Organization and Basis of Presentation |
6 Months Ended |
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Jun. 30, 2025 | |
| 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 members. Its 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 serves as a provider of non-emergency medical transportation ("NEMT"), personal care services ("PCS"), and in-home monitoring solutions ("Monitoring"), which serve similar, highly vulnerable patient populations. The technology-enabled operating model in its NEMT segment includes the coordination of non-emergency medical transportation services supported by an infrastructure of core competencies in risk underwriting, contact center management, network credentialing and claims management. Additionally, its personal care services in its PCS segment include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting. ModivCare’s in-home monitoring solutions in its Monitoring segment include in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, vitals monitoring devices, relationship-based care, and data-driven patient engagement solutions. ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand (“Matrix”). Matrix, which is included in its Corporate and Other segment, maintains a national network of community-based clinicians who deliver in-home and on-site services. 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 FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars unless otherwise noted. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses, and certain disclosures in the preparation of these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2024 included in this Form 10-Q has been derived from audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six month periods ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year, particularly as a result of the filing of the Chapter 11 Cases (as defined below). The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation. Management's Liquidity Plans and Going Concern Considerations In accordance with ASC 205-40, Presentation of Financial Statements – Going Concern, Management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of financial statement issuance. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2025, the Company had cash and cash equivalents, excluding restricted cash, of $76.4 million and an accumulated deficit of $579.8 million. The Company has a history of operating losses and expects to continue to generate negative cash flows from operations in the near term. The Company has continued to experience financial challenges, including increased transportation and caregiver costs that have not been offset by corresponding reimbursement rate increases from payors, the loss of contracts, and membership declines. Additionally, the Company has experienced lengthened collection periods due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements, resulting in delays between recognizing revenue for services rendered and collecting cash payments owed for the Company's services. These factors have negatively impacted and are anticipated to continue to negatively impact cash flow generation and liquidity. During the first quarter of 2025, the Company entered into Amendment No. 5 (the "Fifth Amendment") to its Credit Agreement (as defined in Note 9, Debt) which, among other things, established an incremental term loan facility in an aggregate principal amount of $75.0 million (the “Incremental Term Loan” as defined in Note 9, Debt). The Incremental Term Loan was a short-term facility with a maturity date of January 10, 2026 and, as a result of the factors described above, the Company determined that it would require additional liquidity in order to satisfy its existing debt obligations due within one year, which included the $75.0 million principal amount of the Incremental Term Loan as well as $5.3 million of current principal payments on the term loan facility (“Term Loan Facility” as defined in Note 9, Debt). Further, if the Company were to repay the principal balance of its Incremental Term Loan at maturity, the Company, absent the consummation of any financing or strategic transaction (discussed further below), would be unable to meet its minimum liquidity covenant of $25.0 million. As discussed in Note 9, Debt, the Company was granted a covenant holiday through the second quarter of 2025. However, the Company would not have the ability to meet the Total Net Leverage Ratio covenant when it returned to 6.75:1.00 or the minimum Interest Coverage Ratio when it returned to 1.65:1.00 for the quarter ended September 30, 2025, when the covenant holiday was no longer in place. For each of the reasons detailed above, the Company filed a voluntary petition for reorganization under Chapter 11 (the “Chapter 11 Cases” or “bankruptcy filing”) of the United States Bankruptcy Code in the Southern District of Texas on August 20, 2025 and expects to continue to manage its operations as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as a debtor-in-possession, the Company is authorized to continue to operate as an ongoing business but not to engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. While management believes that the Restructuring of the Company through the Chapter 11 Cases will allow the Company to successfully emerge from the Chapter 11 Cases and continue to operate as a viable going concern, the Company’s pre-arranged joint plan of reorganization (the "Plan") may never become effective, the restructuring and recapitalization transactions contemplated by the Restructuring Support Agreement ("RSA") and the Restructuring Term Sheet attached thereto (the "Restructuring Term Sheet" and, such transactions as described in the RSA and the Restructuring Term Sheet, and related transactions or steps to be taken in connection therewith, the "Restructuring") may never be consummated, the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and the Chapter 11 Cases may be converted into cases under Chapter 7 of the Bankruptcy Code. Specific terms of the RSA and Restructuring Term Sheet are included in Note 15, Subsequent Events. These factors raise substantial doubt about the Company's ability to satisfy its obligations as they become due within one year from the issuance date of these unaudited condensed consolidated financial statements. Accordingly, Management has concluded that substantial doubt exists about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and generate sufficient liquidity following the Restructuring to meet its obligations and operating needs as they become due. Management can provide no assurance that the transactions described therein will be consummated. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for twelve months following the issuance date. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
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