Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | 6900 Layton Avenue | ||
Entity Address, Address Line Two | 12th Floor | ||
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 | 728-7030 | ||
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 | $ 2,359.3 | ||
Entity Common Stock, Shares Outstanding | 19,444,356 | ||
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 2022 Annual Meeting of Stockholders; provided, however, that if such proxy statement is not filed on or before April 30, 2022, 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 | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 133,139 | $ 183,281 |
Accounts receivable, net of allowance of $2,296 and $2,403, respectively | 233,121 | 197,943 |
Other receivables | 4,740 | 5,586 |
Prepaid expenses and other current assets | 38,551 | 32,643 |
Restricted cash | 283 | 75 |
Total current assets | 409,834 | 419,528 |
Property and equipment, net | 53,549 | 27,544 |
Goodwill | 924,787 | 444,927 |
Payor network, net | 425,516 | 292,762 |
Other intangible assets, net | 64,697 | 52,890 |
Equity investment | 137,466 | |
Operating lease assets | 43,750 | 30,928 |
Other assets | 22,223 | 19,868 |
Total assets | 2,027,425 | 1,425,913 |
Current liabilities: | ||
Accounts payable | 8,690 | 8,464 |
Accrued contract payables | 281,586 | 101,705 |
Accrued transportation costs | 103,294 | 79,674 |
Accrued expenses and other current liabilities | 119,563 | 116,620 |
Current portion of operating lease liabilities | 9,873 | 8,277 |
Deferred revenue | 4,228 | 2,923 |
Total current liabilities | 527,234 | 317,663 |
Long-term debt, net of deferred financing costs of $24,775 and $14,020, respectively | 975,225 | 485,980 |
Deferred tax liabilities | 94,611 | 92,195 |
Long-term contract payables | 0 | 72,183 |
Operating lease liabilities, less current portion | 34,524 | 23,437 |
Other long-term liabilities | 22,564 | 22,844 |
Total liabilities | 1,654,158 | 1,014,302 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 19,589,422 and 19,570,598, respectively, issued and outstanding (including treasury shares) | 20 | 20 |
Additional paid-in capital | 430,449 | 421,318 |
Retained earnings | 211,829 | 218,414 |
Treasury shares, at cost, 5,568,983 and 5,287,283 shares, respectively | (269,031) | (228,141) |
Total stockholders’ equity | 373,267 | 411,611 |
Total liabilities and stockholders’ equity | $ 2,027,425 | $ 1,425,913 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 2,296 | $ 2,403 |
Debt issuance costs, net | $ 24,775 | $ 14,020 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, outstanding | 19,589,422 | 19,570,598 |
Common stock, shares, issued | 19,589,422 | 19,570,598 |
Treasury stock (in shares) | 5,568,983 | 5,287,283 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Service revenue, net | $ 1,996,892 | $ 1,368,675 | $ 1,509,944 |
Grant income (Note 2) | 5,441 | 0 | 0 |
Operating expenses: | |||
Service expense | 1,584,298 | 1,078,795 | 1,401,152 |
General and administrative expense | 271,266 | 140,539 | 67,244 |
Depreciation and amortization | 56,998 | 26,183 | 16,816 |
Total operating expenses | 1,912,562 | 1,245,517 | 1,485,212 |
Operating income | 89,771 | 123,158 | 24,732 |
Other expenses (income): | |||
Interest expense, net | 49,081 | 17,599 | 850 |
Other income | 0 | 0 | (277) |
Income from continuing operations before income taxes and equity method investment | 40,690 | 105,559 | 24,159 |
Provision for income taxes | 8,729 | 22,356 | 6,861 |
Equity in net (income) loss of investee, net of tax | 38,250 | (6,411) | 22,251 |
Income (loss) from continuing operations, net of tax | (6,289) | 89,614 | (4,953) |
Income (loss) from discontinued operations, net of tax | (296) | (778) | 5,919 |
Net income (loss) | (6,585) | 88,836 | 966 |
Net income (loss) available to common stockholders (Note 17) | $ (6,585) | $ 32,471 | $ (3,437) |
Basic earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | $ (0.45) | $ 2.45 | $ (0.72) |
Discontinued operations (in dollars per share) | (0.02) | (0.06) | 0.46 |
Basic (loss) earnings per common share (in dollars per share) | (0.47) | 2.39 | (0.26) |
Diluted earnings (loss) per common share: | |||
Continuing operations (in dollars per share) | (0.45) | 2.43 | (0.72) |
Discontinued operations (in dollars per share) | (0.02) | (0.06) | 0.46 |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.47) | $ 2.37 | $ (0.26) |
Weighted-average number of common shares outstanding: | |||
Basic (in shares) | 14,054,060 | 13,567,323 | 12,958,713 |
Diluted (in shares) | 14,054,060 | 13,683,308 | 12,958,713 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In | Retained Earnings | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2018 | 17,784,769 | 4,970,093 | |||
Beginning Balance at Dec. 31, 2018 | $ 310,998 | $ 18 | $ 334,744 | $ 187,127 | $ (210,891) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) attributable to parent | 966 | 966 | |||
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 | 10,986 | |||
Restricted stock issued (in shares) | 55,530 | 13,268 | |||
Restricted stock forfeited | (852) | (43) | $ (809) | ||
Shares issued for bonus settlement and director stipends | 2,542 | ||||
Shares issued for bonus settlement and director stipends | $ 154 | 154 | |||
Stock repurchase plan (in shares) | 105,421 | 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 | ||
Convertible preferred stock dividends | (4,403) | (4,403) | |||
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 | $ (217,688) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) attributable to parent | 88,836 | 88,836 | |||
Stock-based compensation | 3,776 | 3,776 | |||
Exercise of employee stock options (in shares) | 372,478 | ||||
Exercise of employee stock options | 25,414 | $ 1 | 25,413 | ||
Restricted stock issued (in shares) | 108,907 | 2,824 | |||
Restricted stock forfeited | (267) | $ (267) | |||
Shares issued for bonus settlement and director stipends | 7,044 | ||||
Shares issued for bonus settlement and director stipends | $ 154 | 154 | |||
Stock repurchase plan (in shares) | 195,677 | 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) | 3,191 | (5,995) | ||
Conversion of convertible preferred stock to common stock pursuant to Conversion Agreement (in shares) | 925,567 | ||||
Conversion of convertible preferred stock pursuant to Conversion Agreement | (8,916) | $ 1 | 37,255 | (46,172) | |
Convertible preferred stock dividends | (1,988) | (1,988) | |||
Ending Balance (in shares) at Dec. 31, 2020 | 19,570,598 | 5,287,283 | |||
Ending Balance at Dec. 31, 2020 | 411,611 | $ 20 | 421,318 | 218,414 | $ (228,141) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) attributable to parent | (6,585) | (6,585) | |||
Stock-based compensation | 5,663 | 5,663 | |||
Exercise of employee stock options (in shares) | 51,798 | ||||
Exercise of employee stock options | 3,227 | 3,227 | |||
Restricted stock issued (in shares) | (34,472) | ||||
Performance restricted stock issued (in shares) | 5,432 | ||||
Restricted stock surrendered for employee tax payment | (896) | $ (896) | |||
Shares issued for bonus settlement and director stipends | 1,498 | ||||
Shares issued for bonus settlement and director stipends | $ 241 | 241 | |||
Stock repurchase plan (in shares) | 276,268 | 276,268 | |||
Stock repurchase plan | $ (39,994) | $ (39,994) | |||
Ending Balance (in shares) at Dec. 31, 2021 | 19,589,422 | 5,568,983 | |||
Ending Balance at Dec. 31, 2021 | $ 373,267 | $ 20 | $ 430,449 | $ 211,829 | $ (269,031) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income (loss) | $ (6,585) | $ 88,836 | $ 966 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 12,747 | 9,488 | 10,582 |
Amortization | 44,251 | 16,694 | 6,234 |
Provision for doubtful accounts | (2,296) | (3,530) | 4,078 |
Stock-based compensation | 5,904 | 3,930 | 5,414 |
Deferred income taxes | (17,691) | 11,919 | 71 |
Amortization of deferred financing costs and debt discount | 2,730 | 921 | 293 |
Equity in net (income) loss of investee | 53,092 | (8,860) | 29,685 |
Reduction of right-of-use assets | 11,330 | 9,238 | 10,133 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable and other receivables | (11,453) | 55,885 | (29,928) |
Prepaid expenses and other assets | (7,587) | (12,609) | (9,502) |
Income tax refunds on sale of business | 0 | (10,273) | 30,822 |
Insurance programs | 5,426 | 2,056 | 809 |
Accrued contract payables | 107,698 | 158,182 | 5,950 |
Accounts payable and accrued expenses | (23,460) | 33,328 | (10,094) |
Accrued transportation costs | 23,620 | (7,389) | 2,175 |
Deferred revenue | 1,239 | (176) | (1,298) |
Other long-term liabilities | (12,125) | 795 | 4,550 |
Net cash provided by operating activities | 186,840 | 348,435 | 60,940 |
Investing activities | |||
Purchase of property and equipment | (21,316) | (12,150) | (10,858) |
Acquisitions, net of cash acquired | (664,309) | (622,862) | 0 |
Net cash used in investing activities | (685,625) | (635,012) | (10,858) |
Financing activities | |||
Proceeds from debt | 625,000 | 737,000 | 12,000 |
Repayment of debt | (125,000) | (237,000) | (12,000) |
Repurchase of common stock, for treasury | (39,994) | (10,186) | (6,797) |
Payment of debt issuance costs | (13,486) | (15,633) | 0 |
Proceeds from common stock issued pursuant to stock option exercise | 3,227 | 25,413 | 11,142 |
Restricted stock surrendered for employee tax payment | (896) | (267) | 0 |
Preferred stock redemption payment | 0 | (88,771) | 0 |
Preferred stock dividends | 0 | (1,987) | (4,403) |
Other financing activities | 0 | (309) | (718) |
Net cash provided by (used in) financing activities | 448,851 | 408,260 | (776) |
Net change in cash, cash equivalents and restricted cash | (49,934) | 121,683 | 49,306 |
Cash, cash equivalents and restricted cash at beginning of period | 183,356 | 61,673 | 12,367 |
Cash, cash equivalents and restricted cash at end of period | 133,422 | 183,356 | 61,673 |
Supplemental cash flow information | |||
Cash paid for interest | 32,178 | 2,192 | 1,261 |
Cash paid (received) for income taxes | 13,021 | 21,766 | (30,037) |
Assets acquired under operating leases | 24,152 | 19,992 | 6,787 |
Acquisitions: | |||
Purchase price | 678,655 | 644,044 | 0 |
Less: | |||
Cash acquired | (14,346) | (21,182) | 0 |
Acquisitions, net of cash acquired | $ 664,309 | $ 622,862 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of Business ModivCare Inc. ("ModivCare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their patients. Its value-based solutions address the social determinants of health, or SDoH, enable greater access to care, reduce costs, and improve outcomes. ModivCare is a provider of non-emergency medical transportation, or NEMT, personal care, and remote patient monitoring, or RPM, solutions. The technology-enabled operating model includes NEMT core competencies in risk underwriting, contact center management, network credentialing, claims management and non-emergency medical transportation management. Additionally, its personal care services include placements of non-medical personal care assistants, home health aides and 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’s remote patient monitoring services include personal emergency response systems, vitals monitoring and data-driven patient engagement solutions. ModivCare is further expanding its offerings to include meal delivery and working with communities to provide food-insecure individuals delivery of meals. ModivCare’s solutions help health plans manage risks, close care gaps, reduce costs, and connect members to care. Through the combination of its historical NEMT business, its in-home personal care business that consists of Simplura Health Group and Care Finders Total Care LLC, and its recent addition of the remote patient monitoring business through its acquisition of VRI Intermediate Holdings, LLC, ModivCare has united four complementary healthcare businesses that serve similar, highly vulnerable patient populations. On May 6, 2020, ModivCare acquired all of the outstanding equity of National MedTrans, LLC, or NMT, a New York limited liability company and provider of non-emergency medical transportation services under contractual relationships. On November 18, 2020, ModivCare acquired all of the outstanding equity of OEP AM, Inc., a Delaware corporation doing business as Simplura Health Group, or Simplura, which formed the foundation of our personal care business and Personal Care segment. On May 6, 2021, ModivCare acquired the WellRyde software from nuVizz, Inc., or nuVizz, a Georgia corporation and technology provider of Advanced Transportation Management Systems software enabling routing, automated trip assignments and real-time network monitoring. On September 14, 2021, ModivCare acquired Care Finders Total Care LLC, or Care Finders, a personal care provider in the Northeast, with a scaled presence in New Jersey, Pennsylvania, and Connecticut, as an addition to the Personal Care segment. On September 22, 2021, ModivCare acquired VRI Intermediate Holdings, LLC, or VRI, a provider of remote patient monitoring and data-driven patient engagement solutions. See Note 3, Acquisitions, for further information regarding the above acquisitions. 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 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’s clinical care business ("Clinical Care") provides risk adjustment solutions that improve health outcomes for individuals and financial performance for health plans. Matrix’s clinical solutions business ("Clinical Solutions") provides employee health and wellness services focused on improving employee health with worksite certification solutions that reinforce business resilience and safe return-to-work outcomes. Its Clinical Solutions offerings also provide clinical trial services which support the delivery of safe and effective decentralized clinical trial operations to patients and eligible volunteers. Matrix also provides lab services, including services related to COVID-19 such as screening, testing, and vaccinations. Basis of Presentation The Company follows accounting standards established 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 the 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. Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation. Impact of the COVID-19 Pandemic Since March 2020, the COVID-19 pandemic and the measures enacted by state and government officials to contain COVID-19 or slow its spread have had an ongoing adverse impact on the Company’s business, as well as its patients, communities, and employees. With ongoing uncertainties around the duration and magnitude of the pandemic, especially when considering current mutations of COVID-19, including the Delta and Omicron variants, which may increase reported rates of COVID-19 cases and may give rise to future mutations that are more resistant to the two Federal Drug Administration ("FDA") approved vaccines, the ultimate impact to the business remains uncertain. Accordingly, the COVID-19 pandemic could continue to have an adverse impact on the Company's financial statements with potential for (i) labor shortages or other disruptions that impact our ability to provide services, and (ii) decreased member comfort leaving the house to obtain transportation for non-emergency medical purposes; among other things. Despite ongoing uncertainties, the Company’s priorities throughout the COVID-19 pandemic remain intact with emphasis on protecting the health and safety of its employees, maximizing the availability of its services and products to support the SDoH, and supporting the operational and financial stability of its business. Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the CARES Act. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund ("Provider Relief Fund" or "PRF"). |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
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; and loss reserves for reinsurance and self-funded insurance programs. 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 due to credit risk. In order to establish the amount of the allowance related to the credit risk of accounts receivable, the Company considers information related to receivables that are past due, past loss experience, current and forecasted economic conditions, and other relevant factors. 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, 2021, 2020 and 2019 was $1.7 million, $0.6 million and $3.2 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 October 1. 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 2 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 $103.3 million and $79.7 million at December 31, 2021 and 2020, respectively. Deferred Financing Costs and Debt Discounts The Company capitalizes costs incurred in connection with its credit facilities and other borrowings, referred to as deferred financing costs, and amortizes such costs over the life of the respective credit facility or other borrowings. Costs associated with the revolving facility are capitalized as deferred financing costs and included in "Prepaid expenses and other current assets" on the consolidated balance sheets. Costs associated with term loans are capitalized and included as a reduction to the debt balance on the consolidated balance sheets. Deferred financing costs for the revolving loan, net of amortization, totaled $1.4 million and $1.5 million as of December 31, 2021 and 2020, respectively. Debt discounts for the $500.0 million senior unsecured notes due 2025 of $11.6 million and $14.0 million are netted against the carrying balance of the long-term debt on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Debt discounts for the $500.0 million senior unsecured notes due 2029 of $13.1 million are netted against the carrying balance of the long-term debt on the consolidated balance sheet as of December 31, 2021. Revenue Recognition Under ASC 606, the Company recognizes revenue as it transfers 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. The Company holds different contract types under its different segments of business. In the NEMT segment, there are both capitated contracts, under which payors pay a fixed amount monthly per eligible member, and fee-for-service ("FFS"), under which the Company bills and collects a specified amount for each service that is provided. Personal Care contracts are also FFS, and service revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. See further information in Note 5, Revenue Recognition . Grant Income The Company received distributions from the CARES Act PRF of approximately $5.4 million during the year ended December 31, 2021, targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments are required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. The Company recognizes grant payments as grant income when there is reasonable assurance that it has complied with the conditions associated with the grant. Grant income recognized by the Company is presented in grant income in the accompanying condensed consolidated statements of operations. HHS guidance related to PRF grant funds is still evolving and subject to change. The Company is continuing to monitor the reporting requirements as they evolve. CARES Act Payroll Deferral The CARES Act also provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet. 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. • The Company also is authorized under its Incentive Plan to issue performance-based RSUs. Such awards, when issued, vest upon achievement of pre-established company specific performance conditions and a service period. The fair value of the performance-based RSU awards is determined based on the closing market price of the Company’s Common Stock on the grant date and an assessment of the probability the performance targets will be achieved. The expense for such awards would be recognized over the requisite service period. 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 19, 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 19, Income Taxes , for a discussion of the impact on the Company from these acts. Loss Reserves for Certain Reinsurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under certain reinsurance programs. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to these reinsurance policies, including the estimated losses in excess of insured limits, which would be reimbursed to the Company to the extent such losses were incurred. As of December 31, 2021 and 2020, the Company had reserves of $8.3 million and $6.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies. The gross reserve as of December 31, 2021 and 2020 of $22.3 million and $15.1 million, respectively, is classified as other long-term liabilities in the consolidated balance sheets. The estimated amount to be reimbursed to the Company as of December 31, 2021 and 2020 was $14.0 million and $8.8 million, respectively, and is classified as other long-term assets in the consolidated balance sheets. The increase in these amounts from 2020 to 2021 is largely attributable to the coverage of the Simplura business under our insurance programs. 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. Self-Funded Insurance Programs 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, 2021 and 2020, the Company had $1.9 million and $2.0 million, respectively, in reserves for its self-funded health insurance programs. The reserves are classified as “accrued expenses and other current liabilities” in the consolidated balance sheets. 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. Discontinued operations currently consists of minimal activity related to our former WD services segment, disposed of in 2018, as well as our Human Services segment, disposed of in 2015. See Note 22, 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 17, Earnings Per Share . Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the year ended December 31, 2021: 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 ("ASC 740"), and also clarifies and amends existing guidance to reduce complexity in accounting for income taxes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. There was no material impact to the financial statements from the adoption of this ASU. 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. There was no material impact to the financial statements from the adoption of this ASU. 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. There was no material impact to the financial statements from the adoption of this ASU. 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 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, however as this ASU permits early adoption, we have adopted it for the fiscal year ended Decembers 31, 2021. 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 October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. ASU 2021-08 is effective for public business entities for fiscal years beginning on or after November 1, 2023, including interim periods therein. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Business Combinations Simplura Health Group On November 18, 2020 the Company acquired OEP AM, Inc. (together with its subsidiaries doing business as “Simplura Health Group”). OEP AM, Inc. 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 Health Group operates from its headquarters in Valley Stream, New York, with 57 agency branches across seven states, including in several of the nation’s largest home care markets. The acquisition of Simplura adds a strategic pillar in our mission to address the SDoH by introducing a 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 Combinations where a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the voting stock of OEP AM Inc. for $548.6 million (a purchase price of $569.8 million less $21.2 million of cash that was acquired). The following table summarizes information from 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) 65,297 Prepaid expenses and other (2) 10,975 Property and equipment (3) 1,640 Intangible assets (4) 264,770 Operating right of use asset (5) 10,285 Goodwill (6) 320,383 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 less 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. Through this valuation, it was determined that $4.6 million of the initial accounts receivable was uncollectible, and therefore, the initial balance of $69.9 million was decreased to $65.3 million. (2) Given the short-term nature of the balance of prepaid expenses, the 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 3 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. The useful life of the trademarks and trade names intangible was decreased from 10 years to 3 years as of December 31, 2021 due to strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders, as discussed below. This is a prospective change to amortization expense. (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 as of September 30, 2021, and the related balances have been updated to $10.3 million. (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, in the third quarter of 2021 other assets acquired were adjusted down by $3.9 million and in the fourth quarter of 2021, accounts receivable was adjusted down by $4.6 million due to certain receivables deemed uncollectible which caused a corresponding increase to goodwill of $3.3 million, net of tax impacts. These changes increased the goodwill related to this transaction to $320.4 million. 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 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 19, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. Care Finders Total Care, LLC On September 14, 2021, the Company acquired Care Finders which 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. The equity transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the equity securities of Care Finders for $333.4 million (a preliminary purchase price of $344.8 million less $11.4 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 September 14, 2021 (in thousands): Cash $ 11,424 Accounts receivable (1) 14,708 Prepaid expenses and other (2) 2,625 Property and equipment (3) 2,527 Inventories (4) 231 Operating right of use asset (5) 1,939 Intangibles (6) 100,750 Goodwill (7) 232,161 Other assets (8) 226 Accounts payable (9) (2,487) Accrued expenses and other accrued liabilities (9) (14,344) Operating lease liability (5) (1,939) Deferred tax liabilities (10) (2,618) Other liabilities (9) (378) Total of assets acquired less liabilities assumed $ 344,825 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, the carrying value represents the fair value. (3) The acquired property and equipment consists primarily of capitalized software, computer equipment, and automobiles. (4) Inventories are stated at fair value as of the acquisition date. (5) The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $1.9 million based on market rates available to the Company during our preliminary purchase price allocation. (6) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 7 years $ 97,200 Trade name Amortizable 3 years 1,950 Non-compete agreement Amortizable 5 years 1,600 $ 100,750 The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and non-compete agreements utilizing the with/without method. (7) The acquisition preliminarily resulted in $232.2 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 home care solutions. 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. (8) Included in other assets are security deposits with a value of $0.2 million. (9) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. (10) 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 19, 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 revenue of $56.5 million and a net loss of $2.8 million are included in the Company's consolidated results of operations. VRI Intermediate Holdings, LLC On September 22, 2021, the Company acquired VRI, a provider of remote patient monitoring solutions that manages 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 SDoH, 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. The stock transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the equity securities of VRI for $314.6 million (a preliminary purchase price of $317.5 million less $2.9 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 September 22, 2021 (in thousands): Cash $ 2,922 Accounts receivable (1) 6,800 Inventory (2) 1,684 Prepaid expenses and other (3) 805 Property and equipment (4) 14,908 Intangible assets (5) 75,590 Goodwill (6) 236,738 Accounts payable and accrued liabilities (7) (1,884) Accrued expense (7) (2,487) Deferred revenue (7) (67) Deferred tax liabilities (8) (17,491) Total of assets acquired less liabilities assumed $ 317,518 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, the carrying value represents the fair value. (4) The acquired property and equipment consists primarily of personal emergency response system devices, computer equipment, buildings, and equipment. Management notes the carrying value of buildings, land, leasehold improvements, and building improvements represent the fair value. The Company valued remaining property, plant, and equipment utilizing the cost approach. (5) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 7 years $ 72,150 Trade name Amortizable 3 years 890 Developed technology Amortizable 3 years 2,550 $ 75,590 The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and developed technology utilizing the cost approach. (6) The acquisition preliminarily resulted in $236.7 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. 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. (7) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. (8) 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 19, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. Since the date of the acquisition, VRI revenue of $17.6 million and net income of $2.0 million are included in the Company's consolidated results of operations. Pro Forma Financial Information (unaudited) 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 had been included in operations beginning on January 1, 2020, the following table provides estimated unaudited pro forma results of operations for the years ended December 31, 2021, 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 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. Year Ended December 31, 2021 2020 2019 Pro forma: Revenue $ 2,181,943 $ 1,989,519 $ 1,977,156 Income (loss) from continuing operations, net (23,280) (21,255) (16,946) Diluted earnings (loss) per share $ (1.66) $ (1.57) $ (1.65) 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 pro forma earnings were adjusted to exclude the impact of historical interest expense of Care Finders and VRI of $3.7 million and $3.2 million, respectively, for 2021, Simplura, Care Finders and VRI of $23.5 million, $4.8 million and $4.9 million, respectively, for 2020, and Simplura of $28.0 million for 2019, respectively. Acquisition-related costs of approximately $6.6 million and $4.7 million for Care Finders and VRI, respectively, were expensed as incurred, recorded in selling, general and administrative expenses during the year ended December 31, 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 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 sheets as of December 31, 2021 and 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 network 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 December 31, 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 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company’s reportable segments are identified based on a number of factors related to how its chief operating decision maker determines the allocation of resources and assesses the performance of the Company’s operations. The Company's chief operating decision maker manages the Company under four reportable segments. The Company’s reportable segments are strategic units that offer different services under different financial and operating models to the Company’s customers. The segments are managed separately because each requires different technology and marketing strategies. Furthermore, the different segments were each generally acquired as a unit, with the management of each at the time of acquisition retained to continue to operate their respective businesses. The Company has determined each of the separate reportable segments based on the difference in services provided by each of the segments as provided in further detail below: • NEMT - The Company's NEMT segment is its legacy segment and operates primarily under the brands ModivCare Solutions and Circulation. The NEMT segment is the largest manager of non-emergency medical transportation programs for state governments and managed care organizations, or MCOs, in the U.S and includes the Company’s activities for executive, accounting, finance, internal audit, tax, legal and certain strategic and development functions; • Personal Care - The Company's Personal Care segment began operations in November 2020 with the acquisition of Simplura and expanded in September 2021 with the acquisition of Care Finders. The Personal Care segment operates under the brands Simplura and Care Finders and provides personal care to Medicaid patient populations, including seniors and disabled adults, in need of care monitoring and assistance performing activities of daily living; • RPM - The Company's RPM segment began operations in September 2021 with the acquisition of VRI. The RPM segment operates under the VRI brand and is a provider of remote patient monitoring solutions, including personal emergency response systems, vitals monitoring and data-driven patient engagement solutions; and • Matrix Investment - The Company's minority investment in Matrix's Clinical Care and Clinical Solutions businesses is the final segment and is reported by the Company under the equity method of accounting. Matrix’s Clinical Care business provides risk adjustment solutions that improve health outcomes for individuals and financial performance for health plans. Matrix’s Clinical Solutions business provides employee health and wellness services, decentralized clinical trial services, and lab services to its customers. The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 NEMT Personal Care RPM Matrix Total Service revenue, net $ 1,483,696 $ 495,579 $ 17,617 $ — $ 1,996,892 Grant income — 5,441 — — 5,441 Service expense 1,186,185 392,508 5,605 — 1,584,298 General and administrative expense 195,332 70,163 5,771 — 271,266 Depreciation and amortization 29,058 23,759 4,181 — 56,998 Operating income $ 73,121 $ 14,590 $ 2,060 $ — $ 89,771 Equity in net loss of investee $ — $ — $ — $ 53,092 $ 53,092 Equity investment $ — $ — $ — $ 83,069 $ 83,069 Goodwill $ 135,216 $ 552,833 $ 236,738 $ — $ 924,787 Total assets $ 583,429 $ 1,020,014 $ 340,913 $ 83,069 $ 2,027,425 Year Ended December 31, 2020 NEMT Personal Care Matrix Investment 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 of investee $ — $ — $ (8,860) $ (8,860) Equity investment $ — $ — $ 137,466 $ 137,466 Goodwill $ 135,216 $ 309,711 $ — $ 444,927 Total assets $ 594,952 $ 693,495 $ 137,466 $ 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 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company recognizes revenue as it transfers 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. Revenue Contract Structure NEMT Capitated Contracts Under capitated contracts, payors pay a fixed amount per eligible member. We assume the responsibility of meeting the covered healthcare related transportation requirements based on per-member per-month fees for the number of eligible members in the customer’s program. Revenue is recognized based on the population served during the period. Certain capitated contracts have provisions for reconciliations, risk corridors or profit rebates. For contracts with reconciliation provisions, capitation payment is received as a prepayment during the month service is provided. These prepayments are periodically reconciled based on actual cost and/or trip volume and may result in refunds to the customer, or additional payments due from the customer. Contracts with risk corridor or profit rebate provisions allow for profit within a certain corridor and once we reach profit level thresholds or maximums, we discontinue recognizing revenue and instead record a liability within the accrued contract payable account. This liability may be reduced through future increases in trip volume or periodic settlements with the customer. While a profit rebate provision could only result in a liability from this profit threshold, a risk corridor provision could potentially result in receivables if the Company does not reach certain profit minimums, which would be recorded in the reconciliation contract receivables account. Capitation rates are generally based on expected costs and volume of services. Because Medicare pays capitation using a “risk adjustment model,” which compensates payors based on the health status (acuity) of each individual enrollee, payors with higher acuity enrollees receive more, and those with lower acuity enrollees receive less of the 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. NEMT Fee-for-service Contracts Fee-for-service ("FFS") revenue represents revenue earned under non-capitated contracts in which we bill and collect a specified amount for each service 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. Personal Care Fee-for-service Contracts Personal Care FFS revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. Payment for services received from third-party payors includes, but is not limited to, insurance companies, hospitals, governmental agencies and other home health care providers who subcontract work to the Company. Certain contracts are subject to retroactive audit and possible adjustment by those payors based on the nature of the contract or costs incurred. The Company makes estimates of retroactive adjustments and considers these in the recognition of revenue in the period in which the related services are rendered. The difference between estimated settlement and actual settlement is reported in net service revenues as adjustments become known or as years are no longer subject to such audits, reviews, or investigations. RPM Service Contracts RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. Consideration is generally fixed for each type of monitoring service and the contracts do not typically contain variable components of consideration. As such, the RPM segment recognizes revenue based on the monthly fee paid by customers. Disaggregation of Revenue by Contract Type The following table summarizes disaggregated revenue from contracts with customers for the years ended December 31, 2021, 2020, and 2019 by contract type (in thousands): Year Ended December 31, 2021 2020 2019 NEMT capitated contracts $ 1,257,390 $ 1,132,929 $ 1,277,241 NEMT FFS contracts 226,306 181,776 232,703 Total NEMT segment revenue 1,483,696 1,314,705 1,509,944 Personal Care FFS contracts 495,579 53,970 — RPM service contracts 17,617 — — Total service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944 Payor Information Service revenue, net, is derived from state Medicaid contracts, managed Medicaid and Medicare contracts (also known as MCOs), as well as a small amount from private pay and other contracts. Of the NEMT segment’s revenue, 9.7%, 9.5% and 12.7% were derived from one U.S. State Medicaid program for the years ended December 31, 2021, 2020 and 2019, respectively. Of the Personal Care segment's revenue, 22.3% and 24.7% was derived from one U.S. State Medicaid program for the years ended December 31, 2021 and 2020, respectively. Of the RPM segment's revenue, 27.0% was derived from one U.S. State Medicare program for the year ended December 31, 2021. The following table summarizes disaggregated revenue from contracts with customers by payor type (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 State Medicaid contracts $ 835,113 $ 668,430 $ 737,251 Managed Medicaid contracts 953,174 592,252 581,999 Managed Medicare contracts 172,014 104,700 150,736 Private pay and other contracts 36,591 3,293 39,958 Total service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944 During the years ended December 31, 2021, 2020, and 2019 the Company recognized an increase of $11.4 million, a reduction of $2.1 million, and an increase of $10.8 million in service revenue, 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, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Accounts receivable $ 210,937 $ 164,622 Reconciliation contracts receivable (1) 24,480 35,724 Allowance for doubtful accounts (2,296) (2,403) Accounts receivable, net $ 233,121 $ 197,943 (1) Reconciliation contracts receivable, primarily represent underpayments and receivables on certain contracts with reconciliation and risk corridor provisions. See the contract payables and receivables rollforward below. The following table provides information about other revenue related accounts included on the accompanying condensed consolidated balance sheets (in thousands): December 31, 2021 December 31, 2020 Accrued contract payables (1) $ 281,586 $ 101,705 Long-term contract payables (2) $ — $ 72,183 Deferred revenue, current $ 4,228 $ 2,923 (1) Accrued contract payables primarily represent overpayments and liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19. (2) Long-term contract payables primarily represent liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19 that may be repaid in greater than 12 months. The following table provides a summary rollforward of total contract payables and receivables as reported within the condensed consolidated balance sheets (in thousands): December 31, 2020 Additional Amounts Recorded Amounts Paid or Settled December 31, 2021 Reconciliation contract payables $ 33,330 $ 16,943 $ (28,238) $ 22,035 Profit rebate/corridor contract payables 123,239 149,880 (26,695) 246,424 Overpayments and other cash items 17,319 14,891 (19,083) 13,127 Total contract payables $ 173,888 $ 181,714 $ (74,016) $ 281,586 Reconciliation contract receivables $ 35,580 $ 17,669 $ (28,846) $ 24,403 Corridor contract receivables 144 (67) — 77 Total contract receivables $ 35,724 $ 17,602 $ (28,846) $ 24,480 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Cash and cash equivalents $ 133,139 $ 183,281 Restricted cash, current 283 75 Cash, cash equivalents and restricted cash $ 133,422 $ 183,356 |
Equity Investment
Equity Investment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment Matrix As of December 31, 2021 and 2020, 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, 2021 and 2019, Matrix recorded asset impairment charges of $111.4 million and $55.1 million. Matrix recorded no asset impairment charges for the year ended December 31, 2020. 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, 2021 and 2020 totaled $83.1 million and $137.5 million, respectively. Summary financial information for Matrix on a standalone basis is as follows (in thousands): December 31, 2021 December 31, 2020 Current assets $ 124,081 $ 143,110 Long-term assets $ 482,063 $ 619,642 Current liabilities $ 57,048 $ 81,920 Long-term liabilities $ 340,448 $ 351,036 Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Revenue $ 398,260 $ 414,622 $ 275,391 Operating income (loss) $ 1,316 $ 39,412 $ (61,000) Net income (loss) $ (122,898) $ 15,137 $ (69,353) |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Prepaid income taxes $ 13,848 $ 14,633 Prepaid insurance 9,487 7,577 Deferred financing costs on credit facility 1,480 — Inventory 1,458 — Prepaid rent 265 1,196 Other prepaid expenses 12,013 9,237 Total prepaid expenses and other current assets $ 38,551 $ 32,643 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
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) 2021 2020 Software 3 — 10 $ 35,323 $ 31,830 Computer and telecommunications equipment 3 — 5 31,417 28,446 Monitoring equipment 3 12,950 — Leasehold improvements Shorter of 7 years or lease term 7,524 8,419 Construction and development in progress N/A 6,598 4,721 Furniture and fixtures 5 — 10 3,906 2,330 Automobiles 5 3,998 4,846 Buildings 30 — 40 1,886 — Land N/A 292 — Total property and equipment 103,894 80,592 Less accumulated depreciation (50,345) (53,048) Total property and equipment, net $ 53,549 $ 27,544 |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill Changes in the carrying amount of goodwill are presented in the following table (in thousands): ModivCare Balances at December 31, 2020 Goodwill $ 540,927 Accumulated impairment losses (96,000) 444,927 Simplura Adjustment 10,961 Acquisition of Care Finders 232,161 Acquisition of VRI 236,738 Balances at December 31, 2021 Goodwill 1,020,787 Accumulated impairment losses (96,000) $ 924,787 The total amount of goodwill from continuing operations that was deductible for income tax purposes related to acquisitions as of December 31, 2021 and 2020 was $255.5 million and $52.2 million, respectively. Intangible Assets Intangible assets are comprised of acquired payor networks, trademarks and trade names, developed technology, non-compete agreements, licenses, and an assembled workforce. Intangible assets consisted of the following (in thousands, except estimated useful lives): December 31, 2021 2020 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Amortization Payor networks 3 - 15 $ 511,064 $ (85,548) $ 341,714 $ (48,952) Trademarks and trade names 3 48,191 (6,290) 45,351 (986) Developed technology 3 - 10 28,978 (8,605) 14,100 (6,345) Non-compete agreement 2 - 5 1,610 (83) — — New York LHCSA Permit Indefinite 770 — 770 — Assembled workforce 10 135 (9) — — Total $ 590,748 $ (100,535) $ 401,935 $ (56,283) The weighted-average amortization period at December 31, 2021 for intangibles was 10.7 years. No significant residual value is estimated for these intangible assets. Amortization expense from continuing operations was $44.3 million, $16.7 million and $6.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The total amortization expense is estimated to be as follows for the next five years as of December 31, 2021 (in thousands): Year Amount 2022 $ 63,503 2023 60,345 2024 59,656 2025 58,308 2026 49,838 Total $ 291,650 Impairment |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and related liabilities (1) $ 54,564 $ 50,113 Accrued operating expenses 14,457 8,018 Accrued interest 12,826 4,927 Insurance reserves 10,152 4,727 Deferred acquisition payments 3,578 3,978 Accrued legal fees 5,081 3,228 Accrued cash settled stock-based compensation 183 19,376 Union pension obligation 6,629 6,632 Other 12,093 15,621 Total accrued expenses and other current liabilities $ 119,563 $ 116,620 (1) Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act (discussed in Note 19, Income Taxes ). The CARES Act provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet. |
Restructuring and Related Reorg
Restructuring and Related Reorganization Costs | 12 Months Ended |
Dec. 31, 2021 | |
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 expense 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 total 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 expense 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 years ended December 31, 2021 and 2020. There was no related restructuring liability as of December 31, 2021 or December 31, 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". The Company recorded no restructuring expense for the year ended December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 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 “Senior Notes due 2025”). Additionally on August 24, 2021, the Company issued $500.0 million in aggregate principal amount of 5.000% senior unsecured notes due on October 1, 2029 (the “Senior Notes due 2029”). The Senior Notes due 2025 and the Senior Notes due 2029 were issued pursuant to two indentures, dated November 4, 2020 and August 24, 2021, respectively, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Senior Notes due 2025 relate to the Company’s acquisition of Simplura and the Senior Notes due 2029 relate to the Company’s acquisition of VRI. The Senior Notes due 2025 and the Senior Notes due 2029 (collectively, 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, are effectively subordinated to any of the Company's existing and future secured indebtedness, including indebtedness under the Credit Facility (as defined below), to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company’s non-guarantor subsidiaries. The indentures for the Notes contain 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 rating agencies. The indentures for both the Senior Notes due 2025 and the Senior Notes due 2029 provide that the notes may become subject to redemption under certain circumstances. In connection with the Senior Notes due 2025, the Company may 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 Senior Notes due 2025 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 Senior Notes due 2025 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 may also redeem the Senior Notes due 2029, in whole or in part, at any time prior to October 1, 2024, 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 Senior Notes due 2029 prior to October 1, 2024, at a redemption price of 105.000% 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. On or after October 1, 2024, the Company may redeem all or a part of the Senior Notes due 2029 upon not less than ten 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 October 1 of the years indicated below: Year Percentage 2024 102.500% 2025 101.250% 2026 and thereafter 100.000% The Company will pay interest on the Senior Notes due 2025 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 15, 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 the fourth quarter of 2020. Pursuant to the Senior Notes due 2029, the Company will pay interest on the notes at 5.000% per annum until maturity. Interest is payable semi-annually in arrears on April 1 and October 1 of each year, with the first interest payment date being April 1, 2022. Principal payments are not required until the maturity date on October 1, 2029 when 100% of the outstanding principal will be required to be repaid. As a part of the bond issuance process, we incurred a $6.6 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 VRI. That commitment expired unused upon closing of the Notes and the fee was expensed in the third quarter of 2021. Debt issuance costs of $14.5 million in relation to the issuance of the Senior Notes due 2025 were incurred and these costs were deferred and are amortized to interest cost over the term of the Notes. Debt issuance costs of $13.5 million were incurred in relation to the issuance of the Senior Notes due 2029 and these costs were deferred and are amortized to interest cost over the term of the Notes. As of December 31, 2021, $24.8 million of unamortized deferred issuance costs was netted against the long-term debt balance on the consolidated balance sheet. 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 credit 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 of Simplura (the "Simplura Acquisition"), 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. On September 13, 2021, the Company entered into the Ninth Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Ninth Amendment”), which among other things, amended the Credit Facility to permit the incurrence of additional debt to finance the acquisition of VRI and revise certain financial covenants therein to permit the consummation of the VRI acquisition. Effective as of the Ninth 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 respectively. 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 range 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, 2021, the Company had no borrowings outstanding on the Credit Facility; however, there were letters of credit outstanding in the amount of $22.8 million. The Company’s available borrowing capacity under the Credit Facility was $202.2 million as of December 31, 2021. 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 Agreements 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 increases. The Company may not be able to access additional funds under these increase options as no lender is obligated to participate in any such increases 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, 2021 . |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
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, and $4.4 million, were distributed to convertible preferred stockholders for the years ended December 31, 2020 and 2019, respectively. No cash dividends were distributed to convertible preferred stockholders for the year ended December 31, 2021. 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, 2021 and 2020 (in thousands, except share count): Dollar Value Share Count 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 and 2021 $ — — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity At December 31, 2021 and 2020 there were 19,589,422 and 19,570,598 shares of the Company’s Common Stock issued, respectively, including 5,568,983 and 5,287,283 treasury shares at December 31, 2021 and 2020, 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, 2021, 344,118 shares of the Company’s common stock, were reserved for future issuances related to the exercise of stock options and restricted stock awards. 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 then outstanding Series A convertible preferred stoc k, through December 31, 2019, at which time it expired. A total of 105,421 shares were repurchased under this program for approximately $6.0 million, during the year ended December 31, 2019. 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 then outstanding Series A convertible preferred stock, through December 31, 2020. A total of 195,677 shares were repurchased under this program for approximately $10.2 million during the year ended December 31, 2020. On March 8, 2021, 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 through December 31, 2021, unless terminated earlier. A total of 276,268 shares were repurchased under the program for $40.0 million during the year ended December 31, 2021. Equity Award Withholding During the years ended December 31, 2021, 2020 and 2019, the Company withheld 5,432, 2,824 and 13,268 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, 2021 and 2020, the Company withheld 31,901 and 322,034 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 related to the exercise of stock options. |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021: 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 1,230,202 270,239 73,879 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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Service expense $ — $ 222 $ 572 General and administrative expense 5,904 3,708 4,842 Total stock-based compensation $ 5,904 $ 3,930 $ 5,414 Stock-based compensation included in general and administrative expense is related to the NEMT segment and the Personal Care segment, except for a select group of employees that were included within service expense in 2020 and 2019, which have since been phased out. The amounts above exclude tax benefits of $1.6 million, $1.1 million and $1.4 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 36.6% - 41.6% 28.3% - 38.1% 27.5% - 33.0% Risk-free interest rate 0.3% - 0.9% 0.2% - 1.4% 1.6% - 2.5% Expected life of options (years) 3.5 - 4.4 3.5 - 4.4 1.8 - 5.3 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 and expected lives of the stock options were based on the Company’s historical data. 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 7 years. During the year ended December 31, 2021, the Company issued 51,798 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, 2021: Year ended December 31, 2021 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period, January 1 297,379 $ 64.32 Granted 70,558 170.26 Exercised (51,798) 62.31 Forfeited/Canceled (45,409) 86.71 Expired (491) 3.88 Outstanding at end of period, December 31 270,239 $ 88.72 4.56 $ 17,577 Vested or expected to vest at end of period, December 31 270,239 $ 88.72 4.56 $ 17,577 Exercisable at end of period, December 31 82,981 $ 64.09 4.72 $ 6,991 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, 2021, 2020 and 2019 were as follows (in thousands, except for share price): Year ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share $ 170.26 $ 71.56 $ 16.30 Options exercised: Total intrinsic value $ 4,454 $ 26,228 $ 3,204 Cash received $ 3,227 $ 25,413 $ 11,142 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, 2021, the Company issued 41,365 shares of its Common Stock to non-employee directors, executive officers and key employees upon the vesting of certain RSAs granted in 2020, 2019 and 2018 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, 2021: Shares Weighted-average Non-vested at beginning of period, January 1 92,802 $ 64.83 Granted 38,562 $ 170.13 Vested (41,365) $ 63.89 Forfeited or cancelled (16,120) $ 85.19 Non-vested at end of period, December 31 73,879 $ 112.61 As of December 31, 2021, there was approximately $15.1 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 4.26 years. The total fair value of vested stock options and RSAs was $3.3 million, $5.2 million and $6.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Long-Term Incentive Plans
Long-Term Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, the Company has accrued $0.0 million an d $2.1 million |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Numerator: Net income (loss) attributable to ModivCare $ (6,585) $ 88,836 $ 966 Dividends on convertible preferred stock outstanding — (1,171) (4,403) 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) — Net income (loss) available to common stockholders $ (6,585) $ 32,471 $ (3,437) Continuing operations $ (6,289) $ 33,249 $ (9,356) Discontinued operations (296) (778) 5,919 Net income (loss) available to common stockholders $ (6,585) $ 32,471 $ (3,437) Denominator: Denominator for basic earnings per share -- weighted-average shares 14,054,060 13,567,323 12,958,713 Effect of dilutive securities: Common stock options — 71,651 — Restricted stock units — 44,334 — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,054,060 13,683,308 12,958,713 Basic earnings (loss) per share: Continuing operations $ (0.45) $ 2.45 $ (0.72) Discontinued operations (0.02) (0.06) 0.46 Basic earnings (loss) per share $ (0.47) $ 2.39 $ (0.26) Diluted earnings (loss) per share: Continuing operations $ (0.45) $ 2.43 $ (0.72) Discontinued operations (0.02) (0.06) 0.46 Diluted earnings (loss) per share $ (0.47) $ 2.37 $ (0.26) 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, 2021 2020 2019 Stock options to purchase common stock 56,291 43,061 583,469 Convertible preferred stock — — 800,460 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2019, the Company adopted ASC 842, Leases , and recognized lease obligations and associated right-of-use ("ROU") assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space 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 contains a lease, the Company evaluates its contracts and verifies that there is an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term and has the right to direct the use of the identified asset. If a contract is determined to contain a lease and the Company is a lessee, the lease is evaluated to determine whether it is an operating or financing lease. The discount rate used for each lease is determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considers the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continues discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applies 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 sheets is as follows (in thousands): Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease ROU assets $ 43,750 $ 30,928 Finance lease assets Property and equipment, net — 367 Total leased assets $ 43,750 $ 31,295 Liabilities Current: Operating Current portion of operating lease liabilities $ 9,873 $ 8,277 Finance Current portion of long-term obligations — 45 Long-term: Operating Operating lease liabilities, less current portion 34,524 23,437 Finance Finance lease liabilities, less current portion — — Total lease liabilities $ 44,397 $ 31,759 As of December 31, 2021 , maturities of lease liabilities are as follows (in thousands): Operating Leases 2022 $ 11,256 2023 9,777 2024 7,137 2025 4,937 2026 3,742 Thereafter 16,527 Total lease payments $ 53,376 Less: interest and accretion (8,979) Present value of minimum lease payments $ 44,397 Less: current portion (9,873) Long-term portion $ 34,524 As of December 31, 2020, maturities of lease liabilities were 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 Lease terms and discount rates are as follows: December 31, 2021 December 31, 2020 Weighted-average remaining lease term (years): Operating lease costs 6.61 4.89 Finance lease cost N/A 0.80 Weighted-average discount rate: Operating lease costs 5.25 % 5.25 % Finance lease cost N/A 3.28 % For the years ended December 31, 2021 and December 31, 2020, our operating lease cost was $13.6 million and $10.4 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, 2021 Year Ended December 31, 2020 Financing cash flows from finance leases $ — $ (336) Operating cash flows from operating leases $ (5,701) $ (10,771) Amortization of operating lease ROU assets $ 11,330 $ 9,238 ROU assets obtained through operating lease liabilities $ 24,152 $ 19,992 |
Leases | Leases Effective January 1, 2019, the Company adopted ASC 842, Leases , and recognized lease obligations and associated right-of-use ("ROU") assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space 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 contains a lease, the Company evaluates its contracts and verifies that there is an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term and has the right to direct the use of the identified asset. If a contract is determined to contain a lease and the Company is a lessee, the lease is evaluated to determine whether it is an operating or financing lease. The discount rate used for each lease is determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considers the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continues discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applies 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 sheets is as follows (in thousands): Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease ROU assets $ 43,750 $ 30,928 Finance lease assets Property and equipment, net — 367 Total leased assets $ 43,750 $ 31,295 Liabilities Current: Operating Current portion of operating lease liabilities $ 9,873 $ 8,277 Finance Current portion of long-term obligations — 45 Long-term: Operating Operating lease liabilities, less current portion 34,524 23,437 Finance Finance lease liabilities, less current portion — — Total lease liabilities $ 44,397 $ 31,759 As of December 31, 2021 , maturities of lease liabilities are as follows (in thousands): Operating Leases 2022 $ 11,256 2023 9,777 2024 7,137 2025 4,937 2026 3,742 Thereafter 16,527 Total lease payments $ 53,376 Less: interest and accretion (8,979) Present value of minimum lease payments $ 44,397 Less: current portion (9,873) Long-term portion $ 34,524 As of December 31, 2020, maturities of lease liabilities were 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 Lease terms and discount rates are as follows: December 31, 2021 December 31, 2020 Weighted-average remaining lease term (years): Operating lease costs 6.61 4.89 Finance lease cost N/A 0.80 Weighted-average discount rate: Operating lease costs 5.25 % 5.25 % Finance lease cost N/A 3.28 % For the years ended December 31, 2021 and December 31, 2020, our operating lease cost was $13.6 million and $10.4 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, 2021 Year Ended December 31, 2020 Financing cash flows from finance leases $ — $ (336) Operating cash flows from operating leases $ (5,701) $ (10,771) Amortization of operating lease ROU assets $ 11,330 $ 9,238 ROU assets obtained through operating lease liabilities $ 24,152 $ 19,992 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The federal and state tax provision is summarized as follows (in thousands): Year Ended December 31, 2021 2020 2019 Federal income tax (benefit) expense: Current $ 6,721 $ 2,248 $ (560) Deferred (820) 8,183 4,938 Total federal income tax (benefit) expense 5,901 10,431 4,378 State income tax expense (benefit): Current 5,081 10,032 2,513 Deferred (2,253) 1,893 (30) Total state income tax expense 2,828 11,925 2,483 Total provision for income taxes $ 8,729 $ 22,356 $ 6,861 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, 2021 2020 2019 Federal statutory rates 21.0 % 21.0 % 21.0 % Federal income tax at statutory rates $ 8,545 $ 22,167 $ 5,073 Change in valuation allowance 385 (505) 10 Change in uncertain tax positions (929) 116 181 State income taxes, net of federal benefit 1,743 10,519 1,921 Non-taxable income (74) (124) (93) Compensation expense 1,204 1,036 606 Stock-based compensation (1,004) (650) (101) Meals and entertainment 30 51 81 Transaction costs 89 1,289 — Tax credits (1,095) (650) (858) CARES Act Benefit — (10,984) — Other (165) 91 41 Provision for income taxes $ 8,729 $ 22,356 $ 6,861 Effective income tax rate 21.5 % 21.2 % 28.4 % 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, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 3,570 $ 840 Capital loss carryforward 946 957 Tax credit carryforwards 516 389 Interest expense carryforward 5,100 1,570 Accounts receivable allowance 4,456 1,923 Accrued items and reserves 10,730 14,511 Stock-based compensation 812 852 Deferred rent 1,029 382 Deferred revenue 595 183 Project costs 952 — Other — 591 Total deferred tax assets 28,706 22,198 Deferred tax liabilities: Prepaids 3,181 2,336 Property and equipment depreciation 11,174 4,600 Goodwill and intangibles amortization 82,290 66,781 Equity investment 23,209 38,400 Other 99 — Total deferred tax liabilities 119,953 112,117 Deferred tax liabilities, net of deferred tax assets (91,247) (89,919) Less valuation allowance (3,364) (2,276) Net deferred tax liabilities $ (94,611) $ (92,195) At December 31, 2021, the Company had $2.2 million federal net operating loss (“NOL”) carryforwards, and approximately $46.4 million of state NOL carryforwards which expire as follows (in thousands): 2026 $ 490 2027 and thereafter 45,934 Total state net operating loss carryforwards $ 46,424 The federal NOL carryforwards and approximately $25.1 million of the state NOL carryforwards relate to 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, 2021 was an increase of $1.1 million, of which $0.4 million related to current operations, $0.3 million related to an adjustment to the balance from the Simplura acquisition, and $0.4 million related to the balance from the Care Finders acquisition. The valuation allowance of $3.4 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, CARES ACT On December 22, 2017, the Tax Reform Act was enacted which institutes fundamental changes to the taxation of corporations. The Tax Reform Act 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. This Act also provides that U.S. NOLs incurred after 2017 can only be carried forward to offset future taxable income. On March 27, 2020, the CARES Act was enacted into law. The CARES Act includes several significant business tax provisions that, among other things, allows 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%. The Company also recorded an additional income tax payable of $3.5 million for 2019 as a result of the 2018 NOL being carried back instead of carried forward. As of December 31, 2021, the Company received all of the $27.3 million receivable for the 2018 U.S. NOL carryback. This $27.3 million was also subject to the IRS Joint Committee Review, which was completed in the third quarter of 2021 with no material adjustments being made. Unrecognized Tax Benefits The Internal Revenue Service completed its audit of our consolidated U.S. income tax returns for 2015-2018 and the large refunds (total of $47.6 million from capital loss and NOL carrybacks) received from the loss on the WD Services sale with no material adjustments being made. 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, 2021, 2020 and 2019, the Company recognized a benefit of approximately $0.2 million, an expense of $0.1 million and an expense of $0.1 million, respectively, in interest and penalties from continuing operations. The Company had approximately $0.1 million and $0.2 million, for the payment of penalties and interest of continuing operations accrued as of December 31, 2021 and 2020, respectively. A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands): December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of year $ 1,519 $ 1,403 $ 1,222 Increase related to prior year tax positions (1,027) — 133 Increase related to current year tax positions 148 116 128 Statute of limitations expiration (50) — (80) Unrecognized tax benefits, end of year $ 590 $ 1,519 $ 1,403 The entire ending balance in unrecognized tax benefits of $0.6 million as of December 31, 2021 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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal proceedings In the ordinary course of business, the Company may from time to time be or become involved in various lawsuits. Unless otherwise expressly stated, our management does not expect any ongoing lawsuits involving the Company to have a material impact on the business, liquidity, financial condition, or results of operations of the Company. On August 6, 2020, LogistiCare Solutions, LLC, the Company’s subsidiary now known as ModivCare Solutions, LLC (“ModivCare Solutions”), was served with a putative class action lawsuit filed against it by Mohamed Farah, the owner of transportation provider Dalmar Transportation, in the Western District of Missouri, seeking to represent all non-employee transportation providers contracted with ModivCare Solutions. The lawsuit alleges claims under the Fair Labor Standards Act of 1938, as amended (the “FLSA”), and the Missouri Minimum Wage Act, and asserts that all transportation providers to ModivCare Solutions in the putative class should be considered ModivCare Solutions’ employees rather than independent contractors. On June 6, 2021, the Court conditionally certified as the putative class all current and former In Network Transportation Providers who, individually or through their companies, were issued 1099 payments from ModivCare Solutions for providing non-emergency medical transportation services for ModivCare Solutions for the previous three years. Notice of the proposed collective class was issued on October 5, 2021, and potential members of the class had until January 3, 2022 to opt-in. Plaintiff’s deadline to move for class certification is April 4, 2022, and ModivCare Solutions’ opposition to class certification is due May 19, 2022. ModivCare Solutions believes it will be able to successfully oppose class certification of this action after discovery and in any event intends to defend itself vigorously with respect to this matter, believes that it is and has been in compliance in all material respects with the laws and regulations regarding the characterization of the transportation providers as independent contractors, and does not believe that the ultimate outcome of this matter will have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations. 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. (collectively, the “Mobile Care Entities”) and ModivCare Solutions by Brandee White, Laura Cunningham, and Jeffery Wisier (the “Relators”) alleging that the Mobile Care Entities and indirectly ModivCare Solutions violated 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 ModivCare Solutions. The federal government has declined to intervene against ModivCare Solutions. ModivCare Solutions filed a motion to dismiss the Complaint on April 22, 2019, but such motion was denied on October 26, 2021. ModivCare Solutions filed an interlocutory appeal of this ruling, which is currently pending before the Sixth Circuit Court of Appeals. ModivCare Solutions believes that the case will not have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations. In 2017, one of our Personal Care segment subsidiaries, All Metro Home Care Services of New York, Inc. d/b/a All Metro Health Care (“All Metro”), received a class action lawsuit in state court claiming that, among other things, it failed to properly 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 per day 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, All Metro may be liable for back wages and litigated damages going back to November 2011. All Metro filed its motion to oppose class certification of this matter and intends to defend itself vigorously with respect to this matter, believes that it is and has been in compliance in all material respects with the laws and regulations covering pay for live-in caregivers, and does not believe in any event that the ultimate outcome of this matter will have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations. Deferred Compensation Plan The Company has one deferred compensation plan for management and highly compensated employees of NEMT Services as of December 31, 2021. 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 $2.7 million and $2.6 million at December 31, 2021 and 2020, respectively. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties Cash Settled Awards On an annual basis, the Company grants stock equivalent unit awards (“SEUs”) to Coliseum Capital Management, LLC (“Coliseum”) as compensation for the board of directors’ service of Christopher Shackelton, Chairman of the Board, for his service on the Board in lieu of the restricted share awards that are given to our other non-employee directors. These SEUs typically have a one-year vesting schedule and are paid out in cash upon vesting based upon the closing price of the Company’s common stock on the date of vesting. During the years ended December 31, 2021, 2020 and 2019, respectively, the Company granted 725, 1,952 and 1,857 SEUs under this program. The fair value of the SEUs is based on the closing stock price on the last day of the period and the completed requisite service period. The Company recorded an expense of $0.3 million and $0.3 million for SEUs during the years ended December 31, 2021 and 2020, respectively. The Company had an immaterial expense for SEUs for the year ended December 31, 2019. The unrecognized compensation cost for SEUs is expected to be recognized over a weighted average period of 0.1 years; however, the total expense for SEUs will continue to be adjusted until the awards are settled. The liability for unvested SEU awards of $0.2 million and $0.4 million at December 31, 2021 and 2020, respectively, is reflected in “Accrued expenses and other current liabilities” in the consolidated balance sheets. At December 31, 2021, the Company had 1,344 SEUs outstanding. In addition, on September 11, 2014, the Company granted 200,000 stock option equivalent units (“SOEUs”) to Coliseum at an exercise price of $43.81 per share that were fully vested. The SOEUs were accounted for as liability awards, with the recorded expense adjustment attributable to the Company’s change in stock price from the previous reporting period. On August 12, 2021, Coliseum exercised all of the SOEUs at a stock price of $182.73 per share for a total cash settlement of $27.8 million. The Company recorded an expense of $8.8 million and $15.8 million for SOEUs during the years ended December 31, 2021 and 2020, respectively, and a benefit of $0.4 million for the year ended December 31, 2019. These impacts are included in “General and administrative expense” in the consolidated statements of operations. At December 31, 2021, there were no SOEU's outstanding. The liability for unexercised SOEUs of $19.0 million was included in “Accrued expenses and other current liabilities” in the consolidated balance sheets as of December 31, 2020, there was no remaining liability as of December 31, 2021. The cash settled share-based compensation expense in total excluded a tax benefit of $2.6 million and $4.5 million for the years ended December 31, 2021 and 2020, respectively, and a tax expense of $0.1 million for the year ended December 31, 2019. As discussed in Note 14, Convertible Preferred Stock, Net , 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 the day prior to 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. There were no convertible preferred stock dividends earned by Coliseum Stockholders during the year ended December, 31, 2021. Convertible preferred stock dividends earned by the Coliseum Stockholders during the year ended December 31, 2020 totaled $2.0 million, including accrued dividends paid pursuant to the Conversion Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 3, 2022, the Company entered into a five-year senior secured revolving credit facility in the amount of up to $325.0 million with JPMorgan Chase Bank, N.A. as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. A portion of the revolving credit facility in the amount of $60.0 million will be available for issuance as letters of credit. Additional information concerning the New Credit Agreement and related New Credit Facility is included in the Company’s current report on Form 8-K filed by the Company with the SEC on February 4, 2022, which information is incorporated herein by reference thereto, as well under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – New Credit Facility |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
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 $62.6 million ($59.1 million of refunds and $3.5 million of avoided payments) have been realized as of December 31, 2021. The remaining cash tax benefit of $1.2 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, 2021. The Company continues to recognize certain immaterial expenses related to the wind down of this segment. The loss of $0.3 million and $0.8 million for the year ended December 31, 2021 and 2020, respectively, was primarily related to costs incurred for personnel, facilities and miscellaneous administrative expenses in our continuing efforts to wind down the WD Services Saudi Arabian entity. Human Services Segment |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021: Allowance for doubtful accounts $ 2,403 1,740 $ — $ (1,847) (1) $ 2,296 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 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, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows accounting standards established 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 the 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. Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation. Impact of the COVID-19 Pandemic Since March 2020, the COVID-19 pandemic and the measures enacted by state and government officials to contain COVID-19 or slow its spread have had an ongoing adverse impact on the Company’s business, as well as its patients, communities, and employees. With ongoing uncertainties around the duration and magnitude of the pandemic, especially when considering current mutations of COVID-19, including the Delta and Omicron variants, which may increase reported rates of COVID-19 cases and may give rise to future mutations that are more resistant to the two Federal Drug Administration ("FDA") approved vaccines, the ultimate impact to the business remains uncertain. Accordingly, the COVID-19 pandemic could continue to have an adverse impact on the Company's financial statements with potential for (i) labor shortages or other disruptions that impact our ability to provide services, and (ii) decreased member comfort leaving the house to obtain transportation for non-emergency medical purposes; among other things. Despite ongoing uncertainties, the Company’s priorities throughout the COVID-19 pandemic remain intact with emphasis on protecting the health and safety of its employees, maximizing the availability of its services and products to support the SDoH, and supporting the operational and financial stability of its business. Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the CARES Act. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund ("Provider Relief Fund" or "PRF"). |
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; and loss reserves for reinsurance and self-funded insurance programs. |
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 due to credit risk. In order to establish the amount of the allowance related to the credit risk of accounts receivable, the Company considers information related to receivables that are past due, past loss experience, current and forecasted economic conditions, and other relevant factors. 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 October 1. 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 2 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 Under ASC 606, the Company recognizes revenue as it transfers 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. The Company holds different contract types under its different segments of business. In the NEMT segment, there are both capitated contracts, under which payors pay a fixed amount monthly per eligible member, and fee-for-service ("FFS"), under which the Company bills and collects a specified amount for each service that is provided. Personal Care contracts are also FFS, and service revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. See further information in Note 5, Revenue Recognition . Grant Income The Company received distributions from the CARES Act PRF of approximately $5.4 million during the year ended December 31, 2021, targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments are required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. The Company recognizes grant payments as grant income when there is reasonable assurance that it has complied with the conditions associated with the grant. Grant income recognized by the Company is presented in grant income in the accompanying condensed consolidated statements of operations. HHS guidance related to PRF grant funds is still evolving and subject to change. The Company is continuing to monitor the reporting requirements as they evolve. CARES Act Payroll Deferral The CARES Act also provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet. |
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. |
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 19, 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 19, Income Taxes |
Loss Reserves for Certain Reinsurance Programs | Loss Reserves for Certain Reinsurance Programs The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under certain reinsurance programs. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to these reinsurance policies, including the estimated losses in excess of insured limits, which would be reimbursed to the Company to the extent such losses were incurred. As of December 31, 2021 and 2020, the Company had reserves of $8.3 million and $6.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies. The gross reserve as of December 31, 2021 and 2020 of $22.3 million and $15.1 million, respectively, is classified as other long-term liabilities in the consolidated balance sheets. The estimated amount to be reimbursed to the Company as of December 31, 2021 and 2020 was $14.0 million and $8.8 million, respectively, and is classified as other long-term assets in the consolidated balance sheets. The increase in these amounts from 2020 to 2021 is largely attributable to the coverage of the Simplura business under our insurance programs. 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. Self-Funded Insurance Programs |
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. Discontinued operations currently consists of minimal activity related to our former WD services segment, disposed of in 2018, as well as our Human Services segment, disposed of in 2015. See Note 22, Discontinued Operations, for a summary of discontinued operations related to prior years. |
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 17, Earnings Per Share . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the year ended December 31, 2021: 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 ("ASC 740"), and also clarifies and amends existing guidance to reduce complexity in accounting for income taxes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. There was no material impact to the financial statements from the adoption of this ASU. 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. There was no material impact to the financial statements from the adoption of this ASU. 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. There was no material impact to the financial statements from the adoption of this ASU. 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 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, however as this ASU permits early adoption, we have adopted it for the fiscal year ended Decembers 31, 2021. 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 October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. ASU 2021-08 is effective for public business entities for fiscal years beginning on or after November 1, 2023, including interim periods therein. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The following table summarizes information from 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) 65,297 Prepaid expenses and other (2) 10,975 Property and equipment (3) 1,640 Intangible assets (4) 264,770 Operating right of use asset (5) 10,285 Goodwill (6) 320,383 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 less 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. Through this valuation, it was determined that $4.6 million of the initial accounts receivable was uncollectible, and therefore, the initial balance of $69.9 million was decreased to $65.3 million. (2) Given the short-term nature of the balance of prepaid expenses, the 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 3 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. The useful life of the trademarks and trade names intangible was decreased from 10 years to 3 years as of December 31, 2021 due to strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders, as discussed below. This is a prospective change to amortization expense. (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 as of September 30, 2021, and the related balances have been updated to $10.3 million. (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, in the third quarter of 2021 other assets acquired were adjusted down by $3.9 million and in the fourth quarter of 2021, accounts receivable was adjusted down by $4.6 million due to certain receivables deemed uncollectible which caused a corresponding increase to goodwill of $3.3 million, net of tax impacts. These changes increased the goodwill related to this transaction to $320.4 million. 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 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 19, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. 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 $ 11,424 Accounts receivable (1) 14,708 Prepaid expenses and other (2) 2,625 Property and equipment (3) 2,527 Inventories (4) 231 Operating right of use asset (5) 1,939 Intangibles (6) 100,750 Goodwill (7) 232,161 Other assets (8) 226 Accounts payable (9) (2,487) Accrued expenses and other accrued liabilities (9) (14,344) Operating lease liability (5) (1,939) Deferred tax liabilities (10) (2,618) Other liabilities (9) (378) Total of assets acquired less liabilities assumed $ 344,825 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, the carrying value represents the fair value. (3) The acquired property and equipment consists primarily of capitalized software, computer equipment, and automobiles. (4) Inventories are stated at fair value as of the acquisition date. (5) The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $1.9 million based on market rates available to the Company during our preliminary purchase price allocation. (6) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 7 years $ 97,200 Trade name Amortizable 3 years 1,950 Non-compete agreement Amortizable 5 years 1,600 $ 100,750 The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and non-compete agreements utilizing the with/without method. (7) The acquisition preliminarily resulted in $232.2 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 home care solutions. 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. (8) Included in other assets are security deposits with a value of $0.2 million. (9) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. (10) 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 19, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. 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) 6,800 Inventory (2) 1,684 Prepaid expenses and other (3) 805 Property and equipment (4) 14,908 Intangible assets (5) 75,590 Goodwill (6) 236,738 Accounts payable and accrued liabilities (7) (1,884) Accrued expense (7) (2,487) Deferred revenue (7) (67) Deferred tax liabilities (8) (17,491) Total of assets acquired less liabilities assumed $ 317,518 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, the carrying value represents the fair value. (4) The acquired property and equipment consists primarily of personal emergency response system devices, computer equipment, buildings, and equipment. Management notes the carrying value of buildings, land, leasehold improvements, and building improvements represent the fair value. The Company valued remaining property, plant, and equipment utilizing the cost approach. (5) The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Type Useful Life Value Payor network Amortizable 7 years $ 72,150 Trade name Amortizable 3 years 890 Developed technology Amortizable 3 years 2,550 $ 75,590 The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and developed technology utilizing the cost approach. (6) The acquisition preliminarily resulted in $236.7 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. 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. (7) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. (8) 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 19, Income Taxes , for additional discussion of the Company’s combined income tax position subsequent to the acquisition. |
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 3 years 43,000 Licenses Not Amortizable Indefinite 770 $ 264,770 Type Useful Life Value Payor network Amortizable 7 years $ 97,200 Trade name Amortizable 3 years 1,950 Non-compete agreement Amortizable 5 years 1,600 $ 100,750 Type Useful Life Value Payor network Amortizable 7 years $ 72,150 Trade name Amortizable 3 years 890 Developed technology Amortizable 3 years 2,550 $ 75,590 The fair value allocation of the net consideration is as follows (in thousands, except useful lives): Type Useful Life Value Payor network Amortizable 6 years $ 75,514 Trade names and trademarks Amortizable 3 years 2,151 $ 77,665 Type Useful Life Value Transportation management software Amortizable 10 years $ 12,328 Assembled workforce Amortizable 10 years 135 $ 12,463 |
Pro Forma Information | Year Ended December 31, 2021 2020 2019 Pro forma: Revenue $ 2,181,943 $ 1,989,519 $ 1,977,156 Income (loss) from continuing operations, net (23,280) (21,255) (16,946) Diluted earnings (loss) per share $ (1.66) $ (1.57) $ (1.65) |
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 consideration paid for the acquisition is as follows (in thousands): Value Consideration paid $ 12,000 Transaction costs 463 Net consideration $ 12,463 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 NEMT Personal Care RPM Matrix Total Service revenue, net $ 1,483,696 $ 495,579 $ 17,617 $ — $ 1,996,892 Grant income — 5,441 — — 5,441 Service expense 1,186,185 392,508 5,605 — 1,584,298 General and administrative expense 195,332 70,163 5,771 — 271,266 Depreciation and amortization 29,058 23,759 4,181 — 56,998 Operating income $ 73,121 $ 14,590 $ 2,060 $ — $ 89,771 Equity in net loss of investee $ — $ — $ — $ 53,092 $ 53,092 Equity investment $ — $ — $ — $ 83,069 $ 83,069 Goodwill $ 135,216 $ 552,833 $ 236,738 $ — $ 924,787 Total assets $ 583,429 $ 1,020,014 $ 340,913 $ 83,069 $ 2,027,425 Year Ended December 31, 2020 NEMT Personal Care Matrix Investment 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 of investee $ — $ — $ (8,860) $ (8,860) Equity investment $ — $ — $ 137,466 $ 137,466 Goodwill $ 135,216 $ 309,711 $ — $ 444,927 Total assets $ 594,952 $ 693,495 $ 137,466 $ 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020, and 2019 by contract type (in thousands): Year Ended December 31, 2021 2020 2019 NEMT capitated contracts $ 1,257,390 $ 1,132,929 $ 1,277,241 NEMT FFS contracts 226,306 181,776 232,703 Total NEMT segment revenue 1,483,696 1,314,705 1,509,944 Personal Care FFS contracts 495,579 53,970 — RPM service contracts 17,617 — — Total service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 State Medicaid contracts $ 835,113 $ 668,430 $ 737,251 Managed Medicaid contracts 953,174 592,252 581,999 Managed Medicare contracts 172,014 104,700 150,736 Private pay and other contracts 36,591 3,293 39,958 Total service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Accounts receivable $ 210,937 $ 164,622 Reconciliation contracts receivable (1) 24,480 35,724 Allowance for doubtful accounts (2,296) (2,403) Accounts receivable, net $ 233,121 $ 197,943 |
Contract with Customer, Asset and Liability | The following table provides information about other revenue related accounts included on the accompanying condensed consolidated balance sheets (in thousands): December 31, 2021 December 31, 2020 Accrued contract payables (1) $ 281,586 $ 101,705 Long-term contract payables (2) $ — $ 72,183 Deferred revenue, current $ 4,228 $ 2,923 (1) Accrued contract payables primarily represent overpayments and liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19. (2) Long-term contract payables primarily represent liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19 that may be repaid in greater than 12 months. The following table provides a summary rollforward of total contract payables and receivables as reported within the condensed consolidated balance sheets (in thousands): December 31, 2020 Additional Amounts Recorded Amounts Paid or Settled December 31, 2021 Reconciliation contract payables $ 33,330 $ 16,943 $ (28,238) $ 22,035 Profit rebate/corridor contract payables 123,239 149,880 (26,695) 246,424 Overpayments and other cash items 17,319 14,891 (19,083) 13,127 Total contract payables $ 173,888 $ 181,714 $ (74,016) $ 281,586 Reconciliation contract receivables $ 35,580 $ 17,669 $ (28,846) $ 24,403 Corridor contract receivables 144 (67) — 77 Total contract receivables $ 35,724 $ 17,602 $ (28,846) $ 24,480 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Cash and cash equivalents $ 133,139 $ 183,281 Restricted cash, current 283 75 Cash, cash equivalents and restricted cash $ 133,422 $ 183,356 |
Equity Investment (Tables)
Equity Investment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Current assets $ 124,081 $ 143,110 Long-term assets $ 482,063 $ 619,642 Current liabilities $ 57,048 $ 81,920 Long-term liabilities $ 340,448 $ 351,036 Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Revenue $ 398,260 $ 414,622 $ 275,391 Operating income (loss) $ 1,316 $ 39,412 $ (61,000) Net income (loss) $ (122,898) $ 15,137 $ (69,353) |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Prepaid income taxes $ 13,848 $ 14,633 Prepaid insurance 9,487 7,577 Deferred financing costs on credit facility 1,480 — Inventory 1,458 — Prepaid rent 265 1,196 Other prepaid expenses 12,013 9,237 Total prepaid expenses and other current assets $ 38,551 $ 32,643 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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) 2021 2020 Software 3 — 10 $ 35,323 $ 31,830 Computer and telecommunications equipment 3 — 5 31,417 28,446 Monitoring equipment 3 12,950 — Leasehold improvements Shorter of 7 years or lease term 7,524 8,419 Construction and development in progress N/A 6,598 4,721 Furniture and fixtures 5 — 10 3,906 2,330 Automobiles 5 3,998 4,846 Buildings 30 — 40 1,886 — Land N/A 292 — Total property and equipment 103,894 80,592 Less accumulated depreciation (50,345) (53,048) Total property and equipment, net $ 53,549 $ 27,544 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill are presented in the following table (in thousands): ModivCare Balances at December 31, 2020 Goodwill $ 540,927 Accumulated impairment losses (96,000) 444,927 Simplura Adjustment 10,961 Acquisition of Care Finders 232,161 Acquisition of VRI 236,738 Balances at December 31, 2021 Goodwill 1,020,787 Accumulated impairment losses (96,000) $ 924,787 |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of acquired payor networks, trademarks and trade names, developed technology, non-compete agreements, licenses, and an assembled workforce. Intangible assets consisted of the following (in thousands, except estimated useful lives): December 31, 2021 2020 Estimated Useful Life (Yrs) Gross Carrying Amount Accumulated Gross Carrying Amount Accumulated Amortization Payor networks 3 - 15 $ 511,064 $ (85,548) $ 341,714 $ (48,952) Trademarks and trade names 3 48,191 (6,290) 45,351 (986) Developed technology 3 - 10 28,978 (8,605) 14,100 (6,345) Non-compete agreement 2 - 5 1,610 (83) — — New York LHCSA Permit Indefinite 770 — 770 — Assembled workforce 10 135 (9) — — Total $ 590,748 $ (100,535) $ 401,935 $ (56,283) |
Future Amortization Expense | The total amortization expense is estimated to be as follows for the next five years as of December 31, 2021 (in thousands): Year Amount 2022 $ 63,503 2023 60,345 2024 59,656 2025 58,308 2026 49,838 Total $ 291,650 Impairment |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation and related liabilities (1) $ 54,564 $ 50,113 Accrued operating expenses 14,457 8,018 Accrued interest 12,826 4,927 Insurance reserves 10,152 4,727 Deferred acquisition payments 3,578 3,978 Accrued legal fees 5,081 3,228 Accrued cash settled stock-based compensation 183 19,376 Union pension obligation 6,629 6,632 Other 12,093 15,621 Total accrued expenses and other current liabilities $ 119,563 $ 116,620 (1) Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act (discussed in Note 19, Income Taxes ). The CARES Act provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Instrument Redemption | On or after November 15, 2022, the Company may redeem all or a part of the Senior Notes due 2025 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 may also redeem the Senior Notes due 2029, in whole or in part, at any time prior to October 1, 2024, 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 Senior Notes due 2029 prior to October 1, 2024, at a redemption price of 105.000% 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. On or after October 1, 2024, the Company may redeem all or a part of the Senior Notes due 2029 upon not less than ten 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 October 1 of the years indicated below: Year Percentage 2024 102.500% 2025 101.250% 2026 and thereafter 100.000% |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands, except share count): Dollar Value Share Count 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 and 2021 $ — — |
Stock-Based Compensation and _2
Stock-Based Compensation and Similar Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021: 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 1,230,202 270,239 73,879 |
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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Service expense $ — $ 222 $ 572 General and administrative expense 5,904 3,708 4,842 Total stock-based compensation $ 5,904 $ 3,930 $ 5,414 |
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, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 Expected dividend yield 0.0% 0.0% 0.0% Expected stock price volatility 36.6% - 41.6% 28.3% - 38.1% 27.5% - 33.0% Risk-free interest rate 0.3% - 0.9% 0.2% - 1.4% 1.6% - 2.5% Expected life of options (years) 3.5 - 4.4 3.5 - 4.4 1.8 - 5.3 |
Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2021: Year ended December 31, 2021 Number of Shares Under Option Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Balance at beginning of period, January 1 297,379 $ 64.32 Granted 70,558 170.26 Exercised (51,798) 62.31 Forfeited/Canceled (45,409) 86.71 Expired (491) 3.88 Outstanding at end of period, December 31 270,239 $ 88.72 4.56 $ 17,577 Vested or expected to vest at end of period, December 31 270,239 $ 88.72 4.56 $ 17,577 Exercisable at end of period, December 31 82,981 $ 64.09 4.72 $ 6,991 |
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, 2021, 2020 and 2019 were as follows (in thousands, except for share price): Year ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share $ 170.26 $ 71.56 $ 16.30 Options exercised: Total intrinsic value $ 4,454 $ 26,228 $ 3,204 Cash received $ 3,227 $ 25,413 $ 11,142 |
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, 2021: Shares Weighted-average Non-vested at beginning of period, January 1 92,802 $ 64.83 Granted 38,562 $ 170.13 Vested (41,365) $ 63.89 Forfeited or cancelled (16,120) $ 85.19 Non-vested at end of period, December 31 73,879 $ 112.61 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Numerator: Net income (loss) attributable to ModivCare $ (6,585) $ 88,836 $ 966 Dividends on convertible preferred stock outstanding — (1,171) (4,403) 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) — Net income (loss) available to common stockholders $ (6,585) $ 32,471 $ (3,437) Continuing operations $ (6,289) $ 33,249 $ (9,356) Discontinued operations (296) (778) 5,919 Net income (loss) available to common stockholders $ (6,585) $ 32,471 $ (3,437) Denominator: Denominator for basic earnings per share -- weighted-average shares 14,054,060 13,567,323 12,958,713 Effect of dilutive securities: Common stock options — 71,651 — Restricted stock units — 44,334 — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,054,060 13,683,308 12,958,713 Basic earnings (loss) per share: Continuing operations $ (0.45) $ 2.45 $ (0.72) Discontinued operations (0.02) (0.06) 0.46 Basic earnings (loss) per share $ (0.47) $ 2.39 $ (0.26) Diluted earnings (loss) per share: Continuing operations $ (0.45) $ 2.43 $ (0.72) Discontinued operations (0.02) (0.06) 0.46 Diluted earnings (loss) per share $ (0.47) $ 2.37 $ (0.26) |
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, 2021 2020 2019 Stock options to purchase common stock 56,291 43,061 583,469 Convertible preferred stock — — 800,460 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Classifications | A summary of all lease classifications in our consolidated balance sheets is as follows (in thousands): Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease ROU assets $ 43,750 $ 30,928 Finance lease assets Property and equipment, net — 367 Total leased assets $ 43,750 $ 31,295 Liabilities Current: Operating Current portion of operating lease liabilities $ 9,873 $ 8,277 Finance Current portion of long-term obligations — 45 Long-term: Operating Operating lease liabilities, less current portion 34,524 23,437 Finance Finance lease liabilities, less current portion — — Total lease liabilities $ 44,397 $ 31,759 |
Future Minimum Lease Payments | As of December 31, 2021 , maturities of lease liabilities are as follows (in thousands): Operating Leases 2022 $ 11,256 2023 9,777 2024 7,137 2025 4,937 2026 3,742 Thereafter 16,527 Total lease payments $ 53,376 Less: interest and accretion (8,979) Present value of minimum lease payments $ 44,397 Less: current portion (9,873) Long-term portion $ 34,524 As of December 31, 2020, maturities of lease liabilities were 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 |
Finance Lease, Liability, Fiscal Year Maturity | As of December 31, 2021 , maturities of lease liabilities are as follows (in thousands): Operating Leases 2022 $ 11,256 2023 9,777 2024 7,137 2025 4,937 2026 3,742 Thereafter 16,527 Total lease payments $ 53,376 Less: interest and accretion (8,979) Present value of minimum lease payments $ 44,397 Less: current portion (9,873) Long-term portion $ 34,524 As of December 31, 2020, maturities of lease liabilities were 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 |
Lease cost | Lease terms and discount rates are as follows: December 31, 2021 December 31, 2020 Weighted-average remaining lease term (years): Operating lease costs 6.61 4.89 Finance lease cost N/A 0.80 Weighted-average discount rate: Operating lease costs 5.25 % 5.25 % Finance lease cost N/A 3.28 % (in thousands) : Year Ended December 31, 2021 Year Ended December 31, 2020 Financing cash flows from finance leases $ — $ (336) Operating cash flows from operating leases $ (5,701) $ (10,771) Amortization of operating lease ROU assets $ 11,330 $ 9,238 ROU assets obtained through operating lease liabilities $ 24,152 $ 19,992 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Federal income tax (benefit) expense: Current $ 6,721 $ 2,248 $ (560) Deferred (820) 8,183 4,938 Total federal income tax (benefit) expense 5,901 10,431 4,378 State income tax expense (benefit): Current 5,081 10,032 2,513 Deferred (2,253) 1,893 (30) Total state income tax expense 2,828 11,925 2,483 Total provision for income taxes $ 8,729 $ 22,356 $ 6,861 |
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, 2021 2020 2019 Federal statutory rates 21.0 % 21.0 % 21.0 % Federal income tax at statutory rates $ 8,545 $ 22,167 $ 5,073 Change in valuation allowance 385 (505) 10 Change in uncertain tax positions (929) 116 181 State income taxes, net of federal benefit 1,743 10,519 1,921 Non-taxable income (74) (124) (93) Compensation expense 1,204 1,036 606 Stock-based compensation (1,004) (650) (101) Meals and entertainment 30 51 81 Transaction costs 89 1,289 — Tax credits (1,095) (650) (858) CARES Act Benefit — (10,984) — Other (165) 91 41 Provision for income taxes $ 8,729 $ 22,356 $ 6,861 Effective income tax rate 21.5 % 21.2 % 28.4 % |
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, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 3,570 $ 840 Capital loss carryforward 946 957 Tax credit carryforwards 516 389 Interest expense carryforward 5,100 1,570 Accounts receivable allowance 4,456 1,923 Accrued items and reserves 10,730 14,511 Stock-based compensation 812 852 Deferred rent 1,029 382 Deferred revenue 595 183 Project costs 952 — Other — 591 Total deferred tax assets 28,706 22,198 Deferred tax liabilities: Prepaids 3,181 2,336 Property and equipment depreciation 11,174 4,600 Goodwill and intangibles amortization 82,290 66,781 Equity investment 23,209 38,400 Other 99 — Total deferred tax liabilities 119,953 112,117 Deferred tax liabilities, net of deferred tax assets (91,247) (89,919) Less valuation allowance (3,364) (2,276) Net deferred tax liabilities $ (94,611) $ (92,195) |
Summary of Operating Loss Carryforwards | At December 31, 2021, the Company had $2.2 million federal net operating loss (“NOL”) carryforwards, and approximately $46.4 million of state NOL carryforwards which expire as follows (in thousands): 2026 $ 490 2027 and thereafter 45,934 Total state net operating loss carryforwards $ 46,424 |
Unrecognized Tax Benefits Rollforward | A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands): December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of year $ 1,519 $ 1,403 $ 1,222 Increase related to prior year tax positions (1,027) — 133 Increase related to current year tax positions 148 116 128 Statute of limitations expiration (50) — (80) Unrecognized tax benefits, end of year $ 590 $ 1,519 $ 1,403 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | Dec. 31, 2021 |
Matrix | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 43.60% |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Provision for doubtful accounts | $ (2,296) | $ (3,530) | $ 4,078 |
Estimated Useful Life (Yrs) | 10 years 8 months 12 days | ||
Accrued transportation costs | $ 103,294 | 79,674 | |
Deferred financing costs on credit facility | 1,400 | 1,500 | |
Distribution received, CARES act | 5,400 | ||
Accrued cash benefit, due from deferral of payroll taxes | 12,300 | 20,800 | |
Gross reinsurance liability reserve | 22,300 | 15,100 | |
Reimbursable reinsurance reserve | 14,000 | 8,800 | |
Self insurance maximum exposure per claim employee medical | 300 | ||
Self insurance maximum exposure per claim employee medical, stop-loss limit | 400 | ||
Self insurance reserve | 1,900 | 2,000 | |
Accrued Liabilities | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accrued cash benefit, due from deferral of payroll taxes | 10,400 | ||
Other Noncurrent Liabilities | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accrued cash benefit, due from deferral of payroll taxes | 10,400 | ||
Senior Notes | Unsecured Notes Due 2025 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term debt, gross | 500,000 | ||
Deferred financing costs, noncurrent, net | 11,600 | 14,000 | |
Senior Notes | Unsecured Notes Due 2029 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term debt, gross | 500,000 | ||
Deferred financing costs, noncurrent, net | 13,100 | ||
Social Services Providers Captive Insurance Company | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Gross reinsurance liability reserve | $ 8,300 | 6,300 | |
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimated Useful Life (Yrs) | 2 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 | $ 1,700 | $ 600 | $ 3,200 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Sep. 22, 2021 | Sep. 14, 2021 | May 06, 2021 | Nov. 18, 2020 | May 06, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 678,655 | $ 644,044 | $ 0 | |||||||||
Restricted cash received | 14,346 | 21,182 | 0 | |||||||||
Operating lease assets | $ 43,750 | 43,750 | 30,928 | |||||||||
Present value of minimum lease payments | 44,397 | 44,397 | 31,714 | |||||||||
Operating right of use asset | $ 10,300 | |||||||||||
Goodwill | 924,787 | 924,787 | 444,927 | |||||||||
Service revenue, net | 1,996,892 | 1,368,675 | 1,509,944 | |||||||||
Net income (loss) | (6,585) | 88,836 | 966 | |||||||||
Simplura Health Group | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 100.00% | |||||||||||
Purchase price | $ 548,600 | |||||||||||
Consideration transferred, net of cash from acquisition excluded | 569,800 | |||||||||||
Restricted cash received | 21,200 | |||||||||||
Acquired receivables, estimated uncollectible | 4,600 | 4,600 | 4,600 | |||||||||
Acquired receivable, fair value | 69,900 | 65,300 | 65,300 | |||||||||
Operating lease assets | 11,700 | |||||||||||
Present value of minimum lease payments | 11,700 | |||||||||||
Operating right of use asset | 10,285 | |||||||||||
Goodwill | $ 320,383 | |||||||||||
Business combination, provisional information, initial accounting incomplete, adjustment, cash | $ 3,500 | |||||||||||
Business combination, provisional information, initial accounting incomplete, adjustment, other assets, decrease | $ 3,900 | |||||||||||
Goodwill, period increase | $ 3,300 | |||||||||||
Pro forma interest expense | 23,500 | $ 28,000 | ||||||||||
Simplura Health Group | Trademarks and trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Useful Life | 3 years | 3 years | 10 years | |||||||||
Simplura Health Group | Pro Forma | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 309,700 | |||||||||||
CareFinders Total Care | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 100.00% | |||||||||||
Purchase price | $ 333,400 | |||||||||||
Consideration transferred, net of cash from acquisition excluded | 344,800 | |||||||||||
Restricted cash received | 11,400 | |||||||||||
Present value of minimum lease payments | 1,900 | |||||||||||
Operating right of use asset | 1,939 | |||||||||||
Goodwill | 232,161 | |||||||||||
Business combination, indemnification assets, amount as of acquisition date | 200 | |||||||||||
Service revenue, net | 56,500 | |||||||||||
Net income (loss) | $ (2,800) | |||||||||||
Pro forma interest expense | 3,700 | 4,800 | ||||||||||
CareFinders Total Care | Trademarks and trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Useful Life | 3 years | |||||||||||
CareFinders Total Care | Selling, General and Administrative Expenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Merger and acquisition related diligence costs | 4,700 | |||||||||||
CareFinders Total Care | Pro Forma | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 232,200 | |||||||||||
VRI Intermediate Holdings, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 100.00% | |||||||||||
Purchase price | $ 314,600 | |||||||||||
Consideration transferred, net of cash from acquisition excluded | 317,500 | |||||||||||
Restricted cash received | 2,900 | |||||||||||
Goodwill | 236,738 | |||||||||||
Service revenue, net | 17,600 | |||||||||||
Net income (loss) | $ 2,000 | |||||||||||
Pro forma interest expense | 3,200 | $ 4,900 | ||||||||||
VRI Intermediate Holdings, LLC | Trademarks and trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Useful Life | 3 years | |||||||||||
VRI Intermediate Holdings, LLC | Selling, General and Administrative Expenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Merger and acquisition related diligence costs | 6,600 | |||||||||||
VRI Intermediate Holdings, LLC | Pro Forma | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 236,700 | |||||||||||
National MedTrans | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 77,665 | |||||||||||
Restricted cash received | 3,109 | |||||||||||
Merger and acquisition related diligence costs | 774 | |||||||||||
Consideration paid | $ 80,000 | |||||||||||
Acquisition costs | $ 800 | 800 | ||||||||||
National MedTrans | Trademarks and trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Useful Life | 3 years | |||||||||||
WellRyde | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 12,463 | |||||||||||
Merger and acquisition related diligence costs | 463 | $ 500 | ||||||||||
Consideration paid | 12,000 | |||||||||||
Long-lived asset expenditures | $ 12,000 | |||||||||||
WellRyde | Trademarks and trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Useful Life | 10 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 22, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | Nov. 18, 2020 |
Business Acquisition [Line Items] | |||||
Operating right of use asset | $ 10,300 | ||||
Goodwill | $ 924,787 | $ 444,927 | |||
Simplura Health Group | |||||
Business Acquisition [Line Items] | |||||
Cash | 21,182 | ||||
Accounts receivable | 65,297 | ||||
Prepaid expenses and other | 10,975 | ||||
Property and equipment | 1,640 | ||||
Intangible assets | 264,770 | ||||
Operating right of use asset | 10,285 | ||||
Goodwill | 320,383 | ||||
Other assets | 628 | ||||
Accounts payable and accrued liabilities | (46,073) | ||||
Accrued expense | (2,564) | ||||
Deferred revenue | (2,871) | ||||
Deferred acquisition payments | (4,046) | ||||
Deferred acquisition notes payable | (1,050) | ||||
Operating lease liabilities | (10,285) | ||||
Deferred tax liabilities | (58,452) | ||||
Total of assets acquired and liabilities assumed | $ 569,819 | ||||
CareFinders Total Care | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 11,424 | ||||
Accounts receivable | 14,708 | ||||
Prepaid expenses and other | 2,625 | ||||
Property and equipment | 2,527 | ||||
Inventories | 231 | ||||
Intangible assets | 100,750 | ||||
Operating right of use asset | 1,939 | ||||
Goodwill | 232,161 | ||||
Other assets | 226 | ||||
Accounts payable and accrued liabilities | (2,487) | ||||
Accrued expense | (14,344) | ||||
Operating lease liabilities | (1,939) | ||||
Deferred tax liabilities | (2,618) | ||||
Other liabilities | (378) | ||||
Total of assets acquired and liabilities assumed | $ 344,825 | ||||
VRI Intermediate Holdings, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 2,922 | ||||
Accounts receivable | 6,800 | ||||
Prepaid expenses and other | 805 | ||||
Property and equipment | 14,908 | ||||
Inventories | 1,684 | ||||
Intangible assets | 75,590 | ||||
Goodwill | 236,738 | ||||
Accounts payable and accrued liabilities | (1,884) | ||||
Accrued expense | (2,487) | ||||
Deferred revenue | (67) | ||||
Deferred tax liabilities | (17,491) | ||||
Total of assets acquired and liabilities assumed | $ 317,518 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 22, 2021 | Sep. 14, 2021 | May 06, 2021 | Nov. 18, 2020 | May 06, 2020 | Dec. 31, 2021 | Sep. 30, 2021 |
Simplura Health Group | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 264,770 | ||||||
Simplura Health Group | Payor networks | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 15 years | ||||||
Finite-lived intangibles | $ 221,000 | ||||||
Simplura Health Group | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 3 years | 3 years | 10 years | ||||
Finite-lived intangibles | $ 43,000 | ||||||
Simplura Health Group | Licenses | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite-lived intangible assets | $ 770 | ||||||
CareFinders Total Care | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 100,750 | ||||||
CareFinders Total Care | Payor networks | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 7 years | ||||||
Finite-lived intangibles | $ 97,200 | ||||||
CareFinders Total Care | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 3 years | ||||||
Finite-lived intangibles | $ 1,950 | ||||||
CareFinders Total Care | Non-compete agreement | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 5 years | ||||||
Finite-lived intangibles | $ 1,600 | ||||||
VRI Intermediate Holdings, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 75,590 | ||||||
VRI Intermediate Holdings, LLC | Payor networks | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 7 years | ||||||
Finite-lived intangibles | $ 72,150 | ||||||
VRI Intermediate Holdings, LLC | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 3 years | ||||||
Finite-lived intangibles | $ 890 | ||||||
VRI Intermediate Holdings, LLC | Software | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 3 years | ||||||
Finite-lived intangibles | $ 2,550 | ||||||
National MedTrans | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangibles | $ 77,665 | ||||||
National MedTrans | Payor networks | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 6 years | ||||||
Finite-lived intangibles | $ 75,514 | ||||||
National MedTrans | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 3 years | ||||||
Finite-lived intangibles | $ 2,151 | ||||||
WellRyde | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangibles | $ 12,463 | ||||||
WellRyde | Payor networks | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 10 years | ||||||
Finite-lived intangibles | $ 12,328 | ||||||
WellRyde | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Useful Life | 10 years | ||||||
Finite-lived intangibles | $ 135 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Business Acquisitions - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pro forma: | |||
Revenue | $ 2,181,943 | $ 1,989,519 | $ 1,977,156 |
Income (loss) from continuing operations, net | $ (23,280) | $ (21,255) | $ (16,946) |
Diluted earnings (loss) per share (in USD per share) | $ (1.66) | $ (1.57) | $ (1.65) |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase (Details) - USD ($) $ in Thousands | May 06, 2021 | May 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash acquired | $ (14,346) | $ (21,182) | $ 0 | ||
Purchase price | 678,655 | $ 644,044 | $ 0 | ||
National MedTrans | |||||
Business Acquisition [Line Items] | |||||
Consideration paid | $ 80,000 | ||||
Transaction costs | 774 | ||||
Cash acquired | (3,109) | ||||
Purchase price | $ 77,665 | ||||
WellRyde | |||||
Business Acquisition [Line Items] | |||||
Consideration paid | $ 12,000 | ||||
Transaction costs | 463 | $ 500 | |||
Purchase price | $ 12,463 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
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, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Service revenue, net | $ 1,996,892 | $ 1,368,675 | $ 1,509,944 | |
Grant income (Note 2) | $ 5,441 | 5,441 | 0 | 0 |
Service expense | 1,584,298 | 1,078,795 | 1,401,152 | |
General and administrative expense | 271,266 | 140,539 | 67,244 | |
Depreciation and amortization | 56,998 | 26,183 | 16,816 | |
Operating income | 89,771 | 123,158 | 24,732 | |
Equity in net loss of investee | (38,250) | 6,411 | (22,251) | |
Equity investment | 137,466 | |||
Goodwill | 924,787 | 924,787 | 444,927 | |
Total assets | 2,027,425 | 2,027,425 | 1,425,913 | |
NEMT | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 1,483,696 | 1,314,705 | 1,509,944 | |
Grant income (Note 2) | 0 | |||
Goodwill | 924,787 | 924,787 | 444,927 | |
Personal Care | ||||
Segment Reporting Information [Line Items] | ||||
Grant income (Note 2) | 5,441 | |||
RPM | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 17,617 | |||
Grant income (Note 2) | 0 | |||
Service expense | 5,605 | |||
General and administrative expense | 5,771 | |||
Depreciation and amortization | 4,181 | |||
Operating income | 2,060 | |||
Equity in net loss of investee | 0 | |||
Equity investment | 0 | 0 | ||
Goodwill | 236,738 | 236,738 | ||
Total assets | 340,913 | 340,913 | ||
Matrix Investment | ||||
Segment Reporting Information [Line Items] | ||||
Grant income (Note 2) | 0 | |||
Equity in net loss of investee | 53,092 | |||
Equity investment | 83,069 | 83,069 | ||
Goodwill | 0 | 0 | ||
Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 1,996,892 | 1,368,675 | 1,509,944 | |
Service expense | 1,584,298 | 1,078,795 | 1,401,152 | |
General and administrative expense | 271,266 | 140,539 | 67,244 | |
Depreciation and amortization | 56,998 | 26,183 | 16,816 | |
Operating income | 89,771 | 123,158 | 24,732 | |
Equity in net loss of investee | (53,092) | 8,860 | (29,685) | |
Equity investment | 83,069 | 83,069 | 137,466 | 130,869 |
Goodwill | 924,787 | 924,787 | 444,927 | 135,216 |
Total assets | 2,027,425 | 2,027,425 | 1,425,913 | 597,226 |
Continuing Operations | NEMT | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 1,483,696 | 1,314,705 | 1,509,944 | |
Service expense | 1,186,185 | 1,036,288 | 1,401,152 | |
General and administrative expense | 195,332 | 133,212 | 67,244 | |
Depreciation and amortization | 29,058 | 24,516 | 16,816 | |
Operating income | 73,121 | 120,689 | 24,732 | |
Equity in net loss of investee | 0 | 0 | 0 | |
Equity investment | 0 | 0 | 0 | 0 |
Goodwill | 135,216 | 135,216 | 135,216 | 135,216 |
Total assets | 583,429 | 583,429 | 594,952 | 466,357 |
Continuing Operations | Personal Care | ||||
Segment Reporting Information [Line Items] | ||||
Service revenue, net | 495,579 | 53,970 | ||
Service expense | 392,508 | 42,507 | ||
General and administrative expense | 70,163 | 7,327 | ||
Depreciation and amortization | 23,759 | 1,667 | ||
Operating income | 14,590 | 2,469 | ||
Equity in net loss of investee | 0 | 0 | ||
Equity investment | 0 | 0 | 0 | |
Goodwill | 552,833 | 552,833 | 309,711 | |
Total assets | 1,020,014 | 1,020,014 | 693,495 | |
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 | |
Depreciation and amortization | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | |
Equity in net loss of investee | 8,860 | (29,685) | ||
Equity investment | 137,466 | 130,869 | ||
Goodwill | 0 | 0 | ||
Total assets | $ 83,069 | $ 83,069 | $ 137,466 | $ 130,869 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | $ 1,996,892 | $ 1,368,675 | $ 1,509,944 |
State Medicaid agency contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 835,113 | 668,430 | 737,251 |
Managed care organization contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 953,174 | 592,252 | 581,999 |
Medicare And Medicaid Agency Contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 172,014 | 104,700 | 150,736 |
Private Pay and Other Contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 36,591 | 3,293 | 39,958 |
NEMT | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 1,483,696 | 1,314,705 | 1,509,944 |
NEMT | State Medicaid agency contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 1,257,390 | 1,132,929 | 1,277,241 |
NEMT | Managed care organization contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 226,306 | 181,776 | 232,703 |
Personal Care | Capitated contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | 495,579 | 53,970 | 0 |
Personal Care | Non-capitated contracts | |||
Disaggregation of Revenue [Line Items] | |||
Total Service revenue, net | $ 17,617 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
NEMT | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Performance obligation satisfied in previous period | $ 11.4 | $ (2.1) | $ 10.8 |
NEMT | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Concentration risk, percentage | 9.70% | 9.50% | 12.70% |
Personal Care | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Concentration risk, percentage | 22.30% | 24.70% | |
RPM | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Concentration risk, percentage | 27.00% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 210,937 | $ 164,622 |
Reconciliation contracts receivable | 24,480 | 35,724 |
Allowance for doubtful accounts | (2,296) | (2,403) |
Accounts receivable, net | $ 233,121 | $ 197,943 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Other Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Accrued contract payables | $ 281,586 | |
Accrued contract payables | $ 101,705 | |
Long-term contract payables | 0 | 72,183 |
Deferred revenue, current | $ 4,228 | $ 2,923 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Contract Payables and Receivables (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | $ 173,888 |
Contract with customer, liability, additional amounts recorded | 181,714 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (74,016) |
Contract with customer, liability end of period | 281,586 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 35,724 |
Contract with Customer, Asset, Additional Amounts Recorded | 17,602 |
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract | (28,846) |
Contract with customer, asset, after allowance for credit loss end of period | 24,480 |
Reconciliation Contract | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 33,330 |
Contract with customer, liability, additional amounts recorded | 16,943 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (28,238) |
Contract with customer, liability end of period | 22,035 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 35,580 |
Contract with Customer, Asset, Additional Amounts Recorded | 17,669 |
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract | (28,846) |
Contract with customer, asset, after allowance for credit loss end of period | 24,403 |
Profit Rebate Contract Payable | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 123,239 |
Contract with customer, liability, additional amounts recorded | 149,880 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (26,695) |
Contract with customer, liability end of period | 246,424 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 144 |
Contract with Customer, Asset, Additional Amounts Recorded | (67) |
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract | 0 |
Contract with customer, asset, after allowance for credit loss end of period | 77 |
Overpayments and Other Cash Items | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 17,319 |
Contract with customer, liability, additional amounts recorded | 14,891 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (19,083) |
Contract with customer, liability end of period | $ 13,127 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 133,139 | $ 183,281 | ||
Restricted cash | 283 | 75 | ||
Cash, cash equivalents and restricted cash | $ 133,422 | $ 183,356 | $ 61,673 | $ 12,367 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | |||
Equity investment | $ 137,466,000 | ||
Matrix | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 43.60% | 43.60% | |
Impairment | $ 111,400,000 | $ 0 | $ 55,100,000 |
Equity investment | $ 83,100,000 | $ 137,500,000 |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | |||
Current assets | $ 409,834 | $ 419,528 | |
Current liabilities | 527,234 | 317,663 | |
Operating income (loss) | 89,771 | 123,158 | $ 24,732 |
Net income (loss) | (6,585) | 88,836 | 966 |
Matrix | |||
Schedule of Investments [Line Items] | |||
Current assets | 124,081 | 143,110 | |
Long-term assets | 482,063 | 619,642 | |
Current liabilities | 57,048 | 81,920 | |
Long-term liabilities | 340,448 | 351,036 | |
Revenue | 398,260 | 414,622 | 275,391 |
Operating income (loss) | 1,316 | 39,412 | (61,000) |
Net income (loss) | $ (122,898) | $ 15,137 | $ (69,353) |
Prepaid Expenses and Other - Su
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 13,848 | $ 14,633 |
Prepaid insurance | 9,487 | 7,577 |
Deferred financing costs on credit facility | 1,480 | 0 |
Inventory | 1,458 | 0 |
Prepaid rent | 265 | 1,196 |
Other prepaid expenses | 12,013 | 9,237 |
Total prepaid expenses and other current assets | $ 38,551 | $ 32,643 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 103,894 | $ 80,592 |
Less accumulated depreciation | (50,345) | (53,048) |
Total property and equipment, net | 53,549 | 27,544 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,323 | 31,830 |
Computer and telecommunications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31,417 | 28,446 |
Monitoring equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Property and equipment, gross | $ 12,950 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Property and equipment, gross | $ 7,524 | 8,419 |
Construction and development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,598 | 4,721 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,906 | 2,330 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Property and equipment, gross | $ 3,998 | 4,846 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,886 | 0 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 292 | $ 0 |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Computer and telecommunications 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 | |
Minimum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 30 years | |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Maximum | Computer and telecommunications 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 | |
Maximum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 12,747 | $ 9,488 | $ 10,582 |
Continuing Operations | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 12,700 | $ 9,500 | $ 10,600 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 22, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | Nov. 18, 2020 | |
Goodwill [Roll Forward] | |||||
Goodwill, net | $ 924,787 | $ 444,927 | |||
Simplura Health Group | |||||
Goodwill [Roll Forward] | |||||
Goodwill, net | $ 320,383 | ||||
Goodwill, acquired during period | 10,961 | ||||
CareFinders Total Care | |||||
Goodwill [Roll Forward] | |||||
Goodwill, net | $ 232,161 | ||||
Goodwill, acquired during period | 232,161 | ||||
VRI Intermediate Holdings, LLC | |||||
Goodwill [Roll Forward] | |||||
Goodwill, net | $ 236,738 | ||||
Goodwill, acquired during period | 236,738 | ||||
ModivCare | |||||
Goodwill [Roll Forward] | |||||
Goodwill beginning balance | 540,927 | ||||
Accumulated impairment losses beginning balance | (96,000) | ||||
Goodwill, net | 924,787 | $ 444,927 | |||
Goodwill ending balance | 1,020,787 | ||||
Accumulated impairment losses ending balance | $ (96,000) |
Goodwill and Intangibles - Narr
Goodwill and Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Expected tax deductible amount | $ 255,500,000 | $ 52,200,000 | |
Estimated Useful Life (Yrs) | 10 years 8 months 12 days | ||
Residual value | $ 0 | ||
Amortization of intangible assets | 44,300,000 | 16,700,000 | $ 6,200,000 |
Impairment | $ 0 | $ 0 | $ 0 |
Goodwill and Intangibles - Sc_2
Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years 8 months 12 days | |
Gross Carrying Amount | $ 590,748 | $ 401,935 |
Accumulated Amortization | $ (100,535) | (56,283) |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 15 years | |
Payor networks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 511,064 | 341,714 |
Accumulated Amortization | $ (85,548) | (48,952) |
Payor networks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Payor networks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 15 years | |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 48,191 | 45,351 |
Accumulated Amortization | $ (6,290) | (986) |
Trademarks and trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28,978 | 14,100 |
Accumulated Amortization | $ (8,605) | (6,345) |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 3 years | |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years | |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,610 | 0 |
Accumulated Amortization | $ (83) | 0 |
Non-compete agreement | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 2 years | |
Non-compete agreement | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 5 years | |
New York LHCSA Permit | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 770 | 770 |
Accumulated Amortization | $ 0 | 0 |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Yrs) | 10 years | |
Gross Carrying Amount | $ 135 | 0 |
Accumulated Amortization | $ (9) | $ 0 |
Goodwill and Intangibles - Futu
Goodwill and Intangibles - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 63,503 |
2023 | 60,345 |
2024 | 59,656 |
2025 | 58,308 |
2026 | 49,838 |
Total | $ 291,650 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related liabilities (1) | $ 54,564 | $ 50,113 |
Accrued operating expenses | 14,457 | 8,018 |
Accrued interest | 12,826 | 4,927 |
Insurance reserves | 10,152 | 4,727 |
Deferred acquisition payments | 3,578 | 3,978 |
Accrued legal fees | 5,081 | 3,228 |
Accrued cash settled stock-based compensation | 183 | 19,376 |
Union pension obligation | 6,629 | 6,632 |
Other | 12,093 | 15,621 |
Total accrued expenses and other current liabilities | $ 119,563 | $ 116,620 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accrued cash benefit, due from deferral of payroll taxes | $ 12.3 | $ 20.8 |
Accrued Liabilities | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accrued cash benefit, due from deferral of payroll taxes | 10.4 | |
Other Noncurrent Liabilities | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Accrued cash benefit, due from deferral of payroll taxes | $ 10.4 |
Restructuring and Related Reo_2
Restructuring and Related Reorganization Costs - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | 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 | $ 0 | |
Restructuring charges | $ 0 | $ 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) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | May 07, 2020USD ($) | May 06, 2020USD ($) | |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, net | $ 14,020,000 | $ 24,775,000 | ||
Fair value of amount outstanding | 0 | |||
Letters of credit outstanding | 22,800,000 | |||
Remaining borrowing capacity | 202,200,000 | |||
Additional maximum borrowing capacity | $ 75,000,000 | |||
Senior Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of pledge of stock | 100.00% | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Face amount | $ 225,000,000 | $ 200,000,000 | ||
Revolving Credit Facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity, commitment fee percentage | 2.25% | |||
Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity, commitment fee percentage | 3.50% | |||
Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Unamortized debt issuance costs | $ 24,800,000 | |||
Credit Facility, Fourth Amendment, Term Loan Tranche | ||||
Line of Credit Facility [Line Items] | ||||
Available borrowing capacity, collateralized letters of credit | $ 40,000,000 | $ 25,000,000 | ||
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, base rate for variable rate | 1.00% | |||
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
Credit Facility, Eighth Amendment, Term Loan Tranche | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Credit Facility, Eighth Amendment, Term Loan Tranche | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Credit Facility, Second Amendment, Term Loan Tranche | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.35% | |||
Credit Facility, Second Amendment, Term Loan Tranche | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.50% | |||
Unsecured Notes Due 2025 | ||||
Line of Credit Facility [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% | |||
Unsecured Notes Due 2025 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 500,000,000 | |||
Stated interest rate | 5.875% | |||
Unsecured Notes Due 2029 | ||||
Line of Credit Facility [Line Items] | ||||
Potential redemption of notes, percentage | 0.40 | |||
Redemption price, percentage | 105.00% | |||
Unsecured Notes Due 2029 | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 500,000,000 | |||
Stated interest rate | 5.00% | |||
2025 Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt related commitment fees | $ 9,000,000 | |||
2025 Senior Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, net | $ 14,500,000 | |||
2029 Senior Notes | VRI Intermediate Holdings, LLC | ||||
Line of Credit Facility [Line Items] | ||||
Acquisition costs | 6,600,000 | |||
2029 Senior Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, net | $ 13,500,000 |
Debt - Schedule Of Redemption P
Debt - Schedule Of Redemption Percentages (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Period One | 2025 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 102.938% |
Period One | 2029 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 102.50% |
Period Two | 2025 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 101.469% |
Period Two | 2029 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 101.25% |
Period Three | 2025 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 100.00% |
Period Three | 2029 Senior Notes | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 100.00% |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | Jun. 11, 2020shares | Jun. 08, 2020$ / sharesshares | Feb. 05, 2015shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 03, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||
Preferred stock dividends | $ | $ 0 | $ 1,987,000 | $ 4,403,000 | ||||
Retained earnings | $ | $ (211,829,000) | $ (218,414,000) | |||||
Convertible preferred stock shares issuable upon conversion | 2,002,979 | ||||||
Conversion of stock, convertible shares | 0 | 0 | |||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||
Class of Stock [Line Items] | |||||||
Retained earnings | $ | $ 52,100,000 | ||||||
Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued | 805,000 | ||||||
Preferred stock dividends | $ | $ 0 | $ 2,000,000 | $ 4,400,000 | ||||
Temporary equity, shares outstanding | 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 | ||||||
Convertible Preferred Stock | Cash Dividends | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, conversion rate per share of common stock | 0.055 | ||||||
Convertible preferred stock, dividend rate | 5.50% | ||||||
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 | 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 (in USD per share) | $ / shares | $ 209.88 |
Convertible Preferred Stock - P
Convertible Preferred Stock - Preferred Stock Activity (Details) - USD ($) $ in Thousands | Jun. 11, 2020 | Jun. 08, 2020 | Dec. 31, 2020 |
Contingent Convertible Preferred Stock | |||
Dollar Value | |||
Beginning balance | $ 77,120 | ||
Conversion to common stock | (3,335) | ||
Allocation of issuance costs | 3,504 | ||
Ending balance | $ 0 | ||
Share Count | |||
Beginning balance, shares (in shares) | 798,788 | ||
Conversion to common stock (in shares) | (33,039) | ||
Ending balance, shares (in shares) | 0 | ||
Common Stock | |||
Dollar Value | |||
Conversion of stock, amount converted | $ (37,256) | ||
Share Count | |||
Conversion to common stock (in shares) | (925,567) | (2.5075) | |
Conversion to common stock (in shares) | (369,120) | ||
Redeemable Preferred Stock | |||
Dollar Value | |||
Conversion of stock, amount converted | $ (40,033) | ||
Share Count | |||
Conversion to common stock (in shares) | (396,629) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 08, 2021 | Mar. 11, 2020 | Aug. 06, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock, shares, outstanding | 19,589,422 | 19,570,598 | ||||
Treasury stock (in shares) | 5,568,983 | 5,287,283 | ||||
Stock repurchase program, authorized amount | $ 75,000,000 | $ 75,000,000 | $ 100,000,000 | |||
Stock repurchase plan (in shares) | 276,268 | 195,677 | 105,421 | |||
Stock repurchase | $ 39,994,000 | $ 10,186,000 | $ 5,988,000 | |||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Exercise of stock options and restricted stock awards (in shares) | 344,118 | |||||
Restricted Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 5,432 | 2,824 | 13,268 | |||
Stock Options | ||||||
Class of Stock [Line Items] | ||||||
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) | 31,901 | 322,034 | 0 |
Stock-Based Compensation and _3
Stock-Based Compensation and Similar Arrangements - Schedule of 2006 Plan Activity (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock subject to stock options | 270,239 | 297,379 |
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 | 5,400,000 | |
Number of shares of common stock remaining available for future grants | 1,230,202 | |
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 | 270,239 | |
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 | 73,879 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 5,904 | $ 3,930 | $ 5,414 |
Service expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 0 | 222 | 572 |
General and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 5,904 | $ 3,708 | $ 4,842 |
Stock-Based Compensation and _5
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from compensation expense | $ 1.6 | $ 1.1 | $ 1.4 |
Fair value of shares vested | 3.3 | $ 5.2 | 6.9 |
Long Term Incentive Plan 2006 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from compensation expense | $ 2.6 | $ 0.1 | |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of employee stock options (in shares) | 51,798 | 372,478 | 219,054 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | (41,365) | ||
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 | $ 15.1 | ||
Weighted-average period of cost recognition | 4 years 3 months 3 days | ||
Minimum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Vesting expiration period | 5 years | ||
Minimum | Restricted Stock | |||
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 | 7 years | ||
Maximum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 36.60% | 28.30% | 27.50% |
Risk-free interest rate | 0.30% | 0.20% | 1.60% |
Expected life of options (years) | 3 years 6 months | 3 years 6 months | 1 year 9 months 18 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility | 41.60% | 38.10% | 33.00% |
Risk-free interest rate | 0.90% | 1.40% | 2.50% |
Expected life of options (years) | 4 years 4 months 24 days | 4 years 4 months 24 days | 5 years 3 months 18 days |
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, 2021USD ($)$ / sharesshares | |
Number of Shares Under Option | |
Balance at beginning of period (in shares) | shares | 297,379 |
Granted (in shares) | shares | 70,558 |
Exercised (in shares) | shares | (51,798) |
Forfeited/Cancelled (in shares) | shares | (45,409) |
Expired (in shares) | shares | (491) |
Outstanding at end of period (in shares) | shares | 270,239 |
Vested or expected to vest at end of period (in shares) | shares | 270,239 |
Exercisable at end of period (in shares) | shares | 82,981 |
Weighted- average Exercise Price | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 64.32 |
Granted (in dollars per share) | $ / shares | 170.26 |
Exercised (in dollars per share) | $ / shares | 62.31 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 86.71 |
Expired (in dollars per share) | $ / shares | 3.88 |
Outstanding at end of period (in dollars per share) | $ / shares | 88.72 |
Vested or expected to vest at end of period (in dollars per share) | $ / shares | 88.72 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 64.09 |
Weighted- average Remaining Contractual Term | |
Outstanding at end of period, December 31 | 4 years 6 months 21 days |
Vested or expected to vest at end of period, December 31 | 4 years 6 months 21 days |
Exercisable at end of period, December 31 | 4 years 8 months 19 days |
Aggregate Intrinsic Value | |
Outstanding at end of period, December 31 | $ | $ 17,577 |
Vested or expected to vest at end of period, December 31 | $ | 17,577 |
Exercisable at end of period, December 31 | $ | $ 6,991 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 170.26 | $ 71.56 | $ 16.30 |
Options exercised: | |||
Total intrinsic value | $ 4,454 | $ 26,228 | $ 3,204 |
Cash received | $ 3,227 | $ 25,413 | $ 11,142 |
Stock-Based Compensation and _9
Stock-Based Compensation and Similar Arrangements - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Non-vested at beginning of period (in shares) | shares | 92,802 |
Granted (in shares) | shares | 38,562 |
Vested (in shares) | shares | (41,365) |
Forfeited or cancelled (in shares) | shares | (16,120) |
Non-vested at end of period (in shares) | shares | 73,879 |
Weighted-average grant date fair value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 64.83 |
Granted (in dollars per share) | $ / shares | 170.13 |
Vested (in dollars per share) | $ / shares | 63.89 |
Forfeited or cancelled (in dollars per share) | $ / shares | 85.19 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 112.61 |
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, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Amount awarded per employee | $ 12 | $ 2.7 | ||
Deferred compensation liability | $ 0 | $ 2.1 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) attributable to parent | $ (6,585) | $ 88,836 | $ 966 |
Dividends on convertible preferred stock outstanding | 0 | (1,171) | (4,403) |
Dividends paid pursuant to the Conversion Agreement | 0 | (816) | 0 |
Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement | 0 | (52,139) | 0 |
Income allocated to participating securities | 0 | (2,239) | 0 |
Net income available to common stockholders | $ (6,585) | $ 32,471 | $ (3,437) |
Denominator: | |||
Denominator for basic earnings per share -- weighted-average shares (in shares) | 14,054,060 | 13,567,323 | 12,958,713 |
Effect of dilutive securities: | |||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 14,054,060 | 13,683,308 | 12,958,713 |
Basic earnings (loss) per share: | |||
Continuing operations (in dollars per share) | $ (0.45) | $ 2.45 | $ (0.72) |
Discontinued operations (in dollars per share) | (0.02) | (0.06) | 0.46 |
Basic earnings (loss) per share (in dollars per share) | (0.47) | 2.39 | (0.26) |
Diluted earnings (loss) per share: | |||
Continuing operations (in dollars per share) | (0.45) | 2.43 | (0.72) |
Discontinued operations (in dollars per share) | (0.02) | (0.06) | 0.46 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.47) | $ 2.37 | $ (0.26) |
Stock Options | |||
Effect of dilutive securities: | |||
Common stock options (in shares) | 0 | 71,651 | 0 |
Restricted Stock Units (RSUs) | |||
Effect of dilutive securities: | |||
Performance-based restricted stock units (in shares) | 0 | 44,334 | 0 |
Continuing Operations | |||
Numerator: | |||
Net income available to common stockholders | $ (6,289) | $ 33,249 | $ (9,356) |
Discontinued Operations | |||
Numerator: | |||
Net income available to common stockholders | $ (296) | $ (778) | $ 5,919 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 56,291 | 43,061 | 583,469 |
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 | 0 | 0 | 800,460 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Lease, discount rate | 5.25% | |
General and administrative expense | ||
Operating Leased Assets [Line Items] | ||
Operating lease, cost | $ 13.6 | $ 10.4 |
Leases - Summary of All Lease C
Leases - Summary of All Lease Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 43,750 | $ 30,928 |
Finance lease assets | 0 | 367 |
Total leased assets | 43,750 | 31,295 |
Current portion of operating lease liabilities | 9,873 | 8,277 |
Current portion of long-term obligations | 0 | 45 |
Operating lease liabilities, less current portion | 34,524 | 23,437 |
Long-term portion | 0 | 0 |
Total lease liabilities | $ 44,397 | $ 31,759 |
Operating lease, right-of-use asset, statement of financial position | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Finance lease, right-of-use asset, statement of financial position | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Operating lease, liability, current, statement of financial position | Current portion of operating lease liabilities | Current portion of operating lease liabilities |
Finance lease, liability, current, statement of financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease, liability, noncurrent, statement of financial position | Operating lease liabilities, less current portion | Operating lease liabilities, less current portion |
Finance lease, liability, noncurrent, statement of financial position | Other long-term liabilities | Other long-term liabilities |
Leases - Lease Liability (Detai
Leases - Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 11,256 | $ 10,323 |
2023 | 9,777 | 8,756 |
2024 | 7,137 | 6,140 |
2025 | 4,937 | 4,145 |
2026 | 3,742 | 2,833 |
Thereafter | 16,527 | 4,737 |
Total lease payments | 53,376 | 36,934 |
Less: interest and accretion | (8,979) | (5,220) |
Present value of minimum lease payments | 44,397 | 31,714 |
Less: current portion | (9,873) | (8,277) |
Long-term portion | 34,524 | 23,437 |
Finance Lease [Abstract] | ||
2022 | 45 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 45 | |
Less: interest and accretion | 0 | |
Present value of minimum lease payments | 45 | |
Less: current portion | 0 | (45) |
Long-term portion | 0 | 0 |
Lease Liability [Abstract] | ||
2022 | 10,368 | |
2023 | 8,756 | |
2024 | 6,140 | |
2025 | 4,145 | |
2026 | 2,833 | |
Thereafter | 4,737 | |
Total lease payments | 36,979 | |
Less: interest and accretion | (5,220) | |
Total lease liabilities | $ 44,397 | 31,759 |
Less: current portion | (8,322) | |
Long-term portion | $ 23,437 |
Leases - Lease Terms (Details)
Leases - Lease Terms (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (years): | ||
Operating lease costs | 6 years 7 months 9 days | 4 years 10 months 20 days |
Finance lease cost | 9 months 18 days | |
Weighted-average discount rate: | ||
Operating lease costs | 5.25% | 5.25% |
Finance lease cost | 3.28% |
Leases - Other lease informatio
Leases - Other lease information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Financing cash flows from finance leases | $ 0 | $ (336) |
Operating cash flows from operating leases | (5,701) | (10,771) |
Amortization of operating lease ROU assets | 11,330 | 9,238 |
ROU assets obtained through operating lease liabilities | $ 24,152 | $ 19,992 |
Leases - 2019 Lease Liability (
Leases - 2019 Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 11,256 | $ 10,323 |
2022 | 9,777 | 8,756 |
2023 | 7,137 | 6,140 |
2024 | 4,937 | 4,145 |
2025 | 3,742 | 2,833 |
Thereafter | 16,527 | 4,737 |
Total lease payments | 53,376 | 36,934 |
Less: interest and accretion | (8,979) | (5,220) |
Present value of minimum lease payments | 44,397 | 31,714 |
Less: current portion | (9,873) | (8,277) |
Long-term portion | 34,524 | 23,437 |
Finance Leases | ||
2021 | 45 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 45 | |
Less: interest and accretion | 0 | |
Present value of minimum lease payments | 45 | |
Less: current portion | 0 | (45) |
Long-term portion | 0 | 0 |
Total | ||
2022 | 10,368 | |
2023 | 8,756 | |
2024 | 6,140 | |
2025 | 4,145 | |
2026 | 2,833 | |
Thereafter | 4,737 | |
Total lease payments | 36,979 | |
Less: interest and accretion | (5,220) | |
Total lease liabilities | $ 44,397 | 31,759 |
Less: current portion | (8,322) | |
Long-term portion | $ 23,437 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal income tax (benefit) expense: | |||
Current | $ 6,721 | $ 2,248 | $ (560) |
Deferred | (820) | 8,183 | 4,938 |
Total Federal Tax | 5,901 | 10,431 | 4,378 |
State income tax expense (benefit): | |||
Current | 5,081 | 10,032 | 2,513 |
Deferred | (2,253) | 1,893 | (30) |
Total State Tax | 2,828 | 11,925 | 2,483 |
Total provision for income taxes | $ 8,729 | $ 22,356 | $ 6,861 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rates | 21.00% | 21.00% | 21.00% |
Federal income tax at statutory rates | $ 8,545 | $ 22,167 | $ 5,073 |
Change in valuation allowance | 385 | (505) | 10 |
Change in uncertain tax positions | (929) | 116 | 181 |
State income taxes, net of federal benefit | 1,743 | 10,519 | 1,921 |
Non-taxable income | (74) | (124) | (93) |
Compensation expense | 1,204 | 1,036 | 606 |
Stock-based compensation | (1,004) | (650) | (101) |
Meals and entertainment | 30 | 51 | 81 |
Transaction costs | 89 | 1,289 | 0 |
Tax credits | (1,095) | (650) | (858) |
CARES Act Benefit | 0 | (10,984) | 0 |
Other | (165) | 91 | 41 |
Total provision for income taxes | $ 8,729 | $ 22,356 | $ 6,861 |
Effective income tax rate | 21.50% | 21.20% | 28.40% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,570 | $ 840 |
Capital loss carryforward | 946 | 957 |
Tax credit carryforwards | 516 | 389 |
Interest expense carryforward | 5,100 | 1,570 |
Accounts receivable allowance | 4,456 | 1,923 |
Accrued items and reserves | 10,730 | 14,511 |
Stock-based compensation | 812 | 852 |
Deferred rent | 1,029 | 382 |
Deferred revenue | 595 | 183 |
Project costs | 952 | 0 |
Other | 0 | 591 |
Total deferred tax assets | 28,706 | 22,198 |
Deferred tax liabilities: | ||
Prepaids | 3,181 | 2,336 |
Property and equipment depreciation | 11,174 | 4,600 |
Goodwill and intangibles amortization | 82,290 | 66,781 |
Equity investment | 23,209 | 38,400 |
Other | 99 | 0 |
Total deferred tax liabilities | 119,953 | 112,117 |
Deferred tax liabilities, net of deferred tax assets | (91,247) | (89,919) |
Less valuation allowance | (3,364) | (2,276) |
Net deferred tax liabilities | $ (94,611) | $ (92,195) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 1,100 | |||
Deferred tax assets, valuation allowance | 3,364 | $ 2,276 | ||
Tax Cuts and Jobs Act of 2017, income tax benefit | 11,000 | |||
Taxes payable, current | $ 3,500 | |||
Estimate of possible loss | 47,600 | |||
Unrecognized tax benefits, income tax penalties and interest expense | 200 | 100 | 100 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 100 | 200 | ||
Income taxes receivable | 27,300 | |||
Unrecognized tax benefits | 590 | $ 1,519 | $ 1,403 | $ 1,222 |
Continuing Operations | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | 400 | |||
Discontinued Operations | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | 300 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
State net operating loss carryforwards | $ 2,200 | |||
Taxable income projection years | 3 years | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State net operating loss carryforwards | $ 46,424 | |||
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 | $ 25,100 | |||
Circulation | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State net operating loss carryforwards | 46,400 | |||
Simplura Health Group | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 400 |
Income Taxes Income Taxes - Sta
Income Taxes Income Taxes - State Net operating Loss Carryforwards (Details) - State and Local Jurisdiction $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
2026 | $ 490 |
2027 and thereafter | $ 45,934 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of year | $ 1,519 | $ 1,403 | $ 1,222 |
Increase related to prior year tax positions | (1,027) | 0 | 133 |
Increase related to current year tax positions | 148 | 116 | 128 |
Statute of limitations expiration | (50) | 0 | (80) |
Unrecognized tax benefits, end of year | $ 590 | $ 1,519 | $ 1,403 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Loss Contingencies [Line Items] | |||
Term of contract | 11 years 6 months | ||
Other Noncurrent Liabilities | |||
Loss Contingencies [Line Items] | |||
Total participant deferrals | $ 2.7 | $ 2.6 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) | Aug. 12, 2021 | Jun. 11, 2020 | Jun. 08, 2020 | Sep. 11, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 03, 2020 |
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock subject to stock options | 270,239 | 297,379 | ||||||
Stock options exercised (in shares) | 51,798 | |||||||
Exercised (in dollars per share) | $ 62.31 | |||||||
Stock-based compensation | $ 5,904,000 | $ 3,930,000 | $ 5,414,000 | |||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, cash settlement | 27,800,000 | |||||||
Tax benefit from compensation expense | 1,600,000 | 1,100,000 | 1,400,000 | |||||
Payments of dividends | $ 800,000 | |||||||
Series A Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Temporary equity, shares outstanding | 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 (in USD per share) | $ 209.88 | |||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion to common stock (in shares) | 925,567 | 2.5075 | ||||||
Preferred Stock Dividends Earned by Related Party | Coliseum Capital Partners, L.P. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amount | 0 | 2,000,000 | ||||||
Long Term Incentive Plan 2006 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Tax benefit from compensation expense | 2,600,000 | 100,000 | ||||||
Tax expense from compensation expense | 4,500,000 | |||||||
Long Term Incentive Plan 2006 | Accrued Expenses | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deferred compensation liability | 200,000 | 400,000 | ||||||
General and administrative expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock-based compensation | $ 5,904,000 | 3,708,000 | 4,842,000 | |||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | Coliseum Capital Mgmt. | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock subject to stock options | 1,344,000 | |||||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | General and administrative expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Allocated share-based compensation expense | $ 300,000 | 300,000 | ||||||
Stock Option Equivalent Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expected life of options (years) | 1 month 6 days | |||||||
Stock Option Equivalent Units | Coliseum Capital Mgmt. | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock subject to stock options | 0 | |||||||
Stock options exercised (in shares) | 200,000 | |||||||
Exercised (in dollars per share) | $ 182.73 | $ 43.81 | ||||||
Coliseum Capital Partners, L.P. | Stock Appreciation Rights (SARs) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock-based compensation | $ 8,800,000 | 15,800,000 | ||||||
Coliseum Capital Partners, L.P. | Stock Appreciation Rights (SARs) | General and administrative expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock-based compensation | $ 0 | $ 19,000,000 | $ (400,000) | |||||
Coliseum Capital Partners, L.P. | Board of Directors Chairman | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock equivalent units issued in lieu of grant (in shares) | 725,000 | 1,952,000 | 1,857,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Revolving Credit Facility $ in Millions | Feb. 03, 2022USD ($) |
Subsequent Event [Line Items] | |
Debt instrument term | 5 years |
Line of Credit Facility, Maximum Borrowing Capacity | $ 325 |
Line of Credit Facility, Current Borrowing Capacity | $ 60 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Dec. 21, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Tax credit carryforwards | $ 516 | $ 389 | ||
Income (loss) from discontinued operations, net of tax | (296) | (778) | $ 5,919 | |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Insurance for settlement | 6,900 | |||
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) | |||
Avoided Payments | 3,500 | |||
Tax credit carryforwards | $ 900 | |||
Human Services Segment | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operation, tax effect of discontinued operation | $ (900) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 2,403 | $ 5,933 | $ 1,854 |
Charged to costs and expenses | 1,740 | 642 | 3,220 |
Charged to other accounts | 0 | 0 | 1,090 |
Deductions | (1,847) | (4,172) | (231) |
Balance at end of period | $ 2,296 | $ 2,403 | $ 5,933 |