MODV ModivCare Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

	SEC FILE NUMBER  001-34221
FORM 12b-25 NOTIFICATION OF LATE FILING	CUSIP NUMBER   60783X104

 

 

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

 

For Period Ended: December 31, 2022                                                                                                                                                                  

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

 

For the Transition Period Ended:                                                                                                                                                                            

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

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PART I — REGISTRANT INFORMATION

 

ModivCare Inc.

Full Name of Registrant

 

Former Name if Applicable

 

6900 Layton Avenue, 12th Floor

Address of Principal Executive Office (Street and Number)

 

Denver, CO 80237

City, State and Zip Code

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b‑25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

ModivCare, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report on Form 10-K”), within the time period prescribed without unreasonable effort or expense primarily because additional procedures are being completed arising out of the assessment of the effectiveness of the Company’s internal controls over financial reporting for the period covered by the Annual Report on Form 10-K.  Based on currently available information, the Company expects to report material weaknesses related to its Information Technology systems and the revenue and payroll process within its business units.  As noted above in Part II of this form, the Company believes that its Annual Report on Form 10-K will be filed within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

Notwithstanding the foregoing and the filing delay, the Company does not expect there to be any material changes in its financial results to be included in its Annual Report on Form 10-K, when filed, compared to those included in the Company’s earnings press release issued on February 23, 2023, and furnished to the U.S. Securities and Exchange Commission under the Company’s Current Report on Form 8-K dated February 23, 2023. Furthermore, the Company does not expect any of the material weaknesses to result in material misstatements or omissions in its previously reported financial statements.

 

Cautionary Statement Concerning Forward-Looking  Statements

 

This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the beliefs and expectations of the Company’s management relating to the filing of the Annual Report on Form 10-K and the results of the ongoing review. These forward- looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date for the filing of the Company’s Annual Report on Form 10-K, and the possibility that the ongoing review may identify errors or control deficiencies in the Company’s accounting practices. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

 

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

L. Heath Sampson		(303)		728-7030
(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

Yes ☒ No ☐

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

Yes ☐ No ☒

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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ModivCare Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:	March 1, 2023	By:	/s/ L. Heath Sampson
			L. Heath Sampson Chief Executive Officer