EX-99.1 2 a-ex991xmodvq22024pressrel.htm EX-99.1 Document

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Modivcare Reports Second Quarter 2024
Financial Results; Adjusts 2024 Guidance

Denver, CO – August 7, 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 six months ended June 30, 2024.

Second Quarter 2024 Summary:
•Service revenue of $698.3 million, remaining consistent with the second quarter of 2023
•Net loss of $128.9 million or negative $9.07 per diluted common share
•Adjusted EBITDA(1) of $45.4 million, adjusted net loss(1) of $0.4 million and adjusted EPS(1) of negative $0.03 per diluted common share
•Cash used in operating activities during the quarter of $55.3 million and free cash flow(2) of negative $62.0 million
•Contract receivables, net of contract payables, of $79.0 million as of June 30, 2024
•Won $97.8 million of NEMT total contract value (TCV) during second quarter 2024 ($32.6 million annual contract value (ACV)), with implementation beginning in the third quarter of 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 $6.7 million that is included in our purchase of property and equipment line in our Unaudited Condensed Consolidated Statements of Cash Flows provided below.

“Second quarter adjusted EBITDA of $45 million was driven by strong performance within our NEMT segment due to new business wins, upward repricing, and platform automation,” stated L. Heath Sampson, President and CEO. “We lowered our 2024 Adjusted EBITDA guidance range, primarily due to our personal care services transformation, which provides a solid foundation for growth, but it has also increased our cost structure and moderated growth in the first half of 2024. As previously disclosed, while our NEMT shared risk contract structure protects our margins and cash flow, it has also lengthened settlement cycles, leading to increased working capital needs as Medicaid redetermination and healthcare utilization normalize. As such, net cash flow from operating activities was a use of $55 million in the second quarter, with expectations for working capital to normalize in the second half of 2024. I am proud of how our team has transformed this company, especially in NEMT, where we have developed the most scaled and innovative platform. Our personal care and remote patient monitoring segments have also made significant progress, further positioning us to leverage our extensive footprints with recurring revenue and growing markets.”

Sampson continued, “Lastly, we successfully refinanced our 2025 senior unsecured notes with a new Term Loan B, removing a near-term overhang and tightening our capital structure. Our top priority is to de-lever our balance sheet while executing our transformation strategy, optimizing our business operations, and exploring other opportunities. We have built a company that provides multiple avenues to enhance shareholder value."

2024 Guidance

We maintained our revenue guidance range and lowered our adjusted EBITDA guidance range as follows ($ in millions):

Fiscal Year 2024
Updated
Previous
Revenue
Unchanged
$2,700 - $2,900
Adjusted EBITDA
$185 - $195
$190 - $210



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

Second Quarter 2024 Results

For the second quarter of 2024, the Company reported $698.3 million in revenue, which was consistent with the $699.1 million in revenue reported in the second quarter of 2023. NEMT segment revenue decreased by $6.3 million or 1.3%, PCS segment revenue grew by $6.3 million or 3.5%, and RPM segment revenue decreased by $0.2 million or 1.0%, as compared to the second quarter of 2023.

Our operating loss was $98.9 million, or 14.2% of revenue, in the second quarter of 2024, compared to an operating loss of $175.8 million, or 25.1% of revenue, in the second quarter of 2023. Net loss in the second quarter of 2024 was $128.9 million, or negative $9.07 per diluted common share, compared to net loss of $190.9 million, or negative $13.47 per diluted common share in the second quarter of 2023. Both the operating loss and the net loss for the second quarters of 2023 and 2024 are primarily attributable to the non-cash goodwill impairment charges of $183.1 million and $105.3 million, respectively.

Adjusted EBITDA was $45.4 million, or 6.5% of revenue, in the second quarter of 2024, compared to $52.4 million, or 7.5% of revenue, in the second quarter of 2023. The change in adjusted EBITDA was primarily a result of a decrease in adjusted EBITDA at the PCS, RPM, and Corporate and Other segments that was greater than the increase in adjusted EBITDA at the NEMT segment. Accordingly, adjusted net loss in the second quarter of 2024 was $0.4 million, or negative $0.03 per diluted common share, compared to adjusted net income of $20.8 million, or $1.47 per diluted common share, in the second quarter of 2023.

Cash used in operations during the quarter was $55.3 million as compared to $108.2 million of cash used in operations during the second quarter of 2023. Changes in operating assets and liabilities during the quarter include an increase in contract receivables of $11.6 million, net, and a decrease in contract payables of $41.5 million, net. Net cash used in investing activities during the quarter was $6.7 million, primarily due to capitalized investments in technology and purchases of monitoring devices. Net cash provided by financing activities during the quarter was $62.2 million, which resulted in a quarter ended balance on our revolving credit facility of $183.0 million.

During the second quarter, a goodwill impairment of $105.3 million was recognized at our RPM segment, as the Company performed its annual goodwill impairment assessment and determined that based on its qualitative assessment for each reporting unit, factors existed which required the Company to perform a quantitative assessment to test its goodwill for impairment. These factors included a decline in the performance of our RPM segment primarily related to lower than expected membership and revenue.

Second Quarter 2024 Earnings Conference Call

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

US toll-free: 1 (888) 645-4404
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) stock-based compensation; (5) impairment of goodwill; and (6) 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) stock-based compensation; (5) impairment of goodwill; (6) equity in net (income) loss of investee, net of tax; (7) intangible asset amortization expense; and (8) 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 June 30,Six months ended June 30,
2024202320242023
Service revenue, net$698,299 $699,107 $1,382,750 $1,361,413 
Grant income— 2,634 — 4,098 
Operating expenses:  
    Service expense588,100 589,255 1,171,666 1,139,521 
    General and administrative expense76,065 79,240 153,242 158,953 
    Depreciation and amortization27,752 25,909 54,855 51,602 
    Impairment of goodwill105,302 183,100 105,302 183,100 
Total operating expenses797,219 877,504 1,485,065 1,533,176 
Operating loss
(98,920)(175,763)(102,315)(167,665)
Interest expense, net19,950 16,967 38,636 32,925 
Loss before income taxes and equity method investment
(118,870)(192,730)(140,951)(200,590)
Income tax (provision) benefit(9,558)830 (9,015)2,703 
Equity in net income (loss) of investee, net of tax(456)956 (1,218)2,981 
Net loss
$(128,884)$(190,944)$(151,184)$(194,906)
Loss per common share:
Basic$(9.07)$(13.47)$(10.64)$(13.76)
Diluted$(9.07)$(13.47)$(10.64)$(13.76)
Weighted-average number of common shares outstanding:
    Basic14,216,954 14,170,617 14,209,477 14,162,776 
    Diluted14,216,954 14,170,617 14,209,477 14,162,776 


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Modivcare Inc.
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Modivcare Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
June 30, 2024December 31, 2023
Assets
Current assets:
    Cash and cash equivalents$10,546 $2,217 
    Accounts receivable, net229,648 222,537 
    Contract receivables159,345 143,960 
    Other current assets(1)
57,160 36,209 
Total current assets456,699 404,923 
Property and equipment, net84,949 85,629 
Long-term contract receivables
6,512 — 
Goodwill680,252 785,554 
Intangible assets, net321,313 360,935 
Equity investment39,340 41,531 
Operating lease right-of-use assets38,656 39,776 
Other long-term assets48,421 48,927 
Total assets$1,676,142 $1,767,275 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$62,006 $55,241 
Accrued contract payables86,894 117,488 
Accrued expenses and other current liabilities 120,469 127,901 
Accrued transportation costs107,773 97,245 
Current portion of operating lease liabilities8,474 8,727 
Short-term borrowings183,000 113,800 
Total current liabilities568,616 520,402 
Long-term debt, net of deferred financing costs986,057 983,757 
Operating lease liabilities, less current portion33,105 33,784 
Other long-term liabilities(2)
78,849 73,137 
Total liabilities1,666,627 1,611,080 
Stockholders' equity
Stockholders' equity9,515 156,195 
Total liabilities and stockholders' equity
$1,676,142 $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 June 30,Six months ended June 30,
2024202320242023
Operating activities
Net loss
$(128,884)$(190,944)$(151,184)$(194,906)
  Depreciation and amortization27,752 25,909 54,855 51,602 
  Stock-based compensation2,252 1,162 4,262 2,286 
  Equity in net (income) loss of investee634 (1,327)1,690 (4,137)
Deferred income taxes9,365 (6,640)5,587 (10,264)
Impairment of goodwill105,302 183,100 105,302 183,100 
Reduction of right-of-use asset1,972 3,404 4,919 6,951 
Other non-cash items(1)
1,451 1,298 2,858 2,576 
Changes in operating assets and liabilities:
Contract receivables
(24,666)(21,738)(15,386)(48,631)
Contract payables
(41,504)(78,526)(30,594)(85,193)
Long-term contract receivables
13,086 4,324 (6,512)427 
  Other changes in operating assets and liabilities(2)
(22,046)(28,241)(21,523)(14,685)
Net cash used in operating activities
(55,286)(108,219)(45,726)(110,874)
Investing activities
Purchase of property and equipment(6,697)(8,945)(14,553)(22,265)
Net cash used in investing activities(6,697)(8,945)(14,553)(22,265)
Financing activities
Net proceeds from short-term borrowings
62,000 111,500 69,200 126,500 
Payments of debt issuance costs
(107)(376)(863)(376)
Restricted stock surrendered for employee tax payment(92)(220)(156)(840)
Other financing activities398 346 398 346 
Net cash provided by financing activities
62,199 111,250 68,579 125,630 
Net change in cash, cash equivalents and restricted cash216 (5,914)8,300 (7,509)
Cash, cash equivalents and restricted cash at beginning of period10,866 13,380 2,782 14,975 
Cash, cash equivalents and restricted cash at end of period$11,082 $7,466 $11,082 $7,466 

(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, 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 June 30, 2024
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$490,677 $186,610 $19,025 $1,987 $698,299 
Operating expenses:
  Service expense427,956 149,866 8,175 2,103 588,100 
  General and administrative expense33,123 23,897 6,008 13,037 76,065 
  Depreciation and amortization7,598 12,793 7,087 274 27,752 
  Impairment of goodwill— — 105,302 — 105,302 
Total operating expenses468,677 186,556 126,572 15,414 797,219 
Operating income (loss)22,000 54 (107,547)(13,427)(98,920)
Interest expense, net— — — 19,950 19,950 
Income (loss) before income taxes and equity method investment22,000 54 (107,547)(33,377)(118,870)
Income tax benefit (provision)
(5,748)67 666 (4,543)(9,558)
Equity in net income (loss) of investee, net of tax
146 — — (602)(456)
Net income (loss)16,398 121 (106,881)(38,522)(128,884)
Interest expense, net— — — 19,950 19,950 
Income tax provision (benefit)5,748 (67)(666)4,543 9,558 
Depreciation and amortization7,598 12,793 7,087 274 27,752 
EBITDA29,744 12,847 (100,460)(13,755)(71,624)
Restructuring and related costs(1)
5,704 1,179 1,189 (91)7,981 
Transaction and integration costs— 431 100 29 560 
Settlement related costs
— 805 — — 805 
Stock-based compensation— — — 1,969 1,969 
Impairment of goodwill
— — 105,302 — 105,302 
Equity in net (income) loss of investee, net of tax
(146)— — 602 456 
Adjusted EBITDA$35,302 $15,262 $6,131 $(11,246)$45,449 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.


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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 June 30, 2023
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$496,975 $180,325 $19,211 $2,596 $699,107 
Grant income— 2,634 — — 2,634 
Operating expenses:
  Service expense441,897 138,468 6,705 2,185 589,255 
  General and administrative expense28,337 20,565 5,327 25,011 79,240 
  Depreciation and amortization6,739 12,872 6,059 239 25,909 
  Impairment of goodwill
— 137,331 45,769 — 183,100 
Total operating expenses476,973 309,236 63,860 27,435 877,504 
Operating income (loss)20,002 (126,277)(44,649)(24,839)(175,763)
Interest expense, net— — — 16,967 16,967 
Income (loss) before income taxes and equity method investment20,002 (126,277)(44,649)(41,806)(192,730)
Income tax benefit (provision)
(5,402)(3,095)(316)9,643 830 
Equity in net income of investee, net of tax
189 — — 767 956 
Net income (loss)14,789 (129,372)(44,965)(31,396)(190,944)
Interest expense, net— — — 16,967 16,967 
Income tax provision (benefit)5,402 3,095 316 (9,643)(830)
Depreciation and amortization6,739 12,872 6,059 239 25,909 
EBITDA26,930 (113,405)(38,590)(23,833)(148,898)
Restructuring and related costs(1)
2,055 — — 8,055 10,110 
Transaction and integration costs(2)
— 173 16 665 854 
Settlement related costs— — — 7,209 7,209 
Stock-based compensation
— — — 947 947 
Impairment of goodwill— 137,331 45,769 — 183,100 
Equity in net income of investee, net of tax
(189)— — (767)(956)
Adjusted EBITDA$28,796 $24,099 $7,195 $(7,724)$52,366 

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

Six months ended June 30, 2024
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$969,983 $370,178 $39,127 $3,462 $1,382,750 
Operating expenses:
  Service expense851,613 299,304 16,538 4,211 1,171,666 
  General and administrative expense64,943 48,329 11,448 28,522 153,242 
  Depreciation and amortization14,957 25,588 13,761 549 54,855 
  Impairment of goodwill— — 105,302 — 105,302 
Total operating expenses931,513 373,221 147,049 33,282 1,485,065 
Operating income (loss)38,470 (3,043)(107,922)(29,820)(102,315)
Interest expense, net— — — 38,636 38,636 
Income (loss) before income taxes and equity method investment38,470 (3,043)(107,922)(68,456)(140,951)
Income tax (provision) benefit(10,022)890 733 (616)(9,015)
Equity in net income (loss) of investee, net of tax118 — — (1,336)(1,218)
Net income (loss)28,566 (2,153)(107,189)(70,408)(151,184)
Interest expense, net— — — 38,636 38,636 
Income tax provision (benefit)10,022 (890)(733)616 9,015 
Depreciation and amortization14,957 25,588 13,761 549 54,855 
EBITDA53,545 22,545 (94,161)(30,607)(48,678)
Restructuring and related costs(1)
8,943 1,306 1,199 1,638 13,086 
Transaction and integration costs52 1,877 100 74 2,103 
Settlement related costs— 805 — — 805 
Stock-based compensation— — — 3,750 3,750 
Impairment of goodwill— — 105,302 — 105,302 
Equity in net (income) loss of investee, net of tax(118)— — 1,336 1,218 
Adjusted EBITDA$62,422 $26,533 $12,440 $(23,809)$77,586 

(1) Restructuring and related costs include professional fees for strategic initiatives, organizational consolidation costs, severance and other professional fees.


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Modivcare Inc.
Page 11

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

Six months ended June 30, 2023
NEMTPCSRPMCorporate and OtherTotal
Service revenue, net$966,438 $354,456 $37,923 $2,596 $1,361,413 
Grant income— 4,098 — — 4,098 
Operating expenses:
  Service expense849,583 274,558 13,195 2,185 1,139,521 
  General and administrative expense62,212 43,228 11,096 42,417 158,953 
  Depreciation and amortization13,505 25,740 11,913 444 51,602 
Impairment of goodwill— 137,331 45,769 — 183,100 
Total operating expenses925,300 480,857 81,973 45,046 1,533,176 
Operating income (loss)41,138 (122,303)(44,050)(42,450)(167,665)
Interest expense, net— — — 32,925 32,925 
Income (loss) before income taxes and equity method investment41,138 (122,303)(44,050)(75,375)(200,590)
Income tax (provision) benefit(11,020)(4,244)(486)18,453 2,703 
Equity in net income of investee, net of tax
842 — — 2,139 2,981 
Net income (loss)30,960 (126,547)(44,536)(54,783)(194,906)
Interest expense, net— — — 32,925 32,925 
Income tax provision (benefit)11,020 4,244 486 (18,453)(2,703)
Depreciation and amortization13,505 25,740 11,913 444 51,602 
EBITDA55,485 (96,563)(32,137)(39,867)(113,082)
Restructuring and related costs(1)
9,154 — — 15,401 24,555 
Transaction and integration costs(2)
— 450 48 1,229 1,727 
Settlement related costs275 — — 7,209 7,484 
Stock-based compensation
— — — 1,795 1,795 
Impairment of goodwill— 137,331 45,769 — 183,100 
Equity in net income of investee, net of tax
(842)— — (2,139)(2,981)
Adjusted EBITDA$64,072 $41,218 $13,680 $(16,372)$102,598 

(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 (Loss) and Adjusted Net Income (Loss) per Common Share
(in thousands, except share and per share data)

Three months ended June 30,Six months ended June 30,
2024202320242023
Net loss
$(128,884)$(190,944)$(151,184)$(194,906)
Restructuring and related costs(1)
7,981 10,110 13,086 24,555 
Transaction and integration costs(2)
560 854 2,103 1,727 
Settlement related costs805 7,209 805 7,484 
Stock-based compensation
1,969 947 3,750 1,795 
Impairment of goodwill105,302 183,100 105,302 183,100 
Equity in net (income) loss of investee, net of tax456 (956)1,218 (2,981)
Intangible asset amortization expense19,765 19,808 39,544 39,709 
Tax effected impact of adjustments(8,328)(9,352)(15,901)(19,506)
Adjusted net income (loss)
$(374)$20,776 $(1,277)$40,977 
Adjusted earnings (loss) per share
$(0.03)$1.47 $(0.09)$2.89 
Diluted weighted-average number of common shares outstanding14,216,954 14,173,854 14,209,477 14,178,375 

(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.


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Modivcare Inc.
Page 13

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

Three months endedSix months endedThree months ended
June 30, 2024June 30, 2023% ChangeJune 30, 2024June 30, 2023% ChangeMarch 31, 2024QoQ % Change
NEMT Segment
Service revenue, net$490,677 $496,975 (1.3)%$969,983 $966,438 0.4 %$479,306 2.4 %
Purchased services expense372,579 377,192 (1.2)%735,479 721,612 1.9 %362,900 2.7 %
Payroll and other expense55,377 64,705 (14.4)%116,134 127,971 (9.2)%60,757 (8.9)%
Service expense$427,956 $441,897 (3.2)%$851,613 $849,583 0.2 %$423,657 1.0 %
Gross profit$62,721 $55,078 13.9 %$118,370 $116,855 1.3 %$55,649 12.7 %
Gross margin12.8 %11.1 %12.2 %12.1 %11.6 %
G&A expense$33,123 $28,337 16.9 %$64,943 $62,212 4.4 %$31,820 4.1 %
G&A expense adjustments:
Restructuring and related costs5,704 2,055 177.6 %8,943 9,154 (2.3)%3,239 76.1 %
Transaction and integration costs— — N/M52 — N/M52 (100.0)%
Settlement related costs— — N/M— 275 (100.0)%— N/M
Adjusted G&A expense$27,419 $26,282 4.3 %$55,948 $52,783 6.0 %$28,529 (3.9)%
Adjusted G&A expense % of revenue5.6 %5.3 %5.8 %5.5 %6.0 %
Net income$16,398 $14,789 10.9 %$28,566 $30,960 (7.7)%$12,168 34.8 %
Net income margin3.3 %3.0 %2.9 %3.2 %2.5 %
Adjusted EBITDA$35,302 $28,796 22.6 %$62,422 $64,072 (2.6)%$27,120 30.2 %
Adjusted EBITDA margin7.2 %5.8 %6.4 %6.6 %5.7 %
Total paid trips (thousands)9,031 8,735 3.4 %17,839 16,937 5.3 %8,808 2.5 %
Average monthly members (thousands)29,703 34,312 (13.4)%29,387 34,008 (13.6)%29,071 2.2 %
Revenue per member per month$5.51 $4.83 14.1 %$5.50 $4.74 16.0 %$5.50 0.2 %
Revenue per trip$54.33 $56.89 (4.5)%$54.37 $57.06 (4.7)%$54.42 (0.2)%
Monthly utilization10.1 %8.5 %10.1 %8.3 %10.1 %
Purchased services per trip$41.26 $43.18 (4.4)%$41.23 $42.61 (3.2)%$41.20 0.1 %
Payroll and other per trip$6.13 $7.41 (17.3)%$6.51 $7.56 (13.9)%$6.90 (11.2)%
Total service expense per trip$47.39 $50.59 (6.3)%$47.74 $50.17 (4.8)%$48.10 (1.5)%

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

Three months endedSix months endedThree months ended
June 30, 2024June 30, 2023% ChangeJune 30, 2024June 30, 2023% ChangeMarch 31, 2024QoQ % Change
PCS Segment
Service revenue, net$186,610 $180,325 3.5 %$370,178 $354,456 4.4 %$183,568 1.7 %
Service expense 149,866 138,468 8.2 %299,304 274,558 9.0 %149,438 0.3 %
Gross profit$36,744 $41,857 (12.2)%$70,874 $79,898 (11.3)%$34,130 7.7 %
Gross margin
19.7 %23.2 %19.1 %22.5 %18.6 %
G&A expense$23,897 $20,565 16.2 %$48,329 $43,228 11.8 %$24,432 (2.2)%
G&A expense adjustments
Restructuring and related costs1,179 — N/M1,306 — N/M127 828.3 %
Transaction and integration costs431 173 149.1 %1,877 450 317.1 %1,446 (70.2)%
Settlement related costs805 — N/M805 — N/M— N/M
Adjusted G&A expense$21,482 $20,392 5.3 %$44,341 $42,778 3.7 %$22,859 (6.0)%
Adjusted G&A expense % of revenue11.5 %11.3 %12.0 %12.1 %12.5 %
Net income (loss)
$121 $(129,372)(100.1)%$(2,153)$(126,547)(98.3)%$(2,274)(105.3)%
Net income (loss) margin
0.1 %(71.7)%(0.6)%(35.7)%(1.2)%
Adjusted EBITDA$15,262 $24,099 (36.7)%$26,533 $41,218 (35.6)%$11,271 35.4 %
Adjusted EBITDA margin8.2 %13.4 %7.2 %11.6 %6.1 %
Total hours (thousands)
7,048 6,933 1.7 %14,013 13,757 1.9 %6,965 1.2 %
Revenue per hour$26.48 $26.01 1.8 %$26.42 $25.77 2.5 %$26.36 0.5 %
Service expense per hour$21.26 $19.97 6.5 %$21.36 $19.96 7.0 %$21.46 (0.9)%

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 endedSix months endedThree months ended
June 30, 2024June 30, 2023% ChangeJune 30, 2024June 30, 2023% ChangeMarch 31, 2024QoQ % Change
RPM Segment
Service revenue, net$19,025 $19,211 (1.0)%$39,127 $37,923 3.2%$20,102 (5.4)%
Service expense8,175 6,705 21.9 %16,538 13,195 25.3%8,363 (2.2)%
Gross profit$10,850 $12,506 (13.2)%$22,589 $24,728 (8.7)%$11,739 (7.6)%
Gross margin
57.0 %65.1 %57.7 %65.2 %58.4 %
G&A expense$6,008 $5,327 12.8 %$11,448 $11,096 3.2%$5,440 10.4 %
G&A expense adjustments
Restructuring and related costs1,189 — N/M1,199 — N/M10 N/M
Transaction and integration costs100 16 525.0 %100 48 108.3%— N/M
Adjusted G&A expense$4,719 $5,311 (11.1)%$10,149 $11,048 (8.1)%$5,430 (13.1)%
Adjusted G&A expense % of revenue24.8 %27.6 %25.9 %29.1 %27.0 %
Net loss
$(106,881)$(44,965)137.7 %$(107,189)$(44,536)140.7%$(308)N/M
Net loss margin
(561.8)%(234.1)%(274.0)%(117.4)%(1.5)%
Adjusted EBITDA$6,131 $7,195 (14.8)%$12,440 $13,680 (9.1)%$6,309 (2.8)%
Adjusted EBITDA margin32.2 %37.5 %31.8 %36.1 %31.4 %
Average monthly members (thousands)
246 240 2.5 %248 237 4.6%249 (1.2)%
Revenue per member per month$25.78 $26.68 (3.4)%$26.30 $26.67 (1.4)%$26.91 (4.2)%
Service expense per member per month$11.08 $9.31 19.0 %$11.11 $9.28 19.7%$11.20 (1.1)%

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 endedSix months endedThree months ended
June 30, 2024June 30, 2023% ChangeJune 30, 2024June 30, 2023% ChangeMarch 31, 2024QoQ % Change
Corporate and Other Segment
G&A expense$13,037 $25,011 (47.9)%$28,522 $42,417 (32.8)%$15,485 (15.8)%
G&A expense adjustments
Restructuring and related costs(91)8,055 (101.1)%1,638 15,401 (89.4)%1,729 (105.3)%
Transaction and integration costs29 665 (95.6)%74 1,229 (94.0)%45 (35.6)%
Settlement related costs— 7,209 (100.0)%— 7,209 (100.0)%— — %
Stock-based compensation1,969 947 107.9 %3,750 1,795 108.9 %1,781 10.6 %
Adjusted G&A expense $11,130 $8,135 36.8 %$23,060 $16,783 37.4 %$11,930 (6.7)%
Adjusted G&A expense % of consolidated revenue1.6 %1.2 %1.7 %1.2 %1.7 %

Three months endedSix months endedThree months ended
June 30, 2024June 30, 2023% ChangeJune 30, 2024June 30, 2023% ChangeMarch 31, 2024QoQ % Change
Consolidated Modivcare Inc.
G&A expense$76,065 $79,240 (4.0)%$153,242 $158,953 (3.6)%$77,177 (1.4)%
G&A expense adjustments
Restructuring and related costs7,981 10,110 (21.1)%13,086 24,555 (46.7)%5,105 56.3 %
Transaction and integration costs560 854 (34.4)%2,103 1,727 21.8 %1,543 (63.7)%
Settlement related costs805 7,209 (88.8)%805 7,484 (89.2)%— N/M
Stock-based compensation1,969 947 107.9 %3,750 1,795 108.9 %1,781 10.6 %
Adjusted G&A expense $64,750 $60,120 7.7 %$133,498 $123,392 8.2 %$68,748 (5.8)%
Adjusted G&A expense % of consolidated revenue9.3 %8.6 %9.7 %9.1 %10.0 %

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


--end--