MODIVCARE INC, 10-K filed on 3/1/2022
Annual Report
v3.22.0.1
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Feb. 21, 2022
Jun. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2021    
Document Transition Report false    
Entity File Number 001-34221    
Entity Registrant Name ModivCare Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 86-0845127    
Entity Address, Address Line One 6900 Layton Avenue    
Entity Address, Address Line Two 12th Floor    
Entity Address, City or Town Denver    
Entity Address, State or Province CO    
Entity Address, Postal Zip Code 80237    
City Area Code 303    
Local Phone Number 728-7030    
Title of 12(b) Security Common Stock, $0.001 par value per share    
Trading Symbol MODV    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 2,359.3
Entity Common Stock, Shares Outstanding   19,444,356  
Documents Incorporated by Reference The following documents are incorporated by reference into Part III of this Annual Report on Form 10-K: the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission under cover of Schedule 14A with respect to the registrant’s 2022 Annual Meeting of Stockholders; provided, however, that if such proxy statement is not filed on or before April 30, 2022, such information will be included in an amendment to this Annual Report on Form 10-K filed on or before such date.    
Entity Central Index Key 0001220754    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
 12 Months Ended
Dec. 31, 2021
Audit Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Atlanta, Georgia
Auditor Firm ID 185
v3.22.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 133,139 $ 183,281
Accounts receivable, net of allowance of $2,296 and $2,403, respectively 233,121 197,943
Other receivables 4,740 5,586
Prepaid expenses and other current assets 38,551 32,643
Restricted cash 283 75
Total current assets 409,834 419,528
Property and equipment, net 53,549 27,544
Goodwill 924,787 444,927
Payor network, net 425,516 292,762
Other intangible assets, net 64,697 52,890
Equity investment   137,466
Operating lease assets 43,750 30,928
Other assets 22,223 19,868
Total assets 2,027,425 1,425,913
Current liabilities:    
Accounts payable 8,690 8,464
Accrued contract payables 281,586 101,705
Accrued transportation costs 103,294 79,674
Accrued expenses and other current liabilities 119,563 116,620
Current portion of operating lease liabilities 9,873 8,277
Deferred revenue 4,228 2,923
Total current liabilities 527,234 317,663
Long-term debt, net of deferred financing costs of $24,775 and $14,020, respectively 975,225 485,980
Deferred tax liabilities 94,611 92,195
Long-term contract payables 0 72,183
Operating lease liabilities, less current portion 34,524 23,437
Other long-term liabilities 22,564 22,844
Total liabilities 1,654,158 1,014,302
Commitments and contingencies (Note 20)
Stockholders’ equity    
Common stock: Authorized 40,000,000 shares; $0.001 par value; 19,589,422 and 19,570,598, respectively, issued and outstanding (including treasury shares) 20 20
Additional paid-in capital 430,449 421,318
Retained earnings 211,829 218,414
Treasury shares, at cost, 5,568,983 and 5,287,283 shares, respectively (269,031) (228,141)
Total stockholders’ equity 373,267 411,611
Total liabilities and stockholders’ equity $ 2,027,425 $ 1,425,913
v3.22.0.1
Consolidated Balance Sheets - Parenthetical - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Allowance for credit loss $ 2,296 $ 2,403
Debt issuance costs, net $ 24,775 $ 14,020
Common stock, shares authorized 40,000,000 40,000,000
Common stock, par (in dollars per share) $ 0.001 $ 0.001
Common stock, shares, outstanding 19,589,422 19,570,598
Common stock, shares, issued 19,589,422 19,570,598
Treasury stock (in shares) 5,568,983 5,287,283
v3.22.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]      
Service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944
Grant income (Note 2) 5,441 0 0
Operating expenses:      
Service expense 1,584,298 1,078,795 1,401,152
General and administrative expense 271,266 140,539 67,244
Depreciation and amortization 56,998 26,183 16,816
Total operating expenses 1,912,562 1,245,517 1,485,212
Operating income 89,771 123,158 24,732
Other expenses (income):      
Interest expense, net 49,081 17,599 850
Other income 0 0 (277)
Income from continuing operations before income taxes and equity method investment 40,690 105,559 24,159
Provision for income taxes 8,729 22,356 6,861
Equity in net (income) loss of investee, net of tax 38,250 (6,411) 22,251
Income (loss) from continuing operations, net of tax (6,289) 89,614 (4,953)
Income (loss) from discontinued operations, net of tax (296) (778) 5,919
Net income (loss) (6,585) 88,836 966
Net income (loss) available to common stockholders (Note 17) $ (6,585) $ 32,471 $ (3,437)
Basic earnings (loss) per common share:      
Continuing operations (in dollars per share) $ (0.45) $ 2.45 $ (0.72)
Discontinued operations (in dollars per share) (0.02) (0.06) 0.46
Basic (loss) earnings per common share (in dollars per share) (0.47) 2.39 (0.26)
Diluted earnings (loss) per common share:      
Continuing operations (in dollars per share) (0.45) 2.43 (0.72)
Discontinued operations (in dollars per share) (0.02) (0.06) 0.46
Diluted earnings (loss) per common share (in dollars per share) $ (0.47) $ 2.37 $ (0.26)
Weighted-average number of common shares outstanding:      
Basic (in shares) 14,054,060 13,567,323 12,958,713
Diluted (in shares) 14,054,060 13,683,308 12,958,713
v3.22.0.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In
Retained Earnings
Treasury Stock
Beginning Balance (in shares) at Dec. 31, 2018   17,784,769     4,970,093
Beginning Balance at Dec. 31, 2018 $ 310,998 $ 18 $ 334,744 $ 187,127 $ (210,891)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) attributable to parent 966     966  
Stock-based compensation 5,260   5,260    
Deferred stock units (DSUs) (in shares)   4,803      
Deferred stock units (DSUs) 156   156    
Exercise of employee stock options (in shares)   219,054      
Exercise of employee stock options 10,986   10,986    
Restricted stock issued (in shares)   55,530     13,268
Restricted stock forfeited (852)   (43)   $ (809)
Shares issued for bonus settlement and director stipends   2,542      
Shares issued for bonus settlement and director stipends $ 154   154    
Stock repurchase plan (in shares) 105,421       105,421
Stock repurchase plan $ (5,988)       $ (5,988)
Conversion of convertible preferred stock to common stock (in shares)   7,065      
Conversion of convertible preferred stock to common stock 315   272 43  
Convertible preferred stock dividends (4,403)     (4,403)  
Ending Balance (in shares) at Dec. 31, 2019   18,073,763     5,088,782
Ending Balance at Dec. 31, 2019 317,592 $ 18 351,529 183,733 $ (217,688)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) attributable to parent 88,836     88,836  
Stock-based compensation 3,776   3,776    
Exercise of employee stock options (in shares)   372,478      
Exercise of employee stock options 25,414 $ 1 25,413    
Restricted stock issued (in shares)   108,907     2,824
Restricted stock forfeited (267)       $ (267)
Shares issued for bonus settlement and director stipends   7,044      
Shares issued for bonus settlement and director stipends $ 154   154    
Stock repurchase plan (in shares) 195,677       195,677
Stock repurchase plan $ (10,186)       $ (10,186)
Conversion of convertible preferred stock to common stock (in shares)   82,839      
Conversion of convertible preferred stock to common stock (2,804)   3,191 (5,995)  
Conversion of convertible preferred stock to common stock pursuant to Conversion Agreement (in shares)   925,567      
Conversion of convertible preferred stock pursuant to Conversion Agreement (8,916) $ 1 37,255 (46,172)  
Convertible preferred stock dividends (1,988)     (1,988)  
Ending Balance (in shares) at Dec. 31, 2020   19,570,598     5,287,283
Ending Balance at Dec. 31, 2020 411,611 $ 20 421,318 218,414 $ (228,141)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) attributable to parent (6,585)     (6,585)  
Stock-based compensation 5,663   5,663    
Exercise of employee stock options (in shares)   51,798      
Exercise of employee stock options 3,227   3,227    
Restricted stock issued (in shares)   (34,472)      
Performance restricted stock issued (in shares)         5,432
Restricted stock surrendered for employee tax payment (896)       $ (896)
Shares issued for bonus settlement and director stipends   1,498      
Shares issued for bonus settlement and director stipends $ 241   241    
Stock repurchase plan (in shares) 276,268       276,268
Stock repurchase plan $ (39,994)       $ (39,994)
Ending Balance (in shares) at Dec. 31, 2021   19,589,422     5,568,983
Ending Balance at Dec. 31, 2021 $ 373,267 $ 20 $ 430,449 $ 211,829 $ (269,031)
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating activities      
Net income (loss) $ (6,585) $ 88,836 $ 966
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 12,747 9,488 10,582
Amortization 44,251 16,694 6,234
Provision for doubtful accounts (2,296) (3,530) 4,078
Stock-based compensation 5,904 3,930 5,414
Deferred income taxes (17,691) 11,919 71
Amortization of deferred financing costs and debt discount 2,730 921 293
Equity in net (income) loss of investee 53,092 (8,860) 29,685
Reduction of right-of-use assets 11,330 9,238 10,133
Changes in operating assets and liabilities, net of effects of acquisitions:      
Accounts receivable and other receivables (11,453) 55,885 (29,928)
Prepaid expenses and other assets (7,587) (12,609) (9,502)
Income tax refunds on sale of business 0 (10,273) 30,822
Insurance programs 5,426 2,056 809
Accrued contract payables 107,698 158,182 5,950
Accounts payable and accrued expenses (23,460) 33,328 (10,094)
Accrued transportation costs 23,620 (7,389) 2,175
Deferred revenue 1,239 (176) (1,298)
Other long-term liabilities (12,125) 795 4,550
Net cash provided by operating activities 186,840 348,435 60,940
Investing activities      
Purchase of property and equipment (21,316) (12,150) (10,858)
Acquisitions, net of cash acquired (664,309) (622,862) 0
Net cash used in investing activities (685,625) (635,012) (10,858)
Financing activities      
Proceeds from debt 625,000 737,000 12,000
Repayment of debt (125,000) (237,000) (12,000)
Repurchase of common stock, for treasury (39,994) (10,186) (6,797)
Payment of debt issuance costs (13,486) (15,633) 0
Proceeds from common stock issued pursuant to stock option exercise 3,227 25,413 11,142
Restricted stock surrendered for employee tax payment (896) (267) 0
Preferred stock redemption payment 0 (88,771) 0
Preferred stock dividends 0 (1,987) (4,403)
Other financing activities 0 (309) (718)
Net cash provided by (used in) financing activities 448,851 408,260 (776)
Net change in cash, cash equivalents and restricted cash (49,934) 121,683 49,306
Cash, cash equivalents and restricted cash at beginning of period 183,356 61,673 12,367
Cash, cash equivalents and restricted cash at end of period 133,422 183,356 61,673
Supplemental cash flow information      
Cash paid for interest 32,178 2,192 1,261
Cash paid (received) for income taxes 13,021 21,766 (30,037)
Assets acquired under operating leases 24,152 19,992 6,787
Acquisitions:      
Purchase price 678,655 644,044 0
Less:      
Cash acquired (14,346) (21,182) 0
Acquisitions, net of cash acquired $ 664,309 $ 622,862 $ 0
v3.22.0.1
Organization and Basis of Presentation
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
 
Description of Business

ModivCare Inc. ("ModivCare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their patients. Its value-based solutions address the social determinants of health, or SDoH, enable greater access to care, reduce costs, and improve outcomes. ModivCare is a provider of non-emergency medical transportation, or NEMT, personal care, and remote patient monitoring, or RPM, solutions. The technology-enabled operating model includes NEMT core competencies in risk underwriting, contact center management, network credentialing, claims management and non-emergency medical transportation management. Additionally, its personal care services include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting, including senior citizens and disabled adults. ModivCare’s remote patient monitoring services include personal emergency response systems, vitals monitoring and data-driven patient engagement solutions. ModivCare is further expanding its offerings to include meal delivery and working with communities to provide food-insecure individuals delivery of meals.

ModivCare’s solutions help health plans manage risks, close care gaps, reduce costs, and connect members to care. Through the combination of its historical NEMT business, its in-home personal care business that consists of Simplura Health Group and Care Finders Total Care LLC, and its recent addition of the remote patient monitoring business through its acquisition of VRI Intermediate Holdings, LLC, ModivCare has united four complementary healthcare businesses that serve similar, highly vulnerable patient populations.

On May 6, 2020, ModivCare acquired all of the outstanding equity of National MedTrans, LLC, or NMT, a New York limited liability company and provider of non-emergency medical transportation services under contractual relationships.

On November 18, 2020, ModivCare acquired all of the outstanding equity of OEP AM, Inc., a Delaware corporation doing business as Simplura Health Group, or Simplura, which formed the foundation of our personal care business and Personal Care segment.

On May 6, 2021, ModivCare acquired the WellRyde software from nuVizz, Inc., or nuVizz, a Georgia corporation and technology provider of Advanced Transportation Management Systems software enabling routing, automated trip assignments and real-time network monitoring.

On September 14, 2021, ModivCare acquired Care Finders Total Care LLC, or Care Finders, a personal care provider in the Northeast, with a scaled presence in New Jersey, Pennsylvania, and Connecticut, as an addition to the Personal Care segment.

On September 22, 2021, ModivCare acquired VRI Intermediate Holdings, LLC, or VRI, a provider of remote patient monitoring and data-driven patient engagement solutions.

See Note 3, Acquisitions, for further information regarding the above acquisitions.

ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand and which we refer to as “Matrix”. Matrix maintains a national network of community-based clinicians who deliver in-home and on-site services, and a fleet of mobile health clinics that provide community-based care with advanced diagnostic capabilities and enhanced care options. Matrix’s clinical care business ("Clinical Care") provides risk adjustment solutions that improve health outcomes for individuals and financial performance for health plans. Matrix’s clinical solutions business ("Clinical Solutions") provides employee health and wellness services focused on improving employee health with worksite certification solutions that reinforce business resilience and safe return-to-work outcomes. Its Clinical Solutions offerings also provide clinical trial services which support the delivery of safe and effective decentralized clinical trial operations to patients and eligible volunteers. Matrix also provides lab services, including services related to COVID-19 such as screening, testing, and vaccinations.
 
Basis of Presentation
 
The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars unless otherwise noted.

The Company accounts for its investment in Matrix using the equity method, as the Company does not control the decision-making process or business management practices of Matrix. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on the management of Matrix to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from Matrix’s independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by Matrix that would have a material effect on the Company’s consolidated financial statements. See Note 7, Equity Investment, for further information.

Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation.

Impact of the COVID-19 Pandemic

Since March 2020, the COVID-19 pandemic and the measures enacted by state and government officials to contain COVID-19 or slow its spread have had an ongoing adverse impact on the Company’s business, as well as its patients, communities, and employees. With ongoing uncertainties around the duration and magnitude of the pandemic, especially when considering current mutations of COVID-19, including the Delta and Omicron variants, which may increase reported rates of COVID-19 cases and may give rise to future mutations that are more resistant to the two Federal Drug Administration ("FDA") approved vaccines, the ultimate impact to the business remains uncertain. Accordingly, the COVID-19 pandemic could continue to have an adverse impact on the Company's financial statements with potential for (i) labor shortages or other disruptions that impact our ability to provide services, and (ii) decreased member comfort leaving the house to obtain transportation for non-emergency medical purposes; among other things. Despite ongoing uncertainties, the Company’s priorities throughout the COVID-19 pandemic remain intact with emphasis on protecting the health and safety of its employees, maximizing the availability of its services and products to support the SDoH, and supporting the operational and financial stability of its business.

Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the CARES Act. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund ("Provider Relief Fund" or "PRF").
v3.22.0.1
Significant Accounting Policies and Recent Accounting Pronouncements
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Significant Accounting Policies and Recent Accounting Pronouncements Significant Accounting Policies and Recent Accounting Pronouncements
 
Principles of Consolidation
 
The accompanying consolidated financial statements include ModivCare Inc., its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts.
 
Accounting Estimates
 
The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; and loss reserves for reinsurance and self-funded insurance programs.

Cash and Cash Equivalents
 
Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less. Investments in cash equivalents are carried at cost, which approximates fair value. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of the federally insured limits.
 
Accounts Receivable and Allowance for Doubtful Accounts

The Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected due to credit risk. In order to establish the amount of the allowance related to the credit risk of accounts receivable, the Company considers information related to receivables that are past due, past loss experience, current and forecasted economic conditions, and other relevant factors. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect.

The Company’s bad debt expense from continuing operations for the years ended December 31, 2021, 2020 and 2019 was $1.7 million, $0.6 million and $3.2 million, respectively.

Business Combinations
 
The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations, with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Acquisitions, for further discussion of the Company’s acquisitions.
 
Property and Equipment
 
Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset to the Company. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense.

Recoverability of Goodwill
 
In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews goodwill for impairment annually, or more frequently if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal
factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform our annual goodwill impairment test as of October 1.

First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value.
 
The fair value of the Company's reporting units is estimated using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit.

Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets
 
Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 2 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment, the Company reviews the carrying value of long-lived assets or groups of assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset or group of assets is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or group of assets or significant declines in the observable market value of an asset or group of assets. The presence or occurrence of those events indicates that an asset or group of assets may be impaired. In those cases, the Company assesses the recoverability of an asset or group of assets by determining whether the carrying value of the asset or group of assets exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or the primary asset in the group of assets. If such testing indicates the carrying value of the asset or group of assets is not recoverable, the Company estimates the fair value of the asset or group of assets using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets or groups of assets is less than carrying value, the Company records an impairment loss equal to the excess of the carrying value over the estimated fair value.

Accrued Transportation Costs
 
The Company generally contracts with third-party providers to provide transportation. The cost of transportation is recorded in the month the services are rendered, based upon contractual rates and mileage estimates. Transportation providers provide invoices once the trip is completed. Any trips that have not been invoiced require an accrual, based upon the expected cost as well as an estimate for cancellations, as the Company is generally only obligated to pay the transportation provider for completed trips. These estimates are based upon the historical trend associated with each contract’s population and the transportation provider network servicing the program. There may be differences between actual invoiced amounts and estimated costs, and any resulting adjustments are included in expense. Accrued transportation costs were $103.3 million and $79.7 million at December 31, 2021 and 2020, respectively.
 
Deferred Financing Costs and Debt Discounts
 
The Company capitalizes costs incurred in connection with its credit facilities and other borrowings, referred to as deferred financing costs, and amortizes such costs over the life of the respective credit facility or other borrowings. Costs associated with the revolving facility are capitalized as deferred financing costs and included in "Prepaid expenses and other current assets" on the consolidated balance sheets. Costs associated with term loans are capitalized and included as a reduction to the debt balance on the consolidated balance sheets. Deferred financing costs for the revolving loan, net of amortization, totaled $1.4 million and $1.5 million as of December 31, 2021 and 2020, respectively. Debt discounts for the $500.0 million
senior unsecured notes due 2025 of $11.6 million and $14.0 million are netted against the carrying balance of the long-term debt on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Debt discounts for the $500.0 million senior unsecured notes due 2029 of $13.1 million are netted against the carrying balance of the long-term debt on the consolidated balance sheet as of December 31, 2021.
 
Revenue Recognition

Under ASC 606, the Company recognizes revenue as it transfers promised services to its customers and generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time.

The Company holds different contract types under its different segments of business. In the NEMT segment, there are both capitated contracts, under which payors pay a fixed amount monthly per eligible member, and fee-for-service ("FFS"), under which the Company bills and collects a specified amount for each service that is provided. Personal Care contracts are also FFS, and service revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. See further information in Note 5, Revenue Recognition.

Grant Income

The Company received distributions from the CARES Act PRF of approximately $5.4 million during the year ended December 31, 2021, targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments are required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. The Company recognizes grant payments as grant income when there is reasonable assurance that it has complied with the conditions associated with the grant. Grant income recognized by the Company is presented in grant income in the accompanying condensed consolidated statements of operations. HHS guidance related to PRF grant funds is still evolving and subject to change. The Company is continuing to monitor the reporting requirements as they evolve.

CARES Act Payroll Deferral

The CARES Act also provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet.

Stock-Based Compensation
 
The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value.
•The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of restricted stock awards or units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period.
•The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the cumulative compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date.
•The Company also is authorized under its Incentive Plan to issue performance-based RSUs. Such awards, when issued, vest upon achievement of pre-established company specific performance conditions and a service period. The fair value of the performance-based RSU awards is determined based on the closing market price of the Company’s Common Stock on the grant date and an assessment of the probability the performance targets will be achieved. The expense for such awards would be recognized over the requisite service period.
Income Taxes
 
Deferred income taxes are determined by the asset and liability method in accordance with ASC Topic 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The net amount of deferred tax liabilities and assets, net of the valuation allowance, is presented as noncurrent in the Company's consolidated balance sheets.

Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.
 
The Company has recorded a valuation allowance which includes amounts for certain carryforwards and deferred tax assets, as more fully described in Note 19, Income Taxes, for which the Company has concluded that it is more likely than not that these carryforwards and deferred tax assets will not be realized in the ordinary course of operations.
 
The Company recognizes interest and penalties related to income taxes as a component of income tax expense.

The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements.

On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted. See Note 19, Income Taxes, for a discussion of the impact on the Company from these acts.
 
Loss Reserves for Certain Reinsurance Programs
 
The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under certain reinsurance programs. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to these reinsurance policies, including the estimated losses in excess of insured limits, which would be reimbursed to the Company to the extent such losses were incurred.  As of December 31, 2021 and 2020, the Company had reserves of $8.3 million and $6.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies. The gross reserve as of December 31, 2021 and 2020 of $22.3 million and $15.1 million, respectively, is classified as other long-term liabilities in the consolidated balance sheets.  The estimated amount to be reimbursed to the Company as of December 31, 2021 and 2020 was $14.0 million and $8.8 million, respectively, and is classified as other long-term assets in the consolidated balance sheets. The increase in these amounts from 2020 to 2021 is largely attributable to the coverage of the Simplura business under our insurance programs.
 
The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. 

Self-Funded Insurance Programs
The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $0.3 million per person, subject to an aggregating stop-loss limit of $0.4 million. In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2021 and 2020, the Company had $1.9 million and $2.0 million, respectively, in reserves for its self-funded health insurance programs. The reserves are classified as “accrued expenses and other current liabilities” in the consolidated balance sheets.
 
Discontinued Operations
 
In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. Discontinued operations currently consists of minimal activity related to our former WD services segment, disposed of in 2018, as well as our Human Services segment, disposed of in 2015. See Note 22, Discontinued Operations, for a summary of discontinued operations related to prior years.

Earnings (Loss) Per Share
 
The Company computes basic earnings (loss) per share by taking net income (loss) attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 17, Earnings Per Share.

Recent Accounting Pronouncements
 
The Company adopted the following accounting pronouncements during the year ended December 31, 2021: 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The ASU removes certain exceptions to the general principles in ASC 740, Income Taxes ("ASC 740"), and also clarifies and amends existing guidance to reduce complexity in accounting for income taxes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. There was no material impact to the financial statements from the adoption of this ASU.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"), to clarify the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. ASU 2020-01 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. There was no material impact to the financial statements from the adoption of this ASU.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04") which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The relief granted in ASC 848, Reference Rate Reform ("ASC 848"), is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. The provisions of ASC 848 must be applied for all transactions other than derivatives, which may be applied at a hedging relationship level. Entities may apply the provisions as of the beginning of the reporting period when the election is made (i.e. as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. There was no material impact to the financial statements from the adoption of this ASU.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06") which addresses the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The update limits the accounting models for convertible instruments resulting in fewer embedded conversion features being
separately recognized from the host contract. Specifically, ASU 2020-06 removes from GAAP the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein, however as this ASU permits early adoption, we have adopted it for the fiscal year ended Decembers 31, 2021. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future.

Recent accounting pronouncements that the Company has yet to adopt are as follows:

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. ASU 2021-08 is effective for public business entities for fiscal years beginning on or after November 1, 2023, including interim periods therein. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations.
v3.22.0.1
Acquisitions
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Acquisitions Acquisitions
Business Combinations

Simplura Health Group

On November 18, 2020 the Company acquired OEP AM, Inc. (together with its subsidiaries doing business as “Simplura Health Group”). OEP AM, Inc. was a nonpublic entity that specializes in home care services offering placements of personal care assistants, home health aides, and skilled nurses for senior citizens, disabled adults and other high-needs patients. Simplura Health Group operates from its headquarters in Valley Stream, New York, with 57 agency branches across seven states, including in several of the nation’s largest home care markets. The acquisition of Simplura adds a strategic pillar in our mission to address the SDoH by introducing a business in non-medical personal care—a large, rapidly growing sector of healthcare that compliments the NEMT segment.

The stock transaction was accounted for in accordance with ASC 805, Business Combinations where a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the voting stock of OEP AM Inc. for $548.6 million (a purchase price of $569.8 million less $21.2 million of cash that was acquired).

The following table summarizes information from the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of November 18, 2020 (in thousands):
Cash$21,182 
Accounts receivable (1)
65,297 
Prepaid expenses and other (2)
10,975 
Property and equipment (3)
1,640 
Intangible assets (4)
264,770 
Operating right of use asset (5)
10,285 
Goodwill (6)
320,383 
Other assets (7)
628 
Accounts payable and accrued liabilities (7)
(46,073)
Accrued expense (7)
(2,564)
Deferred revenue (7)
(2,871)
Deferred acquisition payments (8)
(4,046)
Deferred acquisition note payable (7)
(1,050)
Operating lease liabilities (5)
(10,285)
Deferred tax liabilities (9)
(58,452)
Total of assets acquired less liabilities assumed$569,819 

The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

(1)     Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. Through this valuation, it was determined that $4.6 million of the initial accounts receivable was uncollectible, and therefore, the initial balance of $69.9 million was decreased to $65.3 million.
(2)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(3)     The acquired property and equipment consists primarily of leasehold improvements, furniture and fixtures, and vehicles. The fair value of the property and equipment was determined based upon the best and highest use of the property with final values determined using cost and comparable sales methods.
(4)     The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable15 years$221,000 
Trademarks and trade namesAmortizable3 years43,000 
LicensesNot AmortizableIndefinite770 
$264,770 

The Company valued trademarks and trade names utilizing the relief of royalty method and payor network utilizing the multi-period excess earnings method, a form of the income approach. The useful life of the trademarks and trade names intangible was decreased from 10 years to 3 years as of December 31, 2021 due to strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders, as discussed below. This is a prospective change to amortization expense.

(5)     The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $11.7 million based on market rates available to the Company during our preliminary purchase price allocation. This assessment has since been updated through the implementation of ASC 842 as of September 30, 2021, and the related balances have been updated to $10.3 million.
(6)     The acquisition preliminarily resulted in $309.7 million of goodwill as a result of expected synergies due to value-based care and solutions being provided to similar patient populations that partner with many of the same payor groups. In the second quarter of 2021, a closing cash adjustment of $3.5 million was paid to OEP AM, in the third quarter of 2021 other assets acquired were adjusted down by $3.9 million and in the fourth quarter of 2021, accounts receivable was adjusted down by $4.6 million due to certain receivables deemed uncollectible which caused a
corresponding increase to goodwill of $3.3 million, net of tax impacts. These changes increased the goodwill related to this transaction to $320.4 million. None of the acquired goodwill is deductible for tax purposes.
(7)     Accounts payable as well as certain other current and non-current assets and liabilities are stated at fair value as of the acquisition date.
(8)     Deferred acquisition payments are associated with historical acquisitions by Simplura.
(9)     Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.

Care Finders Total Care, LLC

On September 14, 2021, the Company acquired Care Finders which is a personal care provider in the Northeast, with operations in New Jersey, Pennsylvania, and Connecticut. The acquisition of Care Finders broadens access to in-home personal care solutions for patients and supports the Company's strategy to expand on its personal care platform.

The equity transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the equity securities of Care Finders for $333.4 million (a preliminary purchase price of $344.8 million less $11.4 million of cash that was acquired).

The following is a preliminary estimate, based on certain preliminary items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of September 14, 2021 (in thousands):

Cash$11,424 
Accounts receivable (1)
14,708 
Prepaid expenses and other (2)
2,625 
Property and equipment (3)
2,527 
Inventories (4)
231 
Operating right of use asset (5)
1,939 
Intangibles (6)
100,750 
Goodwill (7)
232,161 
Other assets (8)
226 
Accounts payable (9)
(2,487)
Accrued expenses and other accrued liabilities (9)
(14,344)
Operating lease liability (5)
(1,939)
Deferred tax liabilities (10)
(2,618)
Other liabilities (9)
(378)
Total of assets acquired less liabilities assumed$344,825 

The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Upon finalization of the preliminary items noted below there may be related adjustments to certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022.

(1)     Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. This estimate is preliminary as the Company's evaluation of the collectability of receivables is ongoing.
(2)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(3)     The acquired property and equipment consists primarily of capitalized software, computer equipment, and automobiles.
(4)     Inventories are stated at fair value as of the acquisition date.
(5)     The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $1.9 million based on market rates available to the Company during our preliminary purchase price allocation.
(6)     The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable7 years$97,200 
Trade nameAmortizable3 years1,950 
Non-compete agreementAmortizable5 years1,600 
$100,750 

The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and non-compete agreements utilizing the with/without method.

(7)     The acquisition preliminarily resulted in $232.2 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets, an increase in market share, and a growing demographic that will need home care solutions. All of the acquired goodwill is deductible for tax purposes. Goodwill allocation to reporting units is not completed as of the date of the financial statements.
(8)     Included in other assets are security deposits with a value of $0.2 million.
(9)     Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date.
(10)     Net deferred tax liabilities represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.

Since the date of the acquisition, Care Finders revenue of $56.5 million and a net loss of $2.8 million are included in the Company's consolidated results of operations.

VRI Intermediate Holdings, LLC

On September 22, 2021, the Company acquired VRI, a provider of remote patient monitoring solutions that manages a comprehensive suite of services including personal emergency response systems, vitals monitoring and data-driven patient engagement solutions. The acquisition of VRI accelerates the Company's strategy to build a holistic suite of supportive care solutions that address SDoH, introduces new technology-enabled in-home solutions that deepen the Company's engagement with payors and patients, and adds a strategic pillar and operating team to advance the Company's broader technology and data strategy.

The stock transaction was accounted for in accordance with ASC 805, Business Combinations in which a wholly-owned subsidiary of ModivCare Inc. acquired 100% of the equity securities of VRI for $314.6 million (a preliminary purchase price of $317.5 million less $2.9 million of cash that was acquired).

The following is a preliminary estimate, based on certain preliminary items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of September 22, 2021 (in thousands):

Cash$2,922 
Accounts receivable (1)
6,800 
Inventory (2)
1,684 
Prepaid expenses and other (3)
805 
Property and equipment (4)
14,908 
Intangible assets (5)
75,590 
Goodwill (6)
236,738 
Accounts payable and accrued liabilities (7)
(1,884)
Accrued expense (7)
(2,487)
Deferred revenue (7)
(67)
Deferred tax liabilities (8)
(17,491)
Total of assets acquired less liabilities assumed$317,518 
    
The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Upon finalization of the preliminary items noted below there may be related adjustments to certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022.

(1)    Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. This estimate is preliminary as the Company's evaluation of the collectability of receivables is ongoing.
(2)     Inventory is stated at fair value as of the acquisition date.
(3)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(4)     The acquired property and equipment consists primarily of personal emergency response system devices, computer equipment, buildings, and equipment. Management notes the carrying value of buildings, land, leasehold improvements, and building improvements represent the fair value. The Company valued remaining property, plant, and equipment utilizing the cost approach.
(5)    The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable7 years$72,150 
Trade nameAmortizable3 years890 
Developed technologyAmortizable3 years2,550 
$75,590 

The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and developed technology utilizing the cost approach.

(6)     The acquisition preliminarily resulted in $236.7 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets and an increase in market share. The amount of goodwill deductible for tax purposes has yet to be determined. Goodwill allocation to reporting units is not completed as of the date of the financial statements.
(7)     Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date.
(8)     Net deferred tax liabilities represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.

Since the date of the acquisition, VRI revenue of $17.6 million and net income of $2.0 million are included in the Company's consolidated results of operations.

Pro Forma Financial Information (unaudited)

Assuming Simplura had been acquired as of January 1, 2019, and Care Finders and VRI had been acquired as of January 1, 2020, and the results of each had been included in operations beginning on January 1, 2020, the following table provides estimated unaudited pro forma results of operations for the years ended December 31, 2021, 2020, and 2019 (in thousands, except earnings per share). The estimated pro forma net income adjusts for the effect of fair value adjustments related to each of the acquisitions, transaction costs and other non-recurring costs directly attributable to the transactions and the impact of the additional debt to finance the applicable acquisitions.

Year Ended December 31,
202120202019
Pro forma:
Revenue$2,181,943 $1,989,519 $1,977,156 
Income (loss) from continuing operations, net(23,280)(21,255)(16,946)
Diluted earnings (loss) per share$(1.66)$(1.57)$(1.65)

Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the date indicated or of future operating results. The supplemental pro forma earnings were adjusted to exclude the impact of historical interest expense of Care Finders and VRI of $3.7 million and
$3.2 million, respectively, for 2021, Simplura, Care Finders and VRI of $23.5 million, $4.8 million and $4.9 million, respectively, for 2020, and Simplura of $28.0 million for 2019, respectively.

Acquisition-related costs of approximately $6.6 million and $4.7 million for Care Finders and VRI, respectively, were expensed as incurred, recorded in selling, general and administrative expenses during the year ended December 31, 2021, and are reflected in the pro forma table above at the assumed acquisition date. Acquisition-related costs consisted of professional fees for advisory, consulting and underwriting services as well as other incremental costs directly related to the acquisitions.

Asset Acquisitions

National MedTrans

On May 6, 2020, ModivCare entered into an equity purchase agreement with the Seller and National MedTrans, LLC ("NMT"), acquiring all of the outstanding capital stock. NMT was acquired for total consideration of $80.0 million less certain adjustments, in an all cash transaction.

The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations. The Company incurred transaction costs for the acquisition of $0.8 million during the year ended December 31, 2020. These costs were capitalized as a component of the purchase price.

The consideration paid for the acquisition is as follows (in thousands):
Value
Consideration paid$80,000 
Transaction costs774 
Restricted cash received(3,109)
Net consideration $77,665 

Restricted cash acquired was related to a security reserve for a contract and is presented in other current assets in our consolidated balance sheets as of December 31, 2021 and 2020. No liabilities were assumed.

The fair value allocation of the net consideration is as follows (in thousands, except useful lives):
TypeUseful LifeValue
Payor networkAmortizable6 years$75,514 
Trade names and trademarks Amortizable3 years2,151 
$77,665 

WellRyde

On May 6, 2021, the Company entered into an asset purchase agreement with nuVizz to purchase the software, WellRyde. Pursuant to the purchase agreement, the WellRyde software was acquired for total consideration of $12.0 million in cash, subject to certain adjustments.

The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations. The Company incurred transaction costs for the acquisition of $0.5 million during the period ended December 31, 2021. These costs were capitalized as a component of the purchase price.

The consideration paid for the acquisition is as follows (in thousands):
Value
Consideration paid$12,000 
Transaction costs463 
Net consideration $12,463 

The fair value allocation of the net consideration is as follows (in thousands, except useful lives):
TypeUseful LifeValue
Transportation management softwareAmortizable10 years$12,328 
Assembled workforceAmortizable10 years135 
$12,463 
v3.22.0.1
Segments
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Segments Segments
 
The Company’s reportable segments are identified based on a number of factors related to how its chief operating decision maker determines the allocation of resources and assesses the performance of the Company’s operations. The Company's chief operating decision maker manages the Company under four reportable segments.

The Company’s reportable segments are strategic units that offer different services under different financial and operating models to the Company’s customers. The segments are managed separately because each requires different technology and marketing strategies. Furthermore, the different segments were each generally acquired as a unit, with the management of each at the time of acquisition retained to continue to operate their respective businesses. The Company has determined each of the separate reportable segments based on the difference in services provided by each of the segments as provided in further detail below:

•NEMT - The Company's NEMT segment is its legacy segment and operates primarily under the brands ModivCare Solutions and Circulation. The NEMT segment is the largest manager of non-emergency medical transportation programs for state governments and managed care organizations, or MCOs, in the U.S and includes the Company’s activities for executive, accounting, finance, internal audit, tax, legal and certain strategic and development functions;
•Personal Care - The Company's Personal Care segment began operations in November 2020 with the acquisition of Simplura and expanded in September 2021 with the acquisition of Care Finders. The Personal Care segment operates under the brands Simplura and Care Finders and provides personal care to Medicaid patient populations, including seniors and disabled adults, in need of care monitoring and assistance performing activities of daily living;
•RPM - The Company's RPM segment began operations in September 2021 with the acquisition of VRI. The RPM segment operates under the VRI brand and is a provider of remote patient monitoring solutions, including personal emergency response systems, vitals monitoring and data-driven patient engagement solutions; and
•Matrix Investment - The Company's minority investment in Matrix's Clinical Care and Clinical Solutions businesses is the final segment and is reported by the Company under the equity method of accounting. Matrix’s Clinical Care business provides risk adjustment solutions that improve health outcomes for individuals and financial performance for health plans. Matrix’s Clinical Solutions business provides employee health and wellness services, decentralized clinical trial services, and lab services to its customers.

The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2021, 2020 and 2019 (in thousands):
 
 Year Ended December 31, 2021
 NEMTPersonal CareRPMMatrix
Investment		Total
Service revenue, net$1,483,696 $495,579 $17,617 $— $1,996,892 
Grant income— 5,441 — — 5,441 
Service expense1,186,185 392,508 5,605 — 1,584,298 
General and administrative expense195,332 70,163 5,771 — 271,266 
Depreciation and amortization29,058 23,759 4,181 — 56,998 
Operating income$73,121 $14,590 $2,060 $— $89,771 
Equity in net loss of investee$— $— $— $53,092 $53,092 
Equity investment$— $— $— $83,069 $83,069 
Goodwill$135,216 $552,833 $236,738 $— $924,787 
Total assets$583,429 $1,020,014 $340,913 $83,069 $2,027,425 
 
 Year Ended December 31, 2020
 NEMTPersonal CareMatrix InvestmentTotal
Service revenue, net$1,314,705 $53,970 $— $1,368,675 
Service expense1,036,288 42,507 — 1,078,795 
General and administrative expense133,212 7,327 — 140,539 
Depreciation and amortization24,516 1,667 — 26,183 
Operating income$120,689 $2,469 $— $123,158 
Equity in net income of investee$— $— $(8,860)$(8,860)
Equity investment$— $— $137,466 $137,466 
Goodwill$135,216 $309,711 $— $444,927 
Total assets$594,952 $693,495 $137,466 $1,425,913 

 Year Ended December 31, 2019
 NEMTMatrix InvestmentTotal
Service revenue, net$1,509,944 $— $1,509,944 
Service expense1,401,152 — 1,401,152 
General and administrative expense67,244 — 67,244 
Depreciation and amortization16,816 — 16,816 
Operating income$24,732 $— $24,732 
Equity in net loss of investee$— $29,685 $29,685 
Equity investment$— $130,869 $130,869 
Goodwill$135,216 $— $135,216 
Total assets$466,357 $130,869 $597,226 
v3.22.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Under ASC 606, the Company recognizes revenue as it transfers promised services to its customers and generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time.

Revenue Contract Structure

NEMT Capitated Contracts

Under capitated contracts, payors pay a fixed amount per eligible member. We assume the responsibility of meeting the covered healthcare related transportation requirements based on per-member per-month fees for the number of eligible members in the customer’s program. Revenue is recognized based on the population served during the period. Certain capitated contracts have provisions for reconciliations, risk corridors or profit rebates. For contracts with reconciliation provisions, capitation payment is received as a prepayment during the month service is provided. These prepayments are periodically reconciled based on actual cost and/or trip volume and may result in refunds to the customer, or additional payments due from the customer. Contracts with risk corridor or profit rebate provisions allow for profit within a certain corridor and once we reach profit level thresholds or maximums, we discontinue recognizing revenue and instead record a liability within the accrued contract payable account. This liability may be reduced through future increases in trip volume or periodic settlements with the customer. While a profit rebate provision could only result in a liability from this profit threshold, a risk corridor provision could potentially result in receivables if the Company does not reach certain profit minimums, which would be recorded in the reconciliation contract receivables account.

Capitation rates are generally based on expected costs and volume of services. Because Medicare pays capitation using a “risk adjustment model,” which compensates payors based on the health status (acuity) of each individual enrollee, payors with higher acuity enrollees receive more, and those with lower acuity enrollees receive less of the capitation that can be allocated to service providers. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled.

NEMT Fee-for-service Contracts

Fee-for-service ("FFS") revenue represents revenue earned under non-capitated contracts in which we bill and collect a specified amount for each service that we provide. FFS revenue is recognized in the period in which the services are rendered and is reduced by the estimated impact of contractual allowances.

Personal Care Fee-for-service Contracts

Personal Care FFS revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. Payment for services received from third-party payors includes, but is not limited to, insurance companies, hospitals, governmental agencies and other home health care providers who subcontract work to the Company. Certain contracts are subject to retroactive audit and possible adjustment by those payors based on the nature of the contract or costs incurred. The Company makes estimates of retroactive adjustments and considers these in the recognition of revenue in the period in which the related services are rendered. The difference between estimated settlement and actual settlement is reported in net service revenues as adjustments become known or as years are no longer subject to such audits, reviews, or investigations.

RPM Service Contracts

RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. Consideration is generally fixed for each type of monitoring service and the contracts do not typically contain variable components of consideration. As such, the RPM segment recognizes revenue based on the monthly fee paid by customers.

Disaggregation of Revenue by Contract Type
The following table summarizes disaggregated revenue from contracts with customers for the years ended December 31, 2021, 2020, and 2019 by contract type (in thousands):
Year Ended December 31,
202120202019
NEMT capitated contracts$1,257,390 $1,132,929 $1,277,241 
NEMT FFS contracts226,306 181,776 232,703 
Total NEMT segment revenue1,483,696 1,314,705 1,509,944 
Personal Care FFS contracts495,579 53,970 — 
RPM service contracts17,617 — — 
Total service revenue, net$1,996,892 $1,368,675 $1,509,944 

Payor Information
Service revenue, net, is derived from state Medicaid contracts, managed Medicaid and Medicare contracts (also known as MCOs), as well as a small amount from private pay and other contracts. Of the NEMT segment’s revenue, 9.7%, 9.5% and 12.7% were derived from one U.S. State Medicaid program for the years ended December 31, 2021, 2020 and 2019, respectively. Of the Personal Care segment's revenue, 22.3% and 24.7% was derived from one U.S. State Medicaid program for the years ended December 31, 2021 and 2020, respectively. Of the RPM segment's revenue, 27.0% was derived from one U.S. State Medicare program for the year ended December 31, 2021.

The following table summarizes disaggregated revenue from contracts with customers by payor type (in thousands):

Year Ended December 31, 2021Year Ended December 31, 2020Year Ended December 31, 2019
State Medicaid contracts$835,113 $668,430 $737,251 
Managed Medicaid contracts953,174 592,252 581,999 
Managed Medicare contracts172,014 104,700 150,736 
Private pay and other contracts36,591 3,293 39,958 
Total service revenue, net$1,996,892 $1,368,675 $1,509,944 
During the years ended December 31, 2021, 2020, and 2019 the Company recognized an increase of $11.4 million, a reduction of $2.1 million, and an increase of $10.8 million in service revenue, respectively, from contractual adjustments relating to performance obligations satisfied in previous periods to which the customer agreed.

Related Balance Sheet Accounts
The following table provides information about accounts receivable, net as of December 31, 2021 and 2020 (in thousands):
December 31, 2021December 31, 2020
Accounts receivable$210,937 $164,622 
Reconciliation contracts receivable (1)
24,480 35,724 
Allowance for doubtful accounts(2,296)(2,403)
Accounts receivable, net$233,121 $197,943 
(1)     Reconciliation contracts receivable, primarily represent underpayments and receivables on certain contracts with reconciliation and risk corridor provisions. See the contract payables and receivables rollforward below.
The following table provides information about other revenue related accounts included on the accompanying condensed consolidated balance sheets (in thousands):
December 31, 2021December 31, 2020
Accrued contract payables (1)
$281,586 $101,705 
Long-term contract payables (2)
$— $72,183 
Deferred revenue, current$4,228 $2,923 
(1)     Accrued contract payables primarily represent overpayments and liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19.

(2)     Long-term contract payables primarily represent liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19 that may be repaid in greater than 12 months.

The following table provides a summary rollforward of total contract payables and receivables as reported within the condensed consolidated balance sheets (in thousands):

December 31, 2020Additional Amounts RecordedAmounts Paid or SettledDecember 31, 2021
Reconciliation contract payables$33,330 $16,943 $(28,238)$22,035 
Profit rebate/corridor contract payables123,239 149,880 (26,695)246,424 
Overpayments and other cash items17,319 14,891 (19,083)13,127 
Total contract payables$173,888 $181,714 $(74,016)$281,586 
Reconciliation contract receivables$35,580 $17,669 $(28,846)$24,403 
Corridor contract receivables144 (67)— 77 
Total contract receivables$35,724 $17,602 $(28,846)$24,480 
v3.22.0.1
Cash, Cash Equivalents and Restricted Cash
 12 Months Ended
Dec. 31, 2021
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]  
Cash, Cash Equivalents and Restricted Cash Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands):

December 31, 2021December 31, 2020
Cash and cash equivalents$133,139 $183,281 
Restricted cash, current283 75 
Cash, cash equivalents and restricted cash$133,422 $183,356 
Restricted cash primarily relates to amounts held in trusts for reinsurance claims losses under the Company’s insurance operation for historical workers’ compensation, general and professional liability and auto liability reinsurance programs, as well as amounts restricted for withdrawal under our self-insured medical and benefits plans.
v3.22.0.1
Equity Investment
 12 Months Ended
Dec. 31, 2021
Equity Method Investment, Summarized Financial Information [Abstract]  
Equity Investment Equity Investment
 
Matrix
 
As of December 31, 2021 and 2020, the Company owned a 43.6% noncontrolling interest in Matrix. Pursuant to a Shareholder’s Agreement, affiliates of Frazier Healthcare Partners hold rights necessary to control the fundamental operations of Matrix. The Company accounts for this investment in Matrix under the equity method of accounting and the Company’s share of Matrix’s income or losses are recorded as “Equity in net (income) loss of investee” in the accompanying consolidated statements of operations. During the year ended December 31, 2021 and 2019, Matrix recorded asset impairment charges of $111.4 million and $55.1 million. Matrix recorded no asset impairment charges for the year ended December 31, 2020.

The carrying amount of the assets included in the Company’s consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Matrix as of December 31, 2021 and 2020 totaled $83.1 million and $137.5 million, respectively.
Summary financial information for Matrix on a standalone basis is as follows (in thousands): 

 
 December 31, 2021December 31, 2020
Current assets$124,081 $143,110 
Long-term assets$482,063 $619,642 
Current liabilities$57,048 $81,920 
Long-term liabilities$340,448 $351,036 

 
 Year ended December 31, 2021Year ended December 31, 2020Year ended December 31, 2019
Revenue$398,260 $414,622 $275,391 
Operating income (loss)$1,316 $39,412 $(61,000)
Net income (loss)$(122,898)$15,137 $(69,353)
v3.22.0.1
Prepaid Expenses and Other
 12 Months Ended
Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]  
Prepaid Expenses and Other Prepaid Expenses and Other
 
Prepaid expenses and other were comprised of the following (in thousands):
 
 December 31, 2021December 31, 2020
Prepaid income taxes$13,848 $14,633 
Prepaid insurance9,487 7,577 
Deferred financing costs on credit facility1,480 — 
Inventory1,458 — 
Prepaid rent265 1,196 
Other prepaid expenses12,013 9,237 
Total prepaid expenses and other current assets$38,551 $32,643 
v3.22.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
 
Property and equipment consisted of the following (in thousands, except useful lives):

Estimated
Useful
December 31,
 Life (years)20212020
Software3—10$35,323 $31,830 
Computer and telecommunications equipment3—531,417 28,446 
Monitoring equipment312,950 — 
Leasehold improvements
Shorter of 7 years or lease term
7,524 8,419 
Construction and development in progress N/A 6,598 4,721 
Furniture and fixtures5—103,906 2,330 
Automobiles 5 3,998 4,846 
Buildings30—401,886— 
LandN/A292 — 
Total property and equipment   103,894 80,592 
Less accumulated depreciation   (50,345)(53,048)
Total property and equipment, net   $53,549 $27,544 
  
Depreciation expense from continuing operations was $12.7 million, $9.5 million and $10.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.
v3.22.0.1
Goodwill and Intangibles
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangibles Goodwill and Intangibles
 
Goodwill
 
Changes in the carrying amount of goodwill are presented in the following table (in thousands):
 
ModivCare
Balances at December 31, 2020 
Goodwill$540,927 
Accumulated impairment losses(96,000)
444,927 
Simplura Adjustment10,961 
Acquisition of Care Finders232,161 
Acquisition of VRI236,738 
Balances at December 31, 2021
Goodwill1,020,787 
Accumulated impairment losses(96,000)
$924,787 
 
The total amount of goodwill from continuing operations that was deductible for income tax purposes related to acquisitions as of December 31, 2021 and 2020 was $255.5 million and $52.2 million, respectively.

Intangible Assets
 
Intangible assets are comprised of acquired payor networks, trademarks and trade names, developed technology, non-compete agreements, licenses, and an assembled workforce. Intangible assets consisted of the following (in thousands, except estimated useful lives):
        
  December 31,
  20212020
Estimated
Useful
Life (Yrs)
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Payor networks
3 - 15
$511,064 $(85,548)$341,714 $(48,952)
Trademarks and trade names
3
48,191 (6,290)45,351 (986)
Developed technology
3 - 10
28,978 (8,605)14,100 (6,345)
Non-compete agreement
2 - 5
1,610 (83)— — 
New York LHCSA PermitIndefinite770 — 770 — 
Assembled workforce10135 (9)— — 
Total$590,748 $(100,535)$401,935 $(56,283)
 
The weighted-average amortization period at December 31, 2021 for intangibles was 10.7 years. No significant residual value is estimated for these intangible assets. Amortization expense from continuing operations was $44.3 million, $16.7 million and $6.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The total amortization expense is estimated to be as follows for the next five years as of December 31, 2021 (in thousands):
                       
YearAmount
2022$63,503 
202360,345 
202459,656 
202558,308 
202649,838 
Total$291,650 

Impairment
The Company did not record any goodwill or intangible asset impairment charges for the years ended December 31, 2021, 2020 and 2019.
v3.22.0.1
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2021
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
 
 Accrued expenses and other current liabilities consisted of the following (in thousands):
 December 31,
 20212020
Accrued compensation and related liabilities (1)
$54,564 $50,113 
Accrued operating expenses14,457 8,018 
Accrued interest12,826 4,927 
Insurance reserves10,152 4,727 
Deferred acquisition payments3,578 3,978 
Accrued legal fees5,081 3,228 
Accrued cash settled stock-based compensation183 19,376 
Union pension obligation6,629 6,632 
Other12,093 15,621 
Total accrued expenses and other current liabilities$119,563 $116,620 
(1)     Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act (discussed in Note 19, Income Taxes). The CARES Act provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet.
v3.22.0.1
Restructuring and Related Reorganization Costs
 12 Months Ended
Dec. 31, 2021
Restructuring and Related Activities [Abstract]  
Restructuring and Related Reorganization Costs Restructuring and Related Reorganization Costs
 
Corporate and Other

On April 11, 2018, the Company announced the Organizational Consolidation to transfer all job responsibilities previously performed by employees of the holding company to ModivCare Solutions, LLC and to close the corporate offices in Stamford, Connecticut and Tucson, Arizona. The Company adopted an employee retention plan designed to retain the holding company level employees during the transition. The employee retention plan became effective on April 9, 2018 and provided for certain payments and benefits to those employees if they remained employed with the Company through a retention date established for each individual, subject to a fully executed retention letter. The Organizational Consolidation was completed during the second quarter of 2019.

A total of $4.3 million in restructuring and related costs was incurred during the year ended December 31, 2019,
related to the Organizational Consolidation. These costs include $2.4 million of retention and personnel costs, $0.3 million of stock-based compensation expense, $0.2 million of depreciation expense and $1.3 million of other costs, primarily related to recruiting and legal costs. These costs are recorded as “General and administrative expense” and “Depreciation and amortization” in the accompanying consolidated statements of operations.

A total of $13.1 million in restructuring and related costs was incurred on a cumulative basis through December 31, 2019 related to the Organizational Consolidation. These costs include $7.5 million of retention and personnel costs, $2.0 million of stock-based compensation expense, $0.7 million of depreciation expense and $2.8 million of other costs, primarily related to recruiting and legal costs. No restructuring or related costs were incurred related to the Organizational Consolidation for the years ended December 31, 2021 and 2020. There was no related restructuring liability as of December 31, 2021 or December 31, 2020.

During the year ended December 31, 2020, the Company incurred approximately $0.7 million of restructuring expense for the closure of its Las Vegas contact center. The majority of these costs were recorded to “Service expense” and the remainder were recorded to "General and administrative expense". The Company recorded no restructuring expense for the year ended December 31, 2021.
v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
Senior Unsecured Notes

On November 4, 2020, the Company issued $500.0 million in aggregate principal amount of 5.875% senior unsecured notes due on November 15, 2025 (the “Senior Notes due 2025”). Additionally on August 24, 2021, the Company issued $500.0 million in aggregate principal amount of 5.000% senior unsecured notes due on October 1, 2029 (the “Senior Notes due 2029”). The Senior Notes due 2025 and the Senior Notes due 2029 were issued pursuant to two indentures, dated November 4, 2020 and August 24, 2021, respectively, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Senior Notes due 2025 relate to the Company’s acquisition of Simplura and the Senior Notes due 2029 relate to the Company’s acquisition of VRI.

The Senior Notes due 2025 and the Senior Notes due 2029 (collectively, the "Notes") are senior unsecured obligations and rank senior in right of payment to all of the Company's future subordinated indebtedness, rank equally in right of payment with all of the Company's existing and future senior indebtedness, are effectively subordinated to any of the Company's existing and future secured indebtedness, including indebtedness under the Credit Facility (as defined below), to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company’s non-guarantor subsidiaries.

The indentures for the Notes contain covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness or issue disqualified capital stock; make certain investments; create or incur certain liens; enter into certain transactions with affiliates; merge, consolidate, amalgamate or transfer substantially all of its assets; agree to dividend or other payment restrictions affecting its restricted subsidiaries; and transfer or sell assets, including capital stock of its restricted subsidiaries. These covenants, however, are subject to a number of important exceptions and qualifications, and certain covenants may be suspended in the event the Notes are assigned an investment grade rating from two of three rating agencies. The indentures for both the Senior Notes due 2025 and the Senior Notes due 2029 provide that the notes may become subject to redemption under certain circumstances.

In connection with the Senior Notes due 2025, the Company may redeem the notes, in whole or in part, at any time prior to November 15, 2022, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole” premium set forth in the Indenture. In addition, the Company may redeem up to 40% of the notes prior to November 15, 2022, at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the proceeds of certain equity offerings, subject to certain conditions as specified in the Indenture Agreement. At any time prior to November 15, 2022, during each calendar year, the Company may redeem up to 10% of the aggregate principal amount of the notes at a purchase price equal to 103% of the aggregate principal amount of the Senior Notes due 2025 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

On or after November 15, 2022, the Company may redeem all or a part of the Senior Notes due 2025 upon not less than ten days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below:
YearPercentage
2022102.938%
2023101.469%
2024 and thereafter100.000%

The Company may also redeem the Senior Notes due 2029, in whole or in part, at any time prior to October 1, 2024, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole” premium set forth in the Indenture. In addition, the Company may redeem up to 40% of the Senior Notes due 2029 prior to October 1, 2024, at a redemption price of 105.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the proceeds of certain equity offerings, subject to certain conditions as specified in the Indenture Agreement.

On or after October 1, 2024, the Company may redeem all or a part of the Senior Notes due 2029 upon not less than ten nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on October 1 of the years indicated below:


YearPercentage
2024102.500%
2025101.250%
2026 and thereafter100.000%

The Company will pay interest on the Senior Notes due 2025 at 5.875% per annum until maturity. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, with the first interest payment date being May 15, 2021. Principal payments are not required until the maturity date on November 15, 2025 when 100% of the outstanding principal will be required to be repaid. As a part of the bond issuance process, we incurred a $9.0 million bridge commitment fee that provided a potential funding backstop in the event that the Notes did not meet the desired subscription level to be used to acquire Simplura. That commitment expired unused upon closing of the Notes and the fee was expensed in the fourth quarter of 2020.

Pursuant to the Senior Notes due 2029, the Company will pay interest on the notes at 5.000% per annum until maturity. Interest is payable semi-annually in arrears on April 1 and October 1 of each year, with the first interest payment date being April 1, 2022. Principal payments are not required until the maturity date on October 1, 2029 when 100% of the outstanding principal will be required to be repaid. As a part of the bond issuance process, we incurred a $6.6 million bridge commitment fee that provided a potential funding backstop in the event that the Notes did not meet the desired subscription level to be used to acquire VRI. That commitment expired unused upon closing of the Notes and the fee was expensed in the third quarter of 2021.

Debt issuance costs of $14.5 million in relation to the issuance of the Senior Notes due 2025 were incurred and these costs were deferred and are amortized to interest cost over the term of the Notes. Debt issuance costs of $13.5 million were incurred in relation to the issuance of the Senior Notes due 2029 and these costs were deferred and are amortized to interest cost over the term of the Notes. As of December 31, 2021, $24.8 million of unamortized deferred issuance costs was netted against the long-term debt balance on the consolidated balance sheet.

Credit Facility

The Company is a party to the amended and restated credit and guaranty agreement, dated as of August 2, 2013 (as amended, the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. On May 6, 2020, the Company entered into the Seventh Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Seventh Amendment”) which, among other things, extended the maturity date to August 1, 2021, expanded the amount available under the revolving credit facility (the “Credit Facility”) from $200.0 million to $225.0 million, and increased the sub-facility for letters of credit from $25.0 million to $40.0 million. Interest on the loans is payable quarterly in arrears. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of each lender’s commitment under the Credit Facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under each outstanding letter of credit.

On October 16, 2020, the Company entered into the Eighth Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Eighth Amendment”), which among other things, amended the Credit Facility to permit the incurrence of additional debt to finance the acquisition of Simplura (the "Simplura Acquisition"), permit borrowing under the Credit Facility to partially fund the Simplura Acquisition with limited conditions to such borrowing, increase the top interest
rate margin that may apply to loans thereunder, and revise our permitted ratio of EBITDA to indebtedness. In addition, the Eighth Amendment extended the maturity date to August 2, 2023.

On September 13, 2021, the Company entered into the Ninth Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Ninth Amendment”), which among other things, amended the Credit Facility to permit the incurrence of additional debt to finance the acquisition of VRI and revise certain financial covenants therein to permit the consummation of the VRI acquisition.

Effective as of the Ninth Amendment, interest on the outstanding principal amount of loans under the Credit Facility accrues, at the Company’s election, at a per annum rate equal to the greater of either LIBOR or 1.00%, plus an applicable margin, or the Base Rate as defined in the agreement plus an applicable margin respectively. The applicable margin ranges from 2.25% to 3.50% in the case of LIBOR loans and 1.25% to 2.50% in the case of the Base Rate loans, in each case, based on the Company’s consolidated leverage ratio as defined in the Credit Agreement that governs our Credit Facility. The commitment fee and letter of credit fee range from 0.35% to 0.50% and 2.25% to 3.50%, respectively, in each case based on the Company’s consolidated leverage ratio as defined in the credit agreement that governs our Credit Facility.

As of December 31, 2021, the Company had no borrowings outstanding on the Credit Facility; however, there were letters of credit outstanding in the amount of $22.8 million. The Company’s available borrowing capacity under the Credit Facility was $202.2 million as of December 31, 2021. Under the Credit Agreement, the Company has an option to request an increase in the amount of the revolving credit facility from time to time (on substantially the same terms as apply to the existing facilities) in an aggregate amount of up to $75.0 million, with either additional commitments from lenders under the Credit Agreements at such time or new commitments from financial institutions acceptable to the administrative agent in its reasonable discretion, so long as no default or event of default exists at the time of any such increases. The Company may not be able to access additional funds under these increase options as no lender is obligated to participate in any such increases under the Credit Facility.

The Company’s obligations under the Credit Facility are guaranteed by all of the Company’s present and future domestic subsidiaries, excluding certain domestic subsidiaries which include the Company’s insurance captive and the Company’s investment in Matrix. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Credit Facility are secured by a first priority lien on substantially all of the Company’s respective assets, including a pledge of 100% of the issued and outstanding stock of the Company’s domestic subsidiaries, excluding the Company’s insurance captive.

The Credit Agreement contains customary affirmative and negative covenants and events of default. The negative covenants include restrictions on the Company’s ability to, among other things, incur additional indebtedness, create liens, make investments, give guarantees, pay dividends, sell assets, and merge and consolidate. The Company is subject to financial covenants, including consolidated net leverage and consolidated interest coverage covenants. The Company was in compliance with all covenants under the Credit Agreement as of December 31, 2021.
v3.22.0.1
Convertible Preferred Stock
 12 Months Ended
Dec. 31, 2021
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]  
Convertible Preferred Stock Convertible Preferred Stock
Following (i) the completion of a rights offering in February 2015, under which certain holders of our Common Stock exercised subscription rights to purchase Preferred Stock, and (ii) the purchase of Preferred Stock by Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC - Series A and Coliseum Capital Co-Invest, L.P. (collectively, the “Coliseum Stockholders”), pursuant to the Standby Purchase Agreement between the Coliseum Stockholders and us, we issued 805,000 shares of Preferred Stock, which were eligible for a cash dividend on each share of Preferred Stock, when, as and if declared by a committee of our Board, at the rate of 5.5% per annum on the liquidation preference then in effect.

Cash dividends were payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, and, if declared, began to accrue on the first day of the applicable dividend period. Cash dividends on redeemable convertible preferred stock totaling $2.0 million, and $4.4 million, were distributed to convertible preferred stockholders for the years ended December 31, 2020 and 2019, respectively. No cash dividends were distributed to convertible preferred stockholders for the year ended December 31, 2021.

Preferred Stock Conversion

On June 8, 2020, the Company entered into a Preferred Stock Conversion Agreement (the “Conversion Agreement”) with Coliseum Capital Partners, L.P. and certain funds and accounts managed by Coliseum Capital Management, LLC (collectively, the “Holders”), pursuant to which, among other things, (a) the Company agreed to purchase 369,120 shares of Series A Convertible Preferred Stock, par value $0.001 per share, held by the Holders in the aggregate, in exchange for (i) $209.88 in cash per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such
shares of Series A Preferred Stock through the day prior to June 11, 2020, and (b) the Holders converted 369,120 shares of Series A Preferred Stock into (i) 2.5075 shares of Common Stock of the Company for each share of Series A Preferred Stock, plus (ii) a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, plus (iii) a cash payment of $8.82 per share of Series A Preferred Stock. The Conversion Agreement was considered to be an induced conversion in which a premium consideration was provided by the Company to Holders of the Series A Preferred Stock.

On September 3, 2020, the Company elected to effect the conversion (the “Conversion”) of all of the outstanding Series A Convertible Preferred Stock. In accordance with the Preferred Stock Conversion Agreement dated June 8, 2020, the Company repurchased 27,509 shares of Series A Preferred Stock from the Holders for (i) a cash amount equal to $209.88 per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such shares through the day prior to the Conversion. In connection with the Conversion, all remaining outstanding shares of Series A Preferred Stock were converted into Common Stock at the conversion rate of 2.5075 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares.

In accordance with ASC 260, Earnings Per Share, retained earnings was reduced by the excess of the fair value of the consideration transferred over the carrying amount of the shares surrendered. The impact to retained earnings of the excess consideration transferred, including the direct costs incurred, and write-off of any unamortized issuance costs was $52.1 million as of December 31, 2020.

The Preferred Stock was accounted for outside of stockholders’ equity as it could be redeemed upon certain change in control events that were not solely in the control of the Company. Dividends were recorded in stockholders’ equity and consist of the 5.5% dividend.
 
The following table summarizes the Preferred Stock activity for the years ended December 31, 2021 and 2020 (in thousands, except share count):
 Dollar ValueShare Count
Balance at December 31, 2019$77,120 798,788 
Conversion to common stock(3,335)(33,039)
Conversion to common stock pursuant to Conversion Agreement(37,256)(369,120)
Preferred stock redemption pursuant to Conversion Agreement(40,033)(396,629)
Allocation of issuance costs3,504 — 
Balance at December 31, 2020 and 2021$— — 
 
As of December 31, 2019, the outstanding shares of Preferred Stock were convertible into 2,002,979 shares of Common Stock. As of December 31, 2021, and 2020, there were no shares of convertible preferred stock outstanding.
v3.22.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
 
At December 31, 2021 and 2020 there were 19,589,422 and 19,570,598 shares of the Company’s Common Stock issued, respectively, including 5,568,983 and 5,287,283 treasury shares at December 31, 2021 and 2020, respectively.
 
Subject to the rights specifically granted to holders of any then outstanding shares of the Company’s Preferred Stock, the Company’s common stockholders are entitled to vote together as a class on all matters submitted to a vote of the Company’s common stockholders, and are entitled to any dividends that may be declared by the Board. The Company’s common stockholders do not have cumulative voting rights. Upon the Company’s dissolution, liquidation or winding up, holders of the Company’s Common Stock are entitled to share ratably in the Company’s net assets after payment or provision for all liabilities and any preferential liquidation rights of the Company’s Preferred Stock then outstanding. The Company’s common stockholders do not have preemptive rights to purchase shares of the Company’s stock. The issued and outstanding shares of the Company’s Common Stock are not subject to any redemption provisions and are not convertible into any other shares of the Company’s capital stock. The rights, preferences and privileges of holders of the Company’s Common Stock will be subject to those of the holders of any shares of the Company’s Preferred Stock the Company may issue in the future.
 
As of December 31, 2021, 344,118 shares of the Company’s common stock, were reserved for future issuances related to the exercise of stock options and restricted stock awards.
  
Purchases of Equity Securities

On August 6, 2019, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to $100.0 million in aggregate value of the Company’s Common Stock, subject to the consent of the holders of a majority of the Company’s then outstanding Series A convertible preferred stock, through December 31, 2019, at which time it expired. A total of 105,421 shares were repurchased under this program for approximately $6.0 million, during the year ended December 31, 2019.

On March 11, 2020, the Board of Directors authorized a new stock repurchase program under which the Company could repurchase up to $75.0 million in aggregate value of the Company’s Common Stock, subject to the consent of the holders of a majority of the Company’s then outstanding Series A convertible preferred stock, through December 31, 2020. A total of 195,677 shares were repurchased under this program for approximately $10.2 million during the year ended December 31, 2020.

On March 8, 2021, the Board of Directors authorized a new stock repurchase program under which the Company could repurchase up to $75.0 million in aggregate value of the Company’s Common Stock through December 31, 2021, unless terminated earlier. A total of 276,268 shares were repurchased under the program for $40.0 million during the year ended December 31, 2021.
 
Equity Award Withholding

During the years ended December 31, 2021, 2020 and 2019, the Company withheld 5,432, 2,824 and 13,268 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock awards and units. In addition, during the years ended December 31, 2021 and 2020, the Company withheld 31,901 and 322,034 shares, respectively, from employees to cover the settlement of income tax and related benefit withholding obligations and the exercise price upon the exercise of stock options. There were no shares withheld for the year ended December 31, 2019 related to the exercise of stock options.
v3.22.0.1
Stock-Based Compensation and Similar Arrangements
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation and Similar Arrangements Stock-Based Compensation and Similar Arrangements
 
The Company provides stock-based compensation to employees, non-employee directors, consultants and advisors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). The 2006 Plan allows the flexibility to grant or award stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units including restricted stock units and performance awards to eligible persons.

The following table summarizes the activity under the 2006 Plan as of December 31, 2021:
 
Number of shares
of the Company’s Common Stock authorized for
Number of shares
of the Company’s
Common Stock remaining for		Number of shares of the Company’s Common Stock subject to
 issuancefuture grantsStock OptionsStock Grants
2006 Plan5,400,000 1,230,202 270,239 73,879 

The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the years ended December 31, 2021, 2020 and 2019 (in thousands):
 
 Year Ended December 31,
202120202019
Service expense$— $222 $572 
General and administrative expense5,904 3,708 4,842 
Total stock-based compensation$5,904 $3,930 $5,414 
 
Stock-based compensation included in general and administrative expense is related to the NEMT segment and the Personal Care segment, except for a select group of employees that were included within service expense in 2020 and 2019, which have since been phased out.

The amounts above exclude tax benefits of $1.6 million, $1.1 million and $1.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock Options
 
The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2021, 2020, and 2019:

 
 Year Ended December 31,
 202120202019
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility36.6%-41.6%28.3%-38.1%27.5%-33.0%
Risk-free interest rate0.3%-0.9%0.2%-1.4%1.6%-2.5%
Expected life of options (years)3.5-4.43.5-4.41.8-5.3

The risk-free interest rate was based on the U.S. Treasury security rate in effect as of the date of grant which corresponds to the expected life of the award. The expected stock price volatility and expected lives of the stock options were based on the Company’s historical data. Stock options granted under the 2006 Plan vest ratably in equal annual installments over 3 to 4 years, or, for certain grants, over periods designated in the respective employee’s agreements, and expire after 5 to 7 years.

During the year ended December 31, 2021, the Company issued 51,798 shares of its Common Stock in connection with the exercise of employee stock options under the Company’s 2006 Plan.
 
The following table summarizes the stock option activity for the year ended December 31, 2021:
 
 Year ended December 31, 2021
Number
of Shares
Under
Option
Weighted-
average
Exercise
Price
Weighted-
average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Balance at beginning of period, January 1297,379 $64.32  
Granted70,558 170.26 
Exercised(51,798)62.31   
Forfeited/Canceled(45,409)86.71   
Expired(491)3.88   
Outstanding at end of period, December 31270,239 $88.72 4.56$17,577 
Vested or expected to vest at end of period, December 31
270,239 $88.72 4.56$17,577 
Exercisable at end of period, December 3182,981 $64.09 4.72$6,991 
 
The weighted-average grant date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands, except for share price):
 
 Year ended December 31,
 202120202019
Weighted-average grant date fair value per share$170.26 $71.56 $16.30 
Options exercised:   
Total intrinsic value$4,454 $26,228 $3,204 
Cash received$3,227 $25,413 $11,142 
 Restricted Stock Awards

Restricted stock awards (RSAs) granted under the 2006 Plan vest ratably in equal annual installments over 3 to 4 years, or, for certain grants, over periods designated in the respective employee’s agreements or as determined by the Compensation Committee.

During the year ended December 31, 2021, the Company issued 41,365 shares of its Common Stock to non-employee directors, executive officers and key employees upon the vesting of certain RSAs granted in 2020, 2019 and 2018 under the Company’s 2006 Plan.
 
The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2021:
SharesWeighted-average
grant date fair value
Non-vested at beginning of period, January 192,802 $64.83 
Granted38,562 $170.13 
Vested(41,365)$63.89 
Forfeited or cancelled(16,120)$85.19 
Non-vested at end of period, December 3173,879 $112.61 
 
As of December 31, 2021, there was approximately $15.1 million of unrecognized compensation cost related to unvested share settled stock options and RSAs granted under the 2006 Plan. The cost is expected to be recognized over a weighted-average period of 4.26 years. The total fair value of vested stock options and RSAs was $3.3 million, $5.2 million and $6.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.
v3.22.0.1
Long-Term Incentive Plans
 12 Months Ended
Dec. 31, 2021
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]  
Long-Term Incentive Plans Long-Term Incentive Plans  In connection with the acquisition of Circulation, the Company established a management incentive plan (“MIP”). During the three months ended March 31, 2019, the MIP was amended to remove the previously included performance requirements and to provide for a total fixed payment of $12.0 million to the group of MIP participants. During the year ended December 31, 2019, the MIP was further amended to a total fixed payment of $2.7 million. The payout date is within 30 days following the finalization of the Company’s audited financial statements for the fiscal year ending December 31, 2021 and the payout is subject to the participant remaining employed by the Company through December 31, 2021, except for certain termination scenarios. As of December 31, 2021 and 2020, the Company has accrued $0.0 million and $2.1 million, respectively, related to the MIP and reflected in "Accrued Expenses" and “Other long-term liabilities” in the consolidated balance sheets.
v3.22.0.1
Earnings (Loss) Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings (Loss) Per Share
 
The following table details the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data):
 
 Year ended December 31,
 202120202019
Numerator:   
Net income (loss) attributable to ModivCare$(6,585)$88,836 $966 
Dividends on convertible preferred stock outstanding— (1,171)(4,403)
Dividends paid pursuant to the Conversion Agreement
— (816)— 
Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement— (52,139)— 
Income allocated to participating securities— (2,239)— 
Net income (loss) available to common stockholders$(6,585)$32,471 $(3,437)
Continuing operations$(6,289)$33,249 $(9,356)
Discontinued operations(296)(778)5,919 
Net income (loss) available to common stockholders$(6,585)$32,471 $(3,437)
Denominator:   
Denominator for basic earnings per share -- weighted-average shares14,054,060 13,567,323 12,958,713 
Effect of dilutive securities:   
Common stock options— 71,651 — 
Restricted stock units— 44,334 — 
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion14,054,060 13,683,308 12,958,713 
Basic earnings (loss) per share:   
Continuing operations$(0.45)$2.45 $(0.72)
Discontinued operations(0.02)(0.06)0.46 
   Basic earnings (loss) per share$(0.47)$2.39 $(0.26)
  Diluted earnings (loss) per share:   
Continuing operations$(0.45)$2.43 $(0.72)
Discontinued operations(0.02)(0.06)0.46 
  Diluted earnings (loss) per share$(0.47)$2.37 $(0.26)
 
Income allocated to participating securities is calculated by allocating a portion of net income attributable to ModivCare, less dividends on convertible stock, to the convertible preferred stockholders on a pro-rata as converted basis; however, the convertible preferred stockholders are not allocated losses.

The following weighted-average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive:
 Year ended December 31,
 202120202019
Stock options to purchase common stock56,291 43,061 583,469 
Convertible preferred stock— — 800,460 
v3.22.0.1
Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases Leases
Effective January 1, 2019, the Company adopted ASC 842, Leases, and recognized lease obligations and associated right-of-use ("ROU") assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties.
 
Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease.

To determine whether a contract contains a lease, the Company evaluates its contracts and verifies that there is an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term and has the right to direct the use of the identified asset. If a contract is determined to contain a lease and the Company is a lessee, the lease is evaluated to determine whether it is an operating or financing lease.

The discount rate used for each lease is determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considers the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continues discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applies this rate to its entire portfolio of leases on the basis that any adjustments to the rate for lease term or asset classification would not affect the interest rate charged under the debt or have a material effect on the discounted lease liability.

A summary of all lease classifications in our consolidated balance sheets is as follows (in thousands):

LeasesClassificationDecember 31, 2021December 31, 2020
Assets
Operating lease assetsOperating lease ROU assets$43,750 $30,928 
Finance lease assets
Property and equipment, net
— 367 
  Total leased assets$43,750 $31,295 
Liabilities
Current:
   OperatingCurrent portion of operating lease liabilities$9,873 $8,277 
   FinanceCurrent portion of long-term obligations— 45 
Long-term:
   OperatingOperating lease liabilities, less current portion34,524 23,437 
   FinanceFinance lease liabilities, less current portion— — 
  Total lease liabilities$44,397 $31,759 

As of December 31, 2021, maturities of lease liabilities are as follows (in thousands):
Operating Leases
2022$11,256 
20239,777 
20247,137 
20254,937 
20263,742 
Thereafter16,527 
Total lease payments$53,376 
Less: interest and accretion(8,979)
Present value of minimum lease payments$44,397 
Less: current portion(9,873)
Long-term portion$34,524 

As of December 31, 2020, maturities of lease liabilities were as follows (in thousands):

Operating LeasesFinance LeasesTotal
2021$10,323 $45 $10,368 
20228,756 — 8,756 
20236,140 — 6,140 
20244,145 — 4,145 
20252,833 — 2,833 
Thereafter4,737 — 4,737 
Total lease payments$36,934 $45 $36,979 
Less: interest and accretion(5,220)— (5,220)
Present value of minimum lease payments$31,714 $45 $31,759 
Less: current portion(8,277)(45)(8,322)
Long-term portion$23,437 $— $23,437 

Lease terms and discount rates are as follows:

December 31, 2021December 31, 2020
Weighted-average remaining lease term (years):
   Operating lease costs6.614.89
   Finance lease costN/A0.80
Weighted-average discount rate:
   Operating lease costs5.25 %5.25 %
   Finance lease costN/A3.28 %

For the years ended December 31, 2021 and December 31, 2020, our operating lease cost was $13.6 million and $10.4 million, respectively, and is primarily included in "Service expense” on our accompanying consolidated statements of operations. A summary of other lease information is as follows (in thousands):
Year Ended December 31, 2021Year Ended December 31, 2020
Financing cash flows from finance leases$— $(336)
Operating cash flows from operating leases$(5,701)$(10,771)
Amortization of operating lease ROU assets
$11,330 $9,238 
ROU assets obtained through operating lease liabilities
$24,152 $19,992 
Leases Leases
Effective January 1, 2019, the Company adopted ASC 842, Leases, and recognized lease obligations and associated right-of-use ("ROU") assets for its existing non-cancelable operating leases. The Company has non-cancelable operating leases primarily associated with office space and other facilities. The leases expire in various years and generally provide for renewal options. In the normal course of business, management expects that these leases will be renewed or replaced by leases on other properties.
 
Certain operating leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Several of these lease agreements contain provisions for periods in which rent payments are reduced. The total amount of rental payments due over the lease term is recorded as rent expense on a straight-line basis over the term of the lease.

To determine whether a contract contains a lease, the Company evaluates its contracts and verifies that there is an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term and has the right to direct the use of the identified asset. If a contract is determined to contain a lease and the Company is a lessee, the lease is evaluated to determine whether it is an operating or financing lease.

The discount rate used for each lease is determined by estimating an appropriate incremental borrowing rate. In estimating an incremental borrowing rate, the Company considers the debt information, credit rating, and interest rate on the revolving credit facility, which is collateralized by the Company's assets. Accordingly, the Company continues discounting its remaining operating lease payments for calculating its lease liability using a rate of 5.25%. The Company applies this rate to its entire portfolio of leases on the basis that any adjustments to the rate for lease term or asset classification would not affect the interest rate charged under the debt or have a material effect on the discounted lease liability.

A summary of all lease classifications in our consolidated balance sheets is as follows (in thousands):

LeasesClassificationDecember 31, 2021December 31, 2020
Assets
Operating lease assetsOperating lease ROU assets$43,750 $30,928 
Finance lease assets
Property and equipment, net
— 367 
  Total leased assets$43,750 $31,295 
Liabilities
Current:
   OperatingCurrent portion of operating lease liabilities$9,873 $8,277 
   FinanceCurrent portion of long-term obligations— 45 
Long-term:
   OperatingOperating lease liabilities, less current portion34,524 23,437 
   FinanceFinance lease liabilities, less current portion— — 
  Total lease liabilities$44,397 $31,759 

As of December 31, 2021, maturities of lease liabilities are as follows (in thousands):
Operating Leases
2022$11,256 
20239,777 
20247,137 
20254,937 
20263,742 
Thereafter16,527 
Total lease payments$53,376 
Less: interest and accretion(8,979)
Present value of minimum lease payments$44,397 
Less: current portion(9,873)
Long-term portion$34,524 

As of December 31, 2020, maturities of lease liabilities were as follows (in thousands):

Operating LeasesFinance LeasesTotal
2021$10,323 $45 $10,368 
20228,756 — 8,756 
20236,140 — 6,140 
20244,145 — 4,145 
20252,833 — 2,833 
Thereafter4,737 — 4,737 
Total lease payments$36,934 $45 $36,979 
Less: interest and accretion(5,220)— (5,220)
Present value of minimum lease payments$31,714 $45 $31,759 
Less: current portion(8,277)(45)(8,322)
Long-term portion$23,437 $— $23,437 

Lease terms and discount rates are as follows:

December 31, 2021December 31, 2020
Weighted-average remaining lease term (years):
   Operating lease costs6.614.89
   Finance lease costN/A0.80
Weighted-average discount rate:
   Operating lease costs5.25 %5.25 %
   Finance lease costN/A3.28 %

For the years ended December 31, 2021 and December 31, 2020, our operating lease cost was $13.6 million and $10.4 million, respectively, and is primarily included in "Service expense” on our accompanying consolidated statements of operations. A summary of other lease information is as follows (in thousands):
Year Ended December 31, 2021Year Ended December 31, 2020
Financing cash flows from finance leases$— $(336)
Operating cash flows from operating leases$(5,701)$(10,771)
Amortization of operating lease ROU assets
$11,330 $9,238 
ROU assets obtained through operating lease liabilities
$24,152 $19,992 
v3.22.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
 
The federal and state tax provision is summarized as follows (in thousands):
 
 Year Ended December 31,
 202120202019
Federal income tax (benefit) expense:   
Current$6,721 $2,248 $(560)
Deferred(820)8,183 4,938 
  Total federal income tax (benefit) expense5,901 10,431 4,378 
State income tax expense (benefit):   
Current5,081 10,032 2,513 
Deferred(2,253)1,893 (30)
  Total state income tax expense2,828 11,925 2,483 
Total provision for income taxes$8,729 $22,356 $6,861 

A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income from continuing operations before income taxes is as follows (in thousands):

 Year Ended December 31,
 202120202019
Federal statutory rates21.0 %21.0 %21.0 %
Federal income tax at statutory rates$8,545 $22,167 $5,073 
Change in valuation allowance385 (505)10 
Change in uncertain tax positions(929)116 181 
State income taxes, net of federal benefit1,743 10,519 1,921 
Non-taxable income(74)(124)(93)
Compensation expense1,204 1,036 606 
Stock-based compensation(1,004)(650)(101)
Meals and entertainment30 51 81 
Transaction costs89 1,289 — 
Tax credits(1,095)(650)(858)
CARES Act Benefit— (10,984)— 
Other(165)91 41 
Provision for income taxes$8,729 $22,356 $6,861 
Effective income tax rate21.5 %21.2 %28.4 %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities of continuing operations are as follows (in thousands):
 December 31,
 20212020
Deferred tax assets:  
Net operating loss carryforwards$3,570 $840 
Capital loss carryforward946 957 
Tax credit carryforwards516 389 
Interest expense carryforward5,100 1,570 
Accounts receivable allowance4,456 1,923 
Accrued items and reserves10,730 14,511 
Stock-based compensation812 852 
Deferred rent1,029 382 
Deferred revenue595 183 
Project costs952 — 
Other— 591 
  Total deferred tax assets28,706 22,198 
Deferred tax liabilities:  
Prepaids3,181 2,336 
Property and equipment depreciation11,174 4,600 
Goodwill and intangibles amortization82,290 66,781 
Equity investment23,209 38,400 
Other99 — 
   Total deferred tax liabilities119,953 112,117 
Deferred tax liabilities, net of deferred tax assets(91,247)(89,919)
Less valuation allowance(3,364)(2,276)
Net deferred tax liabilities$(94,611)$(92,195)
 
At December 31, 2021, the Company had $2.2 million federal net operating loss (“NOL”) carryforwards, and approximately $46.4 million of state NOL carryforwards which expire as follows (in thousands):

2026$490 
2027 and thereafter45,934 
Total state net operating loss carryforwards$46,424 

The federal NOL carryforwards and approximately $25.1 million of the state NOL carryforwards relate to pre-acquisition tax periods and are subject to change of ownership limitations on their use. These limitations are not expected to restrict the ultimate use of these loss carryforwards.

Realization of the Company’s net operating loss carryforwards is dependent on reversing taxable temporary differences and on generating sufficient taxable income. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized to the extent they are not covered by a valuation allowance. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
 
The net change in the total valuation allowance for the year ended December 31, 2021 was an increase of $1.1 million, of which $0.4 million related to current operations, $0.3 million related to an adjustment to the balance from the Simplura acquisition, and $0.4 million related to the balance from the Care Finders acquisition. The valuation allowance of $3.4 million includes amounts for state NOLs, capital loss and tax credit carryforwards for which the Company has concluded that it is more likely than not that these carryforwards will not be realized in the ordinary course of operations. The Company will continue to assess the valuation allowance, and to the extent it is determined that the valuation allowance should be changed, an appropriate adjustment will be recorded.
U.S. Tax Reform, CARES ACT

On December 22, 2017, the Tax Reform Act was enacted which institutes fundamental changes to the taxation of corporations. The Tax Reform Act includes a permanent reduction in the corporate tax rate to 21%, repeal of the corporate alternative minimum tax, expensing of capital investment, and limitation of the deduction for interest expense. This Act also provides that U.S. NOLs incurred after 2017 can only be carried forward to offset future taxable income.

On March 27, 2020, the CARES Act was enacted into law. The CARES Act includes several significant business tax provisions that, among other things, allows businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, and generally loosen the business interest limitation imposed by the Tax Reform Act.

Pursuant to the CARES Act, the Company carried its 2018 NOL back five years. As a result, the Company recorded a $27.3 million receivable for the 2018 U.S. NOL carryback, and a $11.0 million tax benefit from the favorable carryback tax rate of 35% compared to a carryforward tax rate of 21%. The Company also recorded an additional income tax payable of $3.5 million for 2019 as a result of the 2018 NOL being carried back instead of carried forward.

As of December 31, 2021, the Company received all of the $27.3 million receivable for the 2018 U.S. NOL carryback. This $27.3 million was also subject to the IRS Joint Committee Review, which was completed in the third quarter of 2021 with no material adjustments being made.

Unrecognized Tax Benefits
  
The Internal Revenue Service completed its audit of our consolidated U.S. income tax returns for 2015-2018 and the large refunds (total of $47.6 million from capital loss and NOL carrybacks) received from the loss on the WD Services sale with no material adjustments being made. In addition, we are being examined by various states and by the Saudi Arabian tax authorities. All known adjustments have been fully reserved.

The Company recognizes interest and penalties as a component of income tax expense. During the years ended December 31, 2021, 2020 and 2019, the Company recognized a benefit of approximately $0.2 million, an expense of $0.1 million and an expense of $0.1 million, respectively, in interest and penalties from continuing operations. The Company had approximately $0.1 million and $0.2 million, for the payment of penalties and interest of continuing operations accrued as of December 31, 2021 and 2020, respectively.

A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands):
 December 31,
 202120202019
Unrecognized tax benefits, beginning of year$1,519 $1,403 $1,222 
Increase related to prior year tax positions(1,027)— 133 
Increase related to current year tax positions148 116 128 
Statute of limitations expiration(50)— (80)
Unrecognized tax benefits, end of year$590 $1,519 $1,403 
 
The entire ending balance in unrecognized tax benefits of $0.6 million as of December 31, 2021 would reduce tax expense and our effective tax rate. The Company expects no material amount of the unrecognized tax benefits to be recognized during the next twelve months.

The Company is subject to taxation in the U.S. and various state jurisdictions. The statute of limitations is generally three years for the U.S. and between three and four years for the various states in which the Company operates. The tax years that remain open for examination by the U.S. and states principally include the years 2017 to 2020.
v3.22.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
 
Legal proceedings
 
In the ordinary course of business, the Company may from time to time be or become involved in various lawsuits. Unless otherwise expressly stated, our management does not expect any ongoing lawsuits involving the Company to have a material impact on the business, liquidity, financial condition, or results of operations of the Company.

On August 6, 2020, LogistiCare Solutions, LLC, the Company’s subsidiary now known as ModivCare Solutions, LLC (“ModivCare Solutions”), was served with a putative class action lawsuit filed against it by Mohamed Farah, the owner of transportation provider Dalmar Transportation, in the Western District of Missouri, seeking to represent all non-employee transportation providers contracted with ModivCare Solutions. The lawsuit alleges claims under the Fair Labor Standards Act of 1938, as amended (the “FLSA”), and the Missouri Minimum Wage Act, and asserts that all transportation providers to ModivCare Solutions in the putative class should be considered ModivCare Solutions’ employees rather than independent contractors. On June 6, 2021, the Court conditionally certified as the putative class all current and former In Network Transportation Providers who, individually or through their companies, were issued 1099 payments from ModivCare Solutions for providing non-emergency medical transportation services for ModivCare Solutions for the previous three years. Notice of the proposed collective class was issued on October 5, 2021, and potential members of the class had until January 3, 2022 to opt-in. Plaintiff’s deadline to move for class certification is April 4, 2022, and ModivCare Solutions’ opposition to class certification is due May 19, 2022. ModivCare Solutions believes it will be able to successfully oppose class certification of this action after discovery and in any event intends to defend itself vigorously with respect to this matter, believes that it is and has been in compliance in all material respects with the laws and regulations regarding the characterization of the transportation providers as independent contractors, and does not believe that the ultimate outcome of this matter will have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations.

On January 21, 2019, the United States District Court for the Southern District of Ohio unsealed a qui tam complaint, filed in December 2015, against Mobile Care Group, Inc., Mobile Care Group of Ohio, LLC, Mobile Care EMS & Transport, Inc. (collectively, the “Mobile Care Entities”) and ModivCare Solutions by Brandee White, Laura Cunningham, and Jeffery Wisier (the “Relators”) alleging that the Mobile Care Entities and indirectly ModivCare Solutions violated the federal False Claims Act by presenting claims for payment to government healthcare programs knowing that the prerequisites for such claims to be paid had not been met. The Relators seek to recover damages, fees and costs under the federal False Claims Act, including treble damages, civil penalties and attorneys’ fees. In addition, the Relators seek reinstatement to their jobs with the Mobile Care Entities. None of the Relators were employed by ModivCare Solutions. The federal government has declined to intervene against ModivCare Solutions. ModivCare Solutions filed a motion to dismiss the Complaint on April 22, 2019, but such motion was denied on October 26, 2021. ModivCare Solutions filed an interlocutory appeal of this ruling, which is currently pending before the Sixth Circuit Court of Appeals. ModivCare Solutions believes that the case will not have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations.

In 2017, one of our Personal Care segment subsidiaries, All Metro Home Care Services of New York, Inc. d/b/a All Metro Health Care (“All Metro”), received a class action lawsuit in state court claiming that, among other things, it failed to properly pay live-in caregivers who stay in patients’ homes for 24 hours per day (“live-ins”). The Company currently pays live-ins for 13 hours per day as supported through a written opinion letter from the New York State Department of Labor (“NYSDOL”). A similar case involving this issue has been heard by the New York Court of Appeals (New York’s highest court), which on March 26, 2019, issued a ruling reversing earlier lower courts’ decisions that an employer must pay live-ins for 24 hours. The Court of Appeals agreed with the NYSDOL’s interpretation to pay live-ins 13 hours instead of 24 hours if certain conditions were being met. If the class action lawsuit on this matter is allowed to proceed, and is successful, All Metro may be liable for back wages and litigated damages going back to November 2011. All Metro filed its motion to oppose class certification of this matter and intends to defend itself vigorously with respect to this matter, believes that it is and has been in compliance in all material respects with the laws and regulations covering pay for live-in caregivers, and does not believe in any event that the ultimate outcome of this matter will have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations.

Deferred Compensation Plan
 
The Company has one deferred compensation plan for management and highly compensated employees of NEMT Services as of December 31, 2021. The deferred compensation plan is unfunded, and benefits are paid from the general assets of the Company. The total of participant deferrals, which is reflected in “Other long-term liabilities” in the consolidated balance sheets, was $2.7 million and $2.6 million at December 31, 2021 and 2020, respectively.
v3.22.0.1
Transactions with Related Parties
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Transactions with Related Parties Transactions with Related Parties
Cash Settled Awards
 
On an annual basis, the Company grants stock equivalent unit awards (“SEUs”) to Coliseum Capital Management, LLC (“Coliseum”) as compensation for the board of directors’ service of Christopher Shackelton, Chairman of the Board, for his service on the Board in lieu of the restricted share awards that are given to our other non-employee directors. These SEUs typically have a one-year vesting schedule and are paid out in cash upon vesting based upon the closing price of the Company’s common stock on the date of vesting. During the years ended December 31, 2021, 2020 and 2019, respectively, the Company granted 725, 1,952 and 1,857 SEUs under this program. The fair value of the SEUs is based on the closing stock price on the last day of the period and the completed requisite service period. The Company recorded an expense of $0.3 million and $0.3 million for SEUs during the years ended December 31, 2021 and 2020, respectively. The Company had an immaterial expense for SEUs for the year ended December 31, 2019. The unrecognized compensation cost for SEUs is expected to be recognized over a weighted average period of 0.1 years; however, the total expense for SEUs will continue to be adjusted until the awards are settled. The liability for unvested SEU awards of $0.2 million and $0.4 million at December 31, 2021 and 2020, respectively, is reflected in “Accrued expenses and other current liabilities” in the consolidated balance sheets. At December 31, 2021, the Company had 1,344 SEUs outstanding.
 
In addition, on September 11, 2014, the Company granted 200,000 stock option equivalent units (“SOEUs”) to Coliseum at an exercise price of $43.81 per share that were fully vested. The SOEUs were accounted for as liability awards, with the recorded expense adjustment attributable to the Company’s change in stock price from the previous reporting period. On August 12, 2021, Coliseum exercised all of the SOEUs at a stock price of $182.73 per share for a total cash settlement of $27.8 million. The Company recorded an expense of $8.8 million and $15.8 million for SOEUs during the years ended December 31, 2021 and 2020, respectively, and a benefit of $0.4 million for the year ended December 31, 2019. These impacts are included in “General and administrative expense” in the consolidated statements of operations. At December 31, 2021, there were no SOEU's outstanding. The liability for unexercised SOEUs of $19.0 million was included in “Accrued expenses and other current liabilities” in the consolidated balance sheets as of December 31, 2020, there was no remaining liability as of December 31, 2021.
 
The cash settled share-based compensation expense in total excluded a tax benefit of $2.6 million and $4.5 million for the years ended December 31, 2021 and 2020, respectively, and a tax expense of $0.1 million for the year ended December 31, 2019.

As discussed in Note 14, Convertible Preferred Stock, Net, on June 8, 2020, the Company entered into a Preferred Stock Conversion Agreement with Coliseum Capital Partners, L.P. and certain funds and accounts managed by Coliseum Capital Management, LLC. Pursuant to the Conversion Agreement, the Company purchased 369,120 shares of Series A Convertible Preferred Stock, par value $0.001 per share, in exchange for $209.88 in cash per share of Series A Preferred Stock, plus a cash amount equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020. Further, the Holders converted 369,120 shares of Series A Preferred Stock into 925,567 shares of common stock, a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, and a cash payment of $8.82 per share of Series A Preferred Stock. The amount of accrued dividends paid pursuant to the Conversion Agreement was equal to $0.8 million.

Further, on September 3, 2020, the Company elected to affect the conversion (the “Conversion”) of all of the outstanding Series A Convertible Preferred Stock. In accordance with the Preferred Stock Conversion Agreement dated June 8, 2020 (as amended), immediately prior to the Conversion, the Company repurchased 27,509 shares of Series A Preferred Stock from the Holders for a cash amount equal to $209.88 per share of Series A Preferred Stock and a cash amount equal to accrued but unpaid dividends on such shares through the day prior to the Conversion.

There were no convertible preferred stock dividends earned by Coliseum Stockholders during the year ended December, 31, 2021. Convertible preferred stock dividends earned by the Coliseum Stockholders during the year ended December 31, 2020 totaled $2.0 million, including accrued dividends paid pursuant to the Conversion Agreement.
v3.22.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOn February 3, 2022, the Company entered into a five-year senior secured revolving credit facility in the amount of up to $325.0 million with JPMorgan Chase Bank, N.A. as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. A portion of the revolving credit facility in the amount of $60.0 million will be available for issuance as letters of credit. Additional information concerning the New Credit Agreement and related New Credit Facility is included in the Company’s current report on Form 8-K filed by the Company with the SEC on February 4, 2022, which information is incorporated herein by reference thereto, as well under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – New Credit Facility”, which information is incorporated herein by reference thereto.
v3.22.0.1
Discontinued Operations
 12 Months Ended
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
 
WD Services Segment

On December 21, 2018, the Company completed the sale of substantially all of the operating subsidiaries of its WD Services segment to APM and APM UK Holdings Limited, an affiliate of APM, except for the segment’s employment services operations in Saudi Arabia. The Company’s contractual counterparties in Saudi Arabia, including an entity owned by the Saudi Arabian government, assumed these operations beginning January 1, 2019.

The total cash consideration of the sale was $46.5 million, with the buyer retaining existing WD Services cash of $21.0 million. In addition to the purchase consideration, the Company expects to realize cash tax benefits of approximately $63.8 million from the transaction (considering CARES Act impact), of which $62.6 million ($59.1 million of refunds and $3.5 million of avoided payments) have been realized as of December 31, 2021. The remaining cash tax benefit of $1.2 million is expected to be realized as refunds and offsets to tax payments over the next year. In addition, $0.9 million of benefits related to capital loss carryforwards is available, which amount was reserved as of December 31, 2021.

The Company continues to recognize certain immaterial expenses related to the wind down of this segment. The loss of $0.3 million and $0.8 million for the year ended December 31, 2021 and 2020, respectively, was primarily related to costs incurred for personnel, facilities and miscellaneous administrative expenses in our continuing efforts to wind down the WD Services Saudi Arabian entity.

Human Services Segment
On November 1, 2015, the Company completed the sale of its Human Services segment. During the year ended December 31, 2019, the Company recorded additional expenses related to the Human Services segment, principally related to previously disclosed legal proceedings. In a prior period, the Company received a settlement from an insurance agency to partially offset a previously recognized loss from 2017, in the amount of $6.9 million, and reported a provision for income taxes related to this settlement of $0.9 million. There has been no further activity for the Human Services segment and there are no assets or liabilities on the balance sheet of the Company related to this segment as of December 31, 2021 and 2020.
v3.22.0.1
Schedule II Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II Valuation and Qualifying Accounts
Schedule II Valuation and Qualifying Accounts
 
  Additions    
Balance at
beginning of
period		Charged to
costs and
expenses		Charged to
other
accounts		DeductionsBalance at
end of
period
Year Ended December 31, 2021:       
Allowance for doubtful accounts$2,403 1,740 $— $(1,847)(1)$2,296 
Year Ended December 31, 2020:      
Allowance for doubtful accounts$5,933 $642 $— $(4,172)(1)$2,403 
Year Ended December 31, 2019:      
Allowance for doubtful accounts$1,854 $3,220 $1,090 $(231)(1)$5,933 
Notes:
 
(1)Write-offs, net of recoveries.

All other schedules are omitted because they are not applicable or the required information is shown in our financial statements or the related notes thereto.
v3.22.0.1
Significant Accounting Policies and Recent Accounting Pronouncements (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
 
The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars unless otherwise noted.

The Company accounts for its investment in Matrix using the equity method, as the Company does not control the decision-making process or business management practices of Matrix. While the Company has access to certain information and performs certain procedures to review the reasonableness of information, the Company relies on the management of Matrix to provide accurate financial information prepared in accordance with GAAP. The Company receives audit reports relating to such financial information from Matrix’s independent auditors on an annual basis. The Company is not aware of any errors in or possible misstatements of the financial information provided by Matrix that would have a material effect on the Company’s consolidated financial statements. See Note 7, Equity Investment, for further information.

Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation.

Impact of the COVID-19 Pandemic

Since March 2020, the COVID-19 pandemic and the measures enacted by state and government officials to contain COVID-19 or slow its spread have had an ongoing adverse impact on the Company’s business, as well as its patients, communities, and employees. With ongoing uncertainties around the duration and magnitude of the pandemic, especially when considering current mutations of COVID-19, including the Delta and Omicron variants, which may increase reported rates of COVID-19 cases and may give rise to future mutations that are more resistant to the two Federal Drug Administration ("FDA") approved vaccines, the ultimate impact to the business remains uncertain. Accordingly, the COVID-19 pandemic could continue to have an adverse impact on the Company's financial statements with potential for (i) labor shortages or other disruptions that impact our ability to provide services, and (ii) decreased member comfort leaving the house to obtain transportation for non-emergency medical purposes; among other things. Despite ongoing uncertainties, the Company’s priorities throughout the COVID-19 pandemic remain intact with emphasis on protecting the health and safety of its employees, maximizing the availability of its services and products to support the SDoH, and supporting the operational and financial stability of its business.

Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the CARES Act. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund ("Provider Relief Fund" or "PRF").
Principles of Consolidation
Principles of Consolidation
 
The accompanying consolidated financial statements include ModivCare Inc., its wholly-owned subsidiaries, and entities it controls, or in which it has a variable interest and is the primary beneficiary of expected cash profits or losses. The Company records its investments in entities that it does not control, but over which it has the ability to exercise significant influence, using the equity method. The Company has eliminated significant intercompany transactions and accounts.
Accounting Estimates
Accounting Estimates
 
The Company uses estimates and assumptions in the preparation of the consolidated financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Company’s consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. The Company’s actual financial results could differ significantly from these estimates. The significant estimates underlying the Company’s consolidated financial statements include revenue recognition; allowance for doubtful accounts; accrued transportation costs; income taxes; recoverability of current and long-lived assets, including equity method investments; intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangibles and contingent consideration; and loss reserves for reinsurance and self-funded insurance programs.
Cash and Cash Equivalents
Cash and Cash Equivalents
 
Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months or less. Investments in cash equivalents are carried at cost, which approximates fair value. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of the federally insured limits.
Accounts Receivable and Allowance for Doubtful Accounts Accounts Receivable and Allowance for Doubtful AccountsThe Company records accounts receivable amounts at the contractual amount, less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts at an amount it estimates to be sufficient to cover the risk that an account will not be collected due to credit risk. In order to establish the amount of the allowance related to the credit risk of accounts receivable, the Company considers information related to receivables that are past due, past loss experience, current and forecasted economic conditions, and other relevant factors. In circumstances where the Company is aware of a customer’s inability to meet its financial obligation, the Company records a specific allowance for doubtful accounts to reduce its net recognized receivable to an amount the Company reasonably expects to collect.
Business Combinations
Business Combinations
 
The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations, with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Acquisitions, for further discussion of the Company’s acquisitions.
Property and Equipment
Property and Equipment
 
Property and equipment are stated at historical cost, net of accumulated depreciation, or at fair value if the assets were initially recorded as the result of a business combination or if the asset was remeasured due to an impairment. Depreciation is calculated using the straight-line method over the estimated useful life of the asset to the Company. Maintenance and repairs are expensed as incurred. Gains and losses resulting from the disposition of an asset are reflected in operating expense.
Recoverability of Goodwill
Recoverability of Goodwill
 
In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews goodwill for impairment annually, or more frequently if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal
factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price. We perform our annual goodwill impairment test as of October 1.

First, we perform qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value amount, then we perform a quantitative assessment and compare the fair value of the reporting unit to its carrying value.
 
The fair value of the Company's reporting units is estimated using either an income approach, a market valuation approach, a transaction valuation approach or a blended approach. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The transaction valuation approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to publicly available transactional data involving both publicly traded and private entities in similar lines of business. The Company’s significant estimates in both the market and transaction approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit.
Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets
Recoverability of Intangible Assets Subject to Amortization and Other Long-Lived Assets
 
Intangible assets subject to amortization and other long-lived assets are carried at cost and are amortized or depreciated on a straight-line basis over their estimated useful lives of 2 to 15 years. In accordance with ASC 360, Property, Plant, and Equipment, the Company reviews the carrying value of long-lived assets or groups of assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset or group of assets is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or group of assets or significant declines in the observable market value of an asset or group of assets. The presence or occurrence of those events indicates that an asset or group of assets may be impaired. In those cases, the Company assesses the recoverability of an asset or group of assets by determining whether the carrying value of the asset or group of assets exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or the primary asset in the group of assets. If such testing indicates the carrying value of the asset or group of assets is not recoverable, the Company estimates the fair value of the asset or group of assets using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets or groups of assets is less than carrying value, the Company records an impairment loss equal to the excess of the carrying value over the estimated fair value.
Accrued Transportation Costs
Accrued Transportation Costs
 
The Company generally contracts with third-party providers to provide transportation. The cost of transportation is recorded in the month the services are rendered, based upon contractual rates and mileage estimates. Transportation providers provide invoices once the trip is completed. Any trips that have not been invoiced require an accrual, based upon the expected cost as well as an estimate for cancellations, as the Company is generally only obligated to pay the transportation provider for completed trips. These estimates are based upon the historical trend associated with each contract’s population and the transportation provider network servicing the program. There may be differences between actual invoiced amounts and estimated costs, and any resulting adjustments are included in expense.
Deferred Financing Costs and Debt Discounts
Deferred Financing Costs and Debt Discounts
 
The Company capitalizes costs incurred in connection with its credit facilities and other borrowings, referred to as deferred financing costs, and amortizes such costs over the life of the respective credit facility or other borrowings. Costs associated with the revolving facility are capitalized as deferred financing costs and included in "Prepaid expenses and other current assets" on the consolidated balance sheets. Costs associated with term loans are capitalized and included as a reduction to the debt balance on the consolidated balance sheets.
Revenue Recognition
Revenue Recognition

Under ASC 606, the Company recognizes revenue as it transfers promised services to its customers and generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations and recognizes revenue over time instead of at points in time.

The Company holds different contract types under its different segments of business. In the NEMT segment, there are both capitated contracts, under which payors pay a fixed amount monthly per eligible member, and fee-for-service ("FFS"), under which the Company bills and collects a specified amount for each service that is provided. Personal Care contracts are also FFS, and service revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered. RPM service revenue consists of revenue from monitoring services provided to the customer. Under RPM contracts, payors pay per-enrolled-member-per-month, based on enrolled membership. See further information in Note 5, Revenue Recognition.

Grant Income

The Company received distributions from the CARES Act PRF of approximately $5.4 million during the year ended December 31, 2021, targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments are required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. The Company recognizes grant payments as grant income when there is reasonable assurance that it has complied with the conditions associated with the grant. Grant income recognized by the Company is presented in grant income in the accompanying condensed consolidated statements of operations. HHS guidance related to PRF grant funds is still evolving and subject to change. The Company is continuing to monitor the reporting requirements as they evolve.

CARES Act Payroll Deferral

The CARES Act also provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet.
Stock-Based Compensation
Stock-Based Compensation
 
The Company follows the fair value recognition provisions of ASC Topic 718 – Compensation – Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value.
•The Company calculates the fair value of stock options using the Black-Scholes option-pricing formula. The fair value of restricted stock awards or units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Forfeitures are recorded as they occur. The expense for stock-based compensation awards is amortized on a straight-line basis over the requisite service period, which is typically the vesting period.
•The Company records restricted stock units (“RSUs”) that may be settled by the holder in cash, rather than shares, as a liability and remeasures these liabilities at fair value at the end of each reporting period. Upon settlement of these awards, the cumulative compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on the Company’s stock price on the settlement date.
•The Company also is authorized under its Incentive Plan to issue performance-based RSUs. Such awards, when issued, vest upon achievement of pre-established company specific performance conditions and a service period. The fair value of the performance-based RSU awards is determined based on the closing market price of the Company’s Common Stock on the grant date and an assessment of the probability the performance targets will be achieved. The expense for such awards would be recognized over the requisite service period.
Income Taxes
Income Taxes
 
Deferred income taxes are determined by the asset and liability method in accordance with ASC Topic 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available for tax reporting purposes, as well as other relevant factors. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The net amount of deferred tax liabilities and assets, net of the valuation allowance, is presented as noncurrent in the Company's consolidated balance sheets.

Due to inherent complexities arising from the nature of the Company’s businesses, future changes in income tax law or variances between the Company’s actual and anticipated operating results, the Company makes certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.
 
The Company has recorded a valuation allowance which includes amounts for certain carryforwards and deferred tax assets, as more fully described in Note 19, Income Taxes, for which the Company has concluded that it is more likely than not that these carryforwards and deferred tax assets will not be realized in the ordinary course of operations.
 
The Company recognizes interest and penalties related to income taxes as a component of income tax expense.

The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the consolidated financial statements.
On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted. See Note 19, Income Taxes, for a discussion of the impact on the Company from these acts.
Loss Reserves for Certain Reinsurance Programs
Loss Reserves for Certain Reinsurance Programs
 
The Company historically reinsured a substantial portion of its automobile, general and professional liability and workers’ compensation costs under certain reinsurance programs. The Company utilizes a report prepared by an independent actuary to estimate the gross expected losses related to these reinsurance policies, including the estimated losses in excess of insured limits, which would be reimbursed to the Company to the extent such losses were incurred.  As of December 31, 2021 and 2020, the Company had reserves of $8.3 million and $6.3 million, respectively, for the automobile, general and professional liability and workers’ compensation reinsurance policies. The gross reserve as of December 31, 2021 and 2020 of $22.3 million and $15.1 million, respectively, is classified as other long-term liabilities in the consolidated balance sheets.  The estimated amount to be reimbursed to the Company as of December 31, 2021 and 2020 was $14.0 million and $8.8 million, respectively, and is classified as other long-term assets in the consolidated balance sheets. The increase in these amounts from 2020 to 2021 is largely attributable to the coverage of the Simplura business under our insurance programs.
 
The Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves, such as assessing historical paid claims, average lag times between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. 

Self-Funded Insurance Programs
The Company also maintains a self-funded health insurance program with a stop-loss umbrella policy with a third-party insurer to limit the maximum potential liability for individual claims generally to $0.3 million per person, subject to an aggregating stop-loss limit of $0.4 million. In addition, the program has a total stop-loss limit for total claims, in order to limit the Company’s exposure to catastrophic claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of December 31, 2021 and 2020, the Company had $1.9 million and $2.0 million, respectively, in reserves for its self-funded health insurance programs. The reserves are classified as “accrued expenses and other current liabilities” in the consolidated balance sheets.
Discontinued Operations
Discontinued Operations
 
In determining whether a group of assets disposed (or to be disposed) of should be presented as a discontinued operation, the Company makes a determination of whether the criteria for held-for-sale classification is met and whether the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. If these determinations can be made affirmatively, the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from continuing operating results of the Company in the consolidated financial statements. Discontinued operations currently consists of minimal activity related to our former WD services segment, disposed of in 2018, as well as our Human Services segment, disposed of in 2015. See Note 22, Discontinued Operations, for a summary of discontinued operations related to prior years.
Earnings (Loss) Per Share
Earnings (Loss) Per Share
 
The Company computes basic earnings (loss) per share by taking net income (loss) attributable to the Company available to common stockholders divided by the weighted average number of common shares outstanding during the period, including restricted stock and stock held in escrow if such shares are participating securities. Diluted earnings per share includes the potential dilution that may occur from stock-based awards and other stock-based commitments using the treasury stock or the as-if converted methods, as applicable. For additional information on how the Company computes earnings per share, see Note 17, Earnings Per Share.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
The Company adopted the following accounting pronouncements during the year ended December 31, 2021: 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The ASU removes certain exceptions to the general principles in ASC 740, Income Taxes ("ASC 740"), and also clarifies and amends existing guidance to reduce complexity in accounting for income taxes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. There was no material impact to the financial statements from the adoption of this ASU.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"), to clarify the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. ASU 2020-01 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. There was no material impact to the financial statements from the adoption of this ASU.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04") which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The relief granted in ASC 848, Reference Rate Reform ("ASC 848"), is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. The provisions of ASC 848 must be applied for all transactions other than derivatives, which may be applied at a hedging relationship level. Entities may apply the provisions as of the beginning of the reporting period when the election is made (i.e. as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. There was no material impact to the financial statements from the adoption of this ASU.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06") which addresses the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The update limits the accounting models for convertible instruments resulting in fewer embedded conversion features being
separately recognized from the host contract. Specifically, ASU 2020-06 removes from GAAP the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein, however as this ASU permits early adoption, we have adopted it for the fiscal year ended Decembers 31, 2021. This guidance did not have an impact on the consolidated financial statements or disclosures nor is it expected to have a material impact in the future.

Recent accounting pronouncements that the Company has yet to adopt are as follows:

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. ASU 2021-08 is effective for public business entities for fiscal years beginning on or after November 1, 2023, including interim periods therein. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations.
v3.22.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Schedule of Purchase Price Allocation The following table summarizes information from the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of November 18, 2020 (in thousands):
Cash$21,182 
Accounts receivable (1)
65,297 
Prepaid expenses and other (2)
10,975 
Property and equipment (3)
1,640 
Intangible assets (4)
264,770 
Operating right of use asset (5)
10,285 
Goodwill (6)
320,383 
Other assets (7)
628 
Accounts payable and accrued liabilities (7)
(46,073)
Accrued expense (7)
(2,564)
Deferred revenue (7)
(2,871)
Deferred acquisition payments (8)
(4,046)
Deferred acquisition note payable (7)
(1,050)
Operating lease liabilities (5)
(10,285)
Deferred tax liabilities (9)
(58,452)
Total of assets acquired less liabilities assumed$569,819 

The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

(1)     Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. Through this valuation, it was determined that $4.6 million of the initial accounts receivable was uncollectible, and therefore, the initial balance of $69.9 million was decreased to $65.3 million.
(2)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(3)     The acquired property and equipment consists primarily of leasehold improvements, furniture and fixtures, and vehicles. The fair value of the property and equipment was determined based upon the best and highest use of the property with final values determined using cost and comparable sales methods.
(4)     The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable15 years$221,000 
Trademarks and trade namesAmortizable3 years43,000 
LicensesNot AmortizableIndefinite770 
$264,770 

The Company valued trademarks and trade names utilizing the relief of royalty method and payor network utilizing the multi-period excess earnings method, a form of the income approach. The useful life of the trademarks and trade names intangible was decreased from 10 years to 3 years as of December 31, 2021 due to strategic shifts in the Company's personal care segment operations, partially contributed to by the acquisition of Care Finders, as discussed below. This is a prospective change to amortization expense.

(5)     The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $11.7 million based on market rates available to the Company during our preliminary purchase price allocation. This assessment has since been updated through the implementation of ASC 842 as of September 30, 2021, and the related balances have been updated to $10.3 million.
(6)     The acquisition preliminarily resulted in $309.7 million of goodwill as a result of expected synergies due to value-based care and solutions being provided to similar patient populations that partner with many of the same payor groups. In the second quarter of 2021, a closing cash adjustment of $3.5 million was paid to OEP AM, in the third quarter of 2021 other assets acquired were adjusted down by $3.9 million and in the fourth quarter of 2021, accounts receivable was adjusted down by $4.6 million due to certain receivables deemed uncollectible which caused a
corresponding increase to goodwill of $3.3 million, net of tax impacts. These changes increased the goodwill related to this transaction to $320.4 million. None of the acquired goodwill is deductible for tax purposes.
(7)     Accounts payable as well as certain other current and non-current assets and liabilities are stated at fair value as of the acquisition date.
(8)     Deferred acquisition payments are associated with historical acquisitions by Simplura.
(9)     Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.
The following is a preliminary estimate, based on certain preliminary items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of September 14, 2021 (in thousands):

Cash$11,424 
Accounts receivable (1)
14,708 
Prepaid expenses and other (2)
2,625 
Property and equipment (3)
2,527 
Inventories (4)
231 
Operating right of use asset (5)
1,939 
Intangibles (6)
100,750 
Goodwill (7)
232,161 
Other assets (8)
226 
Accounts payable (9)
(2,487)
Accrued expenses and other accrued liabilities (9)
(14,344)
Operating lease liability (5)
(1,939)
Deferred tax liabilities (10)
(2,618)
Other liabilities (9)
(378)
Total of assets acquired less liabilities assumed$344,825 

The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Upon finalization of the preliminary items noted below there may be related adjustments to certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022.

(1)     Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. This estimate is preliminary as the Company's evaluation of the collectability of receivables is ongoing.
(2)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(3)     The acquired property and equipment consists primarily of capitalized software, computer equipment, and automobiles.
(4)     Inventories are stated at fair value as of the acquisition date.
(5)     The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) were recorded at $1.9 million based on market rates available to the Company during our preliminary purchase price allocation.
(6)     The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable7 years$97,200 
Trade nameAmortizable3 years1,950 
Non-compete agreementAmortizable5 years1,600 
$100,750 

The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and non-compete agreements utilizing the with/without method.

(7)     The acquisition preliminarily resulted in $232.2 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets, an increase in market share, and a growing demographic that will need home care solutions. All of the acquired goodwill is deductible for tax purposes. Goodwill allocation to reporting units is not completed as of the date of the financial statements.
(8)     Included in other assets are security deposits with a value of $0.2 million.
(9)     Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date.
(10)     Net deferred tax liabilities represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.
The following is a preliminary estimate, based on certain preliminary items noted in the table below, of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, as of the acquisition date of September 22, 2021 (in thousands):

Cash$2,922 
Accounts receivable (1)
6,800 
Inventory (2)
1,684 
Prepaid expenses and other (3)
805 
Property and equipment (4)
14,908 
Intangible assets (5)
75,590 
Goodwill (6)
236,738 
Accounts payable and accrued liabilities (7)
(1,884)
Accrued expense (7)
(2,487)
Deferred revenue (7)
(67)
Deferred tax liabilities (8)
(17,491)
Total of assets acquired less liabilities assumed$317,518 
    
The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Upon finalization of the preliminary items noted below there may be related adjustments to certain of such items and to goodwill and income taxes. All items are expected to be finalized by the third quarter of 2022.

(1)    Management has valued accounts receivable based on the estimated future collectability of the receivables portfolio. This estimate is preliminary as the Company's evaluation of the collectability of receivables is ongoing.
(2)     Inventory is stated at fair value as of the acquisition date.
(3)     Given the short-term nature of the balance of prepaid expenses, the carrying value represents the fair value.
(4)     The acquired property and equipment consists primarily of personal emergency response system devices, computer equipment, buildings, and equipment. Management notes the carrying value of buildings, land, leasehold improvements, and building improvements represent the fair value. The Company valued remaining property, plant, and equipment utilizing the cost approach.
(5)    The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):

TypeUseful LifeValue
Payor networkAmortizable7 years$72,150 
Trade nameAmortizable3 years890 
Developed technologyAmortizable3 years2,550 
$75,590 

The Company valued payor network utilizing the multi-period excess earnings method, trade names utilizing the relief-from-royalty method and developed technology utilizing the cost approach.

(6)     The acquisition preliminarily resulted in $236.7 million of goodwill as a result of expected synergies due to future customers driven by expansion into different markets and an increase in market share. The amount of goodwill deductible for tax purposes has yet to be determined. Goodwill allocation to reporting units is not completed as of the date of the financial statements.
(7)     Accounts payable as well as certain other current and non-current liabilities are stated at fair value as of the acquisition date.
(8)     Net deferred tax liabilities represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 19, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the acquisition.
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):
TypeUseful LifeValue
Payor networkAmortizable15 years$221,000 
Trademarks and trade namesAmortizable3 years43,000 
LicensesNot AmortizableIndefinite770 
$264,770 
The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):
TypeUseful LifeValue
Payor networkAmortizable7 years$97,200 
Trade nameAmortizable3 years1,950 
Non-compete agreementAmortizable5 years1,600 
$100,750 
The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):
TypeUseful LifeValue
Payor networkAmortizable7 years$72,150 
Trade nameAmortizable3 years890 
Developed technologyAmortizable3 years2,550 
$75,590 
The fair value allocation of the net consideration is as follows (in thousands, except useful lives):
TypeUseful LifeValue
Payor networkAmortizable6 years$75,514 
Trade names and trademarks Amortizable3 years2,151 
$77,665 
The fair value allocation of the net consideration is as follows (in thousands, except useful lives):
TypeUseful LifeValue
Transportation management softwareAmortizable10 years$12,328 
Assembled workforceAmortizable10 years135 
$12,463 
Pro Forma Information
Year Ended December 31,
202120202019
Pro forma:
Revenue$2,181,943 $1,989,519 $1,977,156 
Income (loss) from continuing operations, net(23,280)(21,255)(16,946)
Diluted earnings (loss) per share$(1.66)$(1.57)$(1.65)
Schedule of Business Acquisitions, by Acquisition
The consideration paid for the acquisition is as follows (in thousands):
Value
Consideration paid$80,000 
Transaction costs774 
Restricted cash received(3,109)
Net consideration $77,665 
The consideration paid for the acquisition is as follows (in thousands):
Value
Consideration paid$12,000 
Transaction costs463 
Net consideration $12,463 
v3.22.0.1
Segments (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Financial Information Attributable to the Company's Business Segments The following table sets forth certain financial information from continuing operations attributable to the Company’s business segments for the years ended December 31, 2021, 2020 and 2019 (in thousands):
 
 Year Ended December 31, 2021
 NEMTPersonal CareRPMMatrix
Investment		Total
Service revenue, net$1,483,696 $495,579 $17,617 $— $1,996,892 
Grant income— 5,441 — — 5,441 
Service expense1,186,185 392,508 5,605 — 1,584,298 
General and administrative expense195,332 70,163 5,771 — 271,266 
Depreciation and amortization29,058 23,759 4,181 — 56,998 
Operating income$73,121 $14,590 $2,060 $— $89,771 
Equity in net loss of investee$— $— $— $53,092 $53,092 
Equity investment$— $— $— $83,069 $83,069 
Goodwill$135,216 $552,833 $236,738 $— $924,787 
Total assets$583,429 $1,020,014 $340,913 $83,069 $2,027,425 
 
 Year Ended December 31, 2020
 NEMTPersonal CareMatrix InvestmentTotal
Service revenue, net$1,314,705 $53,970 $— $1,368,675 
Service expense1,036,288 42,507 — 1,078,795 
General and administrative expense133,212 7,327 — 140,539 
Depreciation and amortization24,516 1,667 — 26,183 
Operating income$120,689 $2,469 $— $123,158 
Equity in net income of investee$— $— $(8,860)$(8,860)
Equity investment$— $— $137,466 $137,466 
Goodwill$135,216 $309,711 $— $444,927 
Total assets$594,952 $693,495 $137,466 $1,425,913 

 Year Ended December 31, 2019
 NEMTMatrix InvestmentTotal
Service revenue, net$1,509,944 $— $1,509,944 
Service expense1,401,152 — 1,401,152 
General and administrative expense67,244 — 67,244 
Depreciation and amortization16,816 — 16,816 
Operating income$24,732 $— $24,732 
Equity in net loss of investee$— $29,685 $29,685 
Equity investment$— $130,869 $130,869 
Goodwill$135,216 $— $135,216 
Total assets$466,357 $130,869 $597,226 
v3.22.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue The following table summarizes disaggregated revenue from contracts with customers for the years ended December 31, 2021, 2020, and 2019 by contract type (in thousands):
Year Ended December 31,
202120202019
NEMT capitated contracts$1,257,390 $1,132,929 $1,277,241 
NEMT FFS contracts226,306 181,776 232,703 
Total NEMT segment revenue1,483,696 1,314,705 1,509,944 
Personal Care FFS contracts495,579 53,970 — 
RPM service contracts17,617 — — 
Total service revenue, net$1,996,892 $1,368,675 $1,509,944 
The following table summarizes disaggregated revenue from contracts with customers by payor type (in thousands):
Year Ended December 31, 2021Year Ended December 31, 2020Year Ended December 31, 2019
State Medicaid contracts$835,113 $668,430 $737,251 
Managed Medicaid contracts953,174 592,252 581,999 
Managed Medicare contracts172,014 104,700 150,736 
Private pay and other contracts36,591 3,293 39,958 
Total service revenue, net$1,996,892 $1,368,675 $1,509,944 
Schedule of Accounts Receivable
The following table provides information about accounts receivable, net as of December 31, 2021 and 2020 (in thousands):
December 31, 2021December 31, 2020
Accounts receivable$210,937 $164,622 
Reconciliation contracts receivable (1)
24,480 35,724 
Allowance for doubtful accounts(2,296)(2,403)
Accounts receivable, net$233,121 $197,943 
Contract with Customer, Asset and Liability The following table provides information about other revenue related accounts included on the accompanying condensed consolidated balance sheets (in thousands):
December 31, 2021December 31, 2020
Accrued contract payables (1)
$281,586 $101,705 
Long-term contract payables (2)
$— $72,183 
Deferred revenue, current$4,228 $2,923 
(1)     Accrued contract payables primarily represent overpayments and liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19.

(2)     Long-term contract payables primarily represent liability reserves on certain risk corridor, profit rebate and reconciliation contracts due to lower activity as a result of COVID-19 that may be repaid in greater than 12 months.

The following table provides a summary rollforward of total contract payables and receivables as reported within the condensed consolidated balance sheets (in thousands):

December 31, 2020Additional Amounts RecordedAmounts Paid or SettledDecember 31, 2021
Reconciliation contract payables$33,330 $16,943 $(28,238)$22,035 
Profit rebate/corridor contract payables123,239 149,880 (26,695)246,424 
Overpayments and other cash items17,319 14,891 (19,083)13,127 
Total contract payables$173,888 $181,714 $(74,016)$281,586 
Reconciliation contract receivables$35,580 $17,669 $(28,846)$24,403 
Corridor contract receivables144 (67)— 77 
Total contract receivables$35,724 $17,602 $(28,846)$24,480 
v3.22.0.1
Cash, Cash Equivalents and Restricted Cash (Tables)
 12 Months Ended
Dec. 31, 2021
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]  
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows (in thousands):

December 31, 2021December 31, 2020
Cash and cash equivalents$133,139 $183,281 
Restricted cash, current283 75 
Cash, cash equivalents and restricted cash$133,422 $183,356 
v3.22.0.1
Equity Investment (Tables)
 12 Months Ended
Dec. 31, 2021
Equity Method Investment, Summarized Financial Information [Abstract]  
Income Statement And Balance Sheet Disclosure
Summary financial information for Matrix on a standalone basis is as follows (in thousands): 

 
 December 31, 2021December 31, 2020
Current assets$124,081 $143,110 
Long-term assets$482,063 $619,642 
Current liabilities$57,048 $81,920 
Long-term liabilities$340,448 $351,036 

 
 Year ended December 31, 2021Year ended December 31, 2020Year ended December 31, 2019
Revenue$398,260 $414,622 $275,391 
Operating income (loss)$1,316 $39,412 $(61,000)
Net income (loss)$(122,898)$15,137 $(69,353)
v3.22.0.1
Prepaid Expenses and Other (Tables)
 12 Months Ended
Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]  
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure
Prepaid expenses and other were comprised of the following (in thousands):
 
 December 31, 2021December 31, 2020
Prepaid income taxes$13,848 $14,633 
Prepaid insurance9,487 7,577 
Deferred financing costs on credit facility1,480 — 
Inventory1,458 — 
Prepaid rent265 1,196 
Other prepaid expenses12,013 9,237 
Total prepaid expenses and other current assets$38,551 $32,643 
v3.22.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment consisted of the following (in thousands, except useful lives):

Estimated
Useful
December 31,
 Life (years)20212020
Software3—10$35,323 $31,830 
Computer and telecommunications equipment3—531,417 28,446 
Monitoring equipment312,950 — 
Leasehold improvements
Shorter of 7 years or lease term
7,524 8,419 
Construction and development in progress N/A 6,598 4,721 
Furniture and fixtures5—103,906 2,330 
Automobiles 5 3,998 4,846 
Buildings30—401,886— 
LandN/A292 — 
Total property and equipment   103,894 80,592 
Less accumulated depreciation   (50,345)(53,048)
Total property and equipment, net   $53,549 $27,544 
v3.22.0.1
Goodwill and Intangibles (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Changes in the carrying amount of goodwill are presented in the following table (in thousands):
 
ModivCare
Balances at December 31, 2020 
Goodwill$540,927 
Accumulated impairment losses(96,000)
444,927 
Simplura Adjustment10,961 
Acquisition of Care Finders232,161 
Acquisition of VRI236,738 
Balances at December 31, 2021
Goodwill1,020,787 
Accumulated impairment losses(96,000)
$924,787 
Schedule of Finite-Lived Intangible Assets
Intangible assets are comprised of acquired payor networks, trademarks and trade names, developed technology, non-compete agreements, licenses, and an assembled workforce. Intangible assets consisted of the following (in thousands, except estimated useful lives):
        
  December 31,
  20212020
Estimated
Useful
Life (Yrs)
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Payor networks
3 - 15
$511,064 $(85,548)$341,714 $(48,952)
Trademarks and trade names
3
48,191 (6,290)45,351 (986)
Developed technology
3 - 10
28,978 (8,605)14,100 (6,345)
Non-compete agreement
2 - 5
1,610 (83)— — 
New York LHCSA PermitIndefinite770 — 770 — 
Assembled workforce10135 (9)— — 
Total$590,748 $(100,535)$401,935 $(56,283)
Future Amortization Expense
The total amortization expense is estimated to be as follows for the next five years as of December 31, 2021 (in thousands):
                       
YearAmount
2022$63,503 
202360,345 
202459,656 
202558,308 
202649,838 
Total$291,650 

Impairment
The Company did not record any goodwill or intangible asset impairment charges for the years ended December 31, 2021, 2020 and 2019.
v3.22.0.1
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2021
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands):
 December 31,
 20212020
Accrued compensation and related liabilities (1)
$54,564 $50,113 
Accrued operating expenses14,457 8,018 
Accrued interest12,826 4,927 
Insurance reserves10,152 4,727 
Deferred acquisition payments3,578 3,978 
Accrued legal fees5,081 3,228 
Accrued cash settled stock-based compensation183 19,376 
Union pension obligation6,629 6,632 
Other12,093 15,621 
Total accrued expenses and other current liabilities$119,563 $116,620 
(1)     Accrued compensation and related liabilities include deferred payroll taxes, which are deferred as a result of the CARES Act (discussed in Note 19, Income Taxes). The CARES Act provides for certain federal income and other tax changes, including the deferral of the employer portion of Social Security payroll taxes. The Company has deferred payment of approximately $12.3 million related to the deferral of employer payroll taxes as of December 31, 2021, which is recorded in accrued expenses on our consolidated balance sheet. The Company deferred payment of approximately $20.8 million related to the deferral of employer payroll taxes as of December 31, 2020, of which $10.4 million is included in accrued expenses and $10.4 million is included as other long-term liabilities on our consolidated balance sheet.
v3.22.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Instrument Redemption On or after November 15, 2022, the Company may redeem all or a part of the Senior Notes due 2025 upon not less than ten days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below:
YearPercentage
2022102.938%
2023101.469%
2024 and thereafter100.000%

The Company may also redeem the Senior Notes due 2029, in whole or in part, at any time prior to October 1, 2024, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole” premium set forth in the Indenture. In addition, the Company may redeem up to 40% of the Senior Notes due 2029 prior to October 1, 2024, at a redemption price of 105.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the proceeds of certain equity offerings, subject to certain conditions as specified in the Indenture Agreement.

On or after October 1, 2024, the Company may redeem all or a part of the Senior Notes due 2029 upon not less than ten nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on October 1 of the years indicated below:


YearPercentage
2024102.500%
2025101.250%
2026 and thereafter100.000%
v3.22.0.1
Convertible Preferred Stock (Tables)
 12 Months Ended
Dec. 31, 2021
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]  
Preferred Stock Activity
The following table summarizes the Preferred Stock activity for the years ended December 31, 2021 and 2020 (in thousands, except share count):
 Dollar ValueShare Count
Balance at December 31, 2019$77,120 798,788 
Conversion to common stock(3,335)(33,039)
Conversion to common stock pursuant to Conversion Agreement(37,256)(369,120)
Preferred stock redemption pursuant to Conversion Agreement(40,033)(396,629)
Allocation of issuance costs3,504 — 
Balance at December 31, 2020 and 2021$— — 
v3.22.0.1
Stock-Based Compensation and Similar Arrangements (Tables)
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Schedule of 2006 Plan Activity
The following table summarizes the activity under the 2006 Plan as of December 31, 2021:
 
Number of shares
of the Company’s Common Stock authorized for
Number of shares
of the Company’s
Common Stock remaining for		Number of shares of the Company’s Common Stock subject to
 issuancefuture grantsStock OptionsStock Grants
2006 Plan5,400,000 1,230,202 270,239 73,879 
Schedule of Stock-Based Compensation
The following table reflects the amount of stock-based compensation for continuing operations, for share settled awards, recorded in each financial statement line item for the years ended December 31, 2021, 2020 and 2019 (in thousands):
 
 Year Ended December 31,
202120202019
Service expense$— $222 $572 
General and administrative expense5,904 3,708 4,842 
Total stock-based compensation$5,904 $3,930 $5,414 
Schedule of Stock-Based Compensation Valuation Assumptions
The fair value of each stock option awarded to employees is estimated on the date of grant using the Black-Scholes option-pricing formula based on the following assumptions for the years ended December 31, 2021, 2020, and 2019:

 
 Year Ended December 31,
 202120202019
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility36.6%-41.6%28.3%-38.1%27.5%-33.0%
Risk-free interest rate0.3%-0.9%0.2%-1.4%1.6%-2.5%
Expected life of options (years)3.5-4.43.5-4.41.8-5.3
Stock Option Activity
The following table summarizes the stock option activity for the year ended December 31, 2021:
 
 Year ended December 31, 2021
Number
of Shares
Under
Option
Weighted-
average
Exercise
Price
Weighted-
average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Balance at beginning of period, January 1297,379 $64.32  
Granted70,558 170.26 
Exercised(51,798)62.31   
Forfeited/Canceled(45,409)86.71   
Expired(491)3.88   
Outstanding at end of period, December 31270,239 $88.72 4.56$17,577 
Vested or expected to vest at end of period, December 31
270,239 $88.72 4.56$17,577 
Exercisable at end of period, December 3182,981 $64.09 4.72$6,991 
Weighted-Average Grant Date Fair Value, Total Intrinsic Value, and Cash Received The weighted-average grant date fair value for options granted, total intrinsic value and cash received by the Company related to options exercised during the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands, except for share price): 
 Year ended December 31,
 202120202019
Weighted-average grant date fair value per share$170.26 $71.56 $16.30 
Options exercised:   
Total intrinsic value$4,454 $26,228 $3,204 
Cash received$3,227 $25,413 $11,142 
Restricted Stock Activity
The following table summarizes the activity of the shares and weighted-average grant date fair value of the Company’s unvested restricted Common Stock during the year ended December 31, 2021:
SharesWeighted-average
grant date fair value
Non-vested at beginning of period, January 192,802 $64.83 
Granted38,562 $170.13 
Vested(41,365)$63.89 
Forfeited or cancelled(16,120)$85.19 
Non-vested at end of period, December 3173,879 $112.61 
v3.22.0.1
Earnings (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share
The following table details the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data):
 
 Year ended December 31,
 202120202019
Numerator:   
Net income (loss) attributable to ModivCare$(6,585)$88,836 $966 
Dividends on convertible preferred stock outstanding— (1,171)(4,403)
Dividends paid pursuant to the Conversion Agreement
— (816)— 
Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement— (52,139)— 
Income allocated to participating securities— (2,239)— 
Net income (loss) available to common stockholders$(6,585)$32,471 $(3,437)
Continuing operations$(6,289)$33,249 $(9,356)
Discontinued operations(296)(778)5,919 
Net income (loss) available to common stockholders$(6,585)$32,471 $(3,437)
Denominator:   
Denominator for basic earnings per share -- weighted-average shares14,054,060 13,567,323 12,958,713 
Effect of dilutive securities:   
Common stock options— 71,651 — 
Restricted stock units— 44,334 — 
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion14,054,060 13,683,308 12,958,713 
Basic earnings (loss) per share:   
Continuing operations$(0.45)$2.45 $(0.72)
Discontinued operations(0.02)(0.06)0.46 
   Basic earnings (loss) per share$(0.47)$2.39 $(0.26)
  Diluted earnings (loss) per share:   
Continuing operations$(0.45)$2.43 $(0.72)
Discontinued operations(0.02)(0.06)0.46 
  Diluted earnings (loss) per share$(0.47)$2.37 $(0.26)
Schedule of Antidilutive Securities The following weighted-average shares were not included in the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive:
 Year ended December 31,
 202120202019
Stock options to purchase common stock56,291 43,061 583,469 
Convertible preferred stock— — 800,460 
v3.22.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Lease Classifications
A summary of all lease classifications in our consolidated balance sheets is as follows (in thousands):

LeasesClassificationDecember 31, 2021December 31, 2020
Assets
Operating lease assetsOperating lease ROU assets$43,750 $30,928 
Finance lease assets
Property and equipment, net
— 367 
  Total leased assets$43,750 $31,295 
Liabilities
Current:
   OperatingCurrent portion of operating lease liabilities$9,873 $8,277 
   FinanceCurrent portion of long-term obligations— 45 
Long-term:
   OperatingOperating lease liabilities, less current portion34,524 23,437 
   FinanceFinance lease liabilities, less current portion— — 
  Total lease liabilities$44,397 $31,759 
Future Minimum Lease Payments As of December 31, 2021, maturities of lease liabilities are as follows (in thousands):
Operating Leases
2022$11,256 
20239,777 
20247,137 
20254,937 
20263,742 
Thereafter16,527 
Total lease payments$53,376 
Less: interest and accretion(8,979)
Present value of minimum lease payments$44,397 
Less: current portion(9,873)
Long-term portion$34,524 

As of December 31, 2020, maturities of lease liabilities were as follows (in thousands):

Operating LeasesFinance LeasesTotal
2021$10,323 $45 $10,368 
20228,756 — 8,756 
20236,140 — 6,140 
20244,145 — 4,145 
20252,833 — 2,833 
Thereafter4,737 — 4,737 
Total lease payments$36,934 $45 $36,979 
Less: interest and accretion(5,220)— (5,220)
Present value of minimum lease payments$31,714 $45 $31,759 
Less: current portion(8,277)(45)(8,322)
Long-term portion$23,437 $— $23,437 
Finance Lease, Liability, Fiscal Year Maturity As of December 31, 2021, maturities of lease liabilities are as follows (in thousands):
Operating Leases
2022$11,256 
20239,777 
20247,137 
20254,937 
20263,742 
Thereafter16,527 
Total lease payments$53,376 
Less: interest and accretion(8,979)
Present value of minimum lease payments$44,397 
Less: current portion(9,873)
Long-term portion$34,524 

As of December 31, 2020, maturities of lease liabilities were as follows (in thousands):

Operating LeasesFinance LeasesTotal
2021$10,323 $45 $10,368 
20228,756 — 8,756 
20236,140 — 6,140 
20244,145 — 4,145 
20252,833 — 2,833 
Thereafter4,737 — 4,737 
Total lease payments$36,934 $45 $36,979 
Less: interest and accretion(5,220)— (5,220)
Present value of minimum lease payments$31,714 $45 $31,759 
Less: current portion(8,277)(45)(8,322)
Long-term portion$23,437 $— $23,437 
Lease cost
Lease terms and discount rates are as follows:

December 31, 2021December 31, 2020
Weighted-average remaining lease term (years):
   Operating lease costs6.614.89
   Finance lease costN/A0.80
Weighted-average discount rate:
   Operating lease costs5.25 %5.25 %
   Finance lease costN/A3.28 %
A summary of other lease information is as follows (in thousands):
Year Ended December 31, 2021Year Ended December 31, 2020
Financing cash flows from finance leases$— $(336)
Operating cash flows from operating leases$(5,701)$(10,771)
Amortization of operating lease ROU assets
$11,330 $9,238 
ROU assets obtained through operating lease liabilities
$24,152 $19,992 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of Federal, State and Foreign Income Tax Provision
The federal and state tax provision is summarized as follows (in thousands):
 
 Year Ended December 31,
 202120202019
Federal income tax (benefit) expense:   
Current$6,721 $2,248 $(560)
Deferred(820)8,183 4,938 
  Total federal income tax (benefit) expense5,901 10,431 4,378 
State income tax expense (benefit):   
Current5,081 10,032 2,513 
Deferred(2,253)1,893 (30)
  Total state income tax expense2,828 11,925 2,483 
Total provision for income taxes$8,729 $22,356 $6,861 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income from continuing operations before income taxes is as follows (in thousands):

 Year Ended December 31,
 202120202019
Federal statutory rates21.0 %21.0 %21.0 %
Federal income tax at statutory rates$8,545 $22,167 $5,073 
Change in valuation allowance385 (505)10 
Change in uncertain tax positions(929)116 181 
State income taxes, net of federal benefit1,743 10,519 1,921 
Non-taxable income(74)(124)(93)
Compensation expense1,204 1,036 606 
Stock-based compensation(1,004)(650)(101)
Meals and entertainment30 51 81 
Transaction costs89 1,289 — 
Tax credits(1,095)(650)(858)
CARES Act Benefit— (10,984)— 
Other(165)91 41 
Provision for income taxes$8,729 $22,356 $6,861 
Effective income tax rate21.5 %21.2 %28.4 %
Schedule of Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities of continuing operations are as follows (in thousands):
 December 31,
 20212020
Deferred tax assets:  
Net operating loss carryforwards$3,570 $840 
Capital loss carryforward946 957 
Tax credit carryforwards516 389 
Interest expense carryforward5,100 1,570 
Accounts receivable allowance4,456 1,923 
Accrued items and reserves10,730 14,511 
Stock-based compensation812 852 
Deferred rent1,029 382 
Deferred revenue595 183 
Project costs952 — 
Other— 591 
  Total deferred tax assets28,706 22,198 
Deferred tax liabilities:  
Prepaids3,181 2,336 
Property and equipment depreciation11,174 4,600 
Goodwill and intangibles amortization82,290 66,781 
Equity investment23,209 38,400 
Other99 — 
   Total deferred tax liabilities119,953 112,117 
Deferred tax liabilities, net of deferred tax assets(91,247)(89,919)
Less valuation allowance(3,364)(2,276)
Net deferred tax liabilities$(94,611)$(92,195)
Summary of Operating Loss Carryforwards
At December 31, 2021, the Company had $2.2 million federal net operating loss (“NOL”) carryforwards, and approximately $46.4 million of state NOL carryforwards which expire as follows (in thousands):

2026$490 
2027 and thereafter45,934 
Total state net operating loss carryforwards$46,424 
Unrecognized Tax Benefits Rollforward
A reconciliation of the liability for unrecognized income tax benefits for continuing operations is as follows (in thousands):
 December 31,
 202120202019
Unrecognized tax benefits, beginning of year$1,519 $1,403 $1,222 
Increase related to prior year tax positions(1,027)— 133 
Increase related to current year tax positions148 116 128 
Statute of limitations expiration(50)— (80)
Unrecognized tax benefits, end of year$590 $1,519 $1,403 
v3.22.0.1
Organization and Basis of Presentation (Details)
Dec. 31, 2021
Matrix  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Noncontrolling interest, ownership percentage by parent 43.60%
v3.22.0.1
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Provision for doubtful accounts $ (2,296) $ (3,530) $ 4,078
Estimated Useful Life (Yrs) 10 years 8 months 12 days    
Accrued transportation costs $ 103,294 79,674  
Deferred financing costs on credit facility 1,400 1,500  
Distribution received, CARES act 5,400    
Accrued cash benefit, due from deferral of payroll taxes 12,300 20,800  
Gross reinsurance liability reserve 22,300 15,100  
Reimbursable reinsurance reserve 14,000 8,800  
Self insurance maximum exposure per claim employee medical 300    
Self insurance maximum exposure per claim employee medical, stop-loss limit 400    
Self insurance reserve 1,900 2,000  
Accrued Liabilities      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Accrued cash benefit, due from deferral of payroll taxes   10,400  
Other Noncurrent Liabilities      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Accrued cash benefit, due from deferral of payroll taxes   10,400  
Senior Notes | Unsecured Notes Due 2025      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Long-term debt, gross 500,000    
Deferred financing costs, noncurrent, net 11,600 14,000  
Senior Notes | Unsecured Notes Due 2029      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Long-term debt, gross 500,000    
Deferred financing costs, noncurrent, net 13,100    
Social Services Providers Captive Insurance Company      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Gross reinsurance liability reserve $ 8,300 6,300  
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Estimated Useful Life (Yrs) 2 years    
Maximum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Estimated Useful Life (Yrs) 15 years    
Continuing Operations      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Provision for doubtful accounts $ 1,700 $ 600 $ 3,200
v3.22.0.1
Acquisitions - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 22, 2021
Sep. 14, 2021
May 06, 2021
Nov. 18, 2020
May 06, 2020
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Sep. 30, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]                        
Purchase price                   $ 678,655 $ 644,044 $ 0
Restricted cash received                   14,346 21,182 0
Operating lease assets           $ 43,750       43,750 30,928  
Present value of minimum lease payments           44,397       44,397 31,714  
Operating right of use asset       $ 10,300                
Goodwill           924,787       924,787 444,927  
Service revenue, net                   1,996,892 1,368,675 1,509,944
Net income (loss)                   (6,585) 88,836 966
Simplura Health Group                        
Business Acquisition [Line Items]                        
Percentage of voting interests acquired       100.00%                
Purchase price       $ 548,600                
Consideration transferred, net of cash from acquisition excluded       569,800                
Restricted cash received       21,200                
Acquired receivables, estimated uncollectible       4,600   4,600       4,600    
Acquired receivable, fair value       69,900   65,300       65,300    
Operating lease assets       11,700                
Present value of minimum lease payments       11,700                
Operating right of use asset       10,285                
Goodwill       $ 320,383                
Business combination, provisional information, initial accounting incomplete, adjustment, cash               $ 3,500        
Business combination, provisional information, initial accounting incomplete, adjustment, other assets, decrease             $ 3,900          
Goodwill, period increase           $ 3,300            
Pro forma interest expense                     23,500 $ 28,000
Simplura Health Group | Trademarks and trade names                        
Business Acquisition [Line Items]                        
Useful Life       3 years   3 years     10 years      
Simplura Health Group | Pro Forma                        
Business Acquisition [Line Items]                        
Goodwill       $ 309,700                
CareFinders Total Care                        
Business Acquisition [Line Items]                        
Percentage of voting interests acquired   100.00%                    
Purchase price   $ 333,400                    
Consideration transferred, net of cash from acquisition excluded   344,800                    
Restricted cash received   11,400                    
Present value of minimum lease payments   1,900                    
Operating right of use asset   1,939                    
Goodwill   232,161                    
Business combination, indemnification assets, amount as of acquisition date   200                    
Service revenue, net   56,500                    
Net income (loss)   $ (2,800)                    
Pro forma interest expense                   3,700 4,800  
CareFinders Total Care | Trademarks and trade names                        
Business Acquisition [Line Items]                        
Useful Life   3 years                    
CareFinders Total Care | Selling, General and Administrative Expenses                        
Business Acquisition [Line Items]                        
Merger and acquisition related diligence costs                   4,700    
CareFinders Total Care | Pro Forma                        
Business Acquisition [Line Items]                        
Goodwill   $ 232,200                    
VRI Intermediate Holdings, LLC                        
Business Acquisition [Line Items]                        
Percentage of voting interests acquired 100.00%                      
Purchase price $ 314,600                      
Consideration transferred, net of cash from acquisition excluded 317,500                      
Restricted cash received 2,900                      
Goodwill 236,738                      
Service revenue, net 17,600                      
Net income (loss) $ 2,000                      
Pro forma interest expense                   3,200 $ 4,900  
VRI Intermediate Holdings, LLC | Trademarks and trade names                        
Business Acquisition [Line Items]                        
Useful Life 3 years                      
VRI Intermediate Holdings, LLC | Selling, General and Administrative Expenses                        
Business Acquisition [Line Items]                        
Merger and acquisition related diligence costs                   6,600    
VRI Intermediate Holdings, LLC | Pro Forma                        
Business Acquisition [Line Items]                        
Goodwill $ 236,700                      
National MedTrans                        
Business Acquisition [Line Items]                        
Purchase price         $ 77,665              
Restricted cash received         3,109              
Merger and acquisition related diligence costs         774              
Consideration paid         $ 80,000              
Acquisition costs           $ 800       800    
National MedTrans | Trademarks and trade names                        
Business Acquisition [Line Items]                        
Useful Life         3 years              
WellRyde                        
Business Acquisition [Line Items]                        
Purchase price     $ 12,463                  
Merger and acquisition related diligence costs     463             $ 500    
Consideration paid     12,000                  
Long-lived asset expenditures     $ 12,000                  
WellRyde | Trademarks and trade names                        
Business Acquisition [Line Items]                        
Useful Life     10 years                  
v3.22.0.1
Acquisitions - Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Sep. 22, 2021
Sep. 14, 2021
Dec. 31, 2020
Nov. 18, 2020
Business Acquisition [Line Items]          
Operating right of use asset         $ 10,300
Goodwill $ 924,787     $ 444,927  
Simplura Health Group          
Business Acquisition [Line Items]          
Cash         21,182
Accounts receivable         65,297
Prepaid expenses and other         10,975
Property and equipment         1,640
Intangible assets         264,770
Operating right of use asset         10,285
Goodwill         320,383
Other assets         628
Accounts payable and accrued liabilities         (46,073)
Accrued expense         (2,564)
Deferred revenue         (2,871)
Deferred acquisition payments         (4,046)
Deferred acquisition notes payable         (1,050)
Operating lease liabilities         (10,285)
Deferred tax liabilities         (58,452)
Total of assets acquired and liabilities assumed         $ 569,819
CareFinders Total Care          
Business Acquisition [Line Items]          
Cash     $ 11,424    
Accounts receivable     14,708    
Prepaid expenses and other     2,625    
Property and equipment     2,527    
Inventories     231    
Intangible assets     100,750    
Operating right of use asset     1,939    
Goodwill     232,161    
Other assets     226    
Accounts payable and accrued liabilities     (2,487)    
Accrued expense     (14,344)    
Operating lease liabilities     (1,939)    
Deferred tax liabilities     (2,618)    
Other liabilities     (378)    
Total of assets acquired and liabilities assumed     $ 344,825    
VRI Intermediate Holdings, LLC          
Business Acquisition [Line Items]          
Cash   $ 2,922      
Accounts receivable   6,800      
Prepaid expenses and other   805      
Property and equipment   14,908      
Inventories   1,684      
Intangible assets   75,590      
Goodwill   236,738      
Accounts payable and accrued liabilities   (1,884)      
Accrued expense   (2,487)      
Deferred revenue   (67)      
Deferred tax liabilities   (17,491)      
Total of assets acquired and liabilities assumed   $ 317,518      
v3.22.0.1
Acquisitions - Intangible Assets Acquired (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 22, 2021
Sep. 14, 2021
May 06, 2021
Nov. 18, 2020
May 06, 2020
Dec. 31, 2021
Sep. 30, 2021
Simplura Health Group              
Business Acquisition [Line Items]              
Intangible assets       $ 264,770      
Simplura Health Group | Payor networks              
Business Acquisition [Line Items]              
Useful Life       15 years      
Finite-lived intangibles       $ 221,000      
Simplura Health Group | Trademarks and trade names              
Business Acquisition [Line Items]              
Useful Life       3 years   3 years 10 years
Finite-lived intangibles       $ 43,000      
Simplura Health Group | Licenses              
Business Acquisition [Line Items]              
Indefinite-lived intangible assets       $ 770      
CareFinders Total Care              
Business Acquisition [Line Items]              
Intangible assets   $ 100,750          
CareFinders Total Care | Payor networks              
Business Acquisition [Line Items]              
Useful Life   7 years          
Finite-lived intangibles   $ 97,200          
CareFinders Total Care | Trademarks and trade names              
Business Acquisition [Line Items]              
Useful Life   3 years          
Finite-lived intangibles   $ 1,950          
CareFinders Total Care | Non-compete agreement              
Business Acquisition [Line Items]              
Useful Life   5 years          
Finite-lived intangibles   $ 1,600          
VRI Intermediate Holdings, LLC              
Business Acquisition [Line Items]              
Intangible assets $ 75,590            
VRI Intermediate Holdings, LLC | Payor networks              
Business Acquisition [Line Items]              
Useful Life 7 years            
Finite-lived intangibles $ 72,150            
VRI Intermediate Holdings, LLC | Trademarks and trade names              
Business Acquisition [Line Items]              
Useful Life 3 years            
Finite-lived intangibles $ 890            
VRI Intermediate Holdings, LLC | Software              
Business Acquisition [Line Items]              
Useful Life 3 years            
Finite-lived intangibles $ 2,550            
National MedTrans              
Business Acquisition [Line Items]              
Finite-lived intangibles         $ 77,665    
National MedTrans | Payor networks              
Business Acquisition [Line Items]              
Useful Life         6 years    
Finite-lived intangibles         $ 75,514    
National MedTrans | Trademarks and trade names              
Business Acquisition [Line Items]              
Useful Life         3 years    
Finite-lived intangibles         $ 2,151    
WellRyde              
Business Acquisition [Line Items]              
Finite-lived intangibles     $ 12,463        
WellRyde | Payor networks              
Business Acquisition [Line Items]              
Useful Life     10 years        
Finite-lived intangibles     $ 12,328        
WellRyde | Trademarks and trade names              
Business Acquisition [Line Items]              
Useful Life     10 years        
Finite-lived intangibles     $ 135        
v3.22.0.1
Acquisitions - Pro Forma Information (Details) - Business Acquisitions - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Pro forma:      
Revenue $ 2,181,943 $ 1,989,519 $ 1,977,156
Income (loss) from continuing operations, net $ (23,280) $ (21,255) $ (16,946)
Diluted earnings (loss) per share (in USD per share) $ (1.66) $ (1.57) $ (1.65)
v3.22.0.1
Acquisitions - Preliminary Purchase (Details) - USD ($)
$ in Thousands
 12 Months Ended
May 06, 2021
May 06, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]          
Cash acquired     $ (14,346) $ (21,182) $ 0
Purchase price     678,655 $ 644,044 $ 0
National MedTrans          
Business Acquisition [Line Items]          
Consideration paid   $ 80,000      
Transaction costs   774      
Cash acquired   (3,109)      
Purchase price   $ 77,665      
WellRyde          
Business Acquisition [Line Items]          
Consideration paid $ 12,000        
Transaction costs 463   $ 500    
Purchase price $ 12,463        
v3.22.0.1
Segments - Narrative (Details)
 12 Months Ended
Dec. 31, 2021
segment
Segment Reporting [Abstract]  
Number of reportable segments 4
v3.22.0.1
Segments - Financial Information Attributable to the Company's Business Segments (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]        
Service revenue, net   $ 1,996,892 $ 1,368,675 $ 1,509,944
Grant income (Note 2) $ 5,441 5,441 0 0
Service expense   1,584,298 1,078,795 1,401,152
General and administrative expense   271,266 140,539 67,244
Depreciation and amortization   56,998 26,183 16,816
Operating income   89,771 123,158 24,732
Equity in net loss of investee   (38,250) 6,411 (22,251)
Equity investment     137,466  
Goodwill 924,787 924,787 444,927  
Total assets 2,027,425 2,027,425 1,425,913  
NEMT        
Segment Reporting Information [Line Items]        
Service revenue, net   1,483,696 1,314,705 1,509,944
Grant income (Note 2) 0      
Goodwill 924,787 924,787 444,927  
Personal Care        
Segment Reporting Information [Line Items]        
Grant income (Note 2) 5,441      
RPM        
Segment Reporting Information [Line Items]        
Service revenue, net   17,617    
Grant income (Note 2)   0    
Service expense   5,605    
General and administrative expense   5,771    
Depreciation and amortization   4,181    
Operating income   2,060    
Equity in net loss of investee   0    
Equity investment 0 0    
Goodwill 236,738 236,738    
Total assets 340,913 340,913    
Matrix Investment        
Segment Reporting Information [Line Items]        
Grant income (Note 2) 0      
Equity in net loss of investee   53,092    
Equity investment 83,069 83,069    
Goodwill 0 0    
Continuing Operations        
Segment Reporting Information [Line Items]        
Service revenue, net   1,996,892 1,368,675 1,509,944
Service expense   1,584,298 1,078,795 1,401,152
General and administrative expense   271,266 140,539 67,244
Depreciation and amortization   56,998 26,183 16,816
Operating income   89,771 123,158 24,732
Equity in net loss of investee   (53,092) 8,860 (29,685)
Equity investment 83,069 83,069 137,466 130,869
Goodwill 924,787 924,787 444,927 135,216
Total assets 2,027,425 2,027,425 1,425,913 597,226
Continuing Operations | NEMT        
Segment Reporting Information [Line Items]        
Service revenue, net   1,483,696 1,314,705 1,509,944
Service expense   1,186,185 1,036,288 1,401,152
General and administrative expense   195,332 133,212 67,244
Depreciation and amortization   29,058 24,516 16,816
Operating income   73,121 120,689 24,732
Equity in net loss of investee   0 0 0
Equity investment 0 0 0 0
Goodwill 135,216 135,216 135,216 135,216
Total assets 583,429 583,429 594,952 466,357
Continuing Operations | Personal Care        
Segment Reporting Information [Line Items]        
Service revenue, net   495,579 53,970  
Service expense   392,508 42,507  
General and administrative expense   70,163 7,327  
Depreciation and amortization   23,759 1,667  
Operating income   14,590 2,469  
Equity in net loss of investee   0 0  
Equity investment 0 0 0  
Goodwill 552,833 552,833 309,711  
Total assets 1,020,014 1,020,014 693,495  
Continuing Operations | Matrix Investment        
Segment Reporting Information [Line Items]        
Service revenue, net   0 0 0
Service expense   0 0 0
General and administrative expense   0 0 0
Depreciation and amortization   0 0 0
Operating income   0 0 0
Equity in net loss of investee     8,860 (29,685)
Equity investment     137,466 130,869
Goodwill     0 0
Total assets $ 83,069 $ 83,069 $ 137,466 $ 130,869
v3.22.0.1
Revenue Recognition - Disaggregation of Revenue (NET Services) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Total Service revenue, net $ 1,996,892 $ 1,368,675 $ 1,509,944
State Medicaid agency contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 835,113 668,430 737,251
Managed care organization contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 953,174 592,252 581,999
Medicare And Medicaid Agency Contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 172,014 104,700 150,736
Private Pay and Other Contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 36,591 3,293 39,958
NEMT      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 1,483,696 1,314,705 1,509,944
NEMT | State Medicaid agency contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 1,257,390 1,132,929 1,277,241
NEMT | Managed care organization contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 226,306 181,776 232,703
Personal Care | Capitated contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net 495,579 53,970 0
Personal Care | Non-capitated contracts      
Disaggregation of Revenue [Line Items]      
Total Service revenue, net $ 17,617 $ 0 $ 0
v3.22.0.1
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
NEMT      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Performance obligation satisfied in previous period $ 11.4 $ (2.1) $ 10.8
NEMT | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Concentration risk, percentage 9.70% 9.50% 12.70%
Personal Care | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Concentration risk, percentage 22.30% 24.70%  
RPM | One US State | Sales Revenue, Net | Government Contracts Concentration Risk | Continuing Operations      
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]      
Concentration risk, percentage 27.00%    
v3.22.0.1
Revenue Recognition - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]    
Accounts receivable $ 210,937 $ 164,622
Reconciliation contracts receivable 24,480 35,724
Allowance for doubtful accounts (2,296) (2,403)
Accounts receivable, net $ 233,121 $ 197,943
v3.22.0.1
Revenue Recognition - Schedule of Other Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]    
Accrued contract payables $ 281,586  
Accrued contract payables   $ 101,705
Long-term contract payables 0 72,183
Deferred revenue, current $ 4,228 $ 2,923
v3.22.0.1
Revenue Recognition - Summary of Contract Payables and Receivables (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Summary of Contract Payables [Roll Forward]  
Contract with customer, liability beginning of period $ 173,888
Contract with customer, liability, additional amounts recorded 181,714
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract (74,016)
Contract with customer, liability end of period 281,586
Summary of Receivables [Roll Forward]  
Contract with customer, asset, after allowance for credit loss beginning of period 35,724
Contract with Customer, Asset, Additional Amounts Recorded 17,602
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract (28,846)
Contract with customer, asset, after allowance for credit loss end of period 24,480
Reconciliation Contract  
Summary of Contract Payables [Roll Forward]  
Contract with customer, liability beginning of period 33,330
Contract with customer, liability, additional amounts recorded 16,943
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract (28,238)
Contract with customer, liability end of period 22,035
Summary of Receivables [Roll Forward]  
Contract with customer, asset, after allowance for credit loss beginning of period 35,580
Contract with Customer, Asset, Additional Amounts Recorded 17,669
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract (28,846)
Contract with customer, asset, after allowance for credit loss end of period 24,403
Profit Rebate Contract Payable  
Summary of Contract Payables [Roll Forward]  
Contract with customer, liability beginning of period 123,239
Contract with customer, liability, additional amounts recorded 149,880
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract (26,695)
Contract with customer, liability end of period 246,424
Summary of Receivables [Roll Forward]  
Contract with customer, asset, after allowance for credit loss beginning of period 144
Contract with Customer, Asset, Additional Amounts Recorded (67)
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Modification of Contract 0
Contract with customer, asset, after allowance for credit loss end of period 77
Overpayments and Other Cash Items  
Summary of Contract Payables [Roll Forward]  
Contract with customer, liability beginning of period 17,319
Contract with customer, liability, additional amounts recorded 14,891
Contract with customer, liability, cumulative catch-up adjustment to revenue, modification of contract (19,083)
Contract with customer, liability end of period $ 13,127
v3.22.0.1
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 133,139 $ 183,281    
Restricted cash 283 75    
Cash, cash equivalents and restricted cash $ 133,422 $ 183,356 $ 61,673 $ 12,367
v3.22.0.1
Equity Investment - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of Investments [Line Items]      
Equity investment   $ 137,466,000  
Matrix      
Schedule of Investments [Line Items]      
Equity method investment, ownership percentage 43.60% 43.60%  
Impairment $ 111,400,000 $ 0 $ 55,100,000
Equity investment $ 83,100,000 $ 137,500,000  
v3.22.0.1
Equity Investment - Summary of Financial Information for Matrix (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of Investments [Line Items]      
Current assets $ 409,834 $ 419,528  
Current liabilities 527,234 317,663  
Operating income (loss) 89,771 123,158 $ 24,732
Net income (loss) (6,585) 88,836 966
Matrix      
Schedule of Investments [Line Items]      
Current assets 124,081 143,110  
Long-term assets 482,063 619,642  
Current liabilities 57,048 81,920  
Long-term liabilities 340,448 351,036  
Revenue 398,260 414,622 275,391
Operating income (loss) 1,316 39,412 (61,000)
Net income (loss) $ (122,898) $ 15,137 $ (69,353)
v3.22.0.1
Prepaid Expenses and Other - Summary of Prepaid Expenses and Other (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]    
Prepaid income taxes $ 13,848 $ 14,633
Prepaid insurance 9,487 7,577
Deferred financing costs on credit facility 1,480 0
Inventory 1,458 0
Prepaid rent 265 1,196
Other prepaid expenses 12,013 9,237
Total prepaid expenses and other current assets $ 38,551 $ 32,643
v3.22.0.1
Property and Equipment - Summary of Property and Equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 103,894 $ 80,592
Less accumulated depreciation (50,345) (53,048)
Total property and equipment, net 53,549 27,544
Software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 35,323 31,830
Computer and telecommunications equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 31,417 28,446
Monitoring equipment    
Property, Plant and Equipment [Line Items]    
Estimated useful life 3 years  
Property and equipment, gross $ 12,950 0
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Estimated useful life 7 years  
Property and equipment, gross $ 7,524 8,419
Construction and development in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 6,598 4,721
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 3,906 2,330
Automobiles    
Property, Plant and Equipment [Line Items]    
Estimated useful life 5 years  
Property and equipment, gross $ 3,998 4,846
Buildings    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,886 0
Land    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 292 $ 0
Minimum | Software    
Property, Plant and Equipment [Line Items]    
Estimated useful life 3 years  
Minimum | Computer and telecommunications equipment    
Property, Plant and Equipment [Line Items]    
Estimated useful life 3 years  
Minimum | Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Estimated useful life 5 years  
Minimum | Buildings    
Property, Plant and Equipment [Line Items]    
Estimated useful life 30 years  
Maximum | Software    
Property, Plant and Equipment [Line Items]    
Estimated useful life 10 years  
Maximum | Computer and telecommunications equipment    
Property, Plant and Equipment [Line Items]    
Estimated useful life 5 years  
Maximum | Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Estimated useful life 10 years  
Maximum | Buildings    
Property, Plant and Equipment [Line Items]    
Estimated useful life 40 years  
v3.22.0.1
Property and Equipment - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]      
Depreciation $ 12,747 $ 9,488 $ 10,582
Continuing Operations      
Property, Plant and Equipment [Line Items]      
Depreciation $ 12,700 $ 9,500 $ 10,600
v3.22.0.1
Goodwill and Intangibles - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Sep. 22, 2021
Sep. 14, 2021
Dec. 31, 2020
Nov. 18, 2020
Goodwill [Roll Forward]          
Goodwill, net $ 924,787     $ 444,927  
Simplura Health Group          
Goodwill [Roll Forward]          
Goodwill, net         $ 320,383
Goodwill, acquired during period 10,961        
CareFinders Total Care          
Goodwill [Roll Forward]          
Goodwill, net     $ 232,161    
Goodwill, acquired during period 232,161        
VRI Intermediate Holdings, LLC          
Goodwill [Roll Forward]          
Goodwill, net   $ 236,738      
Goodwill, acquired during period 236,738        
ModivCare          
Goodwill [Roll Forward]          
Goodwill beginning balance 540,927        
Accumulated impairment losses beginning balance (96,000)        
Goodwill, net 924,787     $ 444,927  
Goodwill ending balance 1,020,787        
Accumulated impairment losses ending balance $ (96,000)        
v3.22.0.1
Goodwill and Intangibles - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]      
Expected tax deductible amount $ 255,500,000 $ 52,200,000  
Estimated Useful Life (Yrs) 10 years 8 months 12 days    
Residual value $ 0    
Amortization of intangible assets 44,300,000 16,700,000 $ 6,200,000
Impairment $ 0 $ 0 $ 0
v3.22.0.1
Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 10 years 8 months 12 days  
Gross Carrying Amount $ 590,748 $ 401,935
Accumulated Amortization $ (100,535) (56,283)
Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 2 years  
Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 15 years  
Payor networks    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 511,064 341,714
Accumulated Amortization $ (85,548) (48,952)
Payor networks | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 3 years  
Payor networks | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 15 years  
Trademarks and trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 48,191 45,351
Accumulated Amortization $ (6,290) (986)
Trademarks and trade names | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 3 years  
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 28,978 14,100
Accumulated Amortization $ (8,605) (6,345)
Developed technology | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 3 years  
Developed technology | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 10 years  
Non-compete agreement    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,610 0
Accumulated Amortization $ (83) 0
Non-compete agreement | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 2 years  
Non-compete agreement | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 5 years  
New York LHCSA Permit    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 770 770
Accumulated Amortization $ 0 0
Assembled workforce    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Yrs) 10 years  
Gross Carrying Amount $ 135 0
Accumulated Amortization $ (9) $ 0
v3.22.0.1
Goodwill and Intangibles - Future Amortization Expense (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2022 $ 63,503
2023 60,345
2024 59,656
2025 58,308
2026 49,838
Total $ 291,650
v3.22.0.1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Payables and Accruals [Abstract]    
Accrued compensation and related liabilities (1) $ 54,564 $ 50,113
Accrued operating expenses 14,457 8,018
Accrued interest 12,826 4,927
Insurance reserves 10,152 4,727
Deferred acquisition payments 3,578 3,978
Accrued legal fees 5,081 3,228
Accrued cash settled stock-based compensation 183 19,376
Union pension obligation 6,629 6,632
Other 12,093 15,621
Total accrued expenses and other current liabilities $ 119,563 $ 116,620
v3.22.0.1
Accrued Expenses and Other Current Liabilities - Narrative (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Condensed Balance Sheet Statements, Captions [Line Items]    
Accrued cash benefit, due from deferral of payroll taxes $ 12.3 $ 20.8
Accrued Liabilities    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accrued cash benefit, due from deferral of payroll taxes   10.4
Other Noncurrent Liabilities    
Condensed Balance Sheet Statements, Captions [Line Items]    
Accrued cash benefit, due from deferral of payroll taxes   $ 10.4
v3.22.0.1
Restructuring and Related Reorganization Costs - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]      
Restructuring, cost Incurred to date     $ 13,100,000
Corporate Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     4,300,000
Restructuring reserve $ 0 $ 0  
Restructuring charges $ 0 $ 700,000  
Corporate Restructuring Plan | Retention And Personnel Costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     2,400,000
Restructuring, cost Incurred to date     7,500,000
Corporate Restructuring Plan | Acceleration of stock-based compensation      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     300,000
Restructuring, cost Incurred to date     2,000,000
Corporate Restructuring Plan | Accelerated depreciation      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     200,000
Restructuring, cost Incurred to date     700,000
Corporate Restructuring Plan | Other Restructuring      
Restructuring Cost and Reserve [Line Items]      
Restructuring, expected cost     1,300,000
Restructuring, cost Incurred to date     $ 2,800,000
v3.22.0.1
Debt - Narrative (Details)
 3 Months Ended 12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2021
USD ($)
May 07, 2020
USD ($)
May 06, 2020
USD ($)
Line of Credit Facility [Line Items]        
Debt issuance costs, net $ 14,020,000 $ 24,775,000    
Fair value of amount outstanding   0    
Letters of credit outstanding   22,800,000    
Remaining borrowing capacity   202,200,000    
Additional maximum borrowing capacity   $ 75,000,000    
Senior Credit Facility        
Line of Credit Facility [Line Items]        
Percentage of pledge of stock   100.00%    
Revolving Credit Facility        
Line of Credit Facility [Line Items]        
Face amount     $ 225,000,000 $ 200,000,000
Revolving Credit Facility | Minimum        
Line of Credit Facility [Line Items]        
Unused capacity, commitment fee percentage   2.25%    
Revolving Credit Facility | Maximum        
Line of Credit Facility [Line Items]        
Unused capacity, commitment fee percentage   3.50%    
Senior Notes        
Line of Credit Facility [Line Items]        
Unamortized debt issuance costs   $ 24,800,000    
Credit Facility, Fourth Amendment, Term Loan Tranche        
Line of Credit Facility [Line Items]        
Available borrowing capacity, collateralized letters of credit     $ 40,000,000 $ 25,000,000
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR)        
Line of Credit Facility [Line Items]        
Debt instrument, base rate for variable rate   1.00%    
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | Minimum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate   2.25%    
Credit Facility, Eighth Amendment, Term Loan Tranche | London Interbank Offered Rate (LIBOR) | Maximum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate   3.50%    
Credit Facility, Eighth Amendment, Term Loan Tranche | Base Rate | Minimum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate   1.25%    
Credit Facility, Eighth Amendment, Term Loan Tranche | Base Rate | Maximum        
Line of Credit Facility [Line Items]        
Basis spread on variable rate   2.50%    
Credit Facility, Second Amendment, Term Loan Tranche | Minimum        
Line of Credit Facility [Line Items]        
Unused capacity, commitment fee percentage   0.35%    
Credit Facility, Second Amendment, Term Loan Tranche | Maximum        
Line of Credit Facility [Line Items]        
Unused capacity, commitment fee percentage   0.50%    
Unsecured Notes Due 2025        
Line of Credit Facility [Line Items]        
Potential redemption of notes, percentage   0.40    
Redemption price, percentage   105.875%    
Potential redemption of principal amount, percentage   0.10    
Percentage of principal amount redeemed   103.00%    
Unsecured Notes Due 2025 | Senior Notes        
Line of Credit Facility [Line Items]        
Long-term debt, gross   $ 500,000,000.0    
Stated interest rate   5.875%    
Unsecured Notes Due 2029        
Line of Credit Facility [Line Items]        
Potential redemption of notes, percentage   0.40    
Redemption price, percentage   105.00%    
Unsecured Notes Due 2029 | Senior Notes        
Line of Credit Facility [Line Items]        
Long-term debt, gross   $ 500,000,000.0    
Stated interest rate   5.00%    
2025 Senior Notes        
Line of Credit Facility [Line Items]        
Debt related commitment fees $ 9,000,000      
2025 Senior Notes | Senior Notes        
Line of Credit Facility [Line Items]        
Debt issuance costs, net   $ 14,500,000    
2029 Senior Notes | VRI Intermediate Holdings, LLC        
Line of Credit Facility [Line Items]        
Acquisition costs   6,600,000    
2029 Senior Notes | Senior Notes        
Line of Credit Facility [Line Items]        
Debt issuance costs, net   $ 13,500,000    
v3.22.0.1
Debt - Schedule Of Redemption Percentages (Details) - Senior Notes
 12 Months Ended
Dec. 31, 2021
Period One | 2025 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 102.938%
Period One | 2029 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 102.50%
Period Two | 2025 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 101.469%
Period Two | 2029 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 101.25%
Period Three | 2025 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 100.00%
Period Three | 2029 Senior Notes  
Debt Instrument [Line Items]  
Redemption price, percentage 100.00%
v3.22.0.1
Convertible Preferred Stock - Narrative (Details)
 12 Months Ended
Jun. 11, 2020
shares
Jun. 08, 2020
$ / shares
shares
Feb. 05, 2015
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
shares
Dec. 31, 2019
USD ($)
shares
Sep. 03, 2020
$ / shares
shares
Class of Stock [Line Items]              
Preferred stock dividends | $       $ 0 $ 1,987,000 $ 4,403,000  
Retained earnings | $       $ (211,829,000) $ (218,414,000)    
Convertible preferred stock shares issuable upon conversion           2,002,979  
Conversion of stock, convertible shares       0 0    
Cumulative Effect, Period of Adoption, Adjustment              
Class of Stock [Line Items]              
Retained earnings | $         $ 52,100,000    
Convertible Preferred Stock              
Class of Stock [Line Items]              
Convertible preferred stock, shares issued     805,000        
Preferred stock dividends | $       $ 0 $ 2,000,000 $ 4,400,000  
Temporary equity, shares outstanding   369,120          
Temporary equity, par (in USD per share) | $ / shares   $ 0.001          
Cash paid in exchange of shares, per share (in USD per share) | $ / shares   209.88          
Preferred stock acquired, cash payment per share (in USD per share) | $ / shares   $ 8.82          
Convertible Preferred Stock | Cash Dividends              
Class of Stock [Line Items]              
Preferred stock, conversion rate per share of common stock     0.055        
Convertible preferred stock, dividend rate     5.50%        
Common Stock              
Class of Stock [Line Items]              
Conversion to common stock (in shares) 925,567 2.5075          
Conversion of convertible preferred stock to common stock (in shares)             2.5075
Series A Preferred Stock              
Class of Stock [Line Items]              
Temporary equity, shares outstanding   369,120          
Temporary equity, par (in USD per share) | $ / shares   $ 0.001          
Cash paid in exchange of shares, per share (in USD per share) | $ / shares   209.88          
Preferred stock acquired, cash payment per share (in USD per share) | $ / shares   $ 8.82          
Treasury stock, preferred, shares             27,509
Preferred stock, redemption price per share (in USD per share) | $ / shares             $ 209.88
v3.22.0.1
Convertible Preferred Stock - Preferred Stock Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jun. 11, 2020
Jun. 08, 2020
Dec. 31, 2020
Contingent Convertible Preferred Stock      
Dollar Value      
Beginning balance     $ 77,120
Conversion to common stock     (3,335)
Allocation of issuance costs     3,504
Ending balance     $ 0
Share Count      
Beginning balance, shares (in shares)     798,788
Conversion to common stock (in shares)     (33,039)
Ending balance, shares (in shares)     0
Common Stock      
Dollar Value      
Conversion of stock, amount converted     $ (37,256)
Share Count      
Conversion to common stock (in shares) (925,567) (2.5075)  
Conversion to common stock (in shares)     (369,120)
Redeemable Preferred Stock      
Dollar Value      
Conversion of stock, amount converted     $ (40,033)
Share Count      
Conversion to common stock (in shares)     (396,629)
v3.22.0.1
Stockholders' Equity - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Mar. 08, 2021
Mar. 11, 2020
Aug. 06, 2019
Class of Stock [Line Items]            
Common stock, shares, outstanding 19,589,422 19,570,598        
Treasury stock (in shares) 5,568,983 5,287,283        
Stock repurchase program, authorized amount       $ 75,000,000 $ 75,000,000 $ 100,000,000.0
Stock repurchase plan (in shares) 276,268 195,677 105,421      
Stock repurchase $ 39,994,000 $ 10,186,000 $ 5,988,000      
Common Stock            
Class of Stock [Line Items]            
Exercise of stock options and restricted stock awards (in shares) 344,118          
Restricted Stock            
Class of Stock [Line Items]            
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) 5,432 2,824 13,268      
Stock Options            
Class of Stock [Line Items]            
Shares surrendered by employees to pay employee taxes related to shares released from escrow (in shares) 31,901 322,034 0      
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Schedule of 2006 Plan Activity (Details) - shares
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares of common stock subject to stock options 270,239 297,379
Long Term Incentive Plan 2006    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares of common stock authorized for issuance 5,400,000  
Number of shares of common stock remaining available for future grants 1,230,202  
Long Term Incentive Plan 2006 | Stock Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares of common stock subject to stock options 270,239  
Long Term Incentive Plan 2006 | Stock Grants    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares of common stock subject to stock grants 73,879  
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 5,904 $ 3,930 $ 5,414
Service expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation 0 222 572
General and administrative expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 5,904 $ 3,708 $ 4,842
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Tax benefit from compensation expense $ 1.6 $ 1.1 $ 1.4
Fair value of shares vested 3.3 $ 5.2 6.9
Long Term Incentive Plan 2006      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Tax benefit from compensation expense $ 2.6   $ 0.1
Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Exercise of employee stock options (in shares) 51,798 372,478 219,054
Restricted Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vested (in shares) (41,365)    
Stock Options and Restricted Stock Units | Non Employee Directors Executive Officers and Certain Key Employees      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation cost related to unvested shares $ 15.1    
Weighted-average period of cost recognition 4 years 3 months 3 days    
Minimum | Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period 3 years    
Vesting expiration period 5 years    
Minimum | Restricted Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period 3 years    
Maximum | Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period 4 years    
Vesting expiration period 7 years    
Maximum | Restricted Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period 4 years    
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Schedule of Stock-Based Compensation Valuation Assumptions (Details) - Stock Options
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected stock price volatility 36.60% 28.30% 27.50%
Risk-free interest rate 0.30% 0.20% 1.60%
Expected life of options (years) 3 years 6 months 3 years 6 months 1 year 9 months 18 days
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected stock price volatility 41.60% 38.10% 33.00%
Risk-free interest rate 0.90% 1.40% 2.50%
Expected life of options (years) 4 years 4 months 24 days 4 years 4 months 24 days 5 years 3 months 18 days
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Number of Shares Under Option  
Balance at beginning of period (in shares) | shares 297,379
Granted (in shares) | shares 70,558
Exercised (in shares) | shares (51,798)
Forfeited/Cancelled (in shares) | shares (45,409)
Expired (in shares) | shares (491)
Outstanding at end of period (in shares) | shares 270,239
Vested or expected to vest at end of period (in shares) | shares 270,239
Exercisable at end of period (in shares) | shares 82,981
Weighted- average Exercise Price  
Balance at beginning of period (in dollars per share) | $ / shares $ 64.32
Granted (in dollars per share) | $ / shares 170.26
Exercised (in dollars per share) | $ / shares 62.31
Forfeited/Cancelled (in dollars per share) | $ / shares 86.71
Expired (in dollars per share) | $ / shares 3.88
Outstanding at end of period (in dollars per share) | $ / shares 88.72
Vested or expected to vest at end of period (in dollars per share) | $ / shares 88.72
Exercisable at end of period (in dollars per share) | $ / shares $ 64.09
Weighted- average Remaining Contractual Term  
Outstanding at end of period, December 31 4 years 6 months 21 days
Vested or expected to vest at end of period, December 31 4 years 6 months 21 days
Exercisable at end of period, December 31 4 years 8 months 19 days
Aggregate Intrinsic Value  
Outstanding at end of period, December 31 | $ $ 17,577
Vested or expected to vest at end of period, December 31 | $ 17,577
Exercisable at end of period, December 31 | $ $ 6,991
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Weighted-Average Grant Date Fair Value, Total Intrinsic Value and Cash Received (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Noncash Expense [Abstract]      
Weighted-average grant date fair value per share (in dollars per share) $ 170.26 $ 71.56 $ 16.30
Options exercised:      
Total intrinsic value $ 4,454 $ 26,228 $ 3,204
Cash received $ 3,227 $ 25,413 $ 11,142
v3.22.0.1
Stock-Based Compensation and Similar Arrangements - Restricted Stock Activity (Details) - Restricted Stock
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Shares  
Non-vested at beginning of period (in shares) | shares 92,802
Granted (in shares) | shares 38,562
Vested (in shares) | shares (41,365)
Forfeited or cancelled (in shares) | shares (16,120)
Non-vested at end of period (in shares) | shares 73,879
Weighted-average grant date fair value  
Non-vested at beginning of period (in dollars per share) | $ / shares $ 64.83
Granted (in dollars per share) | $ / shares 170.13
Vested (in dollars per share) | $ / shares 63.89
Forfeited or cancelled (in dollars per share) | $ / shares 85.19
Non-vested at end of period (in dollars per share) | $ / shares $ 112.61
v3.22.0.1
Long-Term Incentive Plans (Details) - Management Incentive Plan - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]        
Amount awarded per employee $ 12.0 $ 2.7    
Deferred compensation liability     $ 0.0 $ 2.1
v3.22.0.1
Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Numerator:      
Net income (loss) attributable to parent $ (6,585) $ 88,836 $ 966
Dividends on convertible preferred stock outstanding 0 (1,171) (4,403)
Dividends paid pursuant to the Conversion Agreement 0 (816) 0
Consideration paid in excess of preferred cost basis pursuant to the Conversion Agreement 0 (52,139) 0
Income allocated to participating securities 0 (2,239) 0
Net income available to common stockholders $ (6,585) $ 32,471 $ (3,437)
Denominator:      
Denominator for basic earnings per share -- weighted-average shares (in shares) 14,054,060 13,567,323 12,958,713
Effect of dilutive securities:      
Denominator for diluted earnings per share -- adjusted weighted-average shares assumed conversion (in shares) 14,054,060 13,683,308 12,958,713
Basic earnings (loss) per share:      
Continuing operations (in dollars per share) $ (0.45) $ 2.45 $ (0.72)
Discontinued operations (in dollars per share) (0.02) (0.06) 0.46
Basic earnings (loss) per share (in dollars per share) (0.47) 2.39 (0.26)
Diluted earnings (loss) per share:      
Continuing operations (in dollars per share) (0.45) 2.43 (0.72)
Discontinued operations (in dollars per share) (0.02) (0.06) 0.46
Diluted earnings (loss) per share (in dollars per share) $ (0.47) $ 2.37 $ (0.26)
Stock Options      
Effect of dilutive securities:      
Common stock options (in shares) 0 71,651 0
Restricted Stock Units (RSUs)      
Effect of dilutive securities:      
Performance-based restricted stock units (in shares) 0 44,334 0
Continuing Operations      
Numerator:      
Net income available to common stockholders $ (6,289) $ 33,249 $ (9,356)
Discontinued Operations      
Numerator:      
Net income available to common stockholders $ (296) $ (778) $ 5,919
v3.22.0.1
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Stock options to purchase common stock      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Antidilutive securities excluded from computation of earnings per share 56,291 43,061 583,469
Convertible preferred stock      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Antidilutive securities excluded from computation of earnings per share 0 0 800,460
v3.22.0.1
Leases - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Operating Leased Assets [Line Items]    
Lease, discount rate 5.25%  
General and administrative expense    
Operating Leased Assets [Line Items]    
Operating lease, cost $ 13.6 $ 10.4
v3.22.0.1
Leases - Summary of All Lease Classification (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Operating lease assets $ 43,750 $ 30,928
Finance lease assets 0 367
Total leased assets 43,750 31,295
Current portion of operating lease liabilities 9,873 8,277
Current portion of long-term obligations 0 45
Operating lease liabilities, less current portion 34,524 23,437
Long-term portion 0 0
Total lease liabilities $ 44,397 $ 31,759
Operating lease, right-of-use asset, statement of financial position Prepaid expenses and other current assets Prepaid expenses and other current assets
Finance lease, right-of-use asset, statement of financial position Prepaid expenses and other current assets Prepaid expenses and other current assets
Operating lease, liability, current, statement of financial position Current portion of operating lease liabilities Current portion of operating lease liabilities
Finance lease, liability, current, statement of financial Position Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Operating lease, liability, noncurrent, statement of financial position Operating lease liabilities, less current portion Operating lease liabilities, less current portion
Finance lease, liability, noncurrent, statement of financial position Other long-term liabilities Other long-term liabilities
v3.22.0.1
Leases - Lease Liability (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Operating Leases    
2022 $ 11,256 $ 10,323
2023 9,777 8,756
2024 7,137 6,140
2025 4,937 4,145
2026 3,742 2,833
Thereafter 16,527 4,737
Total lease payments 53,376 36,934
Less: interest and accretion (8,979) (5,220)
Present value of minimum lease payments 44,397 31,714
Less: current portion (9,873) (8,277)
Long-term portion 34,524 23,437
Finance Lease [Abstract]    
2022   45
2023   0
2024   0
2025   0
2026   0
Thereafter   0
Total lease payments   45
Less: interest and accretion   0
Present value of minimum lease payments   45
Less: current portion 0 (45)
Long-term portion 0 0
Lease Liability [Abstract]    
2022   10,368
2023   8,756
2024   6,140
2025   4,145
2026   2,833
Thereafter   4,737
Total lease payments   36,979
Less: interest and accretion   (5,220)
Total lease liabilities $ 44,397 31,759
Less: current portion   (8,322)
Long-term portion   $ 23,437
v3.22.0.1
Leases - Lease Terms (Details)
Dec. 31, 2021
Dec. 31, 2020
Weighted-average remaining lease term (years):    
Operating lease costs 6 years 7 months 9 days 4 years 10 months 20 days
Finance lease cost   9 months 18 days
Weighted-average discount rate:    
Operating lease costs 5.25% 5.25%
Finance lease cost   3.28%
v3.22.0.1
Leases - Other lease information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Financing cash flows from finance leases $ 0 $ (336)
Operating cash flows from operating leases (5,701) (10,771)
Amortization of operating lease ROU assets 11,330 9,238
ROU assets obtained through operating lease liabilities $ 24,152 $ 19,992
v3.22.0.1
Leases - 2019 Lease Liability (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Operating Leases    
2021 $ 11,256 $ 10,323
2022 9,777 8,756
2023 7,137 6,140
2024 4,937 4,145
2025 3,742 2,833
Thereafter 16,527 4,737
Total lease payments 53,376 36,934
Less: interest and accretion (8,979) (5,220)
Present value of minimum lease payments 44,397 31,714
Less: current portion (9,873) (8,277)
Long-term portion 34,524 23,437
Finance Leases    
2021   45
2022   0
2023   0
2024   0
2025   0
Thereafter   0
Total lease payments   45
Less: interest and accretion   0
Present value of minimum lease payments   45
Less: current portion 0 (45)
Long-term portion 0 0
Total    
2022   10,368
2023   8,756
2024   6,140
2025   4,145
2026   2,833
Thereafter   4,737
Total lease payments   36,979
Less: interest and accretion   (5,220)
Total lease liabilities $ 44,397 31,759
Less: current portion   (8,322)
Long-term portion   $ 23,437
v3.22.0.1
Income Taxes - Schedule of Federal, State and Foreign Income Tax Provision (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Federal income tax (benefit) expense:      
Current $ 6,721 $ 2,248 $ (560)
Deferred (820) 8,183 4,938
Total Federal Tax 5,901 10,431 4,378
State income tax expense (benefit):      
Current 5,081 10,032 2,513
Deferred (2,253) 1,893 (30)
Total State Tax 2,828 11,925 2,483
Total provision for income taxes $ 8,729 $ 22,356 $ 6,861
v3.22.0.1
Income Taxes - Schedule of Effective income Tax Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Federal statutory rates 21.00% 21.00% 21.00%
Federal income tax at statutory rates $ 8,545 $ 22,167 $ 5,073
Change in valuation allowance 385 (505) 10
Change in uncertain tax positions (929) 116 181
State income taxes, net of federal benefit 1,743 10,519 1,921
Non-taxable income (74) (124) (93)
Compensation expense 1,204 1,036 606
Stock-based compensation (1,004) (650) (101)
Meals and entertainment 30 51 81
Transaction costs 89 1,289 0
Tax credits (1,095) (650) (858)
CARES Act Benefit 0 (10,984) 0
Other (165) 91 41
Total provision for income taxes $ 8,729 $ 22,356 $ 6,861
Effective income tax rate 21.50% 21.20% 28.40%
v3.22.0.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets:    
Net operating loss carryforwards $ 3,570 $ 840
Capital loss carryforward 946 957
Tax credit carryforwards 516 389
Interest expense carryforward 5,100 1,570
Accounts receivable allowance 4,456 1,923
Accrued items and reserves 10,730 14,511
Stock-based compensation 812 852
Deferred rent 1,029 382
Deferred revenue 595 183
Project costs 952 0
Other 0 591
  Total deferred tax assets 28,706 22,198
Deferred tax liabilities:    
Prepaids 3,181 2,336
Property and equipment depreciation 11,174 4,600
Goodwill and intangibles amortization 82,290 66,781
Equity investment 23,209 38,400
Other 99 0
Total deferred tax liabilities 119,953 112,117
Deferred tax liabilities, net of deferred tax assets (91,247) (89,919)
Less valuation allowance (3,364) (2,276)
Net deferred tax liabilities $ (94,611) $ (92,195)
v3.22.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Operating Loss Carryforwards [Line Items]        
Valuation allowance, deferred tax asset, increase (decrease), amount $ 1,100      
Deferred tax assets, valuation allowance 3,364 $ 2,276    
Tax Cuts and Jobs Act of 2017, income tax benefit   11,000    
Taxes payable, current     $ 3,500  
Estimate of possible loss 47,600      
Unrecognized tax benefits, income tax penalties and interest expense 200 100 100  
Unrecognized tax benefits, income tax penalties and interest accrued 100 200    
Income taxes receivable 27,300      
Unrecognized tax benefits 590 $ 1,519 $ 1,403 $ 1,222
Continuing Operations        
Operating Loss Carryforwards [Line Items]        
Valuation allowance, deferred tax asset, increase (decrease), amount 400      
Discontinued Operations        
Operating Loss Carryforwards [Line Items]        
Valuation allowance, deferred tax asset, increase (decrease), amount 300      
Domestic Tax Authority        
Operating Loss Carryforwards [Line Items]        
State net operating loss carryforwards $ 2,200      
Taxable income projection years 3 years      
State and Local Jurisdiction        
Operating Loss Carryforwards [Line Items]        
State net operating loss carryforwards $ 46,424      
State and Local Jurisdiction | Minimum        
Operating Loss Carryforwards [Line Items]        
Taxable income projection years 3 years      
State and Local Jurisdiction | Maximum        
Operating Loss Carryforwards [Line Items]        
Taxable income projection years 4 years      
Circulation        
Operating Loss Carryforwards [Line Items]        
State net operating loss carryforwards $ 25,100      
Circulation | State and Local Jurisdiction        
Operating Loss Carryforwards [Line Items]        
State net operating loss carryforwards 46,400      
Simplura Health Group        
Operating Loss Carryforwards [Line Items]        
Valuation allowance, deferred tax asset, increase (decrease), amount $ 400      
v3.22.0.1
Income Taxes Income Taxes - State Net operating Loss Carryforwards (Details) - State and Local Jurisdiction
$ in Thousands
Dec. 31, 2021
USD ($)
Operating Loss Carryforwards [Line Items]  
2026 $ 490
2027 and thereafter $ 45,934
v3.22.0.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits, beginning of year $ 1,519 $ 1,403 $ 1,222
Increase related to prior year tax positions (1,027) 0 133
Increase related to current year tax positions 148 116 128
Statute of limitations expiration (50) 0 (80)
Unrecognized tax benefits, end of year $ 590 $ 1,519 $ 1,403
v3.22.0.1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Aug. 31, 2020
Loss Contingencies [Line Items]      
Term of contract     11 years 6 months
Other Noncurrent Liabilities      
Loss Contingencies [Line Items]      
Total participant deferrals $ 2.7 $ 2.6  
v3.22.0.1
Transactions with Related Parties (Details) - USD ($)
 12 Months Ended
Aug. 12, 2021
Jun. 11, 2020
Jun. 08, 2020
Sep. 11, 2014
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Sep. 03, 2020
Related Party Transaction [Line Items]                
Number of shares of common stock subject to stock options         270,239 297,379    
Stock options exercised (in shares)         51,798      
Exercised (in dollars per share)         $ 62.31      
Stock-based compensation         $ 5,904,000 $ 3,930,000 $ 5,414,000  
Share-based compensation arrangement by share-based payment award, fair value assumptions, cash settlement         27,800,000      
Tax benefit from compensation expense         1,600,000 1,100,000 1,400,000  
Payments of dividends   $ 800,000            
Series A Preferred Stock                
Related Party Transaction [Line Items]                
Temporary equity, shares outstanding     369,120          
Temporary equity, par (in USD per share)     $ 0.001          
Cash paid in exchange of shares, per share (in USD per share)     209.88          
Preferred stock acquired, cash payment per share (in USD per share)     $ 8.82          
Treasury stock, preferred, shares               27,509
Preferred stock, redemption price per share (in USD per share)               $ 209.88
Common Stock                
Related Party Transaction [Line Items]                
Conversion to common stock (in shares)   925,567 2.5075          
Preferred Stock Dividends Earned by Related Party | Coliseum Capital Partners, L.P.                
Related Party Transaction [Line Items]                
Related party transaction amount         0 2,000,000    
Long Term Incentive Plan 2006                
Related Party Transaction [Line Items]                
Tax benefit from compensation expense         2,600,000   100,000  
Tax expense from compensation expense           4,500,000    
Long Term Incentive Plan 2006 | Accrued Expenses                
Related Party Transaction [Line Items]                
Deferred compensation liability         200,000 400,000    
General and administrative expense                
Related Party Transaction [Line Items]                
Stock-based compensation         $ 5,904,000 3,708,000 4,842,000  
Stock Equivalent Unit Awards and Stock Option Equivalent Units | Coliseum Capital Mgmt. | Affiliated Entity                
Related Party Transaction [Line Items]                
Number of shares of common stock subject to stock options         1,344,000      
Stock Equivalent Unit Awards and Stock Option Equivalent Units | General and administrative expense                
Related Party Transaction [Line Items]                
Allocated share-based compensation expense         $ 300,000 300,000    
Stock Option Equivalent Units                
Related Party Transaction [Line Items]                
Expected life of options (years)         1 month 6 days      
Stock Option Equivalent Units | Coliseum Capital Mgmt. | Affiliated Entity                
Related Party Transaction [Line Items]                
Number of shares of common stock subject to stock options         0      
Stock options exercised (in shares)       200,000        
Exercised (in dollars per share) $ 182.73     $ 43.81        
Coliseum Capital Partners, L.P. | Stock Appreciation Rights (SARs)                
Related Party Transaction [Line Items]                
Stock-based compensation         $ 8,800,000 15,800,000    
Coliseum Capital Partners, L.P. | Stock Appreciation Rights (SARs) | General and administrative expense                
Related Party Transaction [Line Items]                
Stock-based compensation         $ 0 $ 19,000,000.0 $ (400,000)  
Coliseum Capital Partners, L.P. | Board of Directors Chairman                
Related Party Transaction [Line Items]                
Stock equivalent units issued in lieu of grant (in shares)         725,000 1,952,000 1,857,000  
v3.22.0.1
Subsequent Events (Details) - Subsequent Event - Revolving Credit Facility
$ in Millions
Feb. 03, 2022
USD ($)
Subsequent Event [Line Items]  
Debt instrument term 5 years
Line of Credit Facility, Maximum Borrowing Capacity $ 325.0
Line of Credit Facility, Current Borrowing Capacity $ 60.0
v3.22.0.1
Discontinued Operations - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 21, 2018
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Tax credit carryforwards   $ 516 $ 389  
Income (loss) from discontinued operations, net of tax   (296) (778) $ 5,919
Discontinued Operations        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Insurance for settlement     6,900  
WD Services | Discontinued Operations        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Cash consideration paid $ 46,500      
Discontinued operation, cash 21,000      
Tax benefit effect of gain (loss) from disposal of discontinued operation $ (63,800)      
Avoided Payments   3,500    
Tax credit carryforwards   $ 900    
Human Services Segment | Discontinued Operations        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Discontinued operation, tax effect of discontinued operation     $ (900)  
v3.22.0.1
Schedule II Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period $ 2,403 $ 5,933 $ 1,854
Charged to costs and expenses 1,740 642 3,220
Charged to other accounts 0 0 1,090
Deductions (1,847) (4,172) (231)
Balance at end of period $ 2,296 $ 2,403 $ 5,933