Note 21 - Discontinued Operations
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
21.
 Discontinued Operations
 
Effective
October
19,
2016,
the Company completed the Matrix Transaction. At the Closing, (i) cash consideration of
$180,614
was paid by the Subscriber to Matrix based upon an enterprise value of
$537,500
and (ii) Matrix borrowed approximately
$198,000
pursuant to a credit and guaranty agreement providing for term loans in an aggregate principal amount of
$198,000
and revolving loan commitments in an aggregate principal amount not to exceed
$10,000,
which was not drawn at the Closing. At the Closing, Matrix distributed
$381,163
to Providence, in full satisfaction of a promissory note and accumulated interest between Matrix and Providence. At the Closing, Providence made a
$5,663
capital contribution to Matrix, as described in the Subscription Agreement, as amended, based upon its pro-rata ownership of Matrix, to fund the near-term cash needs of Matrix. On the day that was
fifteen
days following the Closing Date, Providence was,
to the extent payable pursuant to the terms of the Subscription Agreement, as amended, entitled to receive from Matrix, or required to pay to Matrix, subsequent working capital adjustment payments. Providence received an initial payment of
$5,172
from Matrix in
November
2016
which is net of the capital contribution of
$5,663
described above, based upon the initial working capital calculation as described in the Subscription Agreement. Additionally, in
February
2017,
the Company received a
$75
payment from Matrix representing the final working capital adjustment payment.
 
In accordance with ASC
205
-
20,
Presentation of Financial Statements-Discontinued Operations
, a component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the Matrix stock subscription transaction resulting in the Company no longer owning a controlling interest in Matrix, and determined that those held for sale conditions for discontinued operations presentation were met during the
third
quarter of
2016.
As such, the historical financial results of Matrix, the Company’s historical HA Services segment, and the related income tax effects have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements through
October
19,
2016.
 
The Company has continuing involvement with Matrix through its retention of
46.8%
of the equity interests in Matrix, as well as through a management consulting agreement, not to exceed
ten
years. Prior to the Matrix Transaction, the Company owned
100%
of the equity interest in Matrix. Subsequent to the Matrix Transaction, the Company accounts for its investment in Matrix under the equity method of accounting. The Company’s
46.8%
share of Matrix’s losses subsequent to the Matrix Transaction, which totaled
$1,789,
is recorded as “Equity in net loss of investees” in its consolidated statement of income for the year ended
December
31,
2016.
Matrix’s pretax loss for the period of
October
19,
2016
through
December
31,
2016
totaled
$7,027
and includes
$6,367
of transaction related expenses. There have been no cash inflows or outflows from or to Matrix subsequent to the closing of the Matrix Transaction, other than the working capital adjustments discussed above, however the Company will receive management fees associated with its ongoing relationship with Matrix, of which
$185
is included in “Other receivables” in the consolidated balance sheet at
December
31,
2016.
 
On
September
3,
2015,
the Company entered into a Purchase Agreement, pursuant to which the Company agreed to sell all of the membership interests in Providence Human Services, LLC and Providence Community Services, LLC, comprising the Company’s Human Services segment, in exchange for cash proceeds of approximately
$200,000
prior to adjustments for estimated working capital, certain seller transaction costs, debt assumed by the buyer, and a
$20,099
cash payment received for the Providence Human Services cash and cash equivalents on hand at closing. The net proceeds were
$230,703,
although
$10,000
is held in an indemnity escrow and recorded within “Prepaid expenses and other” in the consolidated balance sheet at
December
31,
2016.
Proceeds include a customary working capital adjustment of
$13,246.
During the year ended
December
31,
2016,
the Company recorded additional expenses related to the Human Services segment, principally related to legal proceedings as described in Note
19,
Commitment and Contingences
, related to an indemnified legal matter.
 
Results of Operations
 
The following table summarizes the results of operations classified as discontinued operations, net of tax, for the years ended
December
31,
2016,
2015
and
2014.
The HA Services segment column in the table below for the year ended
December
31,
2016
reflects the financial results for HA Services from
January
1,
2016
through
October
19,
2016.
The HA Services segment column in the table below for the year ended
December
31,
2014
reflects the financial results for HA Services from
October
24,
2014
through
December
31,
2014.
 
 
 
Year ended December 31, 2016
 
 
 
Human Services
Segment
 
 
HA Services
Segment
 
 
Total Discontinued
Operations
 
                         
Service revenue, net
  $
-
    $
166,090
    $
166,090
 
                         
Operating expenses:
                       
Service expense
   
-
     
120,906
     
120,906
 
General and administrative expense
   
7,966
     
2,148
     
10,114
 
Depreciation and amortization
   
-
     
21,121
     
21,121
 
Total operating expenses
   
7,966
     
144,175
     
152,141
 
Operating income (loss)
   
(7,966
)    
21,915
     
13,949
 
                         
Other expenses:
                       
Write-off of deferred financing fees
   
-
     
2,302
     
2,302
 
Interest expense, net
   
-
     
9,929
     
9,929
 
Income (loss) from discontinued operations before gain on disposition and income taxes
   
(7,966
)    
9,684
     
1,718
 
Gain on disposition
   
-
     
167,895
     
167,895
 
(Provision) benefit for income taxes
   
2,401
     
(63,254
)    
(60,853
)
Discontinued operations, net of tax
  $
(5,565
)   $
114,325
    $
108,760
 
 
 
 
Year ended December 31, 2015
 
 
 
Human Services
Segment
 
 
HA Services
Segment
 
 
Total Discontinued
Operations
 
                         
Service revenue, net
  $
291,510
    $
217,436
    $
508,946
 
                         
Operating expenses:
                       
Service expense
   
264,293
     
163,211
     
427,504
 
General and administrative expense
   
14,975
     
2,630
     
17,605
 
Asset impairment charge
   
1,593
     
-
     
1,593
 
Depreciation and amortization
   
4,831
     
29,472
     
34,303
 
Total operating expenses
   
285,692
     
195,313
     
481,005
 
Operating income
   
5,818
     
22,123
     
27,941
 
                         
Other expenses:
                       
Interest expense, net
   
2,829
     
14,359
     
17,188
 
Income from discontinued operations beforegain on disposition and income taxes
   
2,989
     
7,764
     
10,753
 
Gain on disposition
   
123,129
     
-
     
123,129
 
Provision for income taxes
   
(24,318
)    
(1,693
)    
(26,011
)
Discontinued operations, net of tax
  $
101,800
    $
6,071
    $
107,871
 
 
 
 
 
Year ended December 31, 2014
 
 
 
Human Services
Segment
 
 
HA Services
Segment
 
 
Total Discontinued
Operations
 
                         
Service revenue, net
  $
344,960
    $
43,331
    $
388,291
 
                         
Operating expenses:
                       
Service expense
   
315,008
     
35,185
     
350,193
 
General and administrative expense
   
19,134
     
421
     
19,555
 
Asset impairment charge
   
6,915
     
-
     
6,915
 
Depreciation and amortization
   
6,655
     
5,619
     
12,274
 
Total operating expenses
   
347,712
     
41,225
     
388,937
 
Operating income (loss)
   
(2,752
)    
2,106
     
(646
)
                         
Other expenses:
                       
Interest expense, net
   
1,478
     
2,899
     
4,377
 
Loss from discontinued operations
   
(4,230
)    
(793
)    
(5,023
)
Benefit for income taxes
   
588
     
199
     
787
 
Discontinued operations, net of tax
  $
(3,642
)   $
(594
)   $
(4,236
)
 
Interest expense, net
 
The Company allocated interest expense, including amortization of deferred financing fees, to discontinued operations based on the portion of the debt that was required to be paid with the proceeds from the sale of the Human Services segment and the Matrix Transaction. The total allocated interest expense is included in “Interest expense, net” in the tables above. The total allocated interest expense for the years ended
December
31,
2016,
2015
and
2014
is as follows:
 
 
 
Year ended December 31,
 
 
 
2016
 
 
2015
 
 
2014
 
Human Services Segment
  $
-
    $
2,871
    $
1,519
 
HA Services Segment
   
9,939
     
14,376
     
2,904
 
Total
  $
9,939
    $
17,247
    $
4,423
 
 
The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale in the consolidated balance sheet as of
December
31,
2015:
 
 
 
December 31,
 
 
 
2015
 
         
Cash and cash equivalents
  $
5,014
 
Accounts receivable, net of allowance of $1,208
   
21,117
 
Prepaid expenses and other
   
3,094
 
Deferred tax assets
   
2,986
 
Current assets of discontinued operations held for sale
  $
32,211
 
         
Property and equipment, net
  $
11,629
 
Goodwill
   
210,071
 
Intangible assets, net
   
216,387
 
Other assets
   
3,313
 
Non-current assets of discontinued operations held for sale
  $
441,400
 
         
         
Current portion of long-term obligations
       
Accounts payable
  $
1,988
 
Accrued expenses
   
13,116
 
Reinsurance liability reserve
   
745
 
Current liabilities of discontinued operations held for sale
  $
15,849
 
         
Other long-term liabilities
  $
2,197
 
Deferred tax liabilities
   
85,071
 
Non-current liabilities of discontinued operations held for sale
  $
87,268
 
 
 
The reserve for the estimated loss under the indemnifications in connection with the sale of the Human Services segment, as described in Note
19,
Commitments and Contingencies
, is included within “Accrued expenses” on the consolidated balance sheet at
December
31,
2016.
 
Cash Flow Information
 
The following table presents depreciation, amortization, capital expenditures and significant operating noncash items of the discontinued operations for the years ended
December
31,
2016,
2015
and
2014:
 
 
 
For the year ended December 31, 2016
 
 
 
Human
Services
Segment
 
 
HA Services
Segment
 
 
Total
Discontinued
Operations
 
                         
Cash flows from discontinued operating activities:
                       
Depreciation   $
-
    $
3,661
    $
3,661
 
Amortization    
-
     
17,460
     
17,460
 
Stock based compensation    
-
     
(18
)    
(18
)
Deferred income taxes    
-
     
52,338
     
52,338
 
                         
Cash flows from discontinued investing activities:
                       
Purchase of property and equipment   $
-
    $
9,174
    $
9,174
 
 
 
 
For the year ended December 31, 2015
 
 
 
Human
Services
Segment
 
 
HA Services
Segment
 
 
Total
Discontinued
Operations
 
                         
Cash flows from discontinued operating activities:
                       
Depreciation   $
2,376
    $
3,370
    $
5,746
 
Amortization    
2,455
     
26,102
     
28,557
 
Asset impairment charge    
1,593
     
-
     
1,593
 
Stock based compensation    
7
     
108
     
115
 
Deferred income taxes    
(5,680
)    
730
     
(4,950
)
                         
Cash flows from discontinued investing activities:
                       
Purchase of property and equipment   $
2,224
    $
8,079
    $
10,303
 
 
 
 
For the year ended December 31, 2014
 
 
 
Human
Services
Segment
 
 
HA Services
Segment
 
 
Total
Discontinued
Operations
 
                         
Cash flows from discontinued operating activities:
                       
Depreciation   $
3,202
    $
608
    $
3,810
 
Amortization    
3,453
     
5,011
     
8,464
 
Asset impairment charge    
6,915
     
-
     
6,915
 
Stock based compensation    
6
     
-
     
6
 
Deferred income taxes    
(155
)    
683
     
528
 
                         
Cash flows from discontinued investing activities:
                       
Purchase of property and equipment   $
4,766
    $
2,115
    $
6,881