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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Providence Service Corp | NASDAQ:PRSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 155.58 | 132.65 | 158.55 | 0 | 01:00:00 |
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
86-0845127
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,178
|
|
|
$
|
72,262
|
|
Accounts receivable, net of allowance of $5,765 in 2017 and $5,901 in 2016
|
175,162
|
|
|
162,115
|
|
||
Other receivables
|
5,555
|
|
|
12,639
|
|
||
Prepaid expenses and other
|
39,083
|
|
|
37,895
|
|
||
Restricted cash
|
1,198
|
|
|
3,192
|
|
||
Total current assets
|
313,176
|
|
|
288,103
|
|
||
Property and equipment, net
|
48,191
|
|
|
46,220
|
|
||
Goodwill
|
121,555
|
|
|
119,624
|
|
||
Intangible assets, net
|
45,750
|
|
|
49,124
|
|
||
Equity investments
|
157,067
|
|
|
161,363
|
|
||
Other assets
|
12,911
|
|
|
8,397
|
|
||
Restricted cash, less current portion
|
5,902
|
|
|
10,938
|
|
||
Deferred tax asset
|
4,436
|
|
|
1,510
|
|
||
Total assets
|
$
|
708,988
|
|
|
$
|
685,279
|
|
Liabilities, redeemable convertible preferred stock and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term obligations
|
$
|
1,528
|
|
|
$
|
1,721
|
|
Accounts payable
|
19,921
|
|
|
22,177
|
|
||
Accrued expenses
|
103,397
|
|
|
102,381
|
|
||
Accrued transportation costs
|
101,195
|
|
|
72,356
|
|
||
Deferred revenue
|
17,421
|
|
|
20,522
|
|
||
Reinsurance and related liability reserves
|
4,881
|
|
|
8,639
|
|
||
Total current liabilities
|
248,343
|
|
|
227,796
|
|
||
Long-term obligations, less current portion
|
566
|
|
|
1,890
|
|
||
Other long-term liabilities
|
23,968
|
|
|
22,380
|
|
||
Deferred tax liabilities
|
54,363
|
|
|
57,973
|
|
||
Total liabilities
|
327,240
|
|
|
310,039
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Redeemable convertible preferred stock
|
|
|
|
||||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 803,232 and 803,398 issued and outstanding; 5.5%/8.5% dividend rate
|
77,549
|
|
|
77,565
|
|
||
Stockholders' equity
|
|
|
|
||||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,446,673 and 17,315,661 issued and outstanding (including treasury shares)
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
310,017
|
|
|
302,010
|
|
||
Retained earnings
|
167,004
|
|
|
156,718
|
|
||
Accumulated other comprehensive loss, net of tax
|
(26,331
|
)
|
|
(33,449
|
)
|
||
Treasury shares, at cost, 3,944,171 and 3,478,676 shares
|
(144,201
|
)
|
|
(125,201
|
)
|
||
Total Providence stockholders' equity
|
306,506
|
|
|
300,095
|
|
||
Noncontrolling interest
|
(2,307
|
)
|
|
(2,420
|
)
|
||
Total stockholders' equity
|
304,199
|
|
|
297,675
|
|
||
Total liabilities, redeemable convertible preferred stock and stockholders' equity
|
$
|
708,988
|
|
|
$
|
685,279
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service revenue, net
|
$
|
409,517
|
|
|
$
|
412,271
|
|
|
$
|
1,216,994
|
|
|
$
|
1,192,426
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Service expense
|
378,032
|
|
|
378,488
|
|
|
1,124,478
|
|
|
1,095,011
|
|
||||
General and administrative expense
|
18,629
|
|
|
17,320
|
|
|
53,705
|
|
|
52,548
|
|
||||
Depreciation and amortization
|
6,547
|
|
|
6,670
|
|
|
19,716
|
|
|
20,058
|
|
||||
Total operating expenses
|
403,208
|
|
|
402,478
|
|
|
1,197,899
|
|
|
1,167,617
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
6,309
|
|
|
9,793
|
|
|
19,095
|
|
|
24,809
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other expenses:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
302
|
|
|
338
|
|
|
983
|
|
|
1,239
|
|
||||
Equity in net (gain) loss of investees
|
460
|
|
|
1,517
|
|
|
991
|
|
|
5,693
|
|
||||
Gain on sale of equity investment
|
(12,606
|
)
|
|
—
|
|
|
(12,606
|
)
|
|
—
|
|
||||
Loss (gain) on foreign currency transactions
|
200
|
|
|
(482
|
)
|
|
600
|
|
|
(1,332
|
)
|
||||
Income from continuing operations before income taxes
|
17,953
|
|
|
8,420
|
|
|
29,127
|
|
|
19,209
|
|
||||
Provision for income taxes
|
2,989
|
|
|
4,678
|
|
|
8,391
|
|
|
12,466
|
|
||||
Income from continuing operations, net of tax
|
14,964
|
|
|
3,742
|
|
|
20,736
|
|
|
6,743
|
|
||||
Discontinued operations, net of tax
|
(16
|
)
|
|
(2,791
|
)
|
|
(6,000
|
)
|
|
332
|
|
||||
Net income
|
14,948
|
|
|
951
|
|
|
14,736
|
|
|
7,075
|
|
||||
Net loss (income) attributable to noncontrolling interests
|
(95
|
)
|
|
(301
|
)
|
|
(295
|
)
|
|
433
|
|
||||
Net income attributable to Providence
|
$
|
14,853
|
|
|
$
|
650
|
|
|
$
|
14,441
|
|
|
$
|
7,508
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common stockholders (Note 9)
|
$
|
11,962
|
|
|
$
|
(745
|
)
|
|
$
|
8,927
|
|
|
$
|
3,697
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.88
|
|
|
$
|
0.14
|
|
|
$
|
1.10
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
(0.19
|
)
|
|
(0.44
|
)
|
|
0.02
|
|
||||
Basic earnings (loss) per common share
|
$
|
0.88
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.66
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.88
|
|
|
$
|
0.14
|
|
|
$
|
1.09
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
(0.19
|
)
|
|
(0.44
|
)
|
|
0.02
|
|
||||
Diluted earnings (loss) per common share
|
$
|
0.88
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.65
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
13,581,662
|
|
|
14,523,408
|
|
|
13,612,764
|
|
|
14,823,757
|
|
||||
Diluted
|
13,655,554
|
|
|
14,634,483
|
|
|
13,676,468
|
|
|
14,943,024
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
14,948
|
|
|
$
|
951
|
|
|
$
|
14,736
|
|
|
$
|
7,075
|
|
Net loss (income) attributable to noncontrolling interest
|
(95
|
)
|
|
(301
|
)
|
|
(295
|
)
|
|
433
|
|
||||
Net income attributable to Providence
|
14,853
|
|
|
650
|
|
|
14,441
|
|
|
7,508
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax
|
2,165
|
|
|
(2,808
|
)
|
|
6,591
|
|
|
(11,140
|
)
|
||||
Reclassification of translation loss realized upon sale of equity investment
|
527
|
|
|
—
|
|
|
527
|
|
|
—
|
|
||||
Other comprehensive income (loss):
|
2,692
|
|
|
(2,808
|
)
|
|
7,118
|
|
|
(11,140
|
)
|
||||
Comprehensive income (loss)
|
17,640
|
|
|
(1,857
|
)
|
|
21,854
|
|
|
(4,065
|
)
|
||||
Comprehensive loss (income) attributable to noncontrolling interest
|
(26
|
)
|
|
(266
|
)
|
|
(113
|
)
|
|
378
|
|
||||
Comprehensive income (loss) attributable to Providence
|
$
|
17,614
|
|
|
$
|
(2,123
|
)
|
|
$
|
21,741
|
|
|
$
|
(3,687
|
)
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net (loss) income
|
$
|
14,736
|
|
|
$
|
7,075
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
13,802
|
|
|
17,039
|
|
||
Amortization
|
5,914
|
|
|
24,140
|
|
||
Provision for doubtful accounts
|
1,258
|
|
|
2,196
|
|
||
Stock-based compensation
|
4,586
|
|
|
3,204
|
|
||
Deferred income taxes
|
(7,062
|
)
|
|
(15,446
|
)
|
||
Amortization of deferred financing costs and debt discount
|
516
|
|
|
1,573
|
|
||
Equity in net loss of investees
|
991
|
|
|
5,693
|
|
||
Gain on sale of equity investment
|
(12,606
|
)
|
|
—
|
|
||
Other non-cash charges (credits)
|
555
|
|
|
(1,279
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(10,647
|
)
|
|
(22,116
|
)
|
||
Prepaid expenses and other
|
7,517
|
|
|
(9,900
|
)
|
||
Reinsurance and related liability reserve
|
(4,924
|
)
|
|
984
|
|
||
Accounts payable and accrued expenses
|
(3,407
|
)
|
|
32,530
|
|
||
Income taxes payable on sale of business
|
—
|
|
|
(30,153
|
)
|
||
Accrued transportation costs
|
28,839
|
|
|
31,935
|
|
||
Deferred revenue
|
(4,537
|
)
|
|
(7,460
|
)
|
||
Other long-term liabilities
|
1,399
|
|
|
5,242
|
|
||
Net cash provided by operating activities
|
36,930
|
|
|
45,257
|
|
||
Investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(15,293
|
)
|
|
(33,928
|
)
|
||
Net increase from short-term investments
|
300
|
|
|
242
|
|
||
Equity investments
|
—
|
|
|
(6,381
|
)
|
||
Cost method investments
|
(3,000
|
)
|
|
—
|
|
||
Loan to joint venture
|
(566
|
)
|
|
—
|
|
||
Repayment of loan from joint venture
|
576
|
|
|
—
|
|
||
Proceeds from sale of equity investment
|
15,823
|
|
|
—
|
|
||
Restricted cash for reinsured claims losses and other
|
7,029
|
|
|
4,917
|
|
||
Net cash provided by (used in) investing activities
|
4,869
|
|
|
(35,150
|
)
|
||
Financing activities
|
|
|
|
||||
Preferred stock dividends
|
(3,305
|
)
|
|
(3,309
|
)
|
||
Repurchase of common stock, for treasury
|
(18,763
|
)
|
|
(53,214
|
)
|
||
Proceeds from common stock issued pursuant to stock option exercise
|
1,528
|
|
|
4,099
|
|
||
Performance restricted stock surrendered for employee tax payment
|
(96
|
)
|
|
—
|
|
||
Repayment of long-term debt
|
—
|
|
|
(23,250
|
)
|
||
Proceeds from long-term debt
|
—
|
|
|
43,500
|
|
||
Capital lease payments and other
|
(1,711
|
)
|
|
(47
|
)
|
||
Net cash used in financing activities
|
(22,347
|
)
|
|
(32,221
|
)
|
||
Effect of exchange rate changes on cash
|
464
|
|
|
(39
|
)
|
||
Net change in cash and cash equivalents
|
19,916
|
|
|
(22,153
|
)
|
||
Cash and cash equivalents at beginning of period
|
72,262
|
|
|
84,770
|
|
||
Cash and cash equivalents at end of period
|
$
|
92,178
|
|
|
$
|
62,617
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
776
|
|
|
$
|
8,873
|
|
Cash paid for income taxes
|
$
|
14,804
|
|
|
$
|
50,037
|
|
Prepaid financing and subsidiary stock issuance costs
|
$
|
—
|
|
|
$
|
1,049
|
|
Accrued unfunded future equity investment capital contributions
|
$
|
—
|
|
|
$
|
1,590
|
|
Purchase of equipment through capital lease obligation
|
$
|
—
|
|
|
$
|
809
|
|
•
|
Non-Emergency Transportation Services (“NET Services”) – Nationwide provider of non-emergency medical transportation programs for state governments and managed care organizations.
|
•
|
Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement and legal offender rehabilitation services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments, to members of managed care organizations, accounted for as an equity method investment.
|
•
|
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.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Current assets
|
$
|
50,015
|
|
|
$
|
28,589
|
|
Long-term assets
|
598,842
|
|
|
614,841
|
|
||
Current liabilities
|
39,273
|
|
|
25,791
|
|
||
Long-term liabilities
|
270,816
|
|
|
281,348
|
|
|
Three months ended
September 30, 2017 |
||
Revenue
|
$
|
58,639
|
|
Operating income
|
3,159
|
|
|
Net loss
|
(537
|
)
|
|
Nine months ended
September 30, 2017 |
||
Revenue
|
$
|
175,346
|
|
Operating income
|
10,109
|
|
|
Net loss
|
(775
|
)
|
|
December 31, 2016
|
||
Current assets
|
$
|
4,640
|
|
Long-term assets
|
10,473
|
|
|
Current liabilities
|
12,844
|
|
|
Long-term liabilities
|
1,655
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Prepaid income taxes
|
$
|
3,819
|
|
|
$
|
1,467
|
|
Escrow funds
|
10,000
|
|
|
10,000
|
|
||
Prepaid insurance
|
2,778
|
|
|
3,153
|
|
||
Prepaid taxes and licenses
|
2,526
|
|
|
3,570
|
|
||
Note receivable
|
3,201
|
|
|
3,130
|
|
||
Prepaid rent
|
2,727
|
|
|
2,013
|
|
||
Deposits held for leased premises and bonds
|
2,744
|
|
|
2,609
|
|
||
Other
|
11,288
|
|
|
11,953
|
|
||
Total prepaid expenses and other
|
$
|
39,083
|
|
|
$
|
37,895
|
|
|
September 30,
2017 |
|
December 31, 2016
|
||||
Accrued compensation
|
$
|
24,058
|
|
|
$
|
23,050
|
|
NET Services accrued contract payments
|
26,504
|
|
|
32,836
|
|
||
Accrued settlement
|
15,000
|
|
|
6,000
|
|
||
Income taxes payable
|
—
|
|
|
372
|
|
||
Other
|
37,835
|
|
|
40,123
|
|
||
Total accrued expenses
|
$
|
103,397
|
|
|
$
|
102,381
|
|
|
January 1,
2017 |
|
Costs
Incurred
|
|
Cash Payments
|
|
Foreign Exchange
Rate Adjustments
|
|
September 30, 2017
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ingeus Futures' Program
|
$
|
2,486
|
|
|
$
|
1,186
|
|
|
$
|
(3,086
|
)
|
|
$
|
158
|
|
|
$
|
744
|
|
Offender Rehabilitation Program
|
1,380
|
|
|
(40
|
)
|
|
(1,357
|
)
|
|
17
|
|
|
—
|
|
|||||
UK Restructuring Program
|
50
|
|
|
(29
|
)
|
|
—
|
|
|
3
|
|
|
24
|
|
|||||
Total
|
$
|
3,916
|
|
|
$
|
1,117
|
|
|
$
|
(4,443
|
)
|
|
$
|
178
|
|
|
$
|
768
|
|
|
January 1,
2016 |
|
Costs
Incurred
|
|
Cash Payments
|
|
Foreign Exchange
Rate Adjustments
|
|
September 30, 2016
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Offender Rehabilitation Program
|
$
|
6,538
|
|
|
$
|
4,204
|
|
|
$
|
(6,075
|
)
|
|
$
|
(906
|
)
|
|
$
|
3,761
|
|
UK Restructuring Program
|
2,059
|
|
|
537
|
|
|
(2,379
|
)
|
|
(103
|
)
|
|
114
|
|
|||||
Total
|
$
|
8,597
|
|
|
$
|
4,741
|
|
|
$
|
(8,454
|
)
|
|
$
|
(1,009
|
)
|
|
$
|
3,875
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
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
|
—
|
|
|
—
|
|
|
4,636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,636
|
|
|||||||
Exercise of employee stock options
|
70,283
|
|
|
—
|
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|
5,665
|
|
|
(238
|
)
|
|
—
|
|
|
1,230
|
|
|||||||
Restricted stock issued
|
31,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,865
|
|
|
(779
|
)
|
|
—
|
|
|
(779
|
)
|
|||||||
Performance restricted stock issued
|
3,773
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||||
Shares issued for bonus settlement and director stipend
|
25,225
|
|
|
|
|
|
1,107
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,107
|
|
|||||||
Stock repurchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441,965
|
|
|
(17,983
|
)
|
|
—
|
|
|
(17,983
|
)
|
|||||||
Conversion of convertible preferred stock to common stock
|
415
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,591
|
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
6,409
|
|
|||||||
Reclassification of translation loss realized upon sale of equity investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|||||||
Convertible preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,305
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295
|
|
|
295
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
Net income attributable to Providence
|
—
|
|
|
—
|
|
|
—
|
|
|
14,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,441
|
|
|||||||
Cumulative effect adjustment from change in accounting principle
|
—
|
|
|
—
|
|
|
850
|
|
|
(850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 30, 2017
|
17,446,673
|
|
|
$
|
17
|
|
|
$
|
310,017
|
|
|
$
|
167,004
|
|
|
$
|
(26,331
|
)
|
|
3,944,171
|
|
|
$
|
(144,201
|
)
|
|
$
|
(2,307
|
)
|
|
$
|
304,199
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service expense
|
$
|
131
|
|
|
$
|
100
|
|
|
$
|
365
|
|
|
$
|
280
|
|
General and administrative expense
|
1,434
|
|
|
1,135
|
|
|
4,221
|
|
|
2,858
|
|
||||
Equity in net loss of investees
|
10
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Discontinued operations, net of tax
|
—
|
|
|
22
|
|
|
—
|
|
|
66
|
|
||||
Total stock-based compensation
|
$
|
1,575
|
|
|
$
|
1,257
|
|
|
$
|
4,636
|
|
|
$
|
3,204
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Providence
|
$
|
14,853
|
|
|
$
|
650
|
|
|
$
|
14,441
|
|
|
$
|
7,508
|
|
Less dividends on convertible preferred stock
|
(1,114
|
)
|
|
(1,111
|
)
|
|
(3,305
|
)
|
|
(3,309
|
)
|
||||
Less income allocated to participating securities
|
(1,777
|
)
|
|
(284
|
)
|
|
(2,209
|
)
|
|
(502
|
)
|
||||
Net income (loss) available to common stockholders
|
$
|
11,962
|
|
|
$
|
(745
|
)
|
|
$
|
8,927
|
|
|
$
|
3,697
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
11,978
|
|
|
$
|
2,046
|
|
|
$
|
14,927
|
|
|
$
|
3,405
|
|
Discontinued operations
|
(16
|
)
|
|
(2,791
|
)
|
|
(6,000
|
)
|
|
292
|
|
||||
|
$
|
11,962
|
|
|
$
|
(745
|
)
|
|
$
|
8,927
|
|
|
$
|
3,697
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share -- weighted-average shares
|
13,581,662
|
|
|
14,523,408
|
|
|
13,612,764
|
|
|
14,823,757
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Common stock options
|
68,856
|
|
|
111,075
|
|
|
58,668
|
|
|
119,267
|
|
||||
Performance-based restricted stock units
|
5,036
|
|
|
—
|
|
|
5,036
|
|
|
|
|
||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion
|
13,655,554
|
|
|
14,634,483
|
|
|
13,676,468
|
|
|
14,943,024
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.88
|
|
|
$
|
0.14
|
|
|
$
|
1.10
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
(0.19
|
)
|
|
(0.44
|
)
|
|
0.02
|
|
||||
|
$
|
0.88
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.66
|
|
|
$
|
0.25
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.88
|
|
|
$
|
0.14
|
|
|
$
|
1.09
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
(0.19
|
)
|
|
(0.44
|
)
|
|
0.02
|
|
||||
|
$
|
0.88
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.65
|
|
|
$
|
0.25
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Stock options to purchase common stock
|
33,890
|
|
|
33,957
|
|
|
56,528
|
|
|
33,957
|
|
Convertible preferred stock
|
803,285
|
|
|
803,398
|
|
|
803,360
|
|
|
803,457
|
|
|
Three months ended September 30, 2017
|
|
Nine months ended September 30, 2017
|
||||||||||||||||||||
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative expense
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
9,622
|
|
|
$
|
—
|
|
|
$
|
9,622
|
|
Total operating expenses
|
26
|
|
|
—
|
|
|
26
|
|
|
9,622
|
|
|
—
|
|
|
9,622
|
|
||||||
Loss from discontinued operations before income taxes
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
(9,622
|
)
|
|
—
|
|
|
(9,622
|
)
|
||||||
Income tax benefit
|
10
|
|
|
—
|
|
|
10
|
|
|
3,622
|
|
|
—
|
|
|
3,622
|
|
||||||
Discontinued operations, net of tax
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
(6,000
|
)
|
|
$
|
—
|
|
|
$
|
(6,000
|
)
|
|
Three months ended September 30, 2016
|
|
Nine months ended September 30, 2016
|
||||||||||||||||||||
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
|
Human
Services
Segment
|
|
HA Services
Segment
|
|
Total
Discontinued
Operations
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenue, net
|
$
|
—
|
|
|
$
|
52,557
|
|
|
$
|
52,557
|
|
|
$
|
—
|
|
|
$
|
155,421
|
|
|
$
|
155,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service expense
|
—
|
|
|
38,703
|
|
|
38,703
|
|
|
—
|
|
|
113,455
|
|
|
113,455
|
|
||||||
General and administrative expense
|
7,463
|
|
|
1,505
|
|
|
8,968
|
|
|
7,463
|
|
|
2,823
|
|
|
10,286
|
|
||||||
Depreciation and amortization
|
—
|
|
|
5,359
|
|
|
5,359
|
|
|
—
|
|
|
21,121
|
|
|
21,121
|
|
||||||
Total operating expenses
|
7,463
|
|
|
45,567
|
|
|
53,030
|
|
|
7,463
|
|
|
137,399
|
|
|
144,862
|
|
||||||
Operating income (loss)
|
(7,463
|
)
|
|
6,990
|
|
|
(473
|
)
|
|
(7,463
|
)
|
|
18,022
|
|
|
10,559
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
3,134
|
|
|
3,134
|
|
|
—
|
|
|
9,304
|
|
|
9,304
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
(7,463
|
)
|
|
3,856
|
|
|
(3,607
|
)
|
|
(7,463
|
)
|
|
8,718
|
|
|
1,255
|
|
||||||
Income tax benefit (provision)
|
2,428
|
|
|
(1,612
|
)
|
|
816
|
|
|
2,428
|
|
|
(3,351
|
)
|
|
(923
|
)
|
||||||
Discontinued operations, net of tax
|
$
|
(5,035
|
)
|
|
$
|
2,244
|
|
|
$
|
(2,791
|
)
|
|
$
|
(5,035
|
)
|
|
$
|
5,367
|
|
|
$
|
332
|
|
|
Nine months ended September 30, 2016
|
||
|
|
||
Cash flows from discontinued operating activities:
|
|
||
Depreciation
|
$
|
3,661
|
|
Amortization
|
$
|
17,460
|
|
|
|
||
Cash flows from discontinued investing activities:
|
|
||
Purchase of property and equipment
|
$
|
8,020
|
|
•
|
NET Services – Nationwide provider of non-emergency medical transportation programs for state governments and managed care organizations.
|
•
|
WD Services – Global provider of employment preparation and placement and legal offender rehabilitation services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments, to members of managed care organizations, accounted for as an equity method investment.
|
|
Three months ended September 30, 2017
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix
Investment
|
|
Corporate and
Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
324,824
|
|
|
$
|
84,693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
409,517
|
|
Service expense
|
304,454
|
|
|
73,581
|
|
|
—
|
|
|
(3
|
)
|
|
378,032
|
|
|||||
General and administrative expense
|
2,899
|
|
|
6,980
|
|
|
—
|
|
|
8,750
|
|
|
18,629
|
|
|||||
Depreciation and amortization
|
3,286
|
|
|
3,166
|
|
|
—
|
|
|
95
|
|
|
6,547
|
|
|||||
Operating income (loss)
|
$
|
14,185
|
|
|
$
|
966
|
|
|
$
|
—
|
|
|
$
|
(8,842
|
)
|
|
$
|
6,309
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net gain (loss) of investee
|
$
|
—
|
|
|
$
|
(459
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(460
|
)
|
|
Three months ended September 30, 2016
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix
Investment
|
|
Corporate and
Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
317,280
|
|
|
$
|
94,960
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
412,271
|
|
Service expense
|
293,919
|
|
|
84,051
|
|
|
—
|
|
|
518
|
|
|
378,488
|
|
|||||
General and administrative expense
|
2,860
|
|
|
6,780
|
|
|
—
|
|
|
7,680
|
|
|
17,320
|
|
|||||
Depreciation and amortization
|
3,051
|
|
|
3,497
|
|
|
—
|
|
|
122
|
|
|
6,670
|
|
|||||
Operating income (loss)
|
$
|
17,450
|
|
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
(8,289
|
)
|
|
$
|
9,793
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net gain (loss) of investee
|
$
|
—
|
|
|
$
|
(1,517
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,517
|
)
|
|
Nine months ended September 30, 2017
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix
Investment
|
|
Corporate and
Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
987,662
|
|
|
$
|
229,332
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,216,994
|
|
Service expense
|
927,082
|
|
|
199,665
|
|
|
—
|
|
|
(2,269
|
)
|
|
1,124,478
|
|
|||||
General and administrative expense
|
8,879
|
|
|
20,944
|
|
|
—
|
|
|
23,882
|
|
|
53,705
|
|
|||||
Depreciation and amortization
|
9,763
|
|
|
9,695
|
|
|
—
|
|
|
258
|
|
|
19,716
|
|
|||||
Operating income (loss)
|
$
|
41,938
|
|
|
$
|
(972
|
)
|
|
$
|
—
|
|
|
$
|
(21,871
|
)
|
|
$
|
19,095
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net gain (loss) of investee
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
|
$
|
428
|
|
|
$
|
—
|
|
|
$
|
(991
|
)
|
|
Nine months ended September 30, 2016
|
||||||||||||||||||
|
NET Services
|
|
WD Services
|
|
Matrix
Investment
|
|
Corporate and
Other
|
|
Total
|
||||||||||
Service revenue, net
|
$
|
917,157
|
|
|
$
|
275,293
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
1,192,426
|
|
Service expense
|
846,311
|
|
|
247,797
|
|
|
—
|
|
|
903
|
|
|
1,095,011
|
|
|||||
General and administrative expense
|
8,483
|
|
|
23,236
|
|
|
—
|
|
|
20,829
|
|
|
52,548
|
|
|||||
Depreciation and amortization
|
8,858
|
|
|
10,912
|
|
|
—
|
|
|
288
|
|
|
20,058
|
|
|||||
Operating income (loss)
|
$
|
53,505
|
|
|
$
|
(6,652
|
)
|
|
$
|
—
|
|
|
$
|
(22,044
|
)
|
|
$
|
24,809
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in net gain (loss) of investee
|
$
|
—
|
|
|
$
|
(5,693
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,693
|
)
|
•
|
Non-Emergency Transportation Services (“NET Services”) – Nationwide provider of non-emergency medical transportation programs for state governments and managed care organizations.
|
•
|
Workforce Development Services (“WD Services”) – Global provider of employment preparation and placement and legal offender rehabilitation services to eligible participants of government sponsored programs.
|
•
|
Matrix Investment – Minority interest in nationwide provider of in-home care optimization and management solutions, including comprehensive health assessments, to members of managed care organizations, accounted for as an equity method investment.
|
•
|
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 and by others, which may increase industry competitiveness;
|
•
|
changes in UK government policy, such as decreased volumes in future welfare-to-work programs, specifically through the UK’s Work and Health Programme, which will have a reduced scope and reduced funding compared with the prior programs;
|
•
|
the results of the referendum on the UK’s exit from the European Union and related political and economic uncertainty in the UK; and
|
•
|
the U.S. federal government's expressed intent to repeal the Patient Protection and Affordable Care Act and replace such law with an alternative proposal. The details of both the extent of the provisions that may be repealed as well as the details of any potential replacement legislation are uncertain at this time. Enactment of adverse legislation, regulation or agency guidance, may reduce the demand for our services, our ability to conduct some or all of our business and/or reimbursement rates for services performed within our segments.
|
|
Three months ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage
of Revenue
|
|
$
|
|
Percentage
of Revenue
|
||||
Service revenue, net
|
409,517
|
|
|
100.0
|
%
|
|
412,271
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Service expense
|
378,032
|
|
|
92.3
|
%
|
|
378,488
|
|
|
91.8
|
%
|
General and administrative expense
|
18,629
|
|
|
4.5
|
%
|
|
17,320
|
|
|
4.2
|
%
|
Depreciation and amortization
|
6,547
|
|
|
1.6
|
%
|
|
6,670
|
|
|
1.6
|
%
|
Total operating expenses
|
403,208
|
|
|
98.5
|
%
|
|
402,478
|
|
|
97.6
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
6,309
|
|
|
1.5
|
%
|
|
9,793
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
302
|
|
|
0.1
|
%
|
|
338
|
|
|
0.1
|
%
|
Equity in net (gain) loss of investees
|
460
|
|
|
0.1
|
%
|
|
1,517
|
|
|
0.4
|
%
|
Gain on sale of equity investment
|
(12,606
|
)
|
|
3.1
|
%
|
|
—
|
|
|
—
|
%
|
Loss (gain) on foreign currency transactions
|
200
|
|
|
—
|
%
|
|
(482
|
)
|
|
0.1
|
%
|
Income from continuing operations before income taxes
|
17,953
|
|
|
4.4
|
%
|
|
8,420
|
|
|
2.0
|
%
|
Provision for income taxes
|
2,989
|
|
|
0.7
|
%
|
|
4,678
|
|
|
1.1
|
%
|
Income from continuing operations, net of tax
|
14,964
|
|
|
3.7
|
%
|
|
3,742
|
|
|
0.9
|
%
|
Discontinued operations, net of tax
|
(16
|
)
|
|
—
|
%
|
|
(2,791
|
)
|
|
0.7
|
%
|
Net income
|
14,948
|
|
|
3.7
|
%
|
|
951
|
|
|
0.2
|
%
|
Net loss attributable to noncontrolling interest
|
(95
|
)
|
|
—
|
%
|
|
(301
|
)
|
|
0.1
|
%
|
Net income attributable to Providence
|
14,853
|
|
|
3.6
|
%
|
|
650
|
|
|
0.2
|
%
|
|
Nine months ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of Revenue
|
|
$
|
|
Percentage of Revenue
|
||||
Service revenue, net
|
1,216,994
|
|
|
100.0
|
%
|
|
1,192,426
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Service expense
|
1,124,478
|
|
|
92.4
|
%
|
|
1,095,011
|
|
|
91.8
|
%
|
General and administrative expense
|
53,705
|
|
|
4.4
|
%
|
|
52,548
|
|
|
4.4
|
%
|
Depreciation and amortization
|
19,716
|
|
|
1.6
|
%
|
|
20,058
|
|
|
1.7
|
%
|
Total operating expenses
|
1,197,899
|
|
|
98.4
|
%
|
|
1,167,617
|
|
|
97.9
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
19,095
|
|
|
1.6
|
%
|
|
24,809
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
983
|
|
|
0.1
|
%
|
|
1,239
|
|
|
0.1
|
%
|
Equity in net loss of investees
|
991
|
|
|
0.1
|
%
|
|
5,693
|
|
|
0.5
|
%
|
Gain on sale of equity investment
|
(12,606
|
)
|
|
1.0
|
%
|
|
—
|
|
|
—
|
%
|
Loss (gain) on foreign currency transactions
|
600
|
|
|
—
|
%
|
|
(1,332
|
)
|
|
0.1
|
%
|
Income from continuing operations before income taxes
|
29,127
|
|
|
2.4
|
%
|
|
19,209
|
|
|
1.6
|
%
|
Provision for income taxes
|
8,391
|
|
|
0.7
|
%
|
|
12,466
|
|
|
1.0
|
%
|
Income from continuing operations, net of tax
|
20,736
|
|
|
1.7
|
%
|
|
6,743
|
|
|
0.6
|
%
|
Discontinued operations, net of tax
|
(6,000
|
)
|
|
0.5
|
%
|
|
332
|
|
|
—
|
%
|
Net income
|
14,736
|
|
|
1.2
|
%
|
|
7,075
|
|
|
0.6
|
%
|
Net (income) loss attributable to noncontrolling interest
|
(295
|
)
|
|
—
|
%
|
|
433
|
|
|
—
|
%
|
Net income attributable to Providence
|
14,441
|
|
|
1.2
|
%
|
|
7,508
|
|
|
0.6
|
%
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
324,824
|
|
|
100.0
|
%
|
|
317,280
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
304,454
|
|
|
93.7
|
%
|
|
293,919
|
|
|
92.6
|
%
|
General and administrative expense
|
2,899
|
|
|
0.9
|
%
|
|
2,860
|
|
|
0.9
|
%
|
Depreciation and amortization
|
3,286
|
|
|
1.0
|
%
|
|
3,051
|
|
|
1.0
|
%
|
Operating income
|
14,185
|
|
|
4.4
|
%
|
|
17,450
|
|
|
5.5
|
%
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Purchased services
|
250,282
|
|
|
77.1
|
%
|
|
241,884
|
|
|
76.2
|
%
|
Payroll and related costs
|
40,753
|
|
|
12.5
|
%
|
|
41,832
|
|
|
13.2
|
%
|
Other operating expenses
|
13,299
|
|
|
4.1
|
%
|
|
10,130
|
|
|
3.2
|
%
|
Stock-based compensation
|
120
|
|
|
0.0
|
%
|
|
73
|
|
|
0.0
|
%
|
Total service expense
|
304,454
|
|
|
93.7
|
%
|
|
293,919
|
|
|
92.6
|
%
|
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
987,662
|
|
|
100.0
|
%
|
|
917,157
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
927,082
|
|
|
93.9
|
%
|
|
846,311
|
|
|
92.3
|
%
|
General and administrative expense
|
8,879
|
|
|
0.9
|
%
|
|
8,483
|
|
|
0.9
|
%
|
Depreciation and amortization
|
9,763
|
|
|
1.0
|
%
|
|
8,858
|
|
|
1.0
|
%
|
Operating income
|
41,938
|
|
|
4.2
|
%
|
|
53,505
|
|
|
5.8
|
%
|
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Purchased services
|
766,303
|
|
|
77.6
|
%
|
|
694,934
|
|
|
75.8
|
%
|
Payroll and related costs
|
122,784
|
|
|
12.4
|
%
|
|
122,117
|
|
|
13.3
|
%
|
Other operating expenses
|
37,584
|
|
|
3.8
|
%
|
|
29,032
|
|
|
3.2
|
%
|
Stock-based compensation
|
411
|
|
|
0.0
|
%
|
|
228
|
|
|
0.0
|
%
|
Total service expense
|
927,082
|
|
|
93.9
|
%
|
|
846,311
|
|
|
92.3
|
%
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
84,693
|
|
|
100.0
|
%
|
|
94,960
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
73,581
|
|
|
86.9
|
%
|
|
84,051
|
|
|
88.5
|
%
|
General and administrative expense
|
6,980
|
|
|
8.2
|
%
|
|
6,780
|
|
|
7.1
|
%
|
Depreciation and amortization
|
3,166
|
|
|
3.7
|
%
|
|
3,497
|
|
|
3.7
|
%
|
Operating income
|
966
|
|
|
1.1
|
%
|
|
632
|
|
|
0.7
|
%
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Payroll and related costs
|
41,575
|
|
|
49.1
|
%
|
|
47,854
|
|
|
50.4
|
%
|
Purchased services
|
21,946
|
|
|
25.9
|
%
|
|
26,004
|
|
|
27.4
|
%
|
Other operating expenses
|
10,046
|
|
|
11.9
|
%
|
|
10,166
|
|
|
10.7
|
%
|
Stock-based compensation
|
14
|
|
|
0.0
|
%
|
|
27
|
|
|
0.0
|
%
|
Total service expense
|
73,581
|
|
|
86.9
|
%
|
|
84,051
|
|
|
88.5
|
%
|
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Service revenue, net
|
229,332
|
|
|
100.0
|
%
|
|
275,293
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Service expense
|
199,665
|
|
|
87.1
|
%
|
|
247,797
|
|
|
90.0
|
%
|
General and administrative expense
|
20,944
|
|
|
9.1
|
%
|
|
23,236
|
|
|
8.4
|
%
|
Depreciation and amortization
|
9,695
|
|
|
4.2
|
%
|
|
10,912
|
|
|
4.0
|
%
|
Operating loss
|
(972
|
)
|
|
-0.4
|
%
|
|
(6,652
|
)
|
|
-2.4
|
%
|
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
$
|
|
Percentage of
Revenue
|
|
$
|
|
Percentage of
Revenue
|
||||
Payroll and related costs
|
130,538
|
|
|
56.9
|
%
|
|
162,542
|
|
|
59.0
|
%
|
Purchased services
|
39,949
|
|
|
17.4
|
%
|
|
53,210
|
|
|
19.3
|
%
|
Other operating expenses
|
29,136
|
|
|
12.7
|
%
|
|
31,993
|
|
|
11.6
|
%
|
Stock-based compensation
|
42
|
|
|
0.0
|
%
|
|
52
|
|
|
0.0
|
%
|
Total service expense
|
199,665
|
|
|
87.1
|
%
|
|
247,797
|
|
|
90.0
|
%
|
|
Three Months Ended September 30,
|
||||
|
2017
|
|
2016
|
||
|
$
|
|
$
|
||
Service revenue, net
|
—
|
|
|
31
|
|
|
|
|
|
||
Service expense
|
(3
|
)
|
|
518
|
|
General and administrative expense
|
8,750
|
|
|
7,680
|
|
Depreciation and amortization
|
95
|
|
|
122
|
|
Operating loss
|
(8,842
|
)
|
|
(8,289
|
)
|
|
Nine Months Ended September 30,
|
||||
|
2017
|
|
2016
|
||
|
$
|
|
$
|
||
Service revenue, net
|
—
|
|
|
(24
|
)
|
|
|
|
|
||
Service expense
|
(2,269
|
)
|
|
903
|
|
General and administrative expense
|
23,882
|
|
|
20,829
|
|
Depreciation and amortization
|
258
|
|
|
288
|
|
Operating loss
|
(21,871
|
)
|
|
(22,044
|
)
|
•
|
Accounts receivable generated a cash outflow for YTD 2017 of
$10.6 million
as compared to an outflow of
$22.1 million
for
YTD 2016
. The decrease in cash outflow of
$11.5 million
is primarily attributable to NET Services due to the timing of collections as well as an outflow of $1.4 million of HA Services in
YTD 2016
.
|
•
|
Prepaid expenses and other generated a cash inflow of
$7.5 million
in
YTD 2017
, as compared to a cash outflow of
$9.9 million
in
YTD 2016
. The increase in cash inflow of
$17.4 million
was primarily attributable to a decrease in prepayments in WD Services in relation to certain contracts and a decrease in the prepayment of insurance costs and income taxes.
|
•
|
Accounts payable and accrued expenses generated a cash outflow of
$3.4 million
in
YTD 2017
, as compared to a cash inflow of
$32.5 million
in
YTD 2016
. The decrease in cash inflow of
$35.9 million
is due primarily to the impact of NET Services accrued contract payments of $10.1 million, reduced accruals at WD Services of $3.9 million in YTD 2017 as compared to YTD 2016, including the impact of redundancy plans, timing differences on tax payments, as well as the disposition of HA Services, which generated cash inflow of $5.8 million in YTD 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
YTD 2017
as compared to an increase of $6.0 million in YTD 2016.
|
•
|
Accrued transportation costs of NET Services generated a cash inflow of
$28.8 million
in
YTD 2017
, as compared to a cash inflow of
$31.9 million
in
YTD 2016
. The decrease in cash inflow of
$3.1 million
is due primarily to the timing of payments.
|
•
|
Income taxes payable on sale of business for
YTD 2016
includes a cash outflow of
$30.2 million
related to the sale of our Human Services segment.
|
Period
|
|
Total Number
of Shares of
Common Stock
Purchased (1)
|
|
Average Price
Paid per
Share
|
|
Total Number of
Shares of Common Stock
Purchased as Part of
Publicly Announced
Plans or Program
|
|
Maximum Dollar Value of
Shares of Common Stock
that May Yet Be Purchased
Under the Plans or Program (2)
|
||||||
Month 1:
|
|
|
|
|
|
|
|
|
||||||
July 1, 2017
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
July 31, 2017
|
|
47
|
|
|
$
|
50
|
|
|
—
|
|
|
$
|
69,624,167
|
|
|
|
|
|
|
|
|
|
|
||||||
Month 2:
|
|
|
|
|
|
|
|
|
||||||
August 1, 2017
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
August 31, 2017
|
|
115
|
|
|
$
|
51.54
|
|
|
—
|
|
|
$
|
69,624,167
|
|
|
|
|
|
|
|
|
|
|
||||||
Month 3:
|
|
|
|
|
|
|
|
|
||||||
September 1, 2017
|
|
|
|
|
|
|
|
|
||||||
to
|
|
|
|
|
|
|
|
|
||||||
September 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
69,624,167
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
162
|
|
|
|
|
|
—
|
|
|
|
|
(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 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. As of
September 30, 2017
, a total of 770,808 shares were purchased through this plan for $30.4 million, including commission payments.
|
Exhibit
Number
|
|
Description
|
|
|
|
31.1
*
|
|
Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.
|
|
|
|
31.2
*
|
|
Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.
|
|
|
|
32.1
*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.
|
|
|
|
32.2
*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
|
|
|
|
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
|
|
|
*
|
Filed herewith.
|
|
THE PROVIDENCE SERVICE CORPORATION
|
|
|
|
|
Date: November 8, 2017
|
By:
|
/s/ James M. Lindstrom
|
|
|
James M. Lindstrom
Chief Executive
Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: November 8, 2017
|
By:
|
/s/ David C. Shackelton
|
|
|
David C. Shackelton
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1 Year Providence Service Chart |
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