Note 10 - Long-term Obligations
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Long-term Debt [Text Block]
10.
Long-Term Obligations
 
          The Company’s long-term obligations were as follows:
 
 
 
 
December 31,
 
 
December 31,
 
 
 
2016
 
 
2015
 
                 
$200,000 revolving loan, LIBOR plus 2.25% - 3.25% with interest payable at least once every three months through August 2018
  $
-
    $
19,700
 
$250,000 term loan, LIBOR plus 2.25% - 3.25% with principal payable quarterly beginning March 31, 2015 and interest payable at least once every three months, repaid October 2016
   
-
     
231,250
 
$60,000 term loan, LIBOR plus 2.25% - 3.25% with principal payable quarterly beginning December 31, 2014 and interest payable at least once every three months, repaid October 2016
   
-
     
54,000
 
Capital lease obligations
   
3,611
     
-
 
     
3,611
     
304,950
 
Unamortized discount on debt
   
-
     
(4,879
)
     
3,611
     
300,071
 
Less current portion
   
1,721
     
31,375
 
Total long-term obligations, less current portion
  $
1,890
    $
268,696
 
 
 
           Unamortized discount on debt as of
December
31,
2015
includes
$3,774
of deferred financing costs related to the Company’s term loans and revolving loan. As described below, in conjunction with the Matrix Transaction, the Company permanently repaid the outstanding term loans and reduced the capacity under the revolving loan. As of
December
31,
2016,
there were
no
borrowings outstanding under the revolving loan, and thus the deferred financing costs of
$1,070
are included in Other Assets.
 
Annual maturities of capital lease obligations as of
December
 
31,
2016
are as follows:
 
 
Year
 
Amount
 
2017
  $
1,721
 
2018
   
1,763
 
2019
   
127
 
Total
  $
3,611
 
 
 
Current
Credit Facility and Impact of the Matrix Transaction
 
On
August
28,
2016,
the Company entered into the Fourth Amendment and Consent (the “Fourth Amendment”) to the Amended and Restated Credit and Guaranty Agreement (as amended, modified or supplemented, the “Credit Agreement”). The Fourth Amendment provided for the lenders’ consent to the Matrix Transaction and additionally required the net cash proceeds received by the Company be applied
first,
to the prepayment of outstanding term loans,
second,
to the prepayment of outstanding revolving loans and
third,
for any purpose not prohibited by the Credit Agreement. Additionally, effective following the repayment of the outstanding term loans in full on
October
 
20,
2016,
the Fourth Amendment further (i) reduced the aggregate revolving commitments under the Credit Agreement to
$200,000,
(ii) amended the consolidated net leverage ratio covenant such that the Company’s consolidated net leverage ratio
may
not be greater than
3.00:1.00
as of the end of any fiscal quarter, (iii) replaced the existing consolidated fixed charge coverage ratio covenant with a covenant that the Company’s consolidated interest coverage ratio
may
not be less than
3.00:1.00
as of the end of any fiscal quarter and (iv) amended the Credit Agreement to make certain other changes to the terms thereof.
 
The outstanding loans under the Credit Facility were fully paid on
October
20,
2016.
No further amounts
may
be borrowed under the term loan facility. Upon the repayment, the Company wrote-off the deferred financing fees associated with the term loans, as well as a portion of deferred financing fees associated with the Credit Facility due to the reduction of the aggregate revolving commitment. The total write-off was
$2,302
which is included in “Discontinued operations, net of tax” in the accompanying consolidated statement of income for the year ended
December
31,
2016.
 
 
The Company had no borrowings outstanding under the Credit Facility as of
December
31,
2016.
$25,000
of the Credit Facility is available to collateralize certain letters of credit. As of
December
31,
2016,
six
letters of credit in the amount of
$5,414
were outstanding. At
December
31,
2016,
the Company’s available credit under the Credit Facility was
$194,586.
 
The Company’s obligations under the Credit Facility are guaranteed by all of the Company’s present and future domestic subsidiaries, excluding certain domestic subsidiaries which include the Company’s insurance captives. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Credit Facility are secured by a
first
priority lien on substantially all of the Company’s respective assets, including a pledge of
100%
of the issued and outstanding stock of the Company’s domestic subsidiaries, excluding the Company’s insurance captives, and
65%
of the issued and outstanding stock of the Company’s
first
tier foreign subsidiaries. However, in connection with the completion of the Matrix stock subscription, Matrix was released as a guarantor of the Company’s obligations under its Credit Agreement and Matrix’s property is no longer pledged to secure such obligations.
 
Credit Facility Background
 
On
August
2,
2013,
the Company entered the Credit Agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, SunTrust Bank, as syndication agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint book managers, and other lenders party thereto. The Credit Agreement provided the Company with the Credit Facility in the aggregate principal amount of
$225,000,
comprised of a
$60,000
term loan facility and a
$165,000
revolving credit facility. The Credit Facility includes sublimits for swingline loans and letters of credit in amounts up to
$10,000
and
$25,000,
respectively. On
August
2,
2013,
the Company borrowed the entire amount available under the term loan facility and
$16,000
under the revolving credit facility and used the proceeds thereof to refinance certain of the Company’s existing indebtedness.
 
On
May
28,
2014
the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”). The First Amendment provided for, among other things, an increase in the aggregate amount of the revolving credit facility from
$165,000
to
$240,000
and other modifications in connection with the consummation of the acquisition of Ingeus.
 
On
October
23,
2014,
the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) to amend the Credit Facility to (i) add a new term loan tranche in the aggregate principal amount of up to
$250,000
to partly finance the acquisition of Matrix, (ii) provide the consent of the required lenders to consummate the acquisition of Matrix, (iii) permit incurrence of additional debt to fund the acquisition of Matrix and, (iv) add an excess cash flow mandatory prepayment provision.
 
On
September
3,
2015,
the Company entered into the Third Amendment to the Credit Agreement (the “Third Amendment”) to amend the Credit Agreement to (i) allow the lenders under the Credit Agreement to consent to the Company’s sale of the Human Services segment, provided that a minimum amount equal to
50%
of the net cash proceeds, as defined in the Credit Agreement, of the sale is applied pro rata to the prepayment of revolving loans and swingline loans under the Credit Agreement and (ii) allow the lenders to consent to the Company’s use of
50%
of the net cash proceeds of the sale to make restricted payments to repurchase common stock pursuant to a Providence stock repurchase program. The Third Amendment provided for amendments to the terms of the Credit Agreement to reflect such consents.
 
Under the Credit Agreement, as amended through the Fourth Amendment, the Company has an option to request an increase in the amount of the revolving credit facility and/or the term loan facility from time to time (on substantially the same terms as apply to the existing facilities) in an aggregate amount of up to
$75,000
with either additional commitments from lenders under the Credit Agreement at such time or new commitments from financial institutions acceptable to the administrative agent in its reasonable discretion, so long as no default or event of default exists at the time of any such increase. The Company
may
not be able to access additional funds under this option as no lender is obligated to participate in any such increase under the Credit Facility.
 
The Credit Facility matures on
August
2,
2018.
The Company
may
prepay the Credit Facility in whole or in part, at any time without premium or penalty, subject to reimbursement of the lenders’ breakage and redeployment costs in connection with prepayments of London Interbank Offered Rate, or LIBOR, loans. The unutilized portion of the commitments under the Credit Facility
may
be irrevocably reduced or terminated by the Company at any time without penalty.
 
Interest on the outstanding principal amount of the loans accrues, at the Company’s election, at a per annum rate equal to LIBOR, plus an applicable margin, or the base rate as defined in the agreement plus an applicable margin. The applicable margin ranges from
2.25%
to
3.25%
in the case of LIBOR loans and
1.25%
to
2.25%
in the case of the base rate loans, in each case, based on the Company’s consolidated leverage ratio as defined in the Credit Agreement. Interest on the loans is payable quarterly in arrears. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of each lender’s commitment under the Credit Facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under each outstanding letter of credit. The commitment fee and letter of credit fee range from
0.25%
to
0.50%
and
2.25%
to
3.25%,
respectively, in each case, based on the Company’s consolidated leverage ratio.
 
The Credit Facility also requires the Company (subject to certain exceptions as set forth in the Amended and Restated Credit Agreement) to prepay the outstanding loans in an aggregate amount equal to
100%
of the net cash proceeds received from certain asset dispositions, debt issuances, insurance and casualty awards and other extraordinary receipts.
 
The Credit Agreement contains customary affirmative and negative covenants and events of default. The negative covenants include restrictions on the Company’s ability to, among other things, incur additional indebtedness, create liens, make investments, give guarantees, pay dividends, sell assets and merge and consolidate. The Company is subject to financial covenants, including consolidated net leverage and consolidated interest coverage covenants.
 
Capital Leases
 
NET Services has
four
capital leases for information technology equipment with termination dates ranging from
January
2018
through
September
2019.
The terms of the leases are between
21
and
36
months, with interest recorded at an incremental borrowing rate of
3.28%.
At
December
31,
2016,
$4,571
represents equipment under capital leases and
$460
represents accumulated depreciation recognized on this leased equipment.