394 | $ 362,194 | $ 353,963 | $ 345,683 | $ 345,747 | |||
Gross margin | 81,836 | 79,847 | 76,881 | 75,418 | 81,398 | 79,394 | 79,879 | 74,735 | |||
Income (loss) from continuing operations, net of tax | (10,688) | 7,361 | 5,479 | 4,179 | 2,675 | 4,843 | 7,513 | (5,574) | $ 6,331 | $ 9,457 | $ 4,072 |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | (15) | (27) | (198) | (30) | 0 | (270) | (1,000) |
Net income | $ (10,688) | $ 7,361 | $ 5,479 | $ 4,179 | $ 2,660 | $ 4,816 | $ 7,315 | $ (5,604) | $ 6,331 | $ 9,187 | $ 3,072 |
Income (loss) per common share, basic and diluted | |||||||||||
Income (loss) from continuing operations, basic and diluted (in dollars per share) | $ (0.29) | $ 0.20 | $ 0.15 | $ 0.11 | $ 0.07 | $ 0.13 | $ 0.20 | $ (0.15) | |||
Loss from discontinued operations, basic and diluted (dollars per shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Net income, basic and diluted (dollars per shares) | $ (0.29) | $ 0.20 | $ 0.15 | $ 0.11 | $ 0.07 | $ 0.13 | $ 0.20 | $ (0.15) | |||
Weighted average number of common shares outstanding, basic (shares) | 37,375,000 | 37,323,000 | 37,282,000 | 37,231,000 | 37,145,000 | 37,108,000 | 37,102,000 | 37,095,000 | 37,302,941 | 37,112,794 | 36,959,997 |
Weighted average number of common shares outstanding, diluted (shares) | 37,375,000 | 37,495,000 | 37,417,000 | 37,329,000 | 37,308,000 | 37,252,000 | 37,207,000 | 37,095,000 | 37,466,325 | 37,262,915 | 37,088,632 |
Goodwill [Line Items] | |||||||||||
Goodwill and intangible asset impairment | $ 27,969 | $ 10,251 | |||||||||
Goodwill and intangible asset impairment | 31,002 | 10,251 | $ 10,660 | ||||||||
Corporate/Other | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill and intangible asset impairment | $ 27,969 | $ 10,251 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 21, 2017 | Oct. 25, 2017 | Oct. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 24, 2017 | Jan. 31, 2014 |
Subsequent Event [Line Items] | ||||||||
Consideration transferred | $ 45,200,000 | $ 44,800,000 | ||||||
Cost of acquisition | $ 82,091,000 | $ 45,196,000 | $ 44,838,000 | |||||
Subsequent Event | Powell Life Skills, Inc. | ||||||||
Subsequent Event [Line Items] | ||||||||
Consideration transferred | $ 1,000,000 | |||||||
Contingent consideration | $ 600,000 | |||||||
Subsequent Event | Mentis | ||||||||
Subsequent Event [Line Items] | ||||||||
Cost of acquisition | $ 74,900,000 | |||||||
NMH Investment | Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 655,000,000 | |||||||
NMH Investment | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 120,000,000 | |||||||
NMH Investment | Subsequent Event | Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 730,000,000 | $ 75,000,000 | ||||||
NMH Investment | Subsequent Event | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 160,000,000 | |||||||
Decrease for interest rate (percent) | 0.25% | |||||||
NMH Investment | Subsequent Event | Line of Credit | Senior Credit Agreement, Maturing January 31, 2021 | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 90,000,000 | |||||||
NMH Investment | Subsequent Event | Line of Credit | Senior Credit Agreement, Maturing January 31, 2019 | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings on term loan | $ 70,000,000 |
Schedule I - Condensed Paren101
Schedule I - Condensed Parent Company Financial Information - Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
ASSETS | ||||
Cash | $ 7,297 | $ 50,683 | $ 41,690 | $ 196,147 |
Total assets | 1,049,382 | 1,068,145 | 1,036,089 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Other liabilities | 21,985 | 21,386 | ||
Common stock, $0.01 par value; 350,000,000 shares authorized; and 37,441,257 and 37,214,758 shares issued and outstanding at September 30, 2017 and 2016, respectively | 374 | 372 | ||
Additional paid-in capital | 301,819 | 294,295 | ||
Accumulated loss on derivatives, net of taxes of $62 and $2,418 at September 30, 2017 and September 30, 2016, respectively | (91) | (3,561) | ||
Accumulated deficit | (139,185) | (145,516) | ||
Total stockholders' equity | 162,917 | 145,590 | 121,275 | 115,538 |
Total liabilities and stockholders' equity | $ 1,049,382 | $ 1,068,145 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (shares) | 350,000,000 | 350,000,000 | ||
Common stock, shares issued (shares) | 37,441,257 | 37,214,758 | ||
Common stock, shares outstanding (shares) | 37,441,257 | 37,214,758 | ||
Parent Company | ||||
ASSETS | ||||
Cash | $ 0 | $ 0 | $ 0 | $ 125 |
Other assets | 0 | 4,215 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 163,477 | 142,568 | ||
Total assets | 163,477 | 146,783 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Other liabilities | 560 | 1,193 | ||
Total liabilities | 560 | 1,193 | ||
Common stock, $0.01 par value; 350,000,000 shares authorized; and 37,441,257 and 37,214,758 shares issued and outstanding at September 30, 2017 and 2016, respectively | 374 | 372 | ||
Additional paid-in capital | 301,819 | 294,295 | ||
Accumulated loss on derivatives, net of taxes of $62 and $2,418 at September 30, 2017 and September 30, 2016, respectively | (91) | (3,561) | ||
Accumulated deficit | (139,185) | (145,516) | ||
Total stockholders' equity | 162,917 | 145,590 | ||
Total liabilities and stockholders' equity | $ 163,477 | $ 146,783 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (shares) | 350,000,000 | 350,000,000 | ||
Common stock, shares issued (shares) | 37,441,257 | 37,214,758 | ||
Common stock, shares outstanding (shares) | 37,441,257 | 37,214,758 |
Schedule I - Condensed Paren102
Schedule I - Condensed Parent Company Financial Information - Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative expenses | $ (166,376) | $ (174,398) | $ (162,839) | ||||||||
Income from operations | 40,891 | 57,696 | 62,571 | ||||||||
Income before income taxes | 8,195 | 22,747 | 6,761 | ||||||||
Benefit for income taxes | 1,864 | 13,290 | 2,689 | ||||||||
Net income | $ (10,688) | $ 7,361 | $ 5,479 | $ 4,179 | $ 2,660 | $ 4,816 | $ 7,315 | $ (5,604) | 6,331 | 9,187 | 3,072 |
Other comprehensive income (loss) | 3,470 | (1,857) | (1,704) | ||||||||
Comprehensive income | 9,801 | 7,330 | 1,368 | ||||||||
Parent Company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||
Equity in net income of subsidiary | 6,331 | 9,187 | 2,608 | ||||||||
Income from operations | 6,331 | 9,187 | 2,608 | ||||||||
Income before income taxes | 6,331 | 9,187 | 2,608 | ||||||||
Benefit for income taxes | 0 | 0 | (464) | ||||||||
Net income | 6,331 | 9,187 | 3,072 | ||||||||
Other comprehensive income (loss) | 3,470 | (1,857) | (1,704) | ||||||||
Comprehensive income | $ 9,801 | $ 7,330 | $ 1,368 |
Schedule I - Condensed Paren103
Schedule I - Condensed Parent Company Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows used in operating activities: | |||||||||||
Net income | $ (10,688) | $ 7,361 | $ 5,479 | $ 4,179 | $ 2,660 | $ 4,816 | $ 7,315 | $ (5,604) | $ 6,331 | $ 9,187 | $ 3,072 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Deferred income taxes | (22,545) | 4,359 | 356 | ||||||||
Other assets | 10,686 | (8,706) | (4,711) | ||||||||
Other accrued liabilities | 2,005 | 5,028 | (8,070) | ||||||||
Net cash provided by operating activities | 96,920 | 107,122 | 90,478 | ||||||||
Cash flows provided by (used in) investing activities: | |||||||||||
Net cash used in investing activities | (125,654) | (87,426) | (79,004) | ||||||||
Net increase (decrease) in cash and cash equivalents | (43,386) | 8,993 | (154,457) | ||||||||
Cash and cash equivalents at beginning of period | 50,683 | 41,690 | 50,683 | 41,690 | 196,147 | ||||||
Cash and cash equivalents at end of period | 7,297 | 50,683 | 7,297 | 50,683 | 41,690 | ||||||
Parent Company | |||||||||||
Cash flows used in operating activities: | |||||||||||
Net income | 6,331 | 9,187 | 3,072 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Equity in net income loss of subsidiary | (6,331) | (9,187) | (2,608) | ||||||||
Deferred income taxes | 0 | 11,004 | 3,413 | ||||||||
Other assets | 4,215 | 1,021 | (1,754) | ||||||||
Other accrued liabilities | (633) | 0 | (2,248) | ||||||||
Net cash provided by operating activities | 3,582 | 12,025 | (125) | ||||||||
Cash flows provided by (used in) investing activities: | |||||||||||
Investment in NMHI | (3,582) | (12,025) | 0 | ||||||||
Dividend from NMHI | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | (3,582) | (12,025) | 0 | ||||||||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | (125) | ||||||||
Cash and cash equivalents at beginning of period | $ 0 | $ 0 | 0 | 0 | 125 | ||||||
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule I - Condensed Paren104
Schedule I - Condensed Parent Company Financial Information - Dividend from Subsidiaries (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Parent Company | |||
Entity Information [Line Items] | |||
Dividends | $ 0 | $ 0 | $ 0 |