The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included in Item 8. "Financial Statements and
Supplementary Data" of this report. This discussion and analysis contains
forward-looking statements that involve risks, uncertainties and other factors
that may cause actual results to differ materially from those projected in any
forward-looking statements, as discussed in "Disclosure Regarding
Forward-Looking Statements". These risks and uncertainties include but are not
limited to those set forth in Item 1A. "Risk Factors".

Overview of Our Business

Please refer to Item 1. “Business” of this Annual Report on Form 10-K for a
discussion of our services and corporate strategy.

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

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

ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and
its subsidiaries, which operates under the Matrix Medical Network brand and
which we refer to as "Matrix". Matrix maintains a national network of
community-based clinicians who deliver in-home and on-site services, and a fleet
of mobile health clinics that provide community-based care with advanced
diagnostic capabilities and enhanced care options. Matrix's clinical care
business ("Clinical Care") provides risk adjustment solutions that improve
health outcomes for individuals and financial performance for health plans.
Matrix's clinical solutions business ("Clinical Solutions") provides employee
health and wellness services focused on improving employee health with worksite
certification solutions that reinforce business resilience and safe
return-to-work outcomes. Its Clinical Solutions offerings also provide clinical
trial services which support the delivery of safe and effective decentralized
clinical trial operations to patients and eligible volunteers. Matrix also
provides lab services, including services related to COVID-19 such as screening,
testing, and vaccinations.

Business Outlook and Trends

Our performance is affected by a number of trends that drive the demand for our
services. In particular, the markets in which we operate are exposed to various
trends, such as healthcare industry and demographic dynamics. Over the long
term, we believe there are numerous factors that could affect growth within the
industries in which we operate, including:

•an aging population, which is expected to increase demand for healthcare
services and transportation and, accordingly, in-home personal care services;
•increasing prevalence of chronic illnesses that require active and ongoing
monitoring of health data which can be accomplished at a lower cost and result
in better health outcomes through remote patient monitoring services;
•a movement towards value-based care versus fee-for-service and cost plus care
and budget pressure on governments, both of which may increase the use of
private corporations to provide necessary and innovative services;
•increasing demand for in-home care provision, driven by cost pressures on
traditional reimbursement models and technological advances enabling remote
engagement, including remote monitoring and similar internet-based health
related services;
•technological advancements, which may be utilized by us to improve services and
lower costs, but may also be utilized by others, which may increase industry
competitiveness; and
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•MCO, Medicaid and Medicare plans increasingly are covering NEMT services for a
variety of reasons, including increased access to care, improved patient
compliance with treatment plans, social trends, and to promote SDoH, and this
trend may be accelerated or reinforced by The Consolidated Appropriations Act of
2021 ("H.R.133"), a component of which mandates that state Medicaid programs
ensure that Medicaid beneficiaries have necessary transportation to and from
health care providers.

Since March 2020 and primarily as a result of the COVID-19 pandemic, we have
observed a material reduction in trip volume in our NEMT segment as a result of
state imposed public health orders, many of which reduced medical services to
life-sustaining programs only (for example, dialysis and chemotherapy). This
reduction in trip volume has had a negative financial impact on our
transportation providers and may impact the availability of transportation
providers in the future given the heightened sanitation requirements imposed on
drivers and depressed volume.

Our Personal Care segment business has experienced and is expected to continue
to experience a material reduction in volume of service hours and visits. Volume
has been reduced as members put services on hold due to infection concerns,
and/or because they had the alternative of receiving care from family members
and other caregivers working remotely or furloughed from their jobs. Cases have
also been lost due to patient deaths, and new case referrals slowed as referral
sources faced disruption from the various restrictions and public health orders.
Our personal care service volumes are not expected to recover to pre-pandemic
levels until the vaccination status of members in the markets where we provide
services is at a higher rate where individuals feel comfortable receiving care
and any current or future COVID-19 variants do not jeopardize the safety of
vaccinated members. These depressed volumes will continue to result in lower
than expected revenue, at least in the near term, in the Personal Care segment.

Our RPM segment has not experienced a direct material impact to operations or
financial activity as a result of the COVID-19 pandemic. While this segment of
the business has proven resilient given the increase in demand for remote
healthcare services in a highly contagious infection environment, potential
risks could arise that could have a material impact on the financial results of
the segment. Specifically, given the strain on the healthcare professionals that
serve the healthcare community, we could experience shortages in qualified
medical professionals that support our remote care monitoring business.

Furthermore, the impact of the COVID-19 pandemic is continuously evolving, and
the continuation of the pandemic, any additional resurgence, or COVID-19
variants could continue to change trends in the market.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements and accompanying notes in
accordance with accounting principles generally accepted in the United States of
America. Preparation of the consolidated financial statements and accompanying
notes requires that we make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements as well as
revenue and expenses during the periods reported. We base our estimates on
historical experience, where applicable, and other assumptions that we believe
are reasonable under the circumstances. Actual results may differ from our
estimates under different assumptions or conditions.

There are certain critical estimates that require significant judgment in the
preparation of our consolidated financial statements. We consider an accounting
estimate to be critical if:

•it requires us to make an assumption because information was not available at
the time or it included matters that were highly uncertain at the time the
estimate is made; and

•changes in the estimate or different estimates that could have been selected
may have had a material impact on our financial condition or results of
operations.

Accrued Transportation Costs

Description. We generally pay our transportation providers for completed trips
based on documentation submitted after services have been provided. The
transportation service is initiated at the time a member submits a request for
transportation services from our providers. At this time, we calculate an
estimated transportation cost for each trip based on historical experience and
contractual terms. This portion of the accrued transportation cost is based on
requests for services we have received and the amount we expect to be billed by
our transportation providers. All completed trips (both unbilled and billed) for
which we have not yet issued payment reconcile to our total accrued
transportation cost, however the critical
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accounting estimate that requires significant judgment is the portion of the
accrual that is estimated at initiation of the member request.

Judgments and Uncertainties. The transportation cost accrual requires
significant judgment as it is calculated using contractual rates and mileage
estimates, as well as an estimated rate for unknown cancellations given that
members may have requested transportation without yet notifying the Company of
cancellation. Based upon historical trip experience and contractual terms, we
estimate the amount of transportation cost incurred for invoices which have not
yet been submitted. The estimates are routinely monitored and compared to actual
invoiced costs. Actual cost could be greater or less than the amounts estimated
due to facts and circumstances that differ from historical trends.

Sensitivity of Estimate to Change. The estimates for the transportation accrual
are developed using assumptions based on the best information available to the
Company at the time, but which are inherently uncertain and unpredictable and as
a result, actual results may differ significantly from estimates. In determining
our estimate each period, we use data around historical trip experience, current
contractual rates, and mileage estimates and use a third party consultant to
assist in development of the expected accrual. Our December 31, 2021 estimated
portion of the accrued transportation costs was $3.5 million greater than our
estimated portion in 2020 and $2.2 million less than our estimated portion in
2019. The decrease from 2019 to 2021 was a result of the overall decrease in
trip volume during the COVID 19 pandemic. The assumptions used in the estimate
inputs include estimated trip costs and estimated trip volume. If we were to
assume that our estimate of future transportation costs was changed to the upper
end or lower end of the range we developed in the course of formulating our
estimate, the estimate for future transportation costs as of December 31, 2021
would range from $19.6 million to $23.9 million.

Business Combinations

Description. We account for our business combinations using the acquisition
method of accounting which requires the Company to make significant estimates
and assumptions at the date of acquisition as we allocate the value of the
consideration assigned to the tangible assets and identifiable intangible assets
acquired and liabilities assumed. Any excess purchase price paid over the
estimated fair value of the net tangible and intangible assets acquired is
allocated to goodwill. Additionally, the economic lives assigned to the
identifiable intangible assets requires significant judgments from management.

Judgments and Uncertainties. When determining the fair value of the purchase
price to be allocated to the assets acquired and liabilities assumed, valuation
techniques such as the income, cost, or market approach are used and third-party
valuation experts are often consulted to assist in the calculation of fair
value. Measurement of the fair value of identifiable intangible assets is based
on available historical information and expectations and assumptions about
future performance. Critical assumptions that require estimates in valuing
certain intangible assets include, but are not limited to, estimates and
assumptions used in determining net future cash flows and the selection of
respective discount rates.

Sensitivity of Estimate to Change. Estimates of fair value are based upon
assumptions believed to be reasonable, but which are inherently uncertain and
unpredictable and as a result, actual results may differ significantly from
estimates.

On November 18, 2020, the Company acquired Simplura for $569.8 million. The
significant intangible assets identified include the payor network and the trade
name. The payor network was determined to have a fair value of $221.0 million
and was calculated using the multi-period excess earnings method which includes
assumptions on the customer attrition rate, revenue growth rates, and discount
rate. The trade name was determined to have a fair value of $43.0 million and
was calculated using the relief-from-royalty method which includes assumptions
on the revenue projections, royalty rates, and discount rates. Management used a
third-party valuation specialist to assist in the allocation of fair value and
believes the estimates applied are based upon reasonable assumptions, but
understands that estimates of significant assumptions could change resulting in
potential impairment losses in the future.

On September 14, 2021, the Company acquired Care Finders for $344.8 million. The
significant intangible asset identified was the payor network. The payor network
was determined to have a fair value of $97.2 million and was calculated using
the multi-period excess earnings method which includes assumptions on customer
attrition rate, revenue growth rates, and discount rate. Management used a
third-party valuation specialist to assist in the allocation of fair value and
believes the estimates applied are based upon reasonable assumptions, but
understands that estimates of significant assumptions could change resulting in
potential impairment losses in the future.

On September 22, 2021, the Company acquired VRI for $317.5 million. The
significant intangible asset identified was the payor network. The payor network
was determined to have a fair value of $72.2 million and was calculated using
the multi-period excess earnings method which includes assumptions on customer
attrition rate, revenue growth rates, and discount rate. Management used a
third-party valuation specialist to assist in the allocation of fair value and
believes the estimates applied are
                                       54
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based upon reasonable assumptions, but understands that estimates around
significant assumptions could change resulting in potential impairment losses in
the future.

Recoverability of Goodwill

Description. In accordance with ASC 350, Intangibles-Goodwill and Other, we
review goodwill for impairment annually, or more frequently if events and
circumstances indicate that an asset may be impaired. Such circumstances could
include, but are not limited to: (1) the loss or modification of significant
contracts, (2) a significant adverse change in legal factors or in business
climate, (3) unanticipated competition, (4) an adverse action or assessment by a
regulator, or (5) a significant decline in our stock price. We perform our
annual goodwill impairment test as of October 1. Goodwill is allocated across
the Company's reporting units: NEMT, Simplura, Care Finders, and VRI. We first
perform qualitative assessments for each reporting unit to determine whether it
is more likely than not that the fair value of a reporting unit is less than its
carrying amount. If the qualitative assessment suggests that it is more likely
than not that the fair value of a reporting unit is less than its carrying value
amount, we then perform a quantitative assessment and compare the fair value of
the reporting unit to its carrying value. If the carrying value is determined to
exceed the estimated fair value, the asset is considered impaired.

Judgments and Uncertainties. When performing a quantitative assessment to
estimate the fair value of the Company's goodwill, the Company applies the
discounted cash flow method which includes assumptions on the projected future
cash flows, earnings, discount rates, working capital adjustments, long-term
growth rates, and others.

Sensitivity of Estimate to Change. The use of different estimates or assumptions
in determining the fair value of our goodwill may result in a different value
recorded, which could result in an impairment charge that has the potential to
have a material impact to the consolidated statement of operations. As of the
date of our annual goodwill analysis, no goodwill impairment charges were
recorded.

Income Taxes

Description. We account for income taxes under the asset and liability method.
Under this method, we record income tax expense for the amount of taxes payable
or refundable in the current period and deferred tax assets and liabilities to
reflect our estimation of the future tax consequences of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and income tax reporting purposes. We determine the deferred tax asset
or liability for each temporary difference based on the enacted tax rates
expected to be in effect when we realize the underlying items of income and
expense. We record a valuation allowance to reduce our deferred tax assets when
we estimate that it is more likely than not that a portion of the deferred tax
assets will not be realized, and we record liabilities to address uncertain tax
positions we have taken in previously filed tax returns or that we expect to
take in our current tax returns.

Judgments and Uncertainties. Significant assumptions, judgments, and estimates
are made by management when determining the income tax provision (benefit) for
the current year, the amount of deferred tax assets and liabilities to be
recorded, and the necessary valuation allowance to be recorded against the
deferred tax asset. These judgements include interpretations of income tax
regulations, estimates of future taxable income, tax-planning strategies, and
the likelihood of recovery of deferred tax assets or that a tax position will be
sustained upon audit.

We consider many factors when assessing the likelihood of future realization of
our deferred tax assets, including our recent earnings experience by
jurisdiction, expectations of future taxable income, and the carryforward
periods available to us for tax reporting purposes. We may establish a valuation
allowance to reduce deferred tax assets to the amount we believe is more likely
than not to be realized. Due to inherent complexities arising from the nature of
our businesses, future changes in income tax law, tax sharing agreements or
variances between our actual and anticipated operating results, we make certain
judgments and estimates. Therefore, actual income taxes could materially vary
from these estimates.

We record liabilities to address uncertain tax positions we have taken in
previously filed tax returns or that we expect to take in our current tax
returns. The determination for required liabilities is based upon an analysis of
each individual tax position, taking into consideration whether it is more
likely than not that our tax position, based on technical merits, will be
sustained upon examination. For those positions for which we conclude it is more
likely than not the position will be sustained, we recognize the largest amount
of tax benefit that is greater than 50 percent likely of being realized upon
ultimate settlement with the taxing authority. The difference between the amount
recognized and the total tax position is recorded as a liability. While the
Company believes all of its tax positions are fully supportable, the ultimate
resolution of these tax positions may be greater or less than the liabilities
recorded.

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Sensitivity of Estimate to Change. If there are any changes in the underlying
estimates and assumptions to calculate the current period income tax provision
or deferred tax assets and liabilities, or if the settlement of tax issues from
a current period audit results in a tax position that is no longer supported,
the financial statements could be materially impacted. During the period ended
December 31, 2021, the Company had recorded $0.6 million of unrecognized tax
benefits, including interest and penalties, in other long-term liabilities.

Results of Operations

The following results of operations include the accounts of ModivCare and our
subsidiaries for the years ended December 31, 2021 and 2020. The results of Care
Finders Total Care and VRI Intermediate Holdings, LLC, have been included since
the November 14, 2021 and November 22, 2021 acquisition dates, respectively. For
our results of operations at December 31, 2019 see "Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Form 10-K for the fiscal year ended December 31, 2020, filed
with the SEC on February 26, 2021.

Revenues

Service revenue, net. Service revenue for our NEMT segment includes contracts
predominately with state Medicaid agencies and MCOs for the coordination of
their members' non-emergency transportation needs. Most contracts are capitated,
which means we are paid on a per-member, per-month basis for each eligible
member. For most contracts, we arrange for transportation of members through our
network of independent transportation providers, whereby we negotiate rates and
remit payment to the transportation providers. However, for certain contracts,
we assume no risk for the transportation network, credentialing and/or payments
to these providers. For these contracts, we only provide administrative
management services to support the customers' efforts to serve their clients.

Certain other contracts are structured as fee-for-service ("FFS") in which we
bill and collect a specified amount for each service that we provide.
FFS revenue is recognized in the period in which the services are rendered and
is reduced by the estimated impact of contractual allowances and policy
discounts in the case of third-party payors.

Service revenue for our Personal Care segment includes hours incurred by our
in-home caregivers that are billed to our customers. Our customers consist of
third-party payors including, but not limited to, MCOs, hospitals, Medicaid
agencies and programs and other home health care providers who subcontract the
services of our caregivers.

Service revenue for our RPM segment includes the sale of monitoring equipment to
our third party distributors as well as hours incurred by our Clinical Team for
providing monitoring services that are billed to our customers. Our customers
consist of national and regional health plans, government-funded benefit
programs, healthcare provider organizations, and individuals.

Grant Income

Grant income. For the year ended December 31, 2021, the Company received
distributions of the CARES Act Provider Relief Fund targeted to offset lost
revenue and expenditures incurred in connection with the COVID-19 pandemic.

Operating Expenses

Service expense. Service Expense for our NEMT segment includes purchased
transportation, operational payroll and other operational related costs.
Purchased transportation includes the amounts we pay to third-party service
providers and is typically dependent upon service volume. Operational payroll
predominately includes our contact center operations, customer advocacy and
transportation network team. Other operating expenses primarily include
operational overhead costs, and operating facilities and related charges.
Service expense for our Personal Care segment includes payroll and other
operational related costs for our caregivers to provide in-home care. Service
expense for our RPM segment primarily consists of salaries of employees in our
contact centers, connectivity costs and occupancy costs.

General and administrative expense. General and administrative expense for all
segments consists principally of salaries for administrative employees that
indirectly support the operations, occupancy costs, marketing expenditures,
insurance, and professional fees.

Depreciation and amortization expense. Depreciation within this caption includes
infrastructure items such as computer hardware and software, office equipment,
monitoring and vitals equipment, buildings, and leasehold improvements.
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Amortization expense is generated primarily from amortization of our intangible
assets, including payor networks, trade names, developed technology, a
non-compete agreement, an assembled workforce, and a New York LHCSA permit.

Other Expenses (Income)

Interest expense, net. Interest expense consists principally of interest
payments on the Company's borrowings outstanding at December 31, 2021 under the
Credit Facility and Senior Unsecured Notes, and amortization of deferred
financing fees. Refer to the "Liquidity and Capital Resources" section below for
further discussion of these borrowings.

Equity in net income (loss) of investee. Equity in earnings of equity method
investee consists of our proportionate share of equity earnings or losses from
our Matrix equity investment.

Income tax expense (benefit). The Company is subject to federal taxation in the
United States and state taxation in the various jurisdictions in which we
operate.

Results of Operations

Discontinued operations. During the periods presented, we completed the
following disposition transactions, which resulted in the presentation of the
related operations as Discontinued Operations.

•On November 1, 2015, we completed the sale of our former Human Services segment
and since the completion of the sale, we have recorded additional expenses
related to legal proceedings for an indemnified legal matter.

•On December 21, 2018, we completed the sale of substantially all of the
operating subsidiaries of our former WD Services segment to APM and APM UK
Holdings Limited, an affiliate of APM, except for the segment's employment
services operations in Saudi Arabia. Our contractual counterparties in Saudi
Arabia, including an entity owned by the Saudi Arabian government, assumed these
operations beginning January 1, 2019. Wind down activities of our Saudi Arabian
entity are included in our discontinued operations. Additionally, on June 11,
2018, we entered into a Share Purchase Agreement to sell Ingeus France for a de
minimis amount. The sale was effective on July 17, 2018.

See Note 22, Discontinued Operations, in our accompanying consolidated financial
statements for further information.

Segment reporting. Our segments reflect the manner in which our operations are
organized and reviewed by management.

We operate in four reportable business segments: NEMT, Personal Care, RPM and
the Matrix Investment. Prior to November 17, 2020, our primary operating segment
was NEMT, which provides non-emergency medical transportation services. Our
Personal Care segment is composed of the operations from two acquisitions:
Simplura on November 18, 2020, which operates in the non-medical personal care
service industry; and Care Finders on September 14, 2021, a personal care
service provider with operations concentrated in the Northeast, with a scaled
presence in New Jersey, Pennsylvania, and Connecticut. On September 22, 2021, we
acquired VRI, resulting in the establishment of our RPM segment. VRI is a
provider of remote patient monitoring solutions. Our investment in Matrix is
also a reportable segment referred to as the "Matrix Investment". Segment
results are based on how our chief operating decision maker manages our
business, makes operating decisions and evaluates operating performance. The
operating results of our NEMT, Personal Care and RPM segments include revenue
and expenses incurred by the segment, and the operating results of our NEMT
segment also include our activities related to executive, accounting, finance,
internal audit, tax, legal and certain strategic and corporate development
functions for each segment. See Note 4, Segments, in our accompanying
consolidated financial statements for further information on our segments.
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Year ended December 31, 2021 compared to year ended December 31, 2020

The following table sets forth results of operations and the percentage of
consolidated total revenues represented by items in our consolidated statements
of operations for 2021 and 2020 (in thousands):

                                                                                 Year ended December 31,
                                                                    2021                                          2020
                                                                            Percentage                                    Percentage
                                                      Amount                of Revenue               Amount               of Revenue
Service revenue, net                              $  1,996,892                99.7%              $ 1,368,675                100.0%
Grant income                                             5,441                 0.3%                        -                  -%

Operating expenses:
Service expense                                      1,584,298                79.1%                1,078,795                78.8%
General and administrative expense                     271,266                13.5%                  140,539                10.3%
Depreciation and amortization                           56,998                 2.9%                   26,183                 1.9%
Total operating expenses                             1,912,562                95.5%                1,245,517                91.0%

Operating income                                        89,771                 4.5%                  123,158                 9.0%

Non-operating expense:
Interest expense, net                                   49,081                 2.5%                   17,599                 1.3%

Income from continuing operations before income
taxes and equity method investment                      40,690                 2.0%                  105,559                 7.7%
Provision for income taxes                               8,729                 0.4%                   22,356                 1.6%
Equity in net (income) loss of investee, net of
tax                                                     38,250                 1.9%                   (6,411)               (0.5)%
Income (loss) from continuing operations                (6,289)               (0.3)%                  89,614                 6.5%
Loss from discontinued operations, net of tax             (296)                 -%                      (778)               (0.1)%

Net income (loss)                                 $     (6,585)               (0.3)%             $    88,836                 6.5%



Service revenue, net. Consolidated service revenue, net, for 2021 increased
$628.2 million, or 45.9%, compared to 2020. Service revenue, net, for our NEMT
segment increased by $169.0 million, primarily due to higher trip volume when
compared to 2020, as trip volume was depressed in the prior year due to the
impact of COVID-19. Service revenue, net, further increased incrementally by
$441.6 million for our Personal Care segment due to the inclusion of the entire
year of operating results of Simplura as compared to the small portion of
operating results recognized in 2020 due to the acquisition in November 2020, as
well as the inclusion of the operating results of Care Finders acquired in
September 2021. The acquisition of VRI contributed $17.6 million to the service
revenue, net. See our results of operations, segments, for further discussion.

Grant income. Grant income for 2021 of $5.4 million is related to the receipt of
payments from the COVID-19 Provider Relief Fund which was received for our
Personal Care segment and is available to eligible providers who diagnose, test,
or care for individuals with possible or actual cases of COVID-19, and have
health care related expenses and lost revenues attributable to COVID-19.

Service expense. Service expense components are shown below (in thousands):

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                                                     Year Ended December 31,
                                           2021                                   2020
                                                Percentage of                         Percentage of
                                Amount             Expense            Amount             Expense
Purchased services          $    991,502            62.6%          $   845,697            78.4%
Payroll and related costs        545,074            34.4%              188,107            17.4%
Other operating expenses          47,722            3.0%                44,991            4.2%
Total service expense       $  1,584,298           100.0%          $ 1,078,795           100.0%



Service expense for 2021 increased $505.5 million, or 46.9%, compared to 2020
due to higher purchased services of $145.8 million related to an increase in
transportation costs and associated payroll costs in our contact centers for our
NEMT segment to support higher trip volumes in 2021. Payroll and related costs
increased further by $357.0 million, primarily related to incremental costs of
$344.9 million in the Personal Care segment due to the acquisitions of Simplura
and Care Finders.

General and administrative expense. General and administrative expense for 2021
increased $130.7 million, or 93.0%, compared to 2020, related to an increase of
$62.1 million in our NEMT segment, primarily related to transaction costs for
the acquisitions of Care Finders and VRI, as well as value enhancement projects.
The increase was further attributable to $62.8 million of incremental costs
related to the addition of the Personal Care segment. See our results of
operations, segments, for further discussion.

Depreciation and amortization. Depreciation and amortization for 2021 increased
$30.8 million, or 117.7%, compared to 2020 primarily as a result of intangible
assets brought on under the WellRyde acquisition in the second quarter of 2021
and under the Care Finders and VRI acquisitions in the third quarter of 2021.
Additionally, this figure includes depreciation and amortization for Simplura
for the entire year as compared to the prior year when Simplura was acquired in
the fourth quarter of 2020. See Note 3, Acquisitions.

Interest expense, net. Consolidated interest expense for 2021 increased $31.5
million, or 178.9%, compared to 2020. Interest expense increased as a result of
the activity related to the $500.0 million Senior Notes due 2025 and the
$500.0 million Senior Notes due 2029, that were issued on November 4, 2020 and
August 24, 2021, respectively. We incurred $31.7 million and $9.1 million of
interest expense related to the Senior Notes due 2025 and the Senior Notes due
2029 during the year ended December 31, 2021, respectively.

Equity in net income (loss) of investee, net of tax. Our equity in net income
(loss) of investee for 2021 and 2020 represents our proportional share of the
results of Matrix, of which we own 43.6%. See further discussion at the Matrix
segment in our results of operations - segments section.

Provision for income taxes. Our effective tax rates from continuing operations
for 2021 and 2020 were a provision of 21.5% and 21.2%, respectively. The 2021
effective tax rate was slightly higher than the U.S. federal statutory rate of
21.0% primarily due to state income taxes and certain non-deductible expenses,
offset by tax credits and stock-based compensation windfalls. For 2020, the
effective tax rate was slightly higher than the U.S. federal statutory rate of
21.0% primarily due to state income taxes and certain non-deductible expenses
offset by the favorable impact of the CARES Act on the Company's 2018 U.S. net
operating losses (NOLs).

Loss from discontinued operations, net of tax. Loss from discontinued operations
includes the activity related to our former WD Services segment. See Note 22,
Discontinued Operations, to our accompanying consolidated financial statements
for additional information.

Year Ended December 31, 2020 compared to year ended December 31, 2019

For a comparison of our results of operations see "Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of our
Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on
February 26, 2021.


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Results of Operations – Segments

The following tables set forth certain financial information from continuing
operations attributable to the Company’s business segments (in thousands):

NEMT Segment
                                                                                December 31,
                                                      2021                                                        2020
                                     Amount              % of Segment Revenue                    Amount              % of Segment Revenue
Service revenue, net             $ 1,483,696                    100.0%                       $ 1,314,705                    100.0%

Service expense                    1,186,185                    79.9%                          1,036,288                    78.8%
General and administrative
expense                              195,332                    13.2%                            133,212                    10.1%
Depreciation and amortization         29,058                     2.0%                             24,516                     1.9%
Operating income                 $    73,121                     4.9%                        $   120,689                     9.2%



The non-emergency medical transportation ("NEMT") segment, which operates under
the brands ModivCare Solutions and Circulation, is the largest manager of NEMT
programs for state governments and managed care organizations ("MCOs") in the
U.S; and includes the Company's activities for executive, accounting, finance,
internal audit, tax, legal and certain strategic and development functions.

Service revenue, net. Service revenue, net, increased by $169.0 million and
12.9%, from 2020 to 2021. This increase is primarily attributable to
$59.0 million of revenue related to higher membership and increased trip volume
in addition to $110.0 million of revenue related to contracts from the NMT
acquisition that took place in the second quarter of 2020. Trip volume increased
for the year ended December 31, 2021 when compared to 2020, as trip volume was
depressed in the prior year due to the impact of COVID-19. While a majority of
our contacts are capitated and we receive monthly payments on a per member/fixed
basis in return for full or partial risk of transportation volumes, we have
certain contracts that limit profit to within a certain corridor and once we
reach the maximum profit level we discontinue recognizing revenue and instead
build a liability to return back to the customer upon reconciliation at a later
date. Other contracts that are structured as fee-for-service also experienced
positive impacts to revenue due to higher trip volumes.

Service expense. Service expense for our NEMT segment primarily consists of
transportation costs paid to third party service providers, salaries of
employees within our contact centers and operations centers, and occupancy
costs. Service expense increased by $149.9 million and 14.5% for the year ended
December 31, 2021, as compared to the year ended December 31, 2020, primarily
related to higher purchased services of $145.8 million related to an increase in
transportation costs and associated payroll costs in our contact centers due to
higher trip volume in the current year.

General and administrative expense. General and administrative expense primarily
consists of salaries for administrative employees that indirectly support the
operations, occupancy costs, marketing expenditures, insurance, and professional
fees. General and administrative expense increased by $62.1 million and 46.6%
for the year ended December 31, 2021, as compared to the year ended December 31,
2020, primarily as a result of $26.3 million related to personnel expense, $21.4
million related to the acquisitions of WellRyde, Care Finders and VRI, $7.6
million in legal expense, and $2.5 million related to occupancy expense.

Depreciation and amortization expense. Depreciation and amortization expense
increased by $4.5 million and 18.5% for the year ended December 31, 2021, as
compared to the year ended December 31, 2020, as a result of a full year of
amortization on the NMT intangibles in 2021, as compared to only five months of
amortization in 2020, and the addition of acquired intangibles during 2021
related to the acquisition of WellRyde.


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Personal Care Segment
                                                                                 December 31,
                                                       2021                                                  2020
                                      Amount              % of Segment Revenue              Amount              % of Segment Revenue
Service revenue, net              $   495,579                    98.9%                  $    53,970                    100.0%
Grant income                            5,441                     1.1%                            -                      -%

Service expense                       392,508                    78.3%                       42,507                    78.8%
General and administrative
expense                                70,163                    14.0%                        7,327                    13.6%
Depreciation and amortization          23,759                     4.7%                        1,667                     3.1%
Operating income                  $    14,590                     2.9%                  $     2,469                     4.6%



Our Personal Care segment was established in November 2020 with the acquisition
of Simplura and expanded in September 2021 with the acquisition of Care Finders.
Our personal care segment's services include placements of non-medical personal
care assistants and home health aides and nurses primarily to Medicaid patient
populations in need of care monitoring and assistance performing daily living
activities in the home setting, including senior citizens and disabled adults.
The year over year fluctuations are not comparable, as there was only two months
of activity in 2020 and a full year in 2021.

Service revenue, net. Personal care service contracts are generally structured
as fee-for-service contracts, with revenue being driven by hours worked by the
personal care providers. Service revenue, net, from MCO contracts accounted for
60.3% of service revenue, net, for the year ended December 31, 2021, while U.S.
State Medicaid program contracts accounted for 33.0% of service revenue, net for
the year ended December 31, 2021. The remainder of the Personal Care segment
revenue is derived from private pay and other contracts.

Grant Income. In the year ended December 31, 2021, the Company received
distributions of the CARES Act Provider Relief Fund of approximately
$5.4 million targeted to offset lost revenue and unreimbursed expenditures
incurred in connection with the COVID-19 pandemic.

Service expense. Service expense for our personal care segment primarily
consists of salaries for the employees providing the personal care services and
it typically trends with the number of hours worked. For the year ended December
31, 2021, service expense for the Personal Care segment includes $43.2 million
related to the Care Finders acquisition, with the remainder related to Simplura.

General and administrative expense. General and administrative expense primarily
consists of salaries for administrative employees that indirectly support the
operations, occupancy costs, marketing expenditures, insurance, and professional
fees. General and administrative expense for the Personal Care segment includes
$12.8 million related to the Care Finders acquisition, with the remainder being
related to Simplura.

Depreciation and amortization expense. Depreciation and amortization expense
consists primarily of amortization expense on the intangible assets brought on
under the Simplura acquisition of $19.6 million for the year ended December 31,
2021 as compared to only a portion of the year in 2020.

RPM Segment

                                                           December 31,
                                                               2021
                                                Amount          % of Segment Revenue
     Service revenue, net                   $      17,617              100.0%

     Service expense                                5,605               31.8%
     General and administrative expense             5,771               

32.8%

     Depreciation and amortization                  4,181               23.7%
     Operating income                       $       2,060               11.7%



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Our Remote Patient Monitoring segment was established in September 2021 with the
acquisition of VRI. VRI is a provider of remote patient monitoring solutions and
manages a comprehensive suite of services, including personal emergency response
systems, vitals monitoring and data-driven patient engagement solutions.

Service revenue, net. RPM contracts are generally structured as a fee per
enrolled member per month, and therefore revenue is generally driven by number
of enrolled members. Service revenue, net, from MCO contracts accounted for
53.7% of service revenue, net, for the year ended December 31, 2021, while U.S.
State Medicaid program contracts accounted for 28.4% of service revenue, net for
the year ended December 31, 2021. The remainder of the RPM segment revenue is
derived from private pay and other contracts.

Service expense. Service expense for our RPM segment primarily consists of
salaries for the employees providing the remote monitoring services and it
typically trends with the number of hours worked.

General and administrative expense. General and administrative expense primarily
consists of salaries for administrative employees that indirectly support the
operations, occupancy costs, marketing expenditures, insurance, and professional
fees.

Depreciation and amortization expense. Depreciation and amortization expense
consists primarily of amortization expense on the intangible assets brought on
during the acquisition as well as depreciation on the fixed assets acquired.

Matrix Segment
                                                                  December 31,
                                                              2021           2020

Equity in net income (loss) of investee, net of tax $ (38,250) $

  6,411
     Equity investment                                     $  83,069      $ 137,466



The company holds a 43.6% minority interest in CCHN Group Holdings, Inc., and
its subsidiaries, which operates under the Matrix Medical Network brand, which
we refer to as "Matrix". Matrix maintains a national network of community-based
clinicians who deliver in-home and on-site services, and a fleet of mobile
health clinics that provide community-based care with advanced diagnostic
capabilities and enhanced care options.

Equity in net income (loss) of investee changed from income of $6.4 million for
the year ended 2020 to a loss of $38.3 million for the year ended 2021. Revenue
over this period decreased by $16.4 million, operating expenses increased by
$21.7 million and a $111.4 million impairment was taken in 2021. The decrease in
revenue is due to the decline in COVID-19 testing and screening in the Clinical
Solutions business, which is offset by an increase in year over year volume by
122 thousand visits in the Clinical Care business. Operating expenses increased
due to an increase in visits, investments in Clinical Solutions, Lab, and
Clinical Trials, and consulting fees to move the IT platform to the cloud,
re-engineer Clinical Care, and stand up Clinical Solutions infrastructure.

Matrix reported that its net loss for 2021 was negatively impacted by its
Clinical Solutions business, which had a decrease in revenue due to a faster
than expected vaccination rollout and winding down of COVID testing, which was
offset by the launch of its clinical trials business in the third quarter of
2020. Additionally, Matrix reported increased revenue and income related to a
clinical solutions product offering following the October 2020 acquisition of
Biocerna LLC, a diagnostic company that, among other tests, provides rapid
COVID-19 test kits.

Seasonality

Our NEMT segment’s operating income and cash flows normally fluctuate as a
result of seasonal variations in our business, principally due to lower
transportation demand during the winter season and higher demand during the
summer season.

Our Personal Care segment's operating income and cash flows also normally
fluctuate as a result of seasonal variations in the business, principally due to
somewhat lower demand for in-home services from caregivers during the summer and
periods with major holidays, as patients may spend more time with family and
less time alone needing outside care during those periods.

Our RPM segment’s operating income and cash flows do not normally fluctuate as a
result of seasonal variations in the business.

Liquidity and Capital Resources

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Short-term capital requirements consist primarily of recurring operating
expenses, new revenue contract start-up costs and costs associated with our
strategic initiatives. We expect to meet our cash requirements through available
cash on hand, cash generated from operations, net of capital expenditures, and
borrowing capacity under our senior secured credit facilities entered into from
time to time.

Cash flow from operating activities was $186.8 million in 2021. Our balance of
cash, cash equivalents and restricted cash was $133.4 million and $183.4 million
at December 31, 2021 and 2020, respectively. We had restricted cash of $0.3
million and $0.1 million at December 31, 2021 and 2020, respectively. Restricted
cash amounts are not included in our balance of cash and cash equivalents in the
condensed consolidated balance sheets, although they are included in the cash,
cash equivalents and restricted cash balance on the accompanying consolidated
statements of cash flows.

We may, from time to time, access capital markets to raise equity or debt
financing for various business reasons, including acquisitions and possible
refinancing activity. We may also raise debt financing to fund future
repurchases of our common stock and possible debt refinancing activity. The
timing, term, size, and pricing of any such financing will depend on investor
interest and market conditions, and there can be no assurance that we will be
able to obtain any such financing on terms acceptable to us at the time or at
all.

2021 cash flows compared to 2020

Operating activities. Cash provided by operating activities was $186.8 million
for 2021 compared to $348.4 million in 2020. The decrease of $161.6 million was
primarily a result of a $95.4 million decrease in net income, primarily
attributable to the loss in our Matrix investment of $38.3 million net of tax,
along with a $56.8 million decrease in cash used for accounts payable and
accrued expenses, and a $67.3 million decrease in cash related to accounts
receivable, partially offset by an increase in cash of $31.0 million related to
higher accrued transportation costs and an increase in cash of $27.6 million
related to higher amortization expense.

Investing activities. Net cash used in investing activities was $685.6 million
in 2021 compared to $635.0 million in 2020. The change in cash used in investing
was driven by increased cash used for acquisitions of $41.4 million, primarily
attributable to net cash outflows of $12.5 million related to the asset purchase
of WellRyde in May 2021, $333.4 million related to the acquisition of Care
Finders in September 2021, and $314.6 million related to the acquisition of VRI
in September 2021, which were in excess of cash outflows for our acquisitions of
Simplura and NMT that occurred in 2020.

Financing activities. Net cash provided by financing activities was
$448.9 million in 2021 compared to net cash provided by financing activities of
$408.3 million in 2020. The increase of $40.6 million in 2021 was primarily
attributable to an increase of $88.8 million of cash that was not used for
redemptions of preferred stock, partially offset by a decrease of $29.8 million
of cash used in the repurchase of company common stock in 2021.

We also had increased borrowings on our Credit Facility throughout 2021 that
allowed us the temporary liquidity needed during the year to execute our
acquisitions and stock buyback program. As of December 31, 2021 we had no
borrowings on our Credit Facility or our New Credit Facility.

2020 cash flows compared to 2019

For a comparison of our cash flows for the 2020 period to the 2019 period, see
"Part II, Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations" of our Form 10-K for the fiscal year ended December
31, 2020, filed with the SEC on February 26, 2021.

Obligations and commitments

Senior Unsecured Notes. On November 4, 2020, the Company issued $500.0 million
in aggregate principal amount of 5.875% senior unsecured notes due on November
15, 2025 (the "Senior Notes due 2025"). Subsequently, on August 24, 2021, the
Company issued an additional $500.0 million in aggregate principal amount of
5.000% senior unsecured notes due on October 1, 2029 (the "Senior Notes due
2029"and, together with the Senior Notes due 2025, the "Notes"). The Senior
Notes due 2025 and the Senior Notes due 2029 were issued pursuant to two
indentures, dated November 4, 2020 and August 24, 2021, respectively, between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The
proceeds from the Senior Notes due 2025 were used to fund a portion of the
Company's acquisition of Simplura and the proceeds from the Senior Notes due
2029 were used to fund a portion of the Company's acquisition of VRI.

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

The Company will pay interest on the Notes at their applicable annual rates
until maturity. Interest on the Senior Notes due 2025 is payable semi-annually
in arrears on May 15 and November 15 of each year. Interest on the Senior Notes
due 2029 is payable semi-annually in arrears on April 1 and October 1 of each
year, with the first interest payment date being April 1, 2022. Principal
payments are not required until the maturity date on November 15, 2025 and
October 1, 2029 when 100% of the outstanding principal will be required to be
repaid on the Senior Notes due 2025 and the Senior Notes due 2029, respectively.

Credit Facility. At December 31, 2021, the Company was a party to the amended
and restated credit and guaranty agreement, dated as of August 2, 2013 (as
amended, the "Credit Agreement"), with Bank of America, N.A., as administrative
agent, swing line lender and letter of credit issuer, and the other lenders
party thereto. Among the other amendments to the Credit Agreement since its
execution in 2013, on May 6, 2020, the Company amended the Credit Agreement to,
among other things, extend the then stated maturity date to August 1, 2021,
expand the amount available under the related revolving credit facility (the
"Credit Facility") from $200.0 million to $225.0 million, and increased the
sub-facility for letters of credit from $25.0 million to $40.0 million.

Subsequently, on October 16, 2020, the Company further amended the Credit
Agreement to, among other things, permit the incurrence of additional debt to
finance the acquisition of Simplura, permit borrowing under the Credit Facility
to partially fund the Simplura Acquisition with limited conditions to such
borrowing, increase the top interest rate margin that may have applied to loans
thereunder, revise the permitted ratio of EBITDA to indebtedness, and extend the
maturity date to August 2, 2023. See Note 3, Acquisitions, for further
information on the Simplura acquisition. Thereafter, on September 13, 2021, the
Company again amended the Credit Agreement to, among other things, permit the
incurrence of additional debt to finance the acquisition of VRI and revise
certain financial covenants to permit the consummation of the VRI acquisition.
See Note 3, Acquisitions, for further information on the VRI acquisition.

Following the amendment associated with the VRI acquisition, interest on the
outstanding principal amount of loans under the Credit Facility accrued, at the
Company's election, at a per annum rate equal to the greater of either LIBOR or
1.00%, plus an applicable margin, or the Base Rate as defined in the Credit
Agreement plus an applicable margin. The applicable margin ranged from 2.25% to
3.50% in the case of LIBOR loans and 1.25% to 2.50% in the case of the Base Rate
loans, in each case, based on the Company's consolidated leverage ratio as
defined in the Credit Agreement that governed the Credit Facility. The
commitment fee and letter of credit fee ranged from 0.35% to 0.50% and 2.25% to
3.50%, respectively, in each case based on the Company's consolidated leverage
ratio as defined in the Credit Agreement that governed the Credit Facility.

As of December 31, 2021, the Company had no borrowings outstanding under the
Credit Facility and it was in compliance with all covenants under the Credit
Agreement as of December 31, 2021.

New Credit Facility. On February 3, 2022, the Company entered into a new credit
agreement (the "New Credit Agreement") with JPMorgan Chase Bank, N.A., as
administrative agent, swing line lender and an issuing bank, Wells Fargo Bank,
National Association, as an issuing bank, Truist Bank and Wells Fargo Bank,
National Association, as co-syndication agents, Deutsche Bank AG New York
Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One,
National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A.,
Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners
and joint lead arrangers, and the other lenders party thereto. The New Credit
Agreement provides the Company with a senior secured revolving credit facility
(the "New Credit Facility") in an aggregate principal amount of $325.0 million.
There is an option to increase the amount of the New Credit Facility or obtain
incremental term loans by an aggregate amount of up to $175.0 million, plus an
unlimited amount so long as the pro forma secured net leverage ratio does not
exceed 3.50:1.00, as described below. The New Credit Facility includes sublimits
for swingline loans, letters of credit and alternative currency loans in amounts
of up to $25.0 million, $60.0 million and $75.0 million, respectively. The
Company did not draw any amount of the New Credit Facility at closing of the New
Credit Agreement. At closing of the New Credit Agreement, the Company had $22.8
million of outstanding letters of credit under the New Credit Facility. The
proceeds of the New Credit Facility may be used (i) to finance working capital
needs of the Company and its subsidiaries and (ii) for general corporate
purposes of the Company and its subsidiaries (including to finance capital
expenditures, permitted acquisitions and investments). The New Credit Facility
replaces the Credit Facility under the Credit Agreement, which was terminated
concurrently with the Company's entry into the New Credit Agreement.

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Under the New Credit Facility the Company has an option to request an increase
in the amount of the New Credit Facility or obtain incremental term loans from
time to time (on substantially the same terms as apply to the existing
facilities) by an aggregate amount of up to $175.0 million, plus an unlimited
amount so long as the pro forma secured net leverage ratio does not exceed
3.50:1.00, with either additional commitments from lenders under the New Credit
Agreement at such time or new commitments from financial institutions approved
by the Company and the administrative agent (which approval is not to be
unreasonably withheld), so long as, at the time of any such increase, no default
or event of default exists, the representations and warranties of the Company
set forth in the New Credit Agreement are true and correct in all material
respects and the Company is in pro forma compliance with the financial covenants
in the New Credit Agreement. The Company may not be able to access additional
funds under this increase option as no lender is obligated to participate in any
such increase under the New Credit Facility.

The New Credit Facility matures on February 3, 2027. The Company may prepay the
New Credit Facility in whole or in part, at any time without premium or penalty,
subject to reimbursement of the lenders' breakage and redeployment costs in
connection with prepayments of Term Benchmark loans or RFR loans, each as
defined in the New Credit Agreement. The unutilized portion of the commitments
under the New Credit Facility may be irrevocably reduced or terminated by the
Company at any time without penalty.

Interest on the outstanding principal amount of the loans accrues at a per annum
rate equal to the Alternate Base Rate, the Adjusted Term SOFR Rate, the Adjusted
Daily Simple SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted Daily Simple
SONIA Rate, as applicable and each as defined in the New Credit Agreement, in
each case, plus an applicable margin. The applicable margin ranges from 1.75% to
3.50% in the case of Term Benchmark loans or RFR loans, each as defined in the
Credit Agreement, and 0.75% to 2.50% in the case of the Alternate Base Rate
loans, in each case, based on the Company's total net leverage ratio as defined
in the New Credit Agreement. Interest on the loans is payable quarterly in
arrears in the case of Alternate Base Rate loans, on the last day of the
relevant interest period in the case of Term Benchmark loan, and monthly in
arrears in the case of RFR loans. In addition, the Company is obligated to pay a
quarterly commitment fee based on a percentage of the unused portion of the
revolving credit facility and quarterly letter of credit fees based on a
percentage of the maximum amount available to be drawn under each outstanding
letter of credit. The commitment fee and letter of credit fee ranges from 0.30%
to 0.50% and 1.75% to 3.50%, respectively, in each case, based on the Company's
total net leverage ratio.

The New Credit Agreement contains customary representations and warranties,
affirmative and negative covenants and events of default. The negative covenants
include restrictions on the Company's ability to, among other things, incur
additional indebtedness, create liens, make investments, give guarantees, pay
dividends, sell assets and merge and consolidate. The Company is subject to
financial covenants, including total net leverage and interest coverage
covenants.

The Company's obligations under the New Credit Facility are guaranteed by all of
the Company's present and future material domestic subsidiaries, excluding
certain material domestic subsidiaries that are excluded from being guarantors
pursuant to the terms of the New Credit Agreement. The Company's obligations
under, and each guarantor's obligations under its guaranty of, the New Credit
Facility are secured by a first priority lien on substantially all of the
Company's or such guarantor's respective assets. If an event of default occurs,
the required lenders may cause the administrative agent to declare all unpaid
principal and any accrued and unpaid interest and all fees and expenses under
the New Credit Facility to be immediately due and payable. All amounts
outstanding under the New Credit Facility will automatically become due and
payable upon the commencement of any bankruptcy, insolvency or similar
proceedings. The New Credit Agreement also contains a cross default to any of
the Company's indebtedness having a principal amount in excess of $40 million.

Preferred Stock. On June 8, 2020, the Company entered into a Preferred Stock
Conversion Agreement (the "Conversion Agreement") with the Coliseum
Stockholders. Pursuant to the Conversion Agreement, the Company purchased
369,120 shares of Series A Convertible Preferred Stock, par value $0.001 per
share, in exchange for $209.88 in cash per share of Series A Preferred Stock,
plus a cash amount equal to accrued but unpaid dividends on such shares of
Series A Preferred Stock through the day prior to June 11, 2020. Further, the
Coliseum Stockholders converted 369,120 shares of Series A Preferred Stock into
925,567 shares of common stock, a cash payment equal to accrued but unpaid
dividends on such shares of Series A Preferred Stock through June 11, 2020, and
a cash payment of $8.82 per share of Series A Preferred Stock. The amount of
accrued dividends paid pursuant to the Conversion Agreement was equal to $0.8
million.

Further, on September 3, 2020, the Company elected to effect the conversion (the
"Conversion") of all of the outstanding Series A Convertible Preferred Stock. In
accordance with the Conversion Agreement, as amended, immediately prior to the
Conversion, the Company repurchased 27,509 shares of Series A Preferred Stock
from the Coliseum Shareholders for a cash amount equal to $209.88 per share of
Series A Preferred Stock and a cash amount equal to accrued but unpaid dividends
on such shares through the day prior to the Conversion.
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Cash dividends on the Series A Convertible Preferred Stock were payable
quarterly in arrears to the Preferred Shareholders on January 1, April 1, July 1
and October 1 of each year, and, if declared, began to accrue on the first day
of the applicable dividend period. The Company had the option to pay dividends
in kind, but never exercised such option while the shares of Series A
Convertible Preferred Stock were outstanding. Convertible preferred stock
dividends earned by the Coliseum Stockholders during the year ended December 31,
2020 were $2.0 million, including accrued dividends paid pursuant to the
Conversion Agreement. For the year ended December 31, 2021, no convertible
preferred stock dividends were issued.

Insurance Programs

With respect to the Company's historical wholly-owned captive insurance company
subsidiary, Social Services Providers Captive Insurance Company, or SPCIC, the
operations with respect to which have been discontinued since 2017, the Company
utilizes a report prepared by an independent actuary to estimate the gross
expected losses related to historical automobile, general and professional and
workers' compensation liability reinsurance policies, including the estimated
losses in excess of SPCIC's insurance limits, which would be reimbursed to SPCIC
to the extent such losses were incurred. As of December 31, 2021 and 2020, the
Company had reserves of $8.3 million and $6.3 million, respectively, for the
automobile, general and professional liability and workers' compensation
reinsurance policies. The gross reserve as of December 31, 2021 and 2020 of
$22.3 million and $15.1 million, respectively, is classified as other long-term
liabilities in the consolidated balance sheets.  The estimated amount to be
reimbursed to the Company as of December 31, 2021 and 2020 was $14.0 million and
$8.8 million, respectively, and is classified as other long-term assets in the
consolidated balance sheets. The increase in these amounts from 2020 to 2021 is
largely attributable to the coverage of the Simplura business under our
insurance programs.

Further, we had restricted cash of $0.3 million and $0.1 million at December 31,
2021 and December 31, 2020, respectively, which was primarily restricted to
secure the reinsured claims losses under the historical automobile, general and
professional liability and workers' compensation reinsurance programs.

Liquidity

Liquidity measures our ability to meet current and future cash flow needs on a
timely basis and at a reasonable cost. We manage our liquidity position to meet
our daily cash flow needs, while maintaining an appropriate balance between
assets and liabilities to meet the return on investment objectives of our
shareholders. Our liquidity position is supported by management of liquid assets
and liabilities and access to alternative sources of funds. Liquid assets
include cash of $133.1 million and accounts receivable and other receivables of
$237.9 million. Liquid liabilities totaled $638.7 million at year end as
detailed in the table below. Other sources of liquidity include our New Credit
Facility of $325.0 million.

In the ordinary course of business we have entered into contractual obligations
and have made other commitments to make future payments. Our short-term and
long-term liquidity requirements are primarily to fund on-going operations.
These liquidity requirements are met primarily through cash flow from operations
of $186.8 million, debt financing, and our New Credit Facility of $325.0
million. For additional information regarding our operating, investing and
financing cash flows, see "Consolidated Financial Statements-Consolidated
Statements of Cash Flows," included in Part II, Item 8 of this report.

The Company has cash requirements of $638.7 million due in one year or less in
addition to $1,398.9 million due in more than one year as of December 31, 2021.
The following is a summary of our future cash requirements for the next twelve
months and the period extending beyond twelve months as of December 31, 2021 (in
thousands):
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                                                            At December 31, 2021
                                                                 Less than      Greater than
                                                   Total          1 Year           1 Year
       Senior Unsecured Notes (1)              $ 1,000,000      $       -      $  1,000,000
       Interest (1)                                306,681         54,375           252,306
       Guarantees (2)                               47,066         37,187             9,879
       Operating leases (3)                         53,376         11,256            42,120
       Letters of credit (2)                        22,779         22,779                 -
       Contracts payable (4)                       281,586        281,586                 -
       Transportation costs (5)                    103,294        103,294                 -
       Other current cash obligations (6)          128,253        128,253                 -
       Deferred tax liabilities (7)                 94,611              -            94,611
       Total                                   $ 2,037,646      $ 638,730      $  1,398,916



(1)See Note 13 of the Notes to the Consolidated Financial Statements included in
Part II, Item 8, "Financial Statements and Supplementary Data" for further
detail of our Senior Unsecured Notes and the timing of expected future payments.
Interest payments are typically paid semi-annually in arrears and have been
calculated at the rates fixed as of December 31, 2021.
(2)Letters of credit ("LOCs") are guarantees of potential payments to third
parties under certain conditions. Guarantees include surety bonds we provide to
certain customers to protect against potential non-delivery of our non-emergency
transportation services. Our LOCs shown in the table were provided by our Credit
Facility and reduced our availability under the related Credit Agreement. The
surety bonds and LOC amounts in the above table represent the amount of
commitment expiration per period.
(3)The operating leases are for office space. Certain leases contain periodic
rent escalation adjustments and renewal options. See Note 18 of the Notes to the
Consolidated Financial Statements included in Part II, Item 8, "Financial
Statements and Supplementary Data" for further detail of our operating leases.
(4)See Note 5 of the Notes to the Consolidated Financial Statements included in
Part II, Item 8, "Financial Statements and Supplementary Data" for further
detail of our contracts payable.
(5)See Note 1 of the Notes to the Consolidated Financial Statements included in
Part II, Item 8, "Financial Statements and Supplementary Data" for further
detail of our accrued transportation cost.
(6)These include other current liabilities reflected in our Consolidated Balance
Sheets as of December 31, 2021, including accounts payable and accrued expenses
as detailed at Note 11 to the Consolidated Financial Statements included in Part
II, Item 8, "Financial Statements and Supplementary Data".
(7)See Note 19 of the Notes to the Consolidated Financial Statements included in
Part II, Item 8, "Financial Statements and Supplementary Data" for further
detail of our deferred tax liabilities.

Our primary sources of funding include operating cash flows and access to
capital markets. There are statutory, regulatory, and debt covenant limitations
that affect our ability to access the capital market for funds. Management
believes that such limitations will not impact our ability to meet our ongoing
short-term cash obligations. Management continuously monitors our liquidity
position and adjustments are made to the balance between sources and uses of
funds as deemed appropriate. Our management is not aware of any events that are
reasonably likely to have a material adverse effect on our liquidity, capital
resources, or operations. In addition, our management is not aware of any
regulatory recommendations regarding liquidity, which if implemented, would have
a material adverse effect on us.

Stock repurchase programs

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

On March 11, 2020, the Board of Directors authorized a new stock repurchase
program under which the Company could repurchase up to $75.0 million in
aggregate value of the Company’s Common Stock, subject to the consent of the
holders

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of a majority of the Company's Series A convertible preferred stock, through
December 31, 2020. A total of 195,677 shares were repurchased under this program
for approximately $10.2 million during the year ended December 31, 2020.

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

Off-balance sheet arrangements

As of December 31, 2021 and 2020, we did not have any relationships with
unconsolidated entities or financial partnerships, such as entities referred to
as structured finance or special purpose entities, which were established for
the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes.

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