Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 12, 2021 | Mar. 08, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2020 | |||
Entity File Number | 001-38399 | |||
Entity Registrant Name | AdaptHealth Corp. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 82-3677704 | |||
Entity Address, Address Line One | 220 West Germantown Pike | |||
Entity Address, Address Line Two | Suite 250 | |||
Entity Address, City or Town | Plymouth Meeting | |||
Entity Address, State or Province | PA | |||
Entity Address, Postal Zip Code | 19462 | |||
City Area Code | 610 | |||
Local Phone Number | 630-6357 | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |||
Trading Symbol | AHCO | |||
Security Exchange Name | NASDAQ | |||
ICFR Auditor Attestation Flag | false | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 184.9 | |||
Entity Central Index Key | 0001725255 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2020 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Class A Common Stock | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 114,898,405 | |||
Class B Common Stock | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 99,962 | $ 76,878 |
Accounts receivable | 171,065 | 78,619 |
Inventory | 58,783 | 13,239 |
Prepaid and other current assets | 33,441 | 12,679 |
Total current assets | 363,251 | 181,415 |
Equipment and other fixed assets, net | 110,468 | 63,559 |
Goodwill | 998,810 | 266,791 |
Identifiable intangible assets, net | 116,061 | |
Other assets | 16,483 | 6,851 |
Deferred tax assets | 208,399 | 27,922 |
Total Assets | 1,813,472 | 546,538 |
Current liabilities: | ||
Accounts payable and accrued expenses | 254,212 | 102,728 |
Current portion of capital lease obligations | 22,282 | 19,750 |
Current portion of long-term debt | 8,146 | 1,721 |
Contract liabilities | 11,043 | 9,556 |
Other liabilities | 89,524 | 17,139 |
Contingent consideration common shares liability | 36,846 | 3,158 |
Total current liabilities | 422,053 | 154,052 |
Long-term debt, less current portion | 776,568 | 395,112 |
Other long-term liabilities | 186,470 | 29,364 |
Long term portion of contingent consideration common shares liability | 33,631 | 6,158 |
Total Liabilities | 1,418,722 | 584,686 |
Commitments and contingencies (note 17) | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, par value of $0.0001 per share, 5,000,000 shares authorized; 183,560 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 1 | |
Additional paid-in capital | 513,807 | 4,419 |
Accumulated deficit | (91,063) | (29,276) |
Accumulated other comprehensive income | (4,411) | 1,431 |
Total stockholders' equity (deficit) attributable to AdaptHealth Corp. | 418,343 | (23,419) |
Noncontrolling interest in subsidiaries | (23,593) | (14,729) |
Total Stockholders' Equity (Deficit) | 394,750 | (38,148) |
Total Liabilities and Stockholders' Equity (Deficit) | 1,813,472 | 546,538 |
Class A Common Stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | 8 | 4 |
Class B Common Stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | $ 1 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 08, 2019 | Jul. 07, 2019 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 163,560 | 0 | ||
Preferred stock, shares outstanding (in shares) | 163,560 | 0 | ||
Class A Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 210,000,000 | 210,000,000 | ||
Common stock, shares issued (in shares) | 76,457,439 | 40,816,292 | ||
Common stock, shares outstanding (in shares) | 76,457,439 | 40,816,292 | 40,296,000 | 31,250,000 |
Class B Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | ||
Common stock, shares issued (in shares) | 13,218,758 | 31,563,799 | ||
Common stock, shares outstanding (in shares) | 13,218,758 | 31,563,799 | 32,114,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Net revenue | $ 1,056,389 | $ 529,644 |
Revenue, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | |
Grant income | $ 14,277 | |
Costs and expenses: | ||
Cost of net revenue | $ 898,601 | 440,705 |
Cost, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | |
General and administrative expenses | $ 89,346 | 56,493 |
Depreciation and amortization, excluding patient equipment depreciation | 11,373 | 3,068 |
Total costs and expenses | 999,320 | 500,266 |
Operating income | 71,346 | 29,378 |
Interest expense, net | 41,430 | 39,304 |
Loss on extinguishment of debt | 5,316 | 2,121 |
Change in fair value of contingent consideration - common shares liability | 98,717 | 2,483 |
Other income, net | (3,444) | (318) |
Loss before income taxes | (70,673) | (14,212) |
Income tax (benefit) expense | (11,955) | 739 |
Net loss | (58,718) | (14,951) |
Income attributable to noncontrolling interest | 5,763 | 2,111 |
Net loss attributable to AdaptHealth Corp. | $ (64,481) | $ (17,062) |
Weighted average shares outstanding for net loss attributable to AdaptHealth Corp.: | ||
Basic and diluted (shares) | 52,488 | 22,557 |
Net loss per common share: | ||
Basic and diluted (per share) | $ (1.23) | $ (0.76) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net loss | $ (58,718) | $ (14,951) |
Other comprehensive income (loss): | ||
Interest rate swap agreements, inclusive of reclassification adjustment | (10,667) | 2,537 |
Comprehensive loss | (69,385) | (12,414) |
Net income attributable to noncontrolling interests | 5,763 | 2,111 |
Comprehensive loss attributable to AdaptHealth Corp. | $ (75,148) | $ (14,525) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) - USD ($) $ in Thousands | Class A Common StockCommon StockPrivate Placement [Member] | Class A Common StockCommon StockPublic Offering [Member] | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Class B Common Stock | Preferred StockPrivate Placement [Member] | Preferred Stock | Additional paid-in capitalPrivate Placement [Member] | Additional paid-in capitalPublic Offering [Member] | Additional paid-in capital | Members interest | Members' deficit | Accumulated Deficit | Accumulated other comprehensive income (loss) | Noncontrolling interests in subsidiaries | Private Placement [Member] | Public Offering [Member] | Total |
Members equity, Beginning Balance at Dec. 31, 2018 | $ 113,274 | $ (13,371) | $ 2,865 | $ 102,768 | ||||||||||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Issuance of members' interest, net of offering costs of $837 | 19,163 | 19,163 | ||||||||||||||||
Redemption of members' interest | (2,113) | (1,601) | (3,714) | |||||||||||||||
Distributions to members | (250,000) | (250,000) | ||||||||||||||||
Distributions to noncontrolling interest | (1,338) | (1,338) | ||||||||||||||||
Equity-based compensation | 6,915 | 6,915 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Sale of stock, net of offering costs | $ 1 | $ 69,561 | 55,437 | 124,999 | ||||||||||||||
Sale of stock (in shares) | 12,500,000 | |||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | $ (820) | 820 | ||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 550,000 | (550,000) | 550,000 | |||||||||||||||
Distributions to noncontrolling interest | (1,338) | (1,338) | ||||||||||||||||
Equity-based compensation | 4,155 | 4,155 | ||||||||||||||||
Contingent consideration common share liability adjustment | (6,833) | (6,833) | ||||||||||||||||
Net loss | (14,951) | |||||||||||||||||
Equity activity resulting from Tax Receivable Agreement | 8,201 | 8,201 | ||||||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | $ 1,431 | 1,106 | 2,537 | |||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 4 | $ 3 | 4,419 | (29,276) | 1,431 | (14,729) | (38,148) | |||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||||
Activity prior to the Business Combination: | ||||||||||||||||||
Net income (loss) | (16,315) | 1,532 | (14,783) | |||||||||||||||
Effects of the Business Combination: | ||||||||||||||||||
Recapitalization, effect on members' equity | (137,239) | 281,287 | ||||||||||||||||
Recapitalization, value | $ 3 | $ 3 | (63,289) | (47,996) | 32,769 | |||||||||||||
Recapitalization (in Shares) | 27,796,000 | 34,114,000 | ||||||||||||||||
Redemption of Class B Common Stock | (11,130) | (8,870) | (20,000) | |||||||||||||||
Redemption of Class B Common Stock (in shares) | (2,000,000) | |||||||||||||||||
Conversion of equity to long-term debt | (24,208) | (19,292) | (43,500) | |||||||||||||||
Forgiveness of employee loan | 537 | 428 | 965 | |||||||||||||||
Activity subsequent to the Business Combination: | ||||||||||||||||||
Shares withheld to pay withholding taxes | (284) | (284) | ||||||||||||||||
Shares withheld to pay withholding taxes (in shares) | 30,000 | |||||||||||||||||
Net income (loss) | (747) | 579 | (168) | |||||||||||||||
Members equity, Beginning Balance at Dec. 31, 2018 | $ 113,274 | $ (13,371) | 2,865 | 102,768 | ||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 17,209,739 | |||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | 513,807 | (91,063) | (4,411) | (23,593) | 394,750 | ||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | |||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | 4,419 | (29,276) | 1,431 | (14,729) | (38,148) | |||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Net loss | (13,353) | |||||||||||||||||
Balance at end of period at Mar. 31, 2020 | (51,964) | |||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | 4,419 | (29,276) | 1,431 | (14,729) | (38,148) | |||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Net loss | (6,149) | |||||||||||||||||
Balance at end of period at Jun. 30, 2020 | (29,277) | |||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | 4,419 | (29,276) | 1,431 | (14,729) | (38,148) | |||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Net loss | (31,216) | |||||||||||||||||
Balance at end of period at Sep. 30, 2020 | 395,992 | |||||||||||||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Distributions to noncontrolling interest | (800) | (800) | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | 4,419 | (29,276) | 1,431 | (14,729) | (38,148) | |||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Issuance of common stock for acquisitions | $ 1 | 123,886 | $ 123,887 | |||||||||||||||
Issuance of common stock for acquisitions (in shares) | 5,927,000 | |||||||||||||||||
Sale of stock, net of offering costs | $ 1 | $ 1 | $ 223,360 | $ 132,513 | $ 223,361 | $ 132,514 | ||||||||||||
Sale of stock (in shares) | 10,930,000 | 9,200,000 | 75,000 | |||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | $ 2 | $ (2) | (35,271) | 35,271 | ||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 16,660,000 | (16,660,000) | 16,659,739 | 18,167,547 | ||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock | $ (2) | $ 1 | 1 | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | (15,810,000) | 158,000 | ||||||||||||||||
Distributions to noncontrolling interest | (800) | $ (800) | ||||||||||||||||
Exercise of warrants | $ 1 | 24,494 | $ 24,495 | |||||||||||||||
Exercise of warrants (in shares) | 4,105,000 | 881,239 | ||||||||||||||||
Equity-based compensation | 18,670 | $ 18,670 | ||||||||||||||||
Equity-based compensation (in shares) | 635,000 | |||||||||||||||||
Conversion of Series B-2 Preferred Stock to Series B-1 Preferred Stock (in shares) | (9,000) | |||||||||||||||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | 2,888,000 | (40,000) | ||||||||||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | 2,000,000 | (20,000) | ||||||||||||||||
Class A Common Stock issued in connection with Employee Stock Purchase Plan | 101 | 101 | ||||||||||||||||
Class A Common Stock issued in connection with Employee Stock Purchase Plan (in shares) | 6,000 | |||||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares | 37,556 | $ 37,556 | ||||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares (in shares) | 1,000,000 | 1,000,000 | ||||||||||||||||
Net loss | (64,481) | 5,763 | $ (58,718) | |||||||||||||||
Equity activity resulting from Tax Receivable Agreement | 24,787 | 24,787 | ||||||||||||||||
Equity activity resulting from other increases in ownership | (8,088) | (8,088) | ||||||||||||||||
Equity activity resulting from the Put/Call Agreement | (32,621) | 2,694 | (29,927) | |||||||||||||||
Equity impact resulting from the Put/Call Agreement (in shares) | (1,899,000) | |||||||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | (5,842) | (4,825) | (10,667) | |||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | $ 513,807 | $ (91,063) | $ (4,411) | (23,593) | 394,750 | ||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | |||||||||||||||
Effects of the Business Combination: | ||||||||||||||||||
Redemption of Class B Common Stock | $ (44,300) | $ (44,273) | (44,273) | |||||||||||||||
Redemption of Class B Common Stock (in shares) | (1,508,000) | (1,507,808) | ||||||||||||||||
Forfeiture of stock (in shares) | (177,000) | |||||||||||||||||
Balance at beginning of period at Mar. 31, 2020 | (51,964) | |||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Net loss | 7,204 | |||||||||||||||||
Balance at end of period at Jun. 30, 2020 | (29,277) | |||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||||
Net loss | (25,067) | |||||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 395,992 |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offering costs | $ 11,725 | $ 837 | |
Private Placement [Member] | |||
Offering costs | $ 1,600 | 1,639 | |
Public Offering [Member] | |||
Offering costs | $ 10,086 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (58,718) | $ (14,951) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including patient equipment depreciation | 76,406 | 62,567 |
Equity-based compensation | 18,670 | 11,070 |
Change in fair value of contingent consideration - common shares liability | 98,717 | 2,483 |
Deferred income tax (benefit) expense | (21,101) | 478 |
Change in fair value of interest rate swaps, net of reclassification adjustment | (2,845) | 11,426 |
Change in fair value of contingent consideration | (4,176) | (150) |
Payment of contingent consideration in connection with acquisition - operating | (1,000) | |
Amortization of intangible assets | 6,039 | |
Amortization of deferred financing costs | 1,876 | 1,312 |
Imputed interest expense | 131 | |
Write-off of deferred financing costs | 5,316 | 2,121 |
Gain on sale of investment | (591) | |
Forgiveness of employee loan | 966 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (29,517) | (20,198) |
Inventory | (19,434) | (1,305) |
Prepaid and other assets | (10,767) | (9,558) |
Accounts payable and accrued expenses and other current liabilities | 136,628 | 14,157 |
Net cash provided by operating activities | 195,634 | 60,418 |
Cash flows from investing activities: | ||
Payments for business acquisitions, net of cash acquired | (769,337) | (63,538) |
Purchases of equipment and other fixed assets | (39,755) | (21,332) |
Payments for investments in equity and cost method companies | (8,657) | |
Proceeds from sale of investment | 2,046 | |
Net cash used in investing activities | (815,703) | (84,870) |
Cash flows from financing activities: | ||
Proceeds from borrowings on long-term debt and lines of credit | 591,275 | 360,500 |
Repayments on long-term debt and lines of credit | (547,480) | (237,572) |
Proceeds from the sale of Class A Common Stock and Series A Preferred Stock | 225,000 | |
Proceed from issuance/sale of Class A Common Stock | 142,600 | 125,000 |
Proceeds from the issuance of senior unsecured notes | 350,000 | |
Proceeds from exercise of warrants | 24,495 | |
Payments on capital leases | (39,051) | (37,272) |
Payments for equity issuance costs | (11,725) | (837) |
Payments of deferred financing costs | (13,049) | (9,028) |
Exchange of Class B Common Stock for cash | (44,273) | |
Exercise of call option relating to the Put/Call agreement | (29,927) | |
Proceeds received in connection with employee stock purchase plan | 101 | |
Payments for tax withholdings from equity-based compensation activity, net | (59) | (508) |
Distributions to noncontrolling interest | (800) | (1,338) |
Payment of contingent consideration in connection with acquisition- financing | (3,204) | (13,000) |
Payment of deferred purchase price in connection with an acquisition | (750) | |
Proceeds from issuance of promissory note payable | 100,000 | |
Increase in cash from the Business Combination | 43,912 | |
Proceeds from issuance of members' interests | 20,000 | |
Payments for redemption of Class B Common Stock | (20,000) | |
Distributions to members | (250,000) | |
Payments for redemption of members' interest | (3,713) | |
Net cash provided by financing activities | 643,153 | 76,144 |
Net increase in cash and cash equivalents | 23,084 | 51,692 |
Cash and cash equivalents - beginning of the period | 76,878 | 25,186 |
Cash and cash equivalents - end of the period | 99,962 | 76,878 |
Supplemental disclosures: | ||
Cash paid for interest | 35,771 | 23,075 |
Cash paid for income taxes | 7,480 | 1,318 |
Noncash investing and financing activities: | ||
Equipment acquired under capital lease obligations | 40,012 | 36,268 |
Unpaid equipment and other fixed asset purchases at end of year | 7,869 | 8,514 |
Equity consideration issued in connection with acquisitions | 123,887 | |
Equity consideration issued in connection with an acquisition | 123,887 | |
Contingent purchase price in connection with acquisitions | 33 | 1,573 |
Contingent purchase price in connection with acquisitions | 27,064 | 12,625 |
Seller note issued in connection with an acquisition | 2,000 | |
Deferred purchase price in connection with acquisitions | 33 | 1,573 |
Seller note issued in connection with an acquisition | 2,000 | |
Conversion of equity to debt | $ 43,500 | |
Private Placement [Member] | ||
Cash flows from financing activities: | ||
Payments for equity issuance costs | (1,639) | |
Public Offering [Member] | ||
Cash flows from financing activities: | ||
Payments for equity issuance costs | $ (10,086) |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
General Information | |
Nature of Business | (1) Nature of Business AdaptHealth Corp. and subsidiaries (AdaptHealth or the Company), f/k/a DFB Healthcare Acquisitions Corp. (DFB), a Delaware corporation, was originally formed in November 2017 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. On July 8, 2019, AdaptHealth Holdings LLC (AdaptHealth Holdings) entered into an Agreement and Plan of Merger (the Merger Agreement), as amended on October 15, 2019, with DFB, pursuant to which AdaptHealth Holdings combined with DFB (the Business Combination). The merger was approved by DFB’s stockholders, and the Business Combination closed on November 8, 2019. AdaptHealth Holdings was the accounting acquirer in the merger, which was treated as a reverse recapitalization. Accordingly, for accounting purposes, the merger was treated as the equivalent of AdaptHealth Holdings issuing stock for the net assets of DFB, accompanied by a recapitalization. The net assets of DFB were stated at historical costs in the Company’s consolidated financial statements, with no Pursuant to the Merger Agreement, on the closing date, the Company contributed cash to AdaptHealth Holdings in exchange for AdaptHealth Holdings common unit interests equal to the number of shares of the Company’s Class A Common Stock outstanding on the closing date. In connection with the Business Combination, the Company also issued and sold in a private placement an aggregate of 12,500,000 shares of Class A Common Stock for aggregate consideration of $125,000,000. In addition, the Company (1) issued 17,386,201 shares of Class A Common Stock to certain members of AdaptHealth Holdings in exchange for their interests in AdaptHealth Holdings, and (2) issued 32,113,799 shares of Class B Common Stock to certain members of AdaptHealth Holdings who retained their common unit interests in AdaptHealth Holdings. The number of shares issued and outstanding of the Company immediately following the closing of the Business Combination is summarized in the table below (in thousands): Class A Common Stock Class B Common Stock Total shares outstanding prior to the Business Combination 31,250 — Less: redemption of public shares (20,840) — Add: shares issued in private placement 12,500 — Add: shares issued in connection with the Business Combination 17,386 32,114 Total shares outstanding at the closing date of the Business Combination 40,296 32,114 Following the completion of the Business Combination, substantially all of the Company’s assets and operations are held and conducted by AdaptHealth Holdings and its subsidiaries, and the Company’s only assets are equity interests which represented a 56% controlling ownership of AdaptHealth Holdings as of November 8, 2019. Following the completion of the Business Combination, certain members of AdaptHealth Holdings who retained their common unit interests in AdaptHealth Holdings, held the remaining 44% noncontrolling ownership as of November 8, 2019. These members hold common unit interests of AdaptHealth Holdings and a corresponding number of non-economic Class B Common stock, which enables the holder to one vote per share. Subsequent to the Business Combination, the cumulative amount of exchanges of common unit interests of AdaptHealth Holdings and a corresponding number of shares of Class B Common Stock for shares of Class A Common Stock through December 31, 2020 have resulted in the holders of the common unit interests in AdaptHealth Holdings owning an approximate 12% direct noncontrolling economic interest in AdaptHealth Holdings as of such date. Unless the context otherwise requires, “the Company”, “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combination, to AdaptHealth Holdings and its subsidiaries and, for periods upon or after the completion of the Business Combination, to AdaptHealth Corp. and its subsidiaries, including AdaptHealth Holdings and its subsidiaries. AdaptHealth is a national leader in providing patient-centric and technology-enabled chronic disease management solutions including home healthcare equipment, medical supplies to the home and related services in the United States. AdaptHealth focuses primarily on providing (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea (OSA), (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors (CGM) and insulin pumps), (iii) home medical equipment (HME) to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME medical devices and supplies on behalf of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial payors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. As discussed in Note 1, Nature of Business The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Certain prior year amounts have been reclassified to conform to the current year presentation. In the Company’s consolidated statements of operations, certain amounts are classified separately as other income, net, primarily related to the change in fair value of contingent consideration liabilities related to acquisitions, due to the fact that such amounts have increased in 2020. Additionally, the Company’s consolidated financial statements and corresponding disclosures for 2019 have been recast to reflect corrections for an error in the accounting for the contingent consideration common share liability, as discussed below. Correction of Previously Issued Consolidated Financial Statements and Unaudited Quarterly Condensed Consolidated Financial Information for Errors in the Accounting for Contingent Consideration Common Shares In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2020, the Company reevaluated the accounting treatment of the previously disclosed contingent consideration common shares to which the former owners of AdaptHealth Holdings are entitled in connection with the Business Combination (the Contingent Consideration Common Shares). Due to the fact that the issuance of the Contingent Consideration Common Shares would be accelerated on a change of control regardless of the transaction value, the Company determined to present the Contingent Consideration Common Shares as liability-classified, instead of equity-classified as previously presented. Accordingly, the fair value of the Contingent Consideration Common Shares is reflected as a liability and the change in the fair value of such liability in each period is recognized as a non-cash charge in the Company’s consolidated statements of operations. The Company has concluded that the impact of the error on its audited consolidated financial statements for the year ended December 31, 2019 included in its Form 10-K for such period is not material. The Company has revised its accompanying consolidated financial statements as of and for the year ended December 31, 2019 to reflect the impact of the correction of the accounting for the Contingent Consideration Common Shares. Refer to Note 20, Quarterly Financial Information (Unaudited) net revenues operating cash Year Ended December 31, 2019 As Reported As Revised Consolidated Statement of Operations: Change in fair value of contingent consideration common shares liability $ — $ 2,483 Income tax expense $ 1,156 $ 739 Net loss $ (12,885) $ (14,951) Net loss attributable to AdaptHealth Corp. $ (14,996) $ (17,062) Basic and diluted loss per share attributable to AdaptHealth Corp. $ (0.66) $ (0.76) December31, 2019 As Reported As Revised Consolidated Balance Sheet: Deferred tax assets $ 27,505 $ 27,922 Total Assets $ 546,121 $ 546,538 Contingent consideration common shares liability - current portion $ — $ 3,158 Long-term portion of contingent consideration common shares liability $ — $ 6,158 Total Liabilities $ 575,370 $ 584,686 Additional paid-in capital $ 11,252 $ 4,419 Accumulated deficit $ (27,210) $ (29,276) Total stockholders' deficit attributable to AdaptHealth Corp. $ (14,520) $ (23,419) Total stockholders' deficit $ (29,249) $ (38,148) The impacts of the revisions have been reflected throughout the consolidated financial statements, including the applicable footnotes, as appropriate. (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (c) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill and identifiable intangible assets. Actual results could differ from those estimates. (d) Revenue Recognition The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and disposables, or over the fixed monthly service period for equipment. Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration to which the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and service. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The Company applies constraint to the transaction price, such that net revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such adjustments become known. During the year ended December 31, 2020, the Company decreased net revenue by approximately $11 million due to the consideration ultimately received compared with the amounts previously estimated, which has been treated as a change in estimate. Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment, ventilators, wheelchairs, hospital beds and infusion pumps, are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer supplies and upon delivery to the home for durable medical equipment. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability. The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments. The Company’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. The Company’s net revenue and quarterly operating results may fluctuate significantly in the future depending on these and other factors. The Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned. Disaggregation of net revenue The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source The composition of net revenue by payor type for the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2020 2019 Insurance $ 657,033 $ 300,361 Government 295,657 168,686 Patient pay 103,699 60,597 Net revenue $ 1,056,389 $ 529,644 The composition of net revenue by core service lines for the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2020 2019 Net sales revenue: Sleep $ 312,860 $ 224,542 Diabetes 159,490 — Supplies to the home 145,624 7,760 Respiratory 28,605 5,780 HME 58,029 42,487 Other 54,689 35,882 Total net sales revenue $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 98,361 $ 80,846 Diabetes 2,467 — Respiratory 123,860 81,418 HME 55,847 42,969 Other 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 297,092 $ 213,193 Total net revenue: Sleep $ 411,221 $ 305,388 Diabetes 161,957 — Supplies to the home 145,624 7,760 Respiratory 152,465 87,198 HME 113,876 85,456 Other 71,246 43,842 Total net revenue $ 1,056,389 $ 529,644 (e) Accounts Receivable Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded. The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical bad debt experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value. Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in reserve estimates are recorded as an adjustment to net revenue in the period of revision. Included in accounts receivable are earned but unbilled accounts receivables. Billing delays, ranging from several days to several weeks, can occur due to the Company’s policy of compiling required payor specific documentation prior to billing for its services rendered. The Company recorded unbilled revenue of $20.2 million and $8.6 million as of December 31, 2020 and 2019, respectively. (f) COVID-19 Pandemic During 2020, the COVID-19 pandemic impacted the Company’s business, as well as its patients, communities, and employees. The Company’s priorities during the COVID-19 pandemic remain protecting the health and safety of its employees (including patient-facing employees providing respiratory and other services), maximizing the availability of its services and products to support patient health needs, and the operational and financial stability of its business. Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was signed into law on March 27, 2020. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (Provider Relief Fund or PRF). Additionally, the CARES Act revised the Medicare accelerated and advance payment program in an attempt to disburse payments to healthcare providers more quickly to mitigate the financial impact on healthcare providers. The Company’s participation in these programs and related accounting policies are summarized below. Grant Income Medicare Accelerated Payment Program accelerated or advance payment pursuant to the Medicare accelerated payment program. The CARES Act revised the Medicare accelerated payment program in an attempt to disburse payments to healthcare providers more quickly. In April 2020, the Company received recoupable advance payments of approximately $46 million made available by CMS under the CARES Act. The recoupment of such amount by CMS will begin in April 2021 and will be applied to services provided and revenue recognized during the period in which the recoupment occurs. The total of the recoupable advance payments is included in other current liabilities in the accompanying consolidated balance sheets as of December 31, 2020. Deferral of Employment Tax Payments The full extent of the impact of the COVID-19 pandemic on the Company’s business, results of operations, and financial condition is highly uncertain and will depend on future developments and numerous evolving factors that it may not be able to accurately predict, and could be material to the Company’s consolidated financial statements in future reporting periods. (g) Fair Value Accounting Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Level inputs, as defined by ASC 820, are as follows: Level input Input definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Refer to Note 6, Fair Value of Assets and Liabilities (h) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses. The carrying values of the Company’s financial instruments approximate their fair value based on their short-term nature. The table below shows the carrying amounts and estimated fair values, net of unamortized deferred financing costs, of the Company’s primary long-term debt arrangements (in thousands): December 31, 2020 Carrying Value Fair Value Term loan and revolver $ 301,998 $ 301,998 Senior unsecured notes 342,022 370,022 Note payable 140,361 154,711 $ 784,381 $ 826,731 The borrowings under the Company’s term loan and revolver, which were entered into in July 2020, bear interest at the variable rates described in Note 10, Debt (i) Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents. Cash represents cash on hand and deposits held at banks. The Company maintains cash in demand deposit accounts with federally insured banks. At times, the balances in these accounts may be in excess of federally insured limits. Cash and cash equivalents consist of the following (in thousands): December 31, (in thousands) 2020 2019 Cash $ 94,360 $ 22,863 Money market accounts 5,602 54,015 Total $ 99,962 $ 76,878 (j) Inventory Inventory consists of equipment and medical supplies to be sold to customers and is stated at the lower of cost or market value. Cost is determined by the first-in-first-out method. These finished goods are charged to cost of net revenue in the period in which products and related services are provided to customers. (k) Equipment and Other Fixed Assets Equipment and other fixed assets are stated at cost less accumulated depreciation or, when acquired as part of a business combination, fair value at date of acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for patient medical equipment correlate with the medical reimbursement periods. Computer equipment, vehicles and other assets are depreciated over the estimated useful lives of the assets. Major expenditures for property acquisitions and those expenditures that substantially increase useful lives are capitalized. Expenditures for maintenance, repairs and minor replacements are expensed as incurred. The useful lives of property and equipment for purposes of computing depreciation are: Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years (l) Impairment of Long-Lived Assets The Company’s long-lived assets, such as equipment and other fixed assets and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Definite-lived intangible assets consist of payor contracts, developed technology and tradenames. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are tested for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the intangible assets acquired: Payor contracts 10 years Developed technology 5 years Tradenames 5 to 10 years The Company did not incur any impairment charges on long-lived assets for the years ended December 31, 2020 2019 (m) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is tested for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment review of goodwill during the fourth quarter of each year. The impairment testing can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. (n) Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Patient relationships, medical records and patient lists are not reported as separate intangible assets due to the regulatory requirements and lack of contractual agreements but are part of goodwill. Customer related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. (o) Deferred Financing Costs Costs incurred in connection with the Company’s borrowings, referred to as deferred financing costs, are capitalized and included on the accompanying consolidated balance sheets in other assets for costs associated with revolving credit facilities, and as a debt reduction for costs associated with term loans. Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related financing agreement. Refer to Note 8, Deferred Financing Costs (p) Deferred Rent The Company’s operating leases for its office and warehouse leases include scheduled rent increases. The Company has accounted for the leases to provide straight-line charges to operations over the life of the leases. Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period and expensed on a straight-line basis exceed or are less than the cash payments required. Deferred rent is included in accounts payable and accrued expenses and other long-term liabilities on the accompanying consolidated balance sheets based on when the payments will be made. See Note 14, Lease Commitments (q) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies (r) Advertising Costs Advertising costs are charged to expense as incurred. The Company’s advertising costs for the years ended December 31, 2020 and 2019 were $5.3 million and $2.1 million, respectively, and are primarily included in cost of net revenue in the accompanying consolidated statements of operations. (s) Equity-based Compensation The Company accounts for its equity-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation Stockholders’ Equity (t) Cost of Net Revenue Cost of net revenue includes the cost of products and supplies sold to patients, patient equipment depreciation and other operating expenses. The Company also includes in cost of net revenue the salaries, labor and benefits costs incurred at the Company’s operating facilities for service personnel, offshore labor expenses, occupancy costs (rent, utilities, property taxes, etc.), and other expenses (software expenses, billing fees, IT related costs, general business supplies, etc.) incurred to operate the businesses. Cost of net revenue for the years ended December 31, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, 2020 2019 Cost of products and supplies $ 441,931 $ 156,430 Salaries, labor and benefits 257,898 153,173 Patient equipment depreciation 71,072 59,498 Rent and occupancy 22,344 13,407 Other operating expenses 91,659 57,150 Equity-based compensation 7,845 — Severance 4,457 858 Transaction costs 1,147 — Other non-recurring expenses 248 189 Total $ 898,601 $ 440,705 (u) General and Administrative Expenses General and administrative expenses (G&A) primarily include expenses related to corporate salaries and benefits, legal, equity-based compensation, transaction costs and other business support functions. Included in G&A during the years ended December 31, 2020 and 2019 are salaries, labor and benefits expenses (including equity-based compensation and severance) of $35.8 million and $31.7 million, respectively. (v) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management. Accordingly, the Company has a single reportable segment and operating segment structure. (w) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2020, and 2019, less than 10% of the Company’s net accounts receivable are from patients under co-pay or private plan arrangements. Credit evaluations, account monitoring procedures and a third party collection agent are utilized to minimize the risk of loss. Collateral is not required. Cost-containment efforts of governmental organizations, primarily Medicare, could have a material adverse effect on the Company’s sales and profitability. Medicare typically awards contracts on a category-by-category basis through a competitive bidding process. Bids are generally solicited from multiple distributors with intention of driving down pricing. The Company was previously in a protected three year window which expired in 2016. The Company was able to maintain protection for the round 2 recompete contracts that became effective on July 1, 2016, however, all Medicare Durable Medical Equipment, Prosthetics, Orthotics, & Supplies (DMEPOS) Competitive Bidding Program contr |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Significant Transactions [Abstract] | |
Acquisitions | (3) Acquisitions During the years ended December 31, 2020 and 2019, the Company completed several acquisitions to strengthen its current market share in existing markets or to expand into new markets. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations and the expected contribution of each acquisition to the Company’s overall strategy. The majority of the goodwill recorded during the year ended December 31, 2020 is expected to be deductible for tax purposes. The estimated fair values of the net assets of acquired businesses as described below are subject to change resulting from such items as working capital adjustments post-acquisition. As a result, the acquisition accounting for certain acquired businesses could change in subsequent periods resulting in adjustments to goodwill once finalized. Also, see subsection, “Pro-forma information” of this Note 3 for pro-forma information on net revenue and operating income. Year ended December 31, 2020 On January 2, 2020, the Company purchased 100% of the equity interests of the Patient Care Solutions business (PCS), a subsidiary of McKesson Corporation. PCS is a home medical equipment supplies business. The Company allocated the consideration paid to the estimated fair values of the net assets acquired, including $14.9 million to accounts receivable, $0.5 million to equipment and other fixed assets, $1.0 million to goodwill, $2.0 million to accounts payable and accrued expenses, and $0.4 million of net liabilities to other working capital accounts. On March 2, 2020, the Company purchased certain assets of the durable medical equipment business of Advanced Home Care, Inc. (Advanced). The Company allocated the consideration paid to the estimated fair values of the net assets acquired, including $19.8 million to equipment and other fixed assets, $2.7 million to inventory, $0.6 million to identifiable intangible assets (consisting of tradenames), $41.7 million to goodwill, and $1.3 million of net liabilities to other working capital accounts. The acquisition of Advanced also includes a potential contingent payment of up to $9.0 million based on certain conditions after closing, which was determined to have an acquisition date fair value of $5.0 million which was recorded as a contingent liability in connection with the Company’s acquisition accounting for Advanced. The fair value of the estimated contingent liability of $5.0 million at December 31, 2020 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment date. On July 1, 2020, the Company acquired 100% of the equity interests of Solara Medical Supplies, LLC (Solara). Solara is an independent distributor of continuous glucose monitors (CGM) in the United States and offers a comprehensive suite of direct-to-patient diabetes management supplies to patients throughout the country, including CGMs, insulin pumps and other diabetic supplies. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $12.1 million to cash, $17.4 million to accounts receivable, $14.4 million to inventory, $3.5 million to equipment and other fixed assets, $85.7 million to identifiable intangible assets (consisting of $60.0 million of payor contracts and $25.7 million of tradenames), $347.7 million to goodwill, $22.5 million to accounts payable and accrued expenses, and $2.9 million of net liabilities to other working capital accounts. The acquisition of Solara also included a contingent payment based on certain conditions after closing, which was determined to have an acquisition date fair value of $1.3 million which was recorded as a contingent liability in connection with the Company’s acquisition accounting for Solara. Based on the outcome of such conditions, the Company paid $1.4 million during the year ended December 31, 2020 to satisfy such contingent liability. On July 1, 2020, the Company acquired 100% of the equity interests of ActivStyle, Inc. (ActivStyle). ActivStyle is a leading direct-to-consumer supply company that provides incontinence and urology products to patients throughout the United States. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $5.0 million to cash, $5.2 million to accounts receivable, $0.5 million to inventory, $1.0 million to equipment and other fixed assets, $9.4 million to identifiable intangible assets (consisting of $6.3 million of developed technology and $3.1 million of tradenames), $49.6 million to goodwill, $7.2 million to accounts payable and accrued expenses, and $2.0 million of other net assets primarily to other working capital accounts. On October 1, 2020, the Company acquired 100% of the equity interests of Pinnacle Medical Solutions, Inc. (Pinnacle). Pinnacle is a distributor of insulin pumps, insulin pump supplies, continuous glucose monitoring systems and diabetes test strips in the United States. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $1.2 million to cash, $4.2 million to accounts receivable, $15.2 million to identifiable intangible assets (consisting of $14.0 million of payor contracts and $1.2 million of tradenames), $107.7 million to goodwill, $5.8 million to accounts payable and accrued expenses, and $0.4 million of net assets to other working capital accounts. The acquisition of Pinnacle also included a potential contingent payments of up to $15.0 million based on certain conditions after closing, which were determined to have an acquisition date fair value of $14.3 million, which was recorded as a contingent liability in connection with the Company’s acquisition accounting for Pinnacle. The fair value of the potential contingent payments of $14.7 million as of December 31, 2020 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment date. In addition, during 2020, the Company acquired two providers of home medical equipment and two distributors of diabetes management products and supplies. The Company allocated the consideration paid for these acquisitions to the estimated fair values of the net assets acquired on a provisional basis, including $0.3 million to cash, $13.7 million to accounts receivable, $4.6 million to inventory, $14.3 million to equipment and other fixed assets, $10.6 million to identifiable intangible assets (consisting of $8.0 million of payor contracts and $2.6 million of tradenames), $121.2 million to goodwill, $14.1 million to accounts payable and accrued expenses, $2.0 million to capital lease obligations, and $0.9 million of net liabilities to other working capital accounts. These acquisitions also included potential contingent payments of up to $3.0 million based on certain conditions after closing, which were determined to have an acquisition date fair value of $2.8 million, which was recorded as a contingent liability in connection with the Company’s acquisition accounting for such acquisitions. The fair value of the potential contingent payments of $2.8 million as of December 31, 2020 is included in other long-term liabilities in the accompanying consolidated balance sheets based on the expected payment dates. In addition, during 2020, the Company completed certain other acquisitions which individually had a consideration paid of less than $20 million. The following table summarizes the consideration paid for all acquisitions during the year ended December 31, 2020 (in thousands): Cash consideration $ 790,564 Equity consideration (shares of Class A Common Stock) 123,887 Contingent consideration 27,064 Deferred payments 33 Total $ 941,548 The Company allocated the consideration paid to the net assets acquired based on their estimated acquisition date fair values. The Company is still evaluating the fair value of certain assets and liabilities for which provisional amounts were recorded and expects to finalize such evaluation during the first half of 2021. Based upon management’s evaluation, which is preliminary and subject to completion of working capital and other adjustments, the consideration paid for all acquisitions during 2020 was allocated as follows during the year ended December 31, 2020 (in thousands): Cash $ 21,227 Accounts receivable 62,940 Inventory 26,111 Prepaid and other current assets 9,560 Equipment and other fixed assets 45,669 Goodwill 732,019 Identifiable intangible assets 122,100 Other assets 2,921 Deferred income taxes 1,132 Accounts payable and accrued expenses (61,196) Contract liabilities (3,344) Other current liabilities (11,278) Other long-term liabilities (4,107) Capital lease obligations (2,206) Net assets acquired $ 941,548 Year ended December 31, 2019 On January 2, 2019, the Company purchased 100% of the equity of Gould’s Discount Medical, LLC (Goulds). Goulds is a home medical equipment and supplies business. In 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $4.0 million to accounts receivable, $2.5 million to inventory, $3.4 million to equipment and other fixed assets, $17.9 million to goodwill, $3.0 million to accounts payable and accrued expenses and $0.5 million of net liabilities to other working capital accounts. The total consideration paid included potential contingent payments in an aggregate amount of up to $1.5 million based on certain conditions after closing, which was recorded as a contingent liability in connection with the Company’s acquisition accounting for Goulds. On July 5, 2019, the Company purchased certain assets relating to the durable medical equipment business of SleepMed Therapies, Inc. (SleepMed). SleepMed provides positive airway pressure devices and related supplies to customers in their homes or other alternative site care facilities. In 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $0.2 million to inventory, $1.4 million to equipment and other fixed assets, $14.1 million to goodwill, and $0.3 million of net liabilities to other working capital accounts. The total consideration paid included potential contingent payments in an aggregate amount of up to $4.0 million based on certain conditions after closing, which was recorded as a contingent liability in connection with the Company’s acquisition accounting for SleepMed. On October 31, 2019, the Company purchased 100% of the stock of Choice Medical Healthcare, Inc. (Choice). Choice is a provider of continuous positive airway pressure devices and related supplies. In 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $0.8 million to accounts receivable, $0.1 million to equipment and other fixed assets, $18.9 million to goodwill, $1.2 million to accounts payable and accrued expenses and $0.1 million of net assets to other working capital accounts. The total consideration paid included potential contingent payments in an aggregate amount of up to $12.5 million based on certain conditions after closing, which were determined to have an acquisition date fair value of $6.2 million, which was recorded as a contingent liability in connection with the Company’s acquisition accounting for Choice. In addition, during 2019, the Company completed certain other acquisitions which individually had a consideration paid of less than $10 million. The following table summarizes the consideration paid for all acquisitions during the year ended December 31, 2019 (in thousands): Cash consideration $ 63,295 Seller note 2,000 Contingent consideration 12,625 Deferred payments 1,573 Total $ 79,493 The Company allocated the consideration paid to the net assets acquired based on their estimated acquisition date fair values. Based upon management’s evaluation, which was preliminary and subject to completion of working capital and other adjustments, the consideration paid for all acquisitions during 2019 was allocated as follows during the year ended December 31, 2019 (in thousands): Total Cash $ 92 Accounts receivable 5,405 Inventory 4,262 Prepaid and other current assets 121 Equipment and other fixed assets 10,968 Goodwill 65,270 Contract liabilities (1,709) Accounts payable and accrued expenses (4,916) Net assets acquired $ 79,493 During 2019, the Company paid $0.8 million to the sellers in connection with an acquisition completed on December 31, 2018 relating to working capital and other purchase price adjustments. In addition, in connection with an acquisition completed in July 2018, the Company made an escrow payment of $1.0 million that would either be due to the sellers or paid back to the Company within one year subject to certain conditions after closing. Based on the outcome of such conditions, the Company received $0.5 million of the escrow funds during 2019. Pro-Forma Information (unaudited) The unaudited pro-forma financial information presented below has been prepared by adjusting the historical results of the Company to include the historical results of the significant acquisitions described above. The unaudited pro-forma financial information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro-forma information. The unaudited pro-forma financial information does not reflect the impact of future events that may occur after the acquisitions, such as the impact of cost savings or other synergies that may result from these acquisitions, and does not include interest expense associated with debt incurred to fund the acquisitions. (in thousands) Year Ended December 31, 2020 2019 Net revenue $ 1,312,320 $ 1,168,045 Operating income $ 108,543 $ 64,998 Results of Businesses Acquired The following table presents the amount of net revenue and operating income in the year of acquisition since the respective acquisition dates for the significant acquisitions described above that is included in the Company’s consolidated statements of operations for the years ended December 31, 2020 and 2019: (in thousands) Year Ended December 31, 2020 2019 Net revenue $ 427,352 $ 52,711 Operating income $ 17,673 $ 7,856 |
Equipment and Other Fixed Asset
Equipment and Other Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Equipment and Other Fixed Assets | |
Equipment and Other Fixed Assets | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of December 31, 2020 and 2019 are as follows: December 31, December 31, 2020 2019 Patient medical equipment $ 158,108 $ 112,071 Delivery vehicles 8,211 4,461 Other 26,098 15,474 192,417 132,006 Less accumulated depreciation (81,949) (68,447) $ 110,468 $ 63,559 For the years ended December 31, 2020 and 2019, the Company recorded depreciation expense of $76.4 million and $62.6 million, respectively. During the years ended December 31, 2020 and 2019, the Company wrote off $62.6 million and $72.8 million of fully depreciated patient medical equipment, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets | (5) Goodwill and Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The change in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 was as follows (in thousands): Gross carrying amount Balance at December 31, 2018 $ 202,436 Goodwill from acquisitions 65,270 Receipt of prior escrow payment (504) Decrease (411) Balance at December 31, 2019 $ 266,791 Goodwill from acquisitions 732,019 Balance at December 31, 2020 $ 998,810 As a result of the Company’s assessment of qualitative factors, the Company did not record any goodwill impairment charges during the years ended December 31, 2020 and 2019. As discussed in Note 3, Acquisitions of the escrow funds during 2019 which was recorded as a reduction of goodwill. The other decreases in the table above during 2019 primarily relates to working capital and other measurement period adjustments relating to businesses that were acquired by the Company during 2018. Identifiable intangible assets that are separable and have determinable useful lives are valued separately and amortized over the period which reflects the pattern in which the economic benefits of the assets are expected to be consumed. There were no identifiable intangible assets recorded at December 31, 2019. Identifiable intangible assets consisted of the following at December 31, 2020 (in thousands): Weighted-Average Remaining Life (Years) Payor contracts, net of accumulated amortization of $3,616 $ 78,384 9.6 Tradenames, net of accumulated amortization of $1,793 32,007 8.8 Developed technology, net of accumulated amortization of $630 5,670 4.5 Identifiable intangible assets, net $ 116,061 Amortization expense related to identifiable intangible assets, which is included in depreciation and amortization, excluding patient equipment depreciation, in the accompanying statements of operations, was $6.0 million for the year ended December 31, 2020. Future amortization expense related to identifiable intangible assets is estimated to be as follows (in thousands): Twelve months ending December 31, 2021 $ 13,336 2022 13,336 2023 13,336 2024 13,336 2025 12,388 Thereafter 50,329 Total $ 116,061 The Company recorded no |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value of Assets and Liabilities | |
Fair Value of Assets and Liabilities | (6) Fair Value of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the Company’s degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases an asset or liability is classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition in the future may cause the Company’s financial instruments to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. During the years ended December 31, 2020 and 2019, the Company did not have any reclassifications in levels. The following table presents the valuation of the Company’s financial assets and liabilities as of December 31, 2020 and 2019 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of December 31, 2020 and 2019. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. (in thousands) Level 1 Level 2 Level 3 December 31, 2020 Assets Money market accounts $ 5,602 $ — $ — Total assets measured at fair value $ 5,602 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 23,941 Acquisition-related contingent consideration-long term — — 9,599 Interest rate swap agreements-short term — 5,941 — Interest rate swap agreements-long term — 10,220 — Contingent consideration common shares liability-short term — — 36,846 Contingent consideration common shares liability-long term — — 33,631 Total liabilities measured at fair value $ — $ 16,161 $ 104,017 (in thousands) Level 1 Level 2 Level 3 December 31, 2019 Assets Money market accounts $ 54,015 $ — $ — Total assets measured at fair value $ 54,015 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825 Acquisition-related contingent consideration-long term — — 9,900 Interest rate swap agreements-short term — 2,157 — Interest rate swap agreements-long term — 6,182 — Contingent consideration common shares liability-short term — — 3,158 Contingent consideration common shares liability-long term — — 6,158 Total liabilities measured at fair value $ — $ 8,339 $ 24,041 Interest Rate Swaps The Company uses interest rate swap agreements to manage interest rate Fair Value Measurement Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and the respective counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of December 31, 2020 and 2019 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities Acquisition-Related Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration liabilities by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Each period, the Company evaluates the fair value of acquisition-related contingent consideration obligations and records any changes in the fair value of such liabilities in other income in the Company’s consolidated statements of operations. At December 31, 2020, contingent consideration liabilities of $23.9 million and $9.6. million were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. At December 31, 2019, contingent consideration liabilities of $4.8 million and $9.9 million were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions is as follows (in thousands): Year Ended December 31, 2020 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 14,725 $ 27,064 $ (4,204) $ (4,176) $ 131 $ 33,540 Year Ended December 31, 2019 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 15,250 $ 12,625 $ (13,000) $ (150) $ — $ 14,725 Contingent Consideration Common Shares Liability The Company estimates the fair value of the contingent consideration common shares liability using a monte-carlo simulation analysis. A monte-carlo simulation is a tool used to project asset prices based on a widely accepted drift calculation, the volatility of the asset, incremental time-steps and a random component known as a Weiner process that introduces the dynamic behavior in the asset price. In this framework, asset prices follow a log-normal distribution as they fluctuate through time, which the simulation process captures. A specific model can be developed around the projected stock price to capture the effects of any market performance conditions on value. Price path specific conditions can be captured in this type of open form model. The monte-carlo process expresses potential future scenarios that when simulated thousands of times can be viewed statistically to ascertain fair value. The contingent consideration common shares contain market conditions to determine whether the shares are earned based on the Company’s common stock price during specified measurement periods. Given the path dependent nature of the requirement in which the shares are earned, a monte-carlo simulation was used to estimate the fair value of the liability. The Company’s common stock price was simulated to each measurement period based on the above described methodology. In each iteration, the simulated stock price was compared to the conditions under which the shares are earned. In iterations where the stock price corresponded to shares being earned, the future value of the earned shares was discounted back to present value. The fair value of the liability was estimated based on the average of all iterations of the simulation. Refer to Note 11, Stockholders’ Equity The following table presents the Company’s hierarchy for non-financial assets measured at fair value on a non-recurring basis (in thousands): December 31, December 31, 2020 2019 Assets: Goodwill (Level 3) $ 998,810 $ 266,791 Identifiable intangible assets, net (Level 3) 116,061 — The fair value allocation related to the Company’s acquisitions are determined using a discounted cash flow approach, or a replacement cost approach, which are based on significant unobservable inputs (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique) or the cost approach. These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows, replacement costs, and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. The Company estimated the fair value of acquired intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows. The Company estimated the fair value of certain acquired intangible assets based on the cost approach using estimated costs consistent with historical experience. The Company believes the estimates and assumptions used in the valuation methods are reasonable. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | (7) Derivative Instruments and Hedging Activities FASB ASC Topic 815, Derivatives and Hedging As discussed in Note 6, Fair Value of Assets and Liabilities The Company is exposed to certain risk arising from economic conditions. The Company principally manages its exposures to interest rate risk through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s variable rate borrowings. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. In the twelve months subsequent to December 31, 2020, the Company estimates that an additional $0.1 million will be reclassified as a reduction to interest expense. As of December 31, 2020 and 2019, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional associated with the swap agreements was $250 million of December 31, 2020 and 2019, and have maturity dates at certain dates through March 2024. Prior to August 22, 2019, the interest rate swap agreements were not designated as cash flow hedging instruments for accounting purposes and accordingly changes in fair value of the interest rate swap agreements were recorded in earning. On August 22, 2019, the Company designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, subsequent to August 22, 2019, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivatives designated as hedging instruments as well as their classification in the consolidated balance sheets at December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,941) $ (2,157) Interest rate swap agreements Other long-term liabilities (10,220) (6,182) Total $ (16,161) $ (8,339) During the year ended December 31, 2020, as a result of the effect of cash flow hedge accounting, the Company recognized a loss of $7.8 million in other comprehensive income (loss). In addition, during the year ended December 31, 2020, $2.8 million was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the year ended December 31, 2019, as a result of the effect of cash flow hedge accounting, the Company recognized income of $3.5 million in other comprehensive income (loss). In addition, during the year ended December 31, 2019, $0.9 million was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the year ended December 31, 2019, as a result of the effect of the Company’s derivative financial instruments that were not designated as hedging instruments, the Company recognized $12.4 million in interest expense, net in the accompanying consolidated statements of operations. |
Deferred Financing Costs
Deferred Financing Costs | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Financing Costs | |
Deferred Financing Costs | (8) Deferred Financing Costs The change in the carrying amount of deferred financing costs for the years ended December 31, 2020 and 2019 was as follows: Year Ended December 31, 2020 2019 Balance at beginning of period $ 7,853 $ 2,258 Capitalized fees 13,049 9,028 Amortization (1,876) (1,312) Write-off due to debt refinancing (5,316) (2,121) Balance at end of period $ 13,710 $ 7,853 Amortization expense relating to deferred financing costs was $1.9 million and $1.3 million during the years ended December 31, 2020 and 2019, respectively, and is included in interest expense, net in the accompanying consolidated statements of operations. The write-off of deferred financing costs is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the years ended December 31, 2020 and 2019. The December 31, 2020 balance of deferred financing costs of $13.7 million is estimated to be recorded to amortization expense as follows, which is affected for the January 2021 debt refinancing (see Note 21, Subsequent Events (in thousands) 2021 $ 4,243 2022 1,650 2023 1,650 2024 1,650 2025 1,650 Thereafter 2,867 $ 13,710 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | (9) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2020 and 2019 consisted of the following (in thousands): December 31, December 31, 2020 2019 Accounts payable $ 191,038 $ 79,237 Employee related accruals 26,705 12,320 Accrued interest 11,062 4,022 Other 25,407 7,149 Total $ 254,212 $ 102,728 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Debt | (10) Debt The following is a summary of long-term debt as of December 31, 2020 and 2019 (in thousands): December 31, December 31, 2020 2019 Secured term loans $ 248,438 $ 246,250 Revolving credit facility 55,000 12,000 Senior unsecured notes 350,000 — Note payable 143,500 143,500 Other 333 1,725 Unamortized deferred financing fees (12,557) (6,642) 784,714 396,833 Current portion (8,146) (1,721) Long-term portion $ 776,568 $ 395,112 Interest expense related to long-term debt agreements, including amortization of deferred financing costs and payments made under the Company’s interest rate swap agreements, for the years ended December 31, 2020 and 2019 was $42.0 million and $27.8 million, respectively. In July 2020, the Company refinanced its then existing debt borrowings and entered into a new credit agreement with a new bank group (the 2020 Credit Agreement). The 2020 Credit Agreement consisted of a $250 million term loan (the 2020 Term Loan) and $200 million in commitments for revolving credit loans with a $15 million letter of credit sublimit (the 2020 Revolver), both with maturities in July 2025. The amount borrowed under the 2020 Term Loan bore interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined in the 2020 Credit Agreement) for the applicable interest period, plus (b) an applicable margin ranging from 2.50% to 3.75% per annum based on the Consolidated Total Leverage Ratio (as defined in the 2020 Credit Agreement). The 2020 Revolver carried a commitment fee during the term of the 2020 Credit Agreement ranging from 0.25% to 0.50% per annum of the average daily undrawn portion of the 2020 Revolver based on the Consolidated Total Leverage Ratio. In connection with the 2020 Credit Agreement, the Company paid deferred financing costs of $2.7 million; such costs were being amortized over the term of the related debt, which is included in interest expense, net in the accompanying consolidated statements of operations. In January 2021, the Company refinanced its debt borrowings under the 2020 Credit Agreement. A portion of the net proceeds from such refinancing was used to repay existing amounts outstanding under the 2020 Credit Agreement. See Note 21, Subsequent Events Under the 2020 Credit Agreement, the Company was subject to several restrictive covenants that, among other things, imposed operating and financial restrictions on the Company. Financial covenants included a Consolidated Total Leverage Ratio and a Consolidated Fixed Charge Coverage Ratio, as defined in the 2020 Credit Agreement. The 2020 Credit Agreement also contained certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, and non-compliance with healthcare laws. In March 2019, the Company entered into several agreements, amendments and new credit facilities (herein after referred to as the March 2019 Recapitalization Transactions). The March 2019 Recapitalization Transactions included $425 million in new credit facilities, which consisted of a $300 million Initial Term Loan, $50 million Delayed Draw Term Loan, and $75 million Revolving Credit Facility, collectively referred to herein as the 2019 Credit Facility. Amounts borrowed under the 2019 Credit Facility bore interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio (as defined in the 2019 Credit Facility). In November 2019, the Company repaid $50 million under the Initial Term Loan using the proceeds received from the transactions completed as part of the Business Combination. In July 2020, the Company amended the 2019 Credit Facility and borrowed $216.3 million; such proceeds were used to partially fund an acquisition. In connection with this amendment, the Company paid deferred financing costs of $1.9 million. The Company used a portion of the net proceeds from the borrowings under the 2020 Term Loan and the issuance of the 2020 Senior Unsecured Notes (see discussion below) to fully repay the outstanding principal balances under the 2019 Credit Facility totaling $523.9 million, and to pay the related accrued interest, fees and expenses. Further, in connection with executing the 2020 Credit Agreement, the Company wrote off unamortized deferred financing costs of $5.3 million related to the 2019 Credit Facility, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the year ended December 31, 2020. The proceeds from the March 2019 Recapitalization Transactions were used to (1) repay existing amounts outstanding under the Company’s then existing credit facility of $151.9 million, (2) pay transaction costs, fees and expenses related to the consummation of the transactions contemplated under the agreement (see Note and Unit Purchase Agreement discussed below), (3) pay a $250 million distribution to AdaptHealth Holdings’ members, and (4) redeem certain members’ interests, including the cumulative preferred dividends, for $3.7 million. In addition, the Company paid deferred financing costs of $9.0 million. Further, the Company wrote off unamortized deferred financing costs of $2.1 million, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the year ended December 31, 2019. Secured Term Loans The borrowing under the 2020 Term Loan required quarterly principal repayments of $1.6 million beginning September 30, 2020 through June 30, 2022, increasing to $3.1 million beginning September 30, 2022 through June 30, 2025, and the unpaid principal balance was due at maturity in July 2025. At December 31, 2020, there was $248.4 million outstanding under the 2020 Term Loan. The interest rate under the 2020 Term Loan was 3.44% at December 31, 2020. In January 2021, the Company refinanced its debt borrowings under the 2020 Credit Agreement. A portion of the net proceeds from such refinancing was used to repay existing amounts outstanding under the 2020 Term Loan of $246.9 million plus accrued interest. See Note 21, Subsequent Events Revolving Credit Facility During 2020, the Company borrowed $55.0 million under the 2020 Revolver which was outstanding at December 31, 2020. Borrowings under the 2020 Revolver could be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2020 Credit Agreement. The interest rate under the 2020 Revolver was 3.44% at December 31, 2020. After consideration of stand-by letters of credit outstanding of $4.3 million, the remaining maximum borrowings available pursuant to the 2020 Revolver were $140.7 million at December 31, 2020. In January 2021, the Company refinanced its debt borrowings under the 2020 Credit Agreement. A portion of the net proceeds from such refinancing was used to repay existing amounts outstanding under the 2020 Revolver of $55.0 million plus accrued interest. See Note 21, Subsequent Events Senior Unsecured Notes In July 2020, the Company issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes due 2028 (the 6.125% Senior Notes). The 6.125% Senior Notes will mature on August 1, 2028. Interest on the 6.125% Senior Notes is payable on February 1st and August 1st of each year, beginning on February 1, 2021. The 6.125% Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after August 1, 2023, and the redemption price for the Senior Notes if redeemed during the 12 months beginning (i) August 1, 2023 is Senior Notes before August 1, 2023 at a redemption price of Senior Notes before August 1, 2023 with the proceeds from certain equity offerings at a redemption price equal to Note Payable In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company issued a promissory note with a principal amount of $100 million (the Promissory Note) and the Company also received proceeds of $20 million for the purchase of members’ interests. In connection with the transactions completed as part of the Business Combination, the Promissory Note was replaced with a new amended and restated promissory note with a principal amount of $100 million, and the investor converted certain of its members’ interests to a $43.5 million promissory note. The new $100 million promissory note, together with the $43.5 million promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal balance under the New Promissory Note is due on November 8, 2029, and bears interest at the following rates (a) for the period starting on the closing date and ending on the seventh anniversary, a rate of 12% per annum, and (b) for the period starting on the day after the seventh anniversary of the closing date and ending on the maturity date, a rate equal to the greater of (i) 15% per annum or (ii) the twelve-month LIBOR plus 12% per annum. Under the New Promissory Note, the Company had the option to pay 6% of the interest in cash and 6% Payment in Kind (PIK). The Company elected to pay the PIK interest in cash during all periods. At any time following September 20, 2021, the Company may prepay, in whole (but not in part), the outstanding principal amount, together with all accrued and unpaid interest thereon. If the Company elects to prepay the New Promissory Note prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from September 21, 2021 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. In addition, if the Company desires to consummate any Qualified Acquisition (as defined in the New Promissory Note) without the consent of the investor, the Company may proceed with such acquisition if the New Promissory Note is prepaid at the closing of such acquisition. If such acquisition occurs prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from September 21, 2020 through September 20, 2021 is 15%, from September 21, 2021 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. Further, if a Sale of the Company (as defined in the New Promissory Note) occurs prior to the maturity date, then, effective immediately prior to and contingent upon the consummation of such transaction, the outstanding principal, together with all accrued and unpaid interest, shall be due and payable. If such transaction occurs prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from November 8, 2019 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. In connection with the Business Combination, the investor generated taxable income and a current federal and state income tax liability of $5.9 million on the exchange of its members’ interests. Under the terms of the Merger Agreement, all investors indemnified the Company for all taxes attributable to periods prior to or on the closing date of the Business Combination. Accordingly, the Company recorded an indemnification asset of such amount, included in Prepaid and other current assets, and a corresponding current liability included in Other liabilities, in the accompanying consolidated balance sheets as of and December 31, 2019. This amount is no longer outstanding as of December 31, 2020. In May 2020, the Company and the investor entered into a Put/Call Option and Consent Agreement (the Put/Call Agreement), pursuant to which certain put and call rights were granted to the parties with respect to shares of Class A Common Stock, shares of Class B Common Stock, and common units of AdaptHealth Holdings (each such common unit, together with one share of Class B Common Stock, a Consideration Unit) held by the investor. Pursuant to the Put/Call Agreement, during the period from the closing of the Company’s acquisition of Solara to October 31, 2020, which was subsequently extended to December 31, 2020 pursuant to an amendment to the Put/Call Agreement executed by the parties in October 2020 (the Option Period), the investor could require the Company to purchase up to 1,898,967 shares of Class A Common Stock and/or Consideration Units held by the investor (such shares of Class A Common Stock and Consideration Units, collectively, Interests) at a price per share of Class A Common Stock or per Consideration Unit equal to the greater of (x) $14.50 and (y) 85% of the 30-day volume-weighted average price per share of the Company’s Class A Common Stock on the date the exercise notice is delivered. During the Option Period, the Company could also require the investor to sell up to 1,898,967 of the Interests held by the investor to the Company at a price per share of Class A Common Stock or per Consideration Unit of $15.76. In addition, under the Put/Call Agreement, the investor waived certain consent rights under the New Promissory Note, and the Company irrevocably agreed to pay all PIK interest payable under the New Promissory Note following the closing of the acquisition of Solara in cash rather than through an increase in the principal amount of the notes. In connection with the Put/Call Agreement, during the year ended December 31, 2020, the Company recorded a decrease to additional paid-in capital and accumulated deficit of $2.7 million, representing the estimated net fair value of the related call and put option. In December 2020, the Company exercised its call option and purchased 1,898,967 shares of Class A Common Stock from the investor for $29.9 million, which was recorded as a decrease to additional paid-in capital during the year ended December 31, 2020. The future maturity of total debt, excluding unamortized deferred financing fees, at December 31, 2020 is as follows, which reflects the provisions of the January 2021 completed debt refinancing (in thousands). See Note 21, Subsequent Events Twelve months ended December 31, 2021 $ 303,771 2022 — 2023 — 2024 — 2025 — Thereafter 493,500 Total debt maturity $ 797,271 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | (11) Stockholders' Equity The completion of the Business Combination (the Closing) occurred on November 8, 2019, refer to Note 1, Nature of Business Upon the Closing of the Business Combination, the former owners of AdaptHealth Holdings held approximately 49% of the economic interest in AdaptHealth Corp. and the former stockholders of DFB held the remaining approximate 51% of the economic interests in AdaptHealth Corp., both in the form of shares of the Company’s Class A Common Stock. In addition, AdaptHealth Corp. owned approximately 56% of the combined company with the remaining 44% owned by the former owners of AdaptHealth Holdings in the form of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing (New AdaptHealth Units). Following the Closing of the Business Combination, the combined results of DFB and AdaptHealth Holdings are consolidated, and the holders of Class A Common Stock owned an approximate 56% direct controlling interest and the holders of New AdaptHealth Units owned an approximate 44% direct noncontrolling economic interest shown as noncontrolling interest in the consolidated financial statements of the combined entity. The direct noncontrolling economic interest in AdaptHealth Holdings held by the owners of AdaptHealth Holdings is in the form of New AdaptHealth Units (and a corresponding number of non-economic shares of Class B Common Stock) and are exchangeable on a one-to-one basis for shares of Class A Common Stock. Following the Closing, 17,209,739 New AdaptHealth Units and a corresponding number of shares of Class B Common Stock were exchanged for shares of Class A Common Stock, of which 16,659,739 and 550,000 of the exchanges occurred during the years ended December 31, 2020 and 2019, respectively. In addition, during the year ended December 31, 2020, certain members of the Company’s management exchanged 1,507,808 New AdaptHealth Units and a corresponding number of shares of Class B Common Stock for cash of $44.3 million in order to provide for the payment of capital gains tax obligations resulting from such exchange. The cumulative amount of exchanges of New AdaptHealth Units and the corresponding number of shares of Class B Common Stock through December 31, 2020 have resulted in the holders of New AdaptHealth Units owning approximately 12% direct noncontrolling economic interest in AdaptHealth Holdings as of such date. The approximately 12% direct noncontrolling economic interest will continue to decrease as New AdaptHealth Units are exchanged for shares of Class A Common Stock. See Note 21, Subsequent Events The following table sets forth the net assets of DFB at the Closing (in thousands): Cash and cash equivalents $ 43,912 Current assets 71 Current liabilities (11,215) Net assets of DFB $ 32,768 The following table sets forth the sources and uses of cash in connection with the Business Combination (in thousands): Sources DFB's cash and cash equivalents on hand $ 43,912 Private placement (1) 125,000 Total Sources $ 168,912 Uses Cash to balance sheet (2) $ 52,845 Legacy AdaptHealth Holdings LLC redemptions (3) 20,000 Debt repayment (4) 81,500 Transaction expenses (5) 14,567 Total Uses $ 168,912 (1) Represents the issuance and sale, in a private placement consummated concurrently with the Closing, of 12,500,000 shares of Class A Common Stock. (2) Represents remaining cash used to fund operations and working capital needs of the Company after the Closing of the Business Combination. (3) Represents cash that was used to fund redemptions made by legacy AdaptHealth Holdings investors. (4) Represents the amount of debt that the combined company paid down upon closing of the Business Combination. (5) Represents the amount of transaction expenses paid in connection with the Closing of the Business Combination, including costs incurred by the Company and accrued costs incurred by DFB prior to the Closing of the Business Combination, that were paid upon closing. In connection with the Business Combination, the Company filed its Second Amended and Restated Certificate of Incorporation to increase the total number of shares of all classes of capital stock which the Company is authorized to issue to 250,000,000 shares, consisting of 210,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, 35,000,000 shares of Class B Common Stock with a par value of $0.0001 per share, and 5,000,000 shares of Preferred Stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. The shares of Preferred Stock shall be issued with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. In July 2020, the Company received gross proceeds of $190.0 million in connection with the sale of 10,930,471 shares of Class A Common Stock and 39,706 shares of Series A Preferred Stock pursuant to a private placement transaction. In addition, in July 2020, the Company received gross proceeds of $35.0 million in connection with the sale of 35,000 shares of Series B-2 Preferred Stock pursuant to a private placement transaction. The proceeds from these transactions were used to partially fund an acquisition. In connection with these transactions, the Company paid offering costs of $1.6 million. In September 2020, the 39,706 shares of Series A Preferred Stock were converted into 2,887,709 shares of Class A Common Stock. In addition, in September 2020, the 35,000 shares of Series B-2 Preferred Stock were converted into 25,454.55 shares of Series B-1 Preferred Stock (see below for a discussion of the Company’s outstanding Series B-1 Preferred Stock). In July 2020, the Company issued 9,200,000 shares of Class A Common Stock at a price of $15.50 per share pursuant to an underwritten public offering and received gross proceeds of $142.6 million. In connection with this transaction, the Company paid offering costs, inclusive of the underwriting discount, of $10.1 million. Preferred Stock In June 2020, the Company entered into an exchange agreement (the Exchange Agreement) with an investor pursuant to which the investor exchanged 15,810,547 shares of the Company’s Class A Common Stock for 158,105.47 shares of Series B-1 Preferred Stock, par value $0.0001 per share. The Series B-1 Preferred Stock liquidation preference is limited to its par value of $0.0001 per share. The Series B-1 Preferred Stock will participate equally and ratably on an as-converted basis with the holders of Class A Common Stock in all cash dividends paid on the Class A Common Stock. The Series B-1 Preferred Stock is non-voting. The holder may convert each share of Series B-1 Preferred Stock into 100 shares of Class A Common Stock (subject to certain anti-dilution adjustments) at its election, except to the extent that following such conversion, the number of shares of Class A Common Stock held by such holder and its affiliates exceed 4.9% of the outstanding Class A Common Stock of the Company. In December 2020, 20,000 shares of Series B-1 Preferred Stock were converted into 2,000,000 shares of Class A Common Stock. March 2019 Recapitalization Transactions As discussed in Note 10, Debt Warrants At the Closing of the Business Combination, the Company had 12,666,666 warrants outstanding. Each warrant is exercisable into one share of Class A Common Stock at a price of $11.50 per share. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for the issuance of common stock at a price below its exercise price. During the year ended December 31, 2020, 6,254,803 warrants were exercised in cashless transactions resulting in the issuance of 1,973,707 shares of Class A Common Stock, which included the redemption of Public Warrants (see below). In addition, during the year ended December 31, 2020, 2,131,315 warrants were exercised for cash proceeds of $24.5 million, resulting in the issuance of 2,131,315 shares of Class A Common Stock. As of December 31, 2020, the Company had 4,280,548 warrants outstanding, which have an expiration date of November 20, 2024. Redemption of Public Warrants On August 4, 2020, the Company announced its intention to redeem all of its outstanding public warrants (the Public Warrants) to purchase shares of the Company’s Class A Common Stock, that were issued under the Warrant Agreement, dated February 15, 2018 (the Warrant Agreement), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agent), as part of the units sold in the Company’s initial public offering (the IPO), for a redemption price of $0.01 per Public Warrant (the Redemption Price), that remained outstanding on September 2, 2020 (the Redemption Date). Warrants to purchase common stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and still held by the initial holders thereof or their permitted transferees were not subject to this redemption. Under the terms of the Warrant Agreement, the Company was entitled to redeem all of the outstanding Public Warrants if the last sales price of the Company’s Class A Common Stock was at least $18.00 per share on each of twenty trading days within any thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. At the direction of the Company, the Warrant Agent delivered a notice of redemption to each of the registered holders of the outstanding Public Warrants. In addition, in accordance with the Warrant Agreement, the Company elected to require that, upon delivery of the notice of redemption, all Public Warrants were to be exercised only on a “cashless basis.” Accordingly, holders were no longer able to exercise Public Warrants and receive common stock in exchange for payment in cash of the $11.50 per warrant exercise price. Instead, a holder exercising a Public Warrant was deemed to pay the $11.50 per warrant exercise price by the surrender of 0.6144 of a share of common stock (such fraction determined as described below) that such holder would have been entitled to receive upon a cash exercise of a Public Warrant. Accordingly, by virtue of the cashless exercise of the Public Warrants, exercising warrant holders received 0.3856 of a share of common Stock for each Public Warrant surrendered for exercise. Any Public Warrants that remained unexercised on the Redemption Date were voided and no longer exercisable, and the holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price. The number of shares of Class A Common Stock that each exercising warrant holder received by virtue of the cashless exercise (instead of paying the $11.50 per Public Warrant cash exercise price) was calculated in accordance with the terms of the Warrant Agreement and was equal to the quotient obtained by dividing (x) the product of the number of shares underlying the Public Warrants held by such warrant holder, multiplied by the difference between $18.7175, the average last sale price of the Company’s Class A Common Stock for the ten trading days ending on July 29, 2020, the third trading day prior to the date of the redemption notice (the Fair Market Value) and $11.50, by (y) the Fair Market Value. If any holder of Public Warrants would, after taking into account all of such holder’s Public Warrants exercised at one time, be entitled to receive a fractional interest in a share of common stock, the number of shares the holder was entitled to receive was rounded down to the nearest whole number of shares. During the year ended December 31, 2020, 2,285,410 Public Warrants were redeemed resulting in the issuance of 881,239 shares of Class A Common Stock. As a result of these transactions, there are no Public Warrants outstanding. Contingent Consideration Common Shares Pursuant to the Merger Agreement, the former owners of AdaptHealth Holdings who received Class A Common Stock and Class B Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the average price of the Company’s Class A Common Stock for the month of December prior to each measurement date equals or exceeds certain hurdles set forth in the Merger Agreement (Contingent Consideration Common Shares). The former owners of AdaptHealth Holdings are entitled to receive up to an additional 1,000,000 shares of Class A Common Stock on each of December 31, 2020, 2021 and 2022 (each a measurement date) and such average stock price hurdles are $15, $18 and $22 at each measurement date, respectively. The Contingent Consideration Common Shares would be issued immediately in the event of a change of control as defined in the Merger Agreement. The estimated fair value of the Contingent Consideration Common Shares is recorded as a liability in the Company’s consolidated balance sheet, with such fair value reclassed to stockholders’ equity upon the issuance of any shares that are earned. Prior to issuance, the change in the estimated fair value of such shares each period is recognized as a non-cash charge in the Company’s consolidated statements of operations. The average stock price of the Company’s Class A Common Stock was greater than $15 per share for the applicable measurement period as of the December 31, 2020 measurement date, which triggered the issuance of 1,000,000 Contingent Consideration Common Shares at such date. A reconciliation of the changes in the contingent consideration common share liability related to the Contingent Consideration Common Shares during the year ended December 31, 2020 was as follows (in thousands): Estimated fair value of contingent consideration common shares liability at December 31, 2019 $ 9,316 Change in estimated fair value of the contingent consideration common shares liability 98,717 Reclassification of contingent consideration common shares liability to equity (37,556) Estimated fair value of contingent consideration common shares liability at December 31, 2020 $ 70,477 The total estimated fair value of the contingent consideration common shares liability at December 31, 2020 is classified as a current liability ( $36.9 The increase in the estimated fair value of the contingent consideration common shares liability of $98.7 million during the year ended December 31, 2020 was recorded as a non-cash charge in the Company’s consolidated statements of operations during such period. As discussed above, during the year ended December 31, 2020, 1,000,000 shares of Class A Common Stock were issued in connection with a portion of the Contingent Consideration Common Shares which were earned. As a result, the estimated fair value related to such shares of $37.6 million at December 31, 2020 was reclassified to stockholders’ equity, resulting in the shares being reflected as issued and outstanding Class A Common Stock at a par value of $0.0001 per share, and the incremental fair value amount was recorded as an increase to additional paid-in capital. Refer to Note 20, Quarterly Financial Information (Unaudited) Equity-based Compensation On November 7, 2019, the stockholders of the Company approved the AdaptHealth Corp. 2019 Stock Incentive Plan (the 2019 Plan), effective upon closing of the Business Combination. In connection with the 2019 Plan, the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and directors. The 2019 Plan permits the grant of up to 8,000,000 shares of Class A Common Stock, subject to certain adjustments and limitations. The following awards were granted in connection with the 2019 Plan during the years ended December 31, 2020 and 2019. Stock Options In November 2019, the Company granted 3,416,666 options to purchase shares of Class A Common Stock of the Company to certain senior management employees that have an exercise price of $11.50 per share and a contractual exercise period of ten years from the date of grant. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $7.2 million. In April 2020, the Company granted 47,335 options to purchase shares of Class A Common Stock of the Company to an employee that have an exercise price of $16.25 per share. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $0.3 million. The vesting conditions relating to the total 3,464,001 options included a defined performance condition with a measurement period during the year ended December 31, 2020, and also a service condition. The performance condition was satisfied, resulting in 1,154,667 options vesting on December 31, 2020. The remaining unvested options are eligible to vest based on the satisfaction of a service condition, with 1,154,667 eligible to vest on each of December 31, 2021 and 2022, subject to the employees’ continuous employment through the applicable vesting date. The Company has no other options outstanding as of December 31, 2020. The assumptions used to determine the grant-date fair value of the stock options granted during the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Expected volatility 40.7 % 35.9 % Risk-free interest rate 0.4 % 1.7 % Expected term 6.0 years 6.0 years Dividend yield N/A N/A Restricted Stock During the year ended December 31, 2020, the Company granted the following shares of restricted stock: ● 969,583 shares to various employees and non-employee directors, which primarily vest ratably over the three and four-year periods following the grant dates, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of these awards was $18.3 million. ● 850,219 shares to various employees which vest based on certain performance conditions, subject to the employees’ continuous employment through the applicable vesting dates. The grant-date fair value of these awards was $16.3 million. ● 300,000 shares to an employee in conjunction with an acquisition. Of the total shares granted, 250,000 were eligible to vest based on certain performance conditions, subject to the employee's continuous employment through the applicable vesting date. The remaining 50,000 shares were scheduled to vest 25% annually on December 31, 2020 through 2023, subject to the employee's continuous employment through the applicable vesting date. The grant-date fair value of the award was $4.9 million. During 2020, the employee terminated from the Company, and at the termination date 125,000 shares vested pursuant to the terms of the original grant agreement and the Company accelerated the vesting of an additional 50,000 shares, and the remaining 125,000 shares were forfeited. The Company recorded equity-compensation expense of $3.9 million during the year ended December 31, 2020 in connection with the vested shares, including the shares in which vesting was accelerated. During the year ended December 31, 2019, the Company granted the following shares of restricted stock: ● 410,000 shares to certain executive officers, with one -third of the shares eligible to vest on each of December 31, 2020, 2021 and 2022 based on a certain market condition, subject to the employee’s continuous employment with the Company through such vesting date. The grant-date fair value of the awards, using a Monte Carlo simulation analysis, was $1.2 million. Based on the outcome of the market condition as of the December 31, 2020 measurement date, 136,667 shares vested on such date. ● 491,250 shares to various employees and non-employee directors, which primarily vest ratably over the four-year period following the grant date, subject to the employee’s continuous employment through the applicable vesting date. The grant-date fair value of these awards was $4.0 million. Activity related to the Company’s non-vested restricted stock grants for the years ended December 31, 2020 and 2019 is presented below (in thousands, except per share data): Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at December 31, 2018 — — Granted 901 $ 5.83 Non-vested balance at December 31, 2019 901 $ 5.83 Granted 2,120 $ 18.60 Vested (541) $ 10.78 Forfeited (232) $ 15.97 Non-vested balance at December 31, 2020 2,248 $ 15.60 Incentive Units AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. The Incentive Units were intended to constitute profits interests and were granted for purposes of enabling such individuals to participate in the long-term growth and financial success of the Company and were issued in exchange for services to be performed. With respect to the 2019 Incentive Units, 50% of the awards were scheduled to vest in equal annual installments on each of the first four one-year The assumptions used to determine the grant-date fair value of the 2019 Incentive Units was as follows: Expected volatility (1) 40.0 % Risk-free interest rate (2) 2.0 % Expected term (3) 1.5 years Discount for lack of marketability (4) 25.0 % (1) (2) (3) (4) In connection with the Business Combination, certain members of management were awarded shares of the Company’s Class A Common Stock for services performed. The fair value of these immediately vested shares was $3.2 million and was recognized as equity-based compensation expense on the grant date during the year ended December 31, 2019. During the years ended December 31, 2020 and 2019, the Company granted 57,069 and 36,480 fully vested shares of Class A Common Stock to various employees of the Company. These shares had a grant-date fair value of $1.1 million and $0.3 million, respectively, which was recognized as equity-based compensation expense during the years ended December 31, 2020 and 2019, respectively. The Company recorded equity-based compensation expense of $18.7 million during the year ended December 31, 2020, of which $10.8 million and $7.9 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recognized a $2.1 million reduction to income tax expense for the year ended December 31, 2020 as a result of excess tax benefits associated with equity-based compensation; there were no such amounts recognized during the year ended December 31, 2019. The Company recorded equity-based compensation expense of $11.1 million during the year ended December 31, 2019, which is included in general and administrative expenses in the accompanying consolidated statements of operations. The expense during the year ended December 31, 2019 included $2.7 million in connection with the acceleration of vesting of the 2018 Incentive Units and $2.2 million for the modification of the awards relating to the cash distributions discussed above. At December 31, 2020, there was $29.1 million of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average term of 2.8 years. At December 31, 2020, approximately 1.7 million shares of the Company’s Class A Common Stock are available for issuance under the 2019 Plan. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per share | |
Earnings (Loss) Per Share | (12) Earnings (Loss) Per Share The Business Combination was accounted for as a reverse recapitalization by which AdaptHealth Holdings issued stock for the net assets of the Company accompanied by a recapitalization. Earnings per share (EPS) has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company calculates diluted earnings per share using the more dilutive of the treasury stock method and the two-class method after giving effect to all potential dilutive common stock. The Company’s potentially dilutive securities include potential common shares related to outstanding warrants, contingent consideration shares, unvested restricted stock, outstanding stock options and outstanding preferred stock. Refer to Note 11, Stockholders’ Equity Diluted EPS considers the impact of potentially dilutive securities except when the potential common shares have an antidilutive effect. The Company’s outstanding preferred stock are considered participating securities, thus requiring the two-class method of computing EPS. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. Computations of basic and diluted EPS were as follows based on the weighted average number of common shares outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination (in thousands, except per share data): Year Ended December 31, 2020 2019 Numerator Net loss attributable to AdaptHealth Corp. $ (64,481) $ (17,062) Less: Earnings allocated to participating securities (1) — — Basic and diluted earnings - Net loss attributable to AdaptHealth Corp. after allocation to participating securities $ (64,481) $ (17,062) Denominator (1), (2) Basic and diluted weighted-average common shares outstanding 52,488 22,557 Basic and diluted loss per share $ (1.23) $ (0.76) (1) The Company's preferred stock are considered participating securities. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. There were participating securities outstanding for the year ended December 31, 2020. There were no participating securities outstanding for the year ended December 31, 2019. There was no amount allocated to the participating securities during the year ended December 31, 2020 due to the net loss recorded in that period. (2) The number of shares in the diluted loss per share calculation for the years ended December 31, 2020 and 2019 are the same as the number of shares used in the basic loss per share calculation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive due to the net loss recorded in those periods. . |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Capital Lease Obligations | |
Capital Lease Obligations | (13) Capital Lease Obligations The Company has acquired patient medical equipment and supplies, and office equipment through multiple capital leases. The capital lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly at various interest rates. Interest expense related to capital leases was $0.1 million and $0.2 million for the years ended December 31, 2020 and 20219, respectively. As of December 31, 2020, future annual minimum payments required under lease obligations are as follows (in thousands): Twelve months ending December 31, 2021 $ 22,390 2022 797 2023 144 Total 23,331 Less amount representing interest (182) 23,149 Current portion (22,282) Long-term portion $ 867 At December 31, 2020 and 2019, equipment under capital leases consisted of patient equipment with a cost basis of approximately $43.3 million and $39.1 million, respectively, and accumulated depreciation of approximately $13.0 million and $11.7 million, respectively. Depreciation expense for equipment purchased under capital leases is primarily included in cost of net revenue in the accompanying consolidated statements of operations. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Lease Commitments | |
Lease Commitments | (14) Lease Commitments The Company leases its office facilities and office equipment under noncancelable lease agreements which expire at various dates through March 2033. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain patient medical equipment with such leases set to expire at various dates through May 2022. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. Accordingly, the Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and the amount payable under the lease as deferred rent. The deferred rent recorded in accounts payable and accrued expenses on the accompanying consolidated balance sheets at December 31, 2020 and 2019 was $1.4 million and $1.1 million, respectively. The Company recorded rent expense of $16.8 million and $10.3 million for the years ended December 31, 2020 and 2019, respectively. These amounts are primarily included in cost of net revenue in the accompanying consolidated statements of operations. The minimum annual lease commitments under noncancelable leases with initial or remaining terms in excess of one year as of December 31, 2020 are as follows (in thousands): Twelve months ending December 31, 2021 $ 18,403 2022 14,893 2023 11,788 2024 9,055 2025 5,960 Thereafter 15,646 Total minimum payments required (a) $ 75,745 (a) Minimum payments have not been reduced by minimum sublease rentals of $1.9 million due in the future under noncancelable subleases. . |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Plans | |
Retirement Plans | (15) Retirement Plans At December 31, 2020 and 2019, the Company has a single consolidated retirement plan (the AdaptHealth Plan) which includes its subsidiaries’ 401(k) plans with one exception: the Royal Homestar 401(k) plan is administered by a noncontrolling interest. The AdaptHealth Plan allows employees to contribute up to the annual limitation imposed by the Internal Revenue Code. Beginning on January 1, 2020, the Company makes matching contributions to the AdaptHealth Plan. The Company, at its discretion, may make matching contributions to the Royal Homestar 401(k) plan. During the year ended December 31, 2020, the Company recorded matching contribution expense of $1.5 million related to the AdaptHealth Plan. The Company recorded an immaterial amount of matching contribution expense for the Royal Homestar 401(k) plan during the years ended December 31, 2020 and 2019. |
Self-Insured Plans
Self-Insured Plans | 12 Months Ended |
Dec. 31, 2020 | |
Self Insured Plans | |
Self Insured Plans [Text Block] | (16) Self-Insured Plans The Company was self-insured for its employees’ medical, auto and workers’ compensation claims during 2020 and 2019. The Company purchased medical stop loss insurance that covers the excess of each specific loss over $175,000 in 2020 and 2019, and aggregate losses that exceed the greater of the calculated aggregate stop loss threshold or the minimum aggregate stop loss threshold. In 2020 and 2019, the Company purchased workers’ compensation stop loss insurance which has occurrence-based limits that vary by state based on statutory rules. The Company is subject to an aggregate annual limit. Self-insurance reserves include estimates of both known claims filed and estimates of claims incurred but not reported (IBNR). The Company uses historical paid claims information to estimate its claims liability. The liability for IBNR was $3.5 million and $1.2 million as of December 31, 2020 and 2019, respectively. This liability is included within accounts payable and accrued expenses in the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (17) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. The Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS), in May 2018, the Company assumed a Corporate Integrity Agreement (CIA) at one of PPS’ subsidiaries, Braden Partners L.P. d/b/a Pacific Pulmonary Services (BP). The CIA was entered into with the Office of Inspector General of the U.S. Department of Health and Human Services (OIG). The CIA has a five-year term which expires in April 2022. In connection with the acquisition and integration of PPS by AdaptHealth, the OIG confirmed that the requirements of the CIA imposed upon BP would only apply to the operations of BP and therefore no operations of any other AdaptHealth affiliate are subject to the requirements of the CIA following the acquisition. On January 17, 2021, the OIG notified PPS that its report for the period ended March 31, 2020 had been accepted and PPS had satisfied its obligations under the CIA as of such date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | (18) Related Party Transactions The Company has an outstanding note payable with a principal balance of $143.5 million with an investor who also has equity ownership in the Company (see Note 10, Debt The Company and two of its executive officers and shareholders own an equity interest in a vendor of the Company that provides automated order intake software. Each individual’s equity ownership is less than 1%. The expense related to this vendor was $2.6 million and $2.0 million for the years ended December 31, 2020 and 2019, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. On December 31, 2014, an executive of AdaptHealth Holdings borrowed approximately $1.0 million to acquire membership interests in AdaptHealth Holdings, which was recorded as a reduction to members’ equity at that time. The principal was due in full at maturity on December 31, 2021. Monthly payments were due of interest only at a rate of 1.9% per annum starting in February 2015. As part of the transactions completed in connection with the Business Combination, the loan was forgiven, resulting in an expense of approximately $1.0 million, which is included in general and administrative expenses in the accompanying statements of operations during the year ended December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | (19) Income Taxes On January 2, 2021, the Company completed a corporate restructuring to simplify its tax structure (the Tax Restructuring). In connection with the Tax Restructuring, on January, 1, 2021, all remaining outstanding shares of Class B Common Stock, together with a corresponding number of New AdaptHealth Units, were exchanged for shares of Class A Common Stock. After these exchanges, AdaptHealth Holdings filed an entity classification election with the Internal Revenue Service, electing to be treated as a taxable corporation for U.S. federal income tax purposes effective January 2, 2021. See Note 21, Subsequent Events As a result of the Business Combination and prior to the Tax Restructuring, the Company was subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of AdaptHealth Holdings. AdaptHealth Holdings was treated as a partnership for U.S. income tax purposes and generally did not pay income taxes in most jurisdictions. Instead, AdaptHealth Holdings’ taxable income or loss was passed through to its members, including the Company. Additionally, the Company was subject to U.S. federal, state, and local income taxes on the taxable income or loss of the underlying C-corporations in the AdaptHealth group where taxes are paid at the entity level. As a result of the Tax Restructuring, the Company is subject to U.S. federal, state, and local income taxes on materially all of its earnings. The current and deferred income tax expense (benefit) for the years ended December 31, 2020 and 2019 is as follows (in thousands): Year Ended December 31, 2020 2019 Current: Federal $ 5,608 $ (961) State 3,538 1,222 9,146 261 Deferred: Federal (16,587) 371 State (4,514) 107 (21,101) 478 Total income tax (benefit) expense $ (11,955) $ 739 A reconciliation of the effective income tax rate with the applicable statutory federal income tax rate for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Federal tax at statutory rate 21.0 % 21.0 % Non‑taxable income (0.1) % (36.9) % State income taxes, net of federal benefit 4.0 % (7.4) % Change in valuation allowance (1.2) % 5.1 % Change in fair value of contingent consideration (12.9) % (1.6) % Deferred adjustments 5.0 % 14.4 % Other 1.0 % 0.2 % Effective income tax rate 16.8 % (5.2) % Deferred income tax assets and liabilities are comprised of the following at December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Deferred income tax assets: Accounts receivable $ 4,276 $ 3,189 Goodwill and intangible assets 3,920 4,805 Investment in partnership 178,978 41,745 Inventory 24 61 Accruals 693 250 Net operating losses and credits 12,454 3,495 Charitable contribution — 17 Start-up / organizational costs 475 509 AMT credit — 208 Contract liabilities 255 — Equity-based compensation 558 — Excess business interest expense 563 — Contingent consideration 9,978 417 Capital losses 813 — Total deferred income tax assets $ 212,987 $ 54,696 Valuation allowance (1,536) (22,503) Net deferred income tax assets $ 211,451 $ 32,193 Deferred income tax liabilities: Equipment and other fixed assets (3,052) (4,271) Total deferred income tax liabilities (3,052) (4,271) Noncurrent net deferred income tax assets $ 208,399 $ 27,922 Deferred income taxes are determined based on the temporary differences between the financial statement book basis and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred income tax assets according to the provisions of FASB ASC 740, Income Ta As of December 31, 2020, and 2019, the Company had federal net operating losses (NOLs) carryforwards of $49.6 million and $10.3 million, respectively. As of December 31, 2020, and 2019, the Company had state NOLs of $29.4 million. and $21.9 million respectively. Federal NOLs generated after December 31, 2017 do not expire and the state rules vary by state. Of the Company’s total federal NOLs, $3.9 million were acquired as part of the acquisition of Pinnacle and begin expiring in 2031. Due to NOL limitation rules, the Company believes that approximately $3.4 million of these NOLs will expire before utilization and has recorded a valuation allowance accordingly. The remaining federal NOLs of $45.7 million were generated after December 31, 2017 and are not subject to expiration. As of December 31, 2020, the Company had capital loss carryforwards of $3.1 million that are subject to expiration in 2026. The Company does not anticipate utilizing these carryforwards prior to expiration and has recorded a valuation allowance accordingly. The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2020 is as follows (in thousands). There was no activity related to unrecognized tax benefits during the year ended December 31, 2019. Balance, December 31, 2019 $ — Additions for tax positions taken in 2020 — Additions for tax positions in prior periods — Additions for tax positions acquired 1,947 Reductions for tax positions in prior periods — Reductions due to settlements — Reductions due to lapse of statute of limitations — Balance, December 31, 2020 $ 1,947 The unrecognized tax benefit of $1.9 million at December 31, 2020 relates to a tax position taken in a pre-closing tax period of a company acquired in 2020, for which the Company received a tax indemnification against any losses. As such, the Company recognized a corresponding asset on its balance sheet and no amount of the Company’s uncertain tax positions, if recognized, would impact the effective tax rate of the Company. As of December 31, 2020, the Company’s accrued liability for interest and penalties is $0.9 million; there was no such accrual at December 31, 2019. The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company generally is no longer subject to U.S. or state examinations by tax authorities for taxable years prior to 2016, based on the U.S. statute of limitations. However, net operating losses utilized from prior years in subsequent years’ tax returns are subject to examination until three years after the filing of subsequent years’ tax returns. Tax Receivable Agreement Prior to the Tax Restructuring, the owners of AdaptHealth Holdings had the right to exchange their New AdaptHealth Units for shares of Class A Common Stock of the Company. As a result of such exchanges, the Company’s membership interest in AdaptHealth Holdings increased and its purchase price was reflected in its share of the tax basis of AdaptHealth Holdings’ tangible and intangible assets. Any resulting increases in tax basis were likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase also decreased gain (or increased loss) on future dispositions of the affected assets. At the closing of the Business Combination, there were exchanges of 3,480,466 New AdaptHealth Units resulting in approximately $33.6 million of amortizable IRC Section 754 tax basis step-up in the tax-deductible goodwill of AdaptHealth Holdings. Subsequent to the Business Combination and through December 31, 2020, there were an additional 18,717,547 exchanges of New AdaptHealth Units that increased the amortizable IRC Section 754 tax basis step-up of tax-deductible goodwill by approximately $491.7 million, of which $485.7 million and $6.0 million was recorded during the years ended December 31, 2020 and 2019, respectively. Of these exchanges, 18,167,547 and 550,000 occurred during the years ended December 31, 2020 and 2019, respectively. At the closing of the Business Combination, the Company and AdaptHealth Holdings entered into a Tax Receivable Agreement (TRA) with certain sellers and AdaptHealth Holdings members. The TRA will generally provide for the payment by the Company to the corresponding sellers and AdaptHealth Holdings members of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of: (i) certain tax attributes of the corresponding sellers existing prior to the Business Combination; (ii) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (iii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments the Company makes under the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the AdaptHealth Holdings members generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no so increase in tax basis. Estimating the amount of payments that may be made under the TRA depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon several factors, including: ● The timing of such exchanges – for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of AdaptHealth Holdings at the time of each exchange, which fair value may fluctuate over time; ● The price of the Company’s Class A Common Stock at the time of the exchange – the increase in any tax deductions, and the tax basis increase in other assets of AdaptHealth Holdings is directly proportional to the price of the Company’s Class A Common Stock at the time of the exchange; ● The amount and timing of the Company’s income – the Company is required to pay 85 % of the deemed benefits as and when deemed realized. If AdaptHealth Holdings does not have taxable income, the Company is generally not required (absent a change in control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and ● Future tax rates of jurisdictions in which the Company has tax liability. The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, AdaptHealth Holdings’ (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, AdaptHealth could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if AdaptHealth Holdings elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits. Payments generally are due under the TRA within a specified period following the filing of AdaptHealth Holdings’ U.S. federal and state income tax returns for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that AdaptHealth Holdings will determine. Although AdaptHealth Holdings does not expect the Internal Revenue Service (IRS) to challenge the Company’s tax reporting positions, AdaptHealth Holdings will not be reimbursed for any overpayments previously made under the TRA, but instead the overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that AdaptHealth Holdings realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings. During the year ended December 31, 2020, the Company increased its TRA liability through an aggregate $140.4 million reduction in additional-paid-in capital resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the year ended December 31, 2020, the Company increased its deferred tax asset by $165.2 million through an increase in additional-paid-in-capital resulting from these exchanges. At December 31, 2020 and 2019, the Company recorded a liability relating to the TRA of approximately $152.0 million and $10.8 million, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | (20) Quarterly Financial Information (Unaudited) Correction of Previously Issued Unaudited Quarterly Condensed Consolidated Financial Information for Errors in the Accounting for Contingent Consideration Common Shares As a result of the corrections relating to the accounting for the Contingent Consideration Common Shares discussed in Note 2 (a), Basis of Presentation The restatement of the Company’s previously issued unaudited condensed consolidated financial information for the three months ended March 31, 2020, six months ended June 30, 2020, and the three and nine months ended September 30, 2020, will be affected in connection with the Company’s quarterly filings for the quarters ending March 31, June 30, and September 30, 2021, respectively. The impacts of these corrections to the aforementioned 2020 quarterly and year-to-date periods are as follows (in thousands, except per share data): March 31, 2020 June 30, 2020 September 30, 2020 As Reported As Restated As Reported As Restated As Reported As Restated Consolidated Balance Sheets: Deferred tax assets $ 33,519 $ 36,684 $ 42,304 $ 45,462 $ 51,114 $ 58,557 Total Assets $ 661,839 $ 665,004 $ 739,309 $ 742,467 $ 1,548,826 $ 1,556,269 Contingent consideration common shares liability - current portion $ — $ 10,293 $ — $ 10,604 $ — $ 21,465 Long-term portion of contingent consideration common shares liability $ — $ 15,390 $ — $ 15,037 $ — $ 29,701 Total Liabilities $ 691,285 $ 716,968 $ 746,103 $ 771,744 $ 1,109,111 $ 1,160,277 Additional paid-in capital $ 21,845 $ 15,012 $ 37,614 $ 30,781 $ 476,861 $ 470,028 Accumulated deficit $ (27,368) $ (43,053) $ (23,335) $ (38,985) $ (23,130) $ (60,020) Total stockholders' equity (deficit) attributable to AdaptHealth Corp. $ (10,655) $ (33,173) $ 8,491 $ (13,992) $ 448,630 $ 404,907 Total stockholders' equity (deficit) $ (29,446) $ (51,964) $ (6,794) $ (29,277) $ 439,715 $ 395,992 Three Months Ended March 31, 2020 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As Reported As Restated As Reported As Revised As Reported As Restated Consolidated Statements of Operations: Change in fair value of contingent consideration common shares liability $ — $ 16,367 $ — $ (42) $ — $ 16,325 Income tax expense (benefit) $ 1,107 $ (1,641) $ 1,819 $ 1,826 $ 2,926 $ 185 Net income (loss) $ 266 $ (13,353) $ 7,169 $ 7,204 $ 7,435 $ (6,149) Net income (loss) attributable to AdaptHealth Corp. $ (158) $ (13,777) $ 4,033 $ 4,068 $ 3,875 $ (9,709) Basic earnings (loss) per share attributable to AdaptHealth Corp. $ — $ (0.33) $ 0.09 $ 0.09 $ 0.09 $ (0.22) Diluted earnings (loss) per share attributable to AdaptHealth Corp. $ — $ (0.33) $ 0.08 $ 0.08 $ 0.08 $ (0.22) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 As Reported As Restated As Reported As Restated Consolidated Statements of Operations: Change in fair value of contingent consideration common shares liability $ — $ 25,525 $ — $ 41,850 Income tax expense (benefit) $ (636) $ (4,921) $ 2,290 $ (4,736) Net income (loss) $ (3,827) $ (25,067) $ 3,608 $ (31,216) Net income (loss) attributable to AdaptHealth Corp. $ (2,489) $ (23,729) $ 1,386 $ (33,438) Basic earnings (loss) per share attributable to AdaptHealth Corp. $ (0.04) $ (0.41) $ 0.03 $ (0.70) Diluted earnings (loss) per share attributable to AdaptHealth Corp. $ (0.04) $ (0.41) $ 0.02 $ (0.70) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | (21) Subsequent Events Tax Restructuring As discussed in Note 19, Income Taxes these exchanges, AdaptHealth Holdings filed an entity classification election with the Internal Revenue Service, electing to be treated as a taxable corporation for U.S. federal income tax purposes effective January 2, 2021. Senior Unsecured Note Offering On January 4, 2021, the Company issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes due 2029 (the 4.625% Senior Notes). The 4.625% Senior Notes will mature on August 1, 2029. Interest on the 4.625% Senior Notes is payable on February 1st and August 1st of each year, beginning on August 1, 2021. The 4.625% Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after February 1, 2024, and the redemption price for the 4.625% Senior Notes if redeemed during the 12 months beginning (i) February 1, 2024 is 102.313%, (ii) February 1, 2025 is 101.156%, (iii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. The Company may also redeem some or all of the 4.625% Senior Notes before February 1, 2024 at a redemption price of 100% of the principal amount of the 4.625% Senior Notes, plus a “make-whole” premium, together with accrued and unpaid interest. In addition, the Company may redeem up to 40% of the original aggregate principal amount of the 4.625% Senior Notes before February 1, 2024 with the proceeds from certain equity offerings at a redemption price equal to 104.625% of the principal amount of the 4.625% Senior Notes, together with accrued and unpaid interest. Furthermore, the Company may be required to make an offer to purchase the 4.625% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control. Borrowings under the 4.625% Senior Notes were used to partially finance the cash portion of the purchase price for the acquisition of AeroCare Holdings, Inc. (see discussion below), and to pay related fees and expenses. Underwritten Public Offering On January 8, 2021, the Company issued 8,450,000 shares of Class A Common Stock at a price of $33.00 per share pursuant to an underwritten public offering (the 2021 Stock Offering) for gross proceeds of $278.9 million. In connection with this transaction, the Company received proceeds of $265.6 million which is net of the underwriting discount. A portion of the proceeds from the 2021 Stock Offering were used to partially finance the cash portion of the purchase price for the acquisition of AeroCare Holdings, Inc. (see discussion below), and to pay related fees and expenses. Debt Refinancing On January 20, 2021, the Company refinanced its debt borrowings under the 2020 Credit Agreement and entered into a new credit agreement (the 2021 Credit Agreement). The 2021 Credit Agreement consists of a $700 million term loan (the 2021 Term Loan) and $250 million in commitments for revolving credit loans with a $55 million letter of credit sublimit (the 2021 Revolver), both with maturities in January 2026. The borrowing under the 2021 Term Loan requires quarterly principal repayments of $4.375 million beginning June 30, 2021 through March 31, 2023, increasing to $8.75 million beginning June 30, 2023 through December 31, 2025, and the unpaid principal balance is due at maturity in January 2026. Borrowings under the 2021 Term Loan were used in part to partially finance the cash portion of the purchase price for the acquisition of AeroCare Holdings, Inc. (see discussion below) and to repay existing amounts outstanding under the 2020 Credit Agreement, and to pay related fees and expenses. Borrowings under the 2021 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2021 Credit Agreement. Amounts borrowed under the 2021 Credit Agreement bear interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined) for the applicable interest period multiplied by the statutory reserve rate, plus (b) an applicable margin (as defined) ranging from 1.50% to 3.25% per annum based on the Consolidated Senior Secured Leverage Ratio (as defined). The 2021 Revolver carries a commitment fee during the term of the 2021 Credit Agreement ranging from 0.25% to 0.50% per annum of the average daily undrawn portion of the 2021 Revolver based on the Consolidated Senior Secured Leverage Ratio. Under the 2021 Credit Agreement, the Company is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2021 Credit Agreement. The 2021 Credit Agreement also contains certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws. Any borrowing under the 2021 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty, other than customary breakage costs, and any amounts repaid under the 2021 Revolver may be reborrowed. Mandatory prepayments are required under the 2021 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with the disposition of assets to the extent not reinvested, unpermitted debt transactions, and excess cash flow, as defined, if certain leverage tests are not met. AeroCare Holdings, Inc. Acquisition On February 1, 2021, the Company acquired 100% of the equity interests of AeroCare Holdings, Inc. (AeroCare). AeroCare is a leading national technology-enabled respiratory and home medical equipment distribution platform in the United States and offers a comprehensive suite of direct-to-patient equipment and services including CPAP and BiPAP machines, oxygen concentrators, home ventilators, and other durable medical equipment products. The total consideration consisted of (i) a cash payment of approximately $1.1 billion at closing, (ii) the issuance of 13,992,615 shares of the Company’s Class A Common Stock at closing, (iii) the issuance of 130,474.73 shares of the Company’s Series C Convertible Preferred Stock at closing, and (iv) the issuance of 3,959,912 options to purchase shares of the Company’s Class A Common Stock in the future, which have a weighted-average exercise price of $6.24 per share and a weighted-average exercise period of approximately 7 years from the date of closing. The cash paid at closing included $17.0 million withheld in escrow to fund certain potential indemnification matters. The Series C Convertible Preferred Stock liquidation preference is limited to its par value of $0.0001 per share. The Series C Convertible Preferred Stock will participate equally and ratably on an as-converted basis with the holders of Class A Common Stock in all cash dividends paid on the Class A Common Stock. The Series C Convertible Preferred Stock is non-voting. On March 3, 2021, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s Class A Common Stock, representing equal to or greater than 20% of the outstanding common stock or voting power of the Company issuable upon conversion of the Series C Convertible Preferred Stock issued to the former equityholders of AeroCare, by removal of the conversion restriction that prohibits such conversion of Series C Convertible Preferred Stock. Following the receipt of the approval of the Company’s stockholders, the holders may elect to convert, and the Company may elect to effect a mandatory conversion of, each share of Series C Convertible Preferred Stock into 100 shares of Class A Common Stock (subject to certain anti-dilution adjustments). The Company has elected to effect a mandatory conversion of the Series C Convertible Preferred Stock, and the conversion of such shares of Series C Convertible Preferred Stock to shares of Class A Common Stock is expected to occur on March 19, 2021. As of the date the consolidated financial statements were available to be issued, the Company was in the process of determining the allocation of the fair value of the consideration paid to the fair value of the net assets acquired. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. As discussed in Note 1, Nature of Business The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Certain prior year amounts have been reclassified to conform to the current year presentation. In the Company’s consolidated statements of operations, certain amounts are classified separately as other income, net, primarily related to the change in fair value of contingent consideration liabilities related to acquisitions, due to the fact that such amounts have increased in 2020. Additionally, the Company’s consolidated financial statements and corresponding disclosures for 2019 have been recast to reflect corrections for an error in the accounting for the contingent consideration common share liability, as discussed below. |
Correction of Previously Issued Financial Statements | Correction of Previously Issued Consolidated Financial Statements and Unaudited Quarterly Condensed Consolidated Financial Information for Errors in the Accounting for Contingent Consideration Common Shares In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2020, the Company reevaluated the accounting treatment of the previously disclosed contingent consideration common shares to which the former owners of AdaptHealth Holdings are entitled in connection with the Business Combination (the Contingent Consideration Common Shares). Due to the fact that the issuance of the Contingent Consideration Common Shares would be accelerated on a change of control regardless of the transaction value, the Company determined to present the Contingent Consideration Common Shares as liability-classified, instead of equity-classified as previously presented. Accordingly, the fair value of the Contingent Consideration Common Shares is reflected as a liability and the change in the fair value of such liability in each period is recognized as a non-cash charge in the Company’s consolidated statements of operations. The Company has concluded that the impact of the error on its audited consolidated financial statements for the year ended December 31, 2019 included in its Form 10-K for such period is not material. The Company has revised its accompanying consolidated financial statements as of and for the year ended December 31, 2019 to reflect the impact of the correction of the accounting for the Contingent Consideration Common Shares. Refer to Note 20, Quarterly Financial Information (Unaudited) net revenues operating cash Year Ended December 31, 2019 As Reported As Revised Consolidated Statement of Operations: Change in fair value of contingent consideration common shares liability $ — $ 2,483 Income tax expense $ 1,156 $ 739 Net loss $ (12,885) $ (14,951) Net loss attributable to AdaptHealth Corp. $ (14,996) $ (17,062) Basic and diluted loss per share attributable to AdaptHealth Corp. $ (0.66) $ (0.76) December31, 2019 As Reported As Revised Consolidated Balance Sheet: Deferred tax assets $ 27,505 $ 27,922 Total Assets $ 546,121 $ 546,538 Contingent consideration common shares liability - current portion $ — $ 3,158 Long-term portion of contingent consideration common shares liability $ — $ 6,158 Total Liabilities $ 575,370 $ 584,686 Additional paid-in capital $ 11,252 $ 4,419 Accumulated deficit $ (27,210) $ (29,276) Total stockholders' deficit attributable to AdaptHealth Corp. $ (14,520) $ (23,419) Total stockholders' deficit $ (29,249) $ (38,148) The impacts of the revisions have been reflected throughout the consolidated financial statements, including the applicable footnotes, as appropriate. |
Basis of Consolidation | (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Accounting Estimates | (c) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill and identifiable intangible assets. Actual results could differ from those estimates. |
Revenue Recognition | (d) Revenue Recognition The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and disposables, or over the fixed monthly service period for equipment. Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration to which the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and service. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The Company applies constraint to the transaction price, such that net revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such adjustments become known. During the year ended December 31, 2020, the Company decreased net revenue by approximately $11 million due to the consideration ultimately received compared with the amounts previously estimated, which has been treated as a change in estimate. Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment, ventilators, wheelchairs, hospital beds and infusion pumps, are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer supplies and upon delivery to the home for durable medical equipment. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability. The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments. The Company’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. The Company’s net revenue and quarterly operating results may fluctuate significantly in the future depending on these and other factors. The Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned. Disaggregation of net revenue The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source The composition of net revenue by payor type for the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2020 2019 Insurance $ 657,033 $ 300,361 Government 295,657 168,686 Patient pay 103,699 60,597 Net revenue $ 1,056,389 $ 529,644 The composition of net revenue by core service lines for the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2020 2019 Net sales revenue: Sleep $ 312,860 $ 224,542 Diabetes 159,490 — Supplies to the home 145,624 7,760 Respiratory 28,605 5,780 HME 58,029 42,487 Other 54,689 35,882 Total net sales revenue $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 98,361 $ 80,846 Diabetes 2,467 — Respiratory 123,860 81,418 HME 55,847 42,969 Other 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 297,092 $ 213,193 Total net revenue: Sleep $ 411,221 $ 305,388 Diabetes 161,957 — Supplies to the home 145,624 7,760 Respiratory 152,465 87,198 HME 113,876 85,456 Other 71,246 43,842 Total net revenue $ 1,056,389 $ 529,644 |
Accounts Receivable | (e) Accounts Receivable Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded. The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical bad debt experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value. Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in reserve estimates are recorded as an adjustment to net revenue in the period of revision. Included in accounts receivable are earned but unbilled accounts receivables. Billing delays, ranging from several days to several weeks, can occur due to the Company’s policy of compiling required payor specific documentation prior to billing for its services rendered. The Company recorded unbilled revenue of $20.2 million and $8.6 million as of December 31, 2020 and 2019, respectively. |
COVID-19 Pandemic | (f) COVID-19 Pandemic During 2020, the COVID-19 pandemic impacted the Company’s business, as well as its patients, communities, and employees. The Company’s priorities during the COVID-19 pandemic remain protecting the health and safety of its employees (including patient-facing employees providing respiratory and other services), maximizing the availability of its services and products to support patient health needs, and the operational and financial stability of its business. Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was signed into law on March 27, 2020. Through the CARES Act, the federal government has authorized payments to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (Provider Relief Fund or PRF). Additionally, the CARES Act revised the Medicare accelerated and advance payment program in an attempt to disburse payments to healthcare providers more quickly to mitigate the financial impact on healthcare providers. The Company’s participation in these programs and related accounting policies are summarized below. Grant Income Medicare Accelerated Payment Program accelerated or advance payment pursuant to the Medicare accelerated payment program. The CARES Act revised the Medicare accelerated payment program in an attempt to disburse payments to healthcare providers more quickly. In April 2020, the Company received recoupable advance payments of approximately $46 million made available by CMS under the CARES Act. The recoupment of such amount by CMS will begin in April 2021 and will be applied to services provided and revenue recognized during the period in which the recoupment occurs. The total of the recoupable advance payments is included in other current liabilities in the accompanying consolidated balance sheets as of December 31, 2020. Deferral of Employment Tax Payments The full extent of the impact of the COVID-19 pandemic on the Company’s business, results of operations, and financial condition is highly uncertain and will depend on future developments and numerous evolving factors that it may not be able to accurately predict, and could be material to the Company’s consolidated financial statements in future reporting periods. |
Fair Value Accounting | (g) Fair Value Accounting Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Level inputs, as defined by ASC 820, are as follows: Level input Input definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Refer to Note 6, Fair Value of Assets and Liabilities |
Fair Value of Financial Instruments | (h) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses. The carrying values of the Company’s financial instruments approximate their fair value based on their short-term nature. The table below shows the carrying amounts and estimated fair values, net of unamortized deferred financing costs, of the Company’s primary long-term debt arrangements (in thousands): December 31, 2020 Carrying Value Fair Value Term loan and revolver $ 301,998 $ 301,998 Senior unsecured notes 342,022 370,022 Note payable 140,361 154,711 $ 784,381 $ 826,731 The borrowings under the Company’s term loan and revolver, which were entered into in July 2020, bear interest at the variable rates described in Note 10, Debt |
Cash and Cash Equivalents | (i) Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents. Cash represents cash on hand and deposits held at banks. The Company maintains cash in demand deposit accounts with federally insured banks. At times, the balances in these accounts may be in excess of federally insured limits. Cash and cash equivalents consist of the following (in thousands): December 31, (in thousands) 2020 2019 Cash $ 94,360 $ 22,863 Money market accounts 5,602 54,015 Total $ 99,962 $ 76,878 |
Inventory | (j) Inventory Inventory consists of equipment and medical supplies to be sold to customers and is stated at the lower of cost or market value. Cost is determined by the first-in-first-out method. These finished goods are charged to cost of net revenue in the period in which products and related services are provided to customers. |
Equipment and Other Fixed Assets | (k) Equipment and Other Fixed Assets Equipment and other fixed assets are stated at cost less accumulated depreciation or, when acquired as part of a business combination, fair value at date of acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for patient medical equipment correlate with the medical reimbursement periods. Computer equipment, vehicles and other assets are depreciated over the estimated useful lives of the assets. Major expenditures for property acquisitions and those expenditures that substantially increase useful lives are capitalized. Expenditures for maintenance, repairs and minor replacements are expensed as incurred. The useful lives of property and equipment for purposes of computing depreciation are: Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years |
Impairment of Long Lived Assets | (l) Impairment of Long-Lived Assets The Company’s long-lived assets, such as equipment and other fixed assets and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Definite-lived intangible assets consist of payor contracts, developed technology and tradenames. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are tested for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the intangible assets acquired: Payor contracts 10 years Developed technology 5 years Tradenames 5 to 10 years The Company did not incur any impairment charges on long-lived assets for the years ended December 31, 2020 2019 |
Valuation of Goodwill | (m) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is tested for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment review of goodwill during the fourth quarter of each year. The impairment testing can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. |
Business Combinations | (n) Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Patient relationships, medical records and patient lists are not reported as separate intangible assets due to the regulatory requirements and lack of contractual agreements but are part of goodwill. Customer related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. |
Deferred Financing Costs | (o) Deferred Financing Costs Costs incurred in connection with the Company’s borrowings, referred to as deferred financing costs, are capitalized and included on the accompanying consolidated balance sheets in other assets for costs associated with revolving credit facilities, and as a debt reduction for costs associated with term loans. Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related financing agreement. Refer to Note 8, Deferred Financing Costs |
Deferred Rent | (p) Deferred Rent The Company’s operating leases for its office and warehouse leases include scheduled rent increases. The Company has accounted for the leases to provide straight-line charges to operations over the life of the leases. Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period and expensed on a straight-line basis exceed or are less than the cash payments required. Deferred rent is included in accounts payable and accrued expenses and other long-term liabilities on the accompanying consolidated balance sheets based on when the payments will be made. See Note 14, Lease Commitments |
Commitments and Contingencies | (q) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies |
Advertising Costs | (r) Advertising Costs Advertising costs are charged to expense as incurred. The Company’s advertising costs for the years ended December 31, 2020 and 2019 were $5.3 million and $2.1 million, respectively, and are primarily included in cost of net revenue in the accompanying consolidated statements of operations. |
Equity based Compensation | (s) Equity-based Compensation The Company accounts for its equity-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation Stockholders’ Equity |
Cost of net revenue | (t) Cost of Net Revenue Cost of net revenue includes the cost of products and supplies sold to patients, patient equipment depreciation and other operating expenses. The Company also includes in cost of net revenue the salaries, labor and benefits costs incurred at the Company’s operating facilities for service personnel, offshore labor expenses, occupancy costs (rent, utilities, property taxes, etc.), and other expenses (software expenses, billing fees, IT related costs, general business supplies, etc.) incurred to operate the businesses. Cost of net revenue for the years ended December 31, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, 2020 2019 Cost of products and supplies $ 441,931 $ 156,430 Salaries, labor and benefits 257,898 153,173 Patient equipment depreciation 71,072 59,498 Rent and occupancy 22,344 13,407 Other operating expenses 91,659 57,150 Equity-based compensation 7,845 — Severance 4,457 858 Transaction costs 1,147 — Other non-recurring expenses 248 189 Total $ 898,601 $ 440,705 |
General and administrative expenses | (u) General and Administrative Expenses General and administrative expenses (G&A) primarily include expenses related to corporate salaries and benefits, legal, equity-based compensation, transaction costs and other business support functions. Included in G&A during the years ended December 31, 2020 and 2019 are salaries, labor and benefits expenses (including equity-based compensation and severance) of $35.8 million and $31.7 million, respectively. |
Business segment | (v) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management. Accordingly, the Company has a single reportable segment and operating segment structure. |
Concentration of Credit Risk | (w) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2020, and 2019, less than 10% of the Company’s net accounts receivable are from patients under co-pay or private plan arrangements. Credit evaluations, account monitoring procedures and a third party collection agent are utilized to minimize the risk of loss. Collateral is not required. Cost-containment efforts of governmental organizations, primarily Medicare, could have a material adverse effect on the Company’s sales and profitability. Medicare typically awards contracts on a category-by-category basis through a competitive bidding process. Bids are generally solicited from multiple distributors with intention of driving down pricing. The Company was previously in a protected three year window which expired in 2016. The Company was able to maintain protection for the round 2 recompete contracts that became effective on July 1, 2016, however, all Medicare Durable Medical Equipment, Prosthetics, Orthotics, & Supplies (DMEPOS) Competitive Bidding Program contracts expired on December 31, 2018. As a result, there is a temporary gap in the entire DMEPOS Competitive Bidding Program that CMS stated would last until December 31, 2020, and be replaced by a single round of competition named “Round 2021” which consolidated the competitive bidding areas (“CBAs”) included in the Round 1 2017 and Round 2 Recompete DMEPOS Competitive Bidding Programs. Round 2021 contracts were scheduled to become effective on January 1, 2021, and extend through December 31, 2023. CMS included 16 product categories in the Round 2021. On April 10, 2020, CMS announced that due to the COVID-19 pandemic, it removed the non-invasive ventilators product category from the Round 2021 DMEPOS Competitive Bidding Program. On October 27, 2020, CMS announced that it would not award competitive bid contracts in 13 of the 15 remaining product categories due to a failure to achieve expected savings, and that contract awards would only be made for off-the-shelf (OTS) knee and back braces. For the years ended December 31, 2020 and 2019, revenue generated with respect to providing OTS knee and back braces (excluding amounts generated in non-rural and rural non-bid areas) were not material. AdaptHealth expects to obtain contracts for OTS knee and back braces, and does not expect the single payment amounts imposed by CMS under such contracts to have a material impact on the Company. The competitive bidding process (which is expected to be re-bid every three years) has historically put pressure on the amount AdaptHealth is reimbursed in the markets in which it exists, as well as in areas that are not subject to the DMEPOS Competitive Bidding Program. The rates required to win future competitive bids could continue to depress reimbursement rates. AdaptHealth will continue to monitor developments regarding the DMEPOS Competitive Bidding Program. While AdaptHealth cannot predict the outcome of the DMEPOS Competitive Bidding Program on its business in the future nor the Medicare payment rates that will be in effect in future years for the items subjected to competitive bidding, the program may materially adversely affect its financial condition and results of operations. |
Concentration of customers | The Company provides and distributes medical equipment and health care services, including home oxygen, respiratory medications and sleep therapy equipment and services, to both commercial organizations and directly to end users. This results in a customer concentration relating to Medicare’s service reimbursement programs. During the years ended December 31, 2020 and 2019, the Company derived approximately 28% and 32% of its net revenue from government healthcare programs, including Medicare and Medicaid, respectively. Concentration of credit risk with respect to other payors is limited due to the large number of such payors and varied geographical locations. |
Self-Insurance Risk | (y) Self-Insurance Risk The Company is subject to workers’ compensation, auto liability and employee medical claims, which are primarily self-insured; however, the Company maintains certain stop-loss and other insurance coverage which it believes to be appropriate. Provisions for estimated settlements relating to the workers’ compensation and medical plans are provided in the period of the related claim on a case-by-case basis plus an amount for incurred but not reported claims. Differences between the amounts accrued and subsequent settlements are recorded in operations in the period of settlement. |
Derivative Instruments | (z) Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. Derivative instruments consist of interest rate swap agreements. The interest rate swap agreements are used to manage interest rate risk associated with the Company’s variable rate debt. The Company utilizes the interest rate swap agreements to modify the Company’s exposure to interest rate risk by converting a portion of its variable rate borrowings to a fixed rate. See Note 7, Derivative Instruments and Hedging Activities |
Income Taxes | (aa) Income Taxes Prior to the completion of the Business Combination, AdaptHealth Holdings was a limited liability company and was treated as a partnership for federal and state income tax purposes. As such, income and loss from operations of AdaptHealth Holdings were allocated to the members for inclusion in their tax returns. In addition, there were regular C-corporations included in AdaptHealth Holdings’ structure where taxes were paid at the entity level. The C-corporations used the asset and liability method of accounting for income taxes as described below. Following the Business Combination, the Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. The Company’s deferred tax calculations and valuation allowance requires management to make certain estimates about future operations. Changes in state or federal tax laws, as well as changes in the Company’s financial condition or the carrying value of existing assets and liabilities, could affect those estimates. The effect of a change in tax rates is recognized as income or expense in the period that the rate is enacted. FASB ASC 740, Income Taxes , prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There was no material amount of expense for interest and penalty related to unrecognized tax benefits for the years ended December 31, 2020 and 2019. |
Earnings (Loss) per Share | (bb) Earnings (Loss) Per Share Earnings (loss) per share is based upon the weighted average number of common shares outstanding during the respective periods. The Company follows the provisions of the authoritative guidance for determining whether instruments granted in equity-based compensation transactions are participating securities for purposes of calculating earnings (loss) per share. See Note 12, Earnings (Loss) Per Share |
Recent Accounting Pronouncements | (cc) Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes Specific amendments in the guidance should be applied on retrospective or modified retrospective basis while other amendments should be applied on a prospective basis. The Company early adopted this standard in 2020, which did not have a material impact on the Company’s consolidated financial statements. ( dd ) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Nature of Business (Tables)
Nature of Business (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General Information | |
Schedule of shares issued and outstanding following the business combination | Class A Common Stock Class B Common Stock Total shares outstanding prior to the Business Combination 31,250 — Less: redemption of public shares (20,840) — Add: shares issued in private placement 12,500 — Add: shares issued in connection with the Business Combination 17,386 32,114 Total shares outstanding at the closing date of the Business Combination 40,296 32,114 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of the impact of the corrections to the Company's audited consolidated balance sheet | Year Ended December 31, 2019 As Reported As Revised Consolidated Statement of Operations: Change in fair value of contingent consideration common shares liability $ — $ 2,483 Income tax expense $ 1,156 $ 739 Net loss $ (12,885) $ (14,951) Net loss attributable to AdaptHealth Corp. $ (14,996) $ (17,062) Basic and diluted loss per share attributable to AdaptHealth Corp. $ (0.66) $ (0.76) December31, 2019 As Reported As Revised Consolidated Balance Sheet: Deferred tax assets $ 27,505 $ 27,922 Total Assets $ 546,121 $ 546,538 Contingent consideration common shares liability - current portion $ — $ 3,158 Long-term portion of contingent consideration common shares liability $ — $ 6,158 Total Liabilities $ 575,370 $ 584,686 Additional paid-in capital $ 11,252 $ 4,419 Accumulated deficit $ (27,210) $ (29,276) Total stockholders' deficit attributable to AdaptHealth Corp. $ (14,520) $ (23,419) Total stockholders' deficit $ (29,249) $ (38,148) |
Schedule of composition of net revenues by payor type and core service lines | Year Ended December 31, 2020 2019 Insurance $ 657,033 $ 300,361 Government 295,657 168,686 Patient pay 103,699 60,597 Net revenue $ 1,056,389 $ 529,644 Year Ended December 31, 2020 2019 Net sales revenue: Sleep $ 312,860 $ 224,542 Diabetes 159,490 — Supplies to the home 145,624 7,760 Respiratory 28,605 5,780 HME 58,029 42,487 Other 54,689 35,882 Total net sales revenue $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 98,361 $ 80,846 Diabetes 2,467 — Respiratory 123,860 81,418 HME 55,847 42,969 Other 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 297,092 $ 213,193 Total net revenue: Sleep $ 411,221 $ 305,388 Diabetes 161,957 — Supplies to the home 145,624 7,760 Respiratory 152,465 87,198 HME 113,876 85,456 Other 71,246 43,842 Total net revenue $ 1,056,389 $ 529,644 |
Schedule of carrying amounts and estimated fair values of debt | December 31, 2020 Carrying Value Fair Value Term loan and revolver $ 301,998 $ 301,998 Senior unsecured notes 342,022 370,022 Note payable 140,361 154,711 $ 784,381 $ 826,731 |
Summary of cash and cash equivalents | December 31, (in thousands) 2020 2019 Cash $ 94,360 $ 22,863 Money market accounts 5,602 54,015 Total $ 99,962 $ 76,878 |
Summary of useful lives of property and equipment for purposes of computing depreciation | Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years |
Schedule of useful lives of intangible assets acquired | Payor contracts 10 years Developed technology 5 years Tradenames 5 to 10 years |
Summary of cost of net revenue | Year Ended December 31, 2020 2019 Cost of products and supplies $ 441,931 $ 156,430 Salaries, labor and benefits 257,898 153,173 Patient equipment depreciation 71,072 59,498 Rent and occupancy 22,344 13,407 Other operating expenses 91,659 57,150 Equity-based compensation 7,845 — Severance 4,457 858 Transaction costs 1,147 — Other non-recurring expenses 248 189 Total $ 898,601 $ 440,705 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition | |
Schedule of proforma net revenue and operating income | (in thousands) Year Ended December 31, 2020 2019 Net revenue $ 1,312,320 $ 1,168,045 Operating income $ 108,543 $ 64,998 |
Summary of results of business acquired | (in thousands) Year Ended December 31, 2020 2019 Net revenue $ 427,352 $ 52,711 Operating income $ 17,673 $ 7,856 |
Significant Acquisitions In 2020 [Member] | |
Business Acquisition | |
Summary of consideration | Cash consideration $ 790,564 Equity consideration (shares of Class A Common Stock) 123,887 Contingent consideration 27,064 Deferred payments 33 Total $ 941,548 |
Summary of estimated fair values of the net assets acquired | Cash $ 21,227 Accounts receivable 62,940 Inventory 26,111 Prepaid and other current assets 9,560 Equipment and other fixed assets 45,669 Goodwill 732,019 Identifiable intangible assets 122,100 Other assets 2,921 Deferred income taxes 1,132 Accounts payable and accrued expenses (61,196) Contract liabilities (3,344) Other current liabilities (11,278) Other long-term liabilities (4,107) Capital lease obligations (2,206) Net assets acquired $ 941,548 |
Significant acquisitions in 2019 | |
Business Acquisition | |
Summary of consideration | Cash consideration $ 63,295 Seller note 2,000 Contingent consideration 12,625 Deferred payments 1,573 Total $ 79,493 |
Summary of estimated fair values of the net assets acquired | Total Cash $ 92 Accounts receivable 5,405 Inventory 4,262 Prepaid and other current assets 121 Equipment and other fixed assets 10,968 Goodwill 65,270 Contract liabilities (1,709) Accounts payable and accrued expenses (4,916) Net assets acquired $ 79,493 |
Equipment and Other Fixed Ass_2
Equipment and Other Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment and Other Fixed Assets | |
Schedule of equipment and other fixed assets | December 31, December 31, 2020 2019 Patient medical equipment $ 158,108 $ 112,071 Delivery vehicles 8,211 4,461 Other 26,098 15,474 192,417 132,006 Less accumulated depreciation (81,949) (68,447) $ 110,468 $ 63,559 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill. | |
Schedule of change in the carrying amount of goodwill | Gross carrying amount Balance at December 31, 2018 $ 202,436 Goodwill from acquisitions 65,270 Receipt of prior escrow payment (504) Decrease (411) Balance at December 31, 2019 $ 266,791 Goodwill from acquisitions 732,019 Balance at December 31, 2020 $ 998,810 |
Schedule of identifiable intangible assets | Weighted-Average Remaining Life (Years) Payor contracts, net of accumulated amortization of $3,616 $ 78,384 9.6 Tradenames, net of accumulated amortization of $1,793 32,007 8.8 Developed technology, net of accumulated amortization of $630 5,670 4.5 Identifiable intangible assets, net $ 116,061 |
Schedule of future amortization expense related to identifiable intangible assets | Twelve months ending December 31, 2021 $ 13,336 2022 13,336 2023 13,336 2024 13,336 2025 12,388 Thereafter 50,329 Total $ 116,061 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Summary of financial assets and liabilities measured at fair value on a recurring basis | (in thousands) Level 1 Level 2 Level 3 December 31, 2020 Assets Money market accounts $ 5,602 $ — $ — Total assets measured at fair value $ 5,602 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 23,941 Acquisition-related contingent consideration-long term — — 9,599 Interest rate swap agreements-short term — 5,941 — Interest rate swap agreements-long term — 10,220 — Contingent consideration common shares liability-short term — — 36,846 Contingent consideration common shares liability-long term — — 33,631 Total liabilities measured at fair value $ — $ 16,161 $ 104,017 (in thousands) Level 1 Level 2 Level 3 December 31, 2019 Assets Money market accounts $ 54,015 $ — $ — Total assets measured at fair value $ 54,015 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825 Acquisition-related contingent consideration-long term — — 9,900 Interest rate swap agreements-short term — 2,157 — Interest rate swap agreements-long term — 6,182 — Contingent consideration common shares liability-short term — — 3,158 Contingent consideration common shares liability-long term — — 6,158 Total liabilities measured at fair value $ — $ 8,339 $ 24,041 |
Summary of non-financial assets measured on a non-recurring basis | December 31, December 31, 2020 2019 Assets: Goodwill (Level 3) $ 998,810 $ 266,791 Identifiable intangible assets, net (Level 3) 116,061 — |
Acquisition Related Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Reconciliation of contingent consideration liabilities | Year Ended December 31, 2020 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 14,725 $ 27,064 $ (4,204) $ (4,176) $ 131 $ 33,540 Year Ended December 31, 2019 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 15,250 $ 12,625 $ (13,000) $ (150) $ — $ 14,725 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities | |
Summary of fair value of derivative financial instruments as well as their classification on the consolidated balance sheets | December 31, 2020 December 31, 2019 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,941) $ (2,157) Interest rate swap agreements Other long-term liabilities (10,220) (6,182) Total $ (16,161) $ (8,339) |
Deferred Financing Costs (Table
Deferred Financing Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Financing Costs | |
Summary of change in the carrying amount of deferred financing costs | Year Ended December 31, 2020 2019 Balance at beginning of period $ 7,853 $ 2,258 Capitalized fees 13,049 9,028 Amortization (1,876) (1,312) Write-off due to debt refinancing (5,316) (2,121) Balance at end of period $ 13,710 $ 7,853 |
Schedule of amortization of deferred financing costs | (in thousands) 2021 $ 4,243 2022 1,650 2023 1,650 2024 1,650 2025 1,650 Thereafter 2,867 $ 13,710 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses | |
Schedule of components accounts payable and accrued expenses | December 31, December 31, 2020 2019 Accounts payable $ 191,038 $ 79,237 Employee related accruals 26,705 12,320 Accrued interest 11,062 4,022 Other 25,407 7,149 Total $ 254,212 $ 102,728 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Schedule of summary of long term debt | December 31, December 31, 2020 2019 Secured term loans $ 248,438 $ 246,250 Revolving credit facility 55,000 12,000 Senior unsecured notes 350,000 — Note payable 143,500 143,500 Other 333 1,725 Unamortized deferred financing fees (12,557) (6,642) 784,714 396,833 Current portion (8,146) (1,721) Long-term portion $ 776,568 $ 395,112 |
Schedule of maturity of total debt, excluding unamortized deferred financing fees | Twelve months ended December 31, 2021 $ 303,771 2022 — 2023 — 2024 — 2025 — Thereafter 493,500 Total debt maturity $ 797,271 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition | |
Schedule of restricted stock activity | Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at December 31, 2018 — — Granted 901 $ 5.83 Non-vested balance at December 31, 2019 901 $ 5.83 Granted 2,120 $ 18.60 Vested (541) $ 10.78 Forfeited (232) $ 15.97 Non-vested balance at December 31, 2020 2,248 $ 15.60 |
Common Shares Liability | |
Business Acquisition | |
Reconciliation of contingent consideration liabilities | Estimated fair value of contingent consideration common shares liability at December 31, 2019 $ 9,316 Change in estimated fair value of the contingent consideration common shares liability 98,717 Reclassification of contingent consideration common shares liability to equity (37,556) Estimated fair value of contingent consideration common shares liability at December 31, 2020 $ 70,477 |
Options | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | Year Ended December 31, 2020 2019 Expected volatility 40.7 % 35.9 % Risk-free interest rate 0.4 % 1.7 % Expected term 6.0 years 6.0 years Dividend yield N/A N/A |
Incentive units | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | Expected volatility (1) 40.0 % Risk-free interest rate (2) 2.0 % Expected term (3) 1.5 years Discount for lack of marketability (4) 25.0 % (1) (2) (3) (4) |
Adapt Health Holdings LLC | |
Business Acquisition | |
Summary of estimated fair values of the net assets acquired | Cash and cash equivalents $ 43,912 Current assets 71 Current liabilities (11,215) Net assets of DFB $ 32,768 |
Schedule of sources and uses of cash in connection with the Business Combination | Sources DFB's cash and cash equivalents on hand $ 43,912 Private placement (1) 125,000 Total Sources $ 168,912 Uses Cash to balance sheet (2) $ 52,845 Legacy AdaptHealth Holdings LLC redemptions (3) 20,000 Debt repayment (4) 81,500 Transaction expenses (5) 14,567 Total Uses $ 168,912 (1) Represents the issuance and sale, in a private placement consummated concurrently with the Closing, of 12,500,000 shares of Class A Common Stock. (2) Represents remaining cash used to fund operations and working capital needs of the Company after the Closing of the Business Combination. (3) Represents cash that was used to fund redemptions made by legacy AdaptHealth Holdings investors. (4) Represents the amount of debt that the combined company paid down upon closing of the Business Combination. (5) Represents the amount of transaction expenses paid in connection with the Closing of the Business Combination, including costs incurred by the Company and accrued costs incurred by DFB prior to the Closing of the Business Combination, that were paid upon closing. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per share | |
Schedule of calculation of basic and diluted earnings per share | Year Ended December 31, 2020 2019 Numerator Net loss attributable to AdaptHealth Corp. $ (64,481) $ (17,062) Less: Earnings allocated to participating securities (1) — — Basic and diluted earnings - Net loss attributable to AdaptHealth Corp. after allocation to participating securities $ (64,481) $ (17,062) Denominator (1), (2) Basic and diluted weighted-average common shares outstanding 52,488 22,557 Basic and diluted loss per share $ (1.23) $ (0.76) (1) The Company's preferred stock are considered participating securities. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. There were participating securities outstanding for the year ended December 31, 2020. There were no participating securities outstanding for the year ended December 31, 2019. There was no amount allocated to the participating securities during the year ended December 31, 2020 due to the net loss recorded in that period. (2) The number of shares in the diluted loss per share calculation for the years ended December 31, 2020 and 2019 are the same as the number of shares used in the basic loss per share calculation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive due to the net loss recorded in those periods. |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Capital Lease Obligations | |
Summary of future annual minimum payments required under lease obligations | Twelve months ending December 31, 2021 $ 22,390 2022 797 2023 144 Total 23,331 Less amount representing interest (182) 23,149 Current portion (22,282) Long-term portion $ 867 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lease Commitments | |
Summary of minimum annual lease commitments under noncancelable leases | Twelve months ending December 31, 2021 $ 18,403 2022 14,893 2023 11,788 2024 9,055 2025 5,960 Thereafter 15,646 Total minimum payments required (a) $ 75,745 (a) Minimum payments have not been reduced by minimum sublease rentals of $1.9 million due in the future under noncancelable subleases. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of current and deferred income tax expense (benefit) | Year Ended December 31, 2020 2019 Current: Federal $ 5,608 $ (961) State 3,538 1,222 9,146 261 Deferred: Federal (16,587) 371 State (4,514) 107 (21,101) 478 Total income tax (benefit) expense $ (11,955) $ 739 |
Schedule of reconciliation of the effective income tax rate | Year Ended December 31, 2020 2019 Federal tax at statutory rate 21.0 % 21.0 % Non‑taxable income (0.1) % (36.9) % State income taxes, net of federal benefit 4.0 % (7.4) % Change in valuation allowance (1.2) % 5.1 % Change in fair value of contingent consideration (12.9) % (1.6) % Deferred adjustments 5.0 % 14.4 % Other 1.0 % 0.2 % Effective income tax rate 16.8 % (5.2) % |
Schedule of deferred income tax assets and liabilities | December 31, 2020 2019 Deferred income tax assets: Accounts receivable $ 4,276 $ 3,189 Goodwill and intangible assets 3,920 4,805 Investment in partnership 178,978 41,745 Inventory 24 61 Accruals 693 250 Net operating losses and credits 12,454 3,495 Charitable contribution — 17 Start-up / organizational costs 475 509 AMT credit — 208 Contract liabilities 255 — Equity-based compensation 558 — Excess business interest expense 563 — Contingent consideration 9,978 417 Capital losses 813 — Total deferred income tax assets $ 212,987 $ 54,696 Valuation allowance (1,536) (22,503) Net deferred income tax assets $ 211,451 $ 32,193 Deferred income tax liabilities: Equipment and other fixed assets (3,052) (4,271) Total deferred income tax liabilities (3,052) (4,271) Noncurrent net deferred income tax assets $ 208,399 $ 27,922 |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | Balance, December 31, 2019 $ — Additions for tax positions taken in 2020 — Additions for tax positions in prior periods — Additions for tax positions acquired 1,947 Reductions for tax positions in prior periods — Reductions due to settlements — Reductions due to lapse of statute of limitations — Balance, December 31, 2020 $ 1,947 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | March 31, 2020 June 30, 2020 September 30, 2020 As Reported As Restated As Reported As Restated As Reported As Restated Consolidated Balance Sheets: Deferred tax assets $ 33,519 $ 36,684 $ 42,304 $ 45,462 $ 51,114 $ 58,557 Total Assets $ 661,839 $ 665,004 $ 739,309 $ 742,467 $ 1,548,826 $ 1,556,269 Contingent consideration common shares liability - current portion $ — $ 10,293 $ — $ 10,604 $ — $ 21,465 Long-term portion of contingent consideration common shares liability $ — $ 15,390 $ — $ 15,037 $ — $ 29,701 Total Liabilities $ 691,285 $ 716,968 $ 746,103 $ 771,744 $ 1,109,111 $ 1,160,277 Additional paid-in capital $ 21,845 $ 15,012 $ 37,614 $ 30,781 $ 476,861 $ 470,028 Accumulated deficit $ (27,368) $ (43,053) $ (23,335) $ (38,985) $ (23,130) $ (60,020) Total stockholders' equity (deficit) attributable to AdaptHealth Corp. $ (10,655) $ (33,173) $ 8,491 $ (13,992) $ 448,630 $ 404,907 Total stockholders' equity (deficit) $ (29,446) $ (51,964) $ (6,794) $ (29,277) $ 439,715 $ 395,992 Three Months Ended March 31, 2020 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As Reported As Restated As Reported As Revised As Reported As Restated Consolidated Statements of Operations: Change in fair value of contingent consideration common shares liability $ — $ 16,367 $ — $ (42) $ — $ 16,325 Income tax expense (benefit) $ 1,107 $ (1,641) $ 1,819 $ 1,826 $ 2,926 $ 185 Net income (loss) $ 266 $ (13,353) $ 7,169 $ 7,204 $ 7,435 $ (6,149) Net income (loss) attributable to AdaptHealth Corp. $ (158) $ (13,777) $ 4,033 $ 4,068 $ 3,875 $ (9,709) Basic earnings (loss) per share attributable to AdaptHealth Corp. $ — $ (0.33) $ 0.09 $ 0.09 $ 0.09 $ (0.22) Diluted earnings (loss) per share attributable to AdaptHealth Corp. $ — $ (0.33) $ 0.08 $ 0.08 $ 0.08 $ (0.22) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 As Reported As Restated As Reported As Restated Consolidated Statements of Operations: Change in fair value of contingent consideration common shares liability $ — $ 25,525 $ — $ 41,850 Income tax expense (benefit) $ (636) $ (4,921) $ 2,290 $ (4,736) Net income (loss) $ (3,827) $ (25,067) $ 3,608 $ (31,216) Net income (loss) attributable to AdaptHealth Corp. $ (2,489) $ (23,729) $ 1,386 $ (33,438) Basic earnings (loss) per share attributable to AdaptHealth Corp. $ (0.04) $ (0.41) $ 0.03 $ (0.70) Diluted earnings (loss) per share attributable to AdaptHealth Corp. $ (0.04) $ (0.41) $ 0.02 $ (0.70) |
Nature of Business (Details)
Nature of Business (Details) | Nov. 08, 2019item | Jul. 08, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2020 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Goodwill or intangible assets acquired | $ | $ 0 | |||
Sale of stock, net of offering costs | $ | $ 124,999,000 | |||
Number of votes per share | item | 1 | |||
Adapt Health Holdings LLC | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Controlling interest, as a percent | 56.00% | |||
Shareholders of Adapt Health Holdings LLC | Adapt Health Holdings LLC | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Noncontrolling interest, as a percent | 44.00% | 12.00% | ||
Class A Common Stock | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Sale of stock, net of offering costs | $ | $ 125,000,000 | |||
Common Stock issued as per Merger Agreement | shares | 17,386,201 | |||
Redemption of public shares | shares | (20,840,000) | |||
Class B Common Stock | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common Stock issued as per Merger Agreement | shares | 32,113,799 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Error Correction (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total net revenues | $ 1,056,389,000 | $ 529,644,000 | |||||
Operating income | 71,346,000 | 29,378,000 | |||||
Net cash provided by operating activities | 195,634,000 | 60,418,000 | |||||
Change in fair value of contingent consideration - common shares liability | $ 25,525,000 | $ (42,000) | $ 16,367,000 | $ 16,325,000 | $ 41,850,000 | 98,717,000 | 2,483,000 |
Income tax expense (benefit) | (4,921,000) | 1,826,000 | (1,641,000) | 185,000 | (4,736,000) | (11,955,000) | 739,000 |
Net loss | (25,067,000) | 7,204,000 | (13,353,000) | (6,149,000) | (31,216,000) | (58,718,000) | (14,951,000) |
Net loss attributable to AdaptHealth | (23,729,000) | 4,068,000 | (13,777,000) | (9,709,000) | (33,438,000) | $ (64,481,000) | $ (17,062,000) |
Basic and diluted (per share) | $ (1.23) | $ (0.76) | |||||
Deferred tax assets | 58,557,000 | 45,462,000 | 36,684,000 | 45,462,000 | 58,557,000 | $ 208,399,000 | $ 27,922,000 |
Total assets | 1,556,269,000 | 742,467,000 | 665,004,000 | 742,467,000 | 1,556,269,000 | 1,813,472,000 | 546,538,000 |
Contingent consideration common shares liability | 21,465,000 | 10,604,000 | 10,293,000 | 10,604,000 | 21,465,000 | 36,846,000 | 3,158,000 |
Long term portion of contingent consideration common shares liability | 29,701,000 | 15,037,000 | 15,390,000 | 15,037,000 | 29,701,000 | 33,631,000 | 6,158,000 |
Total liabilities | 1,160,277,000 | 771,744,000 | 716,968,000 | 771,744,000 | 1,160,277,000 | 1,418,722,000 | 584,686,000 |
Additional paid-in capital | 470,028,000 | 30,781,000 | 15,012,000 | 30,781,000 | 470,028,000 | 513,807,000 | 4,419,000 |
Accumulated deficit | (60,020,000) | (38,985,000) | (43,053,000) | (38,985,000) | (60,020,000) | (91,063,000) | (29,276,000) |
Total stockholders' deficit attributable to AdaptHealth Corp. | 404,907,000 | (13,992,000) | (33,173,000) | (13,992,000) | 404,907,000 | 418,343,000 | (23,419,000) |
Total stockholders' deficit | 395,992,000 | (29,277,000) | (51,964,000) | (29,277,000) | 395,992,000 | $ 394,750,000 | (38,148,000) |
Revision of Prior Period, Error Correction, Adjustment [Member] | Correction Of The Accounting For Contingent Consideration From Business Combination [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total net revenues | 0 | ||||||
Operating income | 0 | ||||||
Net cash provided by operating activities | 0 | ||||||
Previously Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Income tax expense (benefit) | (636,000) | 1,819,000 | 1,107,000 | 2,926,000 | 2,290,000 | 1,156,000 | |
Net loss | (3,827,000) | 7,169,000 | 266,000 | 7,435,000 | 3,608,000 | (12,885,000) | |
Net loss attributable to AdaptHealth | (2,489,000) | 4,033,000 | (158,000) | 3,875,000 | 1,386,000 | $ (14,996,000) | |
Basic and diluted (per share) | $ (0.66) | ||||||
Deferred tax assets | 51,114,000 | 42,304,000 | 33,519,000 | 42,304,000 | 51,114,000 | $ 27,505,000 | |
Total assets | 1,548,826,000 | 739,309,000 | 661,839,000 | 739,309,000 | 1,548,826,000 | 546,121,000 | |
Total liabilities | 1,109,111,000 | 746,103,000 | 691,285,000 | 746,103,000 | 1,109,111,000 | 575,370,000 | |
Additional paid-in capital | 476,861,000 | 37,614,000 | 21,845,000 | 37,614,000 | 476,861,000 | 11,252,000 | |
Accumulated deficit | (23,130,000) | (23,335,000) | (27,368,000) | (23,335,000) | (23,130,000) | (27,210,000) | |
Total stockholders' deficit attributable to AdaptHealth Corp. | 448,630,000 | 8,491,000 | (10,655,000) | 8,491,000 | 448,630,000 | (14,520,000) | |
Total stockholders' deficit | $ 439,715,000 | $ (6,794,000) | $ (29,446,000) | $ (6,794,000) | $ 439,715,000 | $ (29,249,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition | |||
Total net revenues | $ 1,056,389 | $ 529,644 | |
Unbilled revenue | 20,200 | 8,600 | |
CARES Act funding received | $ 17,000 | ||
CARES Act income recognized | 14,277 | ||
CARES Act deferred payments | 2,700 | ||
Recoupable Advance Payment, CARES Act | $ 46,000 | ||
Employment taxes deferred, CARES Act | 8,600 | ||
FICA tax liability, current, CARES Act | 4,300 | ||
FICA tax liability, noncurrent, CARES Act | 4,300 | ||
Sales Returns and Allowances [Member] | |||
Revenue Recognition | |||
Total net revenues | (11,000) | ||
Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 759,297 | 316,451 | |
Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 297,092 | 213,193 | |
Sleep | |||
Revenue Recognition | |||
Total net revenues | 411,221 | 305,388 | |
Sleep | Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 312,860 | 224,542 | |
Sleep | Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 98,361 | 80,846 | |
Diabetes [Member] | |||
Revenue Recognition | |||
Total net revenues | 161,957 | ||
Diabetes [Member] | Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 159,490 | ||
Diabetes [Member] | Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 2,467 | ||
Supplies to the home | |||
Revenue Recognition | |||
Total net revenues | 145,624 | 7,760 | |
HME | |||
Revenue Recognition | |||
Total net revenues | 113,876 | 85,456 | |
HME | Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 58,029 | 42,487 | |
HME | Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 55,847 | 42,969 | |
Respiratory | |||
Revenue Recognition | |||
Total net revenues | 152,465 | 87,198 | |
Respiratory | Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 28,605 | 5,780 | |
Respiratory | Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 123,860 | 81,418 | |
Other | |||
Revenue Recognition | |||
Total net revenues | 71,246 | 43,842 | |
Other | Transferred at Point in Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 54,689 | 35,882 | |
Other | Transferred over Time [Member] | |||
Revenue Recognition | |||
Total net revenues | 16,557 | 7,960 | |
Insurance Payor [Member] | |||
Revenue Recognition | |||
Total net revenues | 657,033 | 300,361 | |
Government payor | |||
Revenue Recognition | |||
Total net revenues | 295,657 | 168,686 | |
Patient payor | |||
Revenue Recognition | |||
Total net revenues | $ 103,699 | $ 60,597 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value of Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Reported Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | $ 784,381 |
Reported Value Measurement [Member] | Credit Facility [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 301,998 |
Reported Value Measurement [Member] | Senior Notes 6.125 Percent Due 2028 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 342,022 |
Reported Value Measurement [Member] | Promissory Note With Investor [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 140,361 |
Estimate of Fair Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 826,731 |
Estimate of Fair Value Measurement [Member] | Credit Facility [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 301,998 |
Estimate of Fair Value Measurement [Member] | Senior Notes 6.125 Percent Due 2028 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | 370,022 |
Estimate of Fair Value Measurement [Member] | Promissory Note With Investor [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt, Fair Value | $ 154,711 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents | |||
Cash | $ 94,360 | $ 22,863 | |
Money market accounts | 5,602 | 54,015 | |
Cash and cash equivalents, total | $ 99,962 | $ 76,878 | $ 25,186 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Equipment and Other Fixed Assets, Impairment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 |
Payor contracts | ||
Equipment and Other Fixed Assets | ||
Weighted-average useful life | 10 years | |
Developed technology | ||
Equipment and Other Fixed Assets | ||
Weighted-average useful life | 5 years | |
Delivery vehicles | ||
Equipment and Other Fixed Assets | ||
Useful lives of property and equipment | 5 years | |
Minimum | Tradenames [Member] | ||
Equipment and Other Fixed Assets | ||
Weighted-average useful life | 5 years | |
Minimum | Patient medical equipment | ||
Equipment and Other Fixed Assets | ||
Useful lives of property and equipment | 13 months | |
Minimum | Other | ||
Equipment and Other Fixed Assets | ||
Useful lives of property and equipment | 2 years | |
Maximum | Tradenames [Member] | ||
Equipment and Other Fixed Assets | ||
Weighted-average useful life | 10 years | |
Maximum | Patient medical equipment | ||
Equipment and Other Fixed Assets | ||
Useful lives of property and equipment | 5 years | |
Maximum | Other | ||
Equipment and Other Fixed Assets | ||
Useful lives of property and equipment | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Commitments, Advertising Costs, Cost of Revenue, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Accrual related to lawsuits, claims, investigations and proceedings | $ 0 | |
Advertising Costs | ||
Advertising costs | 5,300 | $ 2,100 |
Cost of net revenue | ||
Cost of products and supplies | 441,931 | 156,430 |
Salaries, labor and benefits | 257,898 | 153,173 |
Patient equipment depreciation | 71,072 | 59,498 |
Rent and occupancy | 22,344 | 13,407 |
Other operating expenses | 91,659 | 57,150 |
Equity based compensation, direct | 7,845 | |
Severance | 4,457 | 858 |
Transaction costs | 1,147 | |
Other non-recurring expense | 248 | 189 |
Cost of net revenue | 898,601 | 440,705 |
General and administrative expenses | ||
Salaries and benefits expenses | $ 35,800 | $ 31,700 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentration of Credit Risk, Customers, Income tax (Details) - item | Oct. 27, 2020 | Oct. 26, 2020 | Jul. 01, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Concentration Risk [Line Items] | |||||
Number of product categories included in competitive bidding round | 13 | 15 | 16 | ||
Credit concentration | |||||
Concentration Risk [Line Items] | |||||
Term of previously protected window | 3 years | ||||
Credit concentration | Net accounts receivable | Patient payor | Maximum | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Customer concentration | Net revenue | Government payor | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 28.00% | 32.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Forecast [Member] | |
Recently Adopted Accounting Pronouncements | |
Lease, Practical Expedients, Package [true false] | true |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Jul. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 02, 2020 | Jan. 02, 2020 | Oct. 31, 2019 | Jul. 05, 2019 | Jan. 02, 2019 |
Business Acquisition | ||||||||||
Contingent consideration liability | $ 33,540 | $ 14,725 | $ 15,250 | |||||||
Estimated fair values of net assets acquired | ||||||||||
Goodwill | 998,810 | 266,791 | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||
Cash payment | 790,564 | 63,295 | ||||||||
Equity consideration issued in connection with acquisitions | 123,887 | |||||||||
Liability incurred | 2,000 | |||||||||
Consideration paid allocated to contingent consideration | 27,064 | 12,625 | ||||||||
Deferred payments | 33 | 1,573 | ||||||||
Total consideration | 941,548 | 79,493 | ||||||||
Payment of working capital adjustment from 2018 acquisitions | 800 | |||||||||
Escrow payment | $ 1,000 | |||||||||
Receipt of prior escrow payment | 504 | |||||||||
Payment of contingent consideration | 1,000 | |||||||||
Other current liabilities | ||||||||||
Business Acquisition | ||||||||||
Contingent consideration liability | 23,900 | 4,800 | ||||||||
Other long-term liabilities | ||||||||||
Business Acquisition | ||||||||||
Contingent consideration liability | 9,600 | 9,900 | ||||||||
Significant Acquisitions In 2020 [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | 21,227 | |||||||||
Accounts receivable | 62,940 | |||||||||
Inventory | 26,111 | |||||||||
Prepaid and other current assets | 9,560 | |||||||||
Equipment and other fixed assets | 45,669 | |||||||||
Deferred tax asset | 1,132 | |||||||||
Other assets | 2,921 | |||||||||
Identifiable intangible assets | 122,100 | |||||||||
Goodwill | 732,019 | |||||||||
Accounts payable and accrued expenses | (61,196) | |||||||||
Contract liabilities | (3,344) | |||||||||
Net liabilities - working capital | (11,278) | |||||||||
Other long-term liabilities | (4,107) | |||||||||
Capital lease obligations | (2,206) | |||||||||
Net assets acquired | 941,548 | |||||||||
Patient Care Solutions (PCS) [Member] | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Accounts receivable | $ 14,900 | |||||||||
Equipment and other fixed assets | 500 | |||||||||
Goodwill | 1,000 | |||||||||
Accounts payable and accrued expenses | (2,000) | |||||||||
Net liabilities - working capital | $ (400) | |||||||||
Advanced Home Care Inc [Member] | ||||||||||
Business Acquisition | ||||||||||
Maximum potential contingent consideration | $ 9,000 | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Inventory | 2,700 | |||||||||
Equipment and other fixed assets | 19,800 | |||||||||
Goodwill | 41,700 | |||||||||
Net liabilities - working capital | (1,300) | |||||||||
Contingent consideration liability at fair value | 5,000 | |||||||||
Advanced Home Care Inc [Member] | Tradenames [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | $ 600 | |||||||||
Advanced Home Care Inc [Member] | Other current liabilities | ||||||||||
Business Acquisition | ||||||||||
Contingent consideration liability | 5,000 | |||||||||
Solara Medical Supplies, LLC [Member] | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | $ 12,100 | |||||||||
Accounts receivable | 17,400 | |||||||||
Inventory | 14,400 | |||||||||
Equipment and other fixed assets | 3,500 | |||||||||
Identifiable intangible assets | 85,700 | |||||||||
Goodwill | 347,700 | |||||||||
Accounts payable and accrued expenses | (22,500) | |||||||||
Net liabilities - working capital | (2,900) | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||
Consideration paid allocated to contingent consideration | 1,300 | |||||||||
Payment of contingent consideration | 1,400 | |||||||||
Solara Medical Supplies, LLC [Member] | Payor contracts | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | 60,000 | |||||||||
Solara Medical Supplies, LLC [Member] | Tradenames [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | $ 25,700 | |||||||||
ActivStyle, Inc. [Member] | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | $ 5,000 | |||||||||
Accounts receivable | 5,200 | |||||||||
Inventory | 500 | |||||||||
Net assets - working capital | 2,000 | |||||||||
Equipment and other fixed assets | 1,000 | |||||||||
Identifiable intangible assets | 9,400 | |||||||||
Goodwill | 49,600 | |||||||||
Accounts payable and accrued expenses | (7,200) | |||||||||
ActivStyle, Inc. [Member] | Tradenames [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | 3,100 | |||||||||
ActivStyle, Inc. [Member] | Developed technology | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | $ 6,300 | |||||||||
Pinnacle Medical Solutions, Inc. [Member] | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Maximum potential contingent consideration | $ 15,000 | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | 1,200 | |||||||||
Accounts receivable | 4,200 | |||||||||
Net assets - working capital | 400 | |||||||||
Identifiable intangible assets | 15,200 | |||||||||
Goodwill | 107,700 | |||||||||
Accounts payable and accrued expenses | (5,800) | |||||||||
Contingent consideration liability at fair value | 14,700 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||
Consideration paid allocated to contingent consideration | 14,300 | |||||||||
Pinnacle Medical Solutions, Inc. [Member] | Payor contracts | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | 14,000 | |||||||||
Pinnacle Medical Solutions, Inc. [Member] | Tradenames [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | $ 1,200 | |||||||||
Acquisitions Combined, 2 Providers Of Home Medical Equipment And 2 Distributors Of Diabetes Products [Member] | ||||||||||
Business Acquisition | ||||||||||
Maximum potential contingent consideration | 3,000 | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | 300 | |||||||||
Accounts receivable | 13,700 | |||||||||
Inventory | 4,600 | |||||||||
Equipment and other fixed assets | 14,300 | |||||||||
Identifiable intangible assets | 10,600 | |||||||||
Goodwill | 121,200 | |||||||||
Accounts payable and accrued expenses | (14,100) | |||||||||
Net liabilities - working capital | (900) | |||||||||
Capital lease obligations | (2,000) | |||||||||
Contingent consideration liability at fair value | 2,800 | |||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||
Consideration paid allocated to contingent consideration | 2,800 | |||||||||
Acquisitions Combined, 2 Providers Of Home Medical Equipment And 2 Distributors Of Diabetes Products [Member] | Payor contracts | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | 8,000 | |||||||||
Acquisitions Combined, 2 Providers Of Home Medical Equipment And 2 Distributors Of Diabetes Products [Member] | Tradenames [Member] | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Identifiable intangible assets | 2,600 | |||||||||
Significant acquisitions in 2019 | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Cash | 92 | |||||||||
Accounts receivable | 5,405 | |||||||||
Inventory | 4,262 | |||||||||
Prepaid and other current assets | 121 | |||||||||
Equipment and other fixed assets | 10,968 | |||||||||
Goodwill | 65,270 | |||||||||
Accounts payable and accrued expenses | (4,916) | |||||||||
Contract liabilities | (1,709) | |||||||||
Net assets acquired | 79,493 | |||||||||
Gould's | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Accounts receivable | $ 4,000 | |||||||||
Inventory | 2,500 | |||||||||
Equipment and other fixed assets | 3,400 | |||||||||
Goodwill | 17,900 | |||||||||
Accounts payable and accrued expenses | (3,000) | |||||||||
Net liabilities - working capital | (500) | |||||||||
Contingent consideration liability at fair value | $ 1,500 | |||||||||
SleepMed | ||||||||||
Estimated fair values of net assets acquired | ||||||||||
Inventory | $ 200 | |||||||||
Equipment and other fixed assets | 1,400 | |||||||||
Goodwill | 14,100 | |||||||||
Net liabilities - working capital | (300) | |||||||||
Contingent consideration liability at fair value | $ 4,000 | |||||||||
Choice | ||||||||||
Business Acquisition | ||||||||||
Interest acquired, as a percent | 100.00% | |||||||||
Maximum potential contingent consideration | $ 12,500 | |||||||||
Estimated fair values of net assets acquired | ||||||||||
Accounts receivable | 800 | |||||||||
Net assets - working capital | 100 | |||||||||
Equipment and other fixed assets | 100 | |||||||||
Goodwill | 18,900 | |||||||||
Accounts payable and accrued expenses | (1,200) | |||||||||
Contingent consideration liability at fair value | $ 6,200 | |||||||||
Other | Maximum | ||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||
Total consideration | $ 20,000 | $ 10,000 |
Acquisitions - Pro-forma Financ
Acquisitions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Pro-forma financial information: | ||
Pro-forma net revenue | $ 1,312,320 | $ 1,168,045 |
Pro-forma operating income | 108,543 | 64,998 |
Net revenue since acquisition date | 427,352,000 | 52,711,000 |
Operating income (loss) since acquisition date | $ 17,673,000 | $ 7,856,000 |
Equipment and Other Fixed Ass_3
Equipment and Other Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | $ 192,417 | $ 132,006 |
Less accumulated depreciation | (81,949) | (68,447) |
Equipment and other fixed assets, net | 110,468 | 63,559 |
Fully-depreciated assets written off | 62,600 | 72,800 |
Patient medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | 158,108 | 112,071 |
Delivery vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | 8,211 | 4,461 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | $ 26,098 | $ 15,474 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Gross carrying amount | |||
Beginning balance | $ 266,791 | $ 202,436 | |
Goodwill from acquisitions | 732,019 | 65,270 | |
Receipt of prior escrow payment | (504) | ||
Decrease | (411) | ||
Ending balance | 998,810 | 266,791 | $ 202,436 |
Net carrying amount | |||
Beginning balance | 266,791 | ||
Ending balance | 998,810 | 266,791 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Escrow payment | $ 1,000 | ||
Escrow payment due period | 1 year |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets - Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of intangible assets | $ 6,039 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
2021 | 13,336 |
2022 | 13,336 |
2023 | 13,336 |
2024 | 13,336 |
2025 | 12,388 |
Thereafter | 50,329 |
Finite-Lived Intangible Assets, Net, Total | 116,061 |
Impairment of Intangible Assets, Finite-lived | 0 |
Payor contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,616 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 9 years 7 months 6 days |
Weighted-average useful life | 10 years |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
Finite-Lived Intangible Assets, Net, Total | $ 78,384 |
Tradenames [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,793 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years 9 months 18 days |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
Finite-Lived Intangible Assets, Net, Total | $ 32,007 |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 630 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 6 months |
Weighted-average useful life | 5 years |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
Finite-Lived Intangible Assets, Net, Total | $ 5,670 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Valuation of Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | $ 5,602 | $ 54,015 |
Level 1 | Money market accounts | ||
Assets | ||
Total assets measured at fair value | 5,602 | 54,015 |
Level 2 | ||
Liabilities | ||
Total liabilities measured at fair value | 16,161 | 8,339 |
Level 2 | Interest Rate Swap Short-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 5,941 | 2,157 |
Level 2 | Interest Rate Swap Long-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 10,220 | 6,182 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 104,017 | 24,041 |
Level 3 | Acquisition-related contingent consideration obligations-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 23,941 | 4,825 |
Level 3 | Acquisition-related contingent consideration obligations-long term | ||
Liabilities | ||
Total liabilities measured at fair value | 9,599 | $ 9,900 |
Level 3 | Contingent consideration common shares liability-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 36,846 | |
Level 3 | Contingent consideration common shares liability-long term | ||
Liabilities | ||
Total liabilities measured at fair value | $ 33,631 |
Fair Value - Contingent Conside
Fair Value - Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | $ 14,725 | $ 15,250 |
Additions | 27,064 | 12,625 |
Payments | (4,204) | (13,000) |
Gain | (4,176) | (150) |
Other activity | 131 | |
Contingent consideration liability at end of period | 33,540 | 14,725 |
Other current liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 4,800 | |
Contingent consideration liability at end of period | 23,900 | 4,800 |
Other long-term liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 9,900 | |
Contingent consideration liability at end of period | $ 9,600 | $ 9,900 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Non-financial Assets Measured on Non-recurring Basis (Details) - Nonrecurring - Level 3 - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (annual impairment assessment) | $ 998,810 | $ 266,791 |
Finite-lived Intangible Assets, Fair Value Disclosure | $ 116,061 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 250,000 | $ 250,000 |
Estimated reclassification to interest expense | 100 | |
Derivatives designated as hedging instruments | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | (16,161) | (8,339) |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other current liabilities | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | (5,941) | (2,157) |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other long-term liabilities | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (10,220) | $ (6,182) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Effect on Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ (7.8) | $ 3.5 |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 2.8 | $ 0.9 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Not designated (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Derivative Instruments and Hedging Activities | |
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (12.4) |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Debt Issuance Costs [Line Items] | ||||
Balance at beginning of period | $ 7,853 | $ 2,258 | ||
Capitalized fees | 13,049 | 9,028 | ||
Amortization | (1,876) | (1,312) | ||
Write-off due to debt refinancing | $ (2,100) | (5,316) | (2,121) | |
Balance at end of period | 13,710 | 7,853 | ||
Amortization expense | 1,876 | 1,312 | ||
Deferred financing costs expected amortization | ||||
Deferred financing costs | 13,710 | 2,258 | $ 13,710 | |
2021 | 4,243 | |||
2022 | 1,650 | |||
2023 | 1,650 | |||
2024 | 1,650 | |||
2025 | 1,650 | |||
Thereafter | $ 2,867 | |||
Interest expense | ||||
Debt Issuance Costs [Line Items] | ||||
Amortization | (1,900) | (1,300) | ||
Amortization expense | $ 1,900 | $ 1,300 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 191,038 | $ 79,237 |
Employee related accruals | 26,705 | 12,320 |
Accrued interest | 11,062 | 4,022 |
Other | 25,407 | 7,149 |
Accounts payable and accrued expenses | $ 254,212 | $ 102,728 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Debt, Gross | $ 797,271 | |||
Unamortized deferred financing fees | (12,557) | $ (6,642) | ||
Debt, Net | 784,714 | 396,833 | ||
Current portion | (8,146) | (1,721) | ||
Long-term portion | 776,568 | 395,112 | ||
Interest expense related to long-term debt agreements | 42,000 | 27,800 | ||
Revolving Credit Loans Maturing July 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 200,000 | |||
Revolver Letter Of Credit Sublimit Maturing July 2025. [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | 4,300 | |||
Borrowing capacity | $ 15,000 | |||
Senior Notes 6.125 Percent Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | 350,000 | |||
Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 425,000 | |||
Secured term loans | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | 248,438 | 246,250 | ||
Revolving credit facility/revolver | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | 55,000 | 12,000 | ||
Borrowing capacity | $ 75,000 | |||
Promissory Note With Investor [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | 143,500 | 143,500 | ||
Other | ||||
Debt Instrument [Line Items] | ||||
Debt, Gross | $ 333 | $ 1,725 |
Debt - Long term debt (Details)
Debt - Long term debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 | Jul. 31, 2020 | Nov. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Payments of Debt Issuance Costs | $ 9,000 | |||||
Write-off of deferred financing costs | 2,100 | $ 5,316 | $ 2,121 | |||
Proceeds from Lines of Credit | 591,275 | 360,500 | ||||
Distributions to members | 250,000 | 250,000 | ||||
Redemption of members' interest | 3,700 | 3,714 | ||||
Repayment of loan | 547,480 | 237,572 | ||||
Debt balance outstanding | 797,271 | |||||
Credit Agreement Maturing July 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments of Debt Issuance Costs | $ 2,700 | |||||
Revolving Credit Loans Maturing July 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 200,000 | |||||
Proceeds from Lines of Credit | $ 55,000 | |||||
Credit facility Interest rate | 3.44% | |||||
Remaining maximum borrowings available | $ 140,700 | |||||
Revolving Credit Loans Maturing July 2025 [Member] | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of loan | $ 55,000 | |||||
Revolving Credit Loans Maturing July 2025 [Member] | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee (as a percent) | 0.25% | |||||
Revolving Credit Loans Maturing July 2025 [Member] | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee (as a percent) | 0.50% | |||||
Revolver Letter Of Credit Sublimit Maturing July 2025. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 15,000 | |||||
Debt balance outstanding | 4,300 | |||||
Term Loan Maturing July 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 250,000 | |||||
Term Loan Maturing July 2025 [Member] | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Rate margin (as a percent) | 2.50% | |||||
Term Loan Maturing July 2025 [Member] | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Rate margin (as a percent) | 3.75% | |||||
Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | 425,000 | |||||
Payments of Debt Issuance Costs | $ 1,900 | |||||
Write-off of deferred financing costs | $ 5,300 | |||||
Proceeds from Lines of Credit | 216,300 | |||||
Repayment of credit facility | $ 523,900 | 151,900 | ||||
Secured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt balance outstanding | $ 248,438 | 246,250 | ||||
Credit facility Interest rate | 3.44% | |||||
Secured term loans | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of loan | $ 246,900 | |||||
Secured term loans | First Specified Repayment Period [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly principal repayments | $ 1,600 | |||||
Secured term loans | Second Specified Repayment Period [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly principal repayments | 3,100 | |||||
Initial/credit facility term loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of credit facility | $ 50,000 | |||||
Face amount | 300,000 | |||||
Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | 50,000 | |||||
Revolving credit facility/revolver | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 75,000 | |||||
Debt balance outstanding | $ 55,000 | $ 12,000 |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 08, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of senior unsecured notes | $ 350,000 | |||||||
Debt Instrument, Unamortized Discount | $ 12,557 | 12,557 | $ 6,642 | |||||
Debt Issuance Costs, Net | $ 13,710 | 13,710 | 7,853 | $ 2,258 | ||||
Proceeds from issuance of members' interests | $ 20,000 | 20,000 | ||||||
Note payable issued | 2,000 | |||||||
Repayments of Long-term Debt | 547,480 | $ 237,572 | ||||||
Current tax liability associated with recapitalization | $ 5,900 | |||||||
Number of shares in Consideration Unit | 1 | |||||||
Number of shares under Put/Call Option and Consent Agreement | 1,898,967 | 1,898,967 | ||||||
Minimum variable price, as percent of weighted average price | 85.00% | |||||||
Sales price (in dollars per share) | $ 15.76 | |||||||
Equity activity resulting from the Put/Call Agreement | $ 29,900 | (29,927) | ||||||
Accumulated Deficit | ||||||||
Debt Instrument [Line Items] | ||||||||
Equity activity resulting from the Put/Call Agreement | 2,694 | |||||||
Additional paid-in capital | ||||||||
Debt Instrument [Line Items] | ||||||||
Equity activity resulting from the Put/Call Agreement | $ (32,621) | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum fixed purchase price (in dollars per share) | $ 14.50 | |||||||
Promissory Note With Investor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 100,000 | |||||||
Interest rate payable in cash | 6.00% | |||||||
Interest rate payable in kind | 6.00% | |||||||
Promissory Note With Investor [Member] | Period starting on the closing date and ending on the seventh anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Interest rate | 12.00% | |||||||
Promissory Note With Investor [Member] | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Interest rate | 15.00% | |||||||
Promissory Note With Investor [Member] | Make-whole Premium, First Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Make-whole premium, as a percent | 15.00% | |||||||
Promissory Note With Investor [Member] | Make-whole Premium, Second Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Make-whole premium, as a percent | 10.00% | |||||||
Promissory Note With Investor [Member] | Make-whole Premium, Third Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Make-whole premium, as a percent | 5.00% | |||||||
Promissory Note With Investor [Member] | LIBOR | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | ||||||||
Debt Instrument [Line Items] | ||||||||
Rate margin (as a percent) | 12.00% | |||||||
Promissory Note From Members Interest [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 43,500 | |||||||
Proceeds from issuance of members' interests | $ 20,000 | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 350,000 | |||||||
Debt Interest rate | 6.125% | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |||||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 106.125% | |||||||
Debt Issuance Costs, Net | $ 8,400 | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 103.063% | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 102.042% | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 101.021% | |||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Five and thereafter | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% |
Debt - Maturity of total debt (
Debt - Maturity of total debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 303,771 |
Thereafter | 493,500 |
Total debt maturity | $ 797,271 |
Stockholders' Equity - Business
Stockholders' Equity - Business combination (Details) $ / shares in Units, $ in Thousands | Nov. 08, 2019USD ($)Vote$ / sharesshares | Jul. 08, 2019shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition | |||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | shares | 3,480,466 | 550,000 | 18,167,547 | 18,717,547 | |||
Shares exchanged for cash, value | $ 44,273 | $ 20,000 | |||||
Stock exchange ratio | 1 | ||||||
Sources and uses of cash in connection with the Business Combination: | |||||||
Private Placement | 225,000 | ||||||
Legacy AdaptHealth Holdings LLC Redemptions | 20,000 | ||||||
Debt repayment | $ 547,480 | $ 237,572 | |||||
Common stock, shares authorized (in shares) | shares | 250,000,000 | ||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | shares | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |
Vote for each share | Vote | 1 | ||||||
Adapt Health Holdings LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Cash and cash equivalents | $ 43,912 | ||||||
Current assets | 71 | ||||||
Current liabilities | (11,215) | ||||||
Net assets acquired | 32,768 | ||||||
Sources and uses of cash in connection with the Business Combination: | |||||||
DFB's cash on hand | 43,912 | ||||||
Private Placement | 125,000 | ||||||
Total Sources | 168,912 | ||||||
Cash to balance sheet | 52,845 | ||||||
Legacy AdaptHealth Holdings LLC Redemptions | 20,000 | ||||||
Debt repayment | 81,500 | ||||||
Transaction expenses | 14,567 | ||||||
Total Uses | $ 168,912 | ||||||
Class A Common Stock | |||||||
Sources and uses of cash in connection with the Business Combination: | |||||||
Sale of stock (in shares) | shares | 12,500,000 | 12,500,000 | |||||
Common stock, shares authorized (in shares) | shares | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | 210,000,000 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class B Common Stock | |||||||
Business Acquisition | |||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | shares | 16,659,739 | 550,000 | 17,209,739 | ||||
Shares exchanged for cash, in shares | shares | 1,507,808 | ||||||
Shares exchanged for cash, value | $ 44,300 | ||||||
Sources and uses of cash in connection with the Business Combination: | |||||||
Common stock, shares authorized (in shares) | shares | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Adapt Health Holdings LLC | |||||||
Business Acquisition | |||||||
Percentage of economic and voting interests | 49.00% | ||||||
DFB Acquisitions Corp | |||||||
Business Acquisition | |||||||
Percentage of economic and voting interests | 51.00% | ||||||
Adapt Health Holdings LLC | |||||||
Business Acquisition | |||||||
Controlling interest, as a percent | 56.00% | ||||||
Adapt Health Holdings LLC | Shareholders of Adapt Health Holdings LLC | |||||||
Business Acquisition | |||||||
Noncontrolling interest, as a percent | 44.00% | 12.00% | 12.00% | 12.00% |
Stockholders' Equity - Activity
Stockholders' Equity - Activity (Details) $ / shares in Units, $ in Thousands | Nov. 08, 2019USD ($)$ / sharesshares | Jul. 08, 2019USD ($)shares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020shares | Jul. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Aug. 04, 2020$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | $ 124,999 | |||||||||
Offering costs | $ 11,725 | $ 837 | ||||||||
Share Price | $ / shares | $ 18.7175 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from issuance of members' interests | $ 20,000 | $ 20,000 | ||||||||
Debt repayment | $ 547,480 | 237,572 | ||||||||
Distribution to members | 250,000 | |||||||||
Redemption of certain members' interests | $ 3,713 | |||||||||
Adapt Health Holdings LLC | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Debt repayment | $ 81,500 | |||||||||
Class A Common Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | $ 125,000 | |||||||||
Shares issued | shares | 12,500,000 | 12,500,000 | ||||||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | shares | 2,887,709 | |||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | shares | 15,810,547 | |||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | shares | 2,000,000 | |||||||||
Series A Preferred Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | shares | 39,706 | |||||||||
Series B-1 Preferred Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Conversion of Series B-2 Preferred Stock to Series B-1 Preferred Stock (in shares) | shares | 25,454.55 | |||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | shares | 158,105.47 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Shares of common stock received in conversion for each share of preferred stock | shares | 100 | |||||||||
Preferred stock conversion, ceiling as a percent of outstanding common stock | 4.9 | |||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | shares | 20,000 | |||||||||
Series B-2 Preferred Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | $ 35,000 | |||||||||
Shares issued | shares | 35,000 | |||||||||
Conversion of Series B-2 Preferred Stock to Series B-1 Preferred Stock (in shares) | shares | 35,000 | |||||||||
Private Placement [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | $ 190,000 | 223,361 | ||||||||
Offering costs | $ 1,600 | 1,639 | ||||||||
Private Placement [Member] | Class A Common Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Shares issued | shares | 10,930,471 | |||||||||
Private Placement [Member] | Series A Preferred Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Shares issued | shares | 39,706 | |||||||||
Public Offering [Member] | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | 132,514 | |||||||||
Offering costs | $ 10,086 | |||||||||
Public Offering [Member] | Class A Common Stock | ||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||
Proceeds from sale of stock | $ 142,600 | |||||||||
Shares issued | shares | 9,200,000 | |||||||||
Offering costs | $ 10,100 | |||||||||
Share Price | $ / shares | $ 15.50 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | Aug. 04, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Nov. 08, 2019$ / sharesshares |
Warrants and Rights Note Disclosure [Abstract] | |||
Warrants outstanding | 4,280,548 | 12,666,666 | |
Common stock for each warrant exercised | 0.3856 | 1 | |
Warrant exercisable price | $ / shares | $ 11.50 | $ 11.50 | |
Warrants exercised in cashless transaction, number exercised | 6,254,803 | ||
Warrants exercised for cash, number exercised | 2,131,315 | ||
Proceeds from exercise of warrants | $ | $ 24,495,000 | ||
Warrant Redemption Price | $ / shares | $ 0.01 | ||
Warrant Cashless Exercise, Share Equivalent Of Exercise Price | 0.6144 | ||
Warrant Redemption, Stock Price Trigger | $ / shares | $ 18 | ||
Warrant Redemption, Threshold Consecutive Trading Days | $ | 30 | ||
Warrant Redemption, Threshold Trading Days | $ | 20 | ||
Share Price | $ / shares | $ 18.7175 | ||
Price period | 10 days | ||
Public warrants, number redeemed | 2,285,410 | ||
Exercise of warrants (in shares) | 881,239 | ||
Class A Common Stock | |||
Warrants and Rights Note Disclosure [Abstract] | |||
Shares issued in cashless exercise of warrants (in shares) | 1,973,707 | ||
Shares issued in cash exercise of warrants (in shares) | 2,131,315 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 08, 2019 | |
Class of Stock [Line Items] | ||||||||
Earn-out consideration, shares per annual installment | 1,000,000 | |||||||
First stock price hurdle (in dollars per share) | $ 15 | |||||||
Second stock price hurdle (in dollars per share) | 18 | |||||||
Third stock price hurdle (in dollars per share) | $ 22 | |||||||
Earn-out consideration, number of shares issued during the period | 1,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Change in amount of contingent common share liability | ||||||||
Contingent consideration common shares liability | $ 70,477 | $ 9,316 | ||||||
Change in fair value of contingent consideration - common shares liability | $ 25,525 | $ (42) | $ 16,367 | $ 16,325 | $ 41,850 | 98,717 | 2,483 | |
Reclassification of contingent consideration common shares liability to equity | (37,556) | |||||||
Contingent consideration common shares liability | 21,465 | 10,604 | 10,293 | 10,604 | 21,465 | 36,846 | 3,158 | |
Long term portion of contingent consideration common shares liability | $ 29,701 | $ 15,037 | $ 15,390 | $ 15,037 | $ 29,701 | $ 33,631 | $ 6,158 | |
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Actual average share price during the period | $ 15 | |||||||
Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | ||||||
Class B Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Options
Stockholders' Equity - Options activity and assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 47,335 | 3,416,666 | ||
Options granted, exercise price | $ 16.25 | $ 11.50 | ||
Options granted, grant date fair value | $ 0.3 | $ 7.2 | ||
Options outstanding | 3,464,001 | |||
Options vested | 1,154,667 | |||
Options expected to vest | 1,154,667 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise period | 10 years | |||
Expected volatility | 40.70% | 35.90% | ||
Risk-free interest rate | 0.40% | 1.70% | ||
Expected term | 6 years | 6 years | ||
2019 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance | 8,000,000 | |||
Expected volatility | 40.00% | |||
Risk-free interest rate | 2.00% | |||
Expected term | 1 year 6 months |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 18.7 | $ 11.1 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 2,120,000 | 901,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Non-vested balance at beginning of period | 901,000 | |||
Granted, shares | 2,120,000 | 901,000 | ||
Vested, shares | (541,000) | |||
Forfeited, shares | (232,000) | |||
Non-vested balance at end of period | 2,248,000 | 901,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Non-vested, grant date fair value at beginning of period | $ 5.83 | |||
Granted, grant date fair value | 18.60 | $ 5.83 | ||
Vested, grant date fair value | 10.78 | |||
Forfeited, grant date fair value | 15.97 | |||
Non-vested, grant date fair value at end of period | $ 15.60 | $ 5.83 | ||
Restricted Stock | Various Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 491,250 | |||
Vesting period | 4 years | |||
Grant date fair value | $ 4 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 491,250 | |||
Restricted Stock | Employee Of Acquired Entity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 300,000 | |||
Vesting accelerated, shares | 50,000 | |||
Grant date fair value | $ 4.9 | |||
Equity-based compensation expense | $ 3.9 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 300,000 | |||
Vested, shares | (125,000) | |||
Forfeited, shares | (125,000) | |||
Restricted Stock | Executive | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 410,000 | |||
Vesting percentage | 33.33% | |||
Grant date fair value | $ 1.2 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 410,000 | |||
Vested, shares | (136,667) | |||
Vesting based on service (continued employment) | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 969,583 | |||
Grant date fair value | $ 18.3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 969,583 | |||
Vesting based on service (continued employment) | Restricted Stock | Employee Of Acquired Entity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 50,000 | |||
Vesting percentage | 25.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 50,000 | |||
Vesting based on service (continued employment) | Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Vesting based on service (continued employment) | Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Vesting based on performance | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 850,219 | |||
Grant date fair value | $ 16.3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 850,219 | |||
Vesting based on performance | Restricted Stock | Employee Of Acquired Entity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 250,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted, shares | 250,000 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive units and assumptions (Details) - USD ($) $ in Millions | Nov. 08, 2019 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
2019 Incentive Plan | |||||
Equitybased Compensation | |||||
Discount for lack of marketability | 25.00% | ||||
Grant date fair value | $ 4.5 | ||||
Expected term | 1 year 6 months | ||||
Expected volatility | 40.00% | ||||
Risk-free interest rate | 2.00% | ||||
2018 Incentive Plan | |||||
Equitybased Compensation | |||||
Grant date fair value | $ 5.3 | ||||
Incentive units | Vesting based on performance | |||||
Equitybased Compensation | |||||
Vesting period | 1 year | ||||
Incentive units | 2019 Incentive Plan | |||||
Equitybased Compensation | |||||
Vesting percentage | 25.00% | ||||
Vesting period | 4 years | ||||
Incentive units | 2019 Incentive Plan | Vesting based on service (continued employment) | |||||
Equitybased Compensation | |||||
Vesting percentage | 50.00% | ||||
Incentive units | 2019 Incentive Plan | Vesting based on performance | |||||
Equitybased Compensation | |||||
Vesting percentage | 50.00% |
Stockholders' Equity - Stock aw
Stockholders' Equity - Stock awards (Details) - USD ($) $ in Millions | Nov. 08, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 18.7 | $ 11.1 | |
Retention Program Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, shares | 57,069 | 36,480 | |
Equity-based compensation expense | $ 3.2 | $ 1.1 | $ 0.3 |
Stockholders' Equity - Equity-b
Stockholders' Equity - Equity-based compensation (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 18,700 | $ 11,100 |
Excess tax benefits associated with equity-based compensation | 2,100 | 0 |
Accelerated vesting cost | 2,700 | |
Award modification cost | $ 2,200 | |
Unrecognized compensation expense | $ 29,100 | |
Recognition period | 2 years 9 months 18 days | |
Stock available for issuance | 1.7 | |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 10,800 | |
Cost of Sales [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 7,900 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||
Net Income (Loss) Attributable to Parent | $ (23,729) | $ 4,068 | $ (13,777) | $ (9,709) | $ (33,438) | $ (64,481) | $ (17,062) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (64,481) | $ (17,062) | |||||
Earnings Per Share, Basic | $ (0.41) | $ 0.09 | $ (0.33) | $ (0.22) | $ (0.70) | ||
Earnings Per Share, Diluted | $ (0.41) | $ 0.08 | $ (0.33) | $ (0.22) | $ (0.70) | ||
Denominator: | |||||||
Basic and diluted weighted average shares outstanding | 52,488 | 22,557 | |||||
Basic and diluted net (loss) income per share attributable to Class A shareholders | $ (1.23) | $ (0.76) |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Capital Lease Obligations | ||
Interest expense related to capital leases | $ 100 | $ 200 |
Future annual minimum payments required under lease obligations | ||
2021 | 22,390 | |
2022 | 797 | |
2023 | 144 | |
Total | 23,331 | |
Less amount representing interest | (182) | |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Total | 23,149 | |
Current portion | (22,282) | (19,750) |
Noncurrent | 867 | |
Equipment under capital leases | ||
Cost of equipment under capital leases | 43,300 | 39,100 |
Accumulated depreciation of equipment under capital leases | $ 13,000 | $ 11,700 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Commitments | ||
Deferred rent | $ 1,400 | $ 1,100 |
Rent expense | 16,800 | $ 10,300 |
Minimum annual lease commitments under noncancelable leases | ||
2021 | 18,403 | |
2022 | 14,893 | |
2023 | 11,788 | |
2024 | 9,055 | |
2025 | 5,960 | |
Thereafter | 15,646 | |
Lease commitments | 75,745 | |
Minimum sublease rentals | $ 1,900 |
Retirement Plans (Details)
Retirement Plans (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)item | |
Retirement Plans | |
Number of plans administered by others | item | 1 |
Matching or profit sharing expense | $ | $ 1.5 |
Self Insured Plans (Details)
Self Insured Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Self Insured Plans | ||
Stop-loss threshold | $ 175 | |
Liability for claims incurred but not reported | $ 3,500 | $ 1,200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies. | |
Accrual related to lawsuits, claims, investigations and proceedings | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Nov. 09, 2019USD ($) | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2015 | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | |||||
Number of executives | item | 2 | ||||
Forgiveness of employee loan | $ 965 | ||||
Investor | |||||
Related Party Transaction [Line Items] | |||||
Loan from related party | $ 143,500 | ||||
Members of AdaptHealth Holdings | |||||
Related Party Transaction [Line Items] | |||||
Amount borrowed by related party | $ 1,000 | ||||
Interest rate | 1.90% | ||||
Forgiveness of employee loan | $ 1,000 | ||||
Vendor two | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest, as a percent | 1.00% | ||||
Expense for related party | $ 2,600 | $ 2,000 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||||||
Federal | $ 5,608 | $ (961) | |||||
State | 3,538 | 1,222 | |||||
Current income tax (benefit) expense | 9,146 | 261 | |||||
Deferred: | |||||||
Federal | (16,587) | 371 | |||||
State | (4,514) | 107 | |||||
Deferred income tax (benefit) expense | (21,101) | 478 | |||||
Total income tax (benefit) expense | $ (4,921) | $ 1,826 | $ (1,641) | $ 185 | $ (4,736) | $ (11,955) | $ 739 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Federal tax at statutory rate | 21.00% | 21.00% |
Nontaxable income | (0.10%) | (36.90%) |
State income taxes, net of federal benefit | 4.00% | (7.40%) |
Change in valuation allowance | (1.20%) | 5.10% |
Change in fair value of contingent consideration | (12.90%) | (1.60%) |
Deferred adjustments | 5.00% | 14.40% |
Other | 1.00% | 0.20% |
Effective income tax rate | 16.80% | (5.20%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Accounts receivable | $ 4,276 | $ 3,189 |
Goodwill | 3,920 | 4,805 |
Investment in Partnership | 178,978 | 41,745 |
Inventory | 24 | 61 |
Accruals | 693 | 250 |
Net operating losses and credits | 12,454 | 3,495 |
Charitable contribution | 17 | |
Start-up / organizational costs | 475 | 509 |
AMT credit | 208 | |
Contract liabilities | 255 | |
Equity based compensation | 558 | |
Excess business interest expense | 563 | |
Contingent consideration | 9,978 | 417 |
Capital losses | 813 | |
Total deferred income tax assets | 212,987 | 54,696 |
Valuation Allowance | (1,536) | (22,503) |
Net deferred income tax assets | 211,451 | 32,193 |
Deferred income tax liabilities: | ||
Equipment and other fixed assets | (3,052) | (4,271) |
Total deferred income tax liabilities | (3,052) | (4,271) |
Noncurrent net deferred income tax assets | $ 208,399 | $ 27,922 |
Income Taxes - NOLs, Unrecogniz
Income Taxes - NOLs, Unrecognized tax benefits (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Contingency [Line Items] | |||
NOLs expected to expire | $ 3,400 | ||
NOLs not subject to expiration | 45,700 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Additions for tax positions acquired | 1,947 | ||
Unrecognized Tax Benefits, Ending Balance | 1,947 | ||
Accrued liability for interest and penalties | 900 | $ 0 | |
Pinnacle Medical Solutions, Inc. [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Additions for tax positions acquired | $ 1,900 | ||
Capital Loss Carryforward [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax Credit Carryforward, Amount | 3,100 | ||
Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 49,600 | 10,300 | |
Federal | Pinnacle Medical Solutions, Inc. [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 3,900 | ||
State and local | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 29,400 | $ 21,900 |
Income Taxes - TRA, etc. (Detai
Income Taxes - TRA, etc. (Details) - USD ($) $ in Thousands | Nov. 08, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Income Taxes | ||||||||||
Exchange of equity interests, in shares | 3,480,466 | 550,000 | 18,167,547 | 18,717,547 | ||||||
Increase in tax basis step-up, goodwill | $ 33,600 | $ 6,000 | $ 485,700 | $ 491,700 | ||||||
Tax Receivable Agreement, payout percentage | 85.00% | |||||||||
Increase in liability due to additional exchanges | 140,400 | |||||||||
Increase in deferred tax asset | 165,200 | |||||||||
Liability related to TRA | 152,000 | $ 10,800 | ||||||||
Income Tax Expense (Benefit) | $ (4,921) | $ 1,826 | $ (1,641) | $ 185 | $ (4,736) | (11,955) | 739 | |||
Uncertain tax positions | 1,947 | 1,947 | ||||||||
Federal | ||||||||||
Income Taxes | ||||||||||
Operating loss carryforwards | 10,300 | 49,600 | 10,300 | 49,600 | ||||||
State and local | ||||||||||
Income Taxes | ||||||||||
Operating loss carryforwards | $ 21,900 | $ 29,400 | $ 21,900 | $ 29,400 |
Quarterly Financial Informati_3
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||||||
Deferred tax assets | $ 58,557 | $ 45,462 | $ 36,684 | $ 45,462 | $ 58,557 | $ 208,399 | $ 27,922 |
Total assets | 1,556,269 | 742,467 | 665,004 | 742,467 | 1,556,269 | 1,813,472 | 546,538 |
Contingent consideration common shares liability | 21,465 | 10,604 | 10,293 | 10,604 | 21,465 | 36,846 | 3,158 |
Long term portion of contingent consideration common shares liability | 29,701 | 15,037 | 15,390 | 15,037 | 29,701 | 33,631 | 6,158 |
Total liabilities | 1,160,277 | 771,744 | 716,968 | 771,744 | 1,160,277 | 1,418,722 | 584,686 |
Additional paid-in capital | 470,028 | 30,781 | 15,012 | 30,781 | 470,028 | 513,807 | 4,419 |
Accumulated deficit | (60,020) | (38,985) | (43,053) | (38,985) | (60,020) | (91,063) | (29,276) |
Total stockholders' deficit attributable to AdaptHealth Corp. | 404,907 | (13,992) | (33,173) | (13,992) | 404,907 | 418,343 | (23,419) |
Total stockholders' deficit | 395,992 | (29,277) | (51,964) | (29,277) | 395,992 | 394,750 | (38,148) |
Income Statement Related Disclosures [Abstract] | |||||||
Change in fair value of contingent consideration - common shares liability | 25,525 | (42) | 16,367 | 16,325 | 41,850 | 98,717 | 2,483 |
Income tax expense (benefit) | (4,921) | 1,826 | (1,641) | 185 | (4,736) | (11,955) | 739 |
Net (loss) income | (25,067) | 7,204 | (13,353) | (6,149) | (31,216) | (58,718) | (14,951) |
Net loss attributable to AdaptHealth | $ (23,729) | $ 4,068 | $ (13,777) | $ (9,709) | $ (33,438) | $ (64,481) | (17,062) |
Earnings Per Share, Basic | $ (0.41) | $ 0.09 | $ (0.33) | $ (0.22) | $ (0.70) | ||
Earnings Per Share, Diluted | $ (0.41) | $ 0.08 | $ (0.33) | $ (0.22) | $ (0.70) | ||
Previously Reported [Member] | |||||||
Balance Sheet Related Disclosures [Abstract] | |||||||
Deferred tax assets | $ 51,114 | $ 42,304 | $ 33,519 | $ 42,304 | $ 51,114 | 27,505 | |
Total assets | 1,548,826 | 739,309 | 661,839 | 739,309 | 1,548,826 | 546,121 | |
Total liabilities | 1,109,111 | 746,103 | 691,285 | 746,103 | 1,109,111 | 575,370 | |
Additional paid-in capital | 476,861 | 37,614 | 21,845 | 37,614 | 476,861 | 11,252 | |
Accumulated deficit | (23,130) | (23,335) | (27,368) | (23,335) | (23,130) | (27,210) | |
Total stockholders' deficit attributable to AdaptHealth Corp. | 448,630 | 8,491 | (10,655) | 8,491 | 448,630 | (14,520) | |
Total stockholders' deficit | 439,715 | (6,794) | (29,446) | (6,794) | 439,715 | (29,249) | |
Income Statement Related Disclosures [Abstract] | |||||||
Income tax expense (benefit) | (636) | 1,819 | 1,107 | 2,926 | 2,290 | 1,156 | |
Net (loss) income | (3,827) | 7,169 | 266 | 7,435 | 3,608 | (12,885) | |
Net loss attributable to AdaptHealth | $ (2,489) | $ 4,033 | $ (158) | $ 3,875 | $ 1,386 | $ (14,996) | |
Earnings Per Share, Basic | $ (0.04) | $ 0.09 | $ 0.09 | $ 0.03 | |||
Earnings Per Share, Diluted | $ (0.04) | $ 0.08 | $ 0.08 | $ 0.02 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 20, 2021 | Jan. 08, 2021 | Jan. 04, 2021 | Jan. 02, 2021 | Nov. 08, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Aug. 04, 2020 |
Subsequent Event | ||||||||||
Exchange of equity interests, in shares | 3,480,466 | 550,000 | 18,167,547 | 18,717,547 | ||||||
Stock Issued During Period, Value, New Issues | $ 124,999 | |||||||||
Proceeds from Issuance of Common Stock | $ 142,600 | 125,000 | ||||||||
Share Price | $ 18.7175 | |||||||||
Borrowings on lines of credit | $ 591,275 | $ 360,500 | ||||||||
Subsequent Event | ||||||||||
Subsequent Event | ||||||||||
Exchange of equity interests, in shares | 13,200,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 8,450,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 265,600 | |||||||||
Sale of Stock, Price Per Share | $ 33 | |||||||||
Proceeds from Issuance of Common Stock | $ 278,900 | |||||||||
Subsequent Event | Senior Unsecured Notes 4.625 Per Cent Due 2019 [Member] | ||||||||||
Subsequent Event | ||||||||||
Debt issued | $ 500,000 | |||||||||
Debt Interest rate | 4.625% | |||||||||
Redemption price, as percent of principal, proceeds from equity offerings | 104.625% | |||||||||
Percentage of original principal that may be redeemed | 40.00% | |||||||||
Subsequent Event | Senior Unsecured Notes 4.625 Per Cent Due 2019 [Member] | Redemption Period One | ||||||||||
Subsequent Event | ||||||||||
Redemption price, as percent of principal | 100.00% | |||||||||
Subsequent Event | Senior Unsecured Notes 4.625 Per Cent Due 2019 [Member] | Redemption Period Two | ||||||||||
Subsequent Event | ||||||||||
Redemption price, as percent of principal | 102.313% | |||||||||
Subsequent Event | Senior Unsecured Notes 4.625 Per Cent Due 2019 [Member] | Redemption Period Three | ||||||||||
Subsequent Event | ||||||||||
Redemption price, as percent of principal | 101.156% | |||||||||
Subsequent Event | Senior Unsecured Notes 4.625 Per Cent Due 2019 [Member] | Redemption Period Four | ||||||||||
Subsequent Event | ||||||||||
Redemption price, as percent of principal | 100.00% | |||||||||
Subsequent Event | Credit Agreement 2021 [Member] | Minimum | ||||||||||
Subsequent Event | ||||||||||
Debt Interest rate | 1.50% | |||||||||
Subsequent Event | Credit Agreement 2021 [Member] | Maximum | ||||||||||
Subsequent Event | ||||||||||
Debt Interest rate | 3.25% | |||||||||
Subsequent Event | Term Loan 2021 [Member] | ||||||||||
Subsequent Event | ||||||||||
Borrowing capacity | $ 700,000 | |||||||||
Subsequent Event | Term Loan 2021 [Member] | First Specified Repayment Period [Member] | ||||||||||
Subsequent Event | ||||||||||
Quarterly principal payments | 4,375 | |||||||||
Subsequent Event | Term Loan 2021 [Member] | Second Specified Repayment Period [Member] | ||||||||||
Subsequent Event | ||||||||||
Quarterly principal payments | 8,750 | |||||||||
Subsequent Event | Revolving Credit Loans 2021 [Member] | ||||||||||
Subsequent Event | ||||||||||
Borrowing capacity | $ 250,000 | |||||||||
Subsequent Event | Revolving Credit Loans 2021 [Member] | Minimum | ||||||||||
Subsequent Event | ||||||||||
Commitment fee (as a percent) | 0.25% | |||||||||
Subsequent Event | Revolving Credit Loans 2021 [Member] | Maximum | ||||||||||
Subsequent Event | ||||||||||
Commitment fee (as a percent) | 0.50% | |||||||||
Subsequent Event | Letter Of Credit 2021 [Member] | ||||||||||
Subsequent Event | ||||||||||
Borrowing capacity | $ 55,000 |
Subsequent Events - Acquisition
Subsequent Events - Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 03, 2021 | Aug. 04, 2020 | Nov. 08, 2019 |
Subsequent Event | |||||||
Cash payment | $ 790,564 | $ 63,295 | |||||
Preferred Stock, Shares Issued | 163,560 | 0 | |||||
Exercise price | $ 11.50 | $ 11.50 | |||||
Escrow payment | $ 1,000 | ||||||
Subsequent Event | AeroCare Holdings [Member] | |||||||
Subsequent Event | |||||||
Interest acquired, as a percent | 100.00% | ||||||
Cash payment | $ 1,100,000 | ||||||
Preferred Stock, Shares Issued | 130,474.73 | ||||||
Weighted average exercise period | 7 years | ||||||
Exercise price | $ 6.24 | ||||||
Escrow payment | $ 17,000 | ||||||
Preferred stock, liquidation preference (in dollars per share) | $ 0.0001 | ||||||
Subsequent Event | Class A Common Stock | AeroCare Holdings [Member] | |||||||
Subsequent Event | |||||||
Issuance of common stock for acquisitions (in shares) | 13,992,615 | ||||||
Options issued in acquisition, in shares | 3,959,912 | ||||||
Subsequent Event | Series C Preferred Stock [Member] | |||||||
Subsequent Event | |||||||
Shares of common stock received in conversion for each share of preferred stock | 100 |