Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 22, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-34221 | ||
Entity Registrant Name | ModivCare Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-0845127 | ||
Entity Address, Address Line One | 4700 South Syracuse Street | ||
Entity Address, Address Line Two | Suite 440 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80237 | ||
City Area Code | 303 | ||
Local Phone Number | 728-7043 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | MODV | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 950 | ||
Entity Common Stock, Shares Outstanding | 14,190,540 | ||
Documents Incorporated by Reference | The following documents are incorporated by reference into Part III of this Annual Report on Form 10-K: the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission under cover of Schedule 14A with respect to the registrant’s 2021 Annual Meeting of Stockholders; provided, however, that if such proxy statement is not filed on or before April 30, 2021, such information will be included in an amendment to this Annual Report on Form 10-K filed on or before such date. | ||
Entity Central Index Key | 0001220754 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 183,281 | $ 61,365 |
Accounts receivable, net of allowance of $2,403 in 2020 and $5,933 in 2019 | 197,943 | 180,416 |
Other receivables | 12,674 | 3,396 |
Prepaid expenses and other current assets | 31,885 | 10,942 |
Restricted cash | 75 | 153 |
Current assets of discontinued operations | 758 | 155 |
Total current assets | 426,616 | 256,427 |
Operating lease assets | 30,928 | 20,095 |
Property and equipment, net | 27,544 | 23,243 |
Goodwill | 444,927 | 135,216 |
Intangible assets, net | 345,652 | 19,911 |
Equity investment | 137,466 | 130,869 |
Other assets | 12,780 | 11,620 |
Total assets | 1,425,913 | 597,381 |
Current liabilities: | ||
Current portion of long-term obligations | 45 | 308 |
Accounts payable | 8,464 | 9,805 |
Current portion of operating lease liabilities | 8,277 | 6,730 |
Accrued expenses and other current liabilities | 218,671 | 38,733 |
Accrued transportation costs | 79,674 | 87,063 |
Deferred revenue | 2,923 | 227 |
Self-funded insurance programs | 4,727 | 5,890 |
Current liabilities of discontinued operations | 1,971 | 1,430 |
Total current liabilities | 324,752 | 150,186 |
Long-term debt, net of deferred financing costs of $14.0 million | 485,980 | 0 |
Operating lease liabilities, less current portion | 23,437 | 14,502 |
Other long-term liabilities | 87,939 | 15,074 |
Deferred tax liabilities | 92,195 | 22,907 |
Total liabilities | 1,014,303 | 202,669 |
Commitments and contingencies (Note 22) | ||
Stockholders’ equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 19,570,598 and 18,073,763 issued and outstanding (including treasury shares) | 19 | 18 |
Additional paid-in capital | 421,318 | 351,529 |
Retained earnings | 218,414 | 183,733 |
Treasury shares, at cost, 5,287,283 and 5,088,782 shares, respectively | (228,141) | (217,688) |
Total stockholders’ equity | 411,610 | 317,592 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 1,425,913 | 597,381 |
Convertible Preferred Stock | ||
Redeemable convertible preferred stock | ||
Convertible preferred stock, net: Authorized 10,000,000 shares; $0.001 par value; 0 and 798,788 issued and outstanding; 5.5%/8.5% dividend rate | $ 0 | $ 77,120 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for credit loss | $ 2,403 | $ 5,933 |
Debt issuance costs, net | $ (14,000) | |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, par (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, outstanding (in shares) | 19,570,598 | 18,073,763 |
Common stock, shares, issued (in shares) | 19,570,598 | 18,073,763 |
Treasury stock (in shares) | 5,287,283 | 5,088,782 |
Convertible Preferred Stock | ||
Temporary equity, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Temporary equity, par (in USD per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares issued (in shares) | 0 | 798,788 |
Temporary equity, shares outstanding (in shares) | 0 | 798,788 |
Cash Dividends | Convertible Preferred Stock | ||
Convertible preferred stock, dividend rate | 5.50% | 8.50% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Service revenue, net | $ 1,368,675 | $ 1,509,944 | $ 1,384,965 |
Operating expenses: | |||
Service expense | 1,078,795 | 1,253,608 | |
General and administrative expense | 140,539 | 77,093 | |
Asset impairment charge | 0 | 0 | 14,175 |
Depreciation and amortization | 26,183 | 16,816 | 15,813 |
Total operating expenses | 1,245,517 | 1,485,212 | 1,360,689 |
Operating income | 123,158 | 24,732 | 24,276 |
Other expenses (income): | |||
Interest expense, net | 17,599 | 850 | 1,783 |
Other income | 0 | (277) | 0 |
Equity in net (income) loss of investee | (8,860) | 29,685 | 6,158 |
Gain on remeasurement of cost method investment | 0 | 0 | (6,577) |
Income (loss) from continuing operations before income taxes | 114,419 | (5,526) | 22,912 |
Provision (benefit) for income taxes | 24,805 | (573) | 4,684 |
Income (loss) from continuing operations, net of tax | 89,614 | (4,953) | 18,228 |
(Loss) income from discontinued operations, net of tax | (778) | 5,919 | (37,053) |
Net income (loss) | 88,836 | 966 | (18,825) |
Net loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | (156) |
Net income (loss) attributable to ModivCare | 88,836 | 966 | (18,981) |
Net income (loss) available to common stockholders (Note 18) | $ 32,471 | $ (3,437) | $ (25,257) |
Basic earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | $ 2.45 | $ (0.72) | $ 0.92 |
Discontinued operations (in dollars per share) | (0.06) | 0.46 | (2.87) |
Basic (loss) earnings per common share (in dollars per share) | 2.39 | (0.26) | (1.95) |
Diluted earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | 2.43 | (0.72) | 0.92 |
Discontinued operations (in dollars per share) | (0.06) | 0.46 | (2.86) |
Diluted earnings (loss) per common share (in dollars per share) | $ 2.37 | $ (0.26) | $ (1.94) |
Weighted-average number of common shares outstanding: | |||
Basic (in shares) | 13,567,323 | 12,958,713 | 12,960,837 |
Diluted (in shares) | 13,683,308 | 12,958,713 | 13,033,247 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 88,836 | $ 966 | $ (18,825) |
Net loss from discontinued operations attributable to non-controlling interest | 0 | 0 | (156) |
Net income (loss) attributable to ModivCare | 88,836 | 966 | (18,981) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments, net of tax | 0 | 0 | (4,168) |
Reclassification of translation loss realized upon sale of subsidiary and equity investment, respectively | 0 | 0 | 29,973 |
Other comprehensive income | 0 | 0 | 25,805 |
Comprehensive income | 88,836 | 966 | 6,980 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | (2,165) |
Comprehensive income attributable to ModivCare | $ 88,836 | $ 966 | $ 4,815 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In | Additional Paid-InCumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss, Net of Tax | Treasury Stock | Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2017 | 17,473,598 | 4,126,132 | ||||||||
Beginning Balance at Dec. 31, 2017 | $ 336,017 | $ 5,710 | $ 17 | $ 313,955 | $ 0 | $ 204,818 | $ 5,710 | $ (25,805) | $ (154,803) | $ (2,165) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 9,130 | 9,130 | ||||||||
Exercise of employee stock options (in shares) | 266,293 | 0 | ||||||||
Exercise of employee stock options | 11,670 | $ 1 | 11,669 | $ 0 | ||||||
Restricted stock issued (in shares) | 33,582 | 5,242 | ||||||||
Restricted stock issued | (655) | (320) | $ (335) | |||||||
Performance restricted stock issued (in shares) | 3,110 | 0 | ||||||||
Performance restricted stock issued | (109) | (109) | $ 0 | |||||||
Shares issued for bonus settlement and director stipends (in shares) | 4,193 | |||||||||
Shares issued for bonus settlement and director stipends | 150 | 150 | ||||||||
Stock repurchase plan (in shares) | 838,719 | |||||||||
Stock repurchase plan | (55,753) | $ (55,753) | ||||||||
Conversion of convertible preferred stock to common stock (in shares) | 3,993 | |||||||||
Conversion of convertible preferred stock to common stock | 154 | 161 | (7) | |||||||
Foreign currency translation adjustments, net of tax | (2,329) | (4,168) | 1,839 | |||||||
Reclassification of translation loss realized upon sale of equity investments | 29,973 | 29,973 | ||||||||
Convertible preferred stock dividends | (4,413) | (4,413) | ||||||||
Noncontrolling interest | 326 | 0 | 326 | |||||||
Other | 108 | 108 | 0 | |||||||
Net income (loss) attributable to parent | (18,981) | (18,981) | ||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 17,784,769 | 4,970,093 | ||||||||
Ending Balance at Dec. 31, 2018 | 310,998 | $ 18 | 334,744 | 187,127 | 0 | $ (210,891) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 5,260 | 5,260 | ||||||||
Deferred stock units (DSUs) (in shares) | 4,803 | |||||||||
Deferred stock units (DSUs) | 156 | 156 | ||||||||
Exercise of employee stock options (in shares) | 219,054 | |||||||||
Exercise of employee stock options | 10,986 | $ 0 | 10,986 | |||||||
Restricted stock issued (in shares) | 55,530 | 13,268 | ||||||||
Restricted stock issued | (852) | (43) | $ (809) | |||||||
Shares issued for bonus settlement and director stipends (in shares) | 2,542 | |||||||||
Shares issued for bonus settlement and director stipends | $ 154 | 154 | ||||||||
Stock repurchase plan (in shares) | 100,000 | 105,421 | ||||||||
Stock repurchase plan | $ (5,988) | $ (5,988) | ||||||||
Conversion of convertible preferred stock to common stock (in shares) | 7,065 | |||||||||
Conversion of convertible preferred stock to common stock | 315 | 272 | 43 | |||||||
Reclassification of translation loss realized upon sale of equity investments | 0 | |||||||||
Convertible preferred stock dividends | (4,403) | (4,403) | ||||||||
Net income (loss) attributable to parent | 966 | 966 | ||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 18,073,763 | 5,088,782 | ||||||||
Ending Balance at Dec. 31, 2019 | 317,592 | $ 18 | 351,529 | 183,733 | 0 | $ (217,688) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 3,776 | 3,776 | ||||||||
Exercise of employee stock options (in shares) | 372,478 | 0 | ||||||||
Exercise of employee stock options | 25,413 | $ 0 | 25,413 | $ 0 | ||||||
Restricted stock issued (in shares) | 108,907 | |||||||||
Restricted stock issued | 0 | |||||||||
Performance restricted stock issued (in shares) | 0 | 2,824 | ||||||||
Performance restricted stock issued | (267) | 0 | $ (267) | |||||||
Shares issued for bonus settlement and director stipends (in shares) | 7,044 | |||||||||
Shares issued for bonus settlement and director stipends | $ 154 | 154 | ||||||||
Stock repurchase plan (in shares) | 200,000 | 195,677 | ||||||||
Stock repurchase plan | $ (10,186) | $ (10,186) | ||||||||
Conversion of convertible preferred stock to common stock (in shares) | 82,839 | |||||||||
Conversion of convertible preferred stock to common stock | (2,804) | $ 0 | 3,191 | (5,995) | ||||||
Reclassification of translation loss realized upon sale of equity investments | 0 | |||||||||
Conversion of convertible preferred stock to common stock pursuant to Conversion Agreement (in shares) | 925,567 | |||||||||
Conversion of convertible preferred stock to common stock pursuant to Conversion Agreement | (8,916) | $ 1 | 37,255 | (46,172) | ||||||
Convertible preferred stock dividends | (1,988) | (1,988) | ||||||||
Net income (loss) attributable to parent | 88,836 | 88,836 | ||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 19,570,598 | 5,287,283 | ||||||||
Ending Balance at Dec. 31, 2020 | $ 411,610 | $ 19 | $ 421,318 | $ 218,414 | $ 0 | $ (228,141) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net income (loss) | $ 88,836 | $ 966 | $ (18,825) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 9,488 | 10,582 | 18,769 |
Amortization | 16,694 | 6,234 | 8,908 |
Provision for doubtful accounts | (3,530) | 4,078 | 6,062 |
Stock-based compensation | 3,930 | 5,414 | 8,993 |
Deferred income taxes | 11,919 | 71 | (545) |
Amortization of deferred financing costs and debt discount | 921 | 293 | 512 |
Asset impairment charge | 0 | 0 | 23,378 |
Equity in net (income) loss of investee | (8,860) | 29,685 | 6,072 |
Reduction of right of use assets | 9,238 | 10,133 | 0 |
Loss on sale of business | 0 | 0 | 53,692 |
Gain on remeasurement of cost method investment | 0 | 0 | (6,577) |
Deferred income taxes and income taxes receivable on sale of business | 0 | 0 | (51,861) |
Other non-cash credits | 0 | 0 | (353) |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable and other receivables | 55,885 | (29,928) | (30,997) |
Prepaid expenses and other | (12,609) | (9,502) | 14,253 |
Self-funded insurance programs | 2,056 | 809 | (2,743) |
Accounts payable and accrued expenses | 126,415 | (4,144) | (21,799) |
Income taxes from sale of business | (10,273) | 30,822 | 0 |
Accrued transportation costs | (7,389) | 2,175 | 1,301 |
Deferred revenue | (176) | (1,298) | (1,975) |
Other long-term liabilities | 65,890 | 4,550 | 1,634 |
Net cash provided by operating activities | 348,435 | 60,940 | 7,899 |
Investing activities | |||
Purchase of property and equipment | (12,150) | (10,858) | (17,521) |
Acquisitions, net of cash acquired | (622,862) | 0 | (43,711) |
Dispositions or sale of business, net of cash sold | 0 | 0 | 12,780 |
Proceeds from note receivable | 0 | 0 | 3,130 |
Net cash used in investing activities | (635,012) | (10,858) | (45,322) |
Financing activities | |||
Proceeds from debt | 737,000 | 12,000 | 42,000 |
Repayment of debt | (237,000) | (12,000) | (42,000) |
Preferred stock redemption payment | (88,771) | 0 | 0 |
Preferred stock dividends | (1,987) | (4,403) | (4,413) |
Repurchase of common stock, for treasury | (10,186) | (6,797) | (56,088) |
Proceeds from common stock issued pursuant to stock option exercise | 25,413 | 11,142 | 12,413 |
Restricted stock surrendered for employee tax payment | (267) | 0 | 0 |
Other financing activities | (15,942) | (718) | (3,467) |
Net cash provided by (used in) financing activities | 408,260 | (776) | (51,555) |
Effect of exchange rate changes on cash | 0 | 0 | (261) |
Net change in cash, cash equivalents and restricted cash | 121,683 | 49,306 | (89,239) |
Cash, cash equivalents and restricted cash at beginning of period | 61,673 | 12,367 | 101,606 |
Cash, cash equivalents and restricted cash at end of period | 183,356 | 61,673 | 12,367 |
Supplemental cash flow information | |||
Cash included in current assets of discontinued operations held for sale | 302 | 155 | 2,321 |
Cash paid for interest | 2,192 | 1,261 | 1,162 |
Cash paid (received) for income taxes | 21,766 | (30,037) | 12,054 |
Purchase of equipment through capital lease obligation | 0 | 0 | 724 |
Acquisitions: | |||
Purchase price | 644,044 | 0 | 54,700 |
Less: | |||
Cash acquired | (21,182) | 0 | (1,302) |
Restricted cash acquired | 0 | 0 | (110) |
Value of existing ownership in Circulation | 0 | 0 | (9,577) |
Acquisitions, net of cash acquired | $ 622,862 | $ 0 | $ 43,711 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of Business ModivCare Inc. (formerly The Providence Service Corporation), a technology-enabled, healthcare company with a purpose of making connections to care, is the nation’s largest manager of NEMT programs for state governments and managed care organizations, or MCOs, and is also a leading in-home personal care services provider in the seven states where it provides those services. Its in-home personal care services include placements of non-medical personal care assistants, home health aides and skilled nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting, including senior citizens and disabled adults. ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand and which we refer to as “Matrix”. Matrix provides nationwide a broad array of assessment and care management services that improve health outcomes for individuals and financial performance for health plans. Matrix maintains a national network of community-based clinicians who deliver in-home and on-site services, and a fleet of mobile health clinics that provide community-based care with advanced diagnostic capabilities and enhanced care options. Matrix also provides an employee health and wellness solution that is focused on improving employee health with worksite solutions that reinforce business resilience and safe return-to-work outcomes. 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. References to GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company accounts for its investment in Matrix using the equity method, as the Company does not control the decision-making process or business management practices of Matrix. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on the management of Matrix to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from Matrix’s independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by Matrix that would have a material effect on the Company’s consolidated financial statements. See Note 7, Equity Investment , for further information. Discontinued Operations During the periods presented, the Company completed the following transactions, which resulted in the presentation of the related operations as Discontinued Operations. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements Principles of Consolidation The accompanying consolidated financial statements include ModivCare Inc., its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts. Accounting Estimates The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; loss reserves for reinsurance and self-funded insurance programs; and stock-based compensation. Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less. Investments in cash equivalents are carried at cost, which approximates fair value. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of the federally insured limits. Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected. The Company regularly evaluates its accounts receivables, especially receivables that are past due, and reassesses its allowance for doubtful accounts based on identified customer collection issues. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect. The Company’s bad debt expense from continuing operations for the years ended December 31, 2020, 2019 and 2018 was $0.6 million, $3.2 million and $0.3 million, respectively. Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations, with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Acquisitions, for further discussion of the Company’s acquisitions. Property and Equipment Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset to the Company. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense. Recoverability of Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , the Company reviews goodwill for impairment annually, or more frequently if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform our annual goodwill impairment test as of December 31. First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value. The fair value of the Company's reporting units is estimated using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit. Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 3 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment , the Company reviews the carrying value of long-lived assets or groups of assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset or group of assets is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or group of assets or significant declines in the observable market value of an asset or group of assets. The presence or occurrence of those events indicates that an asset or group of assets may be impaired. In those cases, the Company assesses the recoverability of an asset or group of assets by determining whether the carrying value of the asset or group of assets exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or the primary asset in the group of assets. If such testing indicates the carrying value of the asset or group of assets is not recoverable, the Company estimates the fair value of the asset or group of assets using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets or groups of assets is less than carrying value, the Company records an impairment loss equal to the excess of the carrying value over the estimated fair value. Accrued Transportation Costs The Company generally contracts with third-party providers to provide transportation. The cost of transportation is recorded in the month the services are rendered, based upon contractual rates and mileage estimates. Transportation providers provide invoices once the trip is completed. Any trips that have not been invoiced require an accrual, based upon the expected cost as well as an estimate for cancellations, as the Company is generally only obligated to pay the transportation provider for completed trips. These estimates are based upon the historical trend associated with each contract’s population and the transportation provider network servicing the program. There may be differences between actual invoiced amounts and estimated costs, and any resulting adjustments are included in expense. Accrued transportation costs were $79.7 million and $87.1 million at December 31, 2020 and 2019, respectively. Deferred Financing Costs and Debt Discounts The Company capitalizes direct expenses incurred in connection with its credit facilities and other borrowings, and amortizes such expenses over the life of the respective credit facility or other borrowings. Fees charged by lenders on the revolving facility and all fees charged by third parties are recorded as deferred financing costs and fees charged by lenders on term loans are recorded as a debt discount. Deferred financing costs for the revolving loan, net of amortization, totaling $1.5 million as of December 31, 2020 are included in “Prepaid expenses and other” on the consolidated balance sheets. Deferred financing costs for the revolving loan were an immaterial amount for the year ended December 31, 2019. Deferred financing costs for the $500.0 million senior unsecured notes of $14.0 million are netted against the carrying balance of the long-term debt on the consolidated balance sheet as of December 31, 2020. Revenue Recognition The Company recognizes revenue as it transfers control of promised services to its customers. The Company generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time. The Company's service revenues consist primarily of capitated revenues, including revenues attributable to capitated contracts with health plans and, to a lesser extent, revenues based on a fee-for-service ("FFS") structure where revenue represents revenue earned under contracts in which we will collect a specified amount. See further information in Note 5, Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 introduced FASB Accounting Standards Codification Topic 606 (“ASC 606”), which replaced historical revenue recognition guidance and was intended to improve and converge with international standards the financial reporting requirements for revenue from contracts with customers. The core principle of ASC 606 was that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASC 606 also required additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 allowed for adoption either on a full retrospective basis to each prior reporting period presented or on a modified retrospective basis with the cumulative effect of initially applying the new guidance recognized at the date of initial application. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method for contracts that were not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. These impacts were related to our WD Services segment, which has since met the criteria for classification as discontinued operations. Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2018 were as follows (in thousands): Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Current assets of discontinued operations $ 104,024 $ 11,182 $ 115,206 Liabilities Current liabilities of discontinued operations 61,643 5,442 67,085 Noncurrent liabilities of discontinued operations 7,565 30 7,595 Equity Retained earnings, net of tax 204,818 5,710 210,528 Stock-Based Compensation The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value. • The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of restricted stock awards or units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period. • The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the cumulative compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date. • Performance-based RSUs vest upon achievement of certain company specific performance conditions. On the date of grant, the Company determines the fair value of the performance-based award using the fair value of the Company’s Common Stock at that time and assesses whether it is probable that the performance targets will be achieved. If assessed as probable, the Company records compensation expense for these awards over the requisite service period. At each reporting period, the Company reassesses the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. Income Taxes Deferred income taxes are determined by the asset and liability method in accordance with ASC Topic 740 - Income Taxes . Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The net amount of deferred tax liabilities and assets, net of the valuation allowance, is presented as noncurrent in the Company's consolidated balance sheets. Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company has recorded a valuation allowance which includes amounts for certain carryforwards and deferred tax assets, as more fully described in Note 21, Income Taxes, for which the Company has concluded that it is more likely than not that these carryforwards and deferred tax assets will not be realized in the ordinary course of operations. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements. On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted. See Note 21, Income Taxes , for a discussion of the impact on the Company from these acts. Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under reinsurance programs primarily through the Company’s wholly-owned subsidiary, Social Services Providers Captive Insurance Company (“SPCIC”), a licensed captive insurance company domiciled in the State of Arizona. As of May 16, 2017, SPCIC did not renew the expiring reinsurance policies. SPCIC will continue to resolve claims under the historical policy years. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to historical automobile, general and professional and workers’ compensation liability reinsurance policies, including the estimated losses in excess of SPCIC’s insurance limits, which would be reimbursed to SPCIC to the extent such losses were incurred. As of December 31, 2020 and 2019, the Company had reserves of $6.3 million and $4.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies, net of expected receivables for losses in excess of SPCIC’s historical insurance limits. The gross reserve as of December 31, 2020 and 2019 of $8.0 million and $12.8 million, respectively, is classified as “Self-funded insurance programs" and “Other long-term liabilities” in the consolidated balance sheets. The estimated amount to be reimbursed to SPCIC as of December 31, 2020 and 2019 was $1.7 million and $8.5 million, respectively, and is classified as “Other receivables” and “Other assets” in the consolidated balance sheets. The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $0.3 million per person, subject to an aggregating stop-loss limit of $0.4 million. In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2020 and 2019, the Company had $2.0 million and $1.9 million, respectively, in reserves for its self-funded health insurance programs. The reserves are classified as “Self-funded insurance programs” in the consolidated balance sheets. The Company utilizes analyses prepared by third-party administrators and independent actuaries based on historical claims information with respect to the general and professional liability coverage, workers’ compensation coverage, automobile liability, automobile physical damage, and health insurance coverage to determine the amount of required reserves. The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. Discontinued Operations In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. See Note 24, Discontinued Operations, for a summary of discontinued operations related to prior years. Earnings (Loss) Per Share The Company computes basic earnings (loss) per share by taking net income (loss) attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 18, Earnings Per Share . Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the year ended December 31, 2020: In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). The amendments in ASU 2016-13 superseded much of the existing guidance for reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The amendments in ASU 2016-13 affected loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted ASU 2016-13 on January 1, 2020. This guidance did not have a material impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which removed, modified, and added additional disclosures related to fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company elected to apply the prospective transition approach and therefore applied the transition requirements to any eligible costs incurred after adoption. The Company adopted ASU 2018-15 on January 1, 2020. The Company has not incurred any material implementation costs associated with new service contracts since the date of adoption. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2020-02"). ASU 2020-02 provides interpretive guidance on methodologies and supporting documentation for measuring credit losses, with a focus on the documentation the SEC would normally expect registrants engaged in lending transactions to prepare and maintain to support estimates of current expected credit losses for loan transactions. The Company adopted ASU 2020-02 on February 6, 2020, as the ASU was effective upon issuance. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments ("ASU 2020-03") to make improvements to ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). Public business entities that meet the definition of an SEC filer, excluding eligible smaller reporting companies as defined by the SEC, should adopt ASU 2020-03 during 2020. The Company adopted ASU 2020-03 on April 1, 2020. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. Recent accounting pronouncements that the Company has yet to adopt are as follows: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The ASU removes certain exceptions to the general principles in ASC 740, Income Taxes, and also clarifies and amends existing guidance to improve consistent application. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect a material impact to the financial statements upon adoption. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"), to clarify the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. ASU 2020-01 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the impact ASU 2020-01 will have on its consolidated financial statements or disclosures; however, does not expect the adoption to have a material impact. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04") which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The relief granted in ASC 848, Reference Rate Reform ("ASC 848"), is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. The provisions of ASC 848 must be applied for all transactions other than derivatives, which may be applied at a hedging relationship level. Entities may apply the provisions as of the beginning of the reporting period when the election is made (i.e. as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact ASU 2020-04 will have on its consolidated financial statements or disclosures; however, does not expect the adoption to have a material impact. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06") which addresses the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The update limits the accounting models for convertible instruments resulting in fewer embedded conversion features being separately recognized from the host contract. Specifically, ASU 2020-06 removes from GAAP the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. The Company is currently evaluating the impact ASU 2020-06 will have on its consolidated financial statements or disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Simplura Health Group On November 18, 2020 the Company completed its previously announced acquisition of Simplura Health Group (“Simplura”). Simplura was a nonpublic entity that specializes in home care services offering placements of personal care assistants, home health aides, and skilled nurses for senior citizens, disabled adults and other high-needs patients. Simplura operates from its headquarters in Valley Stream, New York, with approximately 57 branches across seven states, including in several of the nation’s largest home care markets. The acquisition of Simplura adds a higher-margin business in non-medical personal care—a large, rapidly growing sector of healthcare that compliments the NEMT segment. The stock transaction was accounted for in accordance with ASC 805, Business Combination where a wholly-owned subsidiary of ModivCare Inc., acquired 100 percent of the voting stock of Simplura for $545.2 million which represents a purchase price of $566.4 million less $21.2 million of cash that was acquired. The following is a preliminary estimate, as a result of certain items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of November 17, 2020 (in thousands): Cash $ 21,182 Accounts receivable (1) 69,882 Prepaid expenses and other (2) 9,089 Property and equipment (3) 1,640 Intangible assets (4) 264,770 Operating right of use asset (5) 11,725 Goodwill (6) 309,711 Other assets (7) 4,561 Accounts payable and accrued liabilities (8) (46,043) Accrued expense (8) (2,564) Deferred revenue (8) (2,871) Deferred acquisition payments (9) (4,046) Deferred acquisition note payable (8) (1,050) Operating lease liabilities (5) (11,725) Deferred tax liabilities (10) (57,883) Total of assets acquired and liabilities assumed $ 566,378 The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Upon finalization of the preliminary items noted below there may be related adjustments to goodwill and income taxes. All items are expected to be finalized by the second quarter of 2021. (1) Management has valued accounts receivables based on the estimated future collectability of the receivables portfolio. This estimate is preliminary as the Company's evaluation of the collectability of receivables is ongoing. (2) Given the short-term nature of the balance of prepaid expenses carrying value represents the fair value. (3) The acquired property and equipment consists primarily of leasehold improvements, furniture and fixtures, and vehicles. The fair value of the property and equipment was determined based upon the best and highest use of the property with final values determined using cost and comparable sales methods. (4) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 15 years $ 221,000 Trademarks and trade names Amortizable 10 years 43,000 Licenses Not Amortizable Indefinite 770 $ 264,770 The Company valued trademarks/names utilizing the relief of royalty method and payor network utilizing the multi-period excess earnings method, a form of the income approach. These estimates are preliminary as the Company continues to evaluate inputs and assumptions used in arriving at the fair value of the intangible assets. (5) The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) was based on current market rates available to the Company. This assessment is preliminary as of the date of our filing and will be finalized with final purchase accounting. (6) The acquisition preliminarily resulted in $309.7 million of goodwill as a result of expected synergies due to value-based care and solutions being provided to similar patient populations that partner with many of the same payor groups. None of the acquired goodwill is deductible for tax purposes. (7) Included in Other assets are indemnification guarantees with a value of $3.9 million, obtained in conjunction with the acquisition of Simplura to cover certain acquired liabilities totaling approximately $3.9 million. (8) Accounts payable as well as certain other current and non-current assets and liabilities are stated at fair value as of the acquisition date. (9) Deferred acquisition payments are associated with historical acquisitions by the Simplura Health Group. (10) Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 21, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. Assuming Simplura had been acquired as of January 1, 2019, and the results of Simplura had been included in operations beginning on January 1, 2019, the following tables provide estimated unaudited pro forma results of operations for the years ended December 31, 2020 and 2019 (in thousands except earnings per share). The estimated pro forma net income adjusts for the effect of fair value adjustments related to the acquisition, transaction costs and other non-recurring costs directly attributable to the transaction and the impact of the additional debt to finance the acquisition. Year Ended December 31, 2020 2019 Proforma: Revenue $ 1,775,428 $ 1,977,156 Income (loss) from continuing operations, net 59,384 (16,946) Diluted earnings (loss) per share 0.05 (1.65) Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated or the future operating results. The supplemental proforma earnings were adjusted to exclude the impact of Simplura's historical interest expense of $23.5 million and $28.0 million for 2020 and 2019, respectively. Additionally the earnings were adjusted to remove the impact of the financing for the acquisition through $486.0 million of long-term debt incurred in the form of senior unsecured notes, net of $14.0 million deferred financing fees, and borrowing of $75.0 million under the existing credit agreement. These adjustments increase the earnings by $26.6 million and $35.0 million for 2020 and 2019, respectively. Acquisition-related costs were expensed as incurred and the Company recorded transaction costs that are expensed in selling, general and administrative expenses during the year ended December 31, 2020 of approximately $10.5 million. Transaction expenses consisted of professional fees for advisory, consulting and underwriting services as well as other incremental costs directly related to the acquisition. For the period subsequent to the acquisition date included in the results of operations for the year ended December 31, 2020, Simplura had net revenue of $54.0 million and a net income of $1.4 million. NMT On May 6, 2020, ModivCare entered into an equity purchase agreement with the Seller and National MedTrans, LLC ("NMT"), acquiring all of the outstanding capital stock. NMT was acquired for total consideration of $80.0 million less certain adjustments, in an all cash transaction. The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations . The Company incurred transaction costs for the acquisition of $0.8 million during the year ended December 31, 2020. These costs were capitalized as a component of the purchase price. The consideration paid for the acquisition is as follows (in thousands): Value Consideration paid $ 80,000 Transaction costs 774 Restricted cash received (3,109) Net consideration $ 77,665 Restricted cash acquired was related to a security reserve for a contract and is presented in other current assets in our consolidated balance sheet as of December 31, 2020. No liabilities were assumed. The fair value allocation of the net consideration is as follows (in thousands, except useful lives): Type Useful Life Value Payor relationships Amortizable 6 years $ 75,514 Trade names and trademarks Amortizable 3 years 2,151 $ 77,665 Circulation During 2017, the Company made an equity investment in Circulation, which was accounted for as a cost method investment. On September 21, 2018, the Company, acquired all of the outstanding equity of Circulation, which offers a full suite of logistics solutions to manage non-emergency transportation across all areas of healthcare, powered by its HIPAA-compliant digital platform. Circulation enables administration of transportation benefits, proactively monitors for fraud, waste and abuse, and integrates all transportation capabilities (e.g. outsourced transportation, owned fleets, and other medical logistics services), while emphasizing patient convenience and satisfaction. Circulation’s proprietary platform simplifies ordering, improves reliability and efficiency, and reduces transportation spend. The Company believes the acquisition advances the Company's central mission of reducing transportation as a barrier to healthcare and will help deliver a differentiated user experience and provide a core technology and analytics platform that better positions the Company for growth. The purchase price was comprised of cash consideration of $45.1 million paid to Circulation’s equity holders (including holders of vested Circulation stock options), other than ModivCare. Per the terms of the Agreement and Plan of Merger (the “merger agreement”), dated as of September 14, 2018, by and among the Company, Catapult Merger Sub, a wholly-owned subsidiary of the Company (“Merger Sub”), Circulation and Fortis Advisors LLC, as the representative of Circulation’s equity holders, ModivCare assumed certain unvested Circulation stock options under similar terms and conditions to the existing option awards previously issued by Circulation. The merger agreement also required $1.0 million to be paid three years after the closing date of the transaction to each of the two co-founders of Circulation subject to their continued employment or provision of consulting services to the Company. This requirement was reduced in 2019 to one co-founder of Circulation as the other co-founder is no longer with the Company. The value of the options assumed and co-founder hold back is accounted for as compensation, over the relevant vesting period, as such amounts are tied to future service conditions. The Company’s initial investment in Circulation was $3.0 million in July 2017 to acquire a minority interest. As a result of the transactions pursuant to the merger agreement, the fair value of this pre-acquisition interest increased to $9.6 million, and thus the Company recognized a gain of $6.6 million. This gain was recorded as “Gain on remeasurement of cost method investment” on the Company’s consolidated statement of operations for the year ended December 31, 2018. The Company determined the fair value of its pre-acquisition equity interest by multiplying the number of shares it held in Circulation pre-acquisition by the per-share consideration validated by reference to the total merger consideration agreed to with other unrelated equity holders in Circulation. The Company incurred acquisition and related costs for this acquisition of $1.7 million during the year ended December 31, 2018. These expenses were primarily included in general and administrative expenses in the consolidated statements of operations. The purchase price of Circulation was calculated as follows (in thousands): Cash purchase of common stock $ 45,123 ModivCare’s acquisition date fair value equity interest in Circulation 9,577 Total consideration $ 54,700 The table below presents Circulation’s net assets at the date of acquisition based upon the final estimate of respective fair values (in thousands): Cash $ 1,302 Accounts receivable 996 Other assets 216 Property and equipment 49 Intangibles 15,700 Goodwill 40,001 Deferred taxes, net (2,199) Accounts payable and accrued liabilities (1,244) Deferred revenue (69) Other non-current liabilities (52) Total of assets acquired and liabilities assumed $ 54,700 None of the acquired goodwill is deductible for tax purposes. The fair value of intangible assets was as follows (in thousands, except useful lives): Type Useful Life Value Customer relationships Amortizable 3 years $ 1,400 Trademarks and trade names Amortizable 3 years 200 Developed technology Amortizable 5 years 14,100 $ 15,700 The amounts of Circulation’s revenue and net income included in the Company’s consolidated statement of operations for the year ended December 31, 2018, and the unaudited pro forma revenue and net (loss) income attributable to ModivCare of the combined entity had the acquisition date been January 1, 2017, were (in thousands): Year Ended December 31, 2018 Actual Circulation: Revenue $ 2,205 Net loss $ (2,108) Year Ended December 31, 2018 2017 Pro forma: Revenue $ 1,388,203 $ 1,319,195 Net (loss) income attributable to ModivCare (21,541) 49,097 Diluted (loss) earnings per share $ (2.11) $ 2.85 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments | Segments On November 18, 2020, the Company acquired Simplura Health Group, which operates as a home personal care service provider. As a result, at December 31, 2020, the Company’s chief operating decision maker reviews financial performance and allocates resources based on three segments as follows: • NEMT - which operates primarily under the brands ModivCare Solutions, LLC, and Circulation, is the largest manager of NEMT programs for state governments and MCOs in the U.S and includes the Company’s activities for executive, accounting, finance, internal audit, tax, legal, certain strategic and development functions and the Company’s insurance captive. • Personal Care - which consists of Simplura Health Group, and provides non-medical home care to Medicaid patient populations, including seniors and disabled adults, in need of care monitoring and assistance performing activities of daily living. • Matrix Investment - which consists of a minority investment in Matrix, provides a broad array of assessment and care management services that improve health outcomes for individuals and financial performance for health plans. Matrix’s national network of community-based clinicians deliver in-home services while its fleet of mobile health clinics provide community-based care with advance diagnostic capabilities. The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 NEMT Matrix Personal Care Total Service revenue, net $ 1,314,705 $ — $ 53,970 $ 1,368,675 Service expense 1,036,288 — 42,507 1,078,795 General and administrative expense 133,212 — 7,327 140,539 Depreciation and amortization 24,516 — 1,667 26,183 Operating income $ 120,689 $ — $ 2,469 $ 123,158 Equity in net (income) loss of investee $ — $ (8,860) $ — $ (8,860) Equity investment $ — $ 137,466 $ — $ 137,466 Goodwill $ 135,216 $ — $ 309,711 $ 444,927 Total assets $ 594,952 $ 137,466 $ 693,495 $ 1,425,913 Year Ended December 31, 2019 NEMT Matrix Investment Total Service revenue, net $ 1,509,944 $ — $ 1,509,944 Service expense 1,401,152 — 1,401,152 General and administrative expense 67,244 — 67,244 Depreciation and amortization 16,816 — 16,816 Operating income $ 24,732 $ — $ 24,732 Equity in net loss of investee $ — $ 29,685 $ 29,685 Equity investment $ — $ 130,869 $ 130,869 Goodwill $ 135,216 $ — $ 135,216 Total assets $ 466,357 $ 130,869 $ 597,226 Year Ended December 31, 2018 NEMT Matrix Investment Total Service revenue, net $ 1,384,965 $ — $ 1,384,965 Service expense 1,253,608 — 1,253,608 General and administrative expense 77,093 — 77,093 Asset impairment charge 14,175 — 14,175 Depreciation and amortization 15,813 — 15,813 Operating income $ 24,276 $ — $ 24,276 Equity in net income of investee $ — $ 6,158 $ 6,158 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company recognizes revenue as it transfers control of promised services to its customers and generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time. Capitation structure Under capitation, payors pay a fixed amount per enrolled member. For capitated contracts we assume the responsibility of meeting the covered healthcare related transportation requirements based on per-member per-month fees for the number of members in the customer’s program. Revenue is recognized based on the population served during the period. Under certain capitated contracts known as reconciliation contracts, partial payment is received as a prepayment during the month service is provided. These prepayments are periodically reconciled to actual utilization and costs and may result in refunds to the customer, or additional payments due from the customer. Other capitated contracts known as risk corridor contacts, allow for profit within a certain corridor and once we reach the maximum profit level we discontinue recognizing revenue and instead record a liability within the Reconciliation Contract Payable account, to return back to the customer upon reconciliation at a later date. Capitation rates are generally based on local costs and average utilization of services. Because Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual enrollee, providers with higher acuity enrollees receive more, and those with lower acuity enrollees receive less, capitation that can be allocated to service providers. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. Fee-for-service structure Fee-for-service ("FFS") revenue represents revenue earned under contracts in which we bill and collect a specified amount for each services that we provide. FFS revenue is recognized in the period in which the services are rendered and is reduced by the estimated impact of contractual allowances and policy discounts in the case of third-party payors. Customer Information Of the NEMT Segment’s consolidated revenue, 9.5%, 12.7% and 12.6% was derived from one U.S. state Medicaid program for the years ended December 31, 2020, 2019 and 2018, respectively. In addition, substantially all of the Company’s revenues are generated from domestic governmental agencies or entities that contract with governmental agencies. Disaggregation of Revenue The following table summarizes disaggregated revenue from contracts with customers for the years ended December 31, 2020 and 2019 by contract type (in thousands): Year Ended December 31, 2020 2019 State Medicaid and Medicare agency contracts $ 670,082 $ 736,030 Managed care organization contracts 698,593 773,914 Total Service revenue, net $ 1,368,675 $ 1,509,944 Capitated contracts $ 1,132,929 $ 1,277,241 Non-capitated contracts 235,746 232,703 Total Service revenue, net $ 1,368,675 $ 1,509,944 The table above includes $54.0 million of revenue for the year ended December 31, 2020 related to the Personal Care Segment through the acquisition of Simplura. Simplura's revenue is non-capitated and approximately 40% is generated from state Medicaid and Medicare agency contracts, while the other 60% is generated from MCO and other private pay contracts. During the years ended December 31, 2020 and 2019, the Company recognized a reduction of $2.1 million and an increase of $10.8 million, respectively, from contractual adjustments relating to performance obligations satisfied in previous periods to which the customer agreed. Related Balance Sheet Accounts The following table provides information about accounts receivable, net as of December 31, 2020 and 2019, inclusive of a reconciliation contract receivable, which is a receivable balance from reconciliation type contracts and risk corridor contracts (in thousands): December 31, 2020 December 31, 2019 Accounts receivable $ 164,622 $ 124,868 Reconciliation contract receivable 35,724 61,481 Allowance for doubtful accounts (2,403) (5,933) Accounts receivable, net $ 197,943 $ 180,416 The following table provides information about other accounts included on the accompanying consolidated balance sheets inclusive of a reconciliation contract payable, which is a payable balance from reconciliation type contracts and risk corridor contracts (in thousands): December 31, 2020 December 31, 2019 Reconciliation Contract Payable, included in “ accrued expenses ” $ 101,705 $ 15,706 Reconciliation Contract Payable, included in "other long-term liabilities" 72,183 — Deferred revenue, current 2,923 227 Deferred revenue, long-term, included in “ other long-term liabilities ” 566 758 During the years ended December 31, 2020 and 2019, $0.4 million and $0.5 million of deferred revenue, respectively, was recognized. Practical Expedients, Exemptions and Other Matters We do not incur significant sales commission expenses; however, those expenses that are incurred are expensed as incurred within general and administrative expense in the consolidated statements of operations. The Company generally expects the period of time from when it transfers a promised service to a customer and when the customer pays for the service to be one year or less, and thus we do not have a significant financing component within our contracts with customers. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 183,281 $ 61,520 Restricted cash, current 75 153 Cash, cash equivalents and restricted cash $ 183,356 $ 61,673 |
Equity Investment
Equity Investment | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment Matrix As of December 31, 2020 and 2019, the Company owned a 43.6% noncontrolling interest in Matrix. Pursuant to a Shareholder’s Agreement, affiliates of Frazier Healthcare Partners hold rights necessary to control the fundamental operations of Matrix. The Company accounts for this investment in Matrix under the equity method of accounting and the Company’s share of Matrix’s income or losses are recorded as “Equity in net (income) loss of investee” in the accompanying consolidated statements of operations. During the year ended December 31, 2019, Matrix recorded asset impairment charges of $55.1 million. The carrying amount of the assets included in the Company’s consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Matrix as of December 31, 2020 and 2019 totaled $137.5 million and $130.9 million, respectively. Summary financial information for Matrix on a standalone basis is as follows (in thousands): December 31, 2020 2019 Current assets $ 143,110 $ 64,221 Long-term assets 619,642 631,007 Current liabilities 81,920 31,256 Long-term liabilities 351,036 351,380 Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Revenue $ 414,622 $ 275,391 $ 282,067 Operating income (loss) 39,412 (61,000) (1,186) Net income (loss) 15,137 (69,353) (19,962) |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other | Prepaid Expenses and Other Prepaid expenses and other were comprised of the following (in thousands): December 31, 2020 2019 Prepaid income taxes $ 14,633 $ 2,942 Prepaid insurance 7,577 1,317 Prepaid rent 1,196 868 Other 8,479 5,815 Total prepaid expenses and other $ 31,885 $ 10,942 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands, except useful lives): Estimated Useful December 31, Life (years) 2020 2019 Software 3 — 10 $ 31,830 $ 27,339 Computer and telecom equipment 3 — 5 28,446 30,313 Leasehold improvements Shorter of 7 years or lease term 8,419 8,290 Automobiles 5 4,846 3,931 Construction and development in progress N/A 4,721 3,104 Furniture and fixtures 5 — 10 2,330 1,711 80,592 74,688 Less accumulated depreciation (53,048) (51,445) Total property and equipment, net $ 27,544 $ 23,243 Depreciation expense from continuing operations was $9.5 million, $10.6 million and $12.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill There were no changes in goodwill from December 31, 2018 to December 31, 2019. Changes in goodwill were as follows for the period from December 31, 2019 to December 31, 2020 (in thousands): ModivCare Balances at December 31, 2019 Goodwill $ 231,216 Accumulated impairment losses (96,000) 135,216 Acquisition of Simplura 309,711 Balances at December 31, 2020 Goodwill 540,927 Accumulated impairment losses (96,000) $ 444,927 The total amount of goodwill from continuing operations that was deductible for income tax purposes related to acquisitions as of December 31, 2020 was $52.2 million. Impairment The Company did not record any goodwill or intangible asset impairment charges for continuing operations for the years ended December 31, 2020, 2019 and 2018. Intangible Assets Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following (in thousands, except estimated useful lives): December 31, 2020 2019 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Amortization Payor relationships 3 - 15 $ 341,714 $ (48,952) $ 45,200 $ (35,980) Developed technology 5 14,100 (6,345) 14,100 (3,525) Trademarks and trade names 3 - 10 45,351 (986) 200 (84) New York LHCSA Permit Indefinite 770 — — — Total $ 401,935 $ (56,283) $ 59,500 $ (39,589) The weighted-average amortization period at December 31, 2020 for intangibles was 12.3 years. No significant residual value is estimated for these intangible assets. Amortization expense from continuing operations was $16.7 million, $6.2 million and $3.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. The total amortization expense is estimated to be as follows for the next five years as of December 31, 2020 (in thousands): Year Amount 2021 $ 38,504 2022 37,864 2023 34,040 2024 31,685 2025 31,685 Total $ 173,778 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued contract payments $ 101,705 $ 15,706 Accrued compensation and related liabilities 57,201 8,941 Other 23,560 9,788 Accrued cash settled stock-based compensation 19,376 3,282 Union pension obligation 6,632 — Accrued interest 4,927 228 Accrued legal fees 3,228 788 Accrued income taxes 2,042 — Total accrued expenses $ 218,671 $ 38,733 The CARES Act (discussed in Note 21, Income Taxes ) provides for deferred payment of the employer portion of social security (FICA) taxes through the end of 2020, with 50% of the deferred amount due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Accrued compensation and related liabilities amount includes $20.8 million related to this deferral. |
Restructuring and Related Reorg
Restructuring and Related Reorganization Costs | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Reorganization Costs | Restructuring and Related Reorganization Costs Corporate and Other On April 11, 2018, the Company announced the Organizational Consolidation to transfer all job responsibilities previously performed by employees of the holding company to ModivCare Solutions, LLC and to close the corporate offices in Stamford, Connecticut and Tucson, Arizona. The Company adopted an employee retention plan designed to retain the holding company level employees during the transition. The employee retention plan became effective on April 9, 2018 and provided for certain payments and benefits to those employees if they remained employed with the Company through a retention date established for each individual, subject to a fully executed retention letter. The Organizational Consolidation was completed during the second quarter of 2019. A total of $4.3 million in restructuring and related costs was incurred during the year ended December 31, 2019, related to the Organizational Consolidation. These costs include $2.4 million of retention and personnel costs, $0.3 million of stock-based compensation expense, $0.2 million of depreciation and $1.3 million of other costs, primarily related to recruiting and legal costs. These costs are recorded as “General and administrative expense” and “Depreciation and amortization” in the accompanying consolidated statements of operations. A t otal of $13.1 million in restructuring and related costs was incurred on a cumulative basis through December 31, 2019 related to the Organizational Consolidation. These costs include $7.5 million of retention and personnel costs, $2.0 million of stock-based compensation expense, $0.7 million of depreciation and $2.8 million of other costs, primarily related to recruiting and legal costs. No restructuring or related costs were incurred related to the Organizational Consolidation for the year ended December 31, 2020. There was no restructuring liability as of December 31, 2019 and 2020. During the year ended December 31, 2020, the Company incurred approximately $0.7 million of restructuring expense for the closure of its Las Vegas contact center. The majority of these costs were recorded to “Service expense” and the remainder were recorded to "General and administrative expense". |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Finance Leases At December 31, 2020, and 2019, the Company's total finance lease obligations were $0.1 million and $0.4 million, respectively. The Company has finance leases for IT hardware and software with termination dates ranging from January 2019 through October 2020. The terms of the leases are between 12 and 36 months, with interest recorded at an incremental borrowing rate of 3.28%. Due to the adoption of ASC 842 on January 1, 2019, the Company recognizes capital lease and obligations as finance lease assets and liabilities. For more information on the adoption of ASC 842 and accounting for capital leases and obligations, see Note 17, Leases and Service Commitments. Credit Facility The Company is a party to the amended and restated credit and guaranty agreement, dated as of August 2, 2013 (as amended, the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. On May 6, 2020, the Company entered into the Seventh Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Seventh Amendment”) which, among other things, extended the maturity date to August 1, 2021, expanded the amount available under the revolving credit facility (the “Credit Facility”) from $200.0 million to $225.0 million, and increased the sub-facility for letters of credits from $25.0 million to $40.0 million. 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. On October 16, 2020, the Company entered into the Eighth Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Eighth Amendment”), which among other things, amended the Credit Facility to permit the incurrence of additional debt to finance the acquisition (the "Simplura Acquisition") of OEP AM, Inc., a Delaware corporation, doing business as Simplura Health Group (“Simplura” and, together with its subsidiaries, the “Simplura Group”), permit borrowing under the Credit Facility to partially fund the Simplura Acquisition with limited conditions to such borrowing, increase the top interest rate margin that may apply to loans thereunder, and revise our permitted ratio of EBITDA to indebtedness. In addition, the Eighth Amendment extended the maturity date to August 2, 2023. Effective as of the Eighth Amendment, interest on the outstanding principal amount of loans under the Credit Facility accrues, at the Company’s election, at a per annum rate equal to the greater of either LIBOR or 1.00%, 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 3.50% in the case of LIBOR loans and 1.25% to 2.50% 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 that governs our Credit Facility. The commitment fee and letter of credit fee ranges from 0.35% to 0.50% and 2.25% to 3.50%, respectively, in each case based on the Company’s consolidated leverage ratio as defined in the credit agreement that governs our Credit Facility. As of December 31, 2020, the Company had no borrowings outstanding on the Credit Facility; however, had letters of credit outstanding in the amount of $17.2 million. As of December 31, 2020, the Company’s available credit under the Credit Facility was $207.8 million. Under the Credit Agreement, the Company has an option to request an increase in the amount of the revolving credit facility from time to time (on substantially the same terms as apply to the existing facilities) in an aggregate amount of up to $75.0 million 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 increase option as no lender is obligated to participate in any such increase under the Credit Facility. 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 captive and the Company’s investment in Matrix. 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 captive. 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. The Company was in compliance with all covenants under the Credit Agreement as of December 31, 2020 . Senior Unsecured Notes On November 4, 2020, the Company issued $500.0 million in aggregate principal amount of 5.875% senior unsecured notes due on November 15, 2025 (the “Notes”). The Notes were issued pursuant to an indenture, dated November 4, 2020 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's future subordinated indebtedness, rank equally in right of payment with all of the Company's existing and future senior indebtedness, be effectively subordinated to any of the Company's existing and future secured indebtedness, including indebtedness under the Credit Facility, to the extent of the value of the assets securing such indebtedness, and be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company’s non-guarantor subsidiaries. The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness or issue disqualified capital stock; make certain investments; create or incur certain liens; enter into certain transactions with affiliates; merge, consolidate, amalgamate or transfer substantially all of its assets; agree to dividend or other payment restrictions affecting its restricted subsidiaries; and transfer or sell assets, including capital stock of its restricted subsidiaries. These covenants, however, are subject to a number of important exceptions and qualifications, and certain covenants may be suspended in the event the Notes are assigned an investment grade rating from two of three ratings agencies. The Indenture provides that the Notes may become subject to redemption under certain circumstances, including if certain escrowed property has not been released from the escrow account in connection with the consummation of the acquisition of the Simplura Group. The Company may also redeem the Notes, in whole or in part, at any time prior to November 15, 2022, at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole” premium set forth in the Indenture. In addition, the Company may redeem up to 40% of the Notes prior to November 15, 2022, at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the proceeds of certain equity offerings, subject to certain conditions as specified in the Indenture Agreement. At any time prior to November 15, 2022, during each calendar year, the Company may redeem up to 10% of the aggregate principal amount of the Notes at a purchase price equal to 103% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. On or after November 15, 2022, the Company may redeem all or a part of the Notes upon not less than ten days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below: Year Percentage 2022 102.938% 2023 101.469% 2024 and thereafter 100.000% The Company will pay interest on the Notes at 5.875% per annum until maturity. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, with the first interest payment date being May 15th, 2021. Principal payments are not required until the maturity date on November 15, 2025 when 100% of the outstanding principal will be required to be repaid. As a part of the bond issuance process, we incurred a $9.0 million bridge commitment fee that provided a potential funding backstop in the event that the Notes did not meet the desired subscription level to be used to acquire Simplura. That commitment expired unused upon closing of the Notes and the fee was expensed in Q4 2020. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Following (i) the completion of a rights offering in February 2015, under which certain holders of our Common Stock exercised subscription rights to purchase Preferred Stock, and (ii) the purchase of Preferred Stock by Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC - Series A and Coliseum Capital Co-Invest, L.P. (collectively, the “Coliseum Stockholders”), pursuant to the Standby Purchase Agreement between the Coliseum Stockholders and us, we issued 805,000 shares of Preferred Stock, which were eligible for a cash dividend on each share of Preferred Stock, when, as and if declared by a committee of our Board, at the rate of 5.5% per annum on the liquidation preference then in effect. Cash dividends were payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, and, if declared, began to accrue on the first day of the applicable dividend period. Cash dividends on redeemable convertible preferred stock totaling $2.0 million, $4.4 million, and $4.4 million were distributed to convertible preferred stockholders for the years ended December 31, 2020, 2019 and 2018, respectively. Preferred Stock Conversion On June 8, 2020, the Company entered into a Preferred Stock Conversion Agreement (the “Conversion Agreement”) with Coliseum Capital Partners, L.P. and certain funds and accounts managed by Coliseum Capital Management, LLC (collectively, the “Holders”), pursuant to which, among other things, (a) the Company agreed to purchase 369,120 shares of Series A Convertible Preferred Stock, par value $0.001 per share, held by the Holders in the aggregate, in exchange for (i) $209.88 in cash per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, and (b) the Holders converted 369,120 shares of Series A Preferred Stock into (i) 2.5075 shares of Common Stock of the Company for each share of Series A Preferred Stock, plus (ii) a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, plus (iii) a cash payment of $8.82 per share of Series A Preferred Stock. The Conversion Agreement was considered to be an induced conversion in which a premium consideration was provided by the Company to Holders of the Series A Preferred Stock. On September 3, 2020, the Company elected to effect the conversion (the “Conversion”) of all of the outstanding Series A Convertible Preferred Stock. In accordance with the Preferred Stock Conversion Agreement dated June 8, 2020, the Company repurchased 27,509 shares of Series A Preferred Stock from the Holders for (i) a cash amount equal to $209.88 per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such shares through the day prior to the Conversion. In connection with the Conversion, all remaining outstanding shares of Series A Preferred Stock were converted into Common Stock at the conversion rate of 2.5075 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares. In accordance with ASC 260, Earnings Per Share, retained earnings was reduced by the excess of the fair value of the consideration transferred over the carrying amount of the shares surrendered. The impact to retained earnings of the excess consideration transferred, including the direct costs incurred, and write-off of any unamortized issuance costs was $52.1 million as of December 31, 2020. The Preferred Stock was accounted for outside of stockholders’ equity as it could be redeemed upon certain change in control events that were not solely in the control of the Company. Dividends were recorded in stockholders’ equity and consist of the 5.5% dividend. The following table summarizes the Preferred Stock activity for the years ended December 31, 2020 and 2019 (in thousands, except share count): Dollar Value Share Count Balance at December 31, 2018 $ 77,392 801,606 Conversion to common stock (284) (2,818) Allocation of issuance costs 12 — Balance at December 31, 2019 $ 77,120 798,788 Conversion to common stock (3,335) (33,039) Conversion to common stock pursuant to Conversion Agreement (37,256) (369,120) Preferred stock redemption pursuant to Conversion Agreement (40,033) (396,629) Allocation of issuance costs 3,504 — Balance at December 31, 2020 $ — — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity At December 31, 2020 and 2019 there were 19.6 million and 18.1 million shares of the Company’s Common Stock issued, respectively, including 5.3 million and 5.1 million treasury shares at December 31, 2020 and 2019, respectively. Subject to the rights specifically granted to holders of any then outstanding shares of the Company’s Preferred Stock, the Company’s common stockholders are entitled to vote together as a class on all matters submitted to a vote of the Company’s common stockholders, and are entitled to any dividends that may be declared by the Board. The Company’s common stockholders do not have cumulative voting rights. Upon the Company’s dissolution, liquidation or winding up, holders of the Company’s Common Stock are entitled to share ratably in the Company’s net assets after payment or provision for all liabilities and any preferential liquidation rights of the Company’s Preferred Stock then outstanding. The Company’s common stockholders do not have preemptive rights to purchase shares of the Company’s stock. The issued and outstanding shares of the Company’s Common Stock are not subject to any redemption provisions and are not convertible into any other shares of the Company’s capital stock. The rights, preferences and privileges of holders of the Company’s Common Stock will be subject to those of the holders of any shares of the Company’s Preferred Stock the Company may issue in the future. As of December 31, 2020, 0.4 million shares of the Company’s common stock were reserved for future issuances related to the exercise of stock options and restricted stock awards. Issuer Purchases of Equity Securities On August 6, 2019, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to $100.0 million in aggregate value of the Company’s Common Stock, subject to the consent of the holders of a majority of the Company’s Series A convertible preferred stoc k, through December 31, 2019, at which time it expired. On March 11, 2020, the Board of Directors authorized a new stock repurchase program under which the Company could repurchase up to $75.0 million in aggregate value of the Company’s Common Stock, subject to the consent of the holders of a majority of the Company’s Series A convertible preferred stock, through December 31, 2020. A total of 0.2 million and 0.1 million shares were re purchased under this program for approximately $10.2 million and $6.0 million, during the years ended December 31, 2020 and 2019, respectively. Equity Award Withholding During the years ended December 31, 2020, 2019 and 2018, the Company withheld 2,824, 13,268 and 5,242 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock awards and units. In addition, during the years ended December 31, 2020 and 2018, the Company withheld 322,034 and 12,676 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations and the exercise price upon the exercise of stock options. There were no shares withheld for the year ended December 31, 2019. |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation and Similar Arrangements | Stock-Based Compensation and Similar Arrangements The Company provides stock-based compensation to employees, non-employee directors, consultants and advisors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). The 2006 Plan allows the flexibility to grant or award stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units including restricted stock units and performance awards to eligible persons. The following table summarizes the activity under the 2006 Plan as of December 31, 2020: Number of shares of the Company’s Common Stock authorized for Number of shares Number of shares of the Company’s Common Stock subject to issuance future grants Stock Options Stock Grants 2006 Plan 5,400,000 1,250,381 297,379 93,227 The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Service expense $ 222 $ 572 $ 200 General and administrative expense 3,708 4,842 $ 8,787 Equity in net loss of investees — — 137 Income from discontinued operations, net of tax — — 6 Total stock-based compensation $ 3,930 $ 5,414 $ 9,130 Stock-based compensation included in General and administrative expense is related to the NEMT Segment, except a select group of employees that are included within Service expense. The amount included in equity in net loss of investee is related to the Matrix Investment Segment, as a member of Matrix management held ModivCare equity awards. The amounts above exclude tax benefits of $1.1 million, $1.4 million and $1.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. Stock Options The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 28.3% — 38.1% 27.5% — 33.0% 26.5% — 39.8% Risk-free interest rate 0.2% — 1.4% 1.6% — 2.5% 2.3% — 2.9% Expected life of options (years) 3.5 — 4.4 1.8 — 5.3 1.3 — 6.5 The risk-free interest rate was based on the U.S. Treasury security rate in effect as of the date of grant which corresponds to the expected life of the award. The expected stock price volatility was based on the Company’s historical data. The expected lives of options were based on the Company’s historical data, a simplified method for plain vanilla options, or a lattice model for more exotic options. The simplified method was used for plain vanilla options for which the Company did not have sufficient historical data to use in determining the expected life. Stock options granted under the 2006 Plan vest ratably in equal annual installments over 3 to 4 years, or, for certain grants, over periods designated in the respective employee’s agreements, and expire after 5 to 10 years. During the year ended December 31, 2020, the Company issued 0.4 million shares of its Common Stock in connection with the exercise of employee stock options under the Company’s 2006 Plan. The following table summarizes the stock option activity for the year ended December 31, 2020: Year ended December 31, 2020 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period, January 1 642,496 $ 64.75 Granted 97,377 71.56 Exercised (372,478) 68.22 Forfeited/Canceled (63,672) 61.84 Expired (6,344) 14.19 Outstanding at end of period, December 31 297,379 $ 64.32 4.82 $ 22,103 Vested or expected to vest at end of period, December 31 297,379 $ 64.32 4.82 $ 22,103 Exercisable at end of period, December 31 54,546 $ 61.59 3.72 $ 4,202 The weighted-average grant date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands, except for share price): Year ended December 31, 2020 2019 2018 Weighted-average grant date fair value per share $ 71.56 $ 16.30 $ 15.08 Options exercised: Total intrinsic value $ 26,228 $ 3,204 $ 6,805 Cash received $ 25,413 $ 11,142 $ 12,413 Restricted Stock Awards Restricted stock awards (RSAs) granted under the 2006 Plan vest ratably in equal annual installments over 3 to 4 years, or, for certain grants, over periods designated in the respective employee’s agreements or as determined by the Compensation Committee. During the year ended December 31, 2020, the Company issued 22,724 shares of its Common Stock to non-employee directors, executive officers and key employees upon the vesting of certain RSAs granted in 2019, 2018 and 2017 under the Company’s 2006 Plan. The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2020: Shares Weighted-average grant date fair value Non-vested at beginning of period, January 1 91,477 $ 59.84 Granted 39,566 $ 71.30 Vested (22,724) $ 60.11 Forfeited or cancelled (15,092) $ 58.84 Non-vested at end of period, December 31 93,227 $ 64.81 As of December 31, 2020, there was approximately $7.5 million of unrecognized compensation cost related to unvested share settled stock options and RSAs granted under the 2006 Plan. The cost is expected to be recognized over a weighted-average period of 4.82 years. The total fair value of vested stock options and RSAs was $5.2 million, $6.9 million and $4.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Cash Settled Awards During the years ended December 31, 2020, 2019 and 2018, respectively, the Company issued 1,952, 1,857 and 2,017 stock equivalent units (“SEUs”), which settle in cash upon vesting, to Coliseum Capital Partners, L.P., in lieu of grants to Christopher Shackelton, Chairman of the Board, for his service on the Board, which vest over a period of one During the year ended December 31, 2014, the Company issued 200,000 stock option equivalent units (“SOEUs”), with an exercise price of $43.81 per share, which settle in cash, to Coliseum Capital Partners, L.P in lieu of a grant to Christopher Shackelton, for other services rendered. All SOEUs were outstanding and exercisable at December 31, 2020. No additional SOEUs were granted during the years ended December 31, 2020, 2019 and 2018. The Company recorded an expense of $15.8 million for SOEUs during the year ended December 31, 2020 and a benefit of $0.4 million and $0.2 million for the years ended December 31, 2019 and 2018, respectively. These impacts are included in “General and administrative expense” in the consolidated statements of operations. As of December 31, 2020 and 2019, the Company had a short-term liability of $19.0 million and $3.3 million, respectively, in “Accrued expenses” in the consolidated balance sheets related to unexercised vested and unvested cash settled share-based payment awards. The cash settled share-based compensation expense in total excluded a tax benefit of $4.5 million for the year ended December 31, 2020, tax expense of $0.1 million for the year ended December 31, 2019 and a tax benefit of $4.0 million for the year ended December 31, 2018. The unrecognized compensation cost for SEUs is expected to be recognized over a weighted average period of 0.8 years; however, the total expense for both SEUs and SOEUs will continue to be adjusted until the awards are settled. |
Long-Term Incentive Plans
Long-Term Incentive Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Long-Term Incentive Plans | Long-Term Incentive Plans In connection with the acquisition of Circulation, the Company established a management incentive plan (“MIP”). During the three months ended March 31, 2019, the MIP was amended to remove the previously included performance requirements and to provide for a total fixed payment of $12.0 million to the group of MIP participants. During the year ended December 31, 2019, the MIP was further amended to a total fixed payment of $2.7 million. The payout date is within 30 days following the finalization of the Company’s audited financial statements for the fiscal year ending December 31, 2021 and the payout is subject to the participant remaining employed by the Company through December 31, 2021, except for certain termination scenarios. As of December 31, 2020 and December 31, 2019, the Company has accrued $2.1 million an d $1.1 million |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table details the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data): Year ended December 31, 2020 2019 2018 Numerator: Net income (loss) attributable to ModivCare $ 88,836 $ 966 $ (18,981) Dividends on convertible preferred stock outstanding (1,171) (4,403) (4,413) Dividends paid pursuant to the Conversion Agreement (816) — — Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement (52,139) — — Income allocated to participating securities (2,239) — (1,863) Net income (loss) available to common stockholders $ 32,471 $ (3,437) $ (25,257) Continuing operations $ 33,249 $ (9,356) $ 11,953 Discontinued operations (778) 5,919 (37,210) Net income (loss) available to common stockholders $ 32,471 $ (3,437) $ (25,257) Denominator: Denominator for basic earnings per share -- weighted-average shares 13,567,323 12,958,713 12,960,837 Effect of dilutive securities: Common stock options 71,651 — 72,410 Restricted stock units 44,334 — — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,683,308 12,958,713 13,033,247 Basic earnings (loss) per share: Continuing operations $ 2.45 $ (0.72) $ 0.92 Discontinued operations (0.06) 0.46 (2.87) Basic earnings (loss) per share $ 2.39 $ (0.26) $ (1.95) Diluted earnings (loss) per share: Continuing operations $ 2.43 $ (0.72) $ 0.92 Discontinued operations (0.06) 0.46 (2.86) Diluted earnings (loss) per share $ 2.37 $ (0.26) $ (1.94) Income allocated to participating securities is calculated by allocating a portion of net income attributable to ModivCare, less dividends on convertible stock, to the convertible preferred stockholders on a pro-rata as converted basis; however, the convertible preferred stockholders are not allocated 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: Year ended December 31, 2020 2019 2018 Stock options to purchase common stock 43,061 583,469 560,547 Convertible preferred stock — 800,460 802,489 |
Leases and Service Commitments
Leases and Service Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases and Service Commitments | Leases and Service Commitments Subsequent to adoption of ASC 842: Effective January 1, 2019, the Company adopted ASC 842 and recognized lease obligations and associated ROU assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space, related office equipment and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties. Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease. To determine whether a contract contained a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, had the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract was determined to contain a lease and the Company was a lessee, the lease was evaluated to determine whether it was an operating or financing lease. The discount rate used for each lease was determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considered the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continued discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applied this rate to its entire portfolio of leases on the basis that any adjustments to the rate for lease term or asset classification would not affect the interest rate charged under the debt or have a material effect on the discounted lease liability. A summary of all lease classifications in our consolidated balance sheet is as follows (in thousands): Leases Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease ROU assets $ 30,928 $ 20,095 Finance lease assets Property and equipment, net (1) 367 555 Total leased assets $ 31,295 $ 20,650 Liabilities Current: Operating Current portion of operating lease liabilities $ 8,277 $ 6,730 Finance Current portion of long-term obligations 45 308 Long-term: Operating Operating lease liabilities, less current portion 23,437 14,502 Finance Finance lease liabilities, less current portion — 45 Total lease liabilities $ 31,759 $ 21,585 (1) Finance leased assets have an accumulated amortization o f $0.6 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 , maturities of lease liabilities are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 10,323 $ 45 $ 10,368 2022 8,756 — 8,756 2023 6,140 — 6,140 2024 4,145 — 4,145 2025 2,833 — 2,833 Thereafter 4,737 — 4,737 Total lease payments $ 36,934 $ 45 $ 36,979 Less: interest and accretion (5,220) — (5,220) Present value of minimum lease payments $ 31,714 $ 45 $ 31,759 Less: current portion (8,277) (45) (8,322) Long-term portion $ 23,437 $ — $ 23,437 As of December 31, 2019, maturities of lease liabilities were as follows (in thousands) : Operating Leases Finance Leases Total 2020 $ 7,586 $ 308 $ 7,894 2021 5,845 45 5,890 2022 4,869 — 4,869 2023 2,890 — 2,890 2024 1,330 — 1,330 Thereafter 830 — 830 Total lease payments $ 23,350 $ 353 $ 23,703 Less: interest and accretion (2,118) — (2,118) Present value of minimum lease payments $ 21,232 $ 353 $ 21,585 Less: current portion (6,730) (308) (7,038) Long-term portion $ 14,502 $ 45 $ 14,547 Lease terms and discount rates are as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating lease costs 4.89 3.68 Finance lease cost 0.08 1.34 Weighted-average discount rate: Operating lease costs 5.25% 5.25 % Finance lease cost 3.28% 3.28 % For the years ended December 31, 2020 and December 31, 2019, our operating lease cost was $10.4 million and $10.6 million, respectively, and is primarily included in "Service expense” on our accompanying consolidated statements of operations. A summary of other lease information is as follows (in thousands) : Year Ended December 31, 2020 Year Ended December 31, 2019 Financing cash flows from finance leases $ (336) $ (718) Operating cash flows from operating leases (10,771) (10,919) Amortization of operating leased ROU assets to the operating lease liability 9,238 10,133 ROU assets obtained through operating lease liabilities 19,992 6,787 Service Commitments The Company entered into a contract related to transportation services that includes a minimum volume requirement. If the Company does not utilize the minimum level of services specified in the agreement, a penalty provision applies. Future minimum payments under the service commitments consisted of the following at December 31, 2020 (in thousands): Service Commitment 2021 $ 3,464 Total future minimum payments $ 3,464 |
Leases and Service Commitments | Leases and Service Commitments Subsequent to adoption of ASC 842: Effective January 1, 2019, the Company adopted ASC 842 and recognized lease obligations and associated ROU assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space, related office equipment and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties. Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease. To determine whether a contract contained a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, had the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract was determined to contain a lease and the Company was a lessee, the lease was evaluated to determine whether it was an operating or financing lease. The discount rate used for each lease was determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considered the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continued discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applied this rate to its entire portfolio of leases on the basis that any adjustments to the rate for lease term or asset classification would not affect the interest rate charged under the debt or have a material effect on the discounted lease liability. A summary of all lease classifications in our consolidated balance sheet is as follows (in thousands): Leases Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease ROU assets $ 30,928 $ 20,095 Finance lease assets Property and equipment, net (1) 367 555 Total leased assets $ 31,295 $ 20,650 Liabilities Current: Operating Current portion of operating lease liabilities $ 8,277 $ 6,730 Finance Current portion of long-term obligations 45 308 Long-term: Operating Operating lease liabilities, less current portion 23,437 14,502 Finance Finance lease liabilities, less current portion — 45 Total lease liabilities $ 31,759 $ 21,585 (1) Finance leased assets have an accumulated amortization o f $0.6 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 , maturities of lease liabilities are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 10,323 $ 45 $ 10,368 2022 8,756 — 8,756 2023 6,140 — 6,140 2024 4,145 — 4,145 2025 2,833 — 2,833 Thereafter 4,737 — 4,737 Total lease payments $ 36,934 $ 45 $ 36,979 Less: interest and accretion (5,220) — (5,220) Present value of minimum lease payments $ 31,714 $ 45 $ 31,759 Less: current portion (8,277) (45) (8,322) Long-term portion $ 23,437 $ — $ 23,437 As of December 31, 2019, maturities of lease liabilities were as follows (in thousands) : Operating Leases Finance Leases Total 2020 $ 7,586 $ 308 $ 7,894 2021 5,845 45 5,890 2022 4,869 — 4,869 2023 2,890 — 2,890 2024 1,330 — 1,330 Thereafter 830 — 830 Total lease payments $ 23,350 $ 353 $ 23,703 Less: interest and accretion (2,118) — (2,118) Present value of minimum lease payments $ 21,232 $ 353 $ 21,585 Less: current portion (6,730) (308) (7,038) Long-term portion $ 14,502 $ 45 $ 14,547 Lease terms and discount rates are as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating lease costs 4.89 3.68 Finance lease cost 0.08 1.34 Weighted-average discount rate: Operating lease costs 5.25% 5.25 % Finance lease cost 3.28% 3.28 % For the years ended December 31, 2020 and December 31, 2019, our operating lease cost was $10.4 million and $10.6 million, respectively, and is primarily included in "Service expense” on our accompanying consolidated statements of operations. A summary of other lease information is as follows (in thousands) : Year Ended December 31, 2020 Year Ended December 31, 2019 Financing cash flows from finance leases $ (336) $ (718) Operating cash flows from operating leases (10,771) (10,919) Amortization of operating leased ROU assets to the operating lease liability 9,238 10,133 ROU assets obtained through operating lease liabilities 19,992 6,787 Service Commitments The Company entered into a contract related to transportation services that includes a minimum volume requirement. If the Company does not utilize the minimum level of services specified in the agreement, a penalty provision applies. Future minimum payments under the service commitments consisted of the following at December 31, 2020 (in thousands): Service Commitment 2021 $ 3,464 Total future minimum payments $ 3,464 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The Company maintains a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, for all employees of its NEMT Services’ operating segment and corporate personnel. The Company, at its discretion, may make a matching contribution to the plan. Any matching contributions vest over 5 years. Unvested matching contributions are forfeitable upon employee termination. Employee contributions are fully vested and non-forfeitable. The Company’s contributions to the plan for continuing operations were $1.0 million, $0.3 million and $0.3 million, for the years ended December 31, 2020, 2019 and 2018, respectively. The Personal Care Segment maintains retirement plans for its employees in the form of the All Metro Health Care 401(k) Profit Sharing Plan and Trust (the "Plan"), a defined contribution retirement plan. Employees who have attained the age of 21 and completed six months of employment are eligible. The Company matches 100% of employee contributions, excluding catch-up contributions, if applicable, up to 3% of compensation plus 50% of contributions for the next 2% of compensation. The Company also maintains a Deferred Compensation Rabbi Trust Plan for highly compensated employees. This plan was put in place to compensate for the inability of highly compensated employees to take full advantage of the Company’s 401(k) plan. Additional information is included in Note 22, Commitments and Contingencies . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The federal and state tax provision is summarized as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal income tax (benefit) expense: Current $ 2,689 $ (371) $ 3,462 Deferred 9,447 (1,166) (1,157) Total federal income tax (benefit) expense 12,136 (1,537) 2,305 State income tax expense (benefit): Current 10,197 2,562 2,113 Deferred 2,472 (1,598) 266 Total state income tax expense 12,669 964 2,379 Total (benefit) provision for income taxes $ 24,805 $ (573) $ 4,684 A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income from continuing operations before income taxes is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal statutory rates 21.0 % 21.0 % 21.0 % Federal income tax at statutory rates $ 24,028 $ (1,160) $ 4,812 Revaluation of net deferred tax liabilities due to U.S. tax reform — — (286) Change in valuation allowance (505) 10 36 Change in uncertain tax positions 116 181 108 State income taxes, net of federal benefit 11,107 721 1,843 Non-taxable income (124) (93) — Compensation expense 1,036 606 235 Stock-based compensation (650) (101) 76 Meals and entertainment 51 81 74 Transaction costs 1,289 — 263 Gain on remeasurement of cost method investment — — (1,381) Tax credits (650) (858) (1,208) CARES Act Benefit (10,984) — — Other 91 40 112 (Benefit) provision for income taxes $ 24,805 $ (573) $ 4,684 Effective income tax rate 21.7 % 10.4 % 20.4 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities of continuing operations are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 840 $ 14,357 Capital loss carryforward 957 1,406 Tax credit carryforwards 389 792 Interest expense carryforward 1,570 — Accounts receivable allowance 1,923 1,497 Accrued items and reserves 14,511 2,854 Stock-based compensation 852 1,276 Deferred rent 382 476 Deferred revenue 183 207 Other 591 68 Total deferred tax assets 22,198 22,933 Deferred tax liabilities: Prepaids 2,336 1,766 Property and equipment depreciation 4,600 3,404 Goodwill and intangibles amortization 66,781 5,312 Equity investment 38,400 32,774 Total deferred tax liabilities 112,117 43,256 Deferred tax liabilities, net of deferred tax assets (89,919) (20,323) Less valuation allowance (2,276) (2,584) Net deferred tax liabilities $ (92,195) $ (22,907) At December 31, 2020, the Company had no federal net operating loss (“NOL”) carryforwards and approximately $19,642 of state NOL carryforwards which expire as follows (in thousands): 2026 $ 485 2027 and thereafter 19,157 Total state net operating loss carryforwards $ 19,642 Approximately $4.1 million of the state NOL carryforwards relate to Circulation's pre-acquisition tax periods and are subject to change of ownership limitations on their use. These limitations are not expected to restrict the ultimate use of these loss carryforwards. Realization of the Company’s net operating loss carryforwards is dependent on reversing taxable temporary differences and on generating sufficient taxable income. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized, to the extent they are not covered by a valuation allowance. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The net change in the total valuation allowance for the year ended December 31, 2020 was a decrease of $0.3 million, of which $0.5 million related to a decrease from current operations, $0.4 million related to a decrease from discontinued operations and $0.6 million related to the balance from the Simplura acquisition. The valuation allowance of $2.3 million includes amounts for state NOLs, capital loss and tax credit carryforwards for which the Company has concluded that it is more likely than not that these carryforwards will not be realized in the ordinary course of operations. The Company will continue to assess the valuation allowance, and to the extent it is determined that the valuation allowance should be changed, an appropriate adjustment will be recorded. U.S. Tax Reform On December 22, 2017, the Tax Reform Act was enacted which institutes fundamental changes to the taxation of multinational corporations. The Tax Reform Act includes changes to the taxation of foreign earnings by implementing a dividend exemption system, expansion of the current anti-deferral rules, a minimum tax on low-taxed foreign earnings and new measures to deter base erosion. The Tax Reform Act also includes a permanent reduction in the corporate tax rate to 21%, repeal of the corporate alternative minimum tax, expensing of capital investment, and limitation of the deduction for interest expense. Furthermore, as part of the transition to the new tax system, a one-time transition tax is imposed on a U.S. shareholder’s historical undistributed earnings and profits (“E&P”) of foreign affiliates. Although the Tax Reform Act is generally effective January 1, 2018, GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date, which was December 22, 2017. As a result of the reduction in the U.S. corporate income tax rate, the Company revalued its ending net deferred tax liabilities as of December 31, 2017 and recognized a provisional tax benefit of $21.0 million. The Company projected net accumulated deficits in foreign E&P; therefore, no provisional tax expense for deemed repatriation was recognized. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. In accordance with the SAB 118 guidance, the Company has recognized the provisional tax impacts related to the benefit for the revaluation of deferred tax assets and liabilities in its consolidated financial statements for the year ended December 31, 2017. The financial reporting impact of the Tax Reform Act was completed in the fourth quarter of 2018 and an additional benefit of $0.3 million was recorded. CARES ACT On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES” Act) was enacted into law. The CARES Act includes several significant business tax provisions that, among other things, would allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, and generally loosen the business interest limitation imposed by the Tax Reform Act. Pursuant to the CARES Act, the Company carried its 2018 NOL back five years. As a result, the Company recorded a $27.3 million receivable for the 2018 U.S. NOL carryback, and a $11.0 million tax benefit from the favorable carryback tax rate of 35% compared to a carryforward tax rate of 21%. As of December 31, 2020, the Company has received $17.0 million of the $27.3 million receivable for the 2018 U.S. NOL carryback. It is anticipated that the remaining $10.3 million refund will be received in the first quarter of 2021. Unrecognized Tax Benefits The Internal Revenue Service is currently auditing our consolidated U.S. income tax returns for 2015-2018 due to the large refunds (total of $47.6 million from capital loss and NOL carrybacks) received from the loss on the WD Services sale. In addition, we are being examined by various states and by the Saudi Arabian tax authorities. All known adjustments have been fully reserved. The Company recognizes interest and penalties as a component of income tax expense. During the years ended December 31, 2020, 2019 and 2018, the Company recognized approximately $0.1 million, $0.1 million and $0.1 million, respectively, in interest and penalties from continuing operations. The Company had approximately $0.2 million and $0.2 million, for the payment of penalties and interest of continuing operations accrued as of December 31, 2020 and 2019, respectively. A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands): December 31, 2020 2019 2018 Unrecognized tax benefits, beginning of year $ 1,403 $ 1,222 $ 1,115 Increase related to prior year tax positions — 133 104 Increase related to current year tax positions 116 128 160 Statute of limitations expiration — (80) (157) Unrecognized tax benefits, end of year $ 1,519 $ 1,403 $ 1,222 The entire ending balance in unrecognized tax benefits of $1.5 million as of December 31, 2020 would reduce tax expense and our effective tax rate. The Company expects no material amount of the unrecognized tax benefits to be recognized during the next twelve months. The Company is subject to taxation in the U.S. and various state jurisdictions. The statute of limitations is generally three years for the U.S. and between three four |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal proceedings In the ordinary course of business, the Company is 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 the Company. On January 21, 2019, the United States District Court for the Southern District of Ohio unsealed a qui tam complaint, filed in December 2015, against Mobile Care Group, Inc., Mobile Care Group of Ohio, LLC, Mobile Care EMS & Transport, Inc. and LogistiCare Solutions, LLC (“LogistiCare”) by Brandee White, Laura Cunningham, and Jeffery Wisier (the “Relators”) alleging violations of the federal False Claims Act by presenting claims for payment to government healthcare programs knowing that the prerequisites for such claims to be paid had not been met. The Relators seek to recover damages, fees and costs under the federal False Claims Act including treble damages, civil penalties and attorneys’ fees. In addition, the Relators seek reinstatement to their jobs with the Mobile Care entities. None of the Relators were employed by LogistiCare. Prior to January 21, 2019, LogistiCare had no knowledge of the complaint. The federal government has declined to intervene against LogistiCare. The Company filed a motion to dismiss the Complaint on April 22, 2019, and believes that the case will not have a material adverse effect on its business, financial condition or results of operations. In 2017, a subsidiary of newly acquired Simplura Health Group, All Metro Home Care Services of New York, Inc. d/b/a All Metro Health Care (“All Metro”), received a class action lawsuit claiming that, among other things, it failed to pay live-in caregivers, who stay in patients’ homes for 24 hours per day (“live-ins”). The Company currently pays live-ins for 13 hours as supported through a written opinion letter from the New York State Department of Labor (“NYSDOL”). A similar case involving this issue has been heard by the New York Court of Appeals (New York’s highest court), which on March 26, 2019, issued a ruling reversing earlier lower courts’ decisions that an employer must pay live-ins for 24 hours. The Court of Appeals agreed with the NYSDOL’s interpretation to pay live-ins 13 hours instead of 24 hours if certain conditions were being met. If the class action lawsuit on this matter is allowed to proceed, and is successful, the Company may be liable for back wages and litigated damages going back to November 2011. Significant Lease Not Yet Commenced In August 2020, the Company entered into an 11-1/2 year operating lease agreement for new corporate office space in Denver, Colorado. The lease is expected to commence when construction of the asset is completed in the second quarter of 2021. Total estimated base rent payments over the life of the lease are approximately $29.7 million Deferred Compensation Plan The Company has one deferred compensation plan for management and highly compensated employees of NEMT Services as of December 31, 2020. 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 balance sheets, was $2.6 million and $2.3 million at December 31, 2020 and 2019, respectively. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties As discussed in Note 16, Stock-Based Compensation and Similar Arrangements , on June 8, 2020, the Company entered into a Preferred Stock Conversion Agreement with Coliseum Capital Partners, L.P. and certain funds and accounts managed by Coliseum Capital Management, LLC. Pursuant to the Conversion Agreement, the Company purchased 369,120 shares of Series A Convertible Preferred Stock, par value $0.001 per share, in exchange for $209.88 in cash per share of Series A Preferred Stock, plus a cash amount equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020. Further, the Holders converted 369,120 shares of Series A Preferred Stock into 925,567 shares of common stock, a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through June 11, 2020, and a cash payment of $8.82 per share of Series A Preferred Stock. The amount of accrued dividends paid pursuant to the Conversion Agreement was equal to $0.8 million. Further, on September 3, 2020, the Company elected to affect the conversion (the “Conversion”) of all of the outstanding Series A Convertible Preferred Stock. In accordance with the Preferred Stock Conversion Agreement dated June 8, 2020 (as amended), immediately prior to the Conversion, the Company repurchased 27,509 shares of Series A Preferred Stock from the Holders for a cash amount equal to $209.88 per share of Series A Preferred Stock and a cash amount equal to accrued but unpaid dividends on such shares through the day prior to the Conversion. Conver tible preferred stock dividends earned by the Coliseum Stockholders during the years ended December 31, 2020 and 2019 totaled $2.0 million and $4.2 million respectively, including accrued dividends paid pursuant to the Conversion Agreement. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations WD Services Segment On December 21, 2018, the Company completed the sale of substantially all of the operating subsidiaries of its WD Services segment to APM and APM UK Holdings Limited, an affiliate of APM, except for the segment’s employment services operations in Saudi Arabia. The Company’s contractual counterparties in Saudi Arabia, including an entity owned by the Saudi Arabian government, assumed these operations beginning January 1, 2019. The total cash consideration of the sale was $46.5 million, with the buyer retaining existing WD Services cash of $21.0 million. In addition to the purchase consideration, the Company expects to realize cash tax benefits of approximately $63.8 million from the transaction (considering CARES Act impact), of which $52.1 million ($48.6 million of refunds and $3.5 million of avoided payments) have been realized as of December 31, 2020. The remaining cash tax benefit of $11.7 million is expected to be realized as refunds and offsets to tax payments over the next year. In addition, $0.9 million of benefits related to capital loss carryforwards is available, which amount was reserved as of December 31, 2020. On June 11, 2018, the Company entered into a Share Purchase Agreement to sell the shares of Ingeus France, its WD Services operation in France, for a de minimis amount. The sale was effective on July 17, 2018, after court approval. In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations , (“ASC 205-20”) 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 disposition of the WD Services segment and determined that those held for sale conditions for discontinued operations presentation were met during the fourth quarter of 2018. As such, the historical financial results of the Company’s historical WD Services segment, and the related income tax effects have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements. Results of Operations The following table summarizes the results of operations classified as income (loss) from discontinued operations related to the WD services segment, net of tax, for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year ended December 31, 2020 2019 2018 Service revenue, net $ — $ — $ 264,553 Operating expenses: Service expense — — 248,824 General and administrative (income) expense 1,116 (2,652) 26,400 Asset impairment charge — — 9,203 Depreciation and amortization — — 11,864 Total operating (benefit) expenses 1,116 (2,652) 296,291 Operating income (loss) (1,116) 2,652 (31,738) Other expenses: Interest expense, net — — 35 Gain on foreign currency transactions — — (388) Other gain — — (87) Income (loss) from discontinued operations before loss on disposition and income taxes (1,116) 2,652 (31,298) Loss on disposition — — (53,692) (Provision) benefit for income taxes 338 (2,734) 47,937 Loss from discontinued operations, net of tax $ (778) $ (82) $ (37,053) The loss on disposition in the table above includes the reclassification of translation loss realized upon sale of subsidiaries of $30.0 million. The benefit for income taxes in the table above for the WD Services segment includes tax benefits on the WD Services Sale of $51.9 million (original estimate before CARES Act impact) and income tax expense on WD Services operations of $3.4 million. Asset impairment charges In connection with classifying the assets and liabilities of Ingeus France as held for sale during the year ended December 31, 2018, the carrying value of the assets and liabilities was reduced to its estimated fair value less selling costs. As a result, an impairment charge of $9.2 million was recorded during the year ended December 31, 2018 and is included in “Asset impairment charge” in the table above. Loss on disposition, net of tax The total loss on disposition, net of tax, related to the sale of WD Services subsidiaries during the year ended December 31, 2018 is calculated as follows (in thousands): Total cash received, net of transaction costs and cash sold $ 12,780 Total WD Services net asset value as of transaction date, net of cash sold (36,499) Income tax benefit (original estimate before CARES Act impact) 51,861 Gain on sale before reclassification of currency translation, net of tax 28,142 Adjustment for reclassification of currency translation (29,973) Loss on disposition, net of tax $ (1,831) Assets and liabilities The following table summarizes the carrying amounts of the major classes of assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019. Amounts represent the accounts of WD Services operations in Saudi Arabia, which were not sold as part of the WD Services Sale. December 31, 2020 2019 Cash and cash equivalents $ 302 $ 155 Prepaid expenses and other 456 — Current assets of discontinued operations $ 758 $ 155 Accounts payable $ — $ 17 Accrued expenses 1,971 1,414 Current liabilities of discontinued operations $ 1,971 $ 1,431 Human Services Segment |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The quarterly consolidated financial statements presented below reflect WD Services and Human Services as discontinued operations for all periods presented (in thousands): Quarter ended March 31, June 30, 2020 September 30, December 31, (1) (2) Service revenue, net $ 367,291 $ 282,256 $ 320,619 $ 398,509 Operating income 10,045 48,843 43,334 20,936 Income (loss) from continuing operations, net of tax 16,300 37,299 38,920 (2,905) (Loss) from discontinued operations, net of tax (202) (301) (115) (160) Net income (loss) attributable to ModivCare 16,098 36,998 38,805 (3,065) Earnings (loss) per common share (Note 18): Basic $ 1.00 $ (0.98) $ 2.52 $ (0.22) Diluted $ 1.00 $ (0.98) $ 2.52 $ (0.22) (1) The Company acquired National MedTrans, LLC, (NMT) in an all cash asset acquisition in Q2 of 2020. See further discussion at Note 3. Acquisitions . (2) Q4 2020 includes results related to the Personal Care Segment, which was created as a result of the Simplura acquisition that closed on November 18, 2020. Service revenue includes $54.0 million and operating income includes $4.1 million related to the Personal Care Segment for this quarter. See further discussion at Note 3. Acquisitions . Quarter ended March 31, June 30, 2019 September 30, December 31, (1) (2) Service revenue, net $ 367,815 $ 363,911 $ 393,385 $ 384,833 Operating income (loss) 3,441 (3,250) 16,987 7,554 Income (loss) from continuing operations, net of tax 1,314 (3,409) 8,580 (11,438) (Loss) income from discontinued operations, net of tax (732) 1,697 (426) 5,380 Net income (loss) attributable to ModivCare 582 (1,712) 8,154 (6,058) Earnings (loss) per common share (Note 18): Basic $ (0.04) $ (0.22) $ 0.47 $ (0.55) Diluted $ (0.04) $ (0.22) $ 0.47 $ (0.55) (1) Operating income was positively impacted by retroactive rate changes. (2) Loss from continuing operations, net of tax was negatively impacted by the Company's investment in Matrix. Matrix recorded asset impairment of $55.1 million for which the Company recorded its proportional share. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts Additions Balance at Charged to Charged to Deductions Balance at Year Ended December 31, 2020: Allowance for doubtful accounts $ 5,933 642 $ — $ 4,172 (1) $ 2,403 Year Ended December 31, 2019: Allowance for doubtful accounts $ 1,854 $ 3,220 $ 1,090 $ 231 (1) $ 5,933 Year Ended December 31, 2018: Allowance for doubtful accounts $ 5,262 $ 338 $ (523) $ 3,223 (1) $ 1,854 Notes: (1) 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. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. References to GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. The Company accounts for its investment in Matrix using the equity method, as the Company does not control the decision-making process or business management practices of Matrix. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on the management of Matrix to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from Matrix’s independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by Matrix that would have a material effect on the Company’s consolidated financial statements. See Note 7, Equity Investment , for further information. |
Discontinued Operations | Discontinued Operations During the periods presented, the Company completed the following transactions, which resulted in the presentation of the related operations as Discontinued Operations. Discontinued Operations In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. See Note 24, Discontinued Operations, for a summary of discontinued operations related to prior years. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include ModivCare Inc., its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts. |
Accounting Estimates | Accounting Estimates The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; loss reserves for reinsurance and self-funded insurance programs; and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsThe Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected. The Company regularly evaluates its accounts receivables, especially receivables that are past due, and reassesses its allowance for doubtful accounts based on identified customer collection issues. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect. |
Business Combinations | Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations, with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Acquisitions, for further discussion of the Company’s acquisitions. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset to the Company. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense. |
Recoverability of Goodwill | Recoverability of Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , the Company reviews goodwill for impairment annually, or more frequently if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform our annual goodwill impairment test as of December 31. First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value. The fair value of the Company's reporting units is estimated using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit. |
Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets | Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 3 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment |
Accrued Transportation Costs | Accrued Transportation Costs |
Deferred Financing Costs and Debt Discounts | Deferred Financing Costs and Debt Discounts |
Revenue Recognition | Revenue Recognition The Company recognizes revenue as it transfers control of promised services to its customers. The Company generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time. The Company's service revenues consist primarily of capitated revenues, including revenues attributable to capitated contracts with health plans and, to a lesser extent, revenues based on a fee-for-service ("FFS") structure where revenue represents revenue earned under contracts in which we will collect a specified amount. See further information in Note 5, Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 introduced FASB Accounting Standards Codification Topic 606 (“ASC 606”), which replaced historical revenue recognition guidance and was intended to improve and converge with international standards the financial reporting requirements for revenue from contracts with customers. The core principle of ASC 606 was that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASC 606 also required additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 allowed for adoption either on a full retrospective basis to each prior reporting period presented or on a modified retrospective basis with the cumulative effect of initially applying the new guidance recognized at the date of initial application. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method for contracts that were not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. These impacts were related to our WD Services segment, which has since met the criteria for classification as discontinued operations. Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2018 were as follows (in thousands): Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Current assets of discontinued operations $ 104,024 $ 11,182 $ 115,206 Liabilities Current liabilities of discontinued operations 61,643 5,442 67,085 Noncurrent liabilities of discontinued operations 7,565 30 7,595 Equity Retained earnings, net of tax 204,818 5,710 210,528 |
Stock-Based Compensation | Stock-Based Compensation The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value. • The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of restricted stock awards or units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period. • The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the cumulative compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date. • Performance-based RSUs vest upon achievement of certain company specific performance conditions. On the date of grant, the Company determines the fair value of the performance-based award using the fair value of the Company’s Common Stock at that time and assesses whether it is probable that the performance targets will be achieved. If assessed as probable, the Company records compensation expense for these awards over the requisite service period. At each reporting period, the Company reassesses the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. |
Income Taxes | Income Taxes Deferred income taxes are determined by the asset and liability method in accordance with ASC Topic 740 - Income Taxes . Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The net amount of deferred tax liabilities and assets, net of the valuation allowance, is presented as noncurrent in the Company's consolidated balance sheets. Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The Company has recorded a valuation allowance which includes amounts for certain carryforwards and deferred tax assets, as more fully described in Note 21, Income Taxes, for which the Company has concluded that it is more likely than not that these carryforwards and deferred tax assets will not be realized in the ordinary course of operations. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements. On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted. See Note 21, Income Taxes |
Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs | Loss Reserves for Certain Reinsurance and Self-Funded Insurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under reinsurance programs primarily through the Company’s wholly-owned subsidiary, Social Services Providers Captive Insurance Company (“SPCIC”), a licensed captive insurance company domiciled in the State of Arizona. As of May 16, 2017, SPCIC did not renew the expiring reinsurance policies. SPCIC will continue to resolve claims under the historical policy years. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to historical automobile, general and professional and workers’ compensation liability reinsurance policies, including the estimated losses in excess of SPCIC’s insurance limits, which would be reimbursed to SPCIC to the extent such losses were incurred. As of December 31, 2020 and 2019, the Company had reserves of $6.3 million and $4.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies, net of expected receivables for losses in excess of SPCIC’s historical insurance limits. The gross reserve as of December 31, 2020 and 2019 of $8.0 million and $12.8 million, respectively, is classified as “Self-funded insurance programs" and “Other long-term liabilities” in the consolidated balance sheets. The estimated amount to be reimbursed to SPCIC as of December 31, 2020 and 2019 was $1.7 million and $8.5 million, respectively, and is classified as “Other receivables” and “Other assets” in the consolidated balance sheets. The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $0.3 million per person, subject to an aggregating stop-loss limit of $0.4 million. In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2020 and 2019, the Company had $2.0 million and $1.9 million, respectively, in reserves for its self-funded health insurance programs. The reserves are classified as “Self-funded insurance programs” in the consolidated balance sheets. The Company utilizes analyses prepared by third-party administrators and independent actuaries based on historical claims information with respect to the general and professional liability coverage, workers’ compensation coverage, automobile liability, automobile physical damage, and health insurance coverage to determine the amount of required reserves. The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes basic earnings (loss) per share by taking net income (loss) attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 18, Earnings Per Share . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the year ended December 31, 2020: In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). The amendments in ASU 2016-13 superseded much of the existing guidance for reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The amendments in ASU 2016-13 affected loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted ASU 2016-13 on January 1, 2020. This guidance did not have a material impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which removed, modified, and added additional disclosures related to fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company elected to apply the prospective transition approach and therefore applied the transition requirements to any eligible costs incurred after adoption. The Company adopted ASU 2018-15 on January 1, 2020. The Company has not incurred any material implementation costs associated with new service contracts since the date of adoption. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2020-02"). ASU 2020-02 provides interpretive guidance on methodologies and supporting documentation for measuring credit losses, with a focus on the documentation the SEC would normally expect registrants engaged in lending transactions to prepare and maintain to support estimates of current expected credit losses for loan transactions. The Company adopted ASU 2020-02 on February 6, 2020, as the ASU was effective upon issuance. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments ("ASU 2020-03") to make improvements to ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). Public business entities that meet the definition of an SEC filer, excluding eligible smaller reporting companies as defined by the SEC, should adopt ASU 2020-03 during 2020. The Company adopted ASU 2020-03 on April 1, 2020. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future. Recent accounting pronouncements that the Company has yet to adopt are as follows: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The ASU removes certain exceptions to the general principles in ASC 740, Income Taxes, and also clarifies and amends existing guidance to improve consistent application. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of this ASU, but does not expect a material impact to the financial statements upon adoption. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"), to clarify the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. ASU 2020-01 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the impact ASU 2020-01 will have on its consolidated financial statements or disclosures; however, does not expect the adoption to have a material impact. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04") which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The relief granted in ASC 848, Reference Rate Reform ("ASC 848"), is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. The provisions of ASC 848 must be applied for all transactions other than derivatives, which may be applied at a hedging relationship level. Entities may apply the provisions as of the beginning of the reporting period when the election is made (i.e. as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. The Company is currently evaluating the impact ASU 2020-04 will have on its consolidated financial statements or disclosures; however, does not expect the adoption to have a material impact. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06") which addresses the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The update limits the accounting models for convertible instruments resulting in fewer embedded conversion features being separately recognized from the host contract. Specifically, ASU 2020-06 removes from GAAP the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. The Company is currently evaluating the impact ASU 2020-06 will have on its consolidated financial statements or disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Upon adoption of ASU 2014-09, the cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2018 were as follows (in thousands): Balance at December 31, 2017 Adjustments due to ASU 2014-09 Balance at January 1, 2018 Assets Current assets of discontinued operations $ 104,024 $ 11,182 $ 115,206 Liabilities Current liabilities of discontinued operations 61,643 5,442 67,085 Noncurrent liabilities of discontinued operations 7,565 30 7,595 Equity Retained earnings, net of tax 204,818 5,710 210,528 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule Purchase Price Allocation | The following is a preliminary estimate, as a result of certain items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of November 17, 2020 (in thousands): Cash $ 21,182 Accounts receivable (1) 69,882 Prepaid expenses and other (2) 9,089 Property and equipment (3) 1,640 Intangible assets (4) 264,770 Operating right of use asset (5) 11,725 Goodwill (6) 309,711 Other assets (7) 4,561 Accounts payable and accrued liabilities (8) (46,043) Accrued expense (8) (2,564) Deferred revenue (8) (2,871) Deferred acquisition payments (9) (4,046) Deferred acquisition note payable (8) (1,050) Operating lease liabilities (5) (11,725) Deferred tax liabilities (10) (57,883) Total of assets acquired and liabilities assumed $ 566,378 Cash $ 1,302 Accounts receivable 996 Other assets 216 Property and equipment 49 Intangibles 15,700 Goodwill 40,001 Deferred taxes, net (2,199) Accounts payable and accrued liabilities (1,244) Deferred revenue (69) Other non-current liabilities (52) Total of assets acquired and liabilities assumed $ 54,700 |
Schedule of Finite-Lived Intangible Assets Acquired | The fair value allocation of the net consideration is as follows (in thousands, except useful lives): Type Useful Life Value Payor relationships Amortizable 6 years $ 75,514 Trade names and trademarks Amortizable 3 years 2,151 $ 77,665 The fair value of intangible assets was as follows (in thousands, except useful lives): Type Useful Life Value Customer relationships Amortizable 3 years $ 1,400 Trademarks and trade names Amortizable 3 years 200 Developed technology Amortizable 5 years 14,100 $ 15,700 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 15 years $ 221,000 Trademarks and trade names Amortizable 10 years 43,000 Licenses Not Amortizable Indefinite 770 $ 264,770 |
Pro Forma Information | Year Ended December 31, 2020 2019 Proforma: Revenue $ 1,775,428 $ 1,977,156 Income (loss) from continuing operations, net 59,384 (16,946) Diluted earnings (loss) per share 0.05 (1.65) The amounts of Circulation’s revenue and net income included in the Company’s consolidated statement of operations for the year ended December 31, 2018, and the unaudited pro forma revenue and net (loss) income attributable to ModivCare of the combined entity had the acquisition date been January 1, 2017, were (in thousands): Year Ended December 31, 2018 Actual Circulation: Revenue $ 2,205 Net loss $ (2,108) Year Ended December 31, 2018 2017 Pro forma: Revenue $ 1,388,203 $ 1,319,195 Net (loss) income attributable to ModivCare (21,541) 49,097 Diluted (loss) earnings per share $ (2.11) $ 2.85 |
Schedule of Business Acquisitions, by Acquisition | The consideration paid for the acquisition is as follows (in thousands): Value Consideration paid $ 80,000 Transaction costs 774 Restricted cash received (3,109) Net consideration $ 77,665 The purchase price of Circulation was calculated as follows (in thousands): Cash purchase of common stock $ 45,123 ModivCare’s acquisition date fair value equity interest in Circulation 9,577 Total consideration $ 54,700 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Financial Information Attributable to the Company's Business Segments | The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 NEMT Matrix Personal Care Total Service revenue, net $ 1,314,705 $ — $ 53,970 $ 1,368,675 Service expense 1,036,288 — 42,507 1,078,795 General and administrative expense 133,212 — 7,327 140,539 Depreciation and amortization 24,516 — 1,667 26,183 Operating income $ 120,689 $ — $ 2,469 $ 123,158 Equity in net (income) loss of investee $ — $ (8,860) $ — $ (8,860) Equity investment $ — $ 137,466 $ — $ 137,466 Goodwill $ 135,216 $ — $ 309,711 $ 444,927 Total assets $ 594,952 $ 137,466 $ 693,495 $ 1,425,913 Year Ended December 31, 2019 NEMT Matrix Investment Total Service revenue, net $ 1,509,944 $ — $ 1,509,944 Service expense 1,401,152 — 1,401,152 General and administrative expense 67,244 — 67,244 Depreciation and amortization 16,816 — 16,816 Operating income $ 24,732 $ — $ 24,732 Equity in net loss of investee $ — $ 29,685 $ 29,685 Equity investment $ — $ 130,869 $ 130,869 Goodwill $ 135,216 $ — $ 135,216 Total assets $ 466,357 $ 130,869 $ 597,226 Year Ended December 31, 2018 NEMT Matrix Investment Total Service revenue, net $ 1,384,965 $ — $ 1,384,965 Service expense 1,253,608 — 1,253,608 General and administrative expense 77,093 — 77,093 Asset impairment charge 14,175 — 14,175 Depreciation and amortization 15,813 — 15,813 Operating income $ 24,276 $ — $ 24,276 Equity in net income of investee $ — $ 6,158 $ 6,158 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes disaggregated revenue from contracts with customers for the years ended December 31, 2020 and 2019 by contract type (in thousands): Year Ended December 31, 2020 2019 State Medicaid and Medicare agency contracts $ 670,082 $ 736,030 Managed care organization contracts 698,593 773,914 Total Service revenue, net $ 1,368,675 $ 1,509,944 Capitated contracts $ 1,132,929 $ 1,277,241 Non-capitated contracts 235,746 232,703 Total Service revenue, net $ 1,368,675 $ 1,509,944 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net as of December 31, 2020 and 2019, inclusive of a reconciliation contract receivable, which is a receivable balance from reconciliation type contracts and risk corridor contracts (in thousands): December 31, 2020 December 31, 2019 Accounts receivable $ 164,622 $ 124,868 Reconciliation contract receivable 35,724 61,481 Allowance for doubtful accounts (2,403) (5,933) Accounts receivable, net $ 197,943 $ 180,416 |
Contract with Customer, Asset and Liability | The following table provides information about other accounts included on the accompanying consolidated balance sheets inclusive of a reconciliation contract payable, which is a payable balance from reconciliation type contracts and risk corridor contracts (in thousands): December 31, 2020 December 31, 2019 Reconciliation Contract Payable, included in “ accrued expenses ” $ 101,705 $ 15,706 Reconciliation Contract Payable, included in "other long-term liabilities" 72,183 — Deferred revenue, current 2,923 227 Deferred revenue, long-term, included in “ other long-term liabilities ” 566 758 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 183,281 $ 61,520 Restricted cash, current 75 153 Cash, cash equivalents and restricted cash $ 183,356 $ 61,673 |
Equity Investment (Tables)
Equity Investment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Income Statement And Balance Sheet Disclosure | Summary financial information for Matrix on a standalone basis is as follows (in thousands): December 31, 2020 2019 Current assets $ 143,110 $ 64,221 Long-term assets 619,642 631,007 Current liabilities 81,920 31,256 Long-term liabilities 351,036 351,380 Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Revenue $ 414,622 $ 275,391 $ 282,067 Operating income (loss) 39,412 (61,000) (1,186) Net income (loss) 15,137 (69,353) (19,962) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other were comprised of the following (in thousands): December 31, 2020 2019 Prepaid income taxes $ 14,633 $ 2,942 Prepaid insurance 7,577 1,317 Prepaid rent 1,196 868 Other 8,479 5,815 Total prepaid expenses and other $ 31,885 $ 10,942 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands, except useful lives): Estimated Useful December 31, Life (years) 2020 2019 Software 3 — 10 $ 31,830 $ 27,339 Computer and telecom equipment 3 — 5 28,446 30,313 Leasehold improvements Shorter of 7 years or lease term 8,419 8,290 Automobiles 5 4,846 3,931 Construction and development in progress N/A 4,721 3,104 Furniture and fixtures 5 — 10 2,330 1,711 80,592 74,688 Less accumulated depreciation (53,048) (51,445) Total property and equipment, net $ 27,544 $ 23,243 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in goodwill were as follows for the period from December 31, 2019 to December 31, 2020 (in thousands): ModivCare Balances at December 31, 2019 Goodwill $ 231,216 Accumulated impairment losses (96,000) 135,216 Acquisition of Simplura 309,711 Balances at December 31, 2020 Goodwill 540,927 Accumulated impairment losses (96,000) $ 444,927 |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of acquired customer relationships, trademarks and trade names, and developed technology. Intangible assets consisted of the following (in thousands, except estimated useful lives): December 31, 2020 2019 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Amortization Payor relationships 3 - 15 $ 341,714 $ (48,952) $ 45,200 $ (35,980) Developed technology 5 14,100 (6,345) 14,100 (3,525) Trademarks and trade names 3 - 10 45,351 (986) 200 (84) New York LHCSA Permit Indefinite 770 — — — Total $ 401,935 $ (56,283) $ 59,500 $ (39,589) |
Future Amortization Expense | The total amortization expense is estimated to be as follows for the next five years as of December 31, 2020 (in thousands): Year Amount 2021 $ 38,504 2022 37,864 2023 34,040 2024 31,685 2025 31,685 Total $ 173,778 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued contract payments $ 101,705 $ 15,706 Accrued compensation and related liabilities 57,201 8,941 Other 23,560 9,788 Accrued cash settled stock-based compensation 19,376 3,282 Union pension obligation 6,632 — Accrued interest 4,927 228 Accrued legal fees 3,228 788 Accrued income taxes 2,042 — Total accrued expenses $ 218,671 $ 38,733 The CARES Act (discussed in Note 21, Income Taxes ) provides for deferred payment of the employer portion of social security (FICA) taxes through the end of 2020, with 50% of the deferred amount due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Accrued compensation and related liabilities amount includes $20.8 million related to this deferral. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Instrument Redemption | On or after November 15, 2022, the Company may redeem all or a part of the Notes upon not less than ten days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below: Year Percentage 2022 102.938% 2023 101.469% 2024 and thereafter 100.000% |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock Activity | The following table summarizes the Preferred Stock activity for the years ended December 31, 2020 and 2019 (in thousands, except share count): Dollar Value Share Count Balance at December 31, 2018 $ 77,392 801,606 Conversion to common stock (284) (2,818) Allocation of issuance costs 12 — Balance at December 31, 2019 $ 77,120 798,788 Conversion to common stock (3,335) (33,039) Conversion to common stock pursuant to Conversion Agreement (37,256) (369,120) Preferred stock redemption pursuant to Conversion Agreement (40,033) (396,629) Allocation of issuance costs 3,504 — Balance at December 31, 2020 $ — — |
Stock-Based Compensation and _2
Stock-Based Compensation and Similar Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of 2006 Plan Activity | The following table summarizes the activity under the 2006 Plan as of December 31, 2020: Number of shares of the Company’s Common Stock authorized for Number of shares Number of shares of the Company’s Common Stock subject to issuance future grants Stock Options Stock Grants 2006 Plan 5,400,000 1,250,381 297,379 93,227 |
Schedule of Stock-Based Compensation | The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Service expense $ 222 $ 572 $ 200 General and administrative expense 3,708 4,842 $ 8,787 Equity in net loss of investees — — 137 Income from discontinued operations, net of tax — — 6 Total stock-based compensation $ 3,930 $ 5,414 $ 9,130 |
Schedule of Stock-Based Compensation Valuation Assumptions | The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 28.3% — 38.1% 27.5% — 33.0% 26.5% — 39.8% Risk-free interest rate 0.2% — 1.4% 1.6% — 2.5% 2.3% — 2.9% Expected life of options (years) 3.5 — 4.4 1.8 — 5.3 1.3 — 6.5 |
Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2020: Year ended December 31, 2020 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period, January 1 642,496 $ 64.75 Granted 97,377 71.56 Exercised (372,478) 68.22 Forfeited/Canceled (63,672) 61.84 Expired (6,344) 14.19 Outstanding at end of period, December 31 297,379 $ 64.32 4.82 $ 22,103 Vested or expected to vest at end of period, December 31 297,379 $ 64.32 4.82 $ 22,103 Exercisable at end of period, December 31 54,546 $ 61.59 3.72 $ 4,202 |
Weighted-Average Grant Date Fair Value, Total Intrinsic Value, and Cash Received | The weighted-average grant date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands, except for share price): Year ended December 31, 2020 2019 2018 Weighted-average grant date fair value per share $ 71.56 $ 16.30 $ 15.08 Options exercised: Total intrinsic value $ 26,228 $ 3,204 $ 6,805 Cash received $ 25,413 $ 11,142 $ 12,413 |
Restricted Stock Activity | The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2020: Shares Weighted-average grant date fair value Non-vested at beginning of period, January 1 91,477 $ 59.84 Granted 39,566 $ 71.30 Vested (22,724) $ 60.11 Forfeited or cancelled (15,092) $ 58.84 Non-vested at end of period, December 31 93,227 $ 64.81 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table details the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data): Year ended December 31, 2020 2019 2018 Numerator: Net income (loss) attributable to ModivCare $ 88,836 $ 966 $ (18,981) Dividends on convertible preferred stock outstanding (1,171) (4,403) (4,413) Dividends paid pursuant to the Conversion Agreement (816) — — Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement (52,139) — — Income allocated to participating securities (2,239) — (1,863) Net income (loss) available to common stockholders $ 32,471 $ (3,437) $ (25,257) Continuing operations $ 33,249 $ (9,356) $ 11,953 Discontinued operations (778) 5,919 (37,210) Net income (loss) available to common stockholders $ 32,471 $ (3,437) $ (25,257) Denominator: Denominator for basic earnings per share -- weighted-average shares 13,567,323 12,958,713 12,960,837 Effect of dilutive securities: Common stock options 71,651 — 72,410 Restricted stock units 44,334 — — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 13,683,308 12,958,713 13,033,247 Basic earnings (loss) per share: Continuing operations $ 2.45 $ (0.72) $ 0.92 Discontinued operations (0.06) 0.46 (2.87) Basic earnings (loss) per share $ 2.39 $ (0.26) $ (1.95) Diluted earnings (loss) per share: Continuing operations $ 2.43 $ (0.72) $ 0.92 Discontinued operations (0.06) 0.46 (2.86) Diluted earnings (loss) per share $ 2.37 $ (0.26) $ (1.94) |
Schedule of Antidilutive Securities | 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: Year ended December 31, 2020 2019 2018 Stock options to purchase common stock 43,061 583,469 560,547 Convertible preferred stock — 800,460 802,489 |
Leases and Service Commitment (
Leases and Service Commitment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Classifications | A summary of all lease classifications in our consolidated balance sheet is as follows (in thousands): Leases Classification December 31, 2020 December 31, 2019 Assets Operating lease assets Operating lease ROU assets $ 30,928 $ 20,095 Finance lease assets Property and equipment, net (1) 367 555 Total leased assets $ 31,295 $ 20,650 Liabilities Current: Operating Current portion of operating lease liabilities $ 8,277 $ 6,730 Finance Current portion of long-term obligations 45 308 Long-term: Operating Operating lease liabilities, less current portion 23,437 14,502 Finance Finance lease liabilities, less current portion — 45 Total lease liabilities $ 31,759 $ 21,585 (1) Finance leased assets have an accumulated amortization o f $0.6 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2020 , maturities of lease liabilities are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 10,323 $ 45 $ 10,368 2022 8,756 — 8,756 2023 6,140 — 6,140 2024 4,145 — 4,145 2025 2,833 — 2,833 Thereafter 4,737 — 4,737 Total lease payments $ 36,934 $ 45 $ 36,979 Less: interest and accretion (5,220) — (5,220) Present value of minimum lease payments $ 31,714 $ 45 $ 31,759 Less: current portion (8,277) (45) (8,322) Long-term portion $ 23,437 $ — $ 23,437 As of December 31, 2019, maturities of lease liabilities were as follows (in thousands) : Operating Leases Finance Leases Total 2020 $ 7,586 $ 308 $ 7,894 2021 5,845 45 5,890 2022 4,869 — 4,869 2023 2,890 — 2,890 2024 1,330 — 1,330 Thereafter 830 — 830 Total lease payments $ 23,350 $ 353 $ 23,703 Less: interest and accretion (2,118) — (2,118) Present value of minimum lease payments $ 21,232 $ 353 $ 21,585 Less: current portion (6,730) (308) (7,038) Long-term portion $ 14,502 $ 45 $ 14,547 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2020 , maturities of lease liabilities are as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 10,323 $ 45 $ 10,368 2022 8,756 — 8,756 2023 6,140 — 6,140 2024 4,145 — 4,145 2025 2,833 — 2,833 Thereafter 4,737 — 4,737 Total lease payments $ 36,934 $ 45 $ 36,979 Less: interest and accretion (5,220) — (5,220) Present value of minimum lease payments $ 31,714 $ 45 $ 31,759 Less: current portion (8,277) (45) (8,322) Long-term portion $ 23,437 $ — $ 23,437 As of December 31, 2019, maturities of lease liabilities were as follows (in thousands) : Operating Leases Finance Leases Total 2020 $ 7,586 $ 308 $ 7,894 2021 5,845 45 5,890 2022 4,869 — 4,869 2023 2,890 — 2,890 2024 1,330 — 1,330 Thereafter 830 — 830 Total lease payments $ 23,350 $ 353 $ 23,703 Less: interest and accretion (2,118) — (2,118) Present value of minimum lease payments $ 21,232 $ 353 $ 21,585 Less: current portion (6,730) (308) (7,038) Long-term portion $ 14,502 $ 45 $ 14,547 |
Lease cost | Lease terms and discount rates are as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating lease costs 4.89 3.68 Finance lease cost 0.08 1.34 Weighted-average discount rate: Operating lease costs 5.25% 5.25 % Finance lease cost 3.28% 3.28 % (in thousands) : Year Ended December 31, 2020 Year Ended December 31, 2019 Financing cash flows from finance leases $ (336) $ (718) Operating cash flows from operating leases (10,771) (10,919) Amortization of operating leased ROU assets to the operating lease liability 9,238 10,133 ROU assets obtained through operating lease liabilities 19,992 6,787 |
Service Commitment | Future minimum payments under the service commitments consisted of the following at December 31, 2020 (in thousands): Service Commitment 2021 $ 3,464 Total future minimum payments $ 3,464 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Federal, State and Foreign Income Tax Provision | The federal and state tax provision is summarized as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal income tax (benefit) expense: Current $ 2,689 $ (371) $ 3,462 Deferred 9,447 (1,166) (1,157) Total federal income tax (benefit) expense 12,136 (1,537) 2,305 State income tax expense (benefit): Current 10,197 2,562 2,113 Deferred 2,472 (1,598) 266 Total state income tax expense 12,669 964 2,379 Total (benefit) provision for income taxes $ 24,805 $ (573) $ 4,684 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income from continuing operations before income taxes is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal statutory rates 21.0 % 21.0 % 21.0 % Federal income tax at statutory rates $ 24,028 $ (1,160) $ 4,812 Revaluation of net deferred tax liabilities due to U.S. tax reform — — (286) Change in valuation allowance (505) 10 36 Change in uncertain tax positions 116 181 108 State income taxes, net of federal benefit 11,107 721 1,843 Non-taxable income (124) (93) — Compensation expense 1,036 606 235 Stock-based compensation (650) (101) 76 Meals and entertainment 51 81 74 Transaction costs 1,289 — 263 Gain on remeasurement of cost method investment — — (1,381) Tax credits (650) (858) (1,208) CARES Act Benefit (10,984) — — Other 91 40 112 (Benefit) provision for income taxes $ 24,805 $ (573) $ 4,684 Effective income tax rate 21.7 % 10.4 % 20.4 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities of continuing operations are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 840 $ 14,357 Capital loss carryforward 957 1,406 Tax credit carryforwards 389 792 Interest expense carryforward 1,570 — Accounts receivable allowance 1,923 1,497 Accrued items and reserves 14,511 2,854 Stock-based compensation 852 1,276 Deferred rent 382 476 Deferred revenue 183 207 Other 591 68 Total deferred tax assets 22,198 22,933 Deferred tax liabilities: Prepaids 2,336 1,766 Property and equipment depreciation 4,600 3,404 Goodwill and intangibles amortization 66,781 5,312 Equity investment 38,400 32,774 Total deferred tax liabilities 112,117 43,256 Deferred tax liabilities, net of deferred tax assets (89,919) (20,323) Less valuation allowance (2,276) (2,584) Net deferred tax liabilities $ (92,195) $ (22,907) |
Summary of Operating Loss Carryforwards | 2026 $ 485 2027 and thereafter 19,157 Total state net operating loss carryforwards $ 19,642 |
Unrecognized Tax Benefits Rollforward | A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands): December 31, 2020 2019 2018 Unrecognized tax benefits, beginning of year $ 1,403 $ 1,222 $ 1,115 Increase related to prior year tax positions — 133 104 Increase related to current year tax positions 116 128 160 Statute of limitations expiration — (80) (157) Unrecognized tax benefits, end of year $ 1,519 $ 1,403 $ 1,222 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the results of operations classified as income (loss) from discontinued operations related to the WD services segment, net of tax, for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year ended December 31, 2020 2019 2018 Service revenue, net $ — $ — $ 264,553 Operating expenses: Service expense — — 248,824 General and administrative (income) expense 1,116 (2,652) 26,400 Asset impairment charge — — 9,203 Depreciation and amortization — — 11,864 Total operating (benefit) expenses 1,116 (2,652) 296,291 Operating income (loss) (1,116) 2,652 (31,738) Other expenses: Interest expense, net — — 35 Gain on foreign currency transactions — — (388) Other gain — — (87) Income (loss) from discontinued operations before loss on disposition and income taxes (1,116) 2,652 (31,298) Loss on disposition — — (53,692) (Provision) benefit for income taxes 338 (2,734) 47,937 Loss from discontinued operations, net of tax $ (778) $ (82) $ (37,053) The total loss on disposition, net of tax, related to the sale of WD Services subsidiaries during the year ended December 31, 2018 is calculated as follows (in thousands): Total cash received, net of transaction costs and cash sold $ 12,780 Total WD Services net asset value as of transaction date, net of cash sold (36,499) Income tax benefit (original estimate before CARES Act impact) 51,861 Gain on sale before reclassification of currency translation, net of tax 28,142 Adjustment for reclassification of currency translation (29,973) Loss on disposition, net of tax $ (1,831) Assets and liabilities The following table summarizes the carrying amounts of the major classes of assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019. Amounts represent the accounts of WD Services operations in Saudi Arabia, which were not sold as part of the WD Services Sale. December 31, 2020 2019 Cash and cash equivalents $ 302 $ 155 Prepaid expenses and other 456 — Current assets of discontinued operations $ 758 $ 155 Accounts payable $ — $ 17 Accrued expenses 1,971 1,414 Current liabilities of discontinued operations $ 1,971 $ 1,431 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The quarterly consolidated financial statements presented below reflect WD Services and Human Services as discontinued operations for all periods presented (in thousands): Quarter ended March 31, June 30, 2020 September 30, December 31, (1) (2) Service revenue, net $ 367,291 $ 282,256 $ 320,619 $ 398,509 Operating income 10,045 48,843 43,334 20,936 Income (loss) from continuing operations, net of tax 16,300 37,299 38,920 (2,905) (Loss) from discontinued operations, net of tax (202) (301) (115) (160) Net income (loss) attributable to ModivCare 16,098 36,998 38,805 (3,065) Earnings (loss) per common share (Note 18): Basic $ 1.00 $ (0.98) $ 2.52 $ (0.22) Diluted $ 1.00 $ (0.98) $ 2.52 $ (0.22) (1) The Company acquired National MedTrans, LLC, (NMT) in an all cash asset acquisition in Q2 of 2020. See further discussion at Note 3. Acquisitions . (2) Q4 2020 includes results related to the Personal Care Segment, which was created as a result of the Simplura acquisition that closed on November 18, 2020. Service revenue includes $54.0 million and operating income includes $4.1 million related to the Personal Care Segment for this quarter. See further discussion at Note 3. Acquisitions . Quarter ended March 31, June 30, 2019 September 30, December 31, (1) (2) Service revenue, net $ 367,815 $ 363,911 $ 393,385 $ 384,833 Operating income (loss) 3,441 (3,250) 16,987 7,554 Income (loss) from continuing operations, net of tax 1,314 (3,409) 8,580 (11,438) (Loss) income from discontinued operations, net of tax (732) 1,697 (426) 5,380 Net income (loss) attributable to ModivCare 582 (1,712) 8,154 (6,058) Earnings (loss) per common share (Note 18): Basic $ (0.04) $ (0.22) $ 0.47 $ (0.55) Diluted $ (0.04) $ (0.22) $ 0.47 $ (0.55) (1) Operating income was positively impacted by retroactive rate changes. (2) Loss from continuing operations, net of tax was negatively impacted by the Company's investment in Matrix. Matrix recorded asset impairment of $55.1 million for which the Company recorded its proportional share. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | Dec. 31, 2020state |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of states in which entity operates | 7 |
Matrix | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 43.60% |
Significant Accounting Polici_4
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 04, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Provision for doubtful accounts | $ (3,530) | $ 4,078 | $ 6,062 | |
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | |||
Accrued transportation costs | $ 79,674 | 87,063 | ||
Deferred financing costs, current, net | 1,500 | |||
Deferred financing costs, noncurrent, net | 14,000 | |||
Gross reinsurance liability reserve | 8,000 | 12,800 | ||
Reimbursable reinsurance reserve | 1,700 | 8,500 | ||
Self insurance maximum exposure per claim employee medical | 300 | |||
Self insurance maximum exposure per claim employee medical, stop-loss limit | 400 | |||
Self insurance reserve | 2,000 | 1,900 | ||
Senior Notes | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, gross | 500,000 | $ 500,000 | ||
Social Services Providers Captive Insurance Company | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Gross reinsurance liability reserve | $ 6,300 | 4,300 | ||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated Useful Life (Yrs) | 3 years | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated Useful Life (Yrs) | 15 years | |||
Continuing Operations | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Provision for doubtful accounts | $ 600 | $ 3,200 | $ 300 |
Significant Accounting Polici_5
Significant Accounting Policies and Recent Accounting Pronouncements - ASU 2014-09 Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Current assets of discontinued operations | $ 104,024 | $ 758 | $ 155 | ||
Current liabilities of discontinued operations | 61,643 | 1,971 | 1,430 | ||
Noncurrent liabilities of discontinued operations | 7,565 | ||||
Retained earnings, net of tax | $ 336,017 | 411,610 | 317,592 | $ 310,998 | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Current assets of discontinued operations | $ 11,182 | ||||
Current liabilities of discontinued operations | 5,442 | ||||
Noncurrent liabilities of discontinued operations | 30 | ||||
Retained earnings, net of tax | 5,710 | ||||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Current assets of discontinued operations | $ 115,206 | ||||
Current liabilities of discontinued operations | 67,085 | ||||
Noncurrent liabilities of discontinued operations | 7,595 | ||||
Retained Earnings (accumulated deficit) | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings, net of tax | 204,818 | $ 218,414 | $ 183,733 | $ 187,127 | |
Retained Earnings (accumulated deficit) | Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings, net of tax | $ 5,710 | ||||
Retained Earnings (accumulated deficit) | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings, net of tax | $ 210,528 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Nov. 18, 2020USD ($)statenumberOfBranches | May 06, 2020USD ($) | Sep. 21, 2018USD ($)co-founder | Jul. 31, 2017USD ($) | Dec. 31, 2020USD ($)state | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 04, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Number of states in which entity operates | state | 7 | |||||||
Consideration transferred | $ 644,044,000 | $ 0 | $ 54,700,000 | |||||
Goodwill deductible for income tax purposes | 52,200,000 | |||||||
Cash acquired from acquisition | 21,182,000 | 0 | 1,302,000 | |||||
Goodwill | 444,927,000 | 135,216,000 | ||||||
Debt issuance costs, net | 14,000,000 | |||||||
ModivCare’s acquisition date fair value equity interest in Circulation | 0 | 0 | 9,577,000 | |||||
Remeasurement gain | 0 | 0 | 6,577,000 | |||||
Senior Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term debt, gross | 500,000,000 | $ 500,000,000 | ||||||
Debt issuance costs, net | 14,500,000 | |||||||
Simplura Health Group | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of branches | numberOfBranches | 57 | |||||||
Number of states in which entity operates | state | 7 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Consideration transferred | $ 545,200,000 | |||||||
Consideration transferred, net of cash from acquisition excluded | 566,400,000 | |||||||
Cash acquired from acquisition | 21,200,000 | |||||||
Goodwill | 309,711,000 | |||||||
Business combination, indemnification assets, amount as of acquisition date | $ 3,900,000 | |||||||
Pro forma interest expense | 23,500,000 | 28,000,000 | ||||||
Adjustment In earnings | 26,600,000 | $ 35,000,000 | ||||||
Merger and acquisition related diligence costs | 10,500,000 | |||||||
Revenue | 54,000,000 | |||||||
Net loss | 1,400,000 | |||||||
Simplura Health Group | Senior Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term debt, gross | 486,000,000 | |||||||
Debt issuance costs, net | 14,000,000 | |||||||
Simplura Health Group | Line of Credit | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term debt, gross | 75,000,000 | |||||||
National MedTrans | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 77,665,000 | |||||||
Cash acquired from acquisition | 3,109,000 | |||||||
Merger and acquisition related diligence costs | 774,000 | |||||||
Purchase price | $ 80,000,000 | |||||||
Acquisition costs | $ 800,000 | |||||||
Circulation | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 54,700,000 | |||||||
Goodwill deductible for income tax purposes | 0 | |||||||
Goodwill | 40,001,000 | |||||||
Merger and acquisition related diligence costs | 1,700,000 | |||||||
Revenue | 2,205,000 | |||||||
Net loss | $ (2,108,000) | |||||||
Purchase price | 45,123,000 | |||||||
Contingent liability | $ 1,000,000 | |||||||
Contingent liability, term | 3 years | |||||||
Number of co-founders of acquired entity | co-founder | 2 | |||||||
Initial investment | $ 3,000,000 | |||||||
ModivCare’s acquisition date fair value equity interest in Circulation | $ 9,577,000 | |||||||
Remeasurement gain | $ 6,600,000 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase (Details) - USD ($) $ in Thousands | May 06, 2020 | Sep. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
ModivCare’s acquisition date fair value equity interest in Circulation | $ 0 | $ 0 | $ 9,577 | ||
Cash acquired | (21,182) | 0 | (1,302) | ||
Purchase price | $ 644,044 | $ 0 | 54,700 | ||
National MedTrans | |||||
Business Acquisition [Line Items] | |||||
Cash purchase of common stock | $ 80,000 | ||||
Transaction costs | 774 | ||||
Cash acquired | (3,109) | ||||
Purchase price | $ 77,665 | ||||
Circulation | |||||
Business Acquisition [Line Items] | |||||
Cash purchase of common stock | $ 45,123 | ||||
Transaction costs | $ 1,700 | ||||
ModivCare’s acquisition date fair value equity interest in Circulation | 9,577 | ||||
Purchase price | $ 54,700 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 18, 2020 | Dec. 31, 2019 | Sep. 21, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 444,927 | $ 135,216 | ||
Simplura Health Group | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 21,182 | |||
Accounts receivable | 69,882 | |||
Prepaid expenses and other | 9,089 | |||
Property and equipment | 1,640 | |||
Intangibles | 264,770 | |||
Operating right of use asset | 11,725 | |||
Goodwill | 309,711 | |||
Other assets | 4,561 | |||
Accounts payable and accrued liabilities | (46,043) | |||
Accrued expense | (2,564) | |||
Deferred revenue | (2,871) | |||
Deferred acquisition payments | (4,046) | |||
Deferred acquisition notes payable | (1,050) | |||
Operating lease liabilities | (11,725) | |||
Deferred taxes, net | (57,883) | |||
Total of assets acquired and liabilities assumed | $ 566,378 | |||
Circulation | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,302 | |||
Accounts receivable | 996 | |||
Property and equipment | 49 | |||
Intangibles | 15,700 | |||
Goodwill | 40,001 | |||
Other assets | 216 | |||
Accounts payable and accrued liabilities | (1,244) | |||
Deferred revenue | (69) | |||
Deferred taxes, net | (2,199) | |||
Other non-current liabilities | (52) | |||
Total of assets acquired and liabilities assumed | $ 54,700 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 18, 2020 | May 06, 2020 | Sep. 21, 2018 |
Simplura Health Group | |||
Business Acquisition [Line Items] | |||
Intangibles | $ 264,770 | ||
Simplura Health Group | Customer relationships | |||
Business Acquisition [Line Items] | |||
Useful Life | 15 years | ||
Value | $ 221,000 | ||
Simplura Health Group | Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Useful Life | 10 years | ||
Value | $ 43,000 | ||
Simplura Health Group | Licenses | |||
Business Acquisition [Line Items] | |||
Value | $ 770 | ||
National MedTrans | |||
Business Acquisition [Line Items] | |||
Value | $ 77,665 | ||
National MedTrans | Customer relationships | |||
Business Acquisition [Line Items] | |||
Useful Life | 6 years | ||
Value | $ 75,514 | ||
National MedTrans | Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Useful Life | 3 years | ||
Value | $ 2,151 | ||
Circulation | |||
Business Acquisition [Line Items] | |||
Value | $ 15,700 | ||
Intangibles | $ 15,700 | ||
Circulation | Customer relationships | |||
Business Acquisition [Line Items] | |||
Useful Life | 3 years | ||
Value | $ 1,400 | ||
Circulation | Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Useful Life | 3 years | ||
Value | $ 200 | ||
Circulation | Developed technology | |||
Business Acquisition [Line Items] | |||
Useful Life | 5 years | ||
Value | $ 14,100 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Simplura Health Group | ||||
Actual Circulation: | ||||
Revenue | $ 54,000 | |||
Net loss | 1,400 | |||
Proforma: | ||||
Revenue | 1,775,428 | $ 1,977,156 | ||
Net (loss) income attributable to ModivCare | $ 59,384 | $ (16,946) | ||
Diluted (loss) earnings per share (in USD per share) | $ 0.05 | $ (1.65) | ||
Circulation | ||||
Actual Circulation: | ||||
Revenue | $ 2,205 | |||
Net loss | (2,108) | |||
Proforma: | ||||
Revenue | 1,388,203 | $ 1,319,195 | ||
Net (loss) income attributable to ModivCare | $ (21,541) | $ 49,097 | ||
Diluted (loss) earnings per share (in USD per share) | $ (2.11) | $ 2.85 |
Segments - Financial Informatio
Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | $ 1,368,675 | $ 1,509,944 | $ 1,384,965 | ||||||||
Service expense | 1,078,795 | 1,253,608 | |||||||||
General and administrative expense | 140,539 | 77,093 | |||||||||
Asset impairment charge | 0 | 0 | 23,378 | ||||||||
Depreciation and amortization | 26,183 | 16,816 | 15,813 | ||||||||
Operating income | $ 20,936 | $ 43,334 | $ 48,843 | $ 10,045 | $ 7,554 | $ 16,987 | $ (3,250) | $ 3,441 | 123,158 | 24,732 | 24,276 |
Equity in net (income) loss of investee | 8,860 | (29,685) | (6,158) | ||||||||
Equity investment | 137,466 | 130,869 | 137,466 | 130,869 | |||||||
Goodwill | 444,927 | 135,216 | 444,927 | 135,216 | |||||||
Total assets | 1,425,913 | 597,381 | 1,425,913 | 597,381 | |||||||
NEMT | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 1,368,675 | 1,509,944 | |||||||||
Goodwill | 444,927 | 135,216 | 444,927 | 135,216 | |||||||
Personal Care | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 54,000 | ||||||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 1,368,675 | 1,509,944 | 1,384,965 | ||||||||
Service expense | 1,078,795 | 1,401,152 | 1,253,608 | ||||||||
General and administrative expense | 140,539 | 67,244 | 77,093 | ||||||||
Asset impairment charge | 14,175 | ||||||||||
Depreciation and amortization | 26,183 | 16,816 | 15,813 | ||||||||
Operating income | 123,158 | 24,732 | 24,276 | ||||||||
Equity in net (income) loss of investee | 8,860 | (29,685) | (6,158) | ||||||||
Equity investment | 137,466 | 130,869 | 137,466 | 130,869 | |||||||
Goodwill | 444,927 | 135,216 | 444,927 | 135,216 | |||||||
Total assets | 1,425,913 | 597,226 | 1,425,913 | 597,226 | |||||||
Continuing Operations | NEMT | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 1,314,705 | 1,509,944 | 1,384,965 | ||||||||
Service expense | 1,036,288 | 1,401,152 | 1,253,608 | ||||||||
General and administrative expense | 133,212 | 67,244 | 77,093 | ||||||||
Asset impairment charge | 14,175 | ||||||||||
Depreciation and amortization | 24,516 | 16,816 | 15,813 | ||||||||
Operating income | 120,689 | 24,732 | 24,276 | ||||||||
Equity in net (income) loss of investee | 0 | 0 | 0 | ||||||||
Equity investment | 0 | 0 | 0 | 0 | |||||||
Goodwill | 135,216 | 135,216 | 135,216 | 135,216 | |||||||
Total assets | 594,952 | 466,357 | 594,952 | 466,357 | |||||||
Continuing Operations | Matrix Investment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 0 | 0 | 0 | ||||||||
Service expense | 0 | 0 | 0 | ||||||||
General and administrative expense | 0 | 0 | 0 | ||||||||
Asset impairment charge | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Equity in net (income) loss of investee | 8,860 | (29,685) | $ (6,158) | ||||||||
Equity investment | 137,466 | 130,869 | 137,466 | 130,869 | |||||||
Goodwill | 0 | 0 | 0 | 0 | |||||||
Total assets | 137,466 | $ 130,869 | 137,466 | $ 130,869 | |||||||
Continuing Operations | Personal Care | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 53,970 | ||||||||||
Service expense | 42,507 | ||||||||||
General and administrative expense | 7,327 | ||||||||||
Depreciation and amortization | 1,667 | ||||||||||
Operating income | 2,469 | ||||||||||
Equity in net (income) loss of investee | 0 | ||||||||||
Equity investment | 0 | 0 | |||||||||
Goodwill | 309,711 | 309,711 | |||||||||
Total assets | $ 693,495 | $ 693,495 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | $ 1,368,675 | $ 1,509,944 | $ 1,384,965 |
Contract with customer, revenue recognized | 400 | 500 | |
Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | $ 1,368,675 | $ 1,509,944 | $ 1,384,965 |
One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Concentration risk, percentage | 9.50% | 12.70% | 12.60% |
NEMT | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | $ 1,368,675 | $ 1,509,944 | |
Performance obligation satisfied in previous period | 2,100 | 10,800 | |
NEMT | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | 1,314,705 | $ 1,509,944 | $ 1,384,965 |
Personal Care | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | 54,000 | ||
Personal Care | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service revenue, net | $ 53,970 | ||
Personal Care | Medicare And Medicaid Agency Contracts | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Percentage of total revenue | 0.40 | ||
Personal Care | MCO And Other Private Pay Contracts | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Percentage of total revenue | 0.60 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | $ 1,368,675 | $ 1,509,944 | $ 1,384,965 |
NEMT | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 1,368,675 | 1,509,944 | |
NEMT | State Medicaid agency contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 670,082 | 736,030 | |
NEMT | Managed care organization contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 698,593 | 773,914 | |
NEMT | Capitated contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 1,132,929 | 1,277,241 | |
NEMT | Non-capitated contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 235,746 | $ 232,703 | |
Personal Care | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | $ 54,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 164,622 | $ 124,868 |
Reconciliation contract receivable | 35,724 | 61,481 |
Allowance for doubtful accounts | (2,403) | (5,933) |
Accounts receivable, net | $ 197,943 | $ 180,416 |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Reconciliation Contract Payable, included in “accrued expenses” | $ 101,705 | $ 15,706 |
Reconciliation Contract Payable, included in "other long-term liabilities" | 72,183 | 0 |
Deferred revenue, current | 2,923 | 227 |
Deferred revenue, long-term, included in “other long-term liabilities” | $ 566 | $ 758 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 183,281 | $ 61,365 | ||
Cash and cash equivalents | 61,520 | |||
Restricted cash | 75 | 153 | ||
Cash, cash equivalents and restricted cash | $ 183,356 | $ 61,673 | $ 12,367 | $ 101,606 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | ||
Equity investment | $ 137,466 | $ 130,869 |
Matrix | ||
Schedule of Investments [Line Items] | ||
Equity method investment, ownership percentage | 43.60% | 43.60% |
Impairment | $ 55,100 | $ 55,100 |
Equity investment | $ 137,500 | $ 130,900 |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | |||||||||||
Current assets | $ 426,616 | $ 256,427 | $ 426,616 | $ 256,427 | |||||||
Current liabilities | 324,752 | 150,186 | 324,752 | 150,186 | |||||||
Revenue | 398,509 | $ 320,619 | $ 282,256 | $ 367,291 | 384,833 | $ 393,385 | $ 363,911 | $ 367,815 | |||
Operating income (loss) | 20,936 | 43,334 | 48,843 | 10,045 | 7,554 | 16,987 | (3,250) | 3,441 | 123,158 | 24,732 | $ 24,276 |
Net income (loss) | (3,065) | $ 38,805 | $ 36,998 | $ 16,098 | (6,058) | $ 8,154 | $ (1,712) | $ 582 | 88,836 | 966 | (18,981) |
Matrix | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Current assets | 143,110 | 64,221 | 143,110 | 64,221 | |||||||
Long-term assets | 619,642 | 631,007 | 619,642 | 631,007 | |||||||
Current liabilities | 81,920 | 31,256 | 81,920 | 31,256 | |||||||
Long-term liabilities | $ 351,036 | $ 351,380 | 351,036 | 351,380 | |||||||
Revenue | 414,622 | 275,391 | 282,067 | ||||||||
Operating income (loss) | 39,412 | (61,000) | (1,186) | ||||||||
Net income (loss) | $ 15,137 | $ (69,353) | $ (19,962) |
Prepaid Expenses and Other - Su
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 14,633 | $ 2,942 |
Prepaid insurance | 7,577 | 1,317 |
Prepaid rent | 1,196 | 868 |
Other | 8,479 | 5,815 |
Total prepaid expenses and other | $ 31,885 | $ 10,942 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 80,592 | $ 74,688 |
Less accumulated depreciation | (53,048) | (51,445) |
Total property and equipment, net | 27,544 | 23,243 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 31,830 | 27,339 |
Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,446 | 30,313 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Property and equipment, gross | $ 8,419 | 8,290 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Property and equipment, gross | $ 4,846 | 3,931 |
Construction and development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,721 | 3,104 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,330 | $ 1,711 |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Maximum | Computer and telecom equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 9,488 | $ 10,582 | $ 18,769 |
Asset impairment charge | 0 | 0 | 23,378 |
Proprietary LCAD Nextgen Systems | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charge | 14,200 | ||
Continuing Operations | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 9,500 | $ 10,600 | 12,100 |
Asset impairment charge | $ 14,175 |
Goodwill and Intangibles - Narr
Goodwill and Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Expected tax deductible amount | $ 52,200,000 | ||
Impairment | $ 0 | $ 0 | $ 0 |
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | ||
Residual value | $ 0 | ||
Amortization of intangible assets | $ 16,700,000 | $ 6,200,000 | $ 3,800,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Nov. 18, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, net | $ 444,927 | $ 135,216 | |
Simplura Health Group | |||
Goodwill [Roll Forward] | |||
Goodwill, net | $ 309,711 | ||
Acquisition of Simplura | 309,711 | ||
ModivCare | |||
Goodwill [Roll Forward] | |||
Goodwill beginning balance | 231,216 | ||
Accumulated impairment losses beginning balance | (96,000) | ||
Goodwill, net | 444,927 | $ 135,216 | |
Goodwill ending balance | 540,927 | ||
Accumulated impairment losses ending balance | $ (96,000) |
Goodwill and Intangibles - Sc_2
Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 12 years 3 months 18 days | |
Gross Carrying Amount | $ 401,935 | $ 59,500 |
Accumulated Amortization | $ (56,283) | (39,589) |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 15 years | |
Payor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 341,714 | 45,200 |
Accumulated Amortization | $ (48,952) | (35,980) |
Payor relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Payor relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 15 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 5 years | |
Gross Carrying Amount | $ 14,100 | 14,100 |
Accumulated Amortization | (6,345) | (3,525) |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 45,351 | 200 |
Accumulated Amortization | $ (986) | (84) |
Trademarks and trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Trademarks and trade names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years | |
New York LHCSA Permit | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 770 | 0 |
Accumulated Amortization | $ 0 | $ 0 |
Goodwill and Intangibles - Futu
Goodwill and Intangibles - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 38,504 |
2022 | 37,864 |
2023 | 34,040 |
2024 | 31,685 |
2025 | 31,685 |
Total | $ 173,778 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Accrued contract payments | $ 101,705 | $ 15,706 |
Accrued compensation and related liabilities | 57,201 | 8,941 |
Other | 23,560 | 9,788 |
Accrued cash settled stock-based compensation | 19,376 | 3,282 |
Union pension obligation | 6,632 | 0 |
Accrued interest | 4,927 | 228 |
Accrued legal fees | 3,228 | 788 |
Accrued income taxes | 2,042 | 0 |
Total accrued expenses | 218,671 | $ 38,733 |
Cares act, accrued FICA taxes, current | $ 20,800 |
Restructuring and Related Reo_2
Restructuring and Related Reorganization Costs - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, cost Incurred to date | $ 13,100,000 | |
Corporate Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | 4,300,000 | |
Restructuring reserve | 0 | |
Restructuring charges | $ 700,000 | |
Corporate Restructuring Plan | Retention And Personnel Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | 2,400,000 | |
Restructuring, cost Incurred to date | 7,500,000 | |
Corporate Restructuring Plan | Acceleration of stock-based compensation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | 300,000 | |
Restructuring, cost Incurred to date | 2,000,000 | |
Corporate Restructuring Plan | Accelerated depreciation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | 200,000 | |
Restructuring, cost Incurred to date | 700,000 | |
Corporate Restructuring Plan | Other Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | 1,300,000 | |
Restructuring, cost Incurred to date | $ 2,800,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Nov. 15, 2022 | Dec. 31, 2020USD ($) | Nov. 04, 2020USD ($) | May 06, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Capital lease obligations | $ 100,000 | $ 400,000 | |||
Fair value of amount outstanding | 0 | ||||
Letters of credit outstanding | 17,200,000 | ||||
Remaining borrowing capacity | 207,800,000 | ||||
Additional maximum borrowing capacity | 75,000,000 | ||||
Debt related commitment fees | 9,000,000 | ||||
Debt issuance costs, net | 14,000,000 | ||||
Unamortized debt issuance costs | $ 14,000,000 | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Lease, term of contract | 12 months | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Lease, term of contract | 36 months | ||||
Finance Lease Obligations | NEMT | |||||
Debt Instrument [Line Items] | |||||
Interest rate effective percentage | 3.28% | ||||
Credit Facility, Fourth Amendment, Term Loan Tranche | |||||
Debt Instrument [Line Items] | |||||
Available borrowing capacity, collateralized letters of credit | $ 40,000 | $ 25,000,000 | |||
Credit Facility, Second Amendment, Term Loan Tranche | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.35% | ||||
Credit Facility, Second Amendment, Term Loan Tranche | Maximum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.50% | ||||
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Base Rate For Variable Rate | 1.00% | ||||
Credit Facility, Eighth Amendment, Term Loan Tranche | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Credit Facility, Eighth Amendment, Term Loan Tranche | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Credit Facility, Eighth Amendment, Term Loan Tranche | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
Credit Facility, Eighth Amendment, Term Loan Tranche | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 500,000,000 | $ 500,000,000 | |||
Stated interest rate | 5.875% | ||||
Debt issuance costs, net | 14,500,000 | ||||
Senior Notes | Forecast | |||||
Debt Instrument [Line Items] | |||||
Potential redemption of notes, percentage | 0.40 | ||||
Redemption price, percentage | 105.875% | ||||
Potential redemption of principal amount, percentage | 0.10 | ||||
Percentage of principal amount redeemed | 103.00% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 225,000,000 | $ 200,000,000 | |||
Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Percentage of pledge of stock | 100.00% | ||||
Senior Credit Facility | Senior Notes | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.875% | ||||
Letter of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 2.25% | ||||
Letter of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 3.50% |
Debt - Schedule Of Redemption P
Debt - Schedule Of Redemption Percentages (Details) | 12 Months Ended |
Dec. 31, 2020 | |
2022 | Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 102.938% |
2023 | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 101.469% |
2024 and thereafter | Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 100.00% |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020shares | Jun. 08, 2020$ / sharesshares | Feb. 05, 2015shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 03, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||
Preferred stock dividends | $ | $ 1,987 | $ 4,403 | $ 4,413 | ||||
Retained earnings | $ | $ (218,414) | $ (183,733) | |||||
Convertible preferred stock shares issuable upon conversion (in shares) | 2,000,000 | ||||||
Conversion of Stock, Convertible Shares | 0 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||
Class of Stock [Line Items] | |||||||
Retained earnings | $ | $ 52,100 | ||||||
Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | 805,000 | 0 | 798,788 | ||||
Preferred stock dividends | $ | $ 2,000 | $ 4,400 | $ 4,400 | ||||
Temporary equity, shares outstanding (in shares) | 369,120 | 0 | 798,788 | ||||
Temporary equity, par (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Cash paid in exchange of shares, per share (in USD per share) | $ / shares | 209.88 | ||||||
Preferred stock acquired, cash payment per share (in USD per share) | $ / shares | $ 8.82 | ||||||
Convertible Preferred Stock | Cash Dividends | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, conversion rate per share of common stock (in shares) | 0.055 | ||||||
Convertible preferred stock, dividend rate | 5.50% | 5.50% | 8.50% | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion to common stock (in shares) | 925,567 | 2.5075 | |||||
Conversion of convertible preferred stock to common stock (in shares) | 2.5075 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding (in shares) | 369,120 | ||||||
Temporary equity, par (in USD per share) | $ / shares | $ 0.001 | ||||||
Cash paid in exchange of shares, per share (in USD per share) | $ / shares | 209.88 | ||||||
Preferred stock acquired, cash payment per share (in USD per share) | $ / shares | $ 8.82 | ||||||
Treasury Stock, Preferred, Shares | 27,509 | ||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 209.88 |
Convertible Preferred Stock - P
Convertible Preferred Stock - Preferred Stock Activity (Details) - USD ($) | Jun. 11, 2020 | Jun. 08, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Contingent Convertible Preferred Stock | ||||
Dollar Value | ||||
Beginning balance | $ 77,120,000 | $ 77,392,000 | ||
Conversion to common stock | (3,335,000) | (284,000) | ||
Allocation of issuance costs | 3,504,000 | 12,000 | ||
Ending balance | $ 0 | $ 77,120,000 | ||
Share Count | ||||
Beginning balance, shares (in shares) | 798,788 | 801,606 | ||
Conversion to common stock (in shares) | (33,039) | |||
Conversion of stock, amount converted (in shares) | (2,818) | |||
Ending balance, shares (in shares) | 0 | 798,788 | ||
Common Stock | ||||
Dollar Value | ||||
Conversion of stock, amount converted | $ (37,256,000) | |||
Share Count | ||||
Conversion to common stock (in shares) | (925,567) | (2.5075) | ||
Conversion of stock, amount converted (in shares) | (369,120) | |||
Redeemable Preferred Stock | ||||
Dollar Value | ||||
Conversion of stock, amount converted | $ (40,033,000) | |||
Share Count | ||||
Conversion of stock, amount converted (in shares) | (396,629) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 11, 2020 | Aug. 06, 2019 | |
Class of Stock [Line Items] | |||||
Common stock, shares, outstanding (in shares) | 19,570,598 | 18,073,763 | |||
Treasury stock (in shares) | 5,287,283 | 5,088,782 | |||
Stock repurchase program, authorized amount | $ 75,000,000 | $ 100,000,000 | |||
Stock repurchase plan (in shares) | 200,000 | 100,000 | |||
Stock repurchase | $ 10,186,000 | $ 5,988,000 | $ 55,753,000 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Exercise of stock options and restricted stock awards (in shares) | 400,000 | ||||
Restricted Stock | |||||
Class of Stock [Line Items] | |||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 2,824 | 13,268 | 5,242 | ||
Stock Options | |||||
Class of Stock [Line Items] | |||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 322,034 | 0 | 12,676 |
Stock-Based Compensation and _3
Stock-Based Compensation and Similar Arrangements - Schedule of 2006 Plan Activity (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock options (in shares) | 297,379 | 642,496 |
Long Term Incentive Plan 2006 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock authorized for issuance (in shares) | 5,400,000 | |
Number of shares of common stock remaining available for future grants (in shares) | 1,250,381 | |
Long Term Incentive Plan 2006 | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock options (in shares) | 297,379 | |
Long Term Incentive Plan 2006 | Stock Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock grants (in shares) | 93,227 |
Stock-Based Compensation and _4
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 3,930 | $ 5,414 | $ 9,130,000 |
Service expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 222 | 572 | 200,000 |
General and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 3,708 | 4,842 | 8,787,000 |
Equity in net loss of investees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 0 | 0 | 137,000 |
Income from discontinued operations, net of tax | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 0 | $ 0 | $ 6,000 |
Stock-Based Compensation and _5
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit from compensation expense | $ 1,100 | $ 1,400 | $ 1,900 | |
Stock options granted (in shares) | 97,377 | |||
Price at grant date (in dollars per share) | $ 64.32 | $ 64.75 | ||
Fair value of shares vested | $ 5,200 | $ 6,900 | 4,400 | |
Stock-based compensation | $ 3,930 | $ 5,414 | $ 9,130,000 | |
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise of employee stock options (in shares) | 372,478 | 219,054 | 266,293 | |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3,708 | $ 4,842 | $ 8,787,000 | |
Long Term Incentive Plan 2006 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit from compensation expense | 4,500 | $ 4,000 | ||
Tax expense from compensation expense | (100) | |||
Long Term Incentive Plan 2006 | Accrued Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation liability | $ 19,000 | $ 3,300 | ||
Board of Directors Chairman | Coliseum Capital Partners, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock equivalent units issued in lieu of grant (in shares) | 1,952,000 | 1,857,000 | 2,017,000 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted (in shares) | 39,566 | |||
Weighted average grant date fair value (in dollars per share) | $ 64.81 | $ 59.84 | ||
Restricted stock awards vested (in shares) | 22,724 | |||
Stock Options and Restricted Stock Units | Non Employee Directors Executive Officers and Certain Key Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested shares | $ 7,500 | |||
Weighted-average period of cost recognition | 4 years 9 months 25 days | |||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense (benefit) | $ 300 | $ 200 | ||
Stock Appreciation Rights (SARs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option equivalent units issued in lieu of grant (in shares) | 0 | 0 | 0 | |
Stock Appreciation Rights (SARs) | Coliseum Capital Partners, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option equivalent units issued in lieu of grant, exercise price (in dollars per share) | $ 43.81 | |||
Stock option equivalent units issued in lieu of grant (in shares) | 200,000 | |||
Stock-based compensation | $ 15,800 | $ (400) | ||
Stock Appreciation Rights (SARs) | Coliseum Capital Partners, L.P. | General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ (200) | |||
Stock Appreciation Rights (SARs) | 1st Anniversary | Coliseum Capital Partners, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option equivalent units, vesting percentage | 33.33% | |||
Stock Appreciation Rights (SARs) | 2nd Anniversary | Coliseum Capital Partners, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option equivalent units, vesting percentage | 33.33% | |||
Stock Appreciation Rights (SARs) | 3rd Anniversary | Coliseum Capital Partners, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option equivalent units, vesting percentage | 33.33% | |||
Stock Equivalent Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average period of cost recognition | 9 months 18 days | |||
Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Minimum | Stock Equivalent Unit Awards and Stock Option Equivalent Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Minimum | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Vesting expiration period | 5 years | |||
Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Maximum | Stock Equivalent Unit Awards and Stock Option Equivalent Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Maximum | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Vesting expiration period | 10 years |
Stock-Based Compensation and _6
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation Valuation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 28.30% | 27.50% | 26.50% |
Risk-free interest rate | 0.20% | 1.60% | 2.30% |
Expected life of options (years) | 3 years 6 months | 1 year 9 months 18 days | 1 year 3 months 18 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 38.10% | 33.00% | 39.80% |
Risk-free interest rate | 1.40% | 2.50% | 2.90% |
Expected life of options (years) | 4 years 4 months 24 days | 5 years 3 months 18 days | 6 years 6 months |
Stock-Based Compensation and _7
Stock-Based Compensation and Similar Arrangements - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares Under Option | |
Balance at beginning of period (in shares) | shares | 642,496 |
Granted (in shares) | shares | 97,377 |
Exercised (in shares) | shares | (372,478) |
Forfeited/Cancelled (in shares) | shares | (63,672) |
Expired (in shares) | shares | (6,344) |
Outstanding at end of period (in shares) | shares | 297,379 |
Vested or expected to vest at end of period (in shares) | shares | 297,379 |
Exercisable at end of period (in shares) | shares | 54,546 |
Weighted- average Exercise Price | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 64.75 |
Granted (in dollars per share) | $ / shares | 71.56 |
Exercised (in dollars per share) | $ / shares | 68.22 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 61.84 |
Expired (in dollars per share) | $ / shares | 14.19 |
Outstanding at end of period (in dollars per share) | $ / shares | 64.32 |
Vested or expected to vest at end of period (in dollars per share) | $ / shares | 64.32 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 61.59 |
Weighted Average Remaining Contractual Term [Abstract] | |
Outstanding at end of period, December 31 | 4 years 9 months 25 days |
Vested or expected to vest at end of period, December 31 | 4 years 9 months 25 days |
Exercisable at end of period, December 31 | 3 years 8 months 19 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value [Abstract] | |
Outstanding at end of period, December 31 | $ | $ 22,103 |
Vested or expected to vest at end of period, December 31 | $ | 22,103 |
Exercisable at end of period, December 31 | $ | $ 4,202 |
Stock-Based Compensation and _8
Stock-Based Compensation and Similar Arrangements - Weighted-Average Grant Date Fair Value, Total Intrinsic Value and Cash Received (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 71.56 | $ 16.30 | $ 15.08 |
Options exercised: | |||
Total intrinsic value | $ 26,228 | $ 3,204 | $ 6,805 |
Cash received | $ 25,413 | $ 11,142 | $ 12,413 |
Stock-Based Compensation and _9
Stock-Based Compensation and Similar Arrangements - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shares | |
Non-vested at beginning of period (in shares) | shares | 91,477 |
Granted (in shares) | shares | 39,566 |
Vested (in shares) | shares | (22,724) |
Forfeited or cancelled (in shares) | shares | (15,092) |
Non-vested at end of period (in shares) | shares | 93,227 |
Weighted-average grant date fair value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 59.84 |
Granted (in dollars per share) | $ / shares | 71.30 |
Vested (in dollars per share) | $ / shares | 60.11 |
Forfeited or cancelled (in dollars per share) | $ / shares | 58.84 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 64.81 |
Long-Term Incentive Plans (Deta
Long-Term Incentive Plans (Details) - Management Incentive Plan - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Amount awarded per employee | $ 12 | $ 2.7 | |
Deferred compensation liability | $ 1.1 | $ 2.1 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net income (loss) attributable to parent | $ (3,065) | $ 38,805 | $ 36,998 | $ 16,098 | $ (6,058) | $ 8,154 | $ (1,712) | $ 582 | $ 88,836 | $ 966 | $ (18,981) |
Dividends on convertible preferred stock outstanding | (1,171) | (4,403) | (4,413) | ||||||||
Dividends paid pursuant to the Conversion Agreement | (816) | 0 | 0 | ||||||||
Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement | (52,139) | 0 | 0 | ||||||||
Income allocated to participating securities | (2,239) | 0 | (1,863) | ||||||||
Net income available to common stockholders | $ 32,471 | $ (3,437) | $ (25,257) | ||||||||
Denominator: | |||||||||||
Denominator for basic earnings per share -- weighted-average shares (in shares) | 13,567,323 | 12,958,713 | 12,960,837 | ||||||||
Effect of dilutive securities: | |||||||||||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 13,683,308 | 12,958,713 | 13,033,247 | ||||||||
Basic earnings (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 2.45 | $ (0.72) | $ 0.92 | ||||||||
Discontinued operations (in dollars per share) | (0.06) | 0.46 | (2.87) | ||||||||
Basic earnings (loss) per share (in dollars per share) | $ (0.22) | $ 2.52 | $ (0.98) | $ 1 | $ (0.55) | $ 0.47 | $ (0.22) | $ (0.04) | 2.39 | (0.26) | (1.95) |
Diluted earnings (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | 2.43 | (0.72) | 0.92 | ||||||||
Discontinued operations (in dollars per share) | (0.06) | 0.46 | (2.86) | ||||||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.22) | $ 2.52 | $ (0.98) | $ 1 | $ (0.55) | $ 0.47 | $ (0.22) | $ (0.04) | $ 2.37 | $ (0.26) | $ (1.94) |
Stock Options | |||||||||||
Effect of dilutive securities: | |||||||||||
Common stock options (in shares) | 71,651 | 0 | 72,410 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Effect of dilutive securities: | |||||||||||
Performance-based restricted stock units (in shares) | 44,334 | 0 | 0 | ||||||||
Continuing Operations | |||||||||||
Numerator: | |||||||||||
Net income available to common stockholders | $ 33,249 | $ (9,356) | $ 11,953 | ||||||||
Discontinued Operations | |||||||||||
Numerator: | |||||||||||
Net income available to common stockholders | $ (778) | $ 5,919 | $ (37,210) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock options to purchase common stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 43,061 | 583,469 | 560,547 |
Convertible preferred stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 800,460 | 802,489 |
Leases and Service Commitment -
Leases and Service Commitment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | ||
Lease, discount rate | 5.25% | |
General and administrative expense | ||
Operating Leased Assets [Line Items] | ||
Operating lease, cost | $ 10.4 | $ 10.6 |
Leases and Service Commitment_2
Leases and Service Commitment - Summary of All Lease Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 30,928 | $ 20,095 |
Finance lease assets | 367 | 555 |
Total leased assets | 31,295 | 20,650 |
Current portion of operating lease liabilities | 8,277 | 6,730 |
Current portion of long-term obligations | 45 | 308 |
Operating lease liabilities, less current portion | 23,437 | 14,502 |
Long-term portion | 0 | 45 |
Total lease liabilities | 31,759 | 21,585 |
Finance lease accumulated amortization | $ 600 | $ 400 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:AssetsAbstract | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesCurrentAbstract | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:DebtCurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OperatingLeaseLiabilityNoncurrent | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent |
Leases and Service Commitment_3
Leases and Service Commitment - 2020 Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 10,323 | $ 7,586 |
2022 | 8,756 | 5,845 |
2023 | 6,140 | 4,869 |
2024 | 4,145 | 2,890 |
2025 | 2,833 | 1,330 |
Thereafter | 4,737 | 830 |
Total lease payments | 36,934 | 23,350 |
Less: interest and accretion | (5,220) | (2,118) |
Present value of minimum lease payments | 31,714 | 21,232 |
Less: current portion | (8,277) | (6,730) |
Long-term portion | 23,437 | 14,502 |
Finance Lease [Abstract] | ||
2021 | 45 | 308 |
2022 | 0 | 45 |
2023 | 0 | 0 |
2024 | 0 | 0 |
2025 | 0 | 0 |
Thereafter | 0 | 0 |
Total lease payments | 45 | 353 |
Less: interest and accretion | 0 | 0 |
Present value of minimum lease payments | 45 | 353 |
Less: current portion | (45) | (308) |
Long-term portion | 0 | 45 |
Lease Liability [Abstract] | ||
2021 | 10,368 | 7,894 |
2022 | 8,756 | 5,890 |
2023 | 6,140 | 4,869 |
2024 | 4,145 | 2,890 |
2025 | 2,833 | 1,330 |
Thereafter | 4,737 | 830 |
Total lease payments | 36,979 | 23,703 |
Less: interest and accretion | (5,220) | (2,118) |
Total lease liabilities | 31,759 | 21,585 |
Less: current portion | (8,322) | (7,038) |
Long-term portion | $ 23,437 | $ 14,547 |
Leases and Service Commitment_4
Leases and Service Commitment - 2019 Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 | $ 10,323 | $ 7,586 |
2021 | 8,756 | 5,845 |
2022 | 6,140 | 4,869 |
2023 | 4,145 | 2,890 |
2024 | 2,833 | 1,330 |
Thereafter | 4,737 | 830 |
Total lease payments | 36,934 | 23,350 |
Less: interest and accretion | (5,220) | (2,118) |
Present value of minimum lease payments | 31,714 | 21,232 |
Less: current portion | (8,277) | (6,730) |
Long-term portion | 23,437 | 14,502 |
Finance Leases | ||
2020 | 45 | 308 |
2021 | 0 | 45 |
2022 | 0 | 0 |
2023 | 0 | 0 |
2024 | 0 | 0 |
Thereafter | 0 | 0 |
Total lease payments | 45 | 353 |
Less: interest and accretion | 0 | 0 |
Present value of minimum lease payments | 45 | 353 |
Less: current portion | (45) | (308) |
Long-term portion | 0 | 45 |
Total | ||
2021 | 10,368 | 7,894 |
2022 | 8,756 | 5,890 |
2023 | 6,140 | 4,869 |
2024 | 4,145 | 2,890 |
2025 | 2,833 | 1,330 |
Thereafter | 4,737 | 830 |
Total lease payments | 36,979 | 23,703 |
Less: interest and accretion | (5,220) | (2,118) |
Total lease liabilities | 31,759 | 21,585 |
Less: current portion | (8,322) | (7,038) |
Long-term portion | $ 23,437 | $ 14,547 |
Leases and Service Commitment_5
Leases and Service Commitment - Lease Terms (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-average remaining lease term (years): | ||
Operating lease costs | 4 years 10 months 20 days | 3 years 8 months 4 days |
Finance lease cost | 29 days | 1 year 4 months 2 days |
Weighted-average discount rate: | ||
Operating lease costs | 5.25% | 5.25% |
Finance lease cost | 3.28% | 3.28% |
Leases and Service Commitment_6
Leases and Service Commitment - Other lease information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Financing cash flows from finance leases | $ (336) | $ (718) |
Operating cash flows from operating leases | (10,771) | (10,919) |
Amortization of operating leased ROU assets to the operating lease liability | 9,238 | 10,133 |
ROU assets obtained through operating lease liabilities | $ 19,992 | $ 6,787 |
Leases and Service Commitment_7
Leases and Service Commitment - Service Commitment (Details) - Service Commitments $ in Thousands | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | |
2020 | $ 3,464 |
Total future payments | $ 3,464 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Percent of match | 100.00% | ||
Percent of employees' gross pay | 3.00% | ||
Additional percent of match | 50.00% | ||
Additional percent of employees' gross pay | 2.00% | ||
NEMT | |||
Segment Reporting Information [Line Items] | |||
Defined contribution plan, employers matching contribution vesting period | 5 years | ||
Corporate | NEMT | |||
Segment Reporting Information [Line Items] | |||
Defined contribution plan, employer discretionary contribution amount | $ 1 | $ 0.3 | $ 0.3 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal, State and Foreign Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal income tax (benefit) expense: | |||
Current | $ 2,689 | $ (371) | $ 3,462 |
Deferred | 9,447 | (1,166) | (1,157) |
Total Federal Tax | 12,136 | (1,537) | 2,305 |
State income tax expense (benefit): | |||
Current | 10,197 | 2,562 | 2,113 |
Deferred | 2,472 | (1,598) | 266 |
Total State Tax | 12,669 | 964 | 2,379 |
Total (benefit) provision for income taxes | $ 24,805 | $ (573) | $ 4,684 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rates | 21.00% | 21.00% | 21.00% |
Federal income tax at statutory rates | $ 24,028 | $ (1,160) | $ 4,812 |
Revaluation of net deferred tax liabilities due to U.S. tax reform | 0 | 0 | (286) |
Change in valuation allowance | (505) | 10 | 36 |
Change in uncertain tax positions | 116 | 181 | 108 |
State income taxes, net of federal benefit | 11,107 | 721 | 1,843 |
Non-taxable income | (124) | (93) | 0 |
Compensation expense | 1,036 | 606 | 235 |
Stock-based compensation | (650) | (101) | 76 |
Meals and entertainment | 51 | 81 | 74 |
Transaction costs | 1,289 | 0 | 263 |
Gain on remeasurement of cost method investment | 0 | 0 | (1,381) |
Tax credits | (650) | (858) | (1,208) |
CARES Act Benefit | (10,984) | 0 | 0 |
Other | 91 | 40 | 112 |
Total (benefit) provision for income taxes | $ 24,805 | $ (573) | $ 4,684 |
Effective income tax rate | 21.70% | 10.40% | 20.40% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 840 | $ 14,357 |
Capital loss carryforward | 957 | 1,406 |
Tax credit carryforwards | 389 | 792 |
Interest expense carryforward | 1,570 | 0 |
Accounts receivable allowance | 1,923 | 1,497 |
Accrued items and reserves | 14,511 | 2,854 |
Stock-based compensation | 852 | 1,276 |
Deferred rent | 382 | 476 |
Deferred revenue | 183 | 207 |
Other | 591 | 68 |
Total deferred tax assets | 22,198 | 22,933 |
Deferred tax liabilities: | ||
Prepaids | 2,336 | 1,766 |
Property and equipment depreciation | 4,600 | 3,404 |
Goodwill and intangibles amortization | 66,781 | 5,312 |
Equity investment | 38,400 | 32,774 |
Total deferred tax liabilities | 112,117 | 43,256 |
Deferred tax liabilities, net of deferred tax assets | (89,919) | (20,323) |
Less valuation allowance | (2,276) | (2,584) |
Net deferred tax liabilities | $ (92,195) | $ (22,907) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ (300,000) | ||||
Deferred tax assets, valuation allowance | 2,276,000 | $ 2,584,000 | |||
Tax Cuts and Jobs Act of 2017, income tax benefit | $ 300,000 | (11,000,000) | $ 21,000,000 | ||
Estimate of possible loss | 47,600,000 | ||||
Unrecognized tax benefits, income tax penalties and interest expense | 100,000 | 100,000 | $ 100,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 200,000 | 200,000 | |||
Income taxes receivable | 27,300,000 | ||||
Income taxes receivable, amount collected | 17,000,000 | ||||
Income taxes receivable, current | 10,300,000 | ||||
Unrecognized tax benefits | $ 1,222,000 | 1,519,000 | $ 1,403,000 | $ 1,222,000 | $ 1,115,000 |
Continuing Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | (500,000) | ||||
Discontinued Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | (400,000) | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 0 | ||||
Taxable income projection years | 3 years | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 19,642,000 | ||||
State net operating loss carryforwards | $ 19,642,000 | ||||
State and Local Jurisdiction | Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 3 years | ||||
State and Local Jurisdiction | Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income projection years | 4 years | ||||
Circulation | |||||
Operating Loss Carryforwards [Line Items] | |||||
State net operating loss carryforwards | $ 4,100,000 | ||||
Simplura Health Group | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 600,000 |
Income Taxes Income Taxes - Sta
Income Taxes Income Taxes - State Net operating Loss Carryforwards (Details) - State and Local Jurisdiction $ in Thousands | Dec. 31, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
2023 | $ 485 |
2027 and thereafter | 19,157 |
Total state net operating loss carryforwards | $ 19,642 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of year | $ 1,403 | $ 1,222 | $ 1,115 |
Increase related to prior year tax positions | 0 | 133 | 104 |
Increase related to current year tax positions | 116 | 128 | 160 |
Statute of limitations expiration | 0 | (80) | (157) |
Unrecognized tax benefits, end of year | $ 1,519 | $ 1,403 | $ 1,222 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||
Term of contract | 11 years 6 months | ||
Future estimated base rent payments | $ 29.7 | ||
Other Noncurrent Liabilities | |||
Loss Contingencies [Line Items] | |||
Total participant deferrals | $ 2.6 | $ 2.3 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 11, 2020 | Jun. 08, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 03, 2020 |
Related Party Transaction [Line Items] | |||||
Payments of Dividends | $ 0.8 | ||||
Series A Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Temporary equity, shares outstanding (in shares) | 369,120 | ||||
Temporary equity, par (in USD per share) | $ 0.001 | ||||
Cash paid in exchange of shares, per share (in USD per share) | 209.88 | ||||
Preferred stock acquired, cash payment per share (in USD per share) | $ 8.82 | ||||
Treasury Stock, Preferred, Shares | 27,509 | ||||
Preferred Stock, Redemption Price Per Share | $ 209.88 | ||||
Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion to common stock (in shares) | 925,567 | 2.5075 | |||
Coliseum Capital Partners, L.P. | Preferred Stock Dividends Earned by Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction amount | $ 2 | $ 4.2 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Dec. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Tax credit carryforwards | $ 389 | $ 792 | ||||
Tax benefits on the WD Services Sale | 51,900 | |||||
Asset impairment charge | 0 | 0 | $ 23,378 | |||
Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Adjustment for reclassification of currency translation | 30,000 | |||||
Insurance for settlement | 6,900 | |||||
Asset impairment charge | 9,200 | |||||
WD Services | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Provision) benefit for income taxes | 3,400 | |||||
WD Services | Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash consideration paid | $ 46,500 | |||||
Discontinued operation, cash | 21,000 | |||||
Tax benefit effect of gain (loss) from disposal of discontinued operation | $ (63,800) | (52,100) | (51,861) | |||
Refunds | 48,600 | |||||
Avoided Payments | 3,500 | |||||
Tax credit carryforwards | 900 | |||||
Adjustment for reclassification of currency translation | 29,973 | |||||
(Provision) benefit for income taxes | $ (338) | 2,734 | (47,937) | |||
Human Services Segment | Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Legal settlement fees | $ 500 | $ 9,700 | ||||
(Provision) benefit for income taxes | $ (900) | $ 3,700 | ||||
Forecast | WD Services | Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Tax benefit effect of gain (loss) from disposal of discontinued operation | $ (11,700) |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other expenses: | |||||||||||
Loss from discontinued operations, net of tax | $ (160) | $ (115) | $ (301) | $ (202) | $ 5,380 | $ (426) | $ 1,697 | $ (732) | $ (778) | $ 5,919 | $ (37,053) |
WD Services | |||||||||||
Other expenses: | |||||||||||
(Provision) benefit for income taxes | (3,400) | ||||||||||
WD Services | Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Service revenue, net | 0 | 0 | 264,553 | ||||||||
Operating expenses: | |||||||||||
Service expense | 0 | 0 | 248,824 | ||||||||
General and administrative (income) expense | 1,116 | (2,652) | 26,400 | ||||||||
Asset impairment charge | 0 | 0 | 9,203 | ||||||||
Depreciation and amortization | 0 | 0 | 11,864 | ||||||||
Total operating (benefit) expenses | 1,116 | (2,652) | 296,291 | ||||||||
Operating income (loss) | (1,116) | 2,652 | (31,738) | ||||||||
Other expenses: | |||||||||||
Interest expense, net | 0 | 0 | 35 | ||||||||
Gain on foreign currency transactions | 0 | 0 | (388) | ||||||||
Other gain | 0 | 0 | (87) | ||||||||
Income (loss) from discontinued operations before loss on disposition and income taxes | (1,116) | 2,652 | (31,298) | ||||||||
Loss on disposition | 0 | 0 | (53,692) | ||||||||
(Provision) benefit for income taxes | 338 | (2,734) | 47,937 | ||||||||
Loss from discontinued operations, net of tax | $ (778) | $ (82) | $ (37,053) |
Discontinued Operations - Loss
Discontinued Operations - Loss on Disposition, Net of Tax (Details) - USD ($) $ in Thousands | Dec. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total cash received, net of transaction costs and cash sold | $ 0 | $ 0 | $ 12,780 | |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Adjustment for reclassification of currency translation | (30,000) | |||
WD Services | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total cash received, net of transaction costs and cash sold | 12,780 | |||
Total WD Services net asset value as of transaction date, net of cash sold | (36,499) | |||
Income tax benefit (original estimate before CARES Act impact) | $ 63,800 | $ 52,100 | 51,861 | |
Gain on sale before reclassification of currency translation, net of tax | 28,142 | |||
Adjustment for reclassification of currency translation | (29,973) | |||
Loss on disposition, net of tax | $ (1,831) |
Discontinued Operations - Balan
Discontinued Operations - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | $ 302 | $ 155 | $ 2,321 | |
Current assets of discontinued operations | 758 | 155 | $ 104,024 | |
Current liabilities of discontinued operations | 1,971 | 1,430 | $ 61,643 | |
WD Services | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | 302 | 155 | ||
Prepaid expenses and other | 456 | 0 | ||
Current assets of discontinued operations | 758 | 155 | ||
Accounts payable | 0 | 17 | ||
Accrued expenses | 1,971 | 1,414 | ||
Current liabilities of discontinued operations | $ 1,971 | $ 1,431 |
Quarterly Results (Unaudited) -
Quarterly Results (Unaudited) - Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Service revenue, net | $ 398,509 | $ 320,619 | $ 282,256 | $ 367,291 | $ 384,833 | $ 393,385 | $ 363,911 | $ 367,815 | |||
Operating income (loss) | 20,936 | 43,334 | 48,843 | 10,045 | 7,554 | 16,987 | (3,250) | 3,441 | $ 123,158 | $ 24,732 | $ 24,276 |
Income (loss) from continuing operations, net of tax | (2,905) | 38,920 | 37,299 | 16,300 | (11,438) | 8,580 | (3,409) | 1,314 | 89,614 | (4,953) | 18,228 |
(Loss) income from discontinued operations, net of tax | (160) | (115) | (301) | (202) | 5,380 | (426) | 1,697 | (732) | (778) | 5,919 | (37,053) |
Net income (loss) attributable to parent | $ (3,065) | $ 38,805 | $ 36,998 | $ 16,098 | $ (6,058) | $ 8,154 | $ (1,712) | $ 582 | $ 88,836 | $ 966 | $ (18,981) |
Earnings (loss) per common share: | |||||||||||
Basic earnings (loss) per share (in dollars per share) | $ (0.22) | $ 2.52 | $ (0.98) | $ 1 | $ (0.55) | $ 0.47 | $ (0.22) | $ (0.04) | $ 2.39 | $ (0.26) | $ (1.95) |
Diluted earnings (loss) per share (in dollars per share) | $ (0.22) | $ 2.52 | $ (0.98) | $ 1 | $ (0.55) | $ 0.47 | $ (0.22) | $ (0.04) | $ 2.37 | $ (0.26) | $ (1.94) |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | $ 398,509 | $ 320,619 | $ 282,256 | $ 367,291 | $ 384,833 | $ 393,385 | $ 363,911 | $ 367,815 | |||
Operating income (loss) | 20,936 | $ 43,334 | $ 48,843 | $ 10,045 | $ 7,554 | $ 16,987 | $ (3,250) | $ 3,441 | $ 123,158 | $ 24,732 | $ 24,276 |
Matrix | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment | 55,100 | $ 55,100 | |||||||||
Simplura Health Group | Personal Care | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Service revenue, net | 54,000 | ||||||||||
Operating income (loss) | $ 4,100 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 5,933 | $ 1,854 | $ 5,262 |
Charged to costs and expenses | 642 | 3,220 | 338 |
Charged to other accounts | 0 | 1,090 | (523) |
Deductions | 4,172 | 231 | 3,223 |
Balance at end of period | $ 2,403 | $ 5,933 | $ 1,854 |