ModivCare Inc - Quarter Report: 2016 June (Form 10-Q)

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		June 30, 2016				December 31, 2015
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	68,824			$	84,770
Accounts receivable, net of allowance of $5,908 in 2016 and $5,587 in 2015			178,295				178,049
Other receivables			15,469				16,298
Prepaid expenses and other			50,071				30,718
Restricted cash			2,893				4,012
Deferred tax assets			9,827				5,877
Total current assets			325,379				319,724
Property and equipment, net			67,324				57,787
Goodwill, net			337,158				340,029
Intangible assets, net			263,918				285,951
Other assets			29,172				30,625
Restricted cash, less current portion			13,314				16,044
Deferred tax asset			-				42
Total assets		$	1,036,265			$	1,050,202
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term obligations		$	35,250			$	31,375
Accounts payable			52,318				30,007
Accrued expenses			107,769				130,552
Accrued transportation costs			76,656				64,537
Deferred revenue			27,554				28,667
Reinsurance and related liability reserves			11,526				10,134
Total current liabilities			311,073				295,272
Long-term obligations, less current portion			272,828				268,696
Other long-term liabilities			29,729				25,052
Deferred tax liabilities			88,987				93,474
Total liabilities			702,617				682,494
Commitments and contingencies (Note 13)
Reedeemable convertible preferred stock
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 803,398 and 803,518 issued and outstanding; 5.5%/8.5% dividend rate			77,565				77,576
Stockholders' equity
Common stock: Authorized 40,000,000 shares; $0.001 par value; 17,236,344 and 17,186,780 issued and outstanding (including treasury shares)			17				17
Additional paid-in capital			295,813				293,012
Retained earnings			73,870				69,209
Accumulated other comprehensive loss, net of tax			(25,163	)			(16,831	)
Treasury shares, at cost, 2,607,322 and 1,895,998 shares			(87,357	)			(54,823	)
Total Providence stockholders' equity			257,180				290,584
Noncontrolling interest			(1,097	)			(452	)
Total stockholders' equity			256,083				290,132
Total liabilities and stockholders' equity		$	1,036,265			$	1,050,202

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		Three months ended June 30,								Six months ended June 30,
		2016				2015				2016				2015
Service revenue, net		$	450,632			$	418,238			$	883,282			$	838,067
Operating expenses:
Service expense			405,050				371,616				791,538				738,153
General and administrative expense			17,373				18,294				36,546				37,760
Depreciation and amortization			14,814				13,191				29,150				26,244
Total operating expenses			437,237				403,101				857,234				802,157
Operating income			13,395				15,137				26,048				35,910
Other expenses:
Interest expense, net			3,436				3,722				7,071				8,917
Equity in net loss of investee			1,459				1,059				4,176				3,542
Gain on foreign currency transactions			(775	)			(714	)			(849	)			(395	)
Income from continuing operations before income taxes			9,275				11,070				15,650				23,846
Provision for income taxes			5,280				6,227				9,527				13,148
Income from continuing operations, net of tax			3,995				4,843				6,123				10,698
Discontinued operations, net of tax			-				1,732				-				2,126
Net income			3,995				6,575				6,123				12,824
Net loss attributable to noncontrolling interests			628				59				735				47
Net income attributable to Providence		$	4,623			$	6,634			$	6,858			$	12,871
Net income available to common stockholders (Note 11)		$	3,104			$	4,181			$	4,108			$	9,243
Basic earnings per common share:
Continuing operations		$	0.21			$	0.16			$	0.27			$	0.46
Discontinued operations			-				0.10				-				0.12
Basic earnings per common share		$	0.21			$	0.26			$	0.27			$	0.58
Diluted earnings per common share:
Continuing operations		$	0.21			$	0.16			$	0.27			$	0.45
Discontinued operations			-				0.10				-				0.12
Diluted earnings per common share		$	0.21			$	0.26			$	0.27			$	0.57
Weighted-average number of common shares outstanding:
Basic			14,893,595				16,097,198				14,975,582				16,036,959
Diluted			15,019,312				16,240,898				15,098,945				16,193,372

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		Three months ended June 30,								Six months ended June 30,
		2016				2015				2016				2015
Net income		$	3,995			$	6,575			$	6,123			$	12,824
Net loss attributable to noncontrolling interests			628				59				735				47
Net income attributable to Providence			4,623				6,634				6,858				12,871
Other comprehensive loss:
Foreign currency translation adjustments, net of tax			(6,841	)			6,007				(8,332	)			711
Other comprehensive income (loss)			(6,841	)			6,007				(8,332	)			711
Comprehensive income (loss)			(2,846	)			12,582				(2,209	)			13,535
Comprehensive loss attributable to noncontrolling interests			551				71				645				65
Comprehensive income (loss) attributable to Providence		$	(2,295	)		$	12,653			$	(1,564	)		$	13,600

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		Six months ended June 30,
		2016				2015
Operating activities
Net income		$	6,123			$	12,824
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			11,518				10,165
Amortization			17,632				19,692
Provision for doubtful accounts			1,938				1,369
Stock-based compensation			1,947				6,058
Deferred income taxes			(10,094	)			(4,815	)
Amortization of deferred financing costs and debt discount			1,053				1,071
Excess tax benefit upon exercise of stock options			(258	)			(2,239	)
Equity in net loss of investee			4,176				3,542
Other non-cash charges (credits)			(806	)			(225	)
Changes in operating assets and liabilities:
Accounts receivable			(6,531	)			(60,908	)
Other receivables			815				(2,617	)
Restricted cash			-				69
Prepaid expenses and other			(26,724	)			(8,734	)
Reinsurance liability reserve			2,784				9,691
Accounts payable and accrued expenses			44,052				17,755
Income taxes payable on sale of business			(28,337	)			-
Accrued transportation costs			12,119				6,022
Deferred revenue			1,448				14,555
Other long-term liabilities			4,642				281
Net cash provided by operating activities			37,497				23,556
Investing activities
Purchase of property and equipment			(23,636	)			(13,122	)
Net decrease in short-term investments			(9	)			(9	)
Acquisitions, net of cash acquired			-				(1,665	)
Equity investments			(6,381	)			(13,784	)
Restricted cash for reinsured claims losses			3,849				(413	)
Net cash used in investing activities			(26,177	)			(28,993	)
Financing activities
Proceeds from issuance of preferred stock, net of issuance costs			-				80,667
Preferred stock dividends			(2,197	)			(1,698	)
Repurchase of common stock, for treasury			(32,534	)			(734	)
Proceeds from common stock issued pursuant to stock option exercise			787				2,377
Excess tax benefit upon exercise of stock options			258				2,239
Repayment of long-term debt			(15,500	)			(87,125	)
Proceeds from long-term debt			22,500				-
Payment of contingent consideration			-				(7,496	)
Other financing costs			(47	)			(29	)
Net cash used in financing activities			(26,733	)			(11,799	)
Effect of exchange rate changes on cash			(533	)			1,991
Net change in cash and cash equivalents			(15,946	)			(15,245	)
Cash and cash equivalents at beginning of period			84,770				160,406
Cash and cash equivalents at end of period		$	68,824			$	145,161
Supplemental cash flow information:
Cash paid for interest		$	6,083			$	8,994
Cash paid for income taxes		$	45,265			$	12,484
Accrued unfunded future equity investment capital contributions		$	-			$	9,328

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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 disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods 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 and six months ended June 30, 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 disclosures 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 and six months ended June 30, 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 and six months ended June 30, 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 six months ended June 30, 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 and debt discounts, net of accumulated amortization, totaling $3,872 and $4,879 at June 30, 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 No. 2014-09, Revenue from Contracts with Customers (Topic 606). 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.

 

In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (“ASU 2016-11”), which rescinded certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities-Oil and Gas, effective upon adoption of Topic 606. The Company does not expect the adoption of this section of the ASU to have an impact on its consolidated financial statements. Additionally, ASU 2016-11 removed from the Codification the SEC Staff Announcement, “Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share Under Topic 815,” which is codified in FASB ASC Topic 815, Derivatives and Hedging, and is effective on adoption of ASU No. 2014-16, Derivatives and Hedging (Topic 815) (“ASU 2014-16”). The Company adopted ASU 2014-16 effective January 1, 2015. The adoption of this section of ASU 2016-11 did not have an impact on the Company’s consolidated financial statements.

 

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 $6,381 in capital contributions during the six months ended June 30, 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 sheets and the maximum loss exposure related to the Company’s interest in Mission Providence as of June 30, 2016 and December 31, 2015:

 

 

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 $2,000 (approximately $1,485 as of June 30, 2016) in future funding commitments required by the joint venture agreement have not been recognized as of June 30, 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:

 

 

 

 

4.    Prepaid Expenses and Other

 

Prepaid expenses and other were comprised of the following:

 

 

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5.    Accrued Expenses

 

Accrued expenses consisted of the following:

 

 

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 an 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 $4,608 during the six months ended June 30, 2016 relating to the actualization of termination benefits for specifically identified employees impacted as well as an increase in the number of individuals impacted by these plans. The initial estimate of severance and related charges at December 31, 2015 was based upon the employee groups impacted, average salary and benefits, and redundancy benefits pursuant to the existing policies. The final identification of the employees impacted is subject to customary consultation procedures. The severance charges incurred are recorded as “Service expense” in the accompanying condensed consolidated statements of income.

 

 

Summary of Severance and Related Charges

 

 

The total of accrued severance and related costs of $8,196 and $8,597 are reflected in “Accrued expenses” in the condensed consolidated balance sheets at June 30, 2016 and December 31, 2015, respectively. The amount accrued as of June 30, 2016 is expected to be settled primarily in 2016.

 

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7. Long-Term Obligations

 

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

 

 

 

The fair value of the long-term obligations approximated $318,224 and $308,892 at June 30, 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 June 30, 2016, 1,602 shares of convertible preferred stock have been converted to 4,015 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, begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, accrue cumulatively on the same schedule as set forth above for cash dividends and are also compounded at the applicable annual rate on each applicable subsequent dividend date. Cash dividends totaling $2,197 and $1,698 were distributed to convertible preferred stockholders for the six months ended June 30, 2016 and 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.

 

The following table summarizes the convertible preferred stock activity for 2016:

 

 

As of June 30, 2016, the 803,398 outstanding shares of convertible preferred stock are convertible into 2,014,538 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 six months ended June 30, 2016:

 

 

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”). 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. On July 27, 2016, the Company’s stockholders approved the adoption of an amended 2006 Plan, which, among other things, increased the number of shares available under the 2006 Plan. See Note 17, Subsequent Events.

 

The following table reflects the amount of stock-based compensation for share settled awards recorded in each financial statement line item for the three and six months ended June 30, 2016 and 2015:

 

 

Stock-based compensation, for share settled awards, includes benefits from forfeitures of stock-based compensation awards. At June 30, 2016, the Company had 449,767 stock options outstanding with a weighted-average exercise price of $35.11. The Company also had 41,632 shares of unvested RSAs outstanding at June 30, 2016 with a weighted-average grant date fair value of $47.03 and 49,208 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 and six months ended June 30, 2016, respectively, the Company recorded benefits of $847 and $117 for stock-based compensation related to these cash settled awards. During the three and six months ended June 30, 2015, respectively, the Company recorded a benefit of $271 and expense of $1,761 for stock-based compensation related to these cash settled awards. This benefit and expense is included in “General and administrative expense” in the accompanying condensed consolidated statements of income. At June 30, 2016 the Company had 8,092 SEUs and 200,000 stock option equivalent units outstanding.

 

The Company also provides cash settled long-term incentive plans for key employees of its three operating segments which were put into place in the fourth quarter of 2015. For the three and six months ended June 30, 2016, $1,600 and $3,148, respectively, of expense is included as “Service expense” in the condensed consolidated statements of income related to these plans.     

 

11.     Earnings Per Share

 

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

 

 

 

 

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.

 

 

The following weighted average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive:

 

 

12.    Income Taxes

 

 

The Company’s effective tax rate from continuing operations for the three and six months ended June 30, 2016 was 56.9% and 60.9%, respectively. The Company’s effective tax rate from continuing operations for the three and six months ended June 30, 2015 was 56.3% and 55.1%, 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.

 

13.    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.

 

On May 6, 2016, the plaintiff filed a verified second amended class action and derivative complaint. In addition to the defendants named in the earlier complaint, the second amended complaint names Paul Hastings LLP (“Paul Hastings”) and Bank of America, N.A. (“BofA”) as additional defendants. In addition to previously asserted claims, the second amended complaint purports to assert direct and derivative claims for breach of fiduciary duties against Coliseum Capital Management, LLC (“Coliseum Capital Management”), in its capacity as the controlling stockholder of the Company, in connection with the subordinated note, the Company’s rights offering of preferred stock and the Standby Purchase Agreement with Coliseum Capital Management (the “Financing Transactions”). The second amended complaint also alleges that Paul Hastings breached their fiduciary duties as counsel to the Company in connection with the Financing Transactions and that BofA and Paul Hastings aided and abetted certain of the defendants in breaching their fiduciary duties in connection with the Financing Transactions.  The second amended complaint seeks, among other things, revision or rescission of the terms of the subordinated note and preferred stock, corporate governance reforms, disgorgement of fees paid to RBC Capital Markets, LLC, Paul Hastings and BofA for work relating to the Financing Transactions, unspecified damages and other relief.

 

On May 20, 2016, the Court granted a six-month stay of the proceeding from the date of such order to allow a special litigation committee, created by the Company’s board of directors, sufficient time to investigate, review and evaluate the facts, circumstances and claims asserted in or relating to this action and determine the Company’s response thereto. The special litigation committee’s review of the facts is ongoing.

 

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, and Note 13, Commitments and Contingencies, in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016.

 

 

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 has also indemnified other third parties from and against any and all losses, claims, damages, expenses and liabilities arising out of or in connection with the Company’s acquisition of CCHN Group Holdings, Inc. (operating under the tradename Matrix, and now included in HA Services) in October 2014 and related financing commitments, except to the extent that any such losses, claims, damages, expenses and liabilities are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such third parties, or a material breach of such third parties' obligations under the related agreements.

 

The Company recorded $38 and $144 of such indemnified legal expenses related to this case during the three and six months ended June 30, 2016, respectively, which is included in “General and administrative expenses” in the condensed consolidated statements of income. The Company recorded $1,249 and $1,806 in insured legal expenses related to this case during the three and six months ended June 30, 2016, respectively, which is included in “General and administrative expenses” in the condensed consolidated statements of income and has been reduced partially by an insurance receivable. The Company has recognized an insurance receivable of $3,022 and $2,210 in “Other receivables” in the condensed consolidated balance sheets at June 30, 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 June 30, 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 effective November 1, 2015. All representations 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. The Company has received indications from the purchaser of the Human Services segment regarding potential indemnification claims.

  

Deferred Compensation Plan

 

The Company has one deferred compensation plan for highly compensated employees of NET Services as of June 30, 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 $1,379 and $1,247 at June 30, 2016 and December 31, 2015, respectively.

 

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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 and six months ended June 30, 2016 totaled $1,047 and $2,095, respectively. Convertible preferred stock dividends earned by the Standby Purchasers during the three and six months ended June 30, 2015 totaled $1,050 and $1,616, 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 and six months ended June 30, 2015.

 

Results of Operations

 

The following table summarizes the results of operations classified as discontinued operations, net of tax, for the three and six months ended June 30, 2015:

 

 

 

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 $832 and $1,671 for the three and six months ended June 30, 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 six months ended June 30, 2015:

 

 

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, accounting, 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 and six months ended June 30, 2016 and 2015.

 

 

 

 

 

 

 

 

Geographic Information

 

Domestic service revenue, net, totaled 80.5% and 77.1% of service revenue, net for the six months ended June 30, 2016 and 2015, respectively. Foreign service revenue, net, totaled 19.5% and 22.9% of service revenue, net for the six months ended June 30, 2016 and 2015, respectively.

 

At June 30, 2016, $105,203, or 31.5%, of the Company’s net assets were located in countries outside of the US. At December 31, 2015, $108,587, or 29.5%, of the Company’s net assets were located in countries outside of the US.

  

17.    Subsequent Events

 

  

On July 27, 2016, the Company’s stockholders approved the adoption of an amended and restated 2006 Long-Term Incentive Plan which is filed as an exhibit to this report. The amendments to the 2006 Plan included an increase in the number of shares authorized for issuance under the plan by 1,000,000 shares to an aggregate of 5,400,000 shares.

 

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