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EX-31.4 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - ModivCare Incdex314.htm
EX-10.7 - NOTE PURCHASE AGREEMENT, DATED NOVEMBER 6, 2007 - ModivCare Incdex107.htm
EX-31.3 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - ModivCare Incdex313.htm
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-34221

 

 

The Providence Service Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   86-0845127
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

64 East Broadway Blvd.,

Tucson, Arizona

  85701
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code

(520) 747-6600

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share   The NASDAQ Global Select Market
Preferred Stock Purchase Rights   The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes    x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes    x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes    ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

¨ Large accelerated filer

x Accelerated filer

¨ Non-accelerated filer (Do not check if a smaller reporting company)

¨ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes    x No

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates based on the closing price for such common equity as reported on The NASDAQ Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2007) was $305 million.

As of March 12, 2008, there were outstanding 12,161,445 shares (excluding treasury shares of 612,026) of the registrant’s Common Stock, $.001 par value per share, which is the only outstanding capital stock of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 


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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”), amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 that was filed with the Securities and Exchange Commission on March 14, 2008 (the “Original Filing”). This Amendment is being filed to include Exhibit 10.7 with all exhibits thereto. Certain information included in Exhibit 10.7 is stale and such information should not be relied upon as an indication of the current financial position or expectations of the Company. The representations, warranties ,covenants and projections contained in Exhibit 10.7 were made only for purposes of that agreement and as of the specific dates set forth therein, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries of Exhibit 10.7, and should not rely on the representations, warranties, covenants and projections or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or any of its respective subsidiaries or affiliates. References in Exhibit G of Exhibit 10.7 to “Pisces” mean the Company and “Libra” mean Charter LCI Corporation, including its subsidiaries (known as “LogistiCare”). All exhibits to Exhibit 10.7 other than Exhibits E and G were previously filed as exhibits to our Form 8-K filed on November 7, 2007 and have not changed. Exhibit G contains non-GAAP financial measures and, for purposes of the filing of this Amendment, reconciliations to the most directly comparable GAAP financial measures have been included at the end of such exhibit.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.3 and 31.4. Because no financial statements are contained in this Amendment, we are not including certifications pursuant to 18 U.S.C. 1350.

Except for the inclusion of Exhibit 10.7 with all exhibits thereto in Item 15 of Part IV below, no other changes are made to the Original Filing other than updating the cover page of the Original Filing to conform with the current cover page of the Form 10-K, as adopted by the Securities and Exchange Commission, and updating the Company’s address and the registration of the Company’s preferred stock purchase rights under Section 12(b) of the Securities Exchange Act of 1934, as amended. This Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.


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TABLE OF CONTENTS

 

          Page
No.
 
PART IV   

Item 15.

   Exhibits, Financial Statement Schedules      1   

SIGNATURES

        6   


Table of Contents

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

The following consolidated financial statements are included in Item 8.

 

   

Consolidated Balance Sheets at December 31, 2007 and 2006;

 

   

Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005;

 

   

Consolidated Statements of Stockholders’ Equity at December 31, 2007, 2006 and 2005; and

 

   

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005.

(2) Financial Statement Schedules

Schedule II Valuation and Qualifying Accounts

 

     Balance at
beginning of
period
     Additions     Deductions     Balance at
end of
period
 
        Charged to
costs and
expenses
     Charged to
other
accounts
     

Year Ended December 31, 2007:

            

Allowance for doubtful accounts

   $ 5,336,864       $ 675,378       $ 980,245 (1)    $ 4,376,806 (2)    $ 2,615,681   

Deferred tax valuation allowance

     371,452         —           —          3,189        368,263   
                                          

Total

   $ 5,708,316       $ 675,378       $ 980,245      $ 4,379,995      $ 2,983,944   
                                          

Year Ended December 31, 2006:

            

Allowance for doubtful accounts

   $ 522,762       $ 4,907,979       $ —        $ 93,877 (2)    $ 5,336,864   

Deferred tax valuation allowance

     302,145         69,307         —          —          371,452   
                                          

Total

   $ 824,907       $ 4,977,286       $ —        $ 93,877      $ 5,708,316   
                                          

Year Ended December 31, 2005:

            

Allowance for doubtful accounts

   $ 220,561       $ 399,871       $ —        $ 97,670 (2)    $ 522,762   

Deferred tax valuation allowance

     302,145         —           —          —          302,145   
                                          

Total

   $ 522,706       $ 399,871       $ —        $ 97,670      $ 824,907   
                                          

 

Notes:

(1) Beginning balance for allowance for doubtful accounts for Maple Star Oregon and LogistiCare, Inc.
(2) Write-offs, net of recoveries.

All other schedules are omitted because they are not applicable or the required information is shown in our financial statements or the related notes thereto.

 

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(3) Exhibits

 

Exhibit

Number

  

Description

    2.1(1)    Purchase Agreement dated as of February 1, 2006 by and between The Providence Service Corporation and A to Z In-Home Tutoring, LLC, Scott Hines and Ann-Riley Caldwell, as amended. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providences Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    2.2(2)    Purchase Agreement dated as of April 25, 2006 by and between The Providence Service Corporation and W.D. Management, L.L.C., Tom R. Goss, Bontiea Goss, Jane A Pille, Keith F. Noble and Marilyn L. Nolan. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providences Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    2.3(3)    Asset Purchase Agreement dated as of August 4, 2006 by and between Providence Community Services, Inc., a wholly owned subsidiary of The Providence Service Corporation, and Ross Education, LLC and The Providence Service Corporation (as Guarantor). (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providences Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    2.4(4)    Share Purchase Agreement dated as of August 1, 2007 by and between The Providence Service Corporation, 0798576 B.C. Ltd., PSC of Canada Exchange Corp., WCG International Consultants Ltd., Ian Ferguson, Elizabeth Ferguson, James Rae, Robert Skene, Walrus Holdings Ltd., Darlene Bailey, John Parker, Jenco Enterprises Ltd. and Ian Ferguson, as the sellers representative. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    2.5(15)    Asset Purchase Agreement dated as of October 5, 2007 by and among Children’s Behavioral Health, Inc., Family & Children’s Services, Inc. and Mary L. White, as shareholder. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    2.6(5)    Agreement and Plan of Merger, dated as of November 6, 2007, by and among The Providence Service Corporation, Charter LCI Corporation, CLCI Agent, LLC, as Stockholders’ Representative, and PRSC Acquisition Corporation, as amended. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
    3.1(6)    Second Amended and Restated Certificate of Incorporation of The Providence Service Corporation.
    3.2(6)    Amended and Restated Bylaws of The Providence Service Corporation.

 

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    4.1(7)    Convertible Senior Subordinated Note Indenture, dated November 13, 2007, between The Providence Service Corporation and The Bank of New York Trust Company, N.A., as Trustee.
    4.2(8)    Form of Note (included as Exhibit A to the Indenture, listed as Exhibit 4.1 hereto).
+10.1(6)    The Providence Service Corporation Stock Option and Incentive Plan, as amended.
+10.2(9)    2003 Stock Option Plan, as amended.
+10.3(10)    The Providence Service Corporation 2006 Long-Term Incentive Plan.
+10.4(16)    Providence Service Corporation Deferred Compensation Plan.
  10.5(11)    Second Amended and Restated Registration Rights Agreement by and among The Providence Service Corporation, Eos Partners SBIC, L.P., Eos Partners SBIC II, L.P., Petra Mezzanine Fund, L.P., Harbinger Mezzanine Partners, L.P., Geringer Family Trust u/a June 26, 1996, Lynn C. Chalache, Jane B. Terrell and Jill MacAlister, dated as of July 30, 2003.
  10.6*    Amendments to fee for service and Risk-Based Subcontract Agreement Children Services Contract A0508 by and between Community Partnership of Southern Arizona and The Providence Service Corporation, effective as of July 1, 2005.
  10.7**    Note Purchase Agreement, dated November 6, 2007, by and among The Providence Service Corporation and the purchasers named therein.
  10.8(7)    Amendment No. 1 to Note Purchase Agreement, dated November 13, 2007, by and among The Providence Service Corporation and the Purchasers named therein.
  10.9(7)    Registration Rights Agreement, dated November 13, 2007, by and among The Providence Service Corporation and the Purchasers named therein.
  10.10(5)    Credit and Guaranty Agreement, dated as of December 7, 2007, by and among The Providence Service Corporation, CIT Healthcare LLC, Bank of America, N.A. and SunTrust Bank, ING Capital LLC and Royal Bank of Canada, the other lenders party thereto and CIT Capital Securities LLC, as sole lead arranger and bookrunner. (Certain schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
  10.11(7)    Escrow Agreement, dated November 13, 2007, by and among The Providence Service Corporation, The Bank of New York Trust Company, N.A., as Escrow Agent, and The Bank of New York Trust Company, N.A., as Trustee.
  10.12(12)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fletcher Jay McCusker.
  10.13(12)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Michael N. Deitch.

 

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  10.14(12)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fred D. Furman.
  10.15(12)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Craig A. Norris.
  10.16(5)    Employment Agreement of John Shermyen dated as of November 6, 2007.
+10.17*    Annual Incentive Compensation Plan.
+10.18*    Summary Sheet of Director Fees and Executive Officer Compensation.
  10.19(13)    Form of Restricted Stock Agreements, as amended.
  10.20(14)    Form of Stock Option Agreements.
  12.1*    Statement re Computation of Ratios of Earnings to Fixed Charges.
  21.1*    Subsidiaries of the Registrant.
  23.1*    Consent of McGladrey & Pullen, LLP.
  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.
  31.3**    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.
  31.4**    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.

 

+ Management contract or compensatory plan or arrangement.
* Previously filed with the Original Filing.
** Filed herewith.
(1) Incorporated by reference from an exhibit to the registrant’s annual report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 16, 2006.
(2) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2006.
(3) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2006.
(4) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2007.
(5) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2007.

 

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(6) Incorporated by reference from an exhibit to the registrant’s registration statement on Form S-1 (Registration No. 333-106286) filed with the Securities Exchange Commission on June 19, 2003.
(7) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2007.
(8) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2007.
(9) Incorporated by reference from an exhibit to the registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2005 filed with the Securities and Exchange Commission on August 9, 2005.
(10) Incorporated by reference from an appendix to the registrant’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2006
(11) Incorporated by reference from an exhibit to the registrant’s registration statement on Form S-1, as amended (Registration No. 333-106286) filed with the Securities and Exchange Commission on July 31, 2003.
(12) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2007.
(13) Incorporated by reference from an exhibit to the registrant’s annual report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007.
(14) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2006.
(15) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2007.
(16) Incorporated by reference from an exhibit to the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission on August 31, 2007.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE PROVIDENCE SERVICE CORPORATION

By:

  /s/ FLETCHER JAY McCUSKER
 

Fletcher Jay McCusker

Chairman of the Board, Chief Executive Officer

Dated: May 19, 2011

 

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