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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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86-0845127
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, $0.001 par value per share
|
PRSC
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The NASDAQ Global Select Market
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Page
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||
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Condensed Consolidated Balance Sheets – March 31, 2019 (unaudited) and December 31, 2018
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Unaudited Condensed Consolidated Statements of Operations – Three months ended March 31, 2019 and 2018
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Unaudited Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2019 and 2018
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Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Three months ended March 31, 2019 and 2018
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Unaudited Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2019 and 2018
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Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2019
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Item 1A.
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||
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March 31, 2019
|
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,418
|
|
|
$
|
5,678
|
|
Accounts receivable, net of allowance of $1,951 in 2019 and $1,854 in 2018
|
150,353
|
|
|
147,756
|
|
||
Other receivables
|
4,751
|
|
|
4,846
|
|
||
Prepaid expenses and other
|
36,063
|
|
|
44,167
|
|
||
Restricted cash
|
1,868
|
|
|
1,482
|
|
||
Current assets of discontinued operations
|
4,561
|
|
|
7,051
|
|
||
Total current assets
|
240,014
|
|
|
210,980
|
|
||
Operating lease right-of-use assets
|
21,076
|
|
|
—
|
|
||
Property and equipment, net
|
21,809
|
|
|
22,965
|
|
||
Goodwill
|
135,216
|
|
|
135,216
|
|
||
Intangible assets, net
|
24,587
|
|
|
26,146
|
|
||
Equity investments
|
159,546
|
|
|
161,503
|
|
||
Other assets
|
9,099
|
|
|
9,949
|
|
||
Restricted cash, less current portion
|
2,041
|
|
|
2,886
|
|
||
Total assets
|
$
|
613,388
|
|
|
$
|
569,645
|
|
Liabilities, redeemable convertible preferred stock and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of operating lease liabilities
|
$
|
7,763
|
|
|
$
|
—
|
|
Current portion of long-term obligations
|
650
|
|
|
718
|
|
||
Accounts payable
|
5,307
|
|
|
8,828
|
|
||
Accrued expenses
|
38,424
|
|
|
39,191
|
|
||
Accrued transportation costs
|
111,529
|
|
|
84,889
|
|
||
Deferred revenue
|
253
|
|
|
562
|
|
||
Reinsurance and related liability reserves
|
5,922
|
|
|
5,438
|
|
||
Current liabilities of discontinued operations
|
1,621
|
|
|
3,257
|
|
||
Total current liabilities
|
171,469
|
|
|
142,883
|
|
||
Long-term debt, less current portion
|
276
|
|
|
353
|
|
||
Operating lease liabilities, less current portion
|
14,603
|
|
|
—
|
|
||
Other long-term liabilities
|
12,472
|
|
|
14,970
|
|
||
Deferred tax liabilities
|
22,240
|
|
|
23,049
|
|
||
Total liabilities
|
221,060
|
|
|
181,255
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Redeemable convertible preferred stock
|
|
|
|
||||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 801,606 issued and outstanding; 5.5%/8.5% dividend rate
|
77,392
|
|
|
77,392
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,867,747 and 17,784,769, respectively, issued and outstanding (including treasury shares)
|
18
|
|
|
18
|
|
||
Additional paid-in capital
|
339,404
|
|
|
334,744
|
|
||
Retained earnings
|
186,622
|
|
|
187,127
|
|
||
Treasury shares, at cost, 4,973,552 and 4,970,093 shares, respectively
|
(211,108
|
)
|
|
(210,891
|
)
|
||
Total stockholders’ equity
|
314,936
|
|
|
310,998
|
|
||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity
|
$
|
613,388
|
|
|
$
|
569,645
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Service revenue, net
|
$
|
367,815
|
|
|
$
|
336,696
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Service expense
|
340,498
|
|
|
303,115
|
|
||
General and administrative expense
|
19,401
|
|
|
17,898
|
|
||
Depreciation and amortization
|
4,475
|
|
|
3,580
|
|
||
Total operating expenses
|
364,374
|
|
|
324,593
|
|
||
|
|
|
|
||||
Operating income
|
3,441
|
|
|
12,103
|
|
||
|
|
|
|
||||
Other expenses (income):
|
|
|
|
||||
Interest expense, net
|
303
|
|
|
326
|
|
||
Other income
|
(66
|
)
|
|
—
|
|
||
Equity in net loss of investee
|
1,656
|
|
|
2,344
|
|
||
Income from continuing operations before income taxes
|
1,548
|
|
|
9,433
|
|
||
Provision for income taxes
|
234
|
|
|
2,010
|
|
||
Income from continuing operations, net of tax
|
1,314
|
|
|
7,423
|
|
||
Loss from discontinued operations, net of tax
|
(732
|
)
|
|
(1,697
|
)
|
||
Net income
|
582
|
|
|
5,726
|
|
||
Net income from discontinued operations attributable to non-controlling interest
|
—
|
|
|
(296
|
)
|
||
Net income attributable to Providence
|
$
|
582
|
|
|
$
|
5,430
|
|
|
|
|
|
||||
Net (loss) income available to common stockholders (Note 11)
|
$
|
(535
|
)
|
|
$
|
3,497
|
|
|
|
|
|
||||
Basic earnings (loss) per common share:
|
|
|
|
||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
0.42
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.15
|
)
|
||
Basic earnings (loss) per common share
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
|
|
|
||||
Diluted earnings (loss) per common share:
|
|
|
|
||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
0.42
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.15
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
|
|
|
||||
Weighted-average number of common shares outstanding:
|
|
|
|
||||
Basic
|
12,899,714
|
|
|
13,105,965
|
|
||
Diluted
|
12,953,328
|
|
|
13,199,440
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
582
|
|
|
$
|
5,726
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
(296
|
)
|
||
Net income attributable to Providence
|
582
|
|
|
5,430
|
|
||
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
1,926
|
|
||
Other comprehensive income
|
—
|
|
|
1,926
|
|
||
Comprehensive income
|
582
|
|
|
7,652
|
|
||
Comprehensive income attributable to non-controlling interest
|
—
|
|
|
(215
|
)
|
||
Comprehensive income attributable to Providence
|
$
|
582
|
|
|
$
|
7,437
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Comprehensive
Loss, Net of
|
|
Treasury Stock
|
|
Non-
Controlling
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Tax
|
|
Shares
|
|
Amount
|
|
Interest
|
|
Total
|
||||||||||||||||
Balance at December 31, 2018
|
17,784,769
|
|
|
$
|
18
|
|
|
$
|
334,744
|
|
|
$
|
187,127
|
|
|
$
|
—
|
|
|
4,970,093
|
|
|
$
|
(210,891
|
)
|
|
$
|
—
|
|
|
$
|
310,998
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,103
|
|
|||||||
Exercise of employee stock options
|
57,022
|
|
|
—
|
|
|
2,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,557
|
|
|||||||
Restricted stock issued
|
25,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,459
|
|
|
(217
|
)
|
|
—
|
|
|
(217
|
)
|
|||||||
Shares issued for bonus settlement and director stipends
|
599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible preferred stock dividends
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,087
|
)
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582
|
|
|||||||
Balance at March 31, 2019
|
17,867,747
|
|
|
$
|
18
|
|
|
$
|
339,404
|
|
|
$
|
186,622
|
|
|
$
|
—
|
|
|
4,973,552
|
|
|
$
|
(211,108
|
)
|
|
$
|
—
|
|
|
$
|
314,936
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Comprehensive
Loss, Net of
|
|
Treasury Stock
|
|
Non-
Controlling
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Tax
|
|
Shares
|
|
Amount
|
|
Interest
|
|
Total
|
||||||||||||||||
Balance at December 31, 2017
|
17,473,598
|
|
|
$
|
17
|
|
|
$
|
313,955
|
|
|
$
|
204,818
|
|
|
$
|
(25,805
|
)
|
|
4,126,132
|
|
|
$
|
(154,803
|
)
|
|
$
|
(2,165
|
)
|
|
$
|
336,017
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|||||||
Exercise of employee stock options
|
212,789
|
|
|
1
|
|
|
8,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,820
|
|
|||||||
Restricted stock issued
|
20,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,778
|
|
|
(237
|
)
|
|
—
|
|
|
(237
|
)
|
|||||||
Shares issued for bonus settlement and director stipends
|
2,715
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||||
Stock repurchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583,027
|
|
|
(36,930
|
)
|
|
—
|
|
|
(36,930
|
)
|
|||||||
Convertible preferred stock dividends
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,089
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,089
|
)
|
|||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,926
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
1,845
|
|
|||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
296
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
5,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,430
|
|
|||||||
Cumulative effect adjustment from change in accounting principle, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
|||||||
Balance at March 31, 2018
|
17,710,006
|
|
|
$
|
18
|
|
|
$
|
323,966
|
|
|
$
|
214,869
|
|
|
$
|
(23,879
|
)
|
|
4,712,937
|
|
|
$
|
(191,970
|
)
|
|
$
|
(1,950
|
)
|
|
$
|
321,054
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
582
|
|
|
$
|
5,726
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
2,916
|
|
|
4,728
|
|
||
Amortization
|
1,559
|
|
|
2,070
|
|
||
Provision for doubtful accounts
|
87
|
|
|
16
|
|
||
Stock-based compensation
|
2,103
|
|
|
933
|
|
||
Deferred income taxes
|
(768
|
)
|
|
(447
|
)
|
||
Amortization of deferred financing costs and debt discount
|
101
|
|
|
166
|
|
||
Equity in net loss of investee
|
1,656
|
|
|
2,321
|
|
||
Other non-cash charges (credits)
|
—
|
|
|
(611
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,631
|
|
|
(12,414
|
)
|
||
Prepaid expenses and other
|
3,526
|
|
|
(3,232
|
)
|
||
Income tax receivable on sale of business
|
5,103
|
|
|
—
|
|
||
Reinsurance and related liability reserve
|
(1,311
|
)
|
|
(820
|
)
|
||
Accounts payable and accrued expenses
|
(5,624
|
)
|
|
2,250
|
|
||
Accrued transportation costs
|
26,640
|
|
|
16,683
|
|
||
Deferred revenue
|
(361
|
)
|
|
7,660
|
|
||
Operating lease and other long-term liabilities
|
991
|
|
|
589
|
|
||
Net cash provided by operating activities
|
38,831
|
|
|
25,618
|
|
||
Investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(1,682
|
)
|
|
(4,987
|
)
|
||
Net cash used in investing activities
|
(1,682
|
)
|
|
(4,987
|
)
|
||
Financing activities
|
|
|
|
||||
Preferred stock dividends
|
(1,087
|
)
|
|
(1,089
|
)
|
||
Repurchase of common stock, for treasury
|
(217
|
)
|
|
(37,167
|
)
|
||
Proceeds from common stock issued pursuant to stock option exercise
|
2,557
|
|
|
9,301
|
|
||
Capital lease payments and other
|
(145
|
)
|
|
(1,304
|
)
|
||
Net cash provided by (used in) financing activities
|
1,108
|
|
|
(30,259
|
)
|
||
Effect of exchange rate changes on cash
|
—
|
|
|
115
|
|
||
Net change in cash, cash equivalents and restricted cash
|
38,257
|
|
|
(9,513
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
12,367
|
|
|
101,606
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
50,624
|
|
|
$
|
92,093
|
|
|
Three Months Ended
March 31, |
||||||
Supplemental cash flow information
|
2019
|
|
2018
|
||||
Cash paid for interest
|
$
|
654
|
|
|
$
|
221
|
|
Cash paid for income taxes
|
$
|
104
|
|
|
$
|
463
|
|
Purchase of equipment through capital lease obligation
|
$
|
—
|
|
|
$
|
677
|
|
|
Three months ended March 31, 2018
|
||||||||||
|
As Previously Reported
(1)
|
|
Reclassifications
|
|
As Reported
|
||||||
Service expense
|
$
|
310,701
|
|
|
$
|
(7,586
|
)
|
|
$
|
303,115
|
|
General and administrative expense
|
10,312
|
|
|
7,586
|
|
|
17,898
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||
State Medicaid agency contracts
|
$
|
176,968
|
|
|
$
|
177,289
|
|
Managed care organization contracts
|
190,847
|
|
|
159,407
|
|
||
Total Service revenue, net
|
$
|
367,815
|
|
|
$
|
336,696
|
|
|
|
|
|
||||
Capitated contracts
|
$
|
304,596
|
|
|
$
|
284,402
|
|
Non-capitated contracts
|
63,219
|
|
|
52,294
|
|
||
Total Service revenue, net
|
$
|
367,815
|
|
|
$
|
336,696
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
$
|
96,736
|
|
|
$
|
101,340
|
|
NET Services’ reconciliation contract receivable
|
55,568
|
|
|
48,270
|
|
||
Allowance for doubtful accounts
|
(1,951
|
)
|
|
(1,854
|
)
|
||
|
$
|
150,353
|
|
|
$
|
147,756
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued contract payments, included in
“
accrued expenses
”
|
$
|
10,439
|
|
|
$
|
9,756
|
|
Deferred revenue, current
|
253
|
|
|
562
|
|
||
Deferred revenue, long-term, included in
“
other long-term liabilities
”
|
912
|
|
|
963
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Cash and cash equivalents
|
$
|
42,418
|
|
|
$
|
86,229
|
|
Restricted cash, current
|
1,868
|
|
|
1,597
|
|
||
Current assets of discontinued operations
|
4,297
|
|
|
—
|
|
||
Restricted cash, less current portion
|
2,041
|
|
|
4,267
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
50,624
|
|
|
$
|
92,093
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current assets
|
$
|
61,283
|
|
|
$
|
61,565
|
|
Long-term assets
|
712,353
|
|
|
719,450
|
|
||
Current liabilities
|
25,006
|
|
|
27,619
|
|
||
Long-term liabilities
|
372,225
|
|
|
373,159
|
|
|
Three months ended
March 31, 2019 |
|
Three months ended March 31, 2018
|
||||
Revenue
|
$
|
66,983
|
|
|
$
|
67,429
|
|
Operating income (loss)
|
555
|
|
|
(789
|
)
|
||
Net loss
|
(4,486
|
)
|
|
(8,518
|
)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Prepaid income taxes
|
$
|
28,507
|
|
|
$
|
35,207
|
|
Prepaid insurance
|
627
|
|
|
1,308
|
|
||
Prepaid rent
|
—
|
|
|
828
|
|
||
Other prepaid expenses
|
6,929
|
|
|
6,824
|
|
||
Total prepaid expenses and other
|
$
|
36,063
|
|
|
$
|
44,167
|
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
Accrued compensation
|
$
|
12,034
|
|
|
$
|
11,050
|
|
NET Services accrued contract payments
|
10,439
|
|
|
9,756
|
|
||
Accrued cash settled stock-based compensation
|
4,717
|
|
|
3,719
|
|
||
Income taxes payable
|
478
|
|
|
—
|
|
||
Other accrued expenses
|
10,756
|
|
|
14,666
|
|
||
Total accrued expenses
|
$
|
38,424
|
|
|
$
|
39,191
|
|
|
January 1,
2019 |
|
Costs
Incurred
|
|
Cash Payments
|
|
March 31, 2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Retention and personnel liability
|
$
|
1,956
|
|
|
$
|
1,393
|
|
|
$
|
(689
|
)
|
|
$
|
2,660
|
|
Other liability
|
398
|
|
|
210
|
|
|
(171
|
)
|
|
437
|
|
||||
Total
|
$
|
2,354
|
|
|
$
|
1,603
|
|
|
$
|
(860
|
)
|
|
$
|
3,097
|
|
|
January 1,
2018 |
|
Costs
Incurred |
|
Cash Payments
|
|
December 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Retention and personnel liability
|
$
|
—
|
|
|
$
|
5,098
|
|
|
$
|
(3,142
|
)
|
|
$
|
1,956
|
|
Other liability
|
—
|
|
|
1,532
|
|
|
(1,134
|
)
|
|
398
|
|
||||
Total
|
$
|
—
|
|
|
$
|
6,630
|
|
|
$
|
(4,276
|
)
|
|
$
|
2,354
|
|
Leases
|
Classification
|
|
March 31, 2019
|
||||
Assets
|
|
|
|
||||
Operating lease assets
|
Operating lease ROU assets
|
|
$
|
21,076
|
|
||
Finance lease assets
|
Property and equipment, net
(1)
|
|
1,126
|
|
|||
Total leased assets
|
|
|
$
|
22,202
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current:
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
|
$
|
7,763
|
|
||
Finance
|
Current portion of long-term obligations
|
|
650
|
|
|||
Long-term:
|
|
|
|
||||
Operating
|
Operating lease liabilities, less current portion
|
|
14,603
|
|
|||
Finance
|
Long-term obligations, less current portion
|
|
276
|
|
|||
Total lease liabilities
|
|
|
$
|
23,292
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2019
|
$
|
8,092
|
|
|
$
|
632
|
|
|
$
|
8,724
|
|
2020
|
7,840
|
|
|
322
|
|
|
8,162
|
|
|||
2021
|
5,088
|
|
|
46
|
|
|
5,134
|
|
|||
2022
|
3,861
|
|
|
—
|
|
|
3,861
|
|
|||
2023
|
1,820
|
|
|
—
|
|
|
1,820
|
|
|||
Thereafter
|
1,614
|
|
|
—
|
|
|
1,614
|
|
|||
Total lease payments
|
$
|
28,315
|
|
|
$
|
1,000
|
|
|
$
|
29,315
|
|
Less: amounts representing interest
|
(5,949
|
)
|
|
(74
|
)
|
|
(6,023
|
)
|
|||
Present value of minimum lease payments
|
22,366
|
|
|
926
|
|
|
23,292
|
|
|||
Less: current portion
|
(7,763
|
)
|
|
(650
|
)
|
|
(8,413
|
)
|
|||
Long-term portion
|
$
|
14,603
|
|
|
$
|
276
|
|
|
$
|
14,879
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
$
|
8,825
|
|
|
$
|
718
|
|
|
$
|
9,543
|
|
2020
|
6,452
|
|
|
308
|
|
|
6,760
|
|
|||
2021
|
4,594
|
|
|
45
|
|
|
4,639
|
|
|||
2022
|
3,801
|
|
|
—
|
|
|
3,801
|
|
|||
2023
|
1,767
|
|
|
—
|
|
|
1,767
|
|
|||
Thereafter
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|||
Total lease payments
|
$
|
27,039
|
|
|
$
|
1,071
|
|
|
$
|
28,110
|
|
|
Three Months Ended March 31, 2019
|
||
Financing cash flow from finance leases
|
$
|
145
|
|
|
|
||
Operating cash flows from operating leases
|
2,360
|
|
|
Amortization of operating leased ROU assets to the operating lease liability
|
2,332
|
|
|
|
|
||
Leased assets obtained in exchange for new finance lease liabilities
|
—
|
|
|
Leased ROU assets obtained in exchange for new operating lease liabilities
|
243
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
General and administrative expense
|
$
|
2,103
|
|
|
$
|
927
|
|
Equity in net loss of investee
|
—
|
|
|
60
|
|
||
Total stock-based compensation
|
$
|
2,103
|
|
|
$
|
987
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Providence
|
$
|
582
|
|
|
$
|
5,430
|
|
Less dividends on convertible preferred stock
|
(1,087
|
)
|
|
(1,089
|
)
|
||
Less income allocated to participating securities
|
(30
|
)
|
|
(844
|
)
|
||
Net income (loss) available to common stockholders
|
$
|
(535
|
)
|
|
$
|
3,497
|
|
|
|
|
|
||||
Continuing operations
|
$
|
197
|
|
|
$
|
5,490
|
|
Discontinued operations
|
(732
|
)
|
|
(1,993
|
)
|
||
Net (loss) income available to common stockholders
|
$
|
(535
|
)
|
|
$
|
3,497
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Denominator for basic earnings per share -- weighted-average shares
|
12,899,714
|
|
|
13,105,965
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Common stock options
|
53,614
|
|
|
88,791
|
|
||
Performance-based restricted stock units
|
—
|
|
|
4,684
|
|
||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion
|
12,953,328
|
|
|
13,199,440
|
|
||
|
|
|
|
||||
Basic earnings (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
0.42
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.15
|
)
|
||
Basic earnings (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
Diluted earnings (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
0.42
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.15
|
)
|
||
Diluted earnings (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
Three months ended March 31,
|
||||
|
2019
|
|
2018
|
||
Stock options to purchase common stock
|
559,829
|
|
|
12,142
|
|
Convertible preferred stock
|
801,606
|
|
|
803,200
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
|
Human Services
Segment |
|
WD Services
Segment |
|
Total Discontinued
Operations |
||||||
Operating expenses:
|
|
||||||||||
General and administrative expense
|
$
|
145
|
|
|
$
|
708
|
|
|
$
|
853
|
|
Total operating expenses
|
145
|
|
|
708
|
|
|
853
|
|
|||
Operating loss
|
(145
|
)
|
|
(708
|
)
|
|
(853
|
)
|
|||
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
(145
|
)
|
|
(708
|
)
|
|
(853
|
)
|
|||
Benefit for income taxes
|
36
|
|
|
85
|
|
|
121
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(109
|
)
|
|
$
|
(623
|
)
|
|
$
|
(732
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
Human Services
Segment |
|
WD Services
Segment |
|
Total Discontinued
Operations |
||||||
Service revenue, net
|
$
|
—
|
|
|
$
|
69,350
|
|
|
$
|
69,350
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
||||||||||
Service expense
|
—
|
|
|
60,534
|
|
|
60,534
|
|
|||
General and administrative expense
|
11
|
|
|
8,101
|
|
|
8,112
|
|
|||
Depreciation and amortization
|
—
|
|
|
3,218
|
|
|
3,218
|
|
|||
Total operating expenses
|
11
|
|
|
71,853
|
|
|
71,864
|
|
|||
Operating loss
|
(11
|
)
|
|
(2,503
|
)
|
|
(2,514
|
)
|
|||
|
|
|
|
|
|
||||||
Other income:
|
|
|
|
|
|
||||||
Gain on foreign currency transactions
|
—
|
|
|
(623
|
)
|
|
(623
|
)
|
|||
Equity in net gain of investee
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|||
Loss from discontinued operations before income taxes
|
(11
|
)
|
|
(1,857
|
)
|
|
(1,868
|
)
|
|||
Benefit for income taxes
|
3
|
|
|
168
|
|
|
171
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(8
|
)
|
|
$
|
(1,689
|
)
|
|
$
|
(1,697
|
)
|
|
March 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
4,297
|
|
|
$
|
2,321
|
|
Accounts receivable, net of allowance of $3,460 in 2019 and 2018
|
—
|
|
|
4,316
|
|
||
Prepaid expenses and other
|
264
|
|
|
414
|
|
||
Current assets of discontinued operations
|
$
|
4,561
|
|
|
$
|
7,051
|
|
|
|
|
|
||||
Accounts payable
|
$
|
166
|
|
|
$
|
486
|
|
Accrued expenses
|
1,455
|
|
|
2,771
|
|
||
Current liabilities of discontinued operations
|
$
|
1,621
|
|
|
$
|
3,257
|
|
|
Three Months Ended March 31, 2019
|
||
|
WD Services Segment
|
||
|
|
||
Cash flows from discontinued operating activities:
|
|
||
Deferred income taxes
|
$
|
(68
|
)
|
|
Three Months Ended March 31, 2018
|
||
|
WD Services Segment
|
||
|
|
||
Cash flows from discontinued operating activities:
|
|
||
Depreciation
|
$
|
1,876
|
|
Amortization
|
1,340
|
|
|
Stock-based compensation
|
6
|
|
|
Deferred income taxes
|
(335
|
)
|
|
|
|
||
Cash flows from discontinued investing activities:
|
|
||
Purchase of property and equipment
|
$
|
2,361
|
|
•
|
NET Services - which operates primarily under the brands LogistiCare and Circulation, is the largest manager of NET programs for state governments and MCOs in the U.S and includes the Company’s activities for executive, accounting, finance, internal audit, tax, legal, certain strategic and development functions and the Company’s captive insurance company.
|
•
|
Matrix Investment - which consists of a minority investment in Matrix, a nationwide provider of home and mobile-based healthcare services for health plans in the U.S., including CHAs, quality gap closure visits, “level of service” needs assessments, and post-acute and chronic care management, providing such services through a network of community-based clinicians, and a fleet of mobile health clinics with advanced diagnostics capabilities.
|
|
Three months ended March 31, 2018
|
||||||||||||||
|
As Previously Reported
(1)
|
|
Segment Reclassification
|
|
Other Reclassification (Note 1)
|
|
As Reported
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|||||||
NET Services
|
$
|
2,449
|
|
|
$
|
7,863
|
|
|
$
|
7,586
|
|
|
$
|
17,898
|
|
Corporate and Other
|
7,863
|
|
|
(7,863
|
)
|
|
—
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||||||
NET Services
|
3,494
|
|
|
86
|
|
|
—
|
|
|
3,580
|
|
||||
Corporate and Other
|
86
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
NET Services
|
20,052
|
|
|
(7,949
|
)
|
|
—
|
|
|
12,103
|
|
||||
Corporate and Other
|
(7,949
|
)
|
|
7,949
|
|
|
—
|
|
|
—
|
|
|
Three months ended March 31, 2019
|
||||||||||
|
NET Services
|
|
Matrix
Investment
|
|
Total
|
||||||
Service revenue, net
|
$
|
367,815
|
|
|
$
|
—
|
|
|
$
|
367,815
|
|
Service expense
|
340,498
|
|
|
—
|
|
|
340,498
|
|
|||
General and administrative expense
|
19,401
|
|
|
—
|
|
|
19,401
|
|
|||
Depreciation and amortization
|
4,475
|
|
|
—
|
|
|
4,475
|
|
|||
Operating income
|
$
|
3,441
|
|
|
$
|
—
|
|
|
$
|
3,441
|
|
|
|
|
|
|
|
||||||
Equity in net loss of investee
|
$
|
—
|
|
|
$
|
(1,656
|
)
|
|
$
|
(1,656
|
)
|
|
|
|
|
|
|
||||||
|
March 31, 2019
|
||||||||||
Total assets (continuing operations)
|
$
|
449,281
|
|
|
$
|
159,546
|
|
|
$
|
608,827
|
|
|
Three months ended March 31, 2018
|
||||||||||
|
NET Services
|
|
Matrix
Investment
|
|
Total
|
||||||
Service revenue, net
|
$
|
336,696
|
|
|
$
|
—
|
|
|
$
|
336,696
|
|
Service expense
|
303,115
|
|
|
—
|
|
|
303,115
|
|
|||
General and administrative expense
|
17,898
|
|
|
—
|
|
|
17,898
|
|
|||
Depreciation and amortization
|
3,580
|
|
|
—
|
|
|
3,580
|
|
|||
Operating income
|
$
|
12,103
|
|
|
$
|
—
|
|
|
$
|
12,103
|
|
|
|
|
|
|
|
||||||
Equity in net loss of investee
|
$
|
—
|
|
|
$
|
(2,344
|
)
|
|
$
|
(2,344
|
)
|
•
|
an aging population, which will increase demand for healthcare services and transportation;
|
•
|
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; 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 to a fixed amount per beneficiary, and the Centers for Medicare and Medicaid Services’ grant of waivers to states relative to the parameters of their Medicaid programs. Enactment of adverse legislation, regulation or agency guidance, or litigation challenges to the Patient Protection and Affordable Care Act, state Medicaid programs, or other governmental programs may reduce the eligibility or demand for our services, our ability to conduct some or all of our business and/or reimbursement rates for services performed within our segments.
|
•
|
On December 21, 2018, the Company completed the sale of substantially all of the operating subsidiaries of its WD Services segment to Advanced Personnel Management Global Pty Ltd of Australia (“APM”) and APM UK Holdings Limited, an affiliate of APM, except for the segment’s employment services operations in Saudi Arabia. The Company’s contractual counterparties in Saudi Arabia, including an entity owned by the Saudi Arabian government, assumed these operations beginning January 1, 2019. Additionally, on June 11, 2018, the Company entered into a Share Purchase Agreement to sell Ingeus France for a de minimis amount. The sale was effective on July 17, 2018.
|
•
|
On November 1, 2015, the Company completed the sale of its Human Services segment. In addition to the results through the sale date, the Company has recorded additional expenses related to legal proceedings associated with an indemnified legal matter.
|
|
Three months ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
$
|
|
Percentage
of Revenue
|
|
$
|
|
Percentage
of Revenue
|
||||
Service revenue, net
|
367,815
|
|
|
100.0
|
%
|
|
336,696
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Service expense
|
340,498
|
|
|
92.6
|
%
|
|
303,115
|
|
|
90.0
|
%
|
General and administrative expense
|
19,401
|
|
|
5.3
|
%
|
|
17,898
|
|
|
5.3
|
%
|
Depreciation and amortization
|
4,475
|
|
|
1.2
|
%
|
|
3,580
|
|
|
1.1
|
%
|
Total operating expenses
|
364,374
|
|
|
99.1
|
%
|
|
324,593
|
|
|
96.4
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
3,441
|
|
|
0.9
|
%
|
|
12,103
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
||||
Other expenses (income):
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
303
|
|
|
0.1
|
%
|
|
326
|
|
|
0.1
|
%
|
Other income
|
(66
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Equity in net loss of investee
|
1,656
|
|
|
0.5
|
%
|
|
2,344
|
|
|
0.7
|
%
|
Income from continuing operations before income taxes
|
1,548
|
|
|
0.4
|
%
|
|
9,433
|
|
|
2.8
|
%
|
Provision for income taxes
|
234
|
|
|
0.1
|
%
|
|
2,010
|
|
|
0.6
|
%
|
Income from continuing operations, net of tax
|
1,314
|
|
|
0.4
|
%
|
|
7,423
|
|
|
2.2
|
%
|
Loss from discontinued operations, net of tax
|
(732
|
)
|
|
(0.2
|
)%
|
|
(1,697
|
)
|
|
(0.5
|
)%
|
Net income
|
582
|
|
|
0.2
|
%
|
|
5,726
|
|
|
1.7
|
%
|
Net income from discontinued operations attributable to non-controlling interest
|
—
|
|
|
—
|
%
|
|
(296
|
)
|
|
(0.1
|
)%
|
Net income attributable to Providence
|
582
|
|
|
0.2
|
%
|
|
5,430
|
|
|
1.6
|
%
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Purchased services
|
288,689
|
|
|
78.5
|
%
|
|
253,063
|
|
|
75.2
|
%
|
Payroll and related costs
|
41,132
|
|
|
11.2
|
%
|
|
38,511
|
|
|
11.4
|
%
|
Other operating expenses
|
10,677
|
|
|
2.9
|
%
|
|
11,541
|
|
|
3.4
|
%
|
Total service expense
|
340,498
|
|
|
92.6
|
%
|
|
303,115
|
|
|
90.0
|
%
|
•
|
Accounts receivable generated a cash inflow for
Q1 2019
of
$1.6 million
as compared to an outflow of
$12.4 million
for
Q1 2018
. The increase in cash inflow of
$14.0 million
was primarily attributable to the timing of collections from a limited number of payers.
|
•
|
Prepaid expense and other generated a cash inflow for
Q1 2019
of
$3.5 million
as compared to an outflow of
$3.2 million
for
Q1 2018
. The increase in cash inflow of
$6.8 million
is due primarily to our discontinued WD Services segment whereby our
Q1 2019
cash flows do not include cash outflows for WD Services' contract assets and costs to fulfill contracts.
|
•
|
Income tax receivable on sale of business generated a cash inflow of $5.1 million related to U.S. tax payments made previously in 2018 which were refunded in
Q1 2019
as a result of the loss from sale of our WD Services segment.
|
•
|
Accounts payable and accrued expenses generated a cash outflow for
Q1 2019
of
$5.6 million
as compared to an inflow of
$2.3 million
for
Q1 2018
. The increase in cash outflow of
$7.9 million
is due primarily to the timing of vendor payments.
|
•
|
Accrued transportation costs of NET Services generated a cash inflow of
$26.6 million
in
Q1 2019
, as compared to a cash inflow of
$16.7 million
in
Q1 2018
. The increase in cash inflow of
$10.0 million
is due primarily to the timing of payments.
|
•
|
Deferred revenue generated a cash outflow of
$0.4 million
in
Q1 2019
, as compared to a cash inflow of
$7.7 million
in
Q1 2018
. The increase in cash outflow of
$8.0 million
is due primarily to our discontinued WD Services segment whereby our
Q1 2019
cash flows do not include cash inflows for WD Services' cash payments received on contracts in advance of services being performed.
|
Period
|
|
Total Number
of Shares of
Common Stock
Purchased (1)
|
|
Average Price
Paid per
Share
|
|
Total Number of
Shares (or Units) of Common Stock
Purchased as Part of
Publicly Announced
Plans or Program
|
|
Maximum Dollar Value of
Shares (or Units) that May Yet Be Purchased Under the Plans or Program (000’s) (2) |
||||||
Month 1:
|
|
|
|
|
|
|
|
|
||||||
January 1, 2019
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
January 31, 2019
|
|
2,861
|
|
|
$
|
60.02
|
|
|
—
|
|
|
$
|
81,177
|
|
|
|
|
|
|
|
|
|
|
||||||
Month 2:
|
|
|
|
|
|
|
|
|
||||||
February 1, 2019
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
February 28, 2019
|
|
598
|
|
|
$
|
64.08
|
|
|
—
|
|
|
$
|
81,177
|
|
|
|
|
|
|
|
|
|
|
||||||
Month 3:
|
|
|
|
|
|
|
|
|
||||||
March 1, 2019
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
March 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
81,177
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
3,459
|
|
|
|
|
—
|
|
|
|
|
(1)
|
Includes shares repurchased from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock grants.
|
(2)
|
On October 26, 2016, our Board authorized a 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. On November 2, 2017, our Board approved the extension of the Company’s prior stock repurchase program, authorizing the Company to engage in a repurchase program to repurchase up to $69.6 million (the amount remaining from the $100.0 million repurchase amount authorized in 2016) in aggregate value of our Common Stock through December 31, 2018. Subsequently, on March 29, 2018, our Board authorized an increase in the amount available for stock repurchases under the Company’s existing stock repurchase program by $77.8 million, and extended the existing stock repurchase program through June 30, 2019.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1+*
|
|
|
|
|
|
10.2+*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
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 of compensatory plan or arrangement.
|
*
|
Filed herewith.
|
|
THE PROVIDENCE SERVICE CORPORATION
|
|
|
|
|
Date: May 9, 2019
|
By:
|
/s/ R. Carter Pate
|
|
|
R. Carter Pate
Interim Chief Executive
Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 9, 2019
|
By:
|
/s/ Kevin Dotts
|
|
|
Kevin Dotts
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
You commit fraud or theft against the Company or any of its subsidiaries, affiliates, joint ventures and related organizations, including any entity managed by the Company (collectively referred to as "Affiliates"), or you are convicted of, or plead guilty or
nolo contendere
to, either a felony or any crime involving fraud or moral turpitude;
|
2.
|
In carrying out your duties hereunder, you engage in conduct that constitutes gross neglect or willful misconduct and that results, in either case, in material financial or reputational harm to the Company or its Affiliates;
|
3.
|
You either materially breach any provision of this agreement or breach any fiduciary duty or duty of loyalty owed to the Company or its Affiliates or shareholders;
|
4.
|
You engage in any wrongful or questionable conduct which does or which is reasonably likely to bring the Company or its Affiliates into public disgrace or embarrassment, or which is reasonably likely to cause one or more of its customers or clients to cease doing business with, or reduce the amount of business with, the Company or its Affiliates;
|
5.
|
You repeatedly neglect or refuse to perform your duties or responsibilities as directed by the CFO, the Company' s Chief Executive Officer (the "CEO"), or the Board or any committee established by the Board, or violate any express direction of any lawful rule, regulation or policy established by the Company, the CFO, the CEO, the Board or any committee established by the Board which is consistent with the scope of your duties, and such failure, refusal or violation continues uncured for a period ten (10) days after written notice from the Company to Employee specifying the failure, refusal or violation and the Company' s intention to terminate this Agreement for Cause;
|
6.
|
You commit any act or omission resulting in or intended to result in direct material personal gain to you at the expense of the Company or its Affiliates; or
|
7.
|
You materially compromise trade secrets or other confidential and proprietary information of the Company or its Affiliates.
|
1.
|
A material reduction of your position, duties, or responsibilities with the Company;
|
2.
|
A reduction of your Base Salary, other than a reduction which is generally applicable to all executives of the Company,
|
3.
|
A material breach by Company of this agreement; or
|
4.
|
The Company's requiring you to move or relocate your primary place of employment or relocation of the Company' s headquarters more than seventy five (75) miles from the then current place of employment,
|
/s/ R. Carter Pate
|
|
R. Carter Pate
Interim Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Kevin Dotts
|
Kevin Dotts
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 9, 2019
|
/s/ R. Carter Pate
|
|
|
R. Carter Pate
Interim Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 9, 2019
|
/s/ Kevin Dotts
|
|
|
Kevin Dotts
Chief Financial Officer
(Principal Financial Officer)
|