Acquisitions | Acquisitions Business Combinations Simplura Health Group On November 18, 2020, the Company completed its acquisition of Simplura Heath Group, or Simplura. Simplura was a nonpublic entity that specializes in personal 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 personal care markets. The acquisition of Simplura added a new business segment in personal care—a sector of healthcare that complements the NEMT segment. The stock transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100 percent of the voting stock of Simplura for $548.6 million (a preliminary purchase price of $569.8 million less $21.2 million of cash that was acquired). The following is a preliminary estimate, based on certain preliminary 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 18, 2020 (in thousands): Cash $ 21,182 Accounts receivable (1) 69,882 Prepaid expenses and other (2) 9,688 Property and equipment (3) 1,640 Intangible assets (4) 264,770 Operating right of use asset (5) 10,285 Goodwill (6) 317,085 Other assets (7) 628 Accounts payable and accrued liabilities (7) (46,073) Accrued expense (7) (2,564) Deferred revenue (7) (2,871) Deferred acquisition payments (8) (4,046) Deferred acquisition note payable (7) (1,050) Operating lease liabilities (5) (10,285) Deferred tax liabilities (9) (58,452) Total of assets acquired and liabilities assumed $ 569,819 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. (1) Management has valued accounts receivable 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 and trade names utilizing the relief of royalty method and payor network utilizing the multi-period excess earnings method, a form of the income approach. This assessment is preliminary and will be finalized in the fourth quarter of 2021. (5) The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $11.7 million based on market rates available to the Company during our preliminary purchase price allocation. This assessment has since been updated through the implementation of ASC 842 at the Personal Care segment as of September 30, 2021, and the related balances have been updated to $10.3 million. This assessment remains preliminary as of the date of our filing and will be finalized with final purchase accounting in the fourth quarter of 2021. (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. In the second quarter of 2021 a closing cash adjustment of $3.5 million was paid to OEP AM and in the third quarter of 2021 other assets acquired were adjusted down by $3.9 million which, along with other immaterial adjustments, increased the goodwill related to this transaction to $317.1 million. This assessment is preliminary and purchase accounting will be finalized in the fourth quarter of 2021. None of the acquired goodwill is deductible for tax purposes. (7) Accounts payable as well as certain other current and non-current assets and liabilities are stated at fair value as of the acquisition date. (8) Deferred acquisition payments are associated with historical acquisitions by Simplura. (9) Net deferred tax liabilities represent 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 13, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. CareFinders Total Care On September 14, 2021, the Company completed its acquisition of Care Finders. Care Finders is a personal care provider in the Northeast, with operations in New Jersey, Pennsylvania, and Connecticut. The acquisition of Care Finders broadens access to in-home personal care solutions for patients and supports the Company's strategy to expand on its personal care platform, which already includes Simplura. The equity transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% percent of the equity securities of Care Finders for $332.3 million (a preliminary purchase price of $344.3 million less $12.0 million of cash that was acquired). The Company has not yet obtained and assessed all relevant historical financial information needed to perform the valuation and has not completed the final valuations of certain assets and liabilities. As such, the following is a preliminary estimate, based on certain preliminary 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 September 14, 2021 (in thousands): Cash $ 11,963 Accounts receivable (1) 12,253 Prepaid expenses and other (2) 653 Property and equipment (3) 3,206 Inventories (4) 145 Intangibles (5) 75,900 Goodwill (6) 248,518 Other assets (7) 226 Accounts payable and accrued liabilities (8) (5,347) Accrued expense (8) (871) Other liabilities (8) (80) Deferred tax liabilities (9) (2,275) Total of assets acquired and liabilities assumed $ 344,291 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 certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022. (1) Management has valued accounts receivable 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 capitalized software, construction in progress, and computer equipment. This estimate is preliminary as the Company's evaluation of the fair value of property and equipment is ongoing. (4) Inventories are stated at fair value as of the acquisition date. (5) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 9 years $ 68,300 Trade name Amortizable 8 years 7,600 $ 75,900 The intangible valuation amounts disclosed in the table above represent a preliminary estimate, as of the acquisition date of September 14, 2021. Final purchase accounting is expected to be finalized by the third quarter of 2022. (6) The acquisition preliminarily resulted in $248.5 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets, an increase in market share, and a growing demographic that will need VRI's monitoring products. Purchase accounting will be finalized in the third quarter of 2022. All of the acquired goodwill is deductible for tax purposes. Goodwill allocation to reporting units is not completed as of the date of the financial statements, September 30, 2021. (7) Included in Other assets are security deposits with a value of $0.2 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) Net deferred tax liabilities represent 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 13, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. Since the date of the acquisition, Care Finders sales of $8.9 million and net income of $0.5 million are included in the Company's consolidated results of operations. VRI Intermediate Holdings, LLC On September 22, 2021, the Company completed its acquisition of VRI, a provider of remote patient monitoring solutions, managing a comprehensive suite of services including personal emergency response systems, vitals monitoring and data-driven patient engagement solutions. The acquisition of VRI accelerates the Company's strategy to build a holistic suite of supportive care solutions that address social determinants of health, introduces new technology-enabled in-home solutions that deepen the Company's engagement with payors and patients, and adds a strategic pillar and operating team to advance the Company's broader technology and data strategy. As a result of the acquisition, ModivCare adds remote patient monitoring, or RPM, as a business segment. The stock transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% percent of the equity securities of VRI for $314.8 million (a preliminary purchase price of $317.7 million less $2.9 million of cash that was acquired). The Company has not yet obtained and assessed all relevant historical financial information needed to perform the valuation and has not completed the final valuations of certain assets and liabilities. As such, the following is a preliminary estimate, based on certain preliminary 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 September 22, 2021 (in thousands): Cash $ 2,922 Accounts receivable (1) 6,849 Inventory (2) 1,684 Prepaid expenses and other (3) 284 Property and equipment (4) 16,775 Intangible assets (5) 85,800 Goodwill (6) 228,884 Other assets (7) 217 Accounts payable and accrued liabilities (8) (1,890) Accrued expense (8) (2,481) Deferred revenue (8) (66) Deferred tax liabilities (8) (21,285) Total of assets acquired and liabilities assumed $ 317,693 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 certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022. (1) Management has valued accounts receivable 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) Inventory is stated at fair value as of the acquisition date. (3) Given the short-term nature of the balance of prepaid expenses carrying value represents the fair value. (4) The acquired property and equipment consists primarily of monitoring equipment, buildings, and vitals equipment. This estimate is preliminary as the Company's evaluation of the fair value of property and equipment is ongoing. (5) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 9 years $ 70,700 Trade name Amortizable 8 years 13,300 Internally developed software Amortizable 7 years 1,800 $ 85,800 The intangible valuation amounts disclosed in the table above represent a preliminary estimate, as of the acquisition date of September 22, 2021. Final purchase accounting is expected to be finalized by the third quarter of 2022. (6) The acquisition preliminarily resulted in $228.9 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets and an increase in market share. Purchase accounting will be finalized in the third quarter of 2022. The amount of goodwill deductible for tax purposes has yet to be determined. Goodwill allocation to reporting units is not completed as of the date of the financial statements, September 30, 2021. (7) Included in other assets are other receivables and employees advances with a value of approximately $0.2 million. (8) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. Net deferred tax liabilities represent 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 13, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. Since the date of the acquisition, VRI sales of $1.6 million and net income of $0.4 million are included in the Company's consolidated results of operations. Pro Forma Financial Information Assuming Simplura had been acquired as of January 1, 2019, and Care Finders and VRI had been acquired as of January 1, 2020, and the results of each of them had been included in operations beginning on January 1, 2020, the following table provides estimated unaudited pro forma results of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands, except earnings per share). The estimated pro forma net income adjusts for the effect of fair value adjustments related to each of the acquisitions, transaction costs and other non-recurring costs directly attributable to the transactions and the impact of the additional debt to finance the applicable acquisitions. Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Pro forma: Revenue $ 547,965 $ 489,104 $ 1,603,015 $ 1,475,668 Income (loss) from continuing operations, net (13,678) 30,043 11,568 (4,417) Diluted earnings (loss) per share $ (0.98) $ 2.13 $ 0.81 $ (0.33) Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the date indicated or of future operating results. The supplemental proforma earnings were adjusted to exclude the impact of historical interest expense of Simplura, Care Finders and VRI of $6.2 million, $1.1 million and $1.1 million, respectively, for the three months ended September 30, 2020, and $20.1 million, $3.6 million and $3.8 million, respectively, for the nine months ended September 30, 2020. Acquisition-related costs of approximately $5.9 million and $4.5 million for Care Finders and VRI, respectively, were expensed as incurred, recorded in selling, general and administrative expenses during the period ended September 30, 2021, and are reflected in the pro forma table above at the assumed acquisition date. Acquisition-related costs consisted of professional fees for advisory, consulting and underwriting services as well as other incremental costs directly related to the acquisitions. Asset Acquisitions National MedTrans On May 6, 2020, ModivCare Solutions, LLC, entered into a purchase agreement with NMT, pursuant to which 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. 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 WellRyde On May 6, 2021, the Company entered into an asset purchase agreement with nuVizz to purchase the software, WellRyde. Pursuant to the purchase agreement, the WellRyde software was acquired for total consideration of $12.0 million in cash, subject to certain adjustments. 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 $0.5 million during the period ended September 30, 2021. 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 $ 12,000 Transaction costs 463 Net consideration $ 12,463 The fair value allocation of the net consideration is as follows (in thousands, except useful lives): Type Useful Life Value Transportation management software Amortizable 10 years $ 12,328 Assembled workforce Amortizable 10 years 135 $ 12,463 |