0001220754FALSE00012207542024-11-062024-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2024
ModivCare Inc.
(Exact name of registrant as specified in its charter)
 
Delaware001-3422186-0845127
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification No.)
6900 E Layton Avenue, 12th Floor,Denver,Colorado80237
(Address of principal executive offices) (Zip Code)

(303728-7012
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.001 par value per shareMODVThe NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨







Item 2.02 Results of Operations and Financial Condition.

On November 6, 2024, ModivCare Inc. ("ModivCare" or the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
 




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  ModivCare Inc.
Date: November 6, 2024  By: /s/ L. Heath Sampson
  Name: L. Heath Sampson
  Title: Chief Executive Officer




modivcare.jpg
Modivcare Reports Third Quarter 2024
Financial Results; Affirms 2024 Guidance

Denver, CO – November 6, 2024 – Modivcare Inc. (the “Company” or “Modivcare”) (Nasdaq: MODV), a technology-enabled healthcare services company that provides a platform of integrated supportive care solutions focused on improving health outcomes, today reported financial results for the three and nine months ended September 30, 2024.

Third Quarter 2024 Summary:
Service revenue of $702.0 million increased 2.2% from the third quarter of 2023
Net loss of $26.6 million, or negative $1.87 per diluted common share
Adjusted EBITDA(1) of $43.2 million, adjusted net income(1) of $6.4 million and adjusted EPS(1) of $0.45 per diluted common share
Cash provided by operating activities during the quarter of $9.3 million and free cash flow(2) of $1.5 million
Contract receivables, net of contract payables, of $63.1 million as of September 30, 2024

(1) Non-GAAP financial measure reconciliations and other related information about non-GAAP financial measures provided below.
(2) Free cash flow, a non-GAAP financial measure, is calculated by us as cash flow from operations less our capital expenditures during the period of $7.7 million that is included in our purchase of property and equipment line in our Unaudited Condensed Consolidated Statements of Cash Flows provided below.

“This quarter has demonstrated positive momentum, reflected in both operational enhancements and strengthened relationships, even amid shifts in the broader healthcare market. We delivered solid third-quarter results, reporting $43 million of adjusted EBITDA and a 2% increase in consolidated revenue, driven primarily by 5% growth in our personal care services segment,” stated L. Heath Sampson, President and CEO. “During the quarter, we proactively amended our credit agreement, securing temporary relief on debt covenants. Our bank group continues to be constructive and supportive as we work toward a long-term solution for our covenants that provides us with the time to thoughtfully and strategically assess the best approach to de-lever our balance sheet and optimize value for stakeholders. Additionally, we achieved significant collections in contract receivables, reducing net receivables by $55 million, and we made meaningful progress in resetting our capitated payment thresholds within our shared risk NEMT contracts, as contractually designed. These actions are expected to improve our cash conversion cycle and enhance future free cash flow.”

Sampson continued, “Our transformation efforts have laid a strong foundation across each segment, positioning us to meet our client needs today while anticipating tomorrow’s demands in this dynamic market. Our strategic initiatives are driving substantial cost savings in our NEMT segment, with a strong deal pipeline encompassing new business, renewals, and expansions. Our personal care services segment is steadily growing with improving margins, while remote patient monitoring margins have risen to 37%, supported by operational efficiencies and delivering innovative value to our clients. We are confident in our ability to further differentiate our offerings, achieve cost savings, and drive growth in 2025. We remain fully committed to creating value within each segment, deleveraging our balance sheet, and ultimately enhancing stakeholder value.”

Guidance*

We affirm our revenue and adjusted EBITDA guidance ranges as follows ($ in millions):

Fiscal Year 2024
Revenue
$2,700 - $2,900
Adjusted EBITDA
$170 - $180

The Company continues to expect Adjusted EBITDA growth in excess of 10% in 2025, based on current 2024 guidance.




*Guidance excludes the effects of any future merger, acquisition or disposition activity and is based on the current operating environment.

Third Quarter 2024 Results

For the third quarter of 2024, the Company reported $702.0 million in revenue, a 2.2% increase from the $686.9 million reported in the third quarter of 2023. NEMT segment revenue grew by $6.3 million or 1.3% and PCS segment revenue grew by $8.5 million or 4.7%, while RPM segment revenue declined $0.3 million or 1.7%, as compared to the third quarter of 2023.

Our operating income was $5.3 million, or 0.7% of revenue, in the third quarter of 2024, compared to operating income of $12.0 million, or 1.8% of revenue, in the third quarter of 2023. Net loss in the third quarter of 2024 was $26.6 million, or negative $1.87 per diluted common share, compared to net loss of $4.3 million, or negative $0.30 per diluted common share in the third quarter of 2023. The increase in net loss for the third quarter of 2024 from the third quarter of 2023 was driven by an increase in interest expense of $10.6 million as well as a loss on extinguishment of debt of $11.8 million that was incurred during the third quarter of 2024 related to the refinancing of our Senior Notes due 2025.

Adjusted EBITDA was $43.2 million, or 6.2% of revenue, in the third quarter of 2024, compared to $51.3 million, or 7.5% of revenue, in the third quarter of 2023. Adjusted net income in the third quarter of 2024 was $6.4 million, or $0.45 per diluted common share, compared to adjusted net income of $20.5 million, or $1.44 per diluted common share, in the third quarter of 2023.

Cash provided by operations during the quarter was $9.3 million as compared to $53.5 million of cash provided by operations during the third quarter of 2023. Changes in operating assets and liabilities during the quarter include a decrease in contract receivables of $55.4 million, net, and a decrease in contract payables of $39.6 million, net. Net cash used in investing activities during the quarter was $7.7 million, primarily due to capitalized investments in technology and purchases of monitoring devices. Net cash provided by financing activities during the quarter was $36.3 million, which resulted in a quarter ended balance on the Company's revolving credit facility of $228.0 million.

During the third quarter, the Company successfully refinanced its $500.0 million Senior Unsecured Notes due 2025 at a redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes. The 2025 Notes were redeemed in conjunction with the funding of a Term Loan Facility in an aggregate principal amount of $525.0 million.

Third Quarter 2024 Earnings Conference Call

Modivcare will hold a conference call to discuss its financial results on Thursday, November 7, 2024 at 8:30 a.m. ET. To access the call, please dial:

US toll-free: 1 (888) 437-3179
International: 1 (862) 298-0702

You may also access the conference call via webcast at investors.modivcare.com, where the call will also be archived.

About Modivcare

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 members. Our value-based solutions address the social determinants of health (SDoH) by connecting members to essential care services. By doing so, Modivcare helps health plans manage risks, reduce costs, and improve health outcomes. Modivcare is a provider of non-emergency medical transportation (NEMT), personal care services (PCS), and remote patient monitoring solutions (RPM). The company also holds a minority equity investment in CCHN Holdings (d/b/a Matrix Medical Network), an independent, at scale provider of comprehensive in-home health assessments in the U.S. To learn more about Modivcare, please visit www.modivcare.com.



Non-GAAP Financial Measures and Adjustments

In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"), the information contained herein may include presentations for the Company and its segments (as noted and applicable) of: (1) EBITDA, Adjusted EBITDA, Adjusted G&A expense, Adjusted EBITDA margin, Adjusted Net Income (Loss), and Adjusted EPS, all of which are non-GAAP financial measures considered by management to be performance measures; and (2) free cash flow, which is a non-GAAP financial measure considered by management to be a liquidity measure. EBITDA is defined as net income (loss) before: (1) interest expense, net; (2) provision (benefit) for income taxes; and (3) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA before (as applicable): (1) restructuring and related costs; (2) transaction and integration costs; (3) settlement related costs; (4) a one-time payor collection settlement; (5) stock-based compensation; (6) impairment of goodwill; (7) loss on debt extinguishment; and (8) equity in net (income) loss of investee, net of tax. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by service revenue, net. Adjusted Net Income (Loss) is calculated as net income (loss) before (as applicable): (1) restructuring and related costs; (2) transaction and integration costs; (3) settlement related costs; (4) a one-time payor collection settlement; (5) stock-based compensation; (6) impairment of goodwill; (7) loss on debt extinguishment; (8) equity in net (income) loss of investee, net of tax; (9) intangible asset amortization expense; and (10) the income tax impact of such adjustments. Adjusted EPS is calculated as Adjusted Net Income (Loss) divided by the diluted weighted-average number of common shares outstanding as calculated for Adjusted Net Income (Loss). Adjusted G&A expense is calculated as G&A expense before (as applicable): (1) restructuring and related costs; (2) transaction and integration costs; (3) settlement related costs; and (4) stock-based compensation. Free cash flow is calculated as cash flow from operations less our applicable capital expenditures included in our purchase of property and equipment line in our Consolidated Statements of Cash Flows.

Reconciliations of the non-GAAP financial measures used herein to their most directly comparable GAAP financial measures that are not included in the discussion above are included below. We do not provide guidance for net income (loss) in this presentation on a basis consistent with GAAP or a reconciliation of forward-looking non-GAAP financial measure (Adjusted EBITDA) to its most directly comparable GAAP financial measure (net income (loss)) on a forward-looking basis because we are unable to predict items contained in the GAAP financial measure without unreasonable efforts. Our non-GAAP performance measures exclude expenses and amounts that are not driven by our core operating results and may be one time in nature. Excluding these expenses makes comparisons with prior periods as well as to other companies in our industry more meaningful. We believe such measures allow investors to gain a better understanding of the factors and trends affecting the ongoing operations of our business. We consider our core operations to be the ongoing activities to provide services from which we earn revenue, including direct operating costs and indirect costs to support these activities. As a result, our net income or loss in equity investee is excluded from these measures, as we do not have the ability to manage the venture, allocate resources within the venture, or directly control its operations or performance. Our free cash flow presentation (as applicable) reflects an additional way of viewing our liquidity that, when viewed together with our GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. Our use of the term free cash flow is not intended to imply, and no inference should be made, however, that any reported amounts are free to be used without restriction for discretionary expenditures, as our use of these funds may be restricted by the terms of our outstanding indebtedness, including our credit facility, and otherwise earmarked for other non-discretionary expenditures.

Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and exclude expenses that may have a material impact on our reported financial results. The presentation of non-GAAP financial measures is not intended to be considered in isolation from or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. We urge you to review the reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. The updated guidance discussed herein constitutes forward-looking statements. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond our ability to control or predict, which may cause actual results to be materially different from those expressed or implied herein, including but not limited to: government or private insurance program funding reductions or limitations; implementation of alternative



payment models or the transition of Medicaid and Medicare beneficiaries to Managed Care Organizations; our inability to control reimbursement rates received for our services; cost containment initiatives undertaken by private third-party payors and an inability to maintain or reduce our cost of services below rates set forth by our payors; inadequacies in, or security breaches of, our information technology systems, including those intended to protect our clients’ confidential information; the effects of any public health emergency; changes in the funding, financial viability or our relationships with our payors; delays in collection, or non-collection, of our accounts receivable; any impairment of our goodwill and long-lived assets; any failure to maintain or to develop reliable, efficient and secure information technology systems; any inability to attract and retain qualified employees; any disruptions from acquisition or acquisition integration efforts; weakening of general economic conditions, including the impact of inflationary pressures, rising interest rates, labor shortages, higher labor costs and supply chain challenges; estimated income taxes being different from income taxes that we ultimately pay; pandemics and other infectious diseases; our contracts not surviving until the end of their stated terms, or not being renewed or extended; our failure to compete effectively in the marketplace; our not being awarded contracts through the government’s requests for proposals process, or our awarded contracts not being profitable; any failure to satisfy our contractual obligations or to maintain existing pledged performance and payment bonds; any failure to estimate accurately the cost of performing our contracts; any misclassification of the drivers we engage as independent contractors rather than as employees; significant interruptions in our communication and data services; not successfully executing on our strategies in the face of our competition; any inability to maintain relationships with existing patient referral sources; certificates of need laws or other regulatory and licensure obligations that may adversely affect our personal care integration efforts and expansion into new markets; any failure to obtain the consent of the New York Department of Health to manage the day to day operations of our licensed in-home personal care services agency business; changes in the case-mix of our personal care patients, or changes in payor mix or payment methodologies; our loss of existing favorable managed care contracts; labor disputes or disruptions, in particular in New York; becoming subject to malpractice, professional negligence, medical liability or other similar claims; our operating in the competitive remote patient monitoring industry, and failing to develop and enhance related technology applications; any failure to innovate and provide services that are useful to customers and to achieve and maintain market acceptance; our lack of sole decision-making authority with respect to our minority investment in Matrix and any failure by Matrix to achieve positive financial position and results of operations; any legal challenges to the relationships or arrangements between our virtual clinical care management services and the unaffiliated physician-owned professional corporation through which such services are provided; any failure to comply with applicable data interoperability and information blocking rules; the lapse of temporary telehealth flexibilities currently permitted under the Consolidated Appropriations Act of 2023; the cost of our compliance with laws; changes to the regulatory landscape applicable to our businesses; changes in budgetary priorities of the government entities or private insurance programs that fund our services; regulations relating to privacy and security of patient and service user information; actions for false claims or recoupment of funds; civil penalties or loss of business for failing to comply with bribery, corruption and other regulations governing business with public organizations; increasing scrutiny and changing expectations with respect to environmental, social and governance matters; changes to, or violations of, licensing regulations, including regulations governing surveys and audits; our contracts being subject to audit and modification by the payors with whom we contract; a loss of Medicaid coverage by a significant number of Medicaid beneficiaries following the expiration of the COVID-19 public health emergency under the Families First Coronavirus Response Act (2020); our existing debt agreements containing restrictions, financial covenants and cross-default provisions that limit our flexibility in operating our business; our substantial indebtedness and lease obligations and ability to generate or distribute sufficient cash to service our indebtedness; the expiration of our existing credit agreement or any loss of available financing alternatives; our ability to incur substantial additional indebtedness or to issue additional equity; the results of the remediation of our identified material weaknesses in internal control over financial reporting; future sales of our common stock by existing stockholders; any stock price volatility; our dependence on our subsidiaries to fund our operations and expenses; securities analysts failing to publish research or publishing misleading or unfavorable research about us; and the effects of applicable anti-takeover provisions.

The Company has provided additional information about the foregoing and other risks facing our business in our annual report on Form 10-K and subsequent periodic and current reports filed with the Securities and Exchange Commission that could impact future performance. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in our filings with the Securities and Exchange Commission, which you should read in their entirety before making an investment decision with respect to our securities. We undertake no obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable law.


Investor Relations Contact
Kevin Ellich,
Head of Investor Relations
Kevin.Ellich@modivcare.com


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Modivcare Inc.
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Modivcare Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
Three months ended September 30,Nine months ended September 30,
2024202320242023
Service revenue, net$702,037 $686,925 $2,084,787 $2,048,338 
Grant income— 551 — 4,649 
Operating expenses:  
    Service expense597,934 579,214 1,769,600 1,718,735 
    General and administrative expense70,903 70,142 224,145 229,095 
    Depreciation and amortization27,940 26,077 82,795 77,679 
    Impairment of goodwill— — 105,302 183,100 
Total operating expenses696,777 675,433 2,181,842 2,208,609 
Operating income (loss)5,260 12,043 (97,055)(155,622)
Interest expense, net28,493 17,844 67,129 50,769 
Loss on debt extinguishment
11,797 — 11,797 — 
Loss before income taxes and equity method investment
(35,030)(5,801)(175,981)(206,391)
Income tax benefit
11,070 1,659 2,055 4,362 
Equity in net income (loss) of investee, net of tax(2,644)(160)(3,862)2,821 
Net loss
$(26,604)$(4,302)$(177,788)$(199,208)
Loss per common share:
Basic$(1.87)$(0.30)$(12.50)$(14.06)
Diluted$(1.87)$(0.30)$(12.50)$(14.06)
Weighted-average number of common shares outstanding:
    Basic14,253,192 14,182,839 14,224,155 14,169,537 
    Diluted14,253,192 14,182,839 14,224,155 14,169,537 


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Modivcare Inc.
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Modivcare Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
September 30, 2024December 31, 2023
Assets
Current assets:
    Cash and cash equivalents$48,336 $2,217 
    Accounts receivable, net248,683 222,537 
    Contract receivables110,431 143,960 
    Other current assets(1)
55,999 36,209 
Total current assets463,449 404,923 
Property and equipment, net84,451 85,629 
Goodwill680,252 785,554 
Intangible assets, net301,598 360,935 
Equity investment35,835 41,531 
Operating lease right-of-use assets39,839 39,776 
Other long-term assets46,324 48,927 
Total assets$1,651,748 $1,767,275 
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable$52,109 $55,241 
Accrued contract payables47,300 117,488 
Accrued expenses and other current liabilities 145,289 127,901 
Accrued transportation costs95,023 97,245 
Current portion of operating lease liabilities8,548 8,727 
Short-term debt
233,250 113,800 
Total current liabilities581,519 520,402 
Long-term debt, net of deferred financing costs986,125 983,757 
Operating lease liabilities, less current portion34,364 33,784 
Other long-term liabilities(2)
66,736 73,137 
Total liabilities1,668,744 1,611,080 
Stockholders' equity (deficit)
Stockholders' equity (deficit)
(16,996)156,195 
Total liabilities and stockholders' equity (deficit)
$1,651,748 $1,767,275 

(1)     Includes other receivables, prepaid expenses and other current assets and short-term restricted cash.
(2)     Includes other long-term liabilities and deferred tax liabilities.


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Modivcare Inc.
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Modivcare Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Three months ended September 30,Nine months ended September 30,
2024202320242023
Operating activities
Net loss
$(26,604)$(4,302)$(177,788)$(199,208)
  Depreciation and amortization27,940 26,077 82,795 77,679 
  Stock-based compensation530 1,743 4,792 4,029 
  Equity in net (income) loss of investee3,670 222 5,360 (3,915)
Deferred income taxes(12,340)(4,971)(6,753)(15,235)
Impairment of goodwill— — 105,302 183,100 
Loss on debt extinguishment11,797 — 11,797 — 
Reduction of right-of-use asset2,370 2,924 7,289 9,875 
Other non-cash items(1)
1,894 1,331 4,752 3,907 
Changes in operating assets and liabilities:
Contract receivables
48,914 (9,512)33,528 (58,143)
Contract payables
(39,594)24,483 (70,188)(60,710)
Long-term contract receivables
6,512 — — 427 
  Other changes in operating assets and liabilities(2)
(15,816)15,552 (37,339)867 
Net cash provided by (used in) operating activities
9,273 53,547 (36,453)(57,327)
Investing activities
Purchase of property and equipment(7,728)(8,878)(22,281)(31,143)
Net cash used in investing activities(7,728)(8,878)(22,281)(31,143)
Financing activities
Net proceeds from short-term debt
45,000 (43,500)114,200 83,000 
Issuance of long-term debt
525,000 — 525,000 — 
Repayment of long-term debt
(508,657)— (508,657)— 
Payments of debt issuance costs
(24,649)— (25,512)(376)
Restricted stock surrendered for employee tax payment(435)(21)(591)(861)
Other financing activities(2)— 396 346 
Net cash provided by (used in) financing activities
36,257 (43,521)104,836 82,109 
Net change in cash, cash equivalents and restricted cash37,802 1,148 46,102 (6,361)
Cash, cash equivalents and restricted cash at beginning of period11,082 7,466 2,782 14,975 
Cash, cash equivalents and restricted cash at end of period$48,884 $8,614 $48,884 $8,614 

(1) Includes amortization of deferred financing costs and debt discount.
(2) Includes accounts receivable and other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, accrued transportation costs and other changes in operating assets and liabilities.


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Modivcare Inc.
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Modivcare Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
Segment Information and Adjusted EBITDA
(in thousands)

Three months ended September 30, 2024
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$492,253 $188,518 $19,448 $1,818 $702,037 
Operating expenses:
  Service expense436,549 151,745 8,018 1,622 597,934 
  General and administrative expense30,758 23,823 4,332 11,990 70,903 
  Depreciation and amortization7,645 12,918 7,073 304 27,940 
Total operating expenses474,952 188,486 19,423 13,916 696,777 
Operating income (loss)17,301 32 25 (12,098)5,260 
Interest expense, net— — — 28,493 28,493 
Loss on debt extinguishment
— — — 11,797 11,797 
Income (loss) before income taxes and equity method investment17,301 32 25 (52,388)(35,030)
Income tax benefit (provision)
(4,490)(24)(7)15,591 11,070 
Equity in net income (loss) of investee, net of tax
151 — — (2,795)(2,644)
Net income (loss)12,962 18 (39,592)(26,604)
Interest expense, net— — — 28,493 28,493 
Income tax provision (benefit)4,490 24 (15,591)(11,070)
Depreciation and amortization7,645 12,918 7,073 304 27,940 
EBITDA25,097 12,950 7,098 (26,386)18,759 
Restructuring and related costs(1)
249 15 45 — 309 
Transaction and integration costs— 146 1,219 1,367 
Settlement related costs
— 2,610 — — 2,610 
Payor collection settlement(2)
5,368 — — — 5,368 
Stock-based compensation— — — 340 340 
Loss on debt extinguishment
— — — 11,797 11,797 
Equity in net (income) loss of investee, net of tax
(151)— — 2,795 2,644 
Adjusted EBITDA$30,563 $15,721 $7,145 $(10,235)$43,194 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.
(2) Amount represents a one-time, non-recurring settlement in connection with a dispute with a payor for which the Company will cease performing services beginning in 2025, which resulted in an adjustment to historical contracts receivable recorded for the payor beginning with calendar year 2021.


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Modivcare Inc.
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Modivcare Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
Segment Information and Adjusted EBITDA
(in thousands)

Three months ended September 30, 2023
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$485,951 $179,979 $19,779 $1,216 $686,925 
Grant income— 551 — — 551 
Operating expenses:
  Service expense428,021 143,078 6,934 1,181 579,214 
  General and administrative expense25,433 20,252 5,685 18,772 70,142 
  Depreciation and amortization6,814 12,850 6,174 239 26,077 
Total operating expenses460,268 176,180 18,793 20,192 675,433 
Operating income (loss)25,683 4,350 986 (18,976)12,043 
Interest expense, net— — — 17,844 17,844 
Income (loss) before income taxes and equity method investment25,683 4,350 986 (36,820)(5,801)
Income tax benefit (provision)
(6,994)(1,208)(279)10,140 1,659 
Equity in net income (loss) of investee, net of tax142 — — (302)(160)
Net income (loss)18,831 3,142 707 (26,982)(4,302)
Interest expense, net— — — 17,844 17,844 
Income tax provision (benefit)6,994 1,208 279 (10,140)(1,659)
Depreciation and amortization6,814 12,850 6,174 239 26,077 
EBITDA32,639 17,200 7,160 (19,039)37,960 
Restructuring and related costs(1)
2,711 — — 6,205 8,916 
Transaction and integration costs(2)
101 431 22 605 1,159 
Settlement related costs(25)— — 1,474 1,449 
Stock-based compensation
— — — 1,690 1,690 
Equity in net (income) loss of investee, net of tax(142)— — 302 160 
Adjusted EBITDA$35,284 $17,631 $7,182 $(8,763)$51,334 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.
(2) Transaction and integration costs consist of fees incurred related to Sarbanes-Oxley Act of 2002 implementation and business integration efforts.


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Modivcare Inc.
Page 10

Modivcare Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
Segment Information and Adjusted EBITDA
(in thousands)

Nine months ended September 30, 2024
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$1,462,236 $558,696 $58,575 $5,280 $2,084,787 
Operating expenses:
  Service expense1,288,162 451,049 24,556 5,833 1,769,600 
  General and administrative expense95,701 72,152 15,780 40,512 224,145 
  Depreciation and amortization22,602 38,506 20,834 853 82,795 
  Impairment of goodwill— — 105,302 — 105,302 
Total operating expenses1,406,465 561,707 166,472 47,198 2,181,842 
Operating income (loss)55,771 (3,011)(107,897)(41,918)(97,055)
Interest expense, net— — — 67,129 67,129 
Loss on debt extinguishment
— — — 11,797 11,797 
Income (loss) before income taxes and equity method investment55,771 (3,011)(107,897)(120,844)(175,981)
Income tax benefit (provision)
(14,512)866 726 14,975 2,055 
Equity in net income (loss) of investee, net of tax269 — — (4,131)(3,862)
Net income (loss)41,528 (2,145)(107,171)(110,000)(177,788)
Interest expense, net— — — 67,129 67,129 
Income tax provision (benefit)14,512 (866)(726)(14,975)(2,055)
Depreciation and amortization22,602 38,506 20,834 853 82,795 
EBITDA78,642 35,495 (87,063)(56,993)(29,919)
Restructuring and related costs(1)
9,192 1,321 1,244 1,638 13,395 
Transaction and integration costs52 2,023 102 1,293 3,470 
Settlement related costs— 3,415 — — 3,415 
Payor collection settlement(2)
5,368 — — — 5,368 
Stock-based compensation— — — 4,090 4,090 
Impairment of goodwill— — 105,302 — 105,302 
Loss on debt extinguishment
— — — 11,797 11,797 
Equity in net (income) loss of investee, net of tax(269)— — 4,131 3,862 
Adjusted EBITDA$92,985 $42,254 $19,585 $(34,044)$120,780 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.
(2) Amount represents a one-time, non-recurring settlement in connection with a dispute with a payor for which the Company will cease performing services beginning in 2025, which resulted in an adjustment to historical contracts receivable recorded for the payor beginning with calendar year 2021.

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Modivcare Inc.
Page 11

Modivcare Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
Segment Information and Adjusted EBITDA
(in thousands)

Nine months ended September 30, 2023
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$1,452,389 $534,435 $57,702 $3,812 $2,048,338 
Grant income— 4,649 — — 4,649 
Operating expenses:
  Service expense1,277,604 417,636 20,129 3,366 1,718,735 
  General and administrative expense87,645 63,480 16,781 61,189 229,095 
  Depreciation and amortization20,319 38,590 18,087 683 77,679 
  Impairment of goodwill
— 137,331 45,769 — 183,100 
Total operating expenses1,385,568 657,037 100,766 65,238 2,208,609 
Operating income (loss)66,821 (117,953)(43,064)(61,426)(155,622)
Interest expense, net— — — 50,769 50,769 
Income (loss) before income taxes and equity method investment66,821 (117,953)(43,064)(112,195)(206,391)
Income tax benefit (provision)
(18,014)(5,452)(765)28,593 4,362 
Equity in net income of investee, net of tax
984 — — 1,837 2,821 
Net income (loss)49,791 (123,405)(43,829)(81,765)(199,208)
Interest expense, net— — — 50,769 50,769 
Income tax provision (benefit)18,014 5,452 765 (28,593)(4,362)
Depreciation and amortization20,319 38,590 18,087 683 77,679 
EBITDA88,124 (79,363)(24,977)(58,906)(75,122)
Restructuring and related costs(1)
11,865 — — 21,606 33,471 
Transaction and integration costs(2)
101 881 70 1,834 2,886 
Settlement related costs250 — — 8,683 8,933 
Stock-based compensation
— — — 3,485 3,485 
Impairment of goodwill— 137,331 45,769 — 183,100 
Equity in net income of investee, net of tax
(984)— — (1,837)(2,821)
Adjusted EBITDA$99,356 $58,849 $20,862 $(25,135)$153,932 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.
(2) Transaction and integration costs consist of fees incurred related to Sarbanes-Oxley Act of 2002 implementation and business integration efforts.


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Modivcare Inc.
Page 12

Modivcare Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income and Adjusted Net Income per Common Share
(in thousands, except share and per share data)

Three months ended September 30,Nine months ended September 30,
2024202320242023
Net loss
$(26,604)$(4,302)$(177,788)$(199,208)
Restructuring and related costs(1)
309 8,916 13,395 33,471 
Transaction and integration costs(2)
1,367 1,159 3,470 2,886 
Settlement related costs2,610 1,449 3,415 8,933 
Payor collection settlement(3)
5,368 — 5,368 — 
Stock-based compensation
340 1,690 4,090 3,485 
Impairment of goodwill— — 105,302 183,100 
Loss on debt extinguishment
11,797 — 11,797 — 
Equity in net (income) loss of investee, net of tax2,644 160 3,862 (2,821)
Intangible asset amortization expense19,715 19,748 59,259 59,457 
Tax effected impact of adjustments(11,144)(8,327)(27,063)(27,833)
Adjusted net income
$6,402 $20,493 $5,107 $61,470 
Adjusted earnings per share
$0.45 $1.44 $0.36 $4.33 
Diluted weighted-average number of common shares outstanding14,262,751 14,218,141 14,251,313 14,209,787 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.
(2) Transaction and integration costs consist of fees incurred related to SOX implementation and business integration efforts.
(3) Amount represents a one-time, non-recurring settlement in connection with a dispute with a payor for which the Company will cease performing services beginning in 2025, which resulted in an adjustment to historical contracts receivable recorded for the payor beginning with calendar year 2021.



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Modivcare Inc.
Page 13

Modivcare Inc.
Unaudited Key Statistical and Financial Data
(in thousands, except for statistical data)

Three months endedNine months endedThree months ended
September 30, 2024September 30, 2023% ChangeSeptember 30, 2024September 30, 2023% ChangeJune 30, 2024QoQ % Change
NEMT Segment
Service revenue, net$492,253 $485,951 1.3 %$1,462,236 $1,452,389 0.7 %$490,677 0.3 %
Purchased services expense383,769 363,594 5.5 %1,119,248 1,085,206 3.1 %372,579 3.0 %
Payroll and other expense52,780 64,427 (18.1)%168,914 192,398 (12.2)%55,377 (4.7)%
Service expense$436,549 $428,021 2.0 %$1,288,162 $1,277,604 0.8 %$427,956 2.0 %
Gross profit$55,704 $57,930 (3.8)%$174,074 $174,785 (0.4)%$62,721 (11.2)%
Gross margin11.3 %11.9 %11.9 %12.0 %12.8 %
G&A expense$30,758 $25,433 20.9 %$95,701 $87,645 9.2 %$33,123 (7.1)%
G&A expense adjustments:
Restructuring and related costs249 2,711 (90.8)%9,192 11,865 (22.5)%5,704 (95.6)%
Transaction and integration costs— 101 (100.0)%52 101 (48.5)%— N/M
Settlement related costs— (25)(100.0)%— 250 (100.0)%— N/M
Adjusted G&A expense$30,509 $22,646 34.7 %$86,457 $75,429 14.6 %$27,419 11.3 %
Adjusted G&A expense % of revenue6.2 %4.7 %5.9 %5.2 %5.6 %
Net income$12,962 $18,831 (31.2)%$41,528 $49,791 (16.6)%$16,398 (21.0)%
Net income margin2.6 %3.9 %2.8 %3.4 %3.3 %
Adjusted EBITDA$30,563 $35,284 (13.4)%$92,985 $99,356 (6.4)%$35,302 (13.4)%
Adjusted EBITDA margin6.2 %7.3 %6.4 %6.8 %7.2 %
Total paid trips (thousands)9,418 8,824 6.7 %27,257 25,761 5.8 %9,031 4.3 %
Average monthly members (thousands)30,023 33,660 (10.8)%29,599 33,892 (12.7)%29,703 1.1 %
Revenue per member per month$5.47 $4.81 13.7 %$5.49 $4.76 15.3 %$5.51 (0.7)%
Revenue per trip$52.27 $55.07 (5.1)%$53.65 $56.38 (4.8)%$54.33 (3.8)%
Monthly utilization10.5 %8.7 %10.2 %8.4 %10.1 %
Purchased services per trip$40.75 $41.21 (1.1)%$41.06 $42.13 (2.5)%$41.26 (1.2)%
Payroll and other per trip$5.60 $7.30 (23.3)%$6.20 $7.47 (17.0)%$6.13 (8.6)%
Total service expense per trip$46.35 $48.51 (4.5)%$47.26 $49.60 (4.7)%$47.39 (2.2)%

N/M - Not Meaningful. Certain figures in the tables above do not provide meaningful percentage comparison, thus, the percentage has been removed.
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Modivcare Inc.
Page 14

Modivcare Inc.
Unaudited Key Statistical and Financial Data
(in thousands, except for statistical data)

Three months endedNine months endedThree months ended
September 30, 2024September 30, 2023% ChangeSeptember 30, 2024September 30, 2023% ChangeJune 30, 2024QoQ % Change
PCS Segment
Service revenue, net$188,518 $179,979 4.7 %$558,696 $534,435 4.5 %$186,610 1.0 %
Service expense 151,745 143,078 6.1 %451,049 417,636 8.0 %149,866 1.3 %
Gross profit$36,773 $36,901 (0.3)%$107,647 $116,799 (7.8)%$36,744 0.1 %
Gross margin
19.5 %20.5 %19.3 %21.9 %19.7 %
G&A expense$23,823 $20,252 17.6 %$72,152 $63,480 13.7 %$23,897 (0.3)%
G&A expense adjustments
Restructuring and related costs15 — N/M1,321 — N/M1,179 (98.7)%
Transaction and integration costs146 431 (66.1)%2,023 881 129.6 %431 (66.1)%
Settlement related costs2,610 — N/M3,415 — N/M805 224.2 %
Adjusted G&A expense$21,052 $19,821 6.2 %$65,393 $62,599 4.5 %$21,482 (2.0)%
Adjusted G&A expense % of revenue11.2 %11.0 %11.7 %11.7 %11.5 %
Net income (loss)
$$3,142 (99.7)%$(2,145)$(123,405)(98.3)%$121 (93.4)%
Net income (loss) margin
— %1.7 %(0.4)%(23.1)%0.1 %
Adjusted EBITDA$15,721 $17,631 (10.8)%$42,254 $58,849 (28.2)%$15,262 3.0 %
Adjusted EBITDA margin8.3 %9.8 %7.6 %11.0 %8.2 %
Total hours (thousands)
7,174 6,995 2.6 %21,187 20,752 2.1 %7,048 1.8 %
Revenue per hour$26.28 $25.73 2.1 %$26.37 $25.75 2.4 %$26.48 (0.8)%
Service expense per hour$21.15 $20.45 3.4 %$21.29 $20.13 5.8 %$21.26 (0.5)%

N/M - Not Meaningful. Certain figures in the tables above do not provide meaningful percentage comparison, thus, the percentage has been removed.


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Modivcare Inc.
Page 15

Modivcare Inc.
Unaudited Key Statistical and Financial Data
(in thousands, except for statistical data)

Three months endedNine months endedThree months ended
September 30, 2024September 30, 2023% ChangeSeptember 30, 2024September 30, 2023% ChangeJune 30, 2024QoQ % Change
RPM Segment
Service revenue, net$19,448 $19,779 (1.7)%$58,575 $57,702 1.5%$19,025 2.2 %
Service expense8,018 6,934 15.6 %24,556 20,129 22.0%8,175 (1.9)%
Gross profit$11,430 $12,845 (11.0)%$34,019 $37,573 (9.5)%$10,850 5.3 %
Gross margin
58.8 %64.9 %58.1 %65.1 %57.0 %
G&A expense$4,332 $5,685 (23.8)%$15,780 $16,781 (6.0)%$6,008 (27.9)%
G&A expense adjustments
Restructuring and related costs45 — N/M1,244 — N/M1,189 (96.2)%
Transaction and integration costs22 (90.9)%102 70 45.7%100 (98.0)%
Adjusted G&A expense$4,285 $5,663 (24.3)%$14,434 $16,711 (13.6)%$4,719 (9.2)%
Adjusted G&A expense % of revenue22.0 %28.6 %24.6 %29.0 %24.8 %
Net income (loss)
$18 $707 (97.5)%$(107,171)$(43,829)144.5%$(106,881)(100.0)%
Net income (loss) margin
0.1 %3.6 %(183.0)%(76.0)%(561.8)%
Adjusted EBITDA$7,145 $7,182 (0.5)%$19,585 $20,862 (6.1)%$6,131 16.5 %
Adjusted EBITDA margin36.7 %36.3 %33.4 %36.2 %32.2 %
Average monthly members (thousands)
246 247 (0.4)%247 241 2.5%246 — %
Revenue per member per month$26.35 $26.69 (1.3)%$26.35 $26.60 (0.9)%$25.78 2.2 %
Service expense per member per month$10.86 $9.36 16.0 %$11.05 $9.28 19.1%$11.08 (2.0)%

N/M - Not Meaningful. Certain figures in the tables above do not provide meaningful percentage comparison, thus, the percentage has been removed.


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Modivcare Inc.
Page 16

Modivcare Inc.
Unaudited Key Statistical and Financial Data
(in thousands)

Three months endedNine months endedThree months ended
September 30, 2024September 30, 2023% ChangeSeptember 30, 2024September 30, 2023% ChangeJune 30, 2024QoQ % Change
Corporate and Other Segment
G&A expense$11,990 $18,772 (36.1)%$40,512 $61,189 (33.8)%$13,037 (8.0)%
G&A expense adjustments
Restructuring and related costs— 6,205 (100.0)%1,638 21,606 (92.4)%(91)(100.0)%
Transaction and integration costs1,219 605 101.5 %1,293 1,834 (29.5)%29 4103.4 %
Settlement related costs— 1,474 (100.0)%— 8,683 (100.0)%— N/M
Stock-based compensation340 1,690 (79.9)%4,090 3,485 17.4 %1,969 (82.7)%
Adjusted G&A expense $10,431 $8,798 18.6 %$33,491 $25,581 30.9 %$11,130 (6.3)%
Adjusted G&A expense % of consolidated revenue1.5 %1.3 %1.6 %1.2 %1.6 %

Three months endedNine months endedThree months ended
September 30, 2024September 30, 2023% ChangeSeptember 30, 2024September 30, 2023% ChangeJune 30, 2024QoQ % Change
Consolidated Modivcare Inc.
G&A expense$70,903 $70,142 1.1 %$224,145 $229,095 (2.2)%$76,065 (6.8)%
G&A expense adjustments
Restructuring and related costs309 8,916 (96.5)%13,395 33,471 (60.0)%7,981 (96.1)%
Transaction and integration costs1,367 1,159 17.9 %3,470 2,886 20.2 %560 144.1 %
Settlement related costs2,610 1,449 80.1 %3,415 8,933 (61.8)%805 224.2 %
Stock-based compensation340 1,690 (79.9)%4,090 3,485 17.4 %1,969 (82.7)%
Adjusted G&A expense $66,277 $56,928 16.4 %$199,775 $180,320 10.8 %$64,750 2.4 %
Adjusted G&A expense % of consolidated revenue9.4 %8.3 %9.6 %8.8 %9.3 %

N/M - Not Meaningful. Certain figures in the tables above do not provide meaningful percentage comparison, thus, the percentage has been removed.


--end--

v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name ModivCare Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34221
Entity Tax Identification Number 86-0845127
Entity Address, Address Line One 6900 E Layton Avenue, 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 728-7012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol MODV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001220754
Amendment Flag false

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