☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
700 Canal Street, Third Floor, Stamford, CT
(Address of principal executive offices)
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86-0845127
(I.R.S. Employer Identification No.)
06902
(Zip code)
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Title of each Class
Common Stock, $0.001 par value per share
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Name of each exchange on which registered
The NASDAQ Global Select Market
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page No.
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Form 10-K Summary.
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Item 1.
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Business.
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•
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Non-Emergency Transportation Services (“NET Services”) – Nationwide manager of non-emergency medical transportation (“NET”) programs for state governments and managed care organizations.
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•
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Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs.
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•
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Matrix Investment – Minority interest in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix”), a nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments (“CHAs”), to members of managed care organizations, accounted for as an equity method investment. On February 16, 2018, Matrix acquired HealthFair, expanding its service offerings to include mobile health assessments, advanced diagnostic testing, and additional care optimization services.
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•
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false and other improper claims or false statements Laws pertaining to reimbursement;
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•
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the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its privacy, security, breach notification and enforcement and code set regulations and guidance, along with evolving state Laws protecting patient privacy and requiring notifications of unauthorized access to, or use of, patient medical information;
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•
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civil monetary penalties Law;
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•
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anti-kickback Laws;
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•
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the Stark Law and other self-referral, financial inducement, fee splitting, and patient brokering Laws;
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•
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CMS regulations pertaining to Medicare as well as CMS releases applicable to the operation of MA plans, such as reimbursement rates, risk adjustment and data collection methodologies, adjustments to quality management measurements and other relevant factors; and
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•
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state licensure laws.
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Item 1A.
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Risk Factors.
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•
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challenges and unanticipated costs assimilating the acquired operations;
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•
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known and unknown legal or financial liabilities associated with an acquisition;
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•
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diversion of management’s attention from our core businesses;
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•
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adverse effects on existing business relationships with customers;
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•
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entering markets in which we have limited or no experience;
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•
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potential loss of key employees of purchased organizations;
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•
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incurrence of excessive leverage in financing an acquisition;
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•
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failure to maintain and renew contracts and other revenue streams of the acquired business;
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•
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costs associated with litigation or other claims arising in connection with the acquired company;
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•
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unanticipated operating, accounting or management difficulties in connection with an acquisition; and
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•
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dilution to our earnings per share.
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•
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we may be unable to take actions that we believe are appropriate but are opposed by our joint venture partners under arrangements that require us to cede or share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the business or the making of additional capital contributions for the benefit of the business;
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•
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our joint venture partners may take actions that we oppose;
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•
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we may be unable to sell or transfer our interest in a joint venture to a third party if we fail to obtain the prior consent of our joint venture partners;
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•
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our joint venture partners may become bankrupt or fail to fund their share of required capital contributions, which could adversely impact the joint venture or increase our financial commitment to the joint venture;
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•
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our joint venture partners may have business interests or goals with respect to a business that conflict with our business interests and goals, including with respect to the timing, terms and strategies for investment, which could increase the likelihood of disputes regarding the ownership, management or disposition of the business;
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•
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disagreements with our joint venture partners could result in litigation or arbitration that increases our expenses, distracts our officers and directors, and disrupts the day-to-day operations of the business, including the delay of important decisions until the dispute is resolved; and
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•
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we may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture investments.
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•
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political or economic instability;
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•
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changes in governmental regulation or taxation;
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•
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currency exchange fluctuations;
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•
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difficulties and costs of staffing and managing operations in certain foreign countries, including potential pension and social plan liabilities;
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•
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work stoppages or other changes in labor conditions; and
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•
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taxes and other restrictions on repatriating foreign profits back to the U.S.
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•
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professional licensure;
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•
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conduct of operations;
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•
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addition of facilities, equipment and services, including certificates of need;
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•
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coding and billing related to our services; and
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•
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payment for services.
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•
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protect individual privacy by limiting the uses and disclosures of patient information;
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•
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require the implementation of security safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form; and
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•
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prescribe specific transaction formats and data code sets for certain electronic healthcare transactions.
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•
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suspend or prevent our segments from receiving new contracts or extending existing contracts because of violations or suspected violations of procurement laws or regulations;
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•
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terminate or modify our segments’ existing contracts;
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•
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reduce the amount our segments are paid under our existing contracts; or
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•
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audit and object to our segments’ contract related fees.
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•
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incur additional debt;
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•
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provide guarantees in respect of obligations of other persons;
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•
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issue redeemable stock and preferred stock;
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•
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pay dividends or distributions or redeem or repurchase capital stock;
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•
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make loans, investments and capital expenditures;
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•
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enter into transactions with affiliates;
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create or incur liens;
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•
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make distributions from our subsidiaries;
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•
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sell assets and capital stock of our subsidiaries;
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•
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make acquisitions; and
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•
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consolidate or merge with or into, or sell substantially all of our assets to, another person.
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•
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make it more difficult for us to satisfy our obligations;
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•
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make it more difficult to renew or enter into new contracts with existing and potential future clients;
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•
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limit our ability to borrow additional amounts to fund working capital, capital expenditures, debt service requirements, execution of our business strategy or acquisitions and other purposes;
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•
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require us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our debt, which would reduce the funds available to us for other purposes;
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•
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restrict our ability to dispose of assets and use the proceeds from any such dispositions;
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•
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restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due;
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•
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make us more vulnerable to adverse changes in general economic, industry and competitive conditions, as well as in government regulation and to our business;
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•
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expose us to risks inherent in interest rate fluctuations because some of our borrowings are at variable rates of interest, which could result in higher interest expenses in the event of increases in interest rates; and
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•
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make it more difficult to satisfy our financial obligations.
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•
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changes in rates or coverage for services by payers;
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•
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changes in Medicaid, Medicare or other U.S. federal or state rules, regulations, policies or applicable foreign regulations, policies and technical guidance, including UK health, employment and criminal justice legislation and guidance, Saudi Arabian licensing and Saudization rules, as well as other foreign laws applicable to our business;
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•
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price and volume fluctuations in the overall stock market;
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•
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market conditions or trends in our industry or the economy as a whole;
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•
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increased competition in any of our segments, including through insourcing of services by our clients and new entrants to the market;
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•
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other events or factors, including those resulting from war, incidents of terrorism, natural disasters or responses to these events;
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•
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changes in tax law; and
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•
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changes in accounting principles.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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High
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Low
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2017
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Fourth Quarter
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$
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60.59
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$
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53.84
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Third Quarter
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$
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54.99
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$
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49.77
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Second Quarter
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$
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47.47
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$
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43.73
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First Quarter
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$
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41.80
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$
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37.65
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2016
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Fourth Quarter
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$
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49.97
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$
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34.89
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Third Quarter
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$
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50.30
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$
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43.01
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Second Quarter
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$
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53.38
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$
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43.77
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First Quarter
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$
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55.28
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$
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42.03
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Period
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Total Number
of Shares of
Common Stock
Purchased (1)
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Average Price
Paid per
Share
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Total Number of
Shares of
Common
Stock
Purchased as
Part of
Publicly
Announced
Program (2)
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Maximum Dollar
Value of
Shares of
Common Stock
that
May Yet Be
Purchased
Under Program
(2)
(in thousands)
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||||||
Fourth quarter:
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October 1, 2017 to October 31, 2017
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—
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$
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—
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—
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$
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69,640
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November 1, 2017 to November 30, 2017
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247
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$
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56.74
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—
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$
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69,640
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December 1, 2017 to December 31, 2017
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181,714
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$
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58.27
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180,270
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$
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59,137
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Total
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181,961
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$
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58.26
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180,270
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(1)
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Includes (i) shares that were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock awards; and (ii) the repurchase of shares under the repurchase program authorized by the Board on November 2, 2017. For more information on these repurchases, see Note 11,
Stockholders’ Equity
, to our consolidated financial statements.
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(2)
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On October 26, 2016, our Board authorized a new repurchase program, under which the Company may repurchase up to
$100.0 million
in aggregate value of the Company’s Common Stock during the twelve-month period following October 26, 2016. Through October 26, 2017, a total of
770,808
shares were purchased through this plan for
$30.4 million
, excluding commission payments.
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Plan category
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(a)
Number of
securities to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
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Weighted-
average
exercise price
of
outstanding
options,
warrants
and
rights
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(b)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
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||||
Equity compensation plans approved by security holders (1)
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606,695
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$
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48.70
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1,938,666
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Equity compensation plans not approved by security holders
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—
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—
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—
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Total
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606,695
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48.70
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1,938,666
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(1)
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The number of shares shown in column (b) represents the number of shares available for issuance pursuant to stock options and other stock-based awards that could be granted in the future under the Company’s 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”).
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Item 6.
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Selected Financial Data.
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As of December 31,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(9)
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(5)(6)
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||||||||||
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(dollars in thousands)
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||||||||||||||||||
Balance sheet data:
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||||||||||
Cash and cash equivalents
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$
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95,310
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$
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72,262
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$
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79,756
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|
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$
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121,538
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|
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$
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75,156
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Total assets
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704,090
|
|
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685,279
|
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1,050,202
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1,168,934
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425,954
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|||||
Long-term obligations, including current
portion
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2,984
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3,611
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300,071
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574,613
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123,500
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|||||
Other liabilities
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287,543
|
|
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306,428
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382,423
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|
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372,907
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151,817
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|||||
Convertible preferred stock
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77,546
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|
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77,565
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|
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77,576
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|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
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336,017
|
|
|
297,675
|
|
|
290,132
|
|
|
221,414
|
|
|
150,637
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(1)
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Other income for the year ended December 31, 2017 includes the receipt of the Haverhill Litigation settlement of
$5.4 million
, see Item 3.
Legal Proceedings
for further information on the settlement.
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(2)
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Gain on sale of equity investment of
$12.4 million
relates to the sale of the Company’s equity interest in Mission Providence in 2017. The investment in Mission Providence was part of the WD Services segment.
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(3)
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Discontinued operations, net of tax, for the years ended December 31, 2017 and 2016 include losses of $6.0 million and $5.6 million, respectively, related to potential indemnification claims for our historical Human Services segment.
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(4)
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The year ended December 31, 2017 includes a net tax benefit of $16.0 million related to the enactment of the Tax Reform Act during the fourth quarter of 2017 due to the re-measurement of deferred tax liabilities by Providence as a result of the reduction in the U.S. corporate tax rate. Providence realized a benefit of $19.4 million, partially offset by $3.4 million of increased tax expense resulting from additional equity in net gain of Matrix, due to Matrix's re-measurement of its deferred tax liabilities. In addition, the tax provision was adversely impacted by tax expense of $3.6 million related to the Company’s 2015 Holding Company LTI Program (the “HoldCo LTIP”), for which expense was incurred for financial reporting purposes, but no shares were issued due to the market condition of the award not being satisfied and thus no tax deduction was realized.
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(5)
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On October 19, 2016, we completed the Matrix Transaction. Included in discontinued operations, net of tax, for 2016 is a gain on the transaction, net of tax, totaling $109.4 million. In conjunction with the completion of this transaction, we fully repaid the amounts outstanding on our term loans and Credit Facility in 2016.
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(6)
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During the fourth quarter of 2016, WD Services recorded long-lived asset impairment charges of $10.0 million, $4.4 million and $5.2 million to its property and equipment, intangible assets and goodwill, respectively, primarily due to lower than expected volumes and unfavorable service mix shifts under a large contract in the UK impacting future projections; additional clarity into the anticipated size and structure of the Work and Health Programme in the UK; and the absence of additional details regarding the restructuring of the offender rehabilitation contract in the UK.
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(7)
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On November 1, 2015, we completed the sale of our Human Services segment. Included in discontinued operations, net of tax, for 2015 is a gain on the sale of the Human Services segment, net of tax, totaling $100.3 million.
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(8)
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The Company incurred $20.9 million of accelerated expense in 2015 related to restricted shares and cash placed into escrow at the time of the Ingeus acquisition. The shares and cash were placed into escrow concurrent with the payments of the acquisition consideration paid in 2014 for Ingeus; however, because two sellers of Ingeus remained employees post acquisition, the value of the shares and cash was recognized as compensation expense over the escrow term. Acceleration was triggered in 2015 when the two sellers separated from the Company. In addition, in 2015 and 2014, respectively, the Company incurred $5.9 million and $4.5 million of expense related to the separation of these two employees. Benefits of $2.0 million, $2.5 million and $16.1 million associated with the favorable resolution of acquisition contingencies and reductions in the fair value of Ingeus contingent consideration are included in general and administrative expenses for 2017, 2015 and 2014, respectively. 2017, 2016 and 2015 expenses also include
$2.6 million
, $8.5 million and $12.2 million, respectively, of WD Services’ redundancy costs.
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(9)
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Equity in net (gain) loss of investees primarily relates to our investment in Mission Providence during 2015, 2016 and 2017 and Matrix for the period of October 19, 2016 through December 31, 2017. Matrix became an equity investment upon the completion of the Matrix Transaction. For Mission Providence, we recorded net loss in investee of $1.4 million, $8.5 million and $11.0 million in 2017, 2016 and 2015, respectively. For Matrix, we recorded
$13.4 million
in equity in net gain of investee and $1.8 million in equity in net loss of investee related to our equity method investment in Matrix in 2017 and for the period of October 19, 2016 through December 31, 2016, respectively. The equity in net gain from Matrix for the year ended December 31, 2017 includes a benefit of $13.6 million related to the re-measurement of deferred tax liabilities arising from a lower U.S. corporate tax rate as a result of the Tax Reform Act. As a result of the increased equity income, Providence incurred higher tax expense of $3.4 million, which is reflected as a component of “Provision for income taxes” in the table above. The investment in Matrix at
December 31, 2017
of
$169.7 million
is included in “Equity investments” in our consolidated balance sheet.
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(10)
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2014 includes $4.5 million of financing fees that were deferred and fully expensed within interest expense in the fourth quarter of 2014 in relation to bridge financing commitments and $3.0 million of third-party financing fees that are included in general and administrative expense.
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(11)
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2015 includes $2.4 million in Ingeus transaction-related expenses and 2014 includes $11.8 million in acquisition costs primarily related to the acquisitions of Ingeus and Matrix.
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
NET Services – Nationwide manager of non-emergency medical transportation programs for state governments and managed care organizations.
|
•
|
WD Services – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in Matrix, a nationwide provider of in-home care optimization and management solutions, including CHAs, to members of managed care organizations, accounted for as an equity method investment. On February 16, 2018, Matrix acquired HealthFair, expanding its service offerings to include mobile health assessments, advanced diagnostic testing, and additional care optimization services.
|
•
|
an aging population, which will increase demand for healthcare services;
|
•
|
a movement towards value-based versus fee for service care and budget pressure on governments, both of which may increase the use of private corporations to provide necessary and innovative services;
|
•
|
increasing demand for in-home care provision, driven by cost pressures on traditional reimbursement models and technological advances enabling remote engagement;
|
•
|
technological advancements, which may be utilized by us to improve service and lower costs, but also by others which may increase industry competitiveness;
|
•
|
changes in UK government policy driven by opposition to the government’s outsourcing of the services provided by WD Services to private companies, which opposition may increase in light of recent events in the UK, including the liquidation of the UK government contractor Carillion plc;
|
•
|
the results of the referendum on the UK’s exit from the European Union and related political and economic uncertainty in the UK; and
|
•
|
proposals by the President of the United States and Congress to change the Medicaid program, including considering converting the Medicaid program to a block grant format or capping the federal contribution to state Medicaid programs
|
•
|
it requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time the estimate is made; and
|
•
|
changes in the estimate or different estimates that could have been selected may have had a material impact on our financial condition or results of operations.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage
of Revenue
|
|
$
|
|
Percentage
of Revenue
|
||||
Service revenue, net
|
1,623,882
|
|
|
100.0
|
%
|
|
1,578,245
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Service expense
|
1,489,044
|
|
|
91.7
|
%
|
|
1,452,110
|
|
|
92.0
|
%
|
General and administrative expense
|
72,336
|
|
|
4.5
|
%
|
|
69,911
|
|
|
4.4
|
%
|
Asset impairment charge
|
—
|
|
|
—
|
%
|
|
21,003
|
|
|
1.3
|
%
|
Depreciation and amortization
|
26,469
|
|
|
1.6
|
%
|
|
26,604
|
|
|
1.7
|
%
|
Total operating expenses
|
1,587,849
|
|
|
97.8
|
%
|
|
1,569,628
|
|
|
99.5
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
36,033
|
|
|
2.2
|
%
|
|
8,617
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
1,278
|
|
|
0.1
|
%
|
|
1,583
|
|
|
0.1
|
%
|
Other income
|
(5,363
|
)
|
|
(0.3
|
)%
|
|
—
|
|
|
—
|
%
|
Equity in net (gain) loss of investees
|
(12,054
|
)
|
|
(0.7
|
)%
|
|
10,287
|
|
|
0.7
|
%
|
Gain on sale of equity investment
|
(12,377
|
)
|
|
(0.8
|
)%
|
|
—
|
|
|
—
|
%
|
Loss (gain) on foreign currency transactions
|
345
|
|
|
—
|
%
|
|
(1,375
|
)
|
|
(0.1
|
)%
|
Income (loss) from continuing operations before income taxes
|
64,204
|
|
|
4.0
|
%
|
|
(1,878
|
)
|
|
(0.1
|
)%
|
Provision for income taxes
|
4,401
|
|
|
0.3
|
%
|
|
17,036
|
|
|
1.1
|
%
|
Income (loss) from continuing operations
|
59,803
|
|
|
3.7
|
%
|
|
(18,914
|
)
|
|
(1.2
|
)%
|
Discontinued operations, net of tax
|
(5,983
|
)
|
|
(0.4
|
)%
|
|
108,760
|
|
|
6.9
|
%
|
Net income
|
53,820
|
|
|
3.3
|
%
|
|
89,846
|
|
|
5.7
|
%
|
Net (gain) loss attributable to noncontrolling interest
|
(451
|
)
|
|
—
|
%
|
|
2,082
|
|
|
0.1
|
%
|
Net income attributable to Providence
|
53,369
|
|
|
3.3
|
%
|
|
91,928
|
|
|
5.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
1,318,220
|
|
|
100.0
|
%
|
|
1,233,720
|
|
|
100.0
|
%
|
Service expense
|
1,227,426
|
|
|
93.1
|
%
|
|
1,132,857
|
|
|
91.8
|
%
|
General and administrative expense
|
11,779
|
|
|
0.9
|
%
|
|
11,406
|
|
|
0.9
|
%
|
Depreciation and amortization
|
13,275
|
|
|
1.0
|
%
|
|
12,375
|
|
|
1.0
|
%
|
Operating income
|
65,740
|
|
|
5.0
|
%
|
|
77,082
|
|
|
6.2
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Purchased services
|
1,009,518
|
|
|
76.6
|
%
|
|
927,321
|
|
|
75.2
|
%
|
Payroll and related costs
|
165,666
|
|
|
12.6
|
%
|
|
162,000
|
|
|
13.1
|
%
|
Other operating expenses
|
51,720
|
|
|
3.9
|
%
|
|
42,478
|
|
|
3.4
|
%
|
Stock-based compensation
|
522
|
|
|
—
|
%
|
|
1,058
|
|
|
0.1
|
%
|
Total service expense
|
1,227,426
|
|
|
93.1
|
%
|
|
1,132,857
|
|
|
91.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
305,662
|
|
|
100.0
|
%
|
|
344,403
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
265,417
|
|
|
86.8
|
%
|
|
320,147
|
|
|
93.0
|
%
|
General and administrative expense
|
25,438
|
|
|
8.3
|
%
|
|
30,300
|
|
|
8.8
|
%
|
Asset impairment charge
|
—
|
|
|
—
|
%
|
|
19,588
|
|
|
5.7
|
%
|
Depreciation and amortization
|
12,851
|
|
|
4.2
|
%
|
|
13,824
|
|
|
4.0
|
%
|
Operating income (loss)
|
1,956
|
|
|
0.6
|
%
|
|
(39,456
|
)
|
|
(11.5
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Payroll and related costs
|
177,195
|
|
|
58.0
|
%
|
|
210,293
|
|
|
61.1
|
%
|
Purchased services
|
49,491
|
|
|
16.2
|
%
|
|
65,363
|
|
|
19.0
|
%
|
Other operating expenses
|
38,675
|
|
|
12.7
|
%
|
|
44,502
|
|
|
12.9
|
%
|
Stock-based compensation
|
56
|
|
|
—
|
%
|
|
(11
|
)
|
|
—
|
%
|
Total service expense
|
265,417
|
|
|
86.8
|
%
|
|
320,147
|
|
|
93.0
|
%
|
|
Year Ended December 31,
|
||||
|
2017
|
|
2016
|
||
|
$
|
|
$
|
||
Service revenue, net
|
—
|
|
|
122
|
|
|
|
|
|
||
Service expense (a)
|
(3,799
|
)
|
|
(894
|
)
|
General and administrative expense
|
35,119
|
|
|
28,205
|
|
Asset impairment charge
|
—
|
|
|
1,415
|
|
Depreciation and amortization
|
343
|
|
|
405
|
|
Operating loss
|
(31,663
|
)
|
|
(29,009
|
)
|
(a)
|
Negative amounts are present for this line item due to changes in estimate for claims incurred but not reported, as well as elimination entries that are included in Corporate and Other. Certain offsetting amounts are reflected in the financial results of our operating segments.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
$
|
|
Percentage
of Revenue
|
|
$
|
|
Percentage
of Revenue
|
||||
Service revenue, net
|
1,578,245
|
|
|
100.0
|
%
|
|
1,478,010
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Service expense
|
1,452,110
|
|
|
92.0
|
%
|
|
1,381,154
|
|
|
93.4
|
%
|
General and administrative expense
|
69,911
|
|
|
4.4
|
%
|
|
70,986
|
|
|
4.8
|
%
|
Asset impairment charge
|
21,003
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
26,604
|
|
|
1.7
|
%
|
|
23,998
|
|
|
1.6
|
%
|
Total operating expenses
|
1,569,628
|
|
|
99.5
|
%
|
|
1,476,138
|
|
|
99.9
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
8,617
|
|
|
0.5
|
%
|
|
1,872
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
1,583
|
|
|
0.1
|
%
|
|
1,853
|
|
|
0.1
|
%
|
Equity in net loss of investees
|
10,287
|
|
|
0.7
|
%
|
|
10,970
|
|
|
0.7
|
%
|
Gain on foreign currency transactions
|
(1,375
|
)
|
|
(0.1
|
)%
|
|
(857
|
)
|
|
(0.1
|
)%
|
Income (loss) from continuing operations before income taxes
|
(1,878
|
)
|
|
(0.1
|
)%
|
|
(10,094
|
)
|
|
(0.7
|
)%
|
Provision for income taxes
|
17,036
|
|
|
1.1
|
%
|
|
14,583
|
|
|
1.0
|
%
|
Income (loss) from continuing operations
|
(18,914
|
)
|
|
(1.2
|
)%
|
|
(24,677
|
)
|
|
(1.7
|
)%
|
Discontinued operations, net of tax
|
108,760
|
|
|
6.9
|
%
|
|
107,871
|
|
|
7.3
|
%
|
Net income
|
89,846
|
|
|
5.7
|
%
|
|
83,194
|
|
|
5.6
|
%
|
Net loss attributable to noncontrolling interest
|
2,082
|
|
|
0.1
|
%
|
|
502
|
|
|
—
|
%
|
Net income attributable to Providence
|
91,928
|
|
|
5.8
|
%
|
|
83,696
|
|
|
5.7
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
1,233,720
|
|
|
100.0
|
%
|
|
1,083,015
|
|
|
100.0
|
%
|
Service expense
|
1,132,857
|
|
|
91.8
|
%
|
|
991,659
|
|
|
91.6
|
%
|
General and administrative expense
|
11,406
|
|
|
0.9
|
%
|
|
10,704
|
|
|
1.0
|
%
|
Depreciation and amortization
|
12,375
|
|
|
1.0
|
%
|
|
9,429
|
|
|
0.9
|
%
|
Operating income
|
77,082
|
|
|
6.2
|
%
|
|
71,223
|
|
|
6.6
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Purchased services
|
927,321
|
|
|
75.2
|
%
|
|
814,632
|
|
|
75.2
|
%
|
Payroll and related costs
|
162,000
|
|
|
13.1
|
%
|
|
141,669
|
|
|
13.1
|
%
|
Other operating expenses
|
42,478
|
|
|
3.4
|
%
|
|
34,634
|
|
|
3.2
|
%
|
Stock-based compensation
|
1,058
|
|
|
0.1
|
%
|
|
724
|
|
|
0.1
|
%
|
Total service expense
|
1,132,857
|
|
|
91.8
|
%
|
|
991,659
|
|
|
91.6
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
344,403
|
|
|
100.0
|
%
|
|
395,059
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
320,147
|
|
|
93.0
|
%
|
|
393,803
|
|
|
99.7
|
%
|
General and administrative expense
|
30,300
|
|
|
8.8
|
%
|
|
29,846
|
|
|
7.6
|
%
|
Asset impairment charge
|
19,588
|
|
|
5.7
|
%
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
13,824
|
|
|
4.0
|
%
|
|
13,776
|
|
|
3.5
|
%
|
Operating income (loss)
|
(39,456
|
)
|
|
(11.5
|
)%
|
|
(42,366
|
)
|
|
(10.7
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Payroll and related costs
|
210,293
|
|
|
61.1
|
%
|
|
249,130
|
|
|
63.1
|
%
|
Purchased services
|
65,363
|
|
|
19.0
|
%
|
|
78,498
|
|
|
19.9
|
%
|
Other operating expenses
|
44,502
|
|
|
12.9
|
%
|
|
45,418
|
|
|
11.5
|
%
|
Stock-based compensation
|
(11
|
)
|
|
—
|
%
|
|
20,757
|
|
|
5.3
|
%
|
Total service expense
|
320,147
|
|
|
93.0
|
%
|
|
393,803
|
|
|
99.7
|
%
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
||
|
$
|
|
$
|
||
Service revenue, net (a)
|
122
|
|
|
(64
|
)
|
|
|
|
|
||
Service expense (a)
|
(894
|
)
|
|
(4,308
|
)
|
General and administrative expense
|
28,205
|
|
|
30,436
|
|
Asset impairment charge
|
1,415
|
|
|
—
|
|
Depreciation and amortization
|
405
|
|
|
793
|
|
Operating loss
|
(29,009
|
)
|
|
(26,985
|
)
|
(a)
|
Negative amounts are present for this line item due to elimination entries that are included in Corporate and Other. Offsetting amounts are reflected in the financial results of our operating segments.
|
•
|
the disposition of HA Services, resulting in decreased gain on sale of business, depreciation, amortization and deferred taxes in
2017
as compared to
2016
;
|
•
|
the asset impairment charge incurred in 2016 of $21.0 million;
|
•
|
the impact on deferred taxes as a result of the Tax Reform Act passed in 2017;
|
•
|
the gain on sale of Mission Providence of
$12.4 million
in
2017
; and
|
•
|
the impact of the change in equity in net (gain) loss of investees, which was a gain of
$12.1 million
in 2017 as compared to a loss of
$10.3 million
in 2016.
|
•
|
Accounts receivable generated a cash inflow in
2017
of
$5.7 million
as compared to an outflow of
$19.3 million
in
2016
. The increase in cash inflow of
$25.0 million
was primarily attributable to NET Services due to the timing of collections as well as an outflow of $3.1 million of HA Services in
2016
. These changes were partially offset by cash outflows in 2017 related to an increase in WD Services’ receivables in Germany, Saudi Arabia, South Korea and the UK.
|
•
|
Prepaid expenses and other generated a cash inflow of
$15.5 million
in
2017
, as compared to a cash outflow of
$4.1 million
in
2016
. The increase in cash inflow of
$19.5 million
was primarily attributable to a decrease in other receivables related to amounts receivable from insurance carriers in respect to certain claims paid by the Company, but reimbursable from the respective insurance carrier, decreased receivables related to our captive insurance company insurance policy rewrite, decreased prepaid value added taxes in the UK, decreased prepayments in WD Services in relation to certain contracts and changes in income tax payments.
|
•
|
Accounts payable and accrued expenses generated a cash outflow of
$9.1 million
in
2017
, as compared to a cash inflow of
$33.4 million
in
2016
. The decrease in cash inflow of
$42.4 million
is due primarily to the impact of NET Services accrued contract payments of $21.5 million, as well as the disposition of HA Services, which generated a cash inflow of $10.6 million in
2016
. Partially offsetting these impacts is the impact of the increase in the accrued settlement related to our former Human Services segment of $9.0 million during
2017
as compared to an increase of $6.0 million in
2016
.
|
•
|
Accrued transportation costs of NET Services generated a cash inflow of
$11.2 million
in
2017
, as compared to a cash inflow of
$8.7 million
in
2016
. The increase in cash inflow of
$2.6 million
is due primarily to the timing of payments to NET Services transportation providers and increased volume.
|
•
|
Income taxes payable on sale of business for
2016
includes a cash outflow of
$30.2 million
related to the sale of our Human Services segment.
|
•
|
Accounts receivable generated a cash outflow for
2016
of
$19.3 million
as compared to an outflow of
$86.6 million
for 2015. The decrease in cash outflow of $67.3 million was primarily attributable to timing of significant receivable collections of NET Services, increases in WD Services accounts receivable in 2015 related to additional revenue contracts in place during 2015 as compared to 2014, and a cash outflow related to Human Services in 2015.
|
•
|
Accounts payable and accrued expenses generated a cash inflow of $33.4 million in 2016, as compared to a cash outflow of $21.9 million in 2015. The increase in cash flow of $55.3 million was primarily attributable to our Human Services segment activity included in 2015, but not in 2016, due to the sale effective November 1, 2015, as well as a decreased change in accrued compensation between periods.
|
•
|
Deferred revenue generated a cash outflow of $4.0 million in
2016
, as compared to a cash inflow of $19.0 million in 2015. The significant cash inflow in 2015 primarily related to WD Services in association with cash received in advance of services being rendered for two large contracts.
|
•
|
Income taxes payable on sale of business for
2016
includes a cash outflow of $30.2 million related to the sale of our Human Services segment.
|
|
|
At December 31, 2017
|
||||||||||||||||||
|
|
|
|
Less than
|
|
1-3
|
|
3-5
|
|
After 5
|
||||||||||
Contractual cash obligations (000's)
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Capital Leases
|
|
$
|
2,984
|
|
|
$
|
2,400
|
|
|
$
|
584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest (1)
|
|
467
|
|
|
467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchased services commitments (2)
|
|
8,448
|
|
|
2,966
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
|||||
Guarantees (3)
|
|
43,287
|
|
|
42,768
|
|
|
519
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit (3)
|
|
11,074
|
|
|
11,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases (4)
|
|
62,092
|
|
|
20,875
|
|
|
23,114
|
|
|
14,164
|
|
|
3,939
|
|
|||||
Total
|
|
$
|
128,352
|
|
|
$
|
80,550
|
|
|
$
|
29,699
|
|
|
$
|
14,164
|
|
|
$
|
3,939
|
|
(1)
|
Future interest payments have been calculated at the current rates as of
December 31, 2017
.
|
(2)
|
Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.
|
(3)
|
Guarantees and letters of credit (“LOCs”) are commitments that represent funding responsibilities that may require our performance in the event of third-party demands or contingent events. Guarantees include surety bonds we provide to certain customers to protect against potential non-delivery of our non-emergency transportation services. Of the outstanding balance of our stand-by LOCs,
$11.1 million
directly reduces the amount available to us from our Credit Facility. The surety bonds and LOC amounts in the above table represent the amount of commitment expiration per period.
|
(4)
|
The operating leases are for office space and related office equipment. We account for these leases on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
For the years ended December 31, 2017, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
95,310
|
|
|
$
|
72,262
|
|
Accounts receivable, net of allowance of $5,762 in 2017 and $5,901 in 2016
|
158,926
|
|
|
162,115
|
|
||
Other receivables
|
5,759
|
|
|
12,639
|
|
||
Prepaid expenses and other
|
35,243
|
|
|
37,895
|
|
||
Restricted cash
|
1,091
|
|
|
3,192
|
|
||
Total current assets
|
296,329
|
|
|
288,103
|
|
||
Property and equipment, net
|
50,377
|
|
|
46,220
|
|
||
Goodwill
|
121,668
|
|
|
119,624
|
|
||
Intangible assets, net
|
43,939
|
|
|
49,124
|
|
||
Equity investments
|
169,912
|
|
|
161,363
|
|
||
Other assets
|
12,028
|
|
|
8,397
|
|
||
Restricted cash, less current portion
|
5,205
|
|
|
10,938
|
|
||
Deferred tax asset
|
4,632
|
|
|
1,510
|
|
||
Total assets
|
$
|
704,090
|
|
|
$
|
685,279
|
|
Liabilities, redeemable convertible preferred stock and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term obligations
|
$
|
2,400
|
|
|
$
|
1,721
|
|
Accounts payable
|
15,404
|
|
|
22,177
|
|
||
Accrued expenses
|
103,838
|
|
|
102,381
|
|
||
Accrued transportation costs
|
83,588
|
|
|
72,356
|
|
||
Deferred revenue
|
17,381
|
|
|
20,522
|
|
||
Reinsurance and related liability reserves
|
4,319
|
|
|
8,639
|
|
||
Total current liabilities
|
226,930
|
|
|
227,796
|
|
||
Long-term obligations, less current portion
|
584
|
|
|
1,890
|
|
||
Other long-term liabilities
|
21,386
|
|
|
22,380
|
|
||
Deferred tax liabilities
|
41,627
|
|
|
57,973
|
|
||
Total liabilities
|
290,527
|
|
|
310,039
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
Redeemable convertible preferred stock
|
|
|
|
||||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 803,200 and 803,398 issued and outstanding; 5.5%/8.5% dividend rate
|
77,546
|
|
|
77,565
|
|
||
Stockholders' equity
|
|
|
|
||||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,473,598 and 17,315,661 issued and outstanding (including treasury shares)
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
313,955
|
|
|
302,010
|
|
||
Retained earnings
|
204,818
|
|
|
156,718
|
|
||
Accumulated other comprehensive loss, net of tax
|
(25,805
|
)
|
|
(33,449
|
)
|
||
Treasury shares, at cost, 4,126,132 and 3,478,676 shares
|
(154,803
|
)
|
|
(125,201
|
)
|
||
Total Providence stockholders' equity
|
338,182
|
|
|
300,095
|
|
||
Noncontrolling interest
|
(2,165
|
)
|
|
(2,420
|
)
|
||
Total stockholders' equity
|
336,017
|
|
|
297,675
|
|
||
Total liabilities, redeemable convertible preferred stock and stockholders' equity
|
$
|
704,090
|
|
|
$
|
685,279
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Service revenue, net
|
$
|
1,623,882
|
|
|
$
|
1,578,245
|
|
|
$
|
1,478,010
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service expense
|
1,489,044
|
|
|
1,452,110
|
|
|
1,381,154
|
|
|||
General and administrative expense
|
72,336
|
|
|
69,911
|
|
|
70,986
|
|
|||
Asset impairment charge
|
—
|
|
|
21,003
|
|
|
—
|
|
|||
Depreciation and amortization
|
26,469
|
|
|
26,604
|
|
|
23,998
|
|
|||
Total operating expenses
|
1,587,849
|
|
|
1,569,628
|
|
|
1,476,138
|
|
|||
Operating income
|
36,033
|
|
|
8,617
|
|
|
1,872
|
|
|||
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
1,278
|
|
|
1,583
|
|
|
1,853
|
|
|||
Other income
|
(5,363
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in net (gain) loss of investees
|
(12,054
|
)
|
|
10,287
|
|
|
10,970
|
|
|||
Gain on sale of equity investment
|
(12,377
|
)
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on foreign currency transactions
|
345
|
|
|
(1,375
|
)
|
|
(857
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
64,204
|
|
|
(1,878
|
)
|
|
(10,094
|
)
|
|||
Provision for income taxes
|
4,401
|
|
|
17,036
|
|
|
14,583
|
|
|||
Income (loss) from continuing operations, net of tax
|
59,803
|
|
|
(18,914
|
)
|
|
(24,677
|
)
|
|||
Discontinued operations, net of tax
|
(5,983
|
)
|
|
108,760
|
|
|
107,871
|
|
|||
Net income
|
53,820
|
|
|
89,846
|
|
|
83,194
|
|
|||
Net (gain) loss attributable to noncontrolling interests
|
(451
|
)
|
|
2,082
|
|
|
502
|
|
|||
Net income attributable to Providence
|
$
|
53,369
|
|
|
$
|
91,928
|
|
|
$
|
83,696
|
|
|
|
|
|
|
|
||||||
Net income available to common stockholders (Note 14)
|
$
|
41,865
|
|
|
$
|
74,374
|
|
|
$
|
67,999
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.52
|
|
|
$
|
(1.45
|
)
|
|
$
|
(1.83
|
)
|
Discontinued operations
|
(0.44
|
)
|
|
6.52
|
|
|
6.09
|
|
|||
Basic earnings per common share
|
$
|
3.08
|
|
|
$
|
5.07
|
|
|
$
|
4.26
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.50
|
|
|
$
|
(1.45
|
)
|
|
$
|
(1.83
|
)
|
Discontinued operations
|
(0.44
|
)
|
|
6.52
|
|
|
6.09
|
|
|||
Diluted earnings per common share
|
$
|
3.06
|
|
|
$
|
5.07
|
|
|
$
|
4.26
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
13,602,140
|
|
|
14,666,896
|
|
|
15,960,905
|
|
|||
Diluted
|
13,673,314
|
|
|
14,666,896
|
|
|
15,960,905
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
53,820
|
|
|
$
|
89,846
|
|
|
$
|
83,194
|
|
Net loss (income) attributable to noncontrolling interest
|
(451
|
)
|
|
2,082
|
|
|
502
|
|
|||
Net income attributable to Providence
|
53,369
|
|
|
91,928
|
|
|
83,696
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
7,117
|
|
|
(16,618
|
)
|
|
(8,075
|
)
|
|||
Reclassification of translation loss realized upon sale of equity investment
|
527
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
7,644
|
|
|
(16,618
|
)
|
|
(8,075
|
)
|
|||
Comprehensive income
|
61,464
|
|
|
73,228
|
|
|
75,119
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interest
|
(255
|
)
|
|
1,968
|
|
|
508
|
|
|||
Comprehensive income attributable to Providence
|
$
|
61,209
|
|
|
$
|
75,196
|
|
|
$
|
75,627
|
|
|
|
|
|
|
|
|
Retained
|
|
Accumulated
Other
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
|
|
Earnings
(Accumulated
|
|
Comprehensive
Loss, Net of
|
|
Treasury Stock
|
|
Non-
Controlling
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Tax
|
|
Shares
|
|
Amount
|
|
Interest
|
|
Total
|
||||||||||||||||
Balance at December 31, 2014
|
16,870,285
|
|
|
$
|
17
|
|
|
$
|
261,155
|
|
|
$
|
(13,366
|
)
|
|
$
|
(8,756
|
)
|
|
1,014,108
|
|
|
$
|
(17,686
|
)
|
|
$
|
50
|
|
|
$
|
221,414
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
26,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,622
|
|
|||||||
Exercise of employee stock options, including net tax benefit of $2,706
|
247,333
|
|
|
—
|
|
|
7,899
|
|
|
—
|
|
|
—
|
|
|
5,718
|
|
|
(299
|
)
|
|
—
|
|
|
7,600
|
|
|||||||
Restricted stock issued
|
65,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,961
|
|
|
(759
|
)
|
|
—
|
|
|
(759
|
)
|
|||||||
Stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
816,468
|
|
|
(34,111
|
)
|
|
—
|
|
|
(34,111
|
)
|
|||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,743
|
|
|
(1,968
|
)
|
|
—
|
|
|
(1,968
|
)
|
|||||||
Conversion of convertible preferred stock to common stock
|
3,715
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||||
Beneficial conversion feature related to preferred stock
|
—
|
|
|
—
|
|
|
1,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|||||||
Convertible preferred stock dividends
|
—
|
|
|
—
|
|
|
(2,814
|
)
|
|
(1,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,935
|
)
|
|||||||
Accretion of convertible preferred stock discount
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,075
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,075
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(502
|
)
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
83,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,696
|
|
|||||||
Balance at December 31, 2015
|
17,186,780
|
|
|
17
|
|
|
293,012
|
|
|
69,209
|
|
|
(16,831
|
)
|
|
1,895,998
|
|
|
(54,823
|
)
|
|
(452
|
)
|
|
290,132
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,154
|
|
|||||||
Exercise of employee stock options, including net tax benefit of $276
|
105,788
|
|
|
—
|
|
|
3,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,832
|
|
|||||||
Restricted stock issued
|
22,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,736
|
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
|||||||
Stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,579,942
|
|
|
(70,248
|
)
|
|
—
|
|
|
(70,248
|
)
|
|||||||
Conversion of convertible preferred stock to common stock
|
300
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Convertible preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,419
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,419
|
)
|
|||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,618
|
)
|
|
—
|
|
|
—
|
|
|
114
|
|
|
(16,504
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,082
|
)
|
|
(2,082
|
)
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
91,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,928
|
|
|||||||
Balance at December 31, 2016
|
17,315,661
|
|
|
17
|
|
|
302,010
|
|
|
156,718
|
|
|
(33,449
|
)
|
|
3,478,676
|
|
|
(125,201
|
)
|
|
(2,420
|
)
|
|
297,675
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,619
|
|
|||||||
Exercise of employee stock options
|
91,400
|
|
|
—
|
|
|
2,423
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
|
(238
|
)
|
|
—
|
|
|
2,185
|
|
|||||||
Restricted stock issued
|
36,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,556
|
|
|
(878
|
)
|
|
—
|
|
|
(878
|
)
|
|||||||
Performance restricted stock issued
|
3,773
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||||
Shares issued for bonus settlement and director stipends
|
25,646
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,107
|
|
|||||||
Stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
622,235
|
|
|
(28,486
|
)
|
|
—
|
|
|
(28,486
|
)
|
|||||||
Conversion of convertible preferred stock to common stock
|
495
|
|
|
—
|
|
|
20
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Convertible preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,418
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,418
|
)
|
|||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,117
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
6,921
|
|
|||||||
Reclassification of translation loss realized upon sale of equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|
451
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
53,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,369
|
|
|||||||
Cumulative effect adjustment from change in accounting principle
|
—
|
|
|
—
|
|
|
850
|
|
|
(850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
17,473,598
|
|
|
$
|
17
|
|
|
$
|
313,955
|
|
|
$
|
204,818
|
|
|
$
|
(25,805
|
)
|
|
4,126,132
|
|
|
$
|
(154,803
|
)
|
|
$
|
(2,165
|
)
|
|
$
|
336,017
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
53,820
|
|
|
$
|
89,846
|
|
|
$
|
83,194
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
18,542
|
|
|
21,699
|
|
|
20,234
|
|
|||
Amortization
|
7,927
|
|
|
26,026
|
|
|
38,067
|
|
|||
Provision for doubtful accounts
|
1,372
|
|
|
3,759
|
|
|
2,539
|
|
|||
Stock-based compensation
|
7,543
|
|
|
5,136
|
|
|
26,622
|
|
|||
Deferred income taxes
|
(22,996
|
)
|
|
(14,130
|
)
|
|
(10
|
)
|
|||
Amortization of deferred financing costs and debt discount
|
682
|
|
|
1,754
|
|
|
2,041
|
|
|||
Write-off of deferred financing charges
|
—
|
|
|
2,302
|
|
|
—
|
|
|||
Gains on remeasurement of contingent consideration
|
—
|
|
|
—
|
|
|
(2,469
|
)
|
|||
Asset impairment charge
|
—
|
|
|
21,003
|
|
|
1,593
|
|
|||
Equity in net (gain) loss of investee
|
(12,054
|
)
|
|
10,287
|
|
|
10,970
|
|
|||
Gain on sale of equity investment
|
(12,377
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of business
|
—
|
|
|
(167,895
|
)
|
|
(123,129
|
)
|
|||
Deferred income taxes and income taxes payable on gain on sale of business
|
—
|
|
|
58,492
|
|
|
22,797
|
|
|||
Other non-cash charges (credits)
|
296
|
|
|
(1,323
|
)
|
|
(419
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
5,715
|
|
|
(19,332
|
)
|
|
(86,627
|
)
|
|||
Prepaid expenses and other
|
15,457
|
|
|
(4,058
|
)
|
|
14,654
|
|
|||
Reinsurance liability reserve
|
(5,731
|
)
|
|
(4,110
|
)
|
|
(611
|
)
|
|||
Accounts payable and accrued expenses
|
(9,064
|
)
|
|
33,365
|
|
|
(21,900
|
)
|
|||
Income taxes payable on gain from sale of business
|
—
|
|
|
(30,153
|
)
|
|
—
|
|
|||
Accrued transportation costs
|
11,232
|
|
|
8,654
|
|
|
9,045
|
|
|||
Deferred revenue
|
(4,691
|
)
|
|
(4,019
|
)
|
|
19,043
|
|
|||
Other long-term liabilities
|
(629
|
)
|
|
4,462
|
|
|
463
|
|
|||
Net cash provided by operating activities
|
55,044
|
|
|
41,765
|
|
|
16,097
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(19,923
|
)
|
|
(41,216
|
)
|
|
(35,072
|
)
|
|||
Proceeds from sale of property
|
—
|
|
|
1,039
|
|
|
—
|
|
|||
Proceeds from sale of equity investment
|
15,593
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(3,433
|
)
|
|||
Sale of business, net of cash sold
|
—
|
|
|
371,580
|
|
|
199,943
|
|
|||
Purchase of equity investment
|
—
|
|
|
(13,663
|
)
|
|
(16,072
|
)
|
|||
Purchase of cost method investments
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|||
Restricted cash for reinsured claims losses
|
7,834
|
|
|
5,926
|
|
|
(2,058
|
)
|
|||
Other investing activities
|
310
|
|
|
239
|
|
|
(18
|
)
|
|||
Net cash provided by investing activities
|
814
|
|
|
323,905
|
|
|
143,290
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of preferred stock, net of issuance costs
|
—
|
|
|
—
|
|
|
80,667
|
|
|||
Preferred stock dividends
|
(4,418
|
)
|
|
(4,419
|
)
|
|
(3,928
|
)
|
|||
Repurchase of common stock, for treasury
|
(29,364
|
)
|
|
(70,378
|
)
|
|
(36,838
|
)
|
|||
Proceeds from common stock issued pursuant to stock option exercise
|
1,921
|
|
|
4,108
|
|
|
4,894
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
52,500
|
|
|
34,000
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(357,450
|
)
|
|
(305,125
|
)
|
|||
Payment of contingent consideration
|
—
|
|
|
—
|
|
|
(7,496
|
)
|
|||
Other financing activities
|
(1,927
|
)
|
|
(1,182
|
)
|
|
(286
|
)
|
|||
Net cash used in financing activities
|
(33,788
|
)
|
|
(376,821
|
)
|
|
(234,112
|
)
|
|||
Effect of exchange rate changes on cash
|
978
|
|
|
(1,357
|
)
|
|
(911
|
)
|
|||
Net change in cash
|
23,048
|
|
|
(12,508
|
)
|
|
(75,636
|
)
|
|||
Cash at beginning of period
|
72,262
|
|
|
84,770
|
|
|
160,406
|
|
|||
Cash at end of period
|
$
|
95,310
|
|
|
$
|
72,262
|
|
|
$
|
84,770
|
|
|
Year ended December 31,
|
||||||||||
Supplemental cash flow information
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Cash included in current assets of discontinued operations held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,014
|
|
Cash paid for interest
|
$
|
987
|
|
|
$
|
9,768
|
|
|
$
|
16,699
|
|
Cash paid for income taxes
|
$
|
18,128
|
|
|
$
|
55,827
|
|
|
$
|
21,555
|
|
Proceeds receivable from option exercise
|
$
|
562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of equipment in accounts payable and accrued liabilities
|
$
|
1,362
|
|
|
$
|
983
|
|
|
$
|
930
|
|
Accrued unfunded future equity investment capital contributions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,654
|
|
Note receivable issued for sale of property
|
$
|
—
|
|
|
$
|
3,130
|
|
|
$
|
—
|
|
Purchase of equipment through capital lease obligation
|
$
|
1,474
|
|
|
$
|
4,547
|
|
|
$
|
—
|
|
Acquisitions:
|
|
|
|
|
|
||||||
Purchase price
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less:
|
|
|
|
|
|
||||||
Working capital adjustments to purchase price
|
—
|
|
|
—
|
|
|
(3,433
|
)
|
|||
Acquisitions, net of cash acquired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,433
|
|
•
|
Non-Emergency Transportation Services (“NET Services”) – Nationwide manager of non-emergency medical transportation (“NET”) programs for state governments and managed care organizations.
|
•
|
Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in CCHN Group Holdings, Inc. and its subsidiaries (“Matrix”), a nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments (“CHAs”), to members of managed care organizations, accounted for as an equity method investment. On February 16, 2018, Matrix acquired HealthFair, expanding its service offerings to include mobile health assessments, advanced diagnostic testing, and additional care optimization services.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Collateral for letters of credit - Reinsured claims losses
|
$
|
—
|
|
|
$
|
2,265
|
|
Escrow/Trust - Reinsured claims losses
|
6,296
|
|
|
11,865
|
|
||
Restricted cash for reinsured claims losses
|
6,296
|
|
|
14,130
|
|
||
Less current portion
|
1,091
|
|
|
3,192
|
|
||
Restricted cash, less current portion
|
$
|
5,205
|
|
|
$
|
10,938
|
|
•
|
$0
and
$2,265
, respectively, served as collateral for irrevocable standby letters of credit to secure any reinsured claims losses under the Company’s reinsurance program;
|
•
|
the remaining
$6,296
and
$11,865
, respectively, is primarily related to restricted cash held in trusts for reinsurance claims losses under the Company’s historical workers’ compensation, general and professional liability and auto liability reinsurance programs, as well as amounts restricted for withdrawal under our self-insured medical and benefits plans.
|
•
|
The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of non-vested restricted stock grants is determined based on the closing market price of the Company’s Common Stock on the date of grant. Stock-based compensation expense charged against income for stock options and stock grants is based on the grant-date fair value. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period.
|
•
|
The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date.
|
•
|
Performance-based RSUs vest upon achievement of certain company specific performance conditions. On the date of grant, the Company determines the fair value of the performance-based award using the fair value of the Company’s Common Stock at that time and it assesses whether it is probable that the performance targets will be achieved. If assessed as probable, the Company records compensation expense for these awards over the requisite service period. At each reporting period, the Company reassesses the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets.
|
•
|
The Company calculates the fair value of market-based stock awards, including the Company’s 2015 Holding Company LTI Program (the “HoldCo LTIP”) awards, using the Monte-Carlo simulation valuation model. Forfeitures are recorded as they occur. Compensation expense for market-based awards is recognized over the requisite service period regardless of whether the market conditions are expected to be achieved.
|
•
|
the effect of specified clauses on the term of many of the Company’s contracts with customers;
|
•
|
the nature of the promises in many of the Company’s contracts with customers to perform integrated services over a period of time;
|
•
|
whether and how much variable consideration to include when determining the transaction prices for its contracts with customers;
|
•
|
whether any of the Company’s customer contracts require performance over a series of distinct service periods and the impact on determining and allocating the transaction price; and
|
•
|
the manner in which the Company will measure its progress towards fully satisfying its performance obligations, including a determination of whether the Company may be able to use certain practical expedients.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current assets
|
$
|
37,563
|
|
|
$
|
28,589
|
|
Long-term assets
|
597,613
|
|
|
614,841
|
|
||
Current liabilities
|
27,718
|
|
|
25,791
|
|
||
Long-term liabilities
|
240,513
|
|
|
281,348
|
|
|
Twelve months ended December 31, 2017
|
|
October 19, 2016
through
December 31, 2016
|
||||
Revenue
|
$
|
227,872
|
|
|
$
|
41,635
|
|
Operating income (loss)
|
11,870
|
|
|
(4,079
|
)
|
||
Net income (loss)
|
26,665
|
|
|
(4,200
|
)
|
|
December 31, 2016
|
||
Current assets
|
$
|
4,640
|
|
Long-term assets
|
10,473
|
|
|
Current liabilities
|
12,844
|
|
|
Long-term liabilities
|
1,655
|
|
|
Nine months ended September 30, 2017
|
|
Twelve months ended December 31, 2016
|
||||
Revenue
|
$
|
30,125
|
|
|
$
|
36,546
|
|
Operating loss
|
(1,765
|
)
|
|
(9,664
|
)
|
||
Net loss
|
(1,934
|
)
|
|
(8,843
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Prepaid income taxes
|
$
|
1,106
|
|
|
$
|
1,467
|
|
Escrow funds
|
10,000
|
|
|
10,000
|
|
||
Prepaid insurance
|
2,121
|
|
|
3,153
|
|
||
Prepaid taxes and licenses
|
906
|
|
|
3,570
|
|
||
Note receivable
|
3,224
|
|
|
3,130
|
|
||
Prepaid rent
|
2,268
|
|
|
2,013
|
|
||
Deposits held for leased premises and bonds
|
2,849
|
|
|
2,609
|
|
||
Other
|
12,769
|
|
|
11,953
|
|
||
Total prepaid expenses and other
|
$
|
35,243
|
|
|
$
|
37,895
|
|
|
Estimated
Useful
|
|
December 31,
|
||||||||||
|
Life (years)
|
|
2017
|
|
2016
|
||||||||
Computer and telecom equipment
|
3
|
|
—
|
|
5
|
|
$
|
35,915
|
|
|
$
|
31,854
|
|
Software
|
3
|
|
—
|
|
5
|
|
32,989
|
|
|
26,883
|
|
||
Leasehold improvements
|
Shorter of 7 years or
lease term
|
|
17,890
|
|
|
16,720
|
|
||||||
Furniture and fixtures
|
5
|
|
—
|
|
10
|
|
6,416
|
|
|
8,070
|
|
||
Automobiles
|
|
|
5
|
|
|
|
3,797
|
|
|
3,597
|
|
||
Construction and development in progress
|
|
|
N/A
|
|
|
|
13,384
|
|
|
5,831
|
|
||
|
|
|
|
|
|
|
110,391
|
|
|
92,955
|
|
||
Less accumulated depreciation
|
|
|
|
|
|
|
60,014
|
|
|
46,735
|
|
||
Total property and equipment, net
|
|
|
|
|
|
|
$
|
50,377
|
|
|
$
|
46,220
|
|
|
NET
Services
|
|
WD
Services
|
|
Consolidated
Total
|
||||||
Balances at December 31, 2015
|
|
|
|
|
|
||||||
Goodwill
|
$
|
191,215
|
|
|
$
|
40,784
|
|
|
$
|
231,999
|
|
Accumulated impairment losses
|
(96,000
|
)
|
|
(6,041
|
)
|
|
(102,041
|
)
|
|||
|
95,215
|
|
|
34,743
|
|
|
129,958
|
|
|||
|
|
|
|
|
|
||||||
Asset impairment charge
|
—
|
|
|
(5,224
|
)
|
|
(5,224
|
)
|
|||
Foreign currency translation adjustment
|
—
|
|
|
(5,110
|
)
|
|
(5,110
|
)
|
|||
Balances at December 31, 2016
|
|
|
|
|
|
||||||
Goodwill
|
191,215
|
|
|
35,674
|
|
|
226,889
|
|
|||
Accumulated impairment losses
|
(96,000
|
)
|
|
(11,265
|
)
|
|
(107,265
|
)
|
|||
|
95,215
|
|
|
24,409
|
|
|
119,624
|
|
|||
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
2,044
|
|
|
2,044
|
|
|||
Balances at December 31, 2017
|
|
|
|
|
|
||||||
Goodwill
|
191,215
|
|
|
37,718
|
|
|
228,933
|
|
|||
Accumulated impairment losses
|
(96,000
|
)
|
|
(11,265
|
)
|
|
(107,265
|
)
|
|||
|
$
|
95,215
|
|
|
$
|
26,453
|
|
|
$
|
121,668
|
|
|
|
|
December 31,
|
||||||||||||||
|
|
|
2017
|
|
2016
|
||||||||||||
|
Estimated
Useful
Life (Yrs)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
15
|
|
$
|
48,128
|
|
|
$
|
(33,136
|
)
|
|
$
|
48,020
|
|
|
$
|
(29,941
|
)
|
Customer relationships
|
10
|
|
30,583
|
|
|
(11,871
|
)
|
|
27,915
|
|
|
(8,147
|
)
|
||||
Trademarks and Trade Names
|
10
|
|
14,525
|
|
|
(5,205
|
)
|
|
13,282
|
|
|
(3,431
|
)
|
||||
Developed technology
|
5
|
|
3,228
|
|
|
(2,313
|
)
|
|
2,951
|
|
|
(1,525
|
)
|
||||
Total
|
|
|
$
|
96,464
|
|
|
$
|
(52,525
|
)
|
|
$
|
92,168
|
|
|
$
|
(43,044
|
)
|
Year
|
|
Amount
|
||
2018
|
|
$
|
8,126
|
|
2019
|
|
7,749
|
|
|
2020
|
|
7,473
|
|
|
2021
|
|
7,387
|
|
|
2022
|
|
7,025
|
|
|
Thereafter
|
|
6,179
|
|
|
Total
|
|
$
|
43,939
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accrued compensation and related
|
$
|
33,653
|
|
|
$
|
23,050
|
|
NET Services accrued contract payments
|
17,487
|
|
|
32,836
|
|
||
Accrued settlement
|
15,000
|
|
|
6,000
|
|
||
Income taxes payable
|
3,723
|
|
|
372
|
|
||
Other
|
33,975
|
|
|
40,123
|
|
||
Total accrued expenses
|
$
|
103,838
|
|
|
$
|
102,381
|
|
|
January 1,
2017
|
|
Costs
Incurred
|
|
Cash Payments
|
|
Foreign Exchange
Rate Adjustments
|
|
December 31, 2017
|
||||||||||
Ingeus Futures' Program
|
$
|
2,486
|
|
|
$
|
1,223
|
|
|
$
|
(3,386
|
)
|
|
$
|
159
|
|
|
$
|
482
|
|
Offender Rehabilitation Program
|
1,380
|
|
|
(40
|
)
|
|
(1,357
|
)
|
|
17
|
|
|
—
|
|
|||||
UK Restructuring Program
|
50
|
|
|
(53
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Delivery First Program
|
—
|
|
|
1,447
|
|
|
(184
|
)
|
|
24
|
|
|
1,287
|
|
|||||
Total
|
$
|
3,916
|
|
|
$
|
2,577
|
|
|
$
|
(4,927
|
)
|
|
$
|
203
|
|
|
$
|
1,769
|
|
|
January 1,
2016
|
|
Costs
Incurred
|
|
Cash Payments
|
|
Foreign Exchange
Rate Adjustments
|
|
December 31, 2016
|
||||||||||
Ingeus Futures' Program
|
$
|
—
|
|
|
$
|
2,515
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
2,486
|
|
Offender Rehabilitation Program
|
6,538
|
|
|
4,865
|
|
|
(8,924
|
)
|
|
(1,099
|
)
|
|
1,380
|
|
|||||
UK Restructuring Program
|
2,059
|
|
|
1,131
|
|
|
(3,031
|
)
|
|
(109
|
)
|
|
50
|
|
|||||
Total
|
$
|
8,597
|
|
|
$
|
8,511
|
|
|
$
|
(11,955
|
)
|
|
$
|
(1,237
|
)
|
|
$
|
3,916
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
$200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2018
|
$
|
—
|
|
|
$
|
—
|
|
Capital lease obligations
|
2,984
|
|
|
3,611
|
|
||
|
2,984
|
|
|
3,611
|
|
||
Less current portion of capital lease obligations
|
2,400
|
|
|
1,721
|
|
||
Total long-term obligations, less current portion
|
$
|
584
|
|
|
$
|
1,890
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
2,400
|
|
2019
|
|
504
|
|
|
2020
|
|
80
|
|
|
Total
|
|
$
|
2,984
|
|
|
Dollar Value
|
|
Share Count
|
|||
Balance at December 31, 2015
|
$
|
77,576
|
|
|
803,518
|
|
Conversion to common stock
|
(12
|
)
|
|
(120
|
)
|
|
Allocation of issuance costs
|
1
|
|
|
—
|
|
|
Balance at December 31, 2016
|
$
|
77,565
|
|
|
803,398
|
|
Conversion to common stock
|
(20
|
)
|
|
(198
|
)
|
|
Allocation of issuance costs
|
1
|
|
|
—
|
|
|
Balance at December 31, 2017
|
$
|
77,546
|
|
|
803,200
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Service expense
|
$
|
491
|
|
|
$
|
830
|
|
|
$
|
21,480
|
|
General and administrative expense
|
7,052
|
|
|
4,324
|
|
|
5,027
|
|
|||
Equity in net (gain) loss of investees
|
76
|
|
|
18
|
|
|
—
|
|
|||
Discontinued operations, net of tax
|
—
|
|
|
(18
|
)
|
|
115
|
|
|||
Total stock-based compensation
|
$
|
7,619
|
|
|
$
|
5,154
|
|
|
$
|
26,622
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NET Services
|
$
|
434
|
|
|
$
|
841
|
|
|
$
|
724
|
|
WD Services (a)
|
57
|
|
|
(11
|
)
|
|
20,756
|
|
|||
Total stock-based compensation in service expense
|
$
|
491
|
|
|
$
|
830
|
|
|
$
|
21,480
|
|
(a)
|
WD Services includes
$16,078
for the year ended December 31, 2015 related to the acceleration of awards pursuant to the separation agreements for two executives.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2015
|
||||
Expected dividend yield
|
0.0%
|
|
0.0%
|
||||
Expected stock price volatility
|
19.45%
|
—
|
42.95%
|
|
33.8%
|
—
|
46.14%
|
Risk-free interest rate
|
0.95%
|
—
|
2.23%
|
|
0.4%
|
—
|
1.35%
|
Expected life of options (years)
|
0.03
|
—
|
6.50
|
|
0.03
|
—
|
4.00
|
|
Year ended December 31, 2017
|
|||||||||||
|
Number
of Shares
Under
Option
|
|
Weighted-
average
Exercise
Price
|
|
Weighted-
average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance at beginning of period
|
355,598
|
|
|
$
|
33.48
|
|
|
|
|
|
|
|
Granted
|
371,775
|
|
|
57.08
|
|
|
|
|
|
|||
Exercised
|
(115,825
|
)
|
|
29.77
|
|
|
|
|
|
|
||
Forfeited/Cancelled
|
(854
|
)
|
|
46.44
|
|
|
|
|
|
|
||
Expired
|
(3,999
|
)
|
|
24.59
|
|
|
|
|
|
|
||
Outstanding at end of period
|
606,695
|
|
|
$
|
48.70
|
|
|
2.62
|
|
$
|
6,705
|
|
Vested or expected to vest at end of period
|
606,695
|
|
|
$
|
48.70
|
|
|
2.62
|
|
$
|
6,705
|
|
Exercisable at end of period
|
357,984
|
|
|
$
|
44.65
|
|
|
2.10
|
|
$
|
5,508
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average grant date fair value per share
|
$
|
9.05
|
|
|
$
|
—
|
|
|
$
|
8.77
|
|
Options exercised:
|
|
|
|
|
|
||||||
Total intrinsic value
|
$
|
2,010
|
|
|
$
|
979
|
|
|
$
|
6,659
|
|
Cash received
|
$
|
1,921
|
|
|
$
|
4,108
|
|
|
$
|
4,894
|
|
|
Shares
|
|
Weighted-average
grant date
fair value
|
|||
|
|
|
|
|||
Non-vested at beginning of period
|
72,198
|
|
|
$
|
44.44
|
|
Granted
|
33,420
|
|
|
$
|
43.91
|
|
Vested
|
(36,623
|
)
|
|
$
|
43.42
|
|
Forfeited or cancelled
|
(4,216
|
)
|
|
$
|
47.17
|
|
Non-vested at end of period
|
64,779
|
|
|
$
|
44.82
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Expected dividend yield
|
0.0%
|
|
0.0%
|
|
0.0%
|
||||||
Expected stock price volatility
|
23.36%
|
—
|
32.09%
|
|
35.71%
|
—
|
41.82%
|
|
43.75%
|
—
|
45.3%
|
Risk-free interest rate
|
1.75%
|
—
|
1.95%
|
|
1.11%
|
—
|
1.64%
|
|
1.2%
|
—
|
1.70%
|
Expected life of options (in years)
|
0.75
|
—
|
2.75
|
|
1.0
|
—
|
3.00
|
|
2.75
|
—
|
4.75
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Forward interest rate
|
0.24%
|
—
|
2.71%
|
|
0.04%
|
—
|
2.90%
|
Expected Volatility
|
40.0%
|
|
45.0%
|
||||
Dividend Yield
|
—%
|
|
—%
|
||||
Fair Value of Total Pool
|
$12,870
|
|
$12,590
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Providence
|
$
|
53,369
|
|
|
$
|
91,928
|
|
|
$
|
83,696
|
|
Less dividends on convertible preferred stock
|
(4,419
|
)
|
|
(4,419
|
)
|
|
(3,935
|
)
|
|||
Less accretion of convertible preferred stock discount
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|||
Less income allocated to participating securities
|
(7,085
|
)
|
|
(13,135
|
)
|
|
(10,691
|
)
|
|||
Net income available to common stockholders
|
$
|
41,865
|
|
|
$
|
74,374
|
|
|
$
|
67,999
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
47,848
|
|
|
$
|
(21,251
|
)
|
|
$
|
(29,181
|
)
|
Discontinued operations
|
(5,983
|
)
|
|
95,625
|
|
|
97,180
|
|
|||
|
$
|
41,865
|
|
|
$
|
74,374
|
|
|
$
|
67,999
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share -- weighted-average shares
|
13,602,140
|
|
|
14,666,896
|
|
|
15,960,905
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Common stock options
|
66,314
|
|
|
—
|
|
|
—
|
|
|||
Performance-based restricted stock units
|
4,860
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion
|
13,673,314
|
|
|
14,666,896
|
|
|
15,960,905
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.52
|
|
|
$
|
(1.45
|
)
|
|
$
|
(1.83
|
)
|
Discontinued operations
|
(0.44
|
)
|
|
6.52
|
|
|
6.09
|
|
|||
|
$
|
3.08
|
|
|
$
|
5.07
|
|
|
$
|
4.26
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.50
|
|
|
$
|
(1.45
|
)
|
|
$
|
(1.83
|
)
|
Discontinued operations
|
(0.44
|
)
|
|
6.52
|
|
|
6.09
|
|
|||
|
$
|
3.06
|
|
|
$
|
5.07
|
|
|
$
|
4.26
|
|
|
Operating
|
||
|
Leases
|
||
2018
|
$
|
20,875
|
|
2019
|
13,376
|
|
|
2020
|
9,738
|
|
|
2021
|
8,022
|
|
|
2022
|
6,142
|
|
|
Thereafter
|
3,939
|
|
|
Total future minimum lease payments
|
$
|
62,092
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
18,792
|
|
|
$
|
21,202
|
|
|
$
|
15,161
|
|
Deferred
|
(19,767
|
)
|
|
(6,477
|
)
|
|
(1,606
|
)
|
|||
|
(975
|
)
|
|
14,725
|
|
|
13,555
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
3,975
|
|
|
4,580
|
|
|
2,644
|
|
|||
Deferred
|
723
|
|
|
(938
|
)
|
|
(38
|
)
|
|||
|
4,698
|
|
|
3,642
|
|
|
2,606
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
1,197
|
|
|
266
|
|
|
523
|
|
|||
Deferred
|
(519
|
)
|
|
(1,597
|
)
|
|
(2,101
|
)
|
|||
|
678
|
|
|
(1,331
|
)
|
|
(1,578
|
)
|
|||
|
|
|
|
|
|
||||||
Total provision for income taxes
|
$
|
4,401
|
|
|
$
|
17,036
|
|
|
$
|
14,583
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
20,496
|
|
|
$
|
17,742
|
|
Tax credit carryforwards
|
486
|
|
|
399
|
|
||
Accounts receivable allowance
|
1,134
|
|
|
1,341
|
|
||
Accrued items and reserves
|
14,371
|
|
|
18,669
|
|
||
Stock compensation
|
1,480
|
|
|
4,224
|
|
||
Deferred rent
|
572
|
|
|
915
|
|
||
Property and equipment depreciation
|
300
|
|
|
—
|
|
||
Other
|
173
|
|
|
180
|
|
||
|
39,012
|
|
|
43,470
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred financing costs
|
38
|
|
|
154
|
|
||
Prepaids
|
1,440
|
|
|
2,103
|
|
||
Property and equipment depreciation
|
—
|
|
|
1,238
|
|
||
Goodwill and intangibles amortization
|
5,809
|
|
|
9,568
|
|
||
Equity investment
|
42,113
|
|
|
59,244
|
|
||
Other
|
205
|
|
|
203
|
|
||
|
49,605
|
|
|
72,510
|
|
||
Net deferred tax liabilities
|
(10,593
|
)
|
|
(29,040
|
)
|
||
Less valuation allowance
|
(26,402
|
)
|
|
(27,423
|
)
|
||
Net deferred tax liabilities
|
$
|
(36,995
|
)
|
|
$
|
(56,463
|
)
|
Net noncurrent deferred tax assets, net of valuation allowance of $26,402 and $27,423 for 2017 and 2016, respectively
|
4,632
|
|
|
1,510
|
|
||
Net noncurrent deferred tax liabilities, net of valuation allowance of $0 and $0 for 2017 and 2016, respectively
|
(41,627
|
)
|
|
(57,973
|
)
|
||
|
$
|
(36,995
|
)
|
|
$
|
(56,463
|
)
|
Australia
|
$
|
41,256
|
|
Canada
|
728
|
|
|
France
|
3,882
|
|
|
Saudi Arabia
|
82
|
|
|
UK
|
40,090
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
1,108
|
|
|
$
|
271
|
|
|
$
|
347
|
|
Balance upon acquisition/disposition
|
—
|
|
|
764
|
|
|
—
|
|
|||
Increase (decrease) related to prior year positions
|
22
|
|
|
37
|
|
|
(47
|
)
|
|||
Increase related to current year tax positions
|
101
|
|
|
139
|
|
|
48
|
|
|||
Statute of limitations expiration
|
(116
|
)
|
|
(103
|
)
|
|
(77
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
1,115
|
|
|
$
|
1,108
|
|
|
$
|
271
|
|
|
Year ended December 31, 2017
|
||||||||||
|
Human Services
Segment
|
|
HA Services
Segment
|
|
Total Discontinued
Operations
|
||||||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative expense
|
$
|
9,674
|
|
|
$
|
—
|
|
|
$
|
9,674
|
|
Total operating expenses
|
9,674
|
|
|
—
|
|
|
9,674
|
|
|||
Loss from discontinued operations before income taxes
|
(9,674
|
)
|
|
—
|
|
|
(9,674
|
)
|
|||
Income tax benefit
|
3,691
|
|
|
—
|
|
|
3,691
|
|
|||
Discontinued operations, net of tax
|
$
|
(5,983
|
)
|
|
$
|
—
|
|
|
$
|
(5,983
|
)
|
|
Year ended December 31, 2016
|
||||||||||
|
Human Services
Segment
|
|
HA Services
Segment
|
|
Total Discontinued
Operations
|
||||||
|
|
|
|
|
|
||||||
Service revenue, net
|
$
|
—
|
|
|
$
|
166,090
|
|
|
$
|
166,090
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service expense
|
—
|
|
|
120,906
|
|
|
120,906
|
|
|||
General and administrative expense
|
7,966
|
|
|
2,148
|
|
|
10,114
|
|
|||
Depreciation and amortization
|
—
|
|
|
21,121
|
|
|
21,121
|
|
|||
Total operating expenses
|
7,966
|
|
|
144,175
|
|
|
152,141
|
|
|||
Operating income (loss)
|
(7,966
|
)
|
|
21,915
|
|
|
13,949
|
|
|||
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
||||||
Write-off of deferred financing fees
|
—
|
|
|
2,302
|
|
|
2,302
|
|
|||
Interest expense, net
|
—
|
|
|
9,929
|
|
|
9,929
|
|
|||
Income (loss) from discontinued operations before gain on disposition and income taxes
|
(7,966
|
)
|
|
9,684
|
|
|
1,718
|
|
|||
Gain on disposition
|
—
|
|
|
167,895
|
|
|
167,895
|
|
|||
(Provision) benefit for income taxes
|
2,401
|
|
|
(63,254
|
)
|
|
(60,853
|
)
|
|||
Discontinued operations, net of tax
|
$
|
(5,565
|
)
|
|
$
|
114,325
|
|
|
$
|
108,760
|
|
|
Year ended December 31, 2015
|
||||||||||
|
Human Services
Segment
|
|
HA Services
Segment
|
|
Total Discontinued
Operations
|
||||||
|
|
|
|
|
|
||||||
Service revenue, net
|
$
|
291,510
|
|
|
$
|
217,436
|
|
|
$
|
508,946
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service expense
|
264,293
|
|
|
163,211
|
|
|
427,504
|
|
|||
General and administrative expense
|
14,975
|
|
|
2,630
|
|
|
17,605
|
|
|||
Asset impairment charge
|
1,593
|
|
|
—
|
|
|
1,593
|
|
|||
Depreciation and amortization
|
4,831
|
|
|
29,472
|
|
|
34,303
|
|
|||
Total operating expenses
|
285,692
|
|
|
195,313
|
|
|
481,005
|
|
|||
Operating income
|
5,818
|
|
|
22,123
|
|
|
27,941
|
|
|||
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
2,829
|
|
|
14,359
|
|
|
17,188
|
|
|||
Income from discontinued operations before gain on disposition and income taxes
|
2,989
|
|
|
7,764
|
|
|
10,753
|
|
|||
Gain on disposition
|
123,129
|
|
|
—
|
|
|
123,129
|
|
|||
Provision for income taxes
|
(24,318
|
)
|
|
(1,693
|
)
|
|
(26,011
|
)
|
|||
Discontinued operations, net of tax
|
$
|
101,800
|
|
|
$
|
6,071
|
|
|
$
|
107,871
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Human Services Segment
|
$
|
—
|
|
|
$
|
2,871
|
|
HA Services Segment
|
9,939
|
|
|
14,376
|
|
||
Total
|
$
|
9,939
|
|
|
$
|
17,247
|
|
|
For the year ended December 31, 2016
|
||||||||||
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
||||||
|
|
|
|
|
|
||||||
Cash flows from discontinued operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
$
|
—
|
|
|
$
|
3,661
|
|
|
$
|
3,661
|
|
Amortization
|
—
|
|
|
17,460
|
|
|
17,460
|
|
|||
Stock-based compensation
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|||
Deferred income taxes
|
—
|
|
|
52,338
|
|
|
52,338
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from discontinued investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
$
|
—
|
|
|
$
|
9,174
|
|
|
$
|
9,174
|
|
|
For the year ended December 31, 2015
|
||||||||||
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
||||||
|
|
|
|
|
|
||||||
Cash flows from discontinued operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
$
|
2,376
|
|
|
$
|
3,370
|
|
|
$
|
5,746
|
|
Amortization
|
2,455
|
|
|
26,102
|
|
|
28,557
|
|
|||
Asset impairment charge
|
1,593
|
|
|
—
|
|
|
1,593
|
|
|||
Stock-based compensation
|
7
|
|
|
108
|
|
|
115
|
|
|||
Deferred income taxes
|
(5,680
|
)
|
|
730
|
|
|
(4,950
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from discontinued investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
$
|
2,224
|
|
|
$
|
8,079
|
|
|
$
|
10,303
|
|
•
|
NET Services – Nationwide manager of non-emergency medical transportation programs for state governments and managed care organizations.
|
•
|
WD Services – Global provider of employment preparation and placement services, legal offender rehabilitation services, youth community service programs and certain health related services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in Matrix, a nationwide provider of in-home care optimization and management solutions, including CHAs, to members of managed care organizations, accounted for as an equity method investment as a result of the Matrix Transaction on October 19, 2016, which is further discussed in Note 20,
Discontinued Operations
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix
Investment
|
|
Corporate and
Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
1,318,220
|
|
|
$
|
305,662
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,623,882
|
|
Service expense
|
1,227,426
|
|
|
265,417
|
|
|
—
|
|
|
(3,799
|
)
|
|
1,489,044
|
|
|||||
General and administrative expense
|
11,779
|
|
|
25,438
|
|
|
—
|
|
|
35,119
|
|
|
72,336
|
|
|||||
Depreciation and amortization
|
13,275
|
|
|
12,851
|
|
|
—
|
|
|
343
|
|
|
26,469
|
|
|||||
Operating income (loss)
|
$
|
65,740
|
|
|
$
|
1,956
|
|
|
$
|
—
|
|
|
$
|
(31,663
|
)
|
|
$
|
36,033
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net (gain) loss of investees
|
$
|
—
|
|
|
$
|
1,391
|
|
|
$
|
(13,445
|
)
|
|
$
|
—
|
|
|
$
|
(12,054
|
)
|
Investment in equity method investee
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
169,699
|
|
|
$
|
—
|
|
|
$
|
169,912
|
|
Total assets
|
$
|
294,127
|
|
|
$
|
184,805
|
|
|
$
|
169,699
|
|
|
$
|
55,459
|
|
|
$
|
704,090
|
|
Long-lived asset expenditures
|
$
|
15,319
|
|
|
$
|
4,527
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
19,923
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix Investment
|
|
Corporate and Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
1,233,720
|
|
|
$
|
344,403
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
1,578,245
|
|
Service expense
|
1,132,857
|
|
|
320,147
|
|
|
—
|
|
|
(894
|
)
|
|
1,452,110
|
|
|||||
General and administrative expense
|
11,406
|
|
|
30,300
|
|
|
—
|
|
|
28,205
|
|
|
69,911
|
|
|||||
Asset impairment charge
|
—
|
|
|
19,588
|
|
|
—
|
|
|
1,415
|
|
|
21,003
|
|
|||||
Depreciation and amortization
|
12,375
|
|
|
13,824
|
|
|
—
|
|
|
405
|
|
|
26,604
|
|
|||||
Operating income (loss)
|
$
|
77,082
|
|
|
$
|
(39,456
|
)
|
|
$
|
—
|
|
|
$
|
(29,009
|
)
|
|
$
|
8,617
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net (gain) loss of investees
|
$
|
—
|
|
|
$
|
8,498
|
|
|
$
|
1,789
|
|
|
$
|
—
|
|
|
$
|
10,287
|
|
Investment in equity method investee
|
$
|
—
|
|
|
$
|
4,161
|
|
|
$
|
157,202
|
|
|
$
|
—
|
|
|
$
|
161,363
|
|
Total assets
|
$
|
313,371
|
|
|
$
|
160,152
|
|
|
$
|
157,202
|
|
|
$
|
54,554
|
|
|
$
|
685,279
|
|
Long-lived asset expenditures
|
$
|
10,845
|
|
|
$
|
19,810
|
|
|
$
|
—
|
|
|
$
|
1,387
|
|
|
$
|
32,042
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
NET Services
|
|
WD Services
|
|
Corporate and Other
|
|
Total
|
||||||||
Service revenue, net
|
$
|
1,083,015
|
|
|
$
|
395,059
|
|
|
$
|
(64
|
)
|
|
$
|
1,478,010
|
|
Service expense
|
991,659
|
|
|
393,803
|
|
|
(4,308
|
)
|
|
1,381,154
|
|
||||
General and administrative expense
|
10,704
|
|
|
29,846
|
|
|
30,436
|
|
|
70,986
|
|
||||
Depreciation and amortization
|
9,429
|
|
|
13,776
|
|
|
793
|
|
|
23,998
|
|
||||
Operating income (loss)
|
$
|
71,223
|
|
|
$
|
(42,366
|
)
|
|
$
|
(26,985
|
)
|
|
$
|
1,872
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in net (gain) loss of investees
|
$
|
—
|
|
|
$
|
10,970
|
|
|
$
|
—
|
|
|
$
|
10,970
|
|
Long-lived asset expenditures
|
$
|
12,232
|
|
|
$
|
11,869
|
|
|
$
|
668
|
|
|
$
|
24,769
|
|
|
For the year ended December 31, 2017
|
||||||||||||||
|
United
States
|
|
United
Kingdom
|
|
Other
Foreign
|
|
Consolidated
Total
|
||||||||
Service revenue, net
|
$
|
1,335,389
|
|
|
$
|
187,655
|
|
|
$
|
100,838
|
|
|
$
|
1,623,882
|
|
Long-lived assets (a)
|
37,700
|
|
|
9,354
|
|
|
3,323
|
|
|
50,377
|
|
|
For the year ended December 31, 2016
|
||||||||||||||
|
United
States
|
|
United
Kingdom
|
|
Other
Foreign
|
|
Consolidated
Total
|
||||||||
Service revenue, net
|
$
|
1,250,043
|
|
|
$
|
235,061
|
|
|
$
|
93,141
|
|
|
$
|
1,578,245
|
|
Long-lived assets (a)
|
32,007
|
|
|
9,823
|
|
|
4,390
|
|
|
46,220
|
|
|
For the year ended December 31, 2015
|
||||||||||||||
|
United
States
|
|
United
Kingdom
|
|
Other
Foreign
|
|
Consolidated
Total
|
||||||||
Service revenue, net
|
$
|
1,099,918
|
|
|
$
|
298,386
|
|
|
$
|
79,706
|
|
|
$
|
1,478,010
|
|
(a)
|
Represents property and equipment, net.
|
|
Quarter ended
|
||||||||||||||
|
March 31,
2017 (1) |
|
June 30,
2017 |
|
September 30,
2017 (2) |
|
December 31,
2017 (3)(4)(5) |
||||||||
|
|
|
|
|
|
|
|
||||||||
Service revenue, net
|
$
|
399,494
|
|
|
$
|
407,983
|
|
|
$
|
409,517
|
|
|
$
|
406,888
|
|
Operating Income
|
6,788
|
|
|
5,999
|
|
|
6,309
|
|
|
16,937
|
|
||||
Income from continuing operations, net of tax
|
1,915
|
|
|
3,858
|
|
|
14,964
|
|
|
39,066
|
|
||||
Discontinued operations, net of tax
|
(5,866
|
)
|
|
(117
|
)
|
|
(16
|
)
|
|
16
|
|
||||
Net income (loss) attributable to Providence
|
(4,325
|
)
|
|
3,915
|
|
|
14,853
|
|
|
38,926
|
|
||||
Earnings (loss) per common share (10):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.40
|
)
|
|
$
|
0.18
|
|
|
$
|
0.88
|
|
|
$
|
2.43
|
|
Diluted
|
$
|
(0.40
|
)
|
|
$
|
0.18
|
|
|
$
|
0.88
|
|
|
$
|
2.41
|
|
|
Quarter ended
|
||||||||||||||
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 (6) |
|
December 31,
2016 (7)(8)(9) |
||||||||
|
|
|
|
|
|
|
|
||||||||
Service revenue, net
|
$
|
382,036
|
|
|
$
|
398,119
|
|
|
$
|
412,271
|
|
|
$
|
385,819
|
|
Operating Income (loss)
|
8,304
|
|
|
6,712
|
|
|
9,793
|
|
|
(16,192
|
)
|
||||
Income (loss) from continuing operations, net of tax
|
1,376
|
|
|
1,624
|
|
|
3,743
|
|
|
(25,657
|
)
|
||||
Discontinued operations, net of tax
|
753
|
|
|
2,370
|
|
|
(2,791
|
)
|
|
108,428
|
|
||||
Net income attributable to Providence
|
2,235
|
|
|
4,623
|
|
|
650
|
|
|
84,420
|
|
||||
Earnings (loss) per common share (10):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
(0.05
|
)
|
|
$
|
4.92
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
(0.05
|
)
|
|
$
|
4.92
|
|
(1)
|
The Company recorded expenses, net of tax, of
$5,866
in Discontinued operations, net of tax, in the quarter ending March 31, 2017 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter.
|
(2)
|
The Company recorded a gain on sale of equity investment of
$12,606
, net of tax, related to the sale of its equity interest in Mission Providence during the quarter ended September 30, 2017. During the quarter ended December 31, 2017, the Company recorded a reduction to the gain on sale of
$229
, related to the finalization of the working capital adjustment per the sale agreement.
|
(3)
|
Operating income for the quarter ended December 31, 2017 increased as compared to the prior quarters in 2017 as a result of a decrease in service expense as a percentage of revenue for NET Services and WD Services. This was primarily a result of lower operating costs of both segments as well as certain NET Services contractual adjustments recorded in the fourth quarter of 2017.
|
(4)
|
The quarter ended December 31, 2017 includes the receipt of the Haverhill Litigation settlement of
$5,363
.
|
(5)
|
The quarter ended December 31, 2017 includes a net tax benefit of
$16,017
related to the enactment of the Tax Reform Act during the fourth quarter of 2017, due to the re-measurement of deferred tax liabilities by Providence as a result of the reduction in the U.S. corporate tax rate. Providence realized a tax benefit of
$19,397
, partially offset by
$3,379
of increased tax expense resulting from additional equity in net gain of Matrix, due to Matrix' re-
|
(6)
|
The Company recorded expenses, net of tax, of
$5,035
in Discontinued operations, net of tax, in the quarter ended September 30, 2016 related to the Company’s former Human Services segment, which are principally related to an ongoing legal matter.
|
(7)
|
Service revenue, net for the quarter ending December 31, 2016 decreased from the quarter ended September 30, 2016 primarily due to decreased revenue associated with the WD Services’ National Citizen Service summer youth programs, which are seasonal in nature. Additionally, the quarter ended September 30, 2016 included revenue of
$5,367
under the WD Services’ offender rehabilitation program related to the finalization of a contractual adjustment for the contract years ended March 31, 2015 and 2016.
|
(8)
|
The Company recorded an asset impairment charge of
$1,415
related to the building and land utilized by the holding company, which was sold effective December 30, 2016. Also, the Company recorded asset impairment charges in its WD Services segment of
$9,983
,
$4,381
and
$5,224
to its property and equipment, intangible assets and goodwill, respectively.
|
(9)
|
The quarter ended December 31, 2016 includes gain on loss of controlling interest in Matrix, net of tax, of
$109,403
.
|
(10)
|
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly earnings per share may not equal the total computed for the year.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services
.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
•
|
Consolidated Balance Sheets at December 31, 2017 and 2016;
|
•
|
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015;
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015;
|
•
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015; and
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015.
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Balance at
beginning of period |
|
Charged to
costs and expenses |
|
Charged to
other accounts |
|
Deductions
|
|
Balance at
end of period |
||||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
5,901
|
|
|
$
|
815
|
|
|
$
|
(466
|
)
|
(1)
|
$
|
488
|
|
(2)
|
$
|
5,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
4,380
|
|
|
$
|
3,298
|
|
|
$
|
1,058
|
|
(1)
|
$
|
2,835
|
|
(2)
|
$
|
5,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,198
|
|
|
$
|
1,928
|
|
|
$
|
1,152
|
|
(1)
|
$
|
1,898
|
|
(2)
|
$
|
4,380
|
|
(1)
|
Amounts primarily include the allowance for contractual adjustments related to our non-emergency transportation services operating segment that are recorded as adjustments to non-emergency transportation services revenue. Amount additionally includes impact from change in foreign currency rates.
|
(2)
|
Write-offs, net of recoveries.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
2.4
|
|
|
|
|
|
2.5
|
|
|
|
|
|
2.6
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8+
|
|
|
|
|
|
10.9+
|
|
|
|
|
|
10.10+
|
|
|
|
|
|
10.11+
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13+
|
|
|
|
|
|
10.14+
|
|
|
|
|
|
10.15+
|
|
|
|
|
|
10.16+
|
|
|
|
|
|
10.17+
|
|
|
|
|
|
10.18+
|
|
|
|
|
|
10.19+
|
|
|
|
|
10.20+
|
|
|
|
|
|
10.21+
|
|
|
|
|
|
10.22+
|
|
|
|
|
|
10.23+
|
|
|
|
|
|
10.24+
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
10.27+
|
|
|
|
|
|
10.28+*
|
|
|
|
|
|
10.29+*
|
|
|
|
|
|
12.1*
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
23.3*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
99.1*
|
|
|
|
|
|
101. INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
|
+
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
*
|
Filed herewith.
|
|
THE PROVIDENCE SERVICE CORPORATION
|
|
|
|
|
|
By:
|
/s/ R. Carter Pate
|
|
|
R. Carter Pate
Interim Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/S/ R. CARTER PATE
|
|
Interim Chief Executive Officer
|
|
March 9, 2018
|
R. Carter Pate
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/S/ DAVID C. SHACKELTON
|
|
Chief Financial Officer
|
|
March 9, 2018
|
David C. Shackelton
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/S/ WILLIAM SEVERANCE
|
|
Chief Accounting Officer
|
|
March 9, 2018
|
William Severance
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/S/ CHRISTOPHER S. SHACKELTON
|
|
Chairman of the Board
|
|
March 9, 2018
|
Christopher S. Shackelton
|
|
|
|
|
|
|
|
||
/S/ TODD J. CARTER
|
|
Director
|
|
March 9, 2018
|
Todd J. Carter
|
|
|
|
|
|
|
|
||
/S/ DAVID A. COULTER
|
|
Director
|
|
March 9, 2018
|
David A. Coulter
|
|
|
|
|
|
|
|
||
/S/ RICHARD A. KERLEY
|
|
Director
|
|
March 9, 2018
|
Richard A. Kerley
|
|
|
|
|
|
|
|
||
/S/ KRISTI L. MEINTS
|
|
Director
|
|
March 9, 2018
|
Kristi L. Meints
|
|
|
|
|
|
|
|
||
/S/ LESLIE V. NORWALK
|
|
Director
|
|
March 9, 2018
|
Leslie V. Norwalk
|
|
|
|
|
|
|
|
||
/S/ FRANK J. WRIGHT
|
|
Director
|
|
March 9, 2018
|
Frank J. Wright
|
|
|
|
|
(a)
|
During any period of time in which the Company deems that the exercisability of this option, the offer to sell the shares optioned hereunder, or the sale thereof, may violate a federal, state, local or foreign law, rule or regulation, or any applicable securities exchange or listing rule or agreement, or may cause the Company to be legally obligated to issue or sell more shares than the Company is legally entitled to issue or sell;
|
(b)
|
Until you have paid or made suitable arrangements to pay (which may include payment through the surrender of Common Stock, unless prohibited by the Administrator) (i) all federal, state, local and foreign tax withholding required by the Company in connection with the option exercise and (ii) the employee’s portion of other federal, state, local and foreign payroll and other taxes due in connection with the option exercise.
|
Hire Date:
|
November 2, 2015
|
Status:
|
Full-Time, Exempt
|
Bi-Weekly Salary:
|
$13,461.54
|
Short-Term Bonus:
|
You shall be entitled to payment of a Short-Term Bonus in the amount of seventy-five percent (75%) of Base Salary (the “Term Bonus”) upon the achievement by Providence of one hundred (100%) of its budgeted EBITDA performance and acceptable performance by the Employee, in each case as determined by Providence’s Board of Directors (the “Board”) or Providence’s Compensation Committee of the Board, subject to the discretion of the Board or a committee thereof to take into account or disregard extraordinary events. The Term Bonus shall be payable promptly following the completion and filing of the Providence’s annual audited financial statements for the calendar year, and Employee’s rights to receive the Term Bonus shall be contingent upon being employed by Providence or any of its affiliates on the date the payment of the Term Bonus is made, except as otherwise expressly provided. The 2016 Short-term bonus has not been determined, but your bonus opportunity will be consistent with Providence’s senior executives.
|
Long-Term Incentive:
|
You will be eligible to participate in our Long-Term Incentive Plan (LTIP) at 10% of the Holdco pool. This plan is offered to select leaders who have been identified as key to the company’s long-term growth and success.
|
Executive Benefits:
|
You will be entitled to life insurance benefits consistent with our executive team. Plus, our long term disability gap coverage.
|
Bonus:
|
$5,000 to cover transitional employment expenses.
|
/s/ Matthew Umscheid
|
September 21, 2015
|
Employee Signature
|
Date
|
|
|
|
For the Years
|
||||||||||||||||||
|
|
|
Ended December 31,
|
||||||||||||||||||
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
|
|
|
(in thousands, except ratios)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Pre-tax income (loss) from continuing operations before adjustment for (gain) loss from equity investee
|
|
$
|
19,730
|
|
|
$
|
32,800
|
|
|
$
|
876
|
|
|
$
|
8,409
|
|
|
$
|
52,150
|
|
|
Add: Fixed charges
|
|
12,330
|
|
|
20,900
|
|
|
26,739
|
|
|
25,277
|
|
|
23,784
|
|
|||||
|
Less: Noncontrolling interest in pre-tax income (loss) of subsidiaries that have not incurred fixed charges
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(2,082
|
)
|
|
451
|
|
|||||
|
Earnings
|
|
$
|
32,060
|
|
|
$
|
53,700
|
|
|
$
|
28,117
|
|
|
$
|
35,768
|
|
|
$
|
75,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest expense
|
|
$
|
7,032
|
|
|
$
|
10,424
|
|
|
$
|
2,456
|
|
|
$
|
1,767
|
|
|
$
|
1,637
|
|
|
Interest element of rentals
|
|
5,298
|
|
|
10,476
|
|
|
20,348
|
|
|
19,091
|
|
|
17,729
|
|
|||||
|
Preferred dividend
|
|
—
|
|
|
—
|
|
|
3,935
|
|
|
4,417
|
|
|
4,418
|
|
|||||
|
Fixed charges
|
|
$
|
12,330
|
|
|
$
|
20,900
|
|
|
$
|
26,739
|
|
|
$
|
25,275
|
|
|
$
|
23,784
|
|
Ratio of earnings to fixed charges
|
|
2.60
|
|
|
2.57
|
|
|
1.05
|
|
|
1.42
|
|
|
3.17
|
|
Name of Subsidiary
|
State/Country of Incorporation
|
|
|
|
|
Social Services Providers Captive Insurance Co.
|
|
Arizona
|
|
|
|
Ingeus Australasia Pty Ltd
|
|
Australia
|
|
|
|
Ingeus Australia Pty Ltd
|
|
Australia
|
|
|
|
Ingeus Pty Limited
|
|
Australia
|
|
|
|
Ingeus Victoria Pty Ltd
|
|
Australia
|
|
|
|
Ingeus Australia Holdings Pty Ltd (Formally Pinnacle Australia Bidco Pty Ltd)
|
|
Australia
|
|
|
|
Ingeus Australia Investments Pty Ltd
(Formally Pinnacle Australia Holdco Pty Ltd)
|
|
Australia
|
|
|
|
0798576 B.C. LTD
|
|
Canada
|
|
|
|
Aboriginal Jobwave Inc.
|
|
Canada
|
|
|
|
PSC of Canada Exchange Corp.
|
|
Canada
|
|
|
|
WCG International Consultants Ltd.
|
|
Canada
|
|
|
|
Providence IT Procurement, LLC
|
|
Connecticut
|
|
|
|
Health Trans, Inc.
|
|
Delaware
|
|
|
|
Ingeus America, LLC
|
|
Delaware
|
|
|
|
LogistiCare Solutions, LLC
|
|
Delaware
|
|
|
|
Pinnacle Acquisitions LLC
|
|
Delaware
|
|
|
|
Prometheus Holdco, LLC
|
|
Delaware
|
|
|
|
Ride Plus LLC
|
|
Delaware
|
|
|
|
Ross Innovative Employment Solutions Corp.
|
|
Delaware
|
|
|
|
Provado Technologies, LLC
|
|
Florida
|
|
|
|
Red Top Transportation, Inc.
|
|
Florida
|
|
|
|
Ingeus SAS (France)
|
|
France
|
|
|
|
Ingeus GmBH (Germany)
|
|
Germany
|
|
|
|
Ingeus Co. Ltd. (Korea)
|
|
Korea
|
|
|
|
LogistiCare Solutions Independent Practice Association, LLC
|
|
New York
|
|
|
|
Ingeus LLC (Saudi Arabia)
|
|
Saudi Arabia
|
|
|
|
Ingeus Scotland Limited
|
|
Scotland
|
|
|
|
Ingeus PTE. LTD (Singapore)
|
|
Singapore
|
|
|
|
Ingeus S.L. (Spain)
|
|
Spain
|
|
|
|
Ingeus AG (Switzerland)
|
|
Switzerland
|
|
|
|
Ingeus Europe Limited
|
|
United Kingdom
|
|
|
|
Ingeus Investments Limited
|
|
United Kingdom
|
|
|
|
Ingeus UK Holdings Limited (formerly Pinnacle UK Bidco Limited)
|
|
United Kingdom
|
|
|
|
Ingeus UK Limited
|
|
United Kingdom
|
|
|
|
ITL Training Limited
|
|
United Kingdom
|
|
|
|
The Derbyshire Leicestershire Nottinghamshire & Rutland Community Rehabilitation Company Limited
|
|
United Kingdom
|
|
|
|
The Reducing Reoffending Partnership Limited
|
|
United Kingdom
|
|
|
|
The Staffordshire and West Midlands Community Rehabilitation Company Limited
|
|
United Kingdom
|
|
|
|
Zodiac Training Limited
|
|
United Kingdom
|
|
|
|
Invisage Limited
|
|
United Kingdom
|
|
By:
|
/s/ R. Carter Pate
|
|
|
R. Carter Pate
|
|
|
Interim Chief Executive Officer
|
|
|
(
Principal Executive Officer
)
|
|
By:
/s/ David C. Shackelton
David C. Shackelton
Chief Financial Officer
(
Principal Financial Officer
)
|
Date: March 9, 2018
|
|
|
|
|
/s/ R. Carter Pate
R. Carter Pate
Interim Chief Executive Officer
(
Principal Executive Officer
)
|
Date: March 9, 2018
|
|
|
|
|
/s/ David C. Shackelton
David C. Shackelton
Chief Financial Officer
(Principal Financial Officer)
|