Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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, $0.001 par value per share | |
Trading Symbol | MODV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,046,991 | |
Entity Central Index Key | 0001220754 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 194,063 | $ 133,139 |
Accounts receivable, net of allowance of $1,785 and $2,296, respectively | 262,589 | 233,121 |
Other receivables | 18,326 | 4,740 |
Prepaid expenses and other current assets | 33,668 | 38,551 |
Restricted cash | 411 | 283 |
Total current assets | 509,057 | 409,834 |
Property and equipment, net | 57,676 | 53,549 |
Goodwill | 924,787 | 924,787 |
Payor network, net | 410,475 | 425,516 |
Other intangible assets, net | 60,249 | 64,697 |
Equity investment | 83,333 | 83,069 |
Operating lease right-of-use assets | 42,181 | 43,750 |
Other assets | 25,226 | 22,223 |
Total assets | 2,112,984 | 2,027,425 |
Current liabilities: | ||
Accounts payable | 38,050 | 8,690 |
Accrued contract payables | 314,126 | 281,586 |
Accrued transportation costs | 107,190 | 103,294 |
Accrued expenses and other current liabilities | 138,071 | 119,563 |
Current portion of operating lease liabilities | 9,858 | 9,873 |
Deferred revenue | 5,648 | 4,228 |
Total current liabilities | 612,943 | 527,234 |
Long-term debt, net of deferred financing costs of $23,767 and $24,775, respectively | 976,233 | 975,225 |
Deferred tax liabilities | 88,025 | 94,611 |
Long-term contract payables | 1,893 | 0 |
Operating lease liabilities, less current portion | 34,092 | 34,524 |
Other long-term liabilities | 23,598 | 22,564 |
Total liabilities | 1,736,784 | 1,654,158 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity | ||
Common stock: Authorized 40,000,000 shares; $0.001 par value; 19,627,143 and 19,589,422, respectively, issued and outstanding (including treasury shares) | 20 | 20 |
Additional paid-in capital | 433,636 | 430,449 |
Retained earnings | 212,147 | 211,829 |
Treasury shares, at cost, 5,574,162 and 5,568,983 shares, respectively | (269,603) | (269,031) |
Total stockholders’ equity | 376,200 | 373,267 |
Total liabilities and stockholders’ equity | $ 2,112,984 | $ 2,027,425 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,785 | $ 2,296 |
Deferred financing fees | $ 23,767 | $ 24,775 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares, issued | 19,627,143 | 19,589,422 |
Common stock, shares, outstanding | 19,627,143 | 19,589,422 |
Treasury stock, shares | 5,574,162 | 5,568,983 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Service revenue, net | $ 574,475 | $ 453,610 |
Grant income (Note 2) | 468 | 2,648 |
Operating expenses: | ||
Service expense | 459,315 | 360,333 |
General and administrative expense | 76,808 | 54,925 |
Depreciation and amortization | 23,946 | 12,239 |
Total operating expenses | 560,069 | 427,497 |
Operating income | 14,874 | 28,761 |
Other expenses: | ||
Interest expense, net | 15,400 | 8,423 |
Income (loss) before income taxes and equity method investment | (526) | 20,338 |
Provision (benefit) for income taxes | (361) | 4,739 |
Equity in net income of investee, net of tax | (483) | (3,241) |
Net income | $ 318 | $ 18,840 |
Earnings per common share: | ||
Basic earnings (loss) per common share (in dollars per share) | $ 0.02 | $ 1.33 |
Diluted earnings (loss) earnings per common share (in dollars per share) | $ 0.02 | $ 1.31 |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 14,023,585 | 14,158,666 |
Diluted (in shares) | 14,143,548 | 14,362,226 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income | $ 318 | $ 18,840 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 4,456 | 2,737 |
Amortization | 19,490 | 9,502 |
Provision for doubtful accounts | (1,785) | 27 |
Stock-based compensation | 2,049 | 1,187 |
Deferred income taxes | (6,587) | (616) |
Amortization of deferred financing costs and debt discount | 1,008 | 581 |
Equity in net income of investee | (483) | (4,503) |
Reduction of right-of-use assets | 2,884 | 2,745 |
Changes in operating assets and liabilities: | ||
Accounts receivable and other receivables | (41,049) | (12,219) |
Prepaid expenses and other | 1,879 | 18,230 |
Insurance programs | 1,401 | (273) |
Accrued contract payables | 34,433 | 71,498 |
Accounts payable and accrued expenses | 46,469 | 27,844 |
Accrued transportation costs | 3,895 | (8,804) |
Deferred revenue | 1,419 | (160) |
Other long-term liabilities | (727) | 7,948 |
Net cash provided by operating activities | 69,070 | 134,564 |
Investing activities | ||
Purchase of property and equipment | (8,584) | (5,388) |
Net cash used in investing activities | (8,584) | (5,388) |
Financing activities | ||
Repurchase of common stock, for treasury | 0 | (14,450) |
Proceeds from common stock issued pursuant to stock option exercise | 1,138 | 2,286 |
Restricted stock surrendered for employee tax payment | (572) | (721) |
Other financing activities | 0 | (40) |
Net cash provided by (used in) financing activities | 566 | (12,925) |
Net change in cash, cash equivalents and restricted cash | 61,052 | 116,251 |
Cash, cash equivalents and restricted cash at beginning of period | 133,422 | 183,356 |
Cash, cash equivalents and restricted cash at end of period | 194,474 | 299,607 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 551 | 251 |
Cash paid (received) for income taxes | 892 | (9,033) |
Assets acquired under operating leases | $ 1,314 | $ 1,214 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2020 | 19,570,598 | 5,287,283 | |||
Beginning Balance at Dec. 31, 2020 | $ 411,611 | $ 20 | $ 421,318 | $ 218,414 | $ (228,141) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 18,840 | 18,840 | |||
Stock-based compensation | 1,149 | 1,149 | |||
Exercise of employee stock options (in shares) | 36,338 | ||||
Exercise of employee stock options | 2,286 | 2,286 | |||
Restricted stock issued (in shares) | 15,821 | ||||
Restricted stock issued | 0 | ||||
Restricted stock surrendered for employee tax payment (in shares) | 4,253 | ||||
Restricted stock surrendered for employee tax payment | (721) | $ (721) | |||
Shares issued for bonus settlement and director stipends (in shares) | 260 | ||||
Shares issued for bonus settlement and director stipends | 38 | 38 | |||
Stock repurchase plan (in shares) | 94,235 | ||||
Stock repurchase plan | (14,450) | $ (14,450) | |||
Ending Balance (in shares) at Mar. 31, 2021 | 19,623,017 | 5,385,771 | |||
Ending Balance at Mar. 31, 2021 | 418,753 | $ 20 | 424,791 | 237,254 | $ (243,312) |
Beginning Balance (in shares) at Dec. 31, 2021 | 19,589,422 | 5,568,983 | |||
Beginning Balance at Dec. 31, 2021 | 373,267 | $ 20 | 430,449 | 211,829 | $ (269,031) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 318 | 318 | |||
Stock-based compensation | 1,963 | 1,963 | |||
Exercise of employee stock options (in shares) | 20,683 | ||||
Exercise of employee stock options | 1,138 | 1,138 | |||
Restricted stock issued (in shares) | 16,306 | ||||
Restricted stock issued | 0 | ||||
Restricted stock surrendered for employee tax payment (in shares) | 5,179 | ||||
Restricted stock surrendered for employee tax payment | (572) | $ (572) | |||
Shares issued for bonus settlement and director stipends (in shares) | 732 | ||||
Shares issued for bonus settlement and director stipends | 86 | 86 | |||
Ending Balance (in shares) at Mar. 31, 2022 | 19,627,143 | 5,574,162 | |||
Ending Balance at Mar. 31, 2022 | $ 376,200 | $ 20 | $ 433,636 | $ 212,147 | $ (269,603) |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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, connect members to care, help health plans manage risks, 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, which serve similar, highly vulnerable patient populations. 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. 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 also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand, 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. 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses, and certain disclosures in the preparation of these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2021 included in this Form 10-Q has been derived from audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in Accounting Estimate During the first quarter, the Company completed an assessment of the useful lives of our intangible assets and adjusted the estimated useful life of the Simplura trademarks and trade names intangible asset from 10 years to 3 years and adjusted the estimated useful life of the payor network from 15 years to 10 years effective as of January 1, 2022. This change was driven by strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders Total Care, LLC ("Care Finders"). Based on the intangible asset values as of December 31, 2021, the effect of the change in estimate during the three months ended March 31, 2022 was an increase in amortization expense of $3.6 million, or $0.25 per diluted common share outstanding. Grant Income The Company has received distributions of the CARES Act PRF of approximately $0.5 million and $2.6 million during the three months ended March 31, 2022 and March 31, 2021, respectively, 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 unaudited condensed consolidated statements of operations. 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 March 31, 2022 and December 31, 2021 under the CARES Act which is recorded in accrued expenses on our unaudited condensed consolidated balance sheets. This balance is expected to be paid in the fourth quarter of 2022. Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the three months ended March 31, 2022: 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. 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 ("ASU 2021-08"). 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. The Company does not expect a material impact to the financial statements upon adoption of the ASU and early adoption will be considered if the standard were to become applicable prior to the effective date of the standard. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 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 its personal care platform. The equity transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of the Company acquired 100.0% 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 for 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 the payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and the non-compete agreement 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. (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 basis. 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 the Company acquired 100.0% 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, with the remainder consisting of computer equipment, buildings, and other equipment. The Company valued the personal emergency response system devices, computer equipment and other equipment utilizing the cost approach at $12.7 million. The carrying value of the remainder of the property, plant and equipment, consisting primarily of buildings and land, is assumed to represent the fair value. (5) The allocation of consideration exchanged for 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 the 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. (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 basis. Pro Forma Financial Information (unaudited) Assuming Care Finders and VRI had been acquired as of January 1, 2021, and the results of each had been included in operations beginning on January 1, 2021, the following table provides estimated unaudited pro forma results of operations for the three months ended March 31, 2022 and March 31, 2021 (in thousands, except earnings per share). The estimated pro forma net income adjusts for the effect of fair value adjustments related to each of the acquisitions, transaction costs and other non-recurring costs directly attributable to the transactions and the impact of the additional debt to finance the applicable acquisitions. Three months ended March 31, 2022 2021 Actual Pro Forma Revenue $ 574,475 $ 514,737 Income from continuing operations, net 318 19,265 Diluted earnings per share $ 0.02 $ 1.34 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
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.; • 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 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; • Corporate - Effective January 1, 2022, the Company completed its segment reorganization which resulted in the addition of a Corporate segment that includes the costs associated with the Company's corporate operations. The operating results of our Corporate segment include our activities related to executive, accounting, finance, internal audit, tax, legal and certain strategic and corporate development functions for each segment, as well as the Company's captive insurance program and the results of our Matrix investment. Prior to our segment reorganization, we reported our investment in Matrix as a separate operating segment, however based on how our CODM now views the business, along with the fact that the Matrix investment and all related activity are very minimal, it was determined that these results are reviewed in conjunction with the other corporate results of the business that are not attributable to one of the three operating segments. The Company reclassified certain costs associated with this reorganization for the three months ended March 31, 2021 to conform to this presentation. The Company evaluates performance and allocates resources based on the operating income of the reportable segments, which includes an allocation of corporate expenses directly attributable to the specific segment and includes revenues and all other costs directly attributable to the specific segment. The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the three months ended March 31, 2022 and 2021 (in thousands): Three months ended March 31, 2022 NEMT Personal Care RPM Corporate Total Service revenue, net $ 400,920 $ 159,698 $ 13,857 $ — $ 574,475 Grant income (1) — 468 — — 468 Service expense 332,096 122,232 4,987 — 459,315 General and administrative expense 37,333 23,133 4,962 11,380 76,808 Depreciation and amortization 7,105 12,505 4,128 208 23,946 Operating income (loss) $ 24,386 $ 2,296 $ (220) $ (11,588) $ 14,874 Equity in net loss (income) of investee, net of tax $ 65 $ — $ — $ (548) $ (483) Equity investment $ — $ — $ — $ 83,333 $ 83,333 Goodwill $ 135,186 $ 552,833 $ 236,738 $ 30 $ 924,787 Total assets $ 603,875 $ 1,024,013 $ 334,071 $ 151,025 $ 2,112,984 Three months ended March 31, 2021 NEMT Personal Care Corporate Total Service revenue, net $ 343,416 $ 110,194 $ — $ 453,610 Grant income (1) — 2,648 — 2,648 Service expense 272,416 87,917 — 360,333 General and administrative expense 27,987 15,029 11,909 54,925 Depreciation and amortization 7,312 4,927 — 12,239 Operating income (loss) $ 35,701 $ 4,969 $ (11,909) $ 28,761 Equity in net income of investee, net of tax $ — $ — $ (3,241) $ (3,241) Equity investment $ — $ — $ 141,220 $ 141,220 Goodwill $ 135,186 $ 309,711 $ 30 $ 444,927 Total assets $ 589,047 $ 698,985 $ 243,743 $ 1,531,775 (1) Grant income for the Personal Care segment includes provider relief funds received under the CARES Act. These funds are intended to support healthcare providers by reimbursing them for expenses incurred as a result of the COVID-19 pandemic. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
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. Capitation rates are generally based on expected costs and volume of services. 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. 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 three months ended March 31, 2022 and 2021 by contract type (in thousands): Three months ended March 31, 2022 2021 NEMT capitated contracts $ 335,718 $ 296,235 NEMT FFS contracts 65,202 47,181 Total NEMT segment revenue 400,920 343,416 Personal Care FFS contracts 159,698 110,194 RPM service contracts 13,857 — Total service revenue, net $ 574,475 $ 453,610 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, 10.4% and 8.8% was derived from one U.S. State Medicaid program for the three months ended March 31, 2022 and 2021, respectively. Of the Personal Care segment's revenue, 17.4% and 28.5% was derived from one U.S. State Medicaid program for the three months ended March 31, 2022 and 2021, respectively. Of the RPM segment's revenue, 22.3% was derived from one U.S. State Medicaid program for the three months ended March 31, 2022. The following table summarizes disaggregated revenue from contracts with customers by payor type (in thousands): Three months ended March 31, 2022 2021 State Medicaid contracts $ 218,142 $ 203,320 Managed Medicaid contracts 285,600 206,294 Managed Medicare contracts 57,135 37,730 Private pay and other contracts 13,598 6,266 Total service revenue, net $ 574,475 $ 453,610 During the three months ended March 31, 2022 and 2021, the Company recognized an increase of $1.2 million and a reduction of $3.3 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 (in thousands): March 31, 2022 December 31, 2021 Accounts receivable $ 235,589 $ 210,937 Reconciliation contracts receivable (1) 28,785 24,480 Allowance for doubtful accounts (1,785) (2,296) Accounts receivable, net $ 262,589 $ 233,121 (1) Reconciliation contracts receivable primarily represent underpayments and receivables on certain contracts with reconciliation and risk corridor provisions. See the contract payables and receivables activity below. The following table provides information about other revenue related accounts included on the accompanying unaudited condensed consolidated balance sheets (in thousands): March 31, 2022 December 31, 2021 Accrued contract payables (1) $ 314,126 $ 281,586 Long-term contract payables (2) $ 1,893 $ — Deferred revenue, current $ 5,648 $ 4,228 (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 that may be repaid in greater than 12 months. The following table provides the summary activity of total contract payables and receivables as reported within the unaudited condensed consolidated balance sheets (in thousands): December 31, 2021 Additional Amounts Recorded Amounts Paid or Settled March 31, 2022 Reconciliation contract payables $ 22,035 $ 5,283 $ (2,162) $ 25,156 Profit rebate/corridor contract payables 246,424 30,142 (6,341) 270,225 Overpayments and other cash items 13,127 8,937 (1,426) 20,638 Total contract payables $ 281,586 $ 44,362 $ (9,929) $ 316,019 Reconciliation contract receivables $ 24,403 $ 4,973 $ (1,043) $ 28,333 Corridor contract receivables 77 375 — 452 Total reconciliation contract receivables $ 24,480 $ 5,348 $ (1,043) $ 28,785 |
Equity Investment
Equity Investment | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investment, Summarized Financial Information [Abstract] | |
Equity Investment | Equity Investment As of March 31, 2022 and December 31, 2021, the Company owned a 43.6% non-controlling 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 unaudited condensed consolidated statements of operations. During the year ended December 31, 2021, Matrix recorded asset impairment charges of $111.4 million. No asset impairment charges were recorded for the three months ended March 31, 2022 or March 31, 2021. 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 condensed consolidated financial statements. The Company's gross share of its investment in Matrix was income of $0.8 million and income of $4.5 million for the three months ended March 31, 2022 and March 31, 2021, respectively, which is presented net of tax on our unaudited condensed consolidated statements of operations for income of $0.5 million and income of $3.2 million for the three months ended March 31, 2022 and March 31, 2021, respectively. The carrying amount of the assets included in the Company’s unaudited condensed consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Matrix as of March 31, 2022 and December 31, 2021 totaled $83.3 million and $83.1 million, respectively. Summary financial information for Matrix on a standalone basis is as follows (in thousands): March 31, 2022 December 31, 2021 Current assets $ 131,300 $ 124,081 Long-term assets $ 476,573 $ 482,063 Current liabilities $ 62,238 $ 57,048 Long-term liabilities $ 337,901 $ 340,448 Three months ended March 31, 2022 2021 Revenue $ 85,753 $ 124,042 Operating income $ 2,645 $ 16,092 Net income (loss) $ (1,317) $ 8,613 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were comprised of the following (in thousands): March 31, 2022 December 31, 2021 Prepaid income taxes $ 8,646 $ 13,848 Deferred financing costs on credit facility 3,789 1,480 Prepaid insurance 2,962 9,487 Inventory 903 1,458 Prepaid rent 227 265 Other prepaid expenses 17,141 12,013 Total prepaid expenses and other current assets $ 33,668 $ 38,551 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Accrued compensation and related liabilities (1) $ 47,662 $ 54,564 Accrued interest 26,461 12,826 Accrued legal fees 16,299 5,081 Accrued operating expenses 14,482 14,457 Insurance reserves 11,554 10,152 Deferred acquisition payments 3,918 3,578 Accrued cash settled stock-based compensation 23 183 Union pension obligation 6,534 6,629 Other 11,138 12,093 Total accrued expenses and other current liabilities $ 138,071 $ 119,563 (1) Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act. 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 $12.3 million related to the deferral of employer payroll taxes as of March 31, 2022 and December 31, 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Unsecured Notes Senior unsecured notes as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): Senior Unsecured Note Date of Issuance March 31, 2022 December 31, 2021 $500.0 million 5.875% due November 15, 2025 11/4/2020 $ 489,034 $ 488,368 $500.0 million 5.000% due October 1, 2029 8/24/2021 $ 487,199 $ 486,857 The Company pays interest on the Senior Unsecured Notes semi-annually in arrears. Principal payments are not required until the maturity date. 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 March 31, 2022, $23.8 million of unamortized deferred issuance costs was netted against the long-term debt balance on the unaudited condensed consolidated balance sheets. The Company was in compliance with all covenants as of March 31, 2022. Credit Facility On February 3, 2022, the Company entered into a new credit agreement (the “New Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and an issuing bank, Wells Fargo Bank, National Association, as an issuing bank, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents, Deutsche Bank AG New York Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and the other lenders party thereto. The New Credit Agreement provides the Company with a senior secured revolving credit facility (the “New Credit Facility”) in an aggregate principal amount of $325.0 million. The New Credit Facility includes sublimits for swingline loans, letters of credit and alternative currency loans in amounts of up to $25.0 million, $60.0 million and $75.0 million, respectively. The Company did not draw any amount of the New Credit Facility at closing of the New Credit Agreement. At closing of the New Credit Agreement, the Company had $24.0 million of outstanding letters of credit under the New Credit Facility. The proceeds of the New Credit Facility may be used (i) to finance working capital needs of the Company and its subsidiaries and (ii) for general corporate purposes of the Company and its subsidiaries (including to finance capital expenditures, permitted acquisitions and investments). The New Credit Facility replaces the Credit Facility under the Credit Agreement, which was terminated concurrently with the Company's entry into the New Credit Agreement. Under the New Credit Facility the Company has an option to request an increase in the amount of the New Credit Facility or obtain incremental term loans from time to time (on substantially the same terms as apply to the existing facilities) by an aggregate amount of up to $175.0 million, plus an unlimited amount so long as the pro forma secured net leverage ratio does not exceed 3.50:1.00, with either additional commitments from lenders under the New Credit Agreement at such time or new commitments from financial institutions approved by the Company and the administrative agent (which approval is not to be unreasonably withheld), so long as, at the time of any such increase, no default or event of default exists, the representations and warranties of the Company set forth in the New Credit Agreement are true and correct in all material respects and the Company is in pro forma compliance with the financial covenants in the New Credit Agreement. The Company may not be able to access additional funds under this increase option as no lender is obligated to participate in any such increase under the New Credit Facility. The New Credit Facility matures on February 3, 2027. The Company may prepay the New Credit Facility in whole or in part, at any time without premium or penalty, subject to reimbursement of the lenders’ breakage and redeployment costs in connection with prepayments of Term Benchmark loans or RFR loans, each as defined in the New Credit Agreement. The unutilized portion of the commitments under the New Credit Facility may be irrevocably reduced or terminated by the Company at any time without penalty. Interest on the outstanding principal amount of the loans accrues at a per annum rate equal to the Alternate Base Rate, the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted Daily Simple SONIA Rate, as applicable and each as defined in the New Credit Agreement, in each case, plus an applicable margin. The applicable margin ranges from 1.75% to 3.50% in the case of Term Benchmark loans or RFR loans, and 0.75% to 2.50% in the case of the Alternate Base Rate loans, in each case, based on the Company’s total net leverage ratio as defined in the New Credit Agreement. Interest on the loans is payable quarterly in arrears in the case of Alternate Base Rate loans, on the last day of the relevant interest period in the case of Term Benchmark loans, and monthly in arrears in the case of RFR loans. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of the revolving 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. The commitment fee and letter of credit fee range from 0.30% to 0.50% and 1.75% to 3.50%, respectively, in each case, based on the Company’s total net leverage ratio. The New Credit Agreement contains customary representations and warranties, 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 total net leverage and interest coverage covenants. The Company’s obligations under the New Credit Facility are guaranteed by all of the Company’s present and future material domestic subsidiaries, excluding certain material domestic subsidiaries that are excluded from being guarantors pursuant to the terms of the New Credit Agreement. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the New Credit Facility are secured by a first priority lien on substantially all of the Company’s or such guarantor’s respective assets. If an event of default occurs, the required lenders may cause the administrative agent to declare all unpaid principal and any accrued and unpaid interest and all fees and expenses under the New Credit Facility to be immediately due and payable. All amounts outstanding under the New Credit Facility will automatically become due and payable upon the commencement of any bankruptcy, insolvency or similar proceedings. The New Credit Agreement also contains a cross default to any of the Company’s indebtedness having a principal amount in excess of $40.0 million. The Company was in compliance with all covenants under the Credit Agreement as of March 31, 2022 . |
Stock-Based Compensation and Si
Stock-Based Compensation and Similar Arrangements | 3 Months Ended |
Mar. 31, 2022 | |
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. Stock options. The Company recognized stock-based compensation expense for non-qualified stock options (“NQs”) of $0.6 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively, in general and administrative expense. At March 31, 2022, the Company had 323,895 stock options outstanding with a weighted-average exercise price of $93.66. Restricted stock and restricted stock units. The Company recognized stock-based compensation expense for restricted stock awards ("RSAs") and restricted stock units ("RSUs") of $1.1 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively, in general and administrative expense. The Company had 7,344 unvested RSAs and 83,544 unvested RSUs outstanding at March 31, 2022 with a weighted-average grant date fair value of $81.11 and $113.28, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table details the computation of basic and diluted earnings per share (in thousands, except share and per share data): Three months ended March 31, 2022 2021 Numerator: Net income $ 318 $ 18,840 Denominator: Denominator for basic earnings per share -- weighted-average shares 14,023,585 14,158,666 Effect of dilutive securities: Common stock options 74,296 147,227 Restricted stock 25,944 56,333 Performance contingent shares 19,723 — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,143,548 14,362,226 Earnings per share: Basic earnings per share $ 0.02 $ 1.33 Diluted earnings per share $ 0.02 $ 1.31 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: Three months ended March 31, 2022 2021 Stock options to purchase common stock 109,085 24,211 Purchases of Equity Securities On March 8, 2021, the Board of Directors authorized a 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. Through March 31, 2021, 94,235 shares were repurchased under the program for $14.5 million. No repurchase program was authorized as of March 31, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate for continuing operations for the three months ended March 31, 2022 was a benefit of 68.6%. The effective tax rate for continuing operations for the three months ended March 31, 2021 was 23.3%. For the three months ended March 31, 2022, the effective tax rate was higher than the U.S. federal statutory rate of 21.0% primarily due to state income taxes and favorable adjustments related to stock compensation. For the three months ended March 31, 2021, the effective tax rate was higher than the U.S. federal statutory rate of 21.0% primarily due to state income taxes.The 2017 Tax Reform Act reduced the U.S. corporate income tax rate from 35.0% to 21.0% and provided that U.S. NOLs incurred after 2017 could only be carried forward to offset future taxable income. However, pursuant to the CARES Act, which was enacted on March 27, 2020, the Company carried its 2018 NOL back five years. As of March 31, 2022, the Company has received all of the $27.3 million receivable for the 2018 U.S. NOL carryback. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 June 20, 2022, and ModivCare Solutions’ opposition to class certification is due August 2, 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. |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
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. On February 7, 2022, the Company granted Coliseum 1,223 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 unrecognized compensation cost for SEUs is expected to be recognized over a weighted average period of one year. The liability for unvested SEU awards of $0.2 million at December 31, 2021, is reflected in “Accrued expenses and other current liabilities” in the unaudited condensed consolidated balance sheets. There is no material liability for unvested SEU awards as of March 31, 2022. 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. At March 31, 2022, and December 31, 2021, there were no SOEU's outstanding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated events and transactions subsequent to the Company's unaudited condensed consolidated balance sheet date and prior to the date of issuance. Based on this evaluation, the Company is not aware of any events or transactions that occurred subsequent to the unaudited condensed consolidated balance sheet date and prior to the date of issuance that would require recognition or disclosure in these financial statements, other than those noted below. The Company and its insurance carriers have agreed to settle subsequent to the balance sheet date a case arising out of an automobile accident in Texas and this settlement has been accrued on our unaudited condensed consolidated balance sheets as of March 31, 2022 for $8.0 million. The cost of this settlement is covered substantially by the Company’s insurance policies, and thus the liability and related insurance receivables have been accrued, with minimal impact to expense. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses, and certain disclosures in the preparation of these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2021 included in this Form 10-Q has been derived from audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Reclassifications | Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates and Changes in Accounting Estimate | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in Accounting Estimate During the first quarter, the Company completed an assessment of the useful lives of our intangible assets and adjusted the estimated useful life of the Simplura trademarks and trade names intangible asset from 10 years to 3 years and adjusted the estimated useful life of the payor network from 15 years to 10 years effective as of January 1, 2022. This change was driven by strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders Total Care, LLC ("Care Finders"). Based on the intangible asset values as of December 31, 2021, the effect of the change in estimate during the three months ended March 31, 2022 was an increase in amortization expense of $3.6 million, or $0.25 per diluted common share outstanding. |
Grant Income and CARES Act Payroll Deferral | Grant Income The Company has received distributions of the CARES Act PRF of approximately $0.5 million and $2.6 million during the three months ended March 31, 2022 and March 31, 2021, respectively, 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 unaudited condensed consolidated statements of operations. 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 March 31, 2022 and December 31, 2021 under the CARES Act which is recorded in |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted the following accounting pronouncements during the three months ended March 31, 2022: 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. 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 ("ASU 2021-08"). 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. The Company does not expect a material impact to the financial statements upon adoption of the ASU and early adoption will be considered if the standard were to become applicable prior to the effective date of the standard. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 for 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 the payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and the non-compete agreement 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. (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 basis. 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, with the remainder consisting of computer equipment, buildings, and other equipment. The Company valued the personal emergency response system devices, computer equipment and other equipment utilizing the cost approach at $12.7 million. The carrying value of the remainder of the property, plant and equipment, consisting primarily of buildings and land, is assumed to represent the fair value. (5) The allocation of consideration exchanged for 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 the 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. (7) Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of consideration exchanged for 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 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 |
Business Acquisition, Pro Forma Information | Three months ended March 31, 2022 2021 Actual Pro Forma Revenue $ 574,475 $ 514,737 Income from continuing operations, net 318 19,265 Diluted earnings per share $ 0.02 $ 1.34 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021 (in thousands): Three months ended March 31, 2022 NEMT Personal Care RPM Corporate Total Service revenue, net $ 400,920 $ 159,698 $ 13,857 $ — $ 574,475 Grant income (1) — 468 — — 468 Service expense 332,096 122,232 4,987 — 459,315 General and administrative expense 37,333 23,133 4,962 11,380 76,808 Depreciation and amortization 7,105 12,505 4,128 208 23,946 Operating income (loss) $ 24,386 $ 2,296 $ (220) $ (11,588) $ 14,874 Equity in net loss (income) of investee, net of tax $ 65 $ — $ — $ (548) $ (483) Equity investment $ — $ — $ — $ 83,333 $ 83,333 Goodwill $ 135,186 $ 552,833 $ 236,738 $ 30 $ 924,787 Total assets $ 603,875 $ 1,024,013 $ 334,071 $ 151,025 $ 2,112,984 Three months ended March 31, 2021 NEMT Personal Care Corporate Total Service revenue, net $ 343,416 $ 110,194 $ — $ 453,610 Grant income (1) — 2,648 — 2,648 Service expense 272,416 87,917 — 360,333 General and administrative expense 27,987 15,029 11,909 54,925 Depreciation and amortization 7,312 4,927 — 12,239 Operating income (loss) $ 35,701 $ 4,969 $ (11,909) $ 28,761 Equity in net income of investee, net of tax $ — $ — $ (3,241) $ (3,241) Equity investment $ — $ — $ 141,220 $ 141,220 Goodwill $ 135,186 $ 309,711 $ 30 $ 444,927 Total assets $ 589,047 $ 698,985 $ 243,743 $ 1,531,775 (1) Grant income for the Personal Care segment includes provider relief funds received under the CARES Act. These funds are intended to support healthcare providers by reimbursing them for expenses incurred as a result of the COVID-19 pandemic. See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes disaggregated revenue from contracts with customers for the three months ended March 31, 2022 and 2021 by contract type (in thousands): Three months ended March 31, 2022 2021 NEMT capitated contracts $ 335,718 $ 296,235 NEMT FFS contracts 65,202 47,181 Total NEMT segment revenue 400,920 343,416 Personal Care FFS contracts 159,698 110,194 RPM service contracts 13,857 — Total service revenue, net $ 574,475 $ 453,610 Three months ended March 31, 2022 2021 State Medicaid contracts $ 218,142 $ 203,320 Managed Medicaid contracts 285,600 206,294 Managed Medicare contracts 57,135 37,730 Private pay and other contracts 13,598 6,266 Total service revenue, net $ 574,475 $ 453,610 |
Schedule of Accounts Receivable | The following table provides information about accounts receivable, net (in thousands): March 31, 2022 December 31, 2021 Accounts receivable $ 235,589 $ 210,937 Reconciliation contracts receivable (1) 28,785 24,480 Allowance for doubtful accounts (1,785) (2,296) Accounts receivable, net $ 262,589 $ 233,121 (1) Reconciliation contracts receivable primarily represent underpayments and receivables on certain contracts with reconciliation and risk corridor provisions. See the contract payables and receivables activity below. |
Other Account Liabilities | The following table provides information about other revenue related accounts included on the accompanying unaudited condensed consolidated balance sheets (in thousands): March 31, 2022 December 31, 2021 Accrued contract payables (1) $ 314,126 $ 281,586 Long-term contract payables (2) $ 1,893 $ — Deferred revenue, current $ 5,648 $ 4,228 (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 that may be repaid in greater than 12 months. The following table provides the summary activity of total contract payables and receivables as reported within the unaudited condensed consolidated balance sheets (in thousands): December 31, 2021 Additional Amounts Recorded Amounts Paid or Settled March 31, 2022 Reconciliation contract payables $ 22,035 $ 5,283 $ (2,162) $ 25,156 Profit rebate/corridor contract payables 246,424 30,142 (6,341) 270,225 Overpayments and other cash items 13,127 8,937 (1,426) 20,638 Total contract payables $ 281,586 $ 44,362 $ (9,929) $ 316,019 Reconciliation contract receivables $ 24,403 $ 4,973 $ (1,043) $ 28,333 Corridor contract receivables 77 375 — 452 Total reconciliation contract receivables $ 24,480 $ 5,348 $ (1,043) $ 28,785 |
Equity Investment (Tables)
Equity Investment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Current assets $ 131,300 $ 124,081 Long-term assets $ 476,573 $ 482,063 Current liabilities $ 62,238 $ 57,048 Long-term liabilities $ 337,901 $ 340,448 Three months ended March 31, 2022 2021 Revenue $ 85,753 $ 124,042 Operating income $ 2,645 $ 16,092 Net income (loss) $ (1,317) $ 8,613 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets were comprised of the following (in thousands): March 31, 2022 December 31, 2021 Prepaid income taxes $ 8,646 $ 13,848 Deferred financing costs on credit facility 3,789 1,480 Prepaid insurance 2,962 9,487 Inventory 903 1,458 Prepaid rent 227 265 Other prepaid expenses 17,141 12,013 Total prepaid expenses and other current assets $ 33,668 $ 38,551 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued compensation and related liabilities (1) $ 47,662 $ 54,564 Accrued interest 26,461 12,826 Accrued legal fees 16,299 5,081 Accrued operating expenses 14,482 14,457 Insurance reserves 11,554 10,152 Deferred acquisition payments 3,918 3,578 Accrued cash settled stock-based compensation 23 183 Union pension obligation 6,534 6,629 Other 11,138 12,093 Total accrued expenses and other current liabilities $ 138,071 $ 119,563 (1) Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act. 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 $12.3 million related to the deferral of employer payroll taxes as of March 31, 2022 and December 31, 2021. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Senior unsecured notes as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): Senior Unsecured Note Date of Issuance March 31, 2022 December 31, 2021 $500.0 million 5.875% due November 15, 2025 11/4/2020 $ 489,034 $ 488,368 $500.0 million 5.000% due October 1, 2029 8/24/2021 $ 487,199 $ 486,857 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table details the computation of basic and diluted earnings per share (in thousands, except share and per share data): Three months ended March 31, 2022 2021 Numerator: Net income $ 318 $ 18,840 Denominator: Denominator for basic earnings per share -- weighted-average shares 14,023,585 14,158,666 Effect of dilutive securities: Common stock options 74,296 147,227 Restricted stock 25,944 56,333 Performance contingent shares 19,723 — Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion 14,143,548 14,362,226 Earnings per share: Basic earnings per share $ 0.02 $ 1.33 Diluted earnings per share $ 0.02 $ 1.31 |
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: Three months ended March 31, 2022 2021 Stock options to purchase common stock 109,085 24,211 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | Mar. 31, 2022 |
Matrix Investment | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity method investment, ownership percentage | 43.60% |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Basic earnings (loss) per common share (in dollars per share) | $ 0.02 | $ 1.33 | |
Diluted earnings (loss) earnings per common share (in dollars per share) | $ 0.02 | $ 1.31 | |
Grant income | $ 468 | $ 2,648 | |
Accrued cash benefit, due from deferral of payroll taxes | 12,300 | $ 12,300 | |
Intangible Assets, Amortization Period | |||
Disaggregation of Revenue [Line Items] | |||
Amortization | $ 3,600 | ||
Diluted earnings (loss) earnings per common share (in dollars per share) | $ 0.25 | ||
Minimum | Trademarks and trade names | |||
Disaggregation of Revenue [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | 10 years | |
Maximum | Customer Relationships | |||
Disaggregation of Revenue [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | 15 years | |
Grant income | |||
Disaggregation of Revenue [Line Items] | |||
Grant income | $ 500 | $ 2,600 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Sep. 22, 2021 | Sep. 14, 2021 | Mar. 31, 2021 |
CareFinders Total Care | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Business combination, consideration transferred | $ 333,400 | ||
Business combination, consideration transferred, cash from acquisition excluded | 344,800 | ||
Property and equipment | 2,527 | ||
Cash acquired from acquisition | $ 11,400 | ||
Historical interest expense | $ 1,300 | ||
VRI Intermediate Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Business combination, consideration transferred | $ 314,600 | ||
Business combination, consideration transferred, cash from acquisition excluded | 317,500 | ||
Property and equipment | 14,908 | ||
Cash acquired from acquisition | 2,900 | ||
Historical interest expense | $ 1,100 | ||
VRI Intermediate Holdings, LLC | Personal Emergency Response System Devices, Computer Equipment and Other Equipment | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 12,700 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2021 | Sep. 14, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 924,787 | $ 924,787 | $ 444,927 | ||
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 | ||||
Operating right of use asset | 1,939 | ||||
Intangibles | 100,750 | ||||
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) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 344,825 | ||||
Present value of minimum lease payments | 1,900 | ||||
Business combination, indemnification assets, amount as of acquisition date | 200 | ||||
CareFinders Total Care | Pro Forma | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 232,200 | ||||
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 | ||||
Intangibles | 75,590 | ||||
Goodwill | 236,738 | ||||
Accounts payable and accrued liabilities | (1,884) | ||||
Accrued expense | (2,487) | ||||
Deferred revenue | (67) | ||||
Deferred tax liabilities | (17,491) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 317,518 | ||||
VRI Intermediate Holdings, LLC | Pro Forma | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 236,700 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 22, 2021 | Sep. 14, 2021 |
CareFinders Total Care | ||
Business Acquisition [Line Items] | ||
Value | $ 100,750 | |
CareFinders Total Care | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Useful Life | 7 years | |
Value | $ 97,200 | |
CareFinders Total Care | Trademarks and trade names | ||
Business Acquisition [Line Items] | ||
Useful Life | 3 years | |
Value | $ 1,950 | |
CareFinders Total Care | Non-compete agreement | ||
Business Acquisition [Line Items] | ||
Useful Life | 5 years | |
Value | $ 1,600 | |
VRI Intermediate Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Value | $ 75,590 | |
VRI Intermediate Holdings, LLC | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Useful Life | 7 years | |
Value | $ 72,150 | |
VRI Intermediate Holdings, LLC | Trademarks and trade names | ||
Business Acquisition [Line Items] | ||
Useful Life | 3 years | |
Value | $ 890 | |
VRI Intermediate Holdings, LLC | Software | ||
Business Acquisition [Line Items] | ||
Useful Life | 3 years | |
Value | $ 2,550 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Business Acquisitions - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 574,475 | $ 514,737 |
Income from continuing operations, net | $ 318 | $ 19,265 |
Diluted earnings (loss) per share (in USD per share) | $ 0.02 | $ 1.34 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segments - Segments (Details)
Segments - Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Service revenue, net | $ 574,475 | $ 453,610 | |
Grant income | 468 | 2,648 | |
Service expense | 459,315 | 360,333 | |
General and administrative expense | 76,808 | 54,925 | |
Depreciation and amortization | 23,946 | 12,239 | |
Operating income | 14,874 | 28,761 | |
Equity in net loss (income) of investee, net of tax | (483) | (3,241) | |
Equity investment | 83,333 | 141,220 | $ 83,069 |
Goodwill | 924,787 | 444,927 | 924,787 |
Total assets | 2,112,984 | 1,531,775 | $ 2,027,425 |
NEMT | |||
Segment Reporting Information [Line Items] | |||
Service revenue, net | 400,920 | 343,416 | |
Grant income | 0 | 0 | |
Service expense | 332,096 | 272,416 | |
General and administrative expense | 37,333 | 27,987 | |
Depreciation and amortization | 7,105 | 7,312 | |
Operating income | 24,386 | 35,701 | |
Equity in net loss (income) of investee, net of tax | 65 | 0 | |
Equity investment | 0 | 0 | |
Goodwill | 135,186 | 135,186 | |
Total assets | 603,875 | 589,047 | |
Personal Care | |||
Segment Reporting Information [Line Items] | |||
Service revenue, net | 159,698 | 110,194 | |
Grant income | 468 | 2,648 | |
Service expense | 122,232 | 87,917 | |
General and administrative expense | 23,133 | 15,029 | |
Depreciation and amortization | 12,505 | 4,927 | |
Operating income | 2,296 | 4,969 | |
Equity in net loss (income) of investee, net of tax | 0 | 0 | |
Equity investment | 0 | 0 | |
Goodwill | 552,833 | 309,711 | |
Total assets | 1,024,013 | 698,985 | |
RPM | |||
Segment Reporting Information [Line Items] | |||
Service revenue, net | 13,857 | ||
Grant income | 0 | ||
Service expense | 4,987 | ||
General and administrative expense | 4,962 | ||
Depreciation and amortization | 4,128 | ||
Operating income | (220) | ||
Equity in net loss (income) of investee, net of tax | 0 | ||
Equity investment | 0 | ||
Goodwill | 236,738 | ||
Total assets | 334,071 | ||
Corporate | |||
Segment Reporting Information [Line Items] | |||
Service revenue, net | 0 | 0 | |
Grant income | 0 | 0 | |
Service expense | 0 | 0 | |
General and administrative expense | 11,380 | 11,909 | |
Depreciation and amortization | 208 | 0 | |
Operating income | (11,588) | (11,909) | |
Equity in net loss (income) of investee, net of tax | (548) | (3,241) | |
Equity investment | 83,333 | 141,220 | |
Goodwill | 30 | 30 | |
Total assets | $ 151,025 | $ 243,743 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | $ 574,475 | $ 453,610 |
NEMT capitated contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 218,142 | 203,320 |
NEMT FFS contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 285,600 | 206,294 |
Medicare And Medicaid Agency Contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 57,135 | 37,730 |
Private Pay and Other Contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 13,598 | 6,266 |
NEMT | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 400,920 | 343,416 |
NEMT | NEMT capitated contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 335,718 | 296,235 |
NEMT | NEMT FFS contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 65,202 | 47,181 |
Personal Care | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 159,698 | 110,194 |
Personal Care | Personal Care FFS contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | 159,698 | 110,194 |
Personal Care | RPM service contracts | ||
Disaggregation of Revenue [Line Items] | ||
Total service revenue, net | $ 13,857 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
NEMT | ||
Deferred Revenue | ||
Performance obligation satisfied in previous period | $ 1.2 | $ 3.3 |
One US State | Revenue Benchmark | Government Contracts Concentration Risk | NEMT | Continuing Operations | ||
Deferred Revenue | ||
Concentration risk, percentage | 10.40% | 8.80% |
One US State | Revenue Benchmark | Government Contracts Concentration Risk | Personal Care | Continuing Operations | ||
Deferred Revenue | ||
Concentration risk, percentage | 17.40% | 28.50% |
One US State | Revenue Benchmark | Government Contracts Concentration Risk | RPM | Continuing Operations | ||
Deferred Revenue | ||
Concentration risk, percentage | 22.30% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 235,589 | $ 210,937 |
Reconciliation contracts receivable | 28,785 | 24,480 |
Allowance for doubtful accounts | (1,785) | (2,296) |
Accounts receivable, net | $ 262,589 | $ 233,121 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Other Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized | $ 314,126 | $ 281,586 | |
Long-term contract payable | 0 | $ 1,893 | |
Deferred revenue, current | $ 4,228 | $ 5,648 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Contract Payables and Receivables (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | $ 281,586 |
Contract with customer, liability, additional amounts recorded | 44,362 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (9,929) |
Contract with customer, liability end of period | 316,019 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 24,480 |
Contract with customer, asset, additional amounts recorded | 5,348 |
Contract with customer, asset, cumulative catch-up adjustment to revenue, modification of contract | (1,043) |
Contract with customer, asset, after allowance for credit loss end of period | 28,785 |
Reconciliation Contract | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 22,035 |
Contract with customer, liability, additional amounts recorded | 5,283 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (2,162) |
Contract with customer, liability end of period | 25,156 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 24,403 |
Contract with customer, asset, additional amounts recorded | 4,973 |
Contract with customer, asset, cumulative catch-up adjustment to revenue, modification of contract | (1,043) |
Contract with customer, asset, after allowance for credit loss end of period | 28,333 |
Profit Rebate Contract Payable | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 246,424 |
Contract with customer, liability, additional amounts recorded | 30,142 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (6,341) |
Contract with customer, liability end of period | 270,225 |
Summary of Receivables [Roll Forward] | |
Contract with customer, asset, after allowance for credit loss beginning of period | 77 |
Contract with customer, asset, additional amounts recorded | 375 |
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 | 452 |
Overpayments and Other Cash Items | |
Summary of Contract Payables [Roll Forward] | |
Contract with customer, liability beginning of period | 13,127 |
Contract with customer, liability, additional amounts recorded | 8,937 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract | (1,426) |
Contract with customer, liability end of period | $ 20,638 |
Equity Investment - Narrative (
Equity Investment - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Operating income | $ 14,874,000 | $ 28,761,000 | |
Net income | 318,000 | 18,840,000 | |
Equity investment | $ 83,333,000 | 141,220,000 | $ 83,069,000 |
Matrix | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 43.60% | 43.60% | |
Impairment | $ 0 | 0 | $ 111,400,000 |
Operating income | 800,000 | 4,500,000 | |
Net income | 500,000 | $ 3,200,000 | |
Equity investment | $ 83,300,000 | $ 83,100,000 |
Equity Investment - Summary of
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule of Investments [Line Items] | |||
Current assets | $ 509,057 | $ 409,834 | |
Current liabilities | 612,943 | 527,234 | |
Service revenue, net | 574,475 | $ 453,610 | |
Operating income | 14,874 | 28,761 | |
Net income (loss) | 318 | 18,840 | |
Matrix | |||
Schedule of Investments [Line Items] | |||
Current assets | 131,300 | 124,081 | |
Long-term assets | 476,573 | 482,063 | |
Current liabilities | 62,238 | 57,048 | |
Long-term liabilities | 337,901 | $ 340,448 | |
Service revenue, net | 85,753 | 124,042 | |
Operating income | 2,645 | 16,092 | |
Net income (loss) | $ (1,317) | $ 8,613 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid income taxes | $ 8,646 | $ 13,848 |
Deferred financing costs on credit facility | 3,789 | 1,480 |
Prepaid insurance | 2,962 | 9,487 |
Inventory | 903 | 1,458 |
Prepaid rent | 227 | 265 |
Other prepaid expenses | 17,141 | 12,013 |
Total prepaid expenses and other current assets | $ 33,668 | $ 38,551 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related liabilities | $ 47,662 | $ 54,564 |
Accrued interest | 26,461 | 12,826 |
Accrued legal fees | 16,299 | 5,081 |
Accrued operating expenses | 14,482 | 14,457 |
Insurance reserves | 11,554 | 10,152 |
Deferred acquisition payments | 3,918 | 3,578 |
Accrued cash settled stock-based compensation | 23 | 183 |
Union pension obligation | 6,534 | 6,629 |
Other | 11,138 | 12,093 |
Total accrued expenses and other current liabilities | 138,071 | 119,563 |
Accrued cash benefit, due from deferral of payroll taxes | $ 12,300 | $ 12,300 |
Debt - Long Term Debt Instrumen
Debt - Long Term Debt Instruments (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Unsecured Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000 | |
Interest rate, stated percentage | 5.875% | |
Long-term debt, gross | $ 489,034 | $ 488,368 |
Unsecured Notes Due 2029 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000 | |
Interest rate, stated percentage | 5.00% | |
Long-term debt, gross | $ 487,199 | $ 486,857 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Feb. 03, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Deferred financing fees | $ 23,767 | $ 24,775 | |
Letters of credit outstanding, amount | $ 24,000 | ||
Line of credit facility additional maximum borrowing capacity | $ 175,000 | ||
Debt instrument, covenant, maximum indebtedness principal amount | 40,000 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 325,000 | ||
Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee percentage | 3.50% | ||
Revolving Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee percentage | 1.75% | ||
Bridge Loan | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 25,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 60,000 | ||
Letter of Credit | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, pro forma net leverage ratio | 350.00% | ||
Alternative Currency Loan | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 75,000 | ||
Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Unamortized debt issuance expense | $ 23,800 | ||
New Credit Agreement | Maximum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee percentage | 0.50% | ||
New Credit Agreement | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.50% | ||
New Credit Agreement | Maximum | Alternate Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
New Credit Agreement | Minimum | |||
Line of Credit Facility [Line Items] | |||
Unused capacity, commitment fee percentage | 0.30% | ||
New Credit Agreement | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
New Credit Agreement | Minimum | Alternate Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
2025 Senior Notes | Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Deferred financing fees | $ 14,500 | ||
2029 Senior Notes | Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Deferred financing fees | $ 13,500 |
Stock-Based Compensation and _2
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition | 3 years | |
Common stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 600 | $ 500 |
Stock options outstanding (in shares) | 323,895 | |
Weighted-average exercise price (in usd per share) | $ 93.66 | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 1,100 | 1,100 |
Shares of unvested RSAs outstanding (in shares) | 7,344 | |
Weighted-average grant date fair value (in usd per share) | $ 81.11 | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 800 | $ 800 |
Shares of unvested RSAs outstanding (in shares) | 83,544 | |
Weighted-average grant date fair value (in usd per share) | $ 113.28 | |
Performance contingent shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 300 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income | $ 318 | $ 18,840 |
Denominator: | ||
Denominator for basic earnings per share -- weighted-average shares | 14,023,585 | 14,158,666 |
Effect of dilutive securities: | ||
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) | 14,143,548 | 14,362,226 |
Earnings per share: | ||
Basic earnings (loss) per common share (in dollars per share) | $ 0.02 | $ 1.33 |
Diluted earnings (loss) earnings per common share (in dollars per share) | $ 0.02 | $ 1.31 |
Common stock options | ||
Effect of dilutive securities: | ||
Common stock options (in shares) | 74,296 | 147,227 |
Restricted stock | ||
Effect of dilutive securities: | ||
Common stock options (in shares) | 25,944 | 56,333 |
Performance contingent shares | ||
Effect of dilutive securities: | ||
Common stock options (in shares) | 19,723 | 0 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 109,085 | 24,211 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 08, 2021 | |
Earnings Per Share [Abstract] | |||
Stock repurchase program, authorized amount | $ 75,000 | ||
Stock repurchase plan (in shares) | 94,235 | ||
Treasury stock, value, acquired, cost method | $ 14,500 | $ 14,450 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 68.60% | 23.30% |
Income taxes receivable | $ 27.3 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 07, 2022 | Aug. 12, 2021 | Sep. 11, 2014 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, cash settlement | $ 27.8 | ||||
Accrued Expenses | Long Term Incentive Plan 2006 | |||||
Related Party Transaction [Line Items] | |||||
Liability for unexercised cash settled share-based payment awards | $ 0.2 | ||||
Stock Equivalent Unit Awards and Stock Option Equivalent Units | |||||
Related Party Transaction [Line Items] | |||||
Awards granted (in shares) | 1,223 | ||||
Stock Option Equivalent Units | |||||
Related Party Transaction [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 1 year | ||||
Stock Option Equivalent Units | Coliseum Capital Mgmt. | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Exercise of employee stock options (in shares) | 200,000 | ||||
Share-based compensation arrangements by share-based payment award, options, exercises in period, weighted average exercise price (in dollars per share) | $ 182.73 | $ 43.81 | |||
Stock options outstanding (in shares) | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 04, 2022USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Insurance Settlements Receivable | $ 8 |