1 .      Organization and Basis of Presentation

 

Description of Business

 

The Providence Service Corporation (“we”, the “Company” or “Providence”) is a holding company, whose subsidiaries provide critical healthcare and workforce development services. We operate in three segments: Non-Emergency Transportation Services (“NET Services”), Workforce Development Services (“WD Services”) and Health Assessment Services (“HA Services”). NET Services coordinates non-emergency transportation for individuals whose limited mobility and/or financial resources would otherwise hinder them from accessing necessary healthcare and social services. WD Services primarily provides employability and offender rehabilitation services to eligible participants of government sponsored programs. HA Services provides care optimization and delivery solutions, including comprehensive health assessments (“CHAs”) for health plans as well as in-home care management offerings.

 

Basis of Presentation

 

The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in US dollars in thousands, unless the context otherwise requires or otherwise noted.

 

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included.

 

The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses and certain disclosures to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed, and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements.

 

The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

Reclassifications  

 

We have reclassified certain amounts relating to our prior period results to conform to our current period presentation. On November 1, 2015, the Company completed the sale of the Human Services segment and, as such, operating results for this segment are reported as discontinued operations, net of tax in the condensed consolidated statements of income for the three months ended March 31, 2015. See Note 15, Discontinued Operations for further information . Effective January 1, 2016, the Company adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) and reclassified debt issuance costs to a contra-liability account in the condensed consolidated balance sheet as of December 31, 2015. Additionally, the Company recast its condensed consolidated statement of other comprehensive income for the three months ended March 31, 2015 to conform with the presentation of other comprehensive income included in the Company’s Form 10-K for the year ended December 31, 2015.

 

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2 .      Significant Accounting Policies and Recent Accounting Pronouncements

 

The Company adopted the following accounting pronouncements during the three months ended March 31, 2016:

   

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company capitalizes debt issuance costs incurred in connection with its credit facilities, line-of-credit, and other borrowings (“deferred financing costs”), and amortizes such costs over the life of the respective debt liability.

 

Upon adoption of ASU 2015-03 on January 1, 2016, the Company elected to present deferred financing costs for both its credit facilities and line-of credit arrangement as a direct deduction from the carrying amount of the respective debt liability. Accordingly, deferred financing costs, net of amortization, totaling $3,774 at December 31, 2015 have been reclassified from “Other assets” to “Long-term obligations, less current portion” in the condensed consolidated balance sheets. Deferred financing costs, net of accumulated amortization, totaling approximately $4,347 and $4,879 at March 31, 2016 and December 31, 2015, respectively, are included in “Long-term obligations, less current portion” in the condensed consolidated balance sheets.

 

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”) , which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (“VIE”), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The new consolidation guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. The adoption of ASU 2015-02 on January 1, 2016 had no impact on the consolidation of the Company’s existing VIEs.  

 

Updates to the recent accounting pronouncements as disclosed in the Company’s Form 10-K for the year ended December 31, 2015 are as follows:

 

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”). This ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The ASU requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 and should be applied prospectively upon their effective date. The adoption of ASU 2016-07 will impact the Company’s accounting and disclosures related to future equity method investments.

 

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). This ASU is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis. Additionally, in April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). This clarifies two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. ASU 2016-08 and ASU 2016-10 will have the same effective dates and transition requirements as the new revenue standard issued in ASU 2014-09. The Company currently is evaluating the impact of the adoption of these ASUs on the Company's consolidated financial statements.

 

   

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This ASU is intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company currently is evaluating the impact of the adoption of ASU 2016-09 on the Company's consolidated financial statements and whether it will early adopt ASU 2016-09.

 

There were no other significant updates to the new accounting guidance not yet adopted by the Company as disclosed in its Form 10-K for the year ended December 31, 2015.

 

  3 .     Equity Investment

 

The Company entered into a joint venture agreement in November 2014 to form Mission Providence Pty Ltd (“Mission Providence”). Mission Providence delivers employment services in Australia. The Company has a 60% ownership in Mission Providence, and has rights to 75% of Mission Providence’s distributions of cash or profit surplus twice per calendar year. The Company provided to Mission Providence $3,229 in capital contributions during the three months ended March 31, 2016, and may continue to provide further contributions in exchange for its equity interests.

 

The Company determined it has a variable interest in Mission Providence. However, it does not have unilateral power to direct the activities that most significantly impact Mission Providence’s economic performance, which include budget approval, business planning, the appointment of key officers and liquidation and distribution of share capital. As a result, the Company is not the primary beneficiary of Mission Providence. The Company accounts for this investment under the equity method of accounting and the Company’s share of Mission Providence’s losses are recorded as “Equity in net loss of investee” in the accompanying condensed consolidated statements of income. Cash contributions made to Mission Providence in exchange for its equity interests are included in the condensed consolidated statements of cash flows as “Equity investments”. The investment is accounted for as part of the WD Services segment.

 

The following table summarizes the carrying amounts of the assets and liabilities included in the Company’s condensed consolidated balance sheet and the maximum loss exposure related to the Company’s interest in Mission Providence as of March 31, 2016 and December 31, 2015:  

 

			Other Assets				Accrued Expenses				Maximum Exposure to Loss
March 31, 2016			$	6,960			$	1,531			$	6,960
December 31, 2015			$	9,324			$	4,654			$	9,324

 

Accrued Expenses relate to future funding commitments required under the joint venture agreement pursuant to the Company’s 60% equity interest that have been approved by the Mission Providence joint venture Board. An additional AUD $4,286 (approximately $3,287 as of March 31, 2016) in future funding commitments required by the joint venture agreement have not been recognized as of March 31, 2016 because such commitments have not been approved for funding by the Mission Providence joint venture Board.

 

 

Summary financial information for Mission Providence on a standalone basis is as follows:  

 

		March 31, 2016				December 31, 2015
Current assets		$	7,004			$	7,789
Long-term assets			9,561				8,869
Current liabilities			13,240				10,488
Long-term liabilities			-				-

 

		Three months ended March 31, 2016				Three months ended March 31, 2015
Revenue		$	7,399			$	-
Operating loss			(4,428	)			(4,800	)
Net loss			(2,974	)			(3,358	)

 

  4 .    Prepaid Expenses and Other

 

Prepaid expenses and other were comprised of the following:  

 

		March 31, 2016				December 31, 2015
Prepaid income taxes		$	722			$	1,607
Prepaid insurance			1,752				3,714
Prepaid taxes and licenses			4,422				4,895
Prepaid rent			2,180				2,246
Deposits held for leased premises and bonds			3,848				3,622
Other			18,187				14,634
Total prepaid expenses and other		$	31,111			$	30,718

 

5 .     Accrued Expenses

 

Accrued expenses consisted of the following:

 

		March 31, 2016				December 31, 2015
Accrued compensation		$	28,402			$	27,546
NET Services accrued contract payments			22,627				26,669
Taxes payable			3,769				24,302
Other			45,529				52,035
Total accrued expenses		$	100,327			$	130,552

 

6.     Restructuring and Related Reorganization Costs

 

In the fourth quarter of 2015, WD Services approved two redundancy plans.  The first plan relates to the termination of employees currently delivering services under a new offender rehabilitation program.  The second plan primarily relates to the termination of employees delivering services under the Company’s employability and skills training programs and certain other employees in the United Kingdom (the “UK”).   The Company recorded severance and related charges of approximately $1,171 during the three months ended March 31, 2016 relating to revisions of estimated termination benefits as well as an increase in the number of individuals impacted by these plans. The severance charges incurred are recorded as “Service expense” in the accompanying condensed consolidated statements of income. The cost is estimated based upon the employee groups impacted, average salary and benefits, and redundancy benefits pursuant to the existing policies. The final identification of the employees is subject to customary consultation procedures.

 

 

Summary of Severance and Related Charges

 

		December 31, 2015				Costs Incurred				Cash Payments				Foreign Exchange Rate Adjustments				March 31, 2016
Charges related to new offender rehabilitation program		$	6,538			$	1,065			$	(583	)		$	(190	)		$	6,830
Charges related to UK restructuring			2,059				106				(693	)			(62	)			1,410
Total		$	8,597			$	1,171			$	(1,276	)		$	(252	)		$	8,240

 

The total of accrued severance and related costs of $8,240 and $8,597 are reflected in “Accrued expenses” in the condensed consolidated balance sheets at March 31, 2016 and December 31, 2015, respectively. The amount accrued as of March 31, 2016 is expected to be settled primarily in 2016.

 

7.     Long-Term Obligations

 

The Company’s long-term obligations were as follows:

 

		March 31, 2016				December 31, 2015
$240,000 revolving loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.18% at March 31, 2016) with interest payable at least once every three months through August 2018		$	34,700			$	19,700
$250,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.36% at March 31, 2016), with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, through August 2018			225,000				231,250
$60,000 term loan, LIBOR plus 2.25% - 3.25% (effective rate of 3.36% at March 31, 2016), with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, through August 2018			52,500				54,000
			312,200				304,950
Unamortized discount on debt			(4,347	)			(4,879	)
			307,853				300,071
Less current portion			33,313				31,375
Total long-term obligations, less current portion		$	274,540			$	268,696

 

The fair value of the long-term obligations approximated $315,845 and $308,892 at March 31, 2016 and December 31, 2015, respectively. The fair value of the Company’s long-term obligations has been determined based on an income approach to discount the future debt payments using current market yields and is categorized within Level 3 of the fair value hierarchy.

 

8 .     Convertible Preferred Stock, Net

 

The Company completed a rights offering on February 5, 2015 (the “Rights Offering”) providing all of the Company’s existing common stock holders the non-transferrable right to purchase their pro rata share of $65,500 of convertible preferred stock at a price equal to $100.00 per share. The convertible preferred stock is convertible into shares of Providence’s common stock at a conversion price equal to $39.88 per share, which was the closing price of the Company’s common stock on the NASDAQ Global Select Market on October 22, 2014.

 

   

Stockholders exercised subscription rights to purchase 130,884 shares of the Company's convertible preferred stock. Pursuant to the terms and conditions of the Standby Purchase Agreement (the “Standby Purchase Agreement”) between Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Coliseum Capital Co-Invest, L.P. and Blackwell Partners, LLC (collectively, the "Standby Purchasers") and the Company, the remaining 524,116 shares of the Company's preferred stock were purchased by the Standby Purchasers at the $100 per share subscription price. The Company received $65,500 in aggregate gross proceeds from the consummation of the Rights Offering and Standby Purchase Agreement. Additionally, on March 12, 2015, the Standby Purchasers exercised their right to purchase an additional 150,000 shares of the Company’s convertible preferred stock, at a purchase price of $105.00 per share or a total purchase price of $15,750, of the same series and having the same conversion price as the convertible preferred stock sold in the Rights Offering.

 

The Company may pay a noncumulative cash dividend on each share of convertible preferred stock, if and when declared by its Board of Directors, at the rate of five and one-half percent (5.5%) per annum on the liquidation preference then in effect. On or before the third business day immediately preceding each fiscal quarter, the Company must determine its intention whether or not to pay a cash dividend with respect to that ensuing quarter and will give notice of its intention to each holder of convertible preferred stock as soon as practicable thereafter.

 

In the event the Company does not declare and pay a cash dividend, the Company will declare a paid in kind (“PIK”) dividend by increasing the liquidation preference of the convertible preferred stock to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to the liquidation preference then in effect multiplied by eight and one-half percent (8.5%) per annum, computed on the basis of a 365-day year and the actual number of days elapsed from the start of the applicable dividend period to the applicable date of determination. All holders of the Company’s convertible preferred stock are able to convert their convertible preferred stock into shares of common stock at a rate of approximately 2.51 shares of common stock for each share of convertible preferred stock. As of March 31, 2016, 1,482 shares of convertible preferred stock were converted to 3,715 shares of common stock.

 

Cash dividends are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, which commenced on April 1, 2015, and, if declared, will begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, will accrue cumulatively on the same schedule as set forth above for cash dividends and will also be compounded at the applicable annual rate on each applicable subsequent dividend date. Cash dividends totaling $1,099 and $594 were distributed to convertible preferred stockholders on April 1, 2016 and April 1, 2015, respectively.

 

The convertible preferred stock is accounted for outside of stockholders’ equity as it may be redeemed upon certain change in control events that are not solely in the control of the Company. Dividends are recorded in stockholders’ equity and consist of the 5.5%/8.5% dividend. At the time of issuance of the convertible preferred stock, the Company recorded a discount on convertible preferred stock related to beneficial conversion features that arose due to the closing price of the Company’s common stock being higher than the conversion price of the convertible preferred stock on the commitment date. The amortization of this discount was recorded in stockholders’ equity. The discount was fully amortized as of June 30, 2015.

 

As of March 31, 2016, the 803,518 outstanding shares of convertible preferred stock are convertible into 2,014,840 shares of common stock.

 

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9 .     Stockholders’ Equity

 

The following table reflects changes in common stock, additional paid-in capital, retained earnings, accumulated other comprehensive loss, treasury stock and noncontrolling interest for the three months ended March 31, 2016:

 

																		Accumulated
										Additional								Other												Non-
		Common Stock								Paid-In				Retained				Comprehensive				Treasury Stock								controlling
		Shares				Amount				Capital				Earnings				Loss				Shares				Amount				Interest				Total
Balance at December 31, 2015			17,186,780			$	17			$	293,012			$	69,209			$	(16,831	)			1,895,998			$	(54,823	)		$	(452	)		$	290,132
Stock-based compensation			-				-				612				-				-				-				-				-				612
Exercise of employee stock options, including net tax windfall of $41			11,513				-				217				-				-				-				-				-				217
Restricted stock issued			11,738				-				-				-				-				2,051				(100	)			-				(100	)
Stock repurchase plan			-				-				-				-				-				435,735				(19,479	)							(19,479	)
Foreign currency translation adjustments, net of tax			-				-				-				-				(1,492	)			-				-				13				(1,479	)
Convertible preferred stock dividends			-				-				-				(1,099	)			-				-				-				-				(1,099	)
Noncontrolling interests			-				-				-				-				-				-				-				(106	)			(106	)
Net income attributable to Providence			-				-				-				2,235				-				-				-				-				2,235
Balance at March 31, 2016			17,210,031			$	17			$	293,841			$	70,345			$	(18,323	)			2,333,784			$	(74,402	)		$	(545	)		$	270,933

 

10 .   Stock-Based Compensation and Similar Arrangements

 

The Company provides stock-based compensation to employees and non-employee directors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). Typical awards issued under this plan include stock option awards, restricted stock awards (“RSAs”) and performance based restricted stock units (“PRSUs”). In addition, the Company has a long-term incentive plan designed to provide long-term performance based awards to certain executive officers of the Company which also falls under the 2006 Plan.

 

The following table reflects the amount of stock-based compensation, for share settled awards, recorded in each financial statement line item for the three months ended March 31, 2016 and 2015:  

 

		Three months ended March 31,
		2016				2015
Service expense		$	135			$	1,912
General and administrative expense			477				919
Discontinued operations, net of tax			-				33
Total stock-based compensation		$	612			$	2,864

 

Stock-based compensation, for share settled awards, includes benefits from forfeitures of stock-based compensation awards. At March 31, 2016, the Company had 474,773 stock options outstanding with a weighted-average exercise price of $35.15. The Company also had 50,632 shares of unvested RSAs outstanding at March 31, 2016 with a weighted-average grant date fair value of $43.63 and 49,760 unvested PRSUs outstanding.

 

The Company also awards stock equivalent unit awards (“SEUs”) and stock option equivalent units that are cash settled awards and are not included as part of the 2006 Plan. During the three months ended March 31, 2016 and 2015, respectively, the Company recorded $730 and $2,032 of stock-based compensation expense for cash settled awards which is included as “General and administrative expense” in the accompanying condensed consolidated statements of income. At March 31, 2016 the Company had 12,259 SEUs and 200,000 stock option equivalent units outstanding.

 

The Company also provides cash settled long-term incentive plans for executive management and key employees of its three operating segments which were put into place in the fourth quarter of 2015. For the three months ended March 31, 2016, approximately $1,548 of expense is included as “Service expense” in the condensed consolidated statements of income related to these plans.     

 

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1 1 .   Earnings Per Share

 

The following table details the computation of basic and diluted earnings per share:  

 

		Three months ended March 31,
		2016				2015
Numerator:
Net income attributable to Providence		$	2,235			$	6,237
Less dividends on convertible preferred stock			(1,099	)			(594	)
Less accretion of convertible preferred stock discount			-				(246	)
Less income allocated to participating securities			(134	)			(305	)
Net income available to common stockholders		$	1,002			$	5,092
Continuing operations		$	1,002			$	4,720
Discontinued operations			-				372
		$	1,002			$	5,092
Denominator:
Denominator for basic earnings per share -- weighted-average shares			15,057,598				15,976,050
Effect of dilutive securities:
Common stock options			121,009				169,126
Performance-based restricted stock units			6,941				-
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion			15,185,548				16,145,176
Basic earnings per share:
Continuing operations		$	0.07			$	0.30
Discontinued operations			-				0.02
		$	0.07			$	0.32
Diluted earnings per share:
Continuing operations		$	0.07			$	0.30
Discontinued operations			-				0.02
		$	0.07			$	0.32

 

The accretion of convertible preferred stock discount in the table above is related to a beneficial conversion feature of the Company’s convertible preferred stock that was fully amortized as of June 30, 2015. Income allocated to participating securities is calculated by allocating a portion of net income attributable to Providence less dividends on convertible stock and accretion of convertible preferred stock discount to the convertible preferred stock holders on a pro-rata as converted basis; however, the convertible preferred stockholders are not required to absorb losses.

 

For the three months ended March 31, 2016 and 2015, employee stock options to purchase 33,957 and 463,000 shares of common stock, respectively, were not included in the computation of diluted earnings per share as the effect of these options would have been antidilutive. For the three months ended March 31, 2016 and 2015, 803,518 and 381,000 shares of convertible preferred stock, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

 

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1 2 .   Income Taxes  

 

The Company’s effective tax rate from continuing operations for the three months ended March 31, 2016 and 2015 was 66.6% and 54.2%, respectively. The effective tax rates for these periods exceeded the United States (the “US”) federal statutory rate of 35% primarily due to foreign net operating losses (including equity investment losses) for which the future income tax benefit currently cannot be recognized, significant losses in foreign jurisdictions with tax rates lower than the US rate of 35%, state income taxes and certain non-deductible expenses such as amortization of deferred consideration related to acquisitions.

 

1 3 .   Commitments and Contingencies

 

Legal proceedings

 

On June 15, 2015, a putative stockholder class action derivative complaint was filed in the Court of Chancery of the State of Delaware (the “Court”), captioned Haverhill Retirement System v. Kerley et al., C.A. No. 11149-VCL.  The complaint names Richard A. Kerley, Kristi L. Meints, Warren S. Rustand, Christopher Shackelton (the “Individual Defendants”) and Coliseum Capital Management, LLC (“Coliseum Capital Management”) as defendants, and the Company as a nominal defendant.  The complaint purported to allege that the dividend rate increase term originally in the Company’s outstanding convertible preferred stock was an impermissibly coercive measure that impaired the voting rights of the Company’s stockholders in connection with the vote on the removal of certain voting and conversion caps previously applicable to the preferred stock (the “Caps”), that the Individual Defendants breached their fiduciary duties by approving the dividend rate increase term and attempting to coerce the stockholder vote relating to the Company’s preferred stock, and that the Company failed to disclose all material information necessary to allow the Company’s stockholders to cast an informed vote on the Caps. The complaint also purported to assert derivative claims alleging that the Individual Defendants breached their fiduciary duties to the Company by entering into the subordinated note and Standby Purchase Agreement with Coliseum Capital Management, and granting Coliseum Capital Management certain stock options.  The complaint further alleged that Coliseum Capital Management aided and abetted the Individual Defendants in breaching their fiduciary duties.  The complaint sought, among other things, an injunction prohibiting the stockholder vote relating to the dividend rate increase, corporate governance reforms, unspecified damages and other relief.

 

On August 31, 2015, after arm’s length negotiations, the parties reached an agreement in principle and executed a memorandum of understanding (“MOU”) providing for the settlement of claims concerning the dividend rate increase term and stockholder vote and related disclosure. The MOU stated that the defendants had entered into the partial settlement of the litigation solely to eliminate the distraction, burden, expense, and potential delay of further litigation involving claims that have been settled. Pursuant to the partial settlement, the Company agreed to supplement the disclosures in its definitive proxy statement on Schedule 14A (“Definitive Proxy Statement”), Coliseum Capital Management and certain of its affiliates and the Company entered into an amendment to that certain Series A Preferred Stock Exchange Agreement, by and among Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Coliseum Capital Co-Invest, L.P., Blackwell Partners, LLC, and The Providence Service Corporation dated as of February 11, 2015 described in the Definitive Proxy Statement, and the Board of Directors of the Company agreed to adopt a policy related to the Board’s determination each quarter as to whether the Company should pay cash dividends or allow dividends to be paid in the form of PIK dividends on the preferred stock, as further described in the supplemental proxy disclosures. On September 2, 2015, Providence issued supplemental disclosures through a supplement to the proxy statement on Schedule 14A. On September 16, 2015, Providence stockholders approved the removal of the Caps. At a hearing on February 9, 2016, the Court denied approval of the settlement.

 

On January 12, 2016, the plaintiff filed a verified amended class action and derivative complaint. In addition to the defendants named in the earlier complaint, the amended complaint names David Shackelton, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC, Coliseum Capital Co-Invest, L.P. (collectively, and together with Coliseum Capital Management, LLC, “Coliseum”) and RBC Capital Markets, LLC, (“RBC Capital Markets”) as additional defendants. The amended complaint purports to assert direct and derivative claims for breach of fiduciary duty against some or all of the Individual Defendants and David Shackelton (collectively, the “Amended Individual Defendants”) regarding the approval of the subordinated note, the rights offering, the Standby Purchase Agreement with Coliseum Capital Management, and grant to Coliseum Capital Management of certain stock options. The amended complaint also purports to assert a derivative claim for unjust enrichment against Coliseum and further alleges that Coliseum and RBC Capital Markets aided and abetted the Amended Individual Defendants in breaching their fiduciary duties. The amended complaint seeks, among other things, revision or rescission of the terms of the subordinated note and preferred stock, corporate governance reforms, unspecified damages and other relief.

 

   

By stipulated orders dated March 24, 2016, the Court allowed the plaintiff to file a second amended complaint on or before May 7, 2016 and provided that the defendants need not respond to the amended complaint.

 

For further information regarding this legal proceeding, please see Note 19, Commitments and Contingencies , in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

The Company has indemnified the Standby Purchasers from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of (i) any breach of any representation, warranty, covenant or undertaking made by or on behalf of the Company in the Standby Purchase Agreement and (ii) the transactions contemplated by the Standby Purchase Agreement and the 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500, except to the extent that any such losses, claims, damages, expenses and liabilities are attributable to the gross negligence, willful misconduct or fraud of such Standby Purchaser. The Company recorded approximately $106 of indemnified legal expenses of the Standby Purchasers as required by the Standby Purchase Agreement related to this case during the three months ended March 31, 2016, which is included in “General and administrative expenses” in the condensed consolidated statement of income.

 

The Company recorded approximately $557 in fully insured legal expenses related to this case during the three months ended March 31, 2016, which is included in “General and administrative expenses” in the condensed consolidated statement of income and has been fully reduced by an insurance receivable. The Company has recognized an insurance receivable of approximately $1,819 and $2,210 in “Other receivables” in the condensed consolidated balance sheets at March 31, 2016 and December 31, 2015, respectively, which is related to reimbursement of legal costs through insurance proceeds related to this legal proceeding.

 

In addition to the matter described above, in the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Providence. We also evaluate other potential contingent matters, including ongoing matters of our acquired companies that arose prior to our date of purchase. Our indemnification agreements or other agreements may not protect us from liability, even where the relevant matter existed prior to our ownership of the acquired companies. As of March 31, 2016, HA Services has certain malpractice claims that arose prior to our date of purchase. We believe it is reasonably possible that a loss has occurred; however, we are not able to reliably estimate the amount of such loss. Although, we do not believe that the aggregate amount of liability reasonably possible with respect to these matters would have a material adverse effect on our financial results, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.

 

Other Indemnifications

 

           The Company has provided certain standard indemnifications in connection with the sale of the Human Services segment. All representation and warranties made by the Company in the Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell the Human Services segment survive through the 15 ^th month following the closing date. However, certain representations, including tax representations, survive until the expiration of applicable statutes of limitation, and healthcare representations survive until the third anniversary of the closing date. As of March 31, 2016, no claims have been filed against the representations and warranties contained in the Purchase Agreement.

 

   

Deferred Compensation Plan

 

The Company has one deferred compensation plan for management and highly compensated employees of NET Services as of March 31, 2016. The deferred compensation plan is unfunded, and benefits are paid from the general assets of the Company. The total of participant deferrals, which is reflected in “Other long-term liabilities” in the consolidated condensed balance sheets, was approximately $1,341 and $1,600 at March 31, 2016 and December 31, 2015, respectively.

 

14 .   Transactions with Related Parties

 

The Company incurred legal expenses under an indemnification agreement with the Standby Purchasers as further discussed in Note 13, Commitments and Contingencies . Convertible preferred stock dividends earned by the Standby Purchasers during the three months ended March 31, 2016 and 2015 totaled $1,047 and $566, respectively.

 

15 .     Discontinued Operations

 

On November 1, 2015, the Company completed the sale of the Human Services segment. The operating results of this segment are reported as discontinued operations, net of tax, in the condensed consolidated statements of income for the three months ended March 31, 2015.

 

Results of Operations

 

The following table summarizes the results of operations classified as discontinued operations, net of tax, for the three months ended March 31, 2015 :  

 

		Three months ended March 31, 2015
Service revenue, net		$	85,966
Operating expenses:
Service expense			77,319
General and administrative expense			5,218
Depreciation and amortization			1,847
Total operating expenses			84,384
Operating income			1,582
Other expenses:
Interest expense, net			812
Income from discontinued operations			770
Provision for income taxes			376
Discontinued operations, net of tax		$	394

 

Interest expense, net

 

The Company allocated interest expense to discontinued operations based on the portion of the revolving line of credit that was required to be paid with the proceeds from the sale of the Human Services segment. The total allocated interest expense was $839 for the three months ended March 31, 2015 and is included in “Interest expense, net” in the table above.

 

   

Cash Flow Information

 

The following table presents depreciation, amortization and capital expenditures of the discontinued operations for the three months ended March 31, 2015:  

 

		Three months ended March 31, 2015
Cash flows from discontinued operating activities:
Depreciation		$	879
Amortization			968
Cash flows from discontinued investing activities:
Purchase of property and equipment		$	86

   

16 .   Segments

 

The Company has three reportable and operating segments: NET Services, WD Services and HA Services. Segment results are based on how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. The operating results of the segments include revenue and expenses incurred by the segment, as well as an allocation of direct expenses incurred by Corporate on behalf of the segment. Indirect expenses, including unallocated corporate functions and expenses, such as executive, finance, human resources, information technology and legal, as well as the results of our captive insurance company (the “Captive”) and elimination entries recorded in consolidation are reflected in Corporate and Other.

 

The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the three months ended March 31, 2016 and 2015.

 

		Three months ended March 31, 2016
		NET Services				WD Services				HA Services				Corporate and Other				Total
Service revenue, net		$	290,984			$	91,043			$	50,592			$	31			$	432,650
Service expense			266,969				81,672				37,790				57				386,488
General and administrative expense			2,837				7,871				656				7,808				19,172
Depreciation and amortization			2,877				3,579				7,796				84				14,336
Operating income (loss)		$	18,301			$	(2,079	)		$	4,350			$	(7,918	)		$	12,654
Equity in net loss of investee		$	-			$	2,717			$	-			$	-			$	2,717

 

		Three months ended March 31, 2015
		NET Services				WD Services				HA Services				Corporate and Other				Total
Service revenue, net		$	254,760			$	107,618			$	57,432			$	19			$	419,829
Service expense			229,247				94,232				43,213				(155	)			366,537
General and administrative expense			2,497				7,225				523				9,221				19,466
Depreciation and amortization			2,277				3,316				7,182				278				13,053
Operating income (loss)		$	20,739			$	2,845			$	6,514			$	(9,325	)		$	20,773
Equity in net loss of investee		$	-			$	2,483			$	-			$	-			$	2,483

   

Geographic Information

 

Domestic service revenue, net, totaled 79.9% and 75.3% of service revenue, net for the three months ended March 31, 2016 and 2015, respectively. Foreign service revenue, net, totaled 20.1% and 24.7% of service revenue, net for the three months ended March 31, 2016 and 2015, respectively.

 

At March 31, 2016, approximately $118,042, or 33.9%, of the Company’s net assets were located in countries outside of the US. At December 31, 2015, approximately $108,587, or 29.5%, of the Company’s net assets were located in countries outside of the US.

 

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