Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | 424-4515 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | AHCO | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,170 | ||
Entity Common Stock, Shares Outstanding | 133,908,596 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Entity Central Index Key | 0001725255 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 149,627 | $ 99,962 |
Accounts receivable | 359,896 | 171,065 |
Inventory | 123,095 | 58,783 |
Prepaid and other current assets | 37,440 | 33,441 |
Total current assets | 670,058 | 363,251 |
Equipment and other fixed assets, net | 398,577 | 110,468 |
Operating lease right-of-use assets | 147,760 | |
Goodwill | 3,512,567 | 998,810 |
Identifiable intangible assets, net | 202,231 | 116,061 |
Other assets | 15,098 | 16,483 |
Deferred tax assets | 304,193 | 208,399 |
Total Assets | 5,250,484 | 1,813,472 |
Current liabilities: | ||
Accounts payable and accrued expenses | 358,384 | 254,212 |
Current portion of finance lease obligations | 15,446 | 22,282 |
Current portion of operating lease obligations | 31,418 | |
Current portion of long-term debt | 20,000 | 8,146 |
Contract liabilities | 31,370 | 11,043 |
Other liabilities | 43,194 | 89,524 |
Current portion of contingent consideration common shares liability | 36,846 | |
Total current liabilities | 499,812 | 422,053 |
Long-term debt, less current portion | 2,183,552 | 776,568 |
Operating lease obligations, less current portion | 120,180 | |
Other long-term liabilities | 322,487 | 186,470 |
Contingent consideration common shares liability, less current portion | 33,631 | |
Warrant liability | 57,764 | 113,905 |
Total Liabilities | 3,183,795 | 1,532,627 |
Commitments and contingencies (note 16) | ||
Stockholders' Equity | ||
Preferred Stock, par value of $0.0001 per share, 5,000,000 shares authorized; 124,060 and 163,560 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 1 | 1 |
Additional paid-in capital | 2,107,267 | 558,486 |
Accumulated deficit | (43,021) | (199,196) |
Accumulated other comprehensive loss | (2,354) | (4,411) |
Total stockholders' equity attributable to AdaptHealth Corp. | 2,061,906 | 354,889 |
Noncontrolling interest in subsidiaries | 4,783 | (74,044) |
Total Stockholders' Equity | 2,066,689 | 280,845 |
Total Liabilities and Stockholders' Equity | 5,250,484 | 1,813,472 |
Stock, common | ||
Stockholders' Equity | ||
Common stock | $ 13 | 8 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 08, 2019 | Jul. 07, 2019 |
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) | 124,060 | 163,560 | ||
Preferred stock, shares outstanding (in shares) | 124,060 | 163,560 | ||
Stock, common | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 300,000,000 | 210,000,000 | ||
Common stock, shares issued (in shares) | 133,843,732 | 76,457,439 | ||
Common stock, shares outstanding (in shares) | 133,843,732 | 76,457,349 | 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) | 0 | 35,000,000 | ||
Common stock, shares issued (in shares) | 0 | 13,218,758 | ||
Common stock, shares outstanding (in shares) | 0 | 13,218,758 | 32,114,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Net revenue | $ 2,454,535 | $ 1,056,389 | $ 529,644 |
Revenue, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
Grant income | $ 10,595 | $ 14,277 | |
Costs and expenses: | |||
Cost of net revenue | $ 2,008,925 | $ 898,601 | $ 440,705 |
Cost, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
General and administrative expenses | $ 167,505 | $ 89,346 | $ 56,493 |
Depreciation and amortization, excluding patient equipment depreciation | 63,095 | 11,373 | 3,068 |
Total costs and expenses | 2,239,525 | 999,320 | 500,266 |
Operating income | 225,605 | 71,346 | 29,378 |
Interest expense, net | 95,195 | 41,430 | 39,304 |
Loss on extinguishment of debt | 20,189 | 5,316 | 2,121 |
Change in fair value of contingent consideration - common shares liability (note 11) | (29,389) | 98,717 | 2,483 |
Change in fair value of warrant liability (note 11) | (53,181) | 135,368 | 7,650 |
Other (income) loss, net | 1,832 | (3,444) | (318) |
Income (loss) before income taxes | 190,959 | (206,041) | (21,862) |
Income tax expense (benefit) | 32,806 | (11,955) | 739 |
Net income (loss) | 158,153 | (194,086) | (22,601) |
Income (loss) attributable to noncontrolling interest | 1,978 | (32,454) | (1,260) |
Net income (loss) attributable to AdaptHealth Corp. | $ 156,175 | $ (161,632) | $ (21,341) |
Weighted average shares outstanding | |||
Basic | 126,306 | 52,488 | 22,557 |
Diluted | 133,034 | 52,488 | 22,557 |
Net income (loss) per common share: | |||
Basic | $ 1.12 | $ (3.08) | $ (0.95) |
Diluted | $ 0.67 | $ (3.08) | $ (0.95) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income (loss) | $ 158,153 | $ (194,086) | $ (22,601) |
Other comprehensive income (loss): | |||
Interest rate swap agreements, inclusive of reclassification adjustment | 5,776 | (10,667) | 2,537 |
Comprehensive income (loss) | 163,929 | (204,753) | (20,064) |
Income (loss) attributable to noncontrolling interests | 1,978 | (32,454) | (1,260) |
Comprehensive income (loss) attributable to AdaptHealth Corp. | $ 161,951 | $ (172,299) | $ (18,804) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) Members' Equity (Deficit) - USD ($) $ in Thousands | Stock, commonCommon StockPrivate Placement [Member] | Stock, commonCommon StockPublic Offering [Member] | Stock, commonCommon Stock | Stock, common | Class B Common StockCommon Stock | Class B Common Stock | Series C-1 Preferred StockPreferred Stock | Series C-1 Preferred StockAdditional paid-in capital | Series C-1 Preferred 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) | ||||||||||||||||||||
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 | 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 income (loss) | (22,601) | |||||||||||||||||||||
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 | |||||||||||||||||||
Warrant liability adjustment | (4,419) | (6,703) | (8,863) | 19,985 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 4 | $ 3 | (40,258) | 1,431 | (26,963) | (65,783) | ||||||||||||||||
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) | (5,026) | (2,792) | (7,818) | |||||||||||||||||||
Issuance of stock for acquisitions | $ 1 | 123,886 | $ 123,887 | |||||||||||||||||||
Issuance of 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 | 2,000,000 | (20,000) | |||||||||||||||||||
Common Stock issued in connection with employee stock purchase plan | 101 | 101 | ||||||||||||||||||||
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 | $ (37,600) | 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 income (loss) | (161,632) | (32,454) | $ (194,086) | |||||||||||||||||||
Equity activity resulting from Tax Receivable Agreement | 24,787 | 24,787 | ||||||||||||||||||||
Other | (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) | |||||||||||||||||||
Warrant liability adjustment | 49,098 | 49,098 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | 558,486 | (199,196) | (4,411) | (74,044) | 280,845 | ||||||||||||||
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) | |||||||||||||||||||||
Issuance of stock for acquisitions | $ 2 | $ 523,856 | $ 523,856 | 602,659 | 602,661 | |||||||||||||||||
Issuance of stock for acquisitions (in shares) | 15,725,000 | 130,000 | ||||||||||||||||||||
Issuance of stock options for acquisition | 134,683 | 134,683 | ||||||||||||||||||||
Sale of stock, net of offering costs | $ 1 | 265,017 | $ 265,018 | |||||||||||||||||||
Sale of stock (in shares) | 8,450,000 | |||||||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | $ 1 | $ (1) | (74,200) | (3,719) | 77,919 | |||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 13,219,000 | (13,219,000) | 13,218,758 | |||||||||||||||||||
Exercise of stock options | 12,320 | $ 12,320 | ||||||||||||||||||||
Exercise of stock options (in shares) | 1,139,000 | 1,447,000 | ||||||||||||||||||||
Distributions to noncontrolling interest | (1,070) | $ (1,070) | ||||||||||||||||||||
Cashless exercise of options (in shares) | 133,000 | |||||||||||||||||||||
Exercise of warrants (in shares) | 118,000 | |||||||||||||||||||||
Equity-based compensation | 25,323 | 25,323 | ||||||||||||||||||||
Equity-based compensation (in shares) | 571,000 | |||||||||||||||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | 3,950,000 | 3,950,000 | (40,000) | |||||||||||||||||||
Conversion of Series C-1 Preferred Stock to Class A Common Stock | $ 1 | (1) | ||||||||||||||||||||
Conversion Of Series C-1 Preferred Stock to Class A Common Stock (in shares) | 13,047,000 | (130,000) | ||||||||||||||||||||
Common Stock issued in connection with employee stock purchase plan | 1,016 | 1,016 | ||||||||||||||||||||
Common Stock issued in connection with employee stock purchase plan (in shares) | 34,000 | |||||||||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares | $ (24,500) | 41,088 | $ 41,088 | |||||||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares (in shares) | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Net income (loss) | 156,175 | 1,978 | $ 158,153 | |||||||||||||||||||
Equity activity resulting from Tax Receivable Agreement | 17,617 | 17,617 | ||||||||||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 5,776 | 5,776 | ||||||||||||||||||||
Warrant liability adjustment | 2,960 | 2,960 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 13 | $ 1 | 2,107,267 | $ (43,021) | $ (2,354) | $ 4,783 | 2,066,689 | |||||||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 133,844,000 | 124,000 | ||||||||||||||||||||
Activity subsequent to the Business Combination: | ||||||||||||||||||||||
Shares withheld to pay withholding taxes | $ (3,557) | $ (3,557) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) Members' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offering costs | $ 13,832 | $ 11,725 | $ 837 | ||
Private Placement [Member] | |||||
Offering costs | $ 1,600 | 1,639 | |||
Public Offering [Member] | |||||
Offering costs | $ 13,800 | $ 13,832 | $ 10,086 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 158,153 | $ (194,086) | $ (22,601) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization, including patient equipment depreciation | 258,053 | 82,445 | 62,567 |
Equity-based compensation | 25,323 | 18,670 | 11,070 |
Change in fair value of contingent consideration common shares liability | (29,389) | 98,717 | 2,483 |
Change in fair value of warrant liability | (53,181) | 135,368 | 7,650 |
Reduction in the carrying amount of operating lease right of use assets | 28,624 | ||
Deferred income tax expense (benefit) | 22,380 | (21,101) | 478 |
Change in fair value of interest rate swaps, net of reclassification adjustment | (2,927) | (2,845) | 11,426 |
Amortization of intangible assets | 46,500 | 6,000 | 0 |
Amortization of deferred financing costs | 5,378 | 1,876 | 1,312 |
Write-off of deferred financing costs | 4,054 | 5,316 | 2,121 |
Loss on extinguishment of debt from prepayment penalty | 16,135 | ||
Other | (3,615) | (5,636) | 816 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (29,694) | (29,517) | (20,198) |
Inventory | (14,920) | (19,434) | (1,305) |
Prepaid and other assets | 2,731 | (10,767) | (9,558) |
Operating lease obligations | (28,043) | ||
Operating liabilities | (83,383) | 136,628 | 14,157 |
Net cash provided by operating activities | 275,679 | 195,634 | 60,418 |
Cash flows from investing activities: | |||
Payments for business acquisitions, net of cash acquired | (1,620,320) | (769,337) | (63,538) |
Purchases of equipment and other fixed assets | (203,308) | (39,755) | (21,332) |
Payments for investments | (1,125) | (8,657) | |
Proceeds from sale of investment | 2,046 | ||
Net cash used in investing activities | (1,824,753) | (815,703) | (84,870) |
Cash flows from financing activities: | |||
Proceeds from borrowings on long-term debt and lines of credit | 1,165,000 | 591,275 | 360,500 |
Repayments on long-term debt and lines of credit | (827,271) | (547,480) | (237,572) |
Proceeds from the issuance of senior unsecured notes | 1,100,000 | 350,000 | |
Proceed from issuance of Class A Common Stock | 278,850 | 142,600 | |
Proceeds from the sale of Class A Common Stock and Series A Preferred Stock | 225,000 | 125,000 | |
Payments for equity issuance costs | (13,832) | (11,725) | (837) |
Payments of deferred financing costs | (29,185) | (13,049) | (9,028) |
Repayments of finance lease obligations | (42,164) | (39,051) | (37,271) |
Proceeds from the exercise of stock options | 12,320 | ||
Proceeds received in connection with employee stock purchase plan | 1,016 | 101 | |
Distributions to noncontrolling interests | (1,070) | (800) | (1,338) |
Payments for tax withholdings from equity-based compensation activity and stock option exercises | (3,557) | (59) | (508) |
Payments of contingent consideration and deferred purchase price from acquisitions | (25,233) | (3,954) | (13,000) |
Payments for debt prepayment penalties | (16,135) | ||
Proceeds from the exercise of warrants | 24,495 | ||
Exchange of Class B Common Stock for cash | (44,273) | ||
Exercise of call option relating to the Put/Call agreement | (29,927) | ||
Proceeds from issuance of promissory note payable and members' interests | 120,000 | ||
Increase in cash from the Business Combination | 43,912 | ||
Payments for redemptions of Class B Common Stock and members' interests | (23,714) | ||
Distributions to members | (250,000) | ||
Net cash provided by financing activities | 1,598,739 | 643,153 | 76,144 |
Net increase in cash and cash equivalents | 49,665 | 23,084 | 51,692 |
Cash and cash equivalents at beginning of period | 99,962 | 76,878 | 25,186 |
Cash and cash equivalents at end of period | 149,627 | 99,962 | 76,878 |
Supplemental disclosures: | |||
Cash paid for interest | 73,630 | 35,771 | 23,075 |
Cash paid for income taxes | 14,792 | 7,480 | 1,318 |
Noncash investing and financing activities: | |||
Equipment acquired under finance lease obligations | 22,959 | 40,012 | 36,268 |
Unpaid equipment and other fixed asset purchases at end of period | 13,936 | 7,869 | 8,514 |
Assets subject to operating lease obligations | 12,777 | ||
Operating lease obligations | (12,777) | ||
Equity consideration issued in connection with an acquisition | 1,261,200 | 123,887 | |
Contingent purchase price in connection with acquisitions | 7,800 | 27,064 | 12,625 |
Deferred purchase price in connection with acquisitions | 4,478 | 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 | $ (13,832) | $ (10,086) |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business | |
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 goodwill or intangible assets recorded. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp. 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 were held and conducted by AdaptHealth Holdings and its subsidiaries, and the Company’s only assets were 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 held common unit interests of AdaptHealth Holdings and a corresponding number of non-economic Class B Common stock, which enabled the holder to one vote per share. Subsequent to the Business Combination, all of the common unit interests of AdaptHealth Holdings and a corresponding number of shares of Class B Common Stock were exchanged for shares of Class A Common Stock, of which the final 13,218,758 of the exchanges occurred on January 1, 2021. As a result, the prior holders of the common unit interests of AdaptHealth Holdings no longer own a direct noncontrolling economic interest in AdaptHealth Holdings. 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-centered, healthcare-at-home solutions including home medical equipment (HME), medical supplies, and related services. 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 to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME 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 insurance payors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 Prior to August 19, 2021, the Company was 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 took 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. As of August 19, 2021, the Company no longer qualified as an emerging growth company due to issuing more than $1.0 billion in non-convertible debt in the prior three-year period as of that date, and as a result is no longer exempt from the reporting requirements discussed above. (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, warrant liability 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 services. 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 years ended December 31, 2021 and 2020, as a result of a change in estimate, the Company decreased net revenue and accounts receivable by approximately $9.8 million and $11.0 million, respectively, due to the consideration ultimately received compared with the amounts previously estimated. 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 sleep therapy equipment supplies (including CPAP resupply products), durable medical equipment and related supplies (including wheelchairs, hospital beds and infusion pumps), diabetic medical devices and supplies (including continuous glucose monitors (CGM) and insulin pumps), and other HME products and supplies are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer medical devices and 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 select 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 insurance 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 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. 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, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Insurance $ 1,499,154 $ 657,033 $ 300,361 Government 685,513 295,657 168,686 Patient pay 269,868 103,699 60,597 Net revenue $ 2,454,535 $ 1,056,389 $ 529,644 The composition of net revenue by core service lines for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Net sales revenue: Sleep $ 654,130 $ 312,860 $ 224,542 Diabetes 528,082 159,490 — Supplies to the home 167,830 145,624 7,760 Respiratory 31,016 28,605 5,780 HME 117,515 58,029 42,487 Other 140,833 54,689 35,882 Total net sales revenue $ 1,639,406 $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 237,252 $ 98,361 $ 80,846 Diabetes 13,123 2,467 — Respiratory 427,270 123,860 81,418 HME 95,936 55,847 42,969 Other 41,548 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 815,129 $ 297,092 $ 213,193 Total net revenue: Sleep $ 891,382 $ 411,221 $ 305,388 Diabetes 541,205 161,957 — Supplies to the home 167,830 145,624 7,760 Respiratory 458,286 152,465 87,198 HME 213,451 113,876 85,456 Other 182,381 71,246 43,842 Total net revenue $ 2,454,535 $ 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 cash collections 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. As of December 31, 2021 and 2020, the Company’s unbilled accounts receivable was $23.8 million and $20.2 million, respectively. (f) COVID-19 Pandemic The COVID-19 pandemic has impacted AdaptHealth’s business, as well as its patients, communities, and employees. AdaptHealth’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 maintaining the operational and financial stability of its business. In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, in the first quarter of 2020, AdaptHealth activated certain business interruption protocols, including acquisition and distribution of personal protective equipment (PPE) to its patient-facing employees, accelerated capital expenditures of certain products and relocation of significant portions of its workforce to “work-from-home” status. 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 HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect the Company’s ability to comply and the Company could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to the Company. The Company is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS. Medicare Accelerated Payment Program 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, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Term loan and revolver $ 780,414 $ 780,414 $ 301,998 $ 301,998 Senior unsecured notes 1,423,138 1,459,137 342,022 370,022 Note payable — — 140,361 154,711 $ 2,203,552 $ 2,239,551 $ 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) 2021 2020 Cash $ 149,613 $ 94,360 Money market accounts 14 5,602 Total $ 149,627 $ 99,962 (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) Long-Lived Assets The Company’s long-lived assets, such as equipment and other fixed assets, operating lease right-of-use assets and definite-lived identifiable intangible assets, are assessed 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 identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. 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 assessed for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired: Tradenames 5 to 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years The Company did not incur any impairment charges on long-lived assets for the years ended December 31, 2021, 2020 and 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 assessed 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 assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. 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 reduction of the carrying value of debt for costs associated with term loans and notes payable. 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) Accounting for Leases During the year ended December 31, 2021, the Company adopted FASB Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Whenever the Company enters into a new arrangement, it must determine, at the inception date, whether the arrangement is or contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and obtain substantially all the economic benefits from the use of the underlying asset. If a lease exists, the Company must then determine the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected, for all of its leases, to not separate lease and non-lease components. Each lease component is accounted for separately from other lease components, but together with the associated non-lease components. For each lease, the Company must then determine the lease term, the present value of lease payments and the classification of the lease as either an operating or finance lease. The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise, (ii) termination options the Company is reasonably certain not to exercise, and (iii) renewal or termination options that are controlled by the lessor. The present value of lease payments is calculated based on: ● Lease payments – lease payments include fixed and certain variable payments, less lease incentives, together with amounts probable of being owed by the Company under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement. Lease payments exclude consideration that is not related to the transfer of goods and services of the Company. ● Discount rate – the discount rate must be determined based on information available to the Company upon the commencement of the lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company’s leases is generally not readily determinable, the Company generally uses the hypothetical incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations, and economic incentives over the term of the lease. Generally, upon the commencement of a lease, the Company will record a lease liability and a ROU asset. However, the Company has elected, for all underlying leases with initial terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs incurred by the lessee and (ii) lease payments made by the lessor net of lease incentives received, prior to lease commencement. Over the lease term, the Company generally increases its lease liabilities using the effective interest method and decreases its lease liabilities for lease payments made. For finance leases, amortization and interest expense are recognized separately in the consolidated statements of operations, with amortization expense generally recorded on a straight-line basis over the lease term and interest expense recorded using the effective interest method. For operating leases, a single lease cost is generally recognized in the consolidated statements of operations on a straight-line basis over the lease term unless an impairment has been recorded with respect to a leased asset. Lease costs for short-term leases not recognized in the consolidated balance sheets are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Variable lease costs not initially included in the lease liability and ROU asset impairment charges are expensed as incurred. ROU assets are assessed for impairment, similar to other long-lived assets. See Note 13, Leases Prior to the adoption of ASC 842, the Company accounted for leases under FASB ASC Topic 840, Leases (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 Commitments and Contingencies (r) Advertising Costs Advertising costs are charged to expense as incurred. The Company’s advertising costs for the years ended December 31, 2021, 2020 and 2019 were $ 18.5 million, $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 non-capitalized medical equipment and supplies sold to patients, depreciation for capitalized patient equipment 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 (such as rent, utilities, and property taxes), and other expenses incurred to operate the businesses (such as distribution expenses, billing fees, software expenses and general business supplies). Cost of net revenue for the years ended December 31, 2021, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Cost of products and supplies $ 955,813 $ 441,931 $ 156,430 Salaries, labor and benefits 595,668 257,898 153,173 Patient equipment depreciation 194,958 71,072 59,498 Rent and occupancy 48,586 22,344 13,407 Other operating expenses 204,573 93,054 57,339 Equity-based compensation 7,301 7,845 — Severance 2,026 4,457 858 Total $ 2,008,925 $ 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, 2021, 2020 and 2019 are salaries, labor and benefits expenses (including equity-based compensation and severance) of $60.1 million, $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, among other corporate supporting functions. Accordingly, the Company has a |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | (3) Acquisitions During the years ended December 31, 2021, 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 Year ended December 31, 2021 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 3,959,892 fully vested options to purchase shares of the Company’s Class A Common Stock in the future, which had a weighted-average exercise price of $6.24 per share and a weighted-average remaining exercise period of approximately 7 years from the date of closing. Refer to Note 11, Stockholders’ Equity – Preferred Stock On April 30, 2021, the Company acquired 100% of the equity interests of Spiro Health Services, LLC (Spiro). Spiro is a provider of home medical equipment and supplies. The total consideration consisted of a cash payment of $66.1 million at closing, the issuance of 244,641 shares of the Company’s Class A Common Stock at closing, and a potential contingent consideration payment of up to $1.0 million based on certain conditions after closing, which was determined to be the fair value at the acquisition date and such amount was recorded as a contingent consideration liability in connection with the Company’s preliminary acquisition accounting. Based on the outcome of such conditions, the Company paid $1.0 million during the year ended December 31, 2021 to satisfy such contingent liability. In November 2021, the Company received $0.3 million in connection with a post-closing net working capital adjustment. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $2.1 million to cash, $5.8 million to accounts receivable, $1.7 million to inventory, $6.9 million to equipment and other fixed assets, $2.6 million to operating lease ROU assets, $1.0 million to identifiable intangible assets (consisting of tradenames), $64.4 million to goodwill, $5.5 million to accounts payable and accrued expenses, $2.6 million to operating lease obligations, $2.2 million to finance lease obligations, and $0.3 million of net liabilities to other working capital accounts. On June 1, 2021, the Company acquired 100% of the equity interests of Healthy Living Medical Supply, LLC (Healthy Living). Healthy Living is a provider of continuous glucose monitors and insulin pumps. The total consideration consisted of a cash payment of $47.0 million at closing and the issuance of 196,779 shares of the Company’s Class A Common Stock at closing. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $0.6 million to cash, $5.8 million to accounts receivable, $3.0 million to inventory, $1.2 million to equipment and other fixed assets, $1.4 million to operating lease ROU assets, $1.5 million to identifiable intangible assets (consisting of tradenames), $44.1 million to goodwill, $3.4 million to accounts payable and accrued expenses, $1.4 million to operating lease obligations, and $0.7 million of net liabilities to other working capital accounts. On July 1, 2021, the Company acquired 100% of the equity interests of Agilis Med Holdings, LLC (Agilis). Agilis is an e-commerce retailer of sleep apnea and respiratory equipment in the United States. The total consideration consisted of a cash payment of $30.8 million at closing, the issuance of 538,079 shares of the Company’s Class A Common Stock at closing, and a potential contingent consideration payment of up to $1.0 million, which was determined to be the fair value at the acquisition date and such amount was recorded as a contingent consideration liability in connection with the Company’s preliminary acquisition accounting. Such amount is included in other long-term liabilities in the accompanying consolidated balance sheets at December 31, 2021 based on the expected payment date. In October 2020, the Company acquired a minority interest in Agilis, which was being accounted for under the equity method of accounting prior to the July 2021 transaction. The fair value and carrying value of such equity method investment was $10.0 million and $8.1 million, respectively, at the July 2021 transaction date. In connection with the accounting for the July 2021 transaction, the Company recorded goodwill of $10.0 million and eliminated the carrying value of the equity method investment of $8.1 million and recorded a gain on equity method of investment of $1.9 million, which is included in other (income) loss, net in the accompanying consolidated statements of operations during the year ended December 31, 2021. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $1.1 million to cash, $2.3 million to inventory, $0.4 million to equipment and other fixed assets, $0.5 million to operating lease ROU assets, $0.5 million to identifiable intangible assets (consisting of tradenames), $55.4 million to goodwill, $3.2 million to accounts payable and accrued expenses, and $0.5 million to operating lease obligations. On July 1, 2021, the Company acquired 100% of the equity interests of WeCare Medical, LLC (WeCare). WeCare is a distributor of durable medical equipment and supplies in the United States. The total consideration consisted of a cash payment of $34.8 million at closing and the issuance of 231,866 shares of the Company’s Class A Common Stock at closing. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $0.5 million to cash, $2.0 million to accounts receivable, $0.5 million to inventory, $5.2 million to equipment and other fixed assets, $1.0 million to operating lease ROU assets, $0.4 million to identifiable intangible assets (consisting of tradenames), $36.0 million to goodwill, $1.2 million to deferred tax liabilities, $1.4 million to accounts payable and accrued expenses, $1.0 million to operating lease obligations, and $0.8 million of net liabilities to other working capital accounts. On December 30, 2021, the Company acquired 100% of the equity interests of Community Surgical Supply of Toms River, LLC (Community Surgical Supply). Community Surgical Supply is a supply company that provides oxygen, respiratory therapy services, infusion therapy services, and home medical equipment to its customers throughout the northeastern United States. The total consideration consisted of a cash payment of $129.4 million at closing, and a potential contingent consideration payment of up to $6.5 million based on certain conditions after closing. The Company determined that the potential contingent payment had an acquisition date fair value of $5.8 million which was recorded as a contingent consideration liability in connection with the Company’s preliminary acquisition accounting. The estimated fair value of the contingent liability of $5.8 million at December 31, 2021 is included in other long-term liabilities in the accompanying consolidated balance sheets based on the expected payment date. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $15.8 million to accounts receivable, $5.2 million to inventory, $44.9 million to equipment and other fixed assets, $4.4 million to operating lease ROU assets, $2.3 million to identifiable intangible assets (consisting of tradenames), $88.4 million to goodwill, $13.7 million to accounts payable and accrued expenses, $4.4 million to operating lease obligations, $4.8 million to finance lease obligations, and $2.9 million of net liabilities to other working capital accounts. In addition, during 2021, the Company acquired 100% of the equity interests of certain providers of home medical equipment and distributors of diabetes management products and supplies, and acquired certain assets of the durable medical equipment businesses of providers of home medical equipment. The total consideration paid for these acquisitions consisted of cash payments of $196.7 million at closing, net cash payments of $1.1 million during the year ended December 31, 2021 for post-closing net working capital adjustments, and the issuance of 306,569 shares of the Company’s Common Stock at closing. In addition, one of the acquisitions included potential contingent payments of up to $4.0 million based on certain conditions after closing, which was determined to have a nominal acquisition date fair value, and thus no contingent consideration liability was recorded in connection with the Company’s acquisition accounting for the acquisition. The Company allocated the consideration paid for these acquisitions to the estimated fair values of the net assets acquired, a portion of which is provisional as of December 31, 2021, including $5.0 million to cash, $25.6 million to accounts receivable, $10.7. million to inventory, $25.0 million to equipment and other fixed assets, $15.9 million to operating lease ROU assets, $4.4 million to identifiable intangible assets (consisting of tradenames), $164.9 million to goodwill, $21.7 million to accounts payable and accrued expenses, $15.9 million to operating lease obligations, $4.7 million to finance lease obligations and $0.3 million of net liabilities to other working capital accounts. The following table summarizes the consideration paid for all acquisitions during the year ended December 31, 2021 (in thousands): Cash $ 1,657,970 Equity 1,261,200 Contingent consideration 7,800 Deferred payments 4,478 Total $ 2,931,448 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 valuations during 2022. 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 2021 was allocated as follows during the year ended December 31, 2021 (in thousands): Cash $ 36,993 Accounts receivable 126,902 Inventory 50,352 Prepaid and other current assets 7,736 Equipment and other fixed assets 274,357 Operating lease right-of-use assets 78,643 Goodwill 2,536,566 Identifiable intangible assets 132,900 Other assets 3,699 Deferred tax liabilities (47,770) Accounts payable and accrued expenses (131,583) Contract liabilities (19,630) Other current liabilities (13,701) Other long-term liabilities (3,738) Operating lease obligations (78,643) Finance lease obligations (11,635) Net assets acquired $ 2,941,448 Year ended December 31, 2020 On January 2, 2020, the Company purchased 100% of the equity interests of the Patient Care Solutions business (PCS), which was a subsidiary of McKesson Corporation. PCS is a home medical equipment supplies business. The total consideration consisted of a cash payment of $15.0 million at closing. During the third quarter of 2020, the Company received $1.0 million in connection with a working capital adjustment related to the acquisition. During the year ended December 31, 2020, 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 other 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 total consideration consisted of a cash payment of $58.5 million at closing. The acquisition also included a potential contingent payment of up to $9.0 million based on certain conditions after closing. The Company determined that the potential contingent payment had an acquisition date fair value of $5.0 million which was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting. The estimated fair value of the contingent liability of $5.0 million at December 31, 2021 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment date. During the year ended December 31, 2020, 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. On July 1, 2020, the Company acquired 100% of the equity interests in 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 total consideration consisted of a cash payment of $380.7 million at closing and the issuance of 3,906,250 shares of the Company’s Class A Common Stock at closing. The acquisition also included a potential 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 consideration liability in connection with the Company’s acquisition accounting. 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. During the year ended December 31, 2020, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, which was provisional as of December 31, 2020, 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. 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 total consideration consisted of a cash payment of $65.5 million at closing. The Company allocated the consideration paid to the estimated fair values of the net assets acquired, which was provisional as of December 31, 2020, 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 net assets 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 total consideration consisted of a cash payment of $80.4 million at closing and the issuance of 997,067 shares of the Company’s Class A Common Stock at closing. The acquisition also included a potential contingent payment of up to $15.0 million based on certain conditions after closing, which was determined to have an acquisition date fair value of $14.3 million, which was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting. Based on the outcome of such conditions, the Company paid $15.0 million during the year ended December 31, 2021 to satisfy such contingent liability. During the year ended December 31, 2020, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, which was provisional as of December 31, 2020, 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. In addition, during 2020, the Company acquired 100% of the equity interests of certain other providers of home medical equipment and distributors of diabetes management products and supplies. The total consideration paid for these four acquisitions consisted of cash payments of $191.4 million at closing, and the issuance of 1,023,434 shares of the Company’s Class A Common Stock at closing, and deferred payment liabilities of less than $0.1 million. Certain of the acquisitions also included potential contingent payments of up to $8.0 million in the aggregate based on certain conditions after closing, which was determined to have an acquisition date fair value of $6.5 million, which was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting for such acquisitions. The fair value of the contingent payments of $5.3 million as of December 31, 2021 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment dates. During the year ended December 31, 2020, the Company allocated the consideration paid for these acquisitions to the estimated fair values of the net assets acquired, a portion of which was provisional as of December 31, 2020, including $2.9 million to cash, $21.3 million to accounts receivable, $8.4 million to inventory, $20.9 million to equipment and other fixed assets, $11.2 million to identifiable intangible assets (consisting of $8.0 million of payor contracts and $3.2 million of tradenames), $184.3 million to goodwill, $23.7 million to accounts payable and accrued expenses, $2.2 million to finance lease obligations, and $2.7 million of net liabilities to other working capital accounts. The following table summarizes the consideration paid for all acquisitions during the year ended December 31, 2020 (in thousands): Cash $ 790,564 Equity 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. 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 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 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 liabilities (11,278) Other long-term liabilities (4,107) Finance 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. The total consideration paid consisted of a cash payment of $20.8 million at closing and the issuance of a $2.0 million seller note payable. The acquisition also included potential contingent payments of up to $1.5 million based on certain conditions after closing; such amount was determined to be the acquisition date fair value and was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting. The estimated fair value of the contingent liability of $0.8 million as of December 31, 2021 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment date. During the year ended December 31, 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, 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. 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. The total consideration paid consisted of a cash payment of $11.4 million, and also included potential contingent payments of up to $4.0 million based on certain conditions after closing; such amount was determined to be the acquisition date fair value and was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting. During the year ended December 31, 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, which was provisional as of December 31, 2019, 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. 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. The total consideration paid consisted of a cash payment of $12.5 million, and also included potential contingent payments of up to $12.5 million based on certain conditions after closing; which was determined to have an acquisition date fair value of $6.2 million which was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting. During the year ended December 31, 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, which was provisional as of December 31, 2019, 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. In addition, during 2019, the Company completed certain other acquisitions. The total consideration paid for these acquisitions consisted of cash payments of $18.6 million at closing and deferred payment liabilities of $1.6 million. In the aggregate, these acquisitions also included potential contingent payments based on certain conditions after closing, which were determined to have an acquisition date fair value of $0.9 million, which was recorded as a contingent consideration liability in connection with the Company’s acquisition accounting for such acquisitions. During the year ended December 31, 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired, including $0.1 million to cash, $0.7 million to accounts receivable, $1.5 million to inventory, $6.1 million to equipment and other fixed assets, $14.3 million to goodwill, $0.7 million to accounts payable and accrued expenses, and $0.9 million of net liabilities to other working capital accounts. The following table summarizes the consideration paid for all acquisitions during the year ended December 31, 2019 (in thousands): Cash $ 63,295 Contingent consideration 12,625 Seller note 2,000 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): 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 During 2019, the Company paid $0.8 million for working capital and other purchase price adjustments in connection with an acquisition completed on December 31, 2018. In addition, during 2019, the Company received $0.5 million of escrow funds in connection with an acquisition completed in July 2018. Pro-Forma Information 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 acquisitions described above and to give effect to the GAAP accounting for the acquisitions had they been owned in the earliest period presented below. 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) (unaudited) Year Ended December 31, 2021 2020 2019 Net revenue $ 2,863,840 $ 2,650,051 $ 2,292,523 Operating income $ 266,492 $ 229,036 $ 128,844 Results of Businesses Acquired The following table presents the amount of net revenue and operating income in the period of acquisition since the respective acquisition dates for the acquisitions described above that is included in the Company’s consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019: (in thousands) Year Ended December 31, 2021 2020 2019 Net revenue $ 1,005,097 $ 427,352 $ 52,711 Operating income $ 136,404 $ 17,673 $ 7,856 |
Equipment and Other Fixed Asset
Equipment and Other Fixed Assets | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Patient medical equipment $ 533,760 $ 158,108 Delivery vehicles 36,213 8,211 Other 50,208 26,098 620,181 192,417 Less accumulated depreciation (221,604) (81,949) $ 398,577 $ 110,468 For the years ended December 31, 2021, 2020 and 2019, the Company recorded depreciation expense of $211.5 million, $76.4 million and $62.6 million, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company removed from service $71.9 million, $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, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and 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, 2021 and 2020 was as follows (in thousands): Gross carrying amount Balance at December 31, 2019 $ 266,791 Goodwill from acquisitions 732,019 Balance at December 31, 2020 $ 998,810 Goodwill from acquisitions 2,536,566 Net cash receipts relating to prior acquisitions (657) Reductions (22,152) Balance at December 31, 2021 $ 3,512,567 Annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and declines in the Company’s stock price or market capitalization. While management cannot predict if or when future goodwill impairments may occur, a goodwill impairment could have a material adverse effect on the Company’s operating income, net assets and the Company’s cost of, or access to, capital. The Company did not record any goodwill impairment charges during the years ended December 31, 2021, 2020 and 2019. Subsequent to December 31, 2021, the Company experienced a decline in its market capitalization as a result of a decline in the Company’s stock price, and if this decline continues for a sustained period of time, the Company may be required to perform a goodwill impairment assessment at an interim period and could be required to recognize a non-cash goodwill impairment charge at that time, which could be material. As discussed in Note 3, Acquisitions 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. Identifiable intangible assets consisted of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $12,705 $ 99,595 8.4 Payor contracts, net of accumulated amortization of $11,816 70,184 8.6 Contractual rental agreements, net of accumulated amortization of $26,158 28,042 1.8 Developed technology, net of accumulated amortization of $1,890 4,410 3.5 Identifiable intangible assets, net $ 202,231 December 31, 2020 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $1,793 $ 32,007 8.8 Payor contracts, net of accumulated amortization of $3,616 78,384 9.6 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 $46.5 million and $6.0 million for the years ended December 31, 2021 and 2020, respectively. There was no amortization expense related to identifiable intangible assets for the year ended December 31, 2019 as there were no material identifiable intangible assets acquired prior to December 31, 2019. Future amortization expense related to identifiable intangible assets is estimated to be as follows (in thousands): Twelve months ending December 31, 2022 $ 39,881 2023 32,513 2024 22,176 2025 21,228 2026 19,163 Thereafter 67,270 Total $ 202,231 The Company recorded no impairment charges related to identifiable intangible assets during the years ended December 31, 2021 and 2020. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 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, 2021 and 2020 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, 2021 and 2020. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. (in thousands) Level 1 Level 2 Level 3 December 31, 2021 Assets Money market accounts $ 14 $ — $ — Total assets measured at fair value $ 14 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 13,500 Acquisition-related contingent consideration-long term — — 6,800 Interest rate swap agreements-short term — 5,098 — Interest rate swap agreements-long term — 2,359 — Warrant liability — — 57,764 Total liabilities measured at fair value $ — $ 7,457 $ 78,064 (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 Warrant liability — — 113,905 Total liabilities measured at fair value $ — $ 16,161 $ 217,922 Interest Rate Swaps The Company uses interest rate swap agreements to manage interest rate interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of FASB ASC Topic 820, 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, 2021 and 2020 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, 2021, contingent consideration liabilities of $13.5 million and $6.8 million were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. 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. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions for the years ended December 31, 2021 and 2020 is as follows (in thousands): Year Ended December 31, 2021 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 33,540 $ 7,800 $ (20,347) $ (866) $ 173 $ 20,300 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 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 Warrant Liability The warrant liability represents the estimated fair value of the Company’s outstanding private warrants. The fair value of the private warrants was estimated using the Black-Scholes option pricing model. As an input to the Black-Scholes option pricing model, the volatility implied by trades in the public warrants was considered. In order to estimate this implied volatility, a Monte-Carlo simulation was employed. Refer to the discussion above for a description of the Monte-Carlo simulation analysis. Refer to Note 11, Stockholders’ Equity Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis 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, 2021 2020 Assets: Goodwill (Level 3) $ 3,512,567 $ 998,810 Identifiable intangible assets, net (Level 3) $ 202,231 $ 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 identifiable 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 identifiable 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, 2021 | |
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, 2021, the Company estimates that an additional $0.8 million will be reclassified as a reduction to interest expense. As of December 31, 2021 and 2020, 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, 2021 and 2020, 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 earnings. 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, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,098) $ (5,941) Interest rate swap agreements Other long-term liabilities (2,359) (10,220) Total $ (7,457) $ (16,161) During the year ended December 31, 2021, as a result of the effect of cash flow hedge accounting, the Company recognized a gain of $8.7 million in other comprehensive income (loss). In addition, during the year ended December 31, 2021, $2.9 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, 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, 2021 | |
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, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2021 2020 Balance at beginning of period $ 13,710 $ 7,853 Capitalized fees 29,185 13,049 Amortization (5,378) (1,876) Write-off due to debt refinancing (4,054) (5,316) Balance at end of period $ 33,463 $ 13,710 Amortization expense relating to deferred financing costs was $5.4 million, $1.9 million and $1.3 million during the years ended December 31, 2021, 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, 2021, 2020 and 2019. The December 31, 2021 balance of deferred financing costs of $33.5 million is estimated to be amortized to interest expense, net as follows (in thousands): 2022 $ 5,234 2023 5,234 2024 5,234 2025 5,147 2026 3,659 Thereafter 8,955 $ 33,463 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, 2021 2020 Accounts payable $ 248,027 $ 191,038 Employee-related accruals 34,370 26,705 Accrued interest 30,103 11,062 Other 45,884 25,407 Total $ 358,384 $ 254,212 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | (10) Debt The following is a summary of long-term debt as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Secured term loans $ 785,000 $ 248,438 Revolving credit facility — 55,000 Senior unsecured notes 1,450,000 350,000 Note payable — 143,500 Other — 333 Unamortized deferred financing fees (31,448) (12,557) 2,203,552 784,714 Current portion (20,000) (8,146) Long-term portion $ 2,183,552 $ 776,568 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, 2021, 2020 and 2019 was $97.9 million, $42.0 million and $27.8 million, respectively. On January 20, 2021, the Company refinanced its then existing debt borrowings and entered into a new credit agreement with its existing bank group, which was amended in April 2021 (the 2021 Credit Agreement). The 2021 Credit Agreement included borrowings of $800 million under a term loan (the 2021 Term Loan), and $450 million in commitments for revolving credit loans (the 2021 Revolver). The 2021 Revolver has a $55 million letter of credit sublimit. The 2021 Term Loan and the 2021 Revolver both have maturities 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, to repay existing amounts outstanding under the 2020 Credit Agreement (see discussion below), to repay amounts outstanding under revolving credit loans under the 2021 Credit Agreement which were borrowed prior to the April 2021 amendment, and to pay related fees and expenses. 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 zero percent 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. On August 16, 2021, the Company amended the 2021 Credit Agreement to expressly permit the issuance of the 5.125% Senior Notes (see discussion below) and the prepayment of the outstanding principal amount under the New Promissory Note (see discussion below) with the proceeds of the 5.125% Senior Notes. In addition, the amendment increased the amount of unencumbered cash that may be used to reduce total indebtedness in the calculation of certain financial covenants for the fiscal quarters ending September 30, 2021 and December 31, 2021. In connection with the 2021 Credit Agreement, the Company paid financing costs of $7.6 million. Further, in connection with executing the 2021 Credit Agreement, the Company wrote off unamortized deferred financing costs of $2.1 million related to the 2020 Credit Agreement, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the year ended December 31, 2021. 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. The Company was in compliance with all debt covenants as of December 31, 2021. 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 (the 2020 Revolver). The borrowings 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 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. As discussed above, 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 of $301.9 million plus accrued interest. 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 (see discussion below), which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the year ended December 31, 2020. 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. In July 2020, the Company amended the 2019 Credit Facility and borrowed $216.3 million under an incremental term loan; such proceeds were used to partially fund an acquisition. In connection with this amendment, the Company paid 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 6.125% Senior 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. 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 Note and Unit Purchase Agreement (see 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 financing costs of $9.0 million. Further, the Company wrote off unamortized deferred financing costs of $2.1 million associated with its then existing credit facility, 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 borrowings under the 2021 Term Loan require quarterly principal repayments of $5.0 million beginning June 30, 2021 through March 31, 2023, increasing to $10.0 million beginning June 30, 2023 through December 31, 2025, and the unpaid principal balance is due at maturity in January 2026. At December 31, 2021, there was $785 million outstanding under the 2021 Term Loan. The interest rate under the 2021 Term Loan was 1.63% at December 31, 2021. At December 31, 2020, there was $248.4 million outstanding under the 2020 Term Loan. As discussed above, 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. Revolving Credit Facility During 2021, the Company borrowed $365.0 million under revolving credit loans pursuant to the 2021 Credit Agreement, which were all repaid during the period. As such, there was $0 outstanding under the 2021 Revolver at December 31, 2021. 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. At December 31, 2021, after consideration of stand-by letters of credit outstanding of $14.9 million, the remaining maximum borrowings available pursuant to the Company’s revolving credit loans were $435.1 million. Senior Unsecured Notes On August 19, 2021, the Company issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2030 (the 5.125% Senior Notes). The 5.125% Senior Notes will mature on March 1, 2030. Interest on the 5.125% Senior Notes is payable on March 1st and September 1st of each year, beginning on March 1, 2022. The 5.125% Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after March 1, 2025, and the redemption price for the 5.125% Senior Notes if redeemed during the 12 months beginning (i) March 1, 2025 is 102.563%, (ii) March 1, 2026 is 101.281%, (iii) March 1, 2027 and thereafter is 100.000%, in each case together with accrued and unpaid interest. The Company may also redeem some or all of the 5.125% Senior Notes before March 1, 2025 at a redemption price of 100% of the principal amount of the 5.125% 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 5.125% Senior Notes before March 1, 2025 with the proceeds from certain equity offerings at a redemption price equal to 105.125% of the principal amount of the 5.125% Senior Notes, together with accrued and unpaid interest. Furthermore, the Company may be required to make an offer to purchase the 5.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control. Borrowings under the 5.125% Senior Notes were used to repay existing amounts outstanding under the 2021 Revolver, to repay the outstanding balance under the New Promissory Note (see discussion below), and to pay related fees and expenses. In connection with the issuance of the 5.125% Senior Notes, the Company paid financing costs of $11.1 million. 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, and to pay related fees and expenses. In connection with the issuance of the 4.625% Senior Notes, the Company paid financing costs of $10.4 million. On July 29, 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 6.125% 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). 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. During the year ended December 31, 2021, the Company repaid the outstanding principal balance of $143.5 million under the New Promissory Note. In connection with such repayment, the Company paid debt prepayment penalties of $16.2 million, reflecting the previously disclosed 10% prepayment penalty plus an incremental amount negotiated as part of the repayment transaction. In addition, the Company wrote off $2.0 million of unamortized deferred financing costs. The prepayment penalties and the write-off of the unamortized deferred financing costs are included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the year ended December 31, 2021. The outstanding principal balance under the New Promissory Note bore interest at a rate of 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. 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 at the time. Pursuant to the Put/Call Agreement, which was amended in October 2020, during the period from July 1, 2020 to December 31, 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. In connection with the accounting for the Put/Call Agreement, during the year ended December 31, 2020, the Company recorded a decrease to additional paid-in capital of $29.9 million, representing the settlement amount of the related call option, and classified such amount as mezzanine equity. In addition, 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, 2021 is as follows (in thousands). Twelve months ended December 31, 2022 $ 20,000 2023 35,000 2024 40,000 2025 40,000 2026 650,000 Thereafter 1,450,000 Total debt maturity $ 2,235,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
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 of the Business Combination (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 presented 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 was in the form of New AdaptHealth Units (and a corresponding number of non-economic shares of Class B Common Stock) and were exchangeable on a one-to-one basis for shares of Class A Common Stock. During the years ended December 31, 2019 and 2020, 550,000 and 16,659,739 New AdaptHealth Units and a corresponding number of shares of Class B Common Stock were exchanged for shares of Class A Common Stock, 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 exchanges. On January 1, 2021, the remaining 13,218,758 New AdaptHealth Units and a corresponding number of shares of Class B Common Stock were exchanged for shares of Class A Common Stock. As a result, there are no New AdaptHealth Units and shares of Class B Common Stock outstanding, and therefore the prior holders of New AdaptHealth Units no longer own a direct noncontrolling economic interest in AdaptHealth Holdings. In connection with the January 2021 exchanges, the Company recorded a decrease to the noncontrolling interest of $77.9 million in the accompanying consolidated statements of stockholders’ equity (deficit). 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. The Company filed its Third Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) on July 28, 2021. Among other things, the Certificate of Incorporation (x) increased the authorized number of shares of Common Stock from 245,000,000 shares of Common Stock to 300,000,000 shares of Common Stock and (y) (i) deleted provisions no longer applicable following the exchange of all outstanding New AdaptHealth Units and shares of Class B Common Stock for shares of Class A Common Stock and (ii) renamed the Company’s Class A Common Stock to Common Stock. Common Stock In January 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 $265.0 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, and to pay related fees and expenses. In connection with the 2021 Stock Offering, the Company paid offering costs, inclusive of the underwriting discount, of $13.8 million. 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 Common Stock in all cash dividends paid on the 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 Common Stock (subject to certain anti-dilution adjustments) at its election, except to the extent that following such conversion, the number of shares of Common Stock held by such holder and its affiliates exceed 4.9% of the outstanding Common Stock of the Company. During the years ended December 31, 2021 and 2020, 39,500 and 20,000 shares of Series B-1 Preferred Stock were converted into 3,950,000 and 2,000,000 shares of Common Stock, respectively. As discussed in Note 3, Acquisitions 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 Common Stock at a price of $11.50 per share. The exercise price and number of shares of 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, 2021, 224,121 warrants were exercised in a cashless transaction resulting in the issuance of 118,379 shares of Common Stock. 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 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 Common Stock. There were no warrant exercises during the year ended December 31, 2019. As of December 31, 2021, the Company had 4,056,427 warrants outstanding, which have an expiration date of November 20, 2024. The Company classifies its warrants as a liability in its consolidated balance sheets because of certain terms included in the corresponding warrant agreement. The estimated fair value of the warrants is recorded as a liability, with such fair value reclassified to stockholders’ equity upon the exercise of such warrants. Prior to exercise, the change in the estimated fair value of such warrants each period is recognized as a non-cash charge or gain in the Company’s consolidated statements of operations. A reconciliation of the changes in the warrant liability during the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): Estimated fair value of warrant liability as of the Closing of the Business Combination $ 19,985 Change in estimated fair value of the warrant liability 7,650 Estimated fair value of warrant liability at December 31, 2019 27,635 Change in estimated fair value of the warrant liability 135,368 Reclassification of warrant liability to equity for exercised warrants (49,098) Estimated fair value of warrant liability at December 31, 2020 113,905 Change in estimated fair value of the warrant liability (53,181) Reclassification of warrant liability to equity for exercised warrants (2,960) Estimated fair value of warrant liability at December 31, 2021 $ 57,764 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 Common Stock, if the average price of the Company’s 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 were entitled to receive 1,000,000 shares of Common Stock on each of December 31, 2021 and 2020 based on an average stock price hurdle of $18 and $15, respectively. The average stock price of the Company’s Common Stock was greater than $18 and $15 for the applicable measurement periods as of the December 31, 2021 and 2020 measurement dates, respectively, which triggered the issuance of 1,000,000 shares of Common Stock on such dates. In addition, the former owners of AdaptHealth Holdings are entitled to receive an additional 1,000,000 shares of Common Stock on December 31, 2022 if the average stock price of the Company’s Common Stock equals or exceeds $22 during the month of December 2022. 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 was recorded as a liability in the Company’s consolidated balance sheets, with such fair value reclassified 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 was recognized as a non-cash charge or gain in the Company’s consolidated statements of operations. A reconciliation of the changes in the contingent consideration common shares liability related to the Contingent Consideration Common Shares during the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): Estimated fair value of contingent consideration common shares liability as of the Closing of the Business Combination $ 6,833 Change in estimated fair value of the contingent consideration common shares liability 2,483 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 Change in estimated fair value of the contingent consideration common shares liability (29,389) Reclassification of contingent consideration common shares liability to equity (41,088) Estimated fair value of contingent consideration common shares liability at December 31, 2021 $ — As discussed above, on each of December 31, 2021 and 2020, 1,000,000 shares of Common Stock were issued in connection with the portion of the Contingent Consideration Common Shares which were earned as of such dates. As a result, the estimated fair value related to such shares of $24.5 million and $37.6 million at December 31, 2021 and 2020, respectively, was reclassified to stockholders’ equity, with such shares reflected as issued and outstanding Common Stock. In addition, in accordance with U.S. GAAP, the estimated fair value related to the remaining 1,000,000 Contingent Consideration Common Shares of $16.6 million at December 31, 2021 was reclassified to stockholders’ equity on such date. Since the fair value of these shares was reclassified to stockholders’ equity on December 31, 2021, these shares will no longer be liability classified and therefore the changes in the estimated fair value of such shares will no longer be recognized as a non-cash charge or gain in the Company’s consolidated statements of operations subsequent to December 31, 2021. A portion of the estimated fair value of the contingent consideration common shares was classified as a current liability and a long-term liability as of December 31, 2020 in the Company’s consolidated balance sheets based on the estimated issuance dates of such shares as of such date. Equity-based Compensation In connection with the Company’s 2019 Stock Incentive Plan (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 non-employee directors. At December 31, 2021, the 2019 Plan permits the grant of up to 10,000,000 shares of Common Stock, subject to certain adjustments and limitations. At December 31, 2021, 3,314,207 shares of the Company’s Common Stock were available for issuance under the 2019 Plan. The following awards were granted in connection with the 2019 Plan during the years ended December 31, 2021, 2020 and 2019. Stock Options In January 2021, the Company granted 703,170 options to purchase shares of the Company’s Common Stock to certain senior executives of the Company. The options vest ratably over a three-year period from the date of grant based on a service condition and have a contractual exercise period of five years from the date of grant. The total grant-date fair value of the options granted, using a Black-Scholes option pricing model, was $6.9 million. During the year ended December 31, 2021, 234,390 of the options from this grant were forfeited as a result of the resignation of the Company’s former Co-CEO (see discussion below). In November 2019, the Company granted 3,416,666 options to purchase shares of 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 Common Stock of the Company to an employee that had 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 which was satisfied, and also a service condition. In June 2021, in connection with the resignation of the Company’s former Co-CEO (see discussion below), the Company accelerated the vesting of On April 13, 2021, the Company placed its then Co-Chief Executive Officer, Luke McGee, on unpaid leave while a matter relating to his past private activity was pending. On April 20, 2021, the Company’s board of directors unanimously approved the formation of a Special Committee of Board members to conduct a full investigation of Mr. McGee’s alleged personal conduct. In addition, the Company’s board of directors also approved the retention of an independent law firm to assist the Special Committee in facilitating the investigation. Mr. McGee had no role in, and was entirely recused from, the investigation. On June 11, 2021, the independent law firm reported to the Special Committee that the investigation was substantially complete and that they could state with a high degree of confidence that the Company had no involvement in, or connection to, Mr. McGee’s alleged conduct. The investigation was completed in October 2021 resulting in no changes to the findings discussed above. On June 14, 2021, the Company and Mr. McGee agreed that Mr. McGee would resign from his positions as Co-CEO and a Director of the Company effective as of June 11, 2021. In connection with Mr. McGee’s resignation, the Company accelerated the vesting of certain unvested stock options as discussed above, and also accelerated the vesting of certain unvested shares of restricted stock (see discussion below). Other than the accelerated vesting of the stock options and shares of restricted stock, and back pay paid to Mr. McGee relating to his unpaid base wages from April 13, 2021 to June 11, 2021, no other compensation was paid to Mr. McGee in connection with his resignation. The assumptions used to determine the grant-date fair value of the stock options granted during the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Expected volatility 44.5 % 40.7 % 35.9 % Risk-free interest rate 0.2 % 0.4 % 1.7 % Expected term 4.0 years 6.0 years 6.0 years Dividend yield N/A N/A N/A The following table provides the activity regarding the Company’s outstanding stock options during the years ended December 31, 2021, 2020 and 2019 that were granted in connection with the 2019 Plan (in thousands, except per share data): Weighted-Average Grant Date Weighted-Average Weighted-Average Number of Fair Value Exercise Price Remaining Options per Share per Share Contractual Term Outstanding, as of the Closing of the Business Combination — — — Granted 3,417 $ 2.12 $ 11.50 Outstanding, December 31, 2019 3,417 $ 2.12 $ 11.50 Granted 47 $ 6.34 $ 16.25 Outstanding, December 31, 2020 3,464 $ 2.18 $ 11.56 Granted 703 $ 9.81 $ 48.72 Exercised (1,034) $ 2.19 $ 11.57 Forfeited (914) $ 2.27 $ 11.66 Outstanding, December 31, 2021 2,219 $ 3.75 $ 19.36 7.1 Years The following table provides the activity for all outstanding stock options during the years ended December 31 2021, 2020 and 2019 (in thousands, except per share data): Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Outstanding, as of the Closing of the Business Combination — — Granted 3,417 $ 11.50 Outstanding, December 31, 2019 3,417 $ 11.50 Granted 47 $ 16.25 Outstanding, December 31, 2020 3,464 $ 11.56 Granted 703 $ 48.72 Issued in connection with the AeroCare acquisition 3,960 $ 6.24 Exercised (1,447) $ 10.16 Forfeited (914) $ 11.66 Outstanding, December 31, 2021 5,766 $ 11.26 6.5 Years During the year ended December 31, 2021, 1,138,982 stock options were exercised resulting in $12.3 million of cash proceeds received by the Company. Additionally, during the year ended December 31, 2021, 307,613 stock options were exercised in cashless transactions resulting in the issuance of 133,126 shares of Common Stock. There were no stock option exercises during the years ended December 31, 2020 and 2019. The following table provides the activity for exercisable stock options during the years ended December 31 2021 and 2020 (in thousands, except per share data): Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Exercisable, December 31, 2019 — $ — Vested 1,155 $ 11.56 Exercisable, December 31, 2020 1,155 $ 11.56 Issued in connection with the AeroCare acquisition 3,960 $ 6.24 Vested 907 $ 11.50 Exercised (1,447) $ 10.16 Exercisable, December 31, 2021 4,575 $ 7.39 6.5 Years The following table provides the activity for unexercisable stock options during the years ended December 31 2021, 2020 and 2019 (in thousands, except per share data): Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Unexercisable, as of the Closing of the Business Combination — — Granted 3,417 $ 11.50 Unexercisable, December 31, 2019 3,417 $ 11.50 Granted 47 $ 16.25 Vested (1,155) $ 11.56 Unexercisable, December 31, 2020 2,309 $ 11.56 Granted 703 $ 48.72 Vested (907) $ 11.50 Forfeited (914) $ 11.66 Unexercisable, December 31, 2021 1,191 $ 26.15 6.4 Years Restricted Stock During the year ended December 31, 2021, the Company granted the following shares of restricted stock: ● 1,266,846 shares to various employees which vest ratably over the three or four-year periods following the grant dates, subject to the employees’ continuous employment through the applicable vesting date, and if applicable, subject to certain performance conditions. The grant-date fair value of these awards was $37.1 million. ● 87,500 shares to various employees and non-employee directors which vest ratably over the one-year period following the grant dates. The grant-date fair value of these awards was $2.0 million. During the year ended December 31, 2021, in connection with the resignation of the Company’s former Co-CEO, the Company accelerated the vesting of 22,192 shares of restricted stock that were granted in November 2019, and the remaining 77,808 unvested shares from the November 2019 grant were forfeited. In connection with the accelerated vesting of the 22,192 shares, the Company recorded $0.5 million of equity-based compensation expense, which is included in general and administrative expenses during the year ended December 31, 2021 in the accompanying consolidated statements of operations. During the year ended December 31, 2020, the Company granted the following shares of restricted stock: ● 2,082,604 shares to various employees which primarily vest ratably over the three or four-year periods following the grant dates, subject to the employees’ continuous employment through the applicable vesting date, and if applicable, subject to certain performance conditions. The grant-date fair value of these awards was $38.7 million. Of the total shares granted, 300,000 shares were granted to an employee in connection with an acquisition, of which 250,000 shares were eligible to vest based on certain performance conditions, and the remaining 50,000 shares were scheduled to vest 25% annually on December 31, 2020 through 2023, all of which were subject to the employee's continuous employment through the applicable vesting date. 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. ● 37,198 shares to various non-employee directors which vest ratably over the one-year period following the grant date. The grant-date fair value of these awards was $0.8 million. 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. ● 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, 2021, 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, as of the Closing of the Business Combination — — Granted 901 $ 5.83 Non-vested balance, December 31, 2019 901 $ 5.83 Granted 2,120 $ 18.60 Vested (541) $ 10.78 Forfeited (232) $ 15.97 Non-vested balance, December 31, 2020 2,248 $ 15.60 Granted 1,354 $ 28.92 Vested (556) $ 14.03 Forfeited (851) $ 17.64 Non-vested balance, December 31, 2021 2,195 $ 19.58 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) Oth |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) 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. Net income (loss) per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. Earnings Per Share (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 computes diluted net income (loss) 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 common shares, unvested restricted stock, outstanding stock options and outstanding preferred stock. Refer to Note 11, Stockholders’ Equity Diluted net income (loss) per share 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 diluted net income (loss) per share. Computation of diluted net income (loss) per share 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 net income (loss) per share were as follows (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Numerator Net income (loss) attributable to AdaptHealth Corp. $ 156,175 $ (161,632) $ (21,341) Less: Earnings allocated to participating securities (1) 14,379 — — Net income (loss) for basic EPS $ 141,796 $ (161,632) $ (21,341) Change in fair value of warrant liability (2) (53,181) — — Net income (loss) for diluted EPS $ 88,615 $ (161,632) $ (21,341) Denominator (1) (2) Basic weighted-average common shares outstanding 126,306 52,488 22,557 Add: Warrants (2) 2,377 — — Add: Stock options 3,782 — — Add: Unvested restricted stock 569 — — Diluted weighted-average common shares outstanding 133,034 52,488 22,557 Basic net income (loss) per share $ 1.12 $ (3.08) $ (0.95) Diluted net income (loss) per share $ 0.67 $ (3.08) $ (0.95) (1) The Company's preferred stock are considered participating securities. Computation 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 years ended December 31, 2021 and 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 reported in that period. (2) For the year ended December 31, 2021, in accordance with the requirements of FASB ASC Topic 260, Earnings per Share , the impact to earnings from the change in fair value of the Company’s warrant liability is excluded from the numerator, and the corresponding security is included in the denominator, for purposes of computing diluted net income per share. This adjustment is included as the effect of the numerator and denominator adjustments for this derivative instrument is dilutive as a result of the non-cash gain recorded for the change in fair value of this instrument during the period. For the years ended December 31, 2020 and 2019, the numerator and denominator for the diluted net loss per share computation is the same as used in the basic net loss per share computation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive. Due to the Company reporting a net loss attributable to AdaptHealth Corp. for the years ended December 31, 2020 and 2019, all potentially dilutive securities related to outstanding warrants, contingent consideration common shares, unvested restricted stock, and outstanding stock options were excluded from the computation of diluted net loss per share for those periods as their inclusion would have been anti-dilutive. The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in the Company’s computation of diluted net income (loss) per share for the years ended December 31, 2021, 2020 and 2019 because to do so would be antidilutive (in thousands): Year Ended December 31, 2021 2020 2019 Preferred Stock 12,808 10,077 — Warrants — 1,902 — Stock Options — 1,539 — Unvested restricted stock — 659 226 Contingent Consideration Common Shares — 2,000 — Total 12,808 16,177 226 In addition, there are 1,000,000 shares relating to the Contingent Consideration Common Shares that were not included in the diluted net income per share computation for the year ended December 31, 2021 as the corresponding average stock price hurdle for issuing these contingently issuable shares would not have been met as of the December 31, 2021 reporting date. As discussed in note 11, Stockholders’ Equity |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | (13) Leases 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. The Company’s leases frequently allow for lease payments that could vary based on factors such as inflation and the incurrence of contractual charges such as those for common area maintenance or utilities. Renewal and/or early termination options are common in the lease arrangements, particularly with respect to real estate leases. The Company’s right-of-use assets and lease liabilities generally include periods covered by renewal options and exclude periods covered by early termination options (based on the conclusion that it is reasonably certain that the Company will exercise such renewal options and not exercise such early termination options). The Company is also party to certain sublease arrangements related to real estate leases, where the Company acts as the lessee and intermediate lessor. The Company has acquired patient medical equipment and supplies, and office equipment through multiple finance leases. The finance lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly at various interest rates. The following table presents information about the Company’s right-of-use assets and lease liabilities as of December 31, 2021 (in thousands): Consolidated Balance Sheets Line Item December 31, 2021 Right-of-use (ROU) assets: Operating lease ROU assets Operating lease right-of-use assets $ 147,760 Finance lease ROU assets Equipment and other fixed assets, net 17,410 Total ROU assets $ 165,170 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease obligations $ 31,418 Noncurrent operating lease liabilities Operating lease obligations, less current portion 120,180 Total operating lease liabilities $ 151,598 Finance lease liabilities: Current finance lease liabilities Current portion of finance lease obligations $ 15,446 Noncurrent finance lease liabilities Other long-term liabilities 132 Total finance lease liabilities $ 15,578 The following table presents information about lease costs and expenses and sublease income for the year ended December 31, 2021 (in thousands): Consolidated Statements of Year Ended Operations Line Item December 31, 2021 Operating lease costs Cost of net revenue $ 37,043 Finance lease costs: Amortization of ROU assets Cost of net revenue $ 33,689 Other lease costs and income: Short-term lease costs Cost of net revenue $ 19,905 Variable leases costs (1) Cost of net revenue $ 14,030 Sublease income Cost of net revenue $ 1,239 (1) Amounts represent variable costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate. The following table provides the undiscounted amount of future cash flows included in the Company’s lease liabilities as of December 31, 2021, for each of the five years subsequent to December 31, 2021, and thereafter, as well as a reconciliation of such undiscounted cash flows to the Company’s lease liabilities as of December 31, 2021 (in thousands): Operating Leases Finance Leases 2022 $ 36,216 $ 15,505 2023 31,011 145 2024 25,701 — 2025 21,419 — 2026 14,558 — Thereafter 45,267 — Total future leases payments $ 174,172 $ 15,650 Less: amount representing interest (22,574) (72) Present value of future lease payments (lease liability) $ 151,598 $ 15,578 The Company’s future minimum lease commitments for operating leases as of December 31, 2020, as determined in accordance with ASC 840, were 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 as of December 31, 2020 under noncancelable subleases. The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of December 31, 2021: Weighted average remaining lease term, weighted based on lease liability balances: Operating leases 6.7 years Finance leases 1.0 year Weighted average discount rate, weighted based on remaining balance of lease payments: Operating leases 3.8% The following table provides certain cash flows and supplemental noncash information related to our lease liabilities for the year ended December 31, 2021 (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash payments for operating leases $ 36,510 Financing cash payments for finance leases $ 42,164 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 91,420 Finance leases $ 22,959 . |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plans | |
Retirement Plans | (14) Retirement Plans At December 31, 2021 and 2020, the Company has a single consolidated retirement plan (the AdaptHealth Plan) which includes its subsidiaries’ 401(k) plans with two exceptions: the Aerocare Holdings, Inc. 401(k) Profit Sharing Plan and Trust (the AeroCare Plan) and the Royal Homestar 401(k) plan (the RH Plan). 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 years ended December 31, 2021 and 2020, the Company recorded matching contribution expense of $2.9 million and $1.5 million, respectively, 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, 2021, 2020 and 2019. The AeroCare Plan was a single employer qualified defined contribution plan with no participating employers. The AeroCare Plan allowed participants to elect pre-tax deferrals and Roth contributions to the stated Internal Revenue Code 402g limits for each of the respective plan years. The Aerocare Plan was merged into the AdaptHealth Plan effective January 21, 2022. The RH Plan is administered by a noncontrolling interest. |
Self-Insured Plans
Self-Insured Plans | 12 Months Ended |
Dec. 31, 2021 | |
Self Insured Plans | |
Self Insured Plans | (15) Self-Insured Plans The Company was self-insured for its employees’ medical, auto and workers’ compensation claims during 2021, 2020 and 2019. The Company purchased medical stop loss insurance that covers the excess of each specific loss over $225,000 in 2021 and $175,000 in 2020 and 2019, respectively, and aggregate losses that exceed the greater of the calculated aggregate stop loss threshold or the minimum aggregate stop loss threshold. In 2021, 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. The Company uses historical paid claims information to estimate its claims liability. The liability for self-insurance reserves was $11.7 million and $3.5 million as of December 31, 2021 and 2020, 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, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (16) 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, 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 December 16, 2021, the OIG-HHS notified PPS that its report for the period ended March 31, 2021 had been accepted and PPS had satisfied its obligations under the CIA as of such date. On July 25, 2017, the Company was served with a subpoena by the U.S. Attorney’s Office for the United States District Court for the Eastern District of Pennsylvania (EDPA) pursuant to 18 U.S.C. §3486 to produce certain audit records and internal communications regarding ventilator billing. The investigation focused on billing practices regarding one payor that contracted for bundled payments for certain ventilators. The Company has cooperated with investigators and, through agreement with the EDPA, has submitted all information requested in the Company’s possession. An independent third party was retained by the Company that identified overpayments and underpayments for ventilator billings related to the payor, and a remittance was sent to reconcile that account. On October 3, 2019, the Company received a follow-up civil investigative demand from the EDPA regarding a document previously produced to the EDPA and patients included in the review by the independent third party. The Company has responded to the EDPA and supplemented its production as requested with any relevant documents in the Company’s possession. During subsequent communications, the EDPA indicated to the Company that the investigation remained ongoing. The EDPA also requested additional information regarding certain patient services and claims refunds processed by the Company in 2017. The Company produced this information in coordination with the EDPA. The EDPA has also raised questions regarding other aspects of ventilator billing. While the Company cannot provide any assurance as to whether the EDPA will seek additional information or pursue this matter further, it does not believe that the investigation will have a material adverse effect on the Company. In March 2019, prior to its acquisition by the Company, AeroCare was served with a civil investigative demand (“CID”) issued by the United States Attorney for the Western District of Kentucky (WDKY). The CID seeks to investigate allegations that AeroCare improperly billed, or caused others to improperly bill, for oxygen tank contents that were not delivered to beneficiaries. The WDKY has requested documents related to such oxygen tank content billing as well as other categories of information. AeroCare has cooperated with the WDKY and has produced documents and provided explanations of its billing practices. In September 2020, the WDKY indicated the investigation includes alleged violations of the federal False Claims Act and as well as alleged violations of state Medicaid false claims acts in ten states. AeroCare has cooperated fully with the investigation and has indicated to the WDKY that concerns raised do not accurately identify Medicare coverage criteria and that state Medicaid coverage requirements generally do not provide for separate reimbursement for portable gaseous oxygen contents in the circumstances at issue. While the Company cannot provide any assurance as to whether the WDKY will seek additional information or pursue this matter further, it does not believe that the investigation will have a material adverse effect on the Company. On June 28, 2019, Solara, which was acquired by the Company in July 2020, determined that an unauthorized third-party gained access to a limited number of employee email accounts beginning in April 2019, as a result of a phishing email campaign. Solara undertook a comprehensive review of the accounts to identify what personal information was stored within the accounts and to whom that information related. In connection with the incident, Solara notified potentially affected individuals and reported this incident to law enforcement and relevant state and federal regulators. Solara was a defendant in a class action regarding the incident in federal court. In October 2021, the parties tentatively agreed to a settlement for a payment of $5.1 million, which will be covered in full by insurance and an escrow established at the time of the Solara acquisition. On January 25, 2022, the plaintiffs filed a Motion for Preliminary Approval of the settlement. As of December 31, 2021, the Company recorded a liability of $5.1 million and a corresponding indemnification asset, which are included in other current liabilities and other current assets, respectively, in the accompanying consolidated balance sheets. The Company and certain of its current and former officers were named as defendants in a lawsuit, as described below. The Company cannot reasonably predict the outcome of this legal proceeding, nor can it estimate the amount of loss or range of loss, if any, that may result. An adverse outcome in this proceeding could have a material adverse effect on the Company’s results of operations, cash flows or financial condition. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. On July 29, 2021, Robert Charles Faille Jr., a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers in the United States District Court for the Eastern District of Pennsylvania (the “Complaint”). The Complaint purports to be asserted on behalf of a class of persons who purchased the Company’s stock between November 11, 2019 and July 16, 2021. The Complaint generally alleges that the Company and certain of its current and former officers violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding the Company’s organic growth trajectory. The Complaint seeks unspecified damages. On October 14, 2021, the Delaware County Employees Retirement System and the Bucks County Employees Retirement System were named Lead Plaintiffs. Pursuant to the scheduling order, Lead Plaintiffs filed a consolidated complaint on November 22, 2021 (the “Consolidated Complaint”), which asserts substantially the same claim, but adds a number of current and former directors of the Company as additional defendants and a new theory of recovery based on the Company’s alleged failure to disclose information concerning the Company’s former Co-CEO’s alleged tax fraud arising from certain past private activity. On January 20, 2022, the defendants filed a motion to dismiss the Consolidated Complaint. Lead Plaintiffs’ opposition to defendants’ motion is due on March 21, 2022, and defendants’ reply is due April 15, 2022. AdaptHealth intends to vigorously defend against the allegations contained in the Consolidated Complaint, but there can be no assurance that the defense will be successful. On December 6, 2021, a putative shareholder of the Company, Carol Hessler, filed a shareholder derivative complaint against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (the “Derivative Complaint”). The Derivative Complaint generally alleges that the defendants breached their fiduciary duties owed to the company by allegedly causing or allowing misrepresentations and/or omissions regarding the Company’s organic growth and Luke McGee’s alleged criminal activity, failing to maintain an adequate system of oversight, disclosure controls and procedures, and internal controls over financial reporting and due diligence into the Company’s management team, and engaging in insider trading. The Derivative Complaint also alleges claims for waste of corporate assets and unjust enrichment. Finally, the Derivative Complaint alleges that certain of the individual defendants violated Section 14(a) of the Securities Exchange Act by allegedly negligently issuing, causing to be issued, and participating in the issuance of materially misleading statements to stockholders in the Company’s Proxy Statements on Schedule DEF 14A in connection with a Special Meeting of Stockholders, held on March 3, 2021, and the 2021 Annual Meeting of Stockholders, held on July 27, 2021. The Derivative Complaint seeks, among other things, an award of money damages. The Company intends to vigorously defend against the allegations contained in the Derivative Complaint, but there can be no assurance that the defense will be successful. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | (17) Related Party Transactions The Company and one of its executive officers and shareholder owns an equity interest in a vendor of the Company that provides automated order intake software. The individual’s equity ownership is less than 1%. The expense related to this vendor was $4.9 million, $2.6 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. As of December 31, 2021 and 2020, the Company had an immaterial outstanding accounts payable balance to this vendor. A director of the Company serves on the board of directors of a third-party payor that does business with the Company in the normal course of providing services to patients. Net revenue from this third-party payor was less than 1.0% of the Company’s consolidated net revenue during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, the Company had an immaterial outstanding accounts receivable balance from this third-party payor. 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 consolidated statements of operations during the year ended December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | (18) 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. 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 substantially all of its earnings. The current and deferred income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 2,356 $ 5,608 $ (961) State 8,070 3,538 1,222 10,426 9,146 261 Deferred: Federal 22,891 (16,587) 371 State (511) (4,514) 107 22,380 (21,101) 478 Total income tax (benefit) expense $ 32,806 $ (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, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Federal tax at statutory rate 21.0 % 21.0 % 21.0 % Non‑taxable income — % — % (25.2) % State income taxes, net of federal benefit 3.1 % 4.7 % (3.3) % Equity-based compensation (1.9) % — % — % Change in valuation allowance 0.1 % (0.4) % 3.5 % Change in fair value of warrant liability (5.9) % (17.1) % (9.1) % Change in fair value of contingent consideration (1.2) % (4.4) % (1.1) % Deferred adjustments 0.3 % 1.7 % 9.8 % Other 1.7 % 0.3 % 1.0 % Effective income tax rate 17.2 % 5.8 % (3.4) % Deferred income tax assets and liabilities are comprised of the following at December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred income tax assets: Accounts receivable $ 51,115 $ 4,276 Goodwill and intangible assets 291,331 3,920 Investment in partnership 4,218 178,978 Inventory 561 24 Accruals 6,845 693 Net operating losses and credits 32,926 12,454 Transaction costs 7,580 475 Contract liabilities 3,041 255 Equity-based compensation 3,801 558 Excess business interest expense — 563 Lease liability 40,683 — Contingent consideration 3,541 9,978 Capital losses 817 813 Total deferred income tax assets $ 446,459 $ 212,987 Valuation allowance (1,812) (1,536) Net deferred income tax assets $ 444,647 $ 211,451 Deferred income tax liabilities: Right-of-use assets (39,760) — Equipment and other fixed assets (100,694) (3,052) Total deferred income tax liabilities (140,454) (3,052) Noncurrent net deferred income tax assets $ 304,193 $ 208,399 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 Taxes making this determination, management assesses all available evidence, both positive and negative, available at the time balance sheet date. This includes, but is not limited to, recent earnings, internally prepared income projections, and historical financial performance. A history of cumulative losses is a significant piece of negative evidence used in the assessment. As of December 31, 2021, and 2020, the Company had a valuation allowance recorded against net deferred tax assets of $1.8 million, and $1.5 million, respectively. As a result of the Tax Restructuring, AdaptHealth Holdings is treated as a taxable corporation for U.S. federal income tax purposes effective January 2, 2021. The Company’s deferred tax asset related to investment in partnership has been allocated to underlying assets of AdaptHealth Holdings which primarily relates to goodwill. As of December 31, 2021, and 2020, the Company had federal net operating losses (NOLs) carryforwards of $139.6 million and $49.6 million, respectively. As of December 31, 2021, and 2020, the Company had state NOLs of $85.7 million. and $29.4 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, and $111.8 million were acquired as part of the acquisition of AeroCare and may be carried forward indefinitely. Due to NOL limitation rules, the Company believes approximately $3.4 million of the acquired Pinnacle NOLs will expire before utilization and $1.8 million of the Company’s historical NOLs are fully limited and has recorded a valuation allowance accordingly. The remaining federal NOLs of $134.4 million were generated after December 31, 2017 and are not subject to expiration. As of December 31, 2021, the Company had capital loss carryforwards of $2.8 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 years ended December 31, 2021 and 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 Additions for tax positions taken in 2020 — Additions for tax positions in prior periods — Additions for tax positions acquired 2,100 Reductions for tax positions in prior periods — Reductions due to settlements — Reductions due to lapse of statute of limitations — Balance, December 31, 2021 $ 4,047 The unrecognized tax benefit of $4.0 million at December 31, 2021 relates to tax positions taken in pre-closing tax periods of companies acquired in 2020 and 2021, for which the Company received tax indemnifications against any losses. As such, the Company recognized a corresponding asset on its consolidated 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, 2021 and 2020, the Company’s accrued liability for interest and penalties is $0.9 million and $0.9 million, respectively. 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 2017, 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 Closing of the Business Combination and through December 31, 2021, there were an additional 31,936,305 exchanges of New AdaptHealth Units that increased the amortizable IRC Section 754 tax basis step-up of tax-deductible goodwill by approximately $1,029.6 million, of which $537.9 million, $485.7 million and $6.0 million was recorded during the years ended December 31, 2021, 2020 and 2019, respectively. Of these exchanges, 13,218,758, 18,167,547 and 550,000 occurred during the years ended December 31, 2021, 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; ● The price of the Company’s 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 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 years ended December 31, 2021 and 2020, the Company increased its TRA liability by $146.5 million and $140.4 million, respectively, through a reduction in additional-paid-in capital, resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the years ended December 31, 2021 and 2020, the Company increased its deferred tax asset by $164.1 million and $165.2 million, respectively, through an increase in additional-paid-in-capital resulting from these exchanges. At December 31, 2021 and 2020, the Company’s liability relating to the TRA was $300.3 million and $152.0 million, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | (19) Subsequent Events The Company evaluated subsequent events for the period from December 31, 2021 through the date that the Company’s consolidated financial statements were available to be issued. There were no subsequent events requiring adjustment to the Company’s consolidated financial statements or additional disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 Prior to August 19, 2021, the Company was 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 took 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. As of August 19, 2021, the Company no longer qualified as an emerging growth company due to issuing more than $1.0 billion in non-convertible debt in the prior three-year period as of that date, and as a result is no longer exempt from the reporting requirements discussed above. |
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, warrant liability 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 services. 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 years ended December 31, 2021 and 2020, as a result of a change in estimate, the Company decreased net revenue and accounts receivable by approximately $9.8 million and $11.0 million, respectively, due to the consideration ultimately received compared with the amounts previously estimated. 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 sleep therapy equipment supplies (including CPAP resupply products), durable medical equipment and related supplies (including wheelchairs, hospital beds and infusion pumps), diabetic medical devices and supplies (including continuous glucose monitors (CGM) and insulin pumps), and other HME products and supplies are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer medical devices and 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 select 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 insurance 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 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. 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, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Insurance $ 1,499,154 $ 657,033 $ 300,361 Government 685,513 295,657 168,686 Patient pay 269,868 103,699 60,597 Net revenue $ 2,454,535 $ 1,056,389 $ 529,644 The composition of net revenue by core service lines for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Net sales revenue: Sleep $ 654,130 $ 312,860 $ 224,542 Diabetes 528,082 159,490 — Supplies to the home 167,830 145,624 7,760 Respiratory 31,016 28,605 5,780 HME 117,515 58,029 42,487 Other 140,833 54,689 35,882 Total net sales revenue $ 1,639,406 $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 237,252 $ 98,361 $ 80,846 Diabetes 13,123 2,467 — Respiratory 427,270 123,860 81,418 HME 95,936 55,847 42,969 Other 41,548 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 815,129 $ 297,092 $ 213,193 Total net revenue: Sleep $ 891,382 $ 411,221 $ 305,388 Diabetes 541,205 161,957 — Supplies to the home 167,830 145,624 7,760 Respiratory 458,286 152,465 87,198 HME 213,451 113,876 85,456 Other 182,381 71,246 43,842 Total net revenue $ 2,454,535 $ 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 cash collections 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. As of December 31, 2021 and 2020, the Company’s unbilled accounts receivable was $23.8 million and $20.2 million, respectively. |
COVID-19 Pandemic | (f) COVID-19 Pandemic The COVID-19 pandemic has impacted AdaptHealth’s business, as well as its patients, communities, and employees. AdaptHealth’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 maintaining the operational and financial stability of its business. In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, in the first quarter of 2020, AdaptHealth activated certain business interruption protocols, including acquisition and distribution of personal protective equipment (PPE) to its patient-facing employees, accelerated capital expenditures of certain products and relocation of significant portions of its workforce to “work-from-home” status. 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 HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect the Company’s ability to comply and the Company could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to the Company. The Company is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS. Medicare Accelerated Payment Program 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, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Term loan and revolver $ 780,414 $ 780,414 $ 301,998 $ 301,998 Senior unsecured notes 1,423,138 1,459,137 342,022 370,022 Note payable — — 140,361 154,711 $ 2,203,552 $ 2,239,551 $ 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) 2021 2020 Cash $ 149,613 $ 94,360 Money market accounts 14 5,602 Total $ 149,627 $ 99,962 |
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) Long-Lived Assets The Company’s long-lived assets, such as equipment and other fixed assets, operating lease right-of-use assets and definite-lived identifiable intangible assets, are assessed 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 identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. 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 assessed for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired: Tradenames 5 to 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years The Company did not incur any impairment charges on long-lived assets for the years ended December 31, 2021, 2020 and 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 assessed 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 assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. 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 reduction of the carrying value of debt for costs associated with term loans and notes payable. 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 |
Accounting for Leases | (p) Accounting for Leases During the year ended December 31, 2021, the Company adopted FASB Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Whenever the Company enters into a new arrangement, it must determine, at the inception date, whether the arrangement is or contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and obtain substantially all the economic benefits from the use of the underlying asset. If a lease exists, the Company must then determine the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected, for all of its leases, to not separate lease and non-lease components. Each lease component is accounted for separately from other lease components, but together with the associated non-lease components. For each lease, the Company must then determine the lease term, the present value of lease payments and the classification of the lease as either an operating or finance lease. The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise, (ii) termination options the Company is reasonably certain not to exercise, and (iii) renewal or termination options that are controlled by the lessor. The present value of lease payments is calculated based on: ● Lease payments – lease payments include fixed and certain variable payments, less lease incentives, together with amounts probable of being owed by the Company under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement. Lease payments exclude consideration that is not related to the transfer of goods and services of the Company. ● Discount rate – the discount rate must be determined based on information available to the Company upon the commencement of the lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company’s leases is generally not readily determinable, the Company generally uses the hypothetical incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations, and economic incentives over the term of the lease. Generally, upon the commencement of a lease, the Company will record a lease liability and a ROU asset. However, the Company has elected, for all underlying leases with initial terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs incurred by the lessee and (ii) lease payments made by the lessor net of lease incentives received, prior to lease commencement. Over the lease term, the Company generally increases its lease liabilities using the effective interest method and decreases its lease liabilities for lease payments made. For finance leases, amortization and interest expense are recognized separately in the consolidated statements of operations, with amortization expense generally recorded on a straight-line basis over the lease term and interest expense recorded using the effective interest method. For operating leases, a single lease cost is generally recognized in the consolidated statements of operations on a straight-line basis over the lease term unless an impairment has been recorded with respect to a leased asset. Lease costs for short-term leases not recognized in the consolidated balance sheets are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Variable lease costs not initially included in the lease liability and ROU asset impairment charges are expensed as incurred. ROU assets are assessed for impairment, similar to other long-lived assets. See Note 13, Leases Prior to the adoption of ASC 842, the Company accounted for leases under FASB ASC Topic 840, Leases |
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 Commitments and 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, 2021, 2020 and 2019 were $ 18.5 million, $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 non-capitalized medical equipment and supplies sold to patients, depreciation for capitalized patient equipment 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 (such as rent, utilities, and property taxes), and other expenses incurred to operate the businesses (such as distribution expenses, billing fees, software expenses and general business supplies). Cost of net revenue for the years ended December 31, 2021, 2020 and 2019 consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Cost of products and supplies $ 955,813 $ 441,931 $ 156,430 Salaries, labor and benefits 595,668 257,898 153,173 Patient equipment depreciation 194,958 71,072 59,498 Rent and occupancy 48,586 22,344 13,407 Other operating expenses 204,573 93,054 57,339 Equity-based compensation 7,301 7,845 — Severance 2,026 4,457 858 Total $ 2,008,925 $ 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, 2021, 2020 and 2019 are salaries, labor and benefits expenses (including equity-based compensation and severance) of $60.1 million, $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, among other corporate supporting functions. 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 cash equivalents 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, 2021, and 2020, 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 net revenue 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. All Medicare Durable Medical Equipment, Prosthetics, Orthotics, & Supplies (“DMEPOS”) Competitive Bidding Program contracts expired on December 31, 2018, and, 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 became effective on January 1, 2021 and extend through December 31, 2023. CMS included 16 product categories in 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, 2021, 2020 and 2019, net 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. The Company 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 the Company 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. The Company will continue to monitor developments regarding the DMEPOS Competitive Bidding Program. While the Company 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 | (x) Concentration of Customers The Company provides patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related 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, 2021, 2020 and 2019, the Company derived approximately 28%, 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, 2021, 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 or other instruments 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 February 2016, the FASB issued ASC 842, Leases of In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ( dd ) Recently Issued Accounting Pronouncements 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, 2021 | |
Nature of Business | |
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, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of composition of net revenues by payor type and core service lines | Year Ended December 31, 2021 2020 2019 Insurance $ 1,499,154 $ 657,033 $ 300,361 Government 685,513 295,657 168,686 Patient pay 269,868 103,699 60,597 Net revenue $ 2,454,535 $ 1,056,389 $ 529,644 Year Ended December 31, 2021 2020 2019 Net sales revenue: Sleep $ 654,130 $ 312,860 $ 224,542 Diabetes 528,082 159,490 — Supplies to the home 167,830 145,624 7,760 Respiratory 31,016 28,605 5,780 HME 117,515 58,029 42,487 Other 140,833 54,689 35,882 Total net sales revenue $ 1,639,406 $ 759,297 $ 316,451 Net revenue from fixed monthly equipment reimbursements: Sleep $ 237,252 $ 98,361 $ 80,846 Diabetes 13,123 2,467 — Respiratory 427,270 123,860 81,418 HME 95,936 55,847 42,969 Other 41,548 16,557 7,960 Total net revenue from fixed monthly equipment reimbursements $ 815,129 $ 297,092 $ 213,193 Total net revenue: Sleep $ 891,382 $ 411,221 $ 305,388 Diabetes 541,205 161,957 — Supplies to the home 167,830 145,624 7,760 Respiratory 458,286 152,465 87,198 HME 213,451 113,876 85,456 Other 182,381 71,246 43,842 Total net revenue $ 2,454,535 $ 1,056,389 $ 529,644 |
Schedule of carrying amounts and estimated fair values of debt | December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Term loan and revolver $ 780,414 $ 780,414 $ 301,998 $ 301,998 Senior unsecured notes 1,423,138 1,459,137 342,022 370,022 Note payable — — 140,361 154,711 $ 2,203,552 $ 2,239,551 $ 784,381 $ 826,731 |
Summary of cash and cash equivalents | December 31, (in thousands) 2021 2020 Cash $ 149,613 $ 94,360 Money market accounts 14 5,602 Total $ 149,627 $ 99,962 |
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 | Tradenames 5 to 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years |
Summary of cost of net revenue | Year Ended December 31, 2021 2020 2019 Cost of products and supplies $ 955,813 $ 441,931 $ 156,430 Salaries, labor and benefits 595,668 257,898 153,173 Patient equipment depreciation 194,958 71,072 59,498 Rent and occupancy 48,586 22,344 13,407 Other operating expenses 204,573 93,054 57,339 Equity-based compensation 7,301 7,845 — Severance 2,026 4,457 858 Total $ 2,008,925 $ 898,601 $ 440,705 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition | |
Schedule of proforma net revenue and operating income | (in thousands) (unaudited) Year Ended December 31, 2021 2020 2019 Net revenue $ 2,863,840 $ 2,650,051 $ 2,292,523 Operating income $ 266,492 $ 229,036 $ 128,844 |
Summary of results of business acquired | (in thousands) Year Ended December 31, 2021 2020 2019 Net revenue $ 1,005,097 $ 427,352 $ 52,711 Operating income $ 136,404 $ 17,673 $ 7,856 |
Significant Acquisitions In 2021 [Member] | |
Business Acquisition | |
Summary of consideration | Cash $ 1,657,970 Equity 1,261,200 Contingent consideration 7,800 Deferred payments 4,478 Total $ 2,931,448 |
Summary of estimated fair values of the net assets acquired | Cash $ 36,993 Accounts receivable 126,902 Inventory 50,352 Prepaid and other current assets 7,736 Equipment and other fixed assets 274,357 Operating lease right-of-use assets 78,643 Goodwill 2,536,566 Identifiable intangible assets 132,900 Other assets 3,699 Deferred tax liabilities (47,770) Accounts payable and accrued expenses (131,583) Contract liabilities (19,630) Other current liabilities (13,701) Other long-term liabilities (3,738) Operating lease obligations (78,643) Finance lease obligations (11,635) Net assets acquired $ 2,941,448 |
Significant Acquisitions In 2020 [Member] | |
Business Acquisition | |
Summary of consideration | Cash $ 790,564 Equity 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 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 liabilities (11,278) Other long-term liabilities (4,107) Finance lease obligations (2,206) Net assets acquired $ 941,548 |
Significant acquisitions in 2019 | |
Business Acquisition | |
Summary of consideration | Cash $ 63,295 Contingent consideration 12,625 Seller note 2,000 Deferred payments 1,573 Total $ 79,493 |
Summary of estimated fair values of the 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 |
Equipment and Other Fixed Ass_2
Equipment and Other Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment and Other Fixed Assets | |
Schedule of equipment and other fixed assets | December 31, December 31, 2021 2020 Patient medical equipment $ 533,760 $ 158,108 Delivery vehicles 36,213 8,211 Other 50,208 26,098 620,181 192,417 Less accumulated depreciation (221,604) (81,949) $ 398,577 $ 110,468 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill. | |
Schedule of change in the carrying amount of goodwill | Gross carrying amount Balance at December 31, 2019 $ 266,791 Goodwill from acquisitions 732,019 Balance at December 31, 2020 $ 998,810 Goodwill from acquisitions 2,536,566 Net cash receipts relating to prior acquisitions (657) Reductions (22,152) Balance at December 31, 2021 $ 3,512,567 |
Schedule of identifiable intangible assets | December 31, 2021 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $12,705 $ 99,595 8.4 Payor contracts, net of accumulated amortization of $11,816 70,184 8.6 Contractual rental agreements, net of accumulated amortization of $26,158 28,042 1.8 Developed technology, net of accumulated amortization of $1,890 4,410 3.5 Identifiable intangible assets, net $ 202,231 December 31, 2020 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $1,793 $ 32,007 8.8 Payor contracts, net of accumulated amortization of $3,616 78,384 9.6 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, 2022 $ 39,881 2023 32,513 2024 22,176 2025 21,228 2026 19,163 Thereafter 67,270 Total $ 202,231 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Assets Money market accounts $ 14 $ — $ — Total assets measured at fair value $ 14 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 13,500 Acquisition-related contingent consideration-long term — — 6,800 Interest rate swap agreements-short term — 5,098 — Interest rate swap agreements-long term — 2,359 — Warrant liability — — 57,764 Total liabilities measured at fair value $ — $ 7,457 $ 78,064 (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 Warrant liability — — 113,905 Total liabilities measured at fair value $ — $ 16,161 $ 217,922 |
Summary of non-financial assets measured on a non-recurring basis | December 31, December 31, 2021 2020 Assets: Goodwill (Level 3) $ 3,512,567 $ 998,810 Identifiable intangible assets, net (Level 3) $ 202,231 $ 116,061 |
Acquisition Related Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Reconciliation of contingent consideration liabilities | Year Ended December 31, 2021 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 33,540 $ 7,800 $ (20,347) $ (866) $ 173 $ 20,300 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 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,098) $ (5,941) Interest rate swap agreements Other long-term liabilities (2,359) (10,220) Total $ (7,457) $ (16,161) |
Deferred Financing Costs (Table
Deferred Financing Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Financing Costs | |
Summary of change in the carrying amount of deferred financing costs | Year Ended December 31, 2021 2020 Balance at beginning of period $ 13,710 $ 7,853 Capitalized fees 29,185 13,049 Amortization (5,378) (1,876) Write-off due to debt refinancing (4,054) (5,316) Balance at end of period $ 33,463 $ 13,710 |
Schedule of amortization of deferred financing costs | 2022 $ 5,234 2023 5,234 2024 5,234 2025 5,147 2026 3,659 Thereafter 8,955 $ 33,463 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Schedule of components accounts payable and accrued expenses | December 31, December 31, 2021 2020 Accounts payable $ 248,027 $ 191,038 Employee-related accruals 34,370 26,705 Accrued interest 30,103 11,062 Other 45,884 25,407 Total $ 358,384 $ 254,212 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of summary of long term debt | December 31, December 31, 2021 2020 Secured term loans $ 785,000 $ 248,438 Revolving credit facility — 55,000 Senior unsecured notes 1,450,000 350,000 Note payable — 143,500 Other — 333 Unamortized deferred financing fees (31,448) (12,557) 2,203,552 784,714 Current portion (20,000) (8,146) Long-term portion $ 2,183,552 $ 776,568 |
Schedule of maturity of total debt, excluding unamortized deferred financing fees | Twelve months ended December 31, 2022 $ 20,000 2023 35,000 2024 40,000 2025 40,000 2026 650,000 Thereafter 1,450,000 Total debt maturity $ 2,235,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition | |
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. |
Schedule of changes in warrant liability | A reconciliation of the changes in the warrant liability during the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): Estimated fair value of warrant liability as of the Closing of the Business Combination $ 19,985 Change in estimated fair value of the warrant liability 7,650 Estimated fair value of warrant liability at December 31, 2019 27,635 Change in estimated fair value of the warrant liability 135,368 Reclassification of warrant liability to equity for exercised warrants (49,098) Estimated fair value of warrant liability at December 31, 2020 113,905 Change in estimated fair value of the warrant liability (53,181) Reclassification of warrant liability to equity for exercised warrants (2,960) Estimated fair value of warrant liability at December 31, 2021 $ 57,764 |
Schedules of stock option activity | Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Exercisable, December 31, 2019 — $ — Vested 1,155 $ 11.56 Exercisable, December 31, 2020 1,155 $ 11.56 Issued in connection with the AeroCare acquisition 3,960 $ 6.24 Vested 907 $ 11.50 Exercised (1,447) $ 10.16 Exercisable, December 31, 2021 4,575 $ 7.39 6.5 Years |
Schedule of stock option activity | Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Outstanding, as of the Closing of the Business Combination — — Granted 3,417 $ 11.50 Outstanding, December 31, 2019 3,417 $ 11.50 Granted 47 $ 16.25 Outstanding, December 31, 2020 3,464 $ 11.56 Granted 703 $ 48.72 Issued in connection with the AeroCare acquisition 3,960 $ 6.24 Exercised (1,447) $ 10.16 Forfeited (914) $ 11.66 Outstanding, December 31, 2021 5,766 $ 11.26 6.5 Years |
Schedule of restricted stock activity | Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance, as of the Closing of the Business Combination — — Granted 901 $ 5.83 Non-vested balance, December 31, 2019 901 $ 5.83 Granted 2,120 $ 18.60 Vested (541) $ 10.78 Forfeited (232) $ 15.97 Non-vested balance, December 31, 2020 2,248 $ 15.60 Granted 1,354 $ 28.92 Vested (556) $ 14.03 Forfeited (851) $ 17.64 Non-vested balance, December 31, 2021 2,195 $ 19.58 |
Common Shares Liability | |
Business Acquisition | |
Reconciliation of contingent consideration liabilities | Estimated fair value of contingent consideration common shares liability as of the Closing of the Business Combination $ 6,833 Change in estimated fair value of the contingent consideration common shares liability 2,483 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 Change in estimated fair value of the contingent consideration common shares liability (29,389) Reclassification of contingent consideration common shares liability to equity (41,088) Estimated fair value of contingent consideration common shares liability at December 31, 2021 $ — |
2019 Incentive Plan | |
Business Acquisition | |
Schedule of stock option activity | Weighted-Average Grant Date Weighted-Average Weighted-Average Number of Fair Value Exercise Price Remaining Options per Share per Share Contractual Term Outstanding, as of the Closing of the Business Combination — — — Granted 3,417 $ 2.12 $ 11.50 Outstanding, December 31, 2019 3,417 $ 2.12 $ 11.50 Granted 47 $ 6.34 $ 16.25 Outstanding, December 31, 2020 3,464 $ 2.18 $ 11.56 Granted 703 $ 9.81 $ 48.72 Exercised (1,034) $ 2.19 $ 11.57 Forfeited (914) $ 2.27 $ 11.66 Outstanding, December 31, 2021 2,219 $ 3.75 $ 19.36 7.1 Years |
Stock Options | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | Year Ended December 31, 2021 2020 2019 Expected volatility 44.5 % 40.7 % 35.9 % Risk-free interest rate 0.2 % 0.4 % 1.7 % Expected term 4.0 years 6.0 years 6.0 years Dividend yield N/A N/A N/A |
Stock Options Unexercisable | |
Business Acquisition | |
Schedules of stock option activity | Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Unexercisable, as of the Closing of the Business Combination — — Granted 3,417 $ 11.50 Unexercisable, December 31, 2019 3,417 $ 11.50 Granted 47 $ 16.25 Vested (1,155) $ 11.56 Unexercisable, December 31, 2020 2,309 $ 11.56 Granted 703 $ 48.72 Vested (907) $ 11.50 Forfeited (914) $ 11.66 Unexercisable, December 31, 2021 1,191 $ 26.15 6.4 Years |
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 | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash and cash equivalents $ 43,912 Current assets 71 Current liabilities (11,215) Net assets of DFB $ 32,768 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share | |
Schedule of calculation of basic and diluted earnings per share | Year Ended December 31, 2021 2020 2019 Numerator Net income (loss) attributable to AdaptHealth Corp. $ 156,175 $ (161,632) $ (21,341) Less: Earnings allocated to participating securities (1) 14,379 — — Net income (loss) for basic EPS $ 141,796 $ (161,632) $ (21,341) Change in fair value of warrant liability (2) (53,181) — — Net income (loss) for diluted EPS $ 88,615 $ (161,632) $ (21,341) Denominator (1) (2) Basic weighted-average common shares outstanding 126,306 52,488 22,557 Add: Warrants (2) 2,377 — — Add: Stock options 3,782 — — Add: Unvested restricted stock 569 — — Diluted weighted-average common shares outstanding 133,034 52,488 22,557 Basic net income (loss) per share $ 1.12 $ (3.08) $ (0.95) Diluted net income (loss) per share $ 0.67 $ (3.08) $ (0.95) (1) The Company's preferred stock are considered participating securities. Computation 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 years ended December 31, 2021 and 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 reported in that period. (2) For the year ended December 31, 2021, in accordance with the requirements of FASB ASC Topic 260, Earnings per Share , the impact to earnings from the change in fair value of the Company’s warrant liability is excluded from the numerator, and the corresponding security is included in the denominator, for purposes of computing diluted net income per share. This adjustment is included as the effect of the numerator and denominator adjustments for this derivative instrument is dilutive as a result of the non-cash gain recorded for the change in fair value of this instrument during the period. For the years ended December 31, 2020 and 2019, the numerator and denominator for the diluted net loss per share computation is the same as used in the basic net loss per share computation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2021 2020 2019 Preferred Stock 12,808 10,077 — Warrants — 1,902 — Stock Options — 1,539 — Unvested restricted stock — 659 226 Contingent Consideration Common Shares — 2,000 — Total 12,808 16,177 226 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Lease, Cost [Table Text Block] | Consolidated Balance Sheets Line Item December 31, 2021 Right-of-use (ROU) assets: Operating lease ROU assets Operating lease right-of-use assets $ 147,760 Finance lease ROU assets Equipment and other fixed assets, net 17,410 Total ROU assets $ 165,170 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease obligations $ 31,418 Noncurrent operating lease liabilities Operating lease obligations, less current portion 120,180 Total operating lease liabilities $ 151,598 Finance lease liabilities: Current finance lease liabilities Current portion of finance lease obligations $ 15,446 Noncurrent finance lease liabilities Other long-term liabilities 132 Total finance lease liabilities $ 15,578 Consolidated Statements of Year Ended Operations Line Item December 31, 2021 Operating lease costs Cost of net revenue $ 37,043 Finance lease costs: Amortization of ROU assets Cost of net revenue $ 33,689 Other lease costs and income: Short-term lease costs Cost of net revenue $ 19,905 Variable leases costs (1) Cost of net revenue $ 14,030 Sublease income Cost of net revenue $ 1,239 (1) Amounts represent variable costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate. |
Schedule of Future Minimum Rental Payments and Lease Liabilities for Operating Leases [Table Text Block] | Operating Leases Finance Leases 2022 $ 36,216 $ 15,505 2023 31,011 145 2024 25,701 — 2025 21,419 — 2026 14,558 — Thereafter 45,267 — Total future leases payments $ 174,172 $ 15,650 Less: amount representing interest (22,574) (72) Present value of future lease payments (lease liability) $ 151,598 $ 15,578 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 as of December 31, 2020 under noncancelable subleases. |
Schedule Of Lease Terms And Discount Rates [Table Text Block] | Weighted average remaining lease term, weighted based on lease liability balances: Operating leases 6.7 years Finance leases 1.0 year Weighted average discount rate, weighted based on remaining balance of lease payments: Operating leases 3.8% |
Schedule Of Cash And NonCash Activity Related To Lease Liabilities [Table Text Block] | Cash paid for amounts included in the measurement of lease liabilities: Operating cash payments for operating leases $ 36,510 Financing cash payments for finance leases $ 42,164 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 91,420 Finance leases $ 22,959 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of current and deferred income tax expense (benefit) | Year Ended December 31, 2021 2020 2019 Current: Federal $ 2,356 $ 5,608 $ (961) State 8,070 3,538 1,222 10,426 9,146 261 Deferred: Federal 22,891 (16,587) 371 State (511) (4,514) 107 22,380 (21,101) 478 Total income tax (benefit) expense $ 32,806 $ (11,955) $ 739 |
Schedule of reconciliation of the effective income tax rate | Year Ended December 31, 2021 2020 2019 Federal tax at statutory rate 21.0 % 21.0 % 21.0 % Non‑taxable income — % — % (25.2) % State income taxes, net of federal benefit 3.1 % 4.7 % (3.3) % Equity-based compensation (1.9) % — % — % Change in valuation allowance 0.1 % (0.4) % 3.5 % Change in fair value of warrant liability (5.9) % (17.1) % (9.1) % Change in fair value of contingent consideration (1.2) % (4.4) % (1.1) % Deferred adjustments 0.3 % 1.7 % 9.8 % Other 1.7 % 0.3 % 1.0 % Effective income tax rate 17.2 % 5.8 % (3.4) % |
Schedule of deferred income tax assets and liabilities | December 31, 2021 2020 Deferred income tax assets: Accounts receivable $ 51,115 $ 4,276 Goodwill and intangible assets 291,331 3,920 Investment in partnership 4,218 178,978 Inventory 561 24 Accruals 6,845 693 Net operating losses and credits 32,926 12,454 Transaction costs 7,580 475 Contract liabilities 3,041 255 Equity-based compensation 3,801 558 Excess business interest expense — 563 Lease liability 40,683 — Contingent consideration 3,541 9,978 Capital losses 817 813 Total deferred income tax assets $ 446,459 $ 212,987 Valuation allowance (1,812) (1,536) Net deferred income tax assets $ 444,647 $ 211,451 Deferred income tax liabilities: Right-of-use assets (39,760) — Equipment and other fixed assets (100,694) (3,052) Total deferred income tax liabilities (140,454) (3,052) Noncurrent net deferred income tax assets $ 304,193 $ 208,399 |
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 Additions for tax positions taken in 2020 — Additions for tax positions in prior periods — Additions for tax positions acquired 2,100 Reductions for tax positions in prior periods — Reductions due to settlements — Reductions due to lapse of statute of limitations — Balance, December 31, 2021 $ 4,047 |
Nature of Business (Details)
Nature of Business (Details) | Jan. 01, 2021shares | Nov. 08, 2019itemshares | Jul. 08, 2019USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2021shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Goodwill or intangible assets acquired | $ | $ 0 | ||||||
Sale of stock, net of offering costs | $ | $ 265,018,000 | $ 124,999,000 | |||||
Number of votes per share | item | 1 | ||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 13,218,758 | 3,480,466 | 13,218,758 | 18,167,547 | 550,000 | 31,936,305 | |
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% | ||||||
Class A Common Stock | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Sale of stock, net of offering costs | $ | $ 125,000,000 | ||||||
Redemption of public shares | (20,840,000) | ||||||
Shares issued | 12,500,000 | 12,500,000 | |||||
Class B Common Stock | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 13,218,758 | 16,659,739 | 550,000 | ||||
Shareholders of Adapt Health Holdings LLC | Class A Common Stock | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Common Stock issued as per Merger Agreement | 17,386,201 | ||||||
Shareholders of Adapt Health Holdings LLC | Class B Common Stock | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Common Stock issued as per Merger Agreement | 32,113,799 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation (Details) $ in Billions | Aug. 19, 2021USD ($) |
Minimum | |
Proceeds from issuance of debt | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue recognition, Accounts receivable and COVID-19 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2022 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition | |||||||
Total net revenues | $ 2,454,535 | $ 1,056,389 | $ 529,644 | ||||
Recoupable Advance Payment, CARES Act | $ 45,800 | ||||||
CARES Act funding recouped | 36,700 | ||||||
Unbilled revenue | $ 23,800 | $ 20,200 | 23,800 | 20,200 | |||
CARES Act income recognized | 10,600 | $ 14,300 | 10,595 | 14,277 | |||
CARES Act funding received | 17,200 | ||||||
Employment taxes deferred, CARES Act | 8,600 | ||||||
FICA tax liability, current, CARES Act | 4,300 | 4,300 | |||||
FICA tax liability, noncurrent, CARES Act | 4,300 | 4,300 | |||||
Payment of deferred employment tax | $ 4,300 | ||||||
CARES Act recoupable advance payment deferrals | $ 12,800 | 12,800 | |||||
Forecast | |||||||
Revenue Recognition | |||||||
Deferred employment tax payable | $ 4,300 | ||||||
Sales Returns and Allowances [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | (9,800) | (11,000) | |||||
Significant Acquisitions In 2020 [Member] | |||||||
Revenue Recognition | |||||||
CARES Act funding received | 22,200 | ||||||
Business combination, liabilities | 7,700 | ||||||
Business combination, Recoupable advances | $ 3,700 | ||||||
Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 1,639,406 | 759,297 | 316,451 | ||||
Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 815,129 | 297,092 | 213,193 | ||||
Sleep | |||||||
Revenue Recognition | |||||||
Total net revenues | 891,382 | 411,221 | 305,388 | ||||
Sleep | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 654,130 | 312,860 | 224,542 | ||||
Sleep | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 237,252 | 98,361 | 80,846 | ||||
Diabetes [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 541,205 | 161,957 | |||||
Diabetes [Member] | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 528,082 | 159,490 | |||||
Diabetes [Member] | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 13,123 | 2,467 | |||||
Supplies to the home | |||||||
Revenue Recognition | |||||||
Total net revenues | 167,830 | 145,624 | 7,760 | ||||
Supplies to the home | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 167,830 | 145,624 | 7,760 | ||||
Respiratory | |||||||
Revenue Recognition | |||||||
Total net revenues | 458,286 | 152,465 | 87,198 | ||||
Respiratory | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 31,016 | 28,605 | 5,780 | ||||
Respiratory | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 427,270 | 123,860 | 81,418 | ||||
HME | |||||||
Revenue Recognition | |||||||
Total net revenues | 213,451 | 113,876 | 85,456 | ||||
HME | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 117,515 | 58,029 | 42,487 | ||||
HME | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 95,936 | 55,847 | 42,969 | ||||
Health Care, Other | |||||||
Revenue Recognition | |||||||
Total net revenues | 182,381 | 71,246 | 43,842 | ||||
Health Care, Other | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 140,833 | 54,689 | 35,882 | ||||
Health Care, Other | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 41,548 | 16,557 | 7,960 | ||||
Insurance Payor [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 1,499,154 | 657,033 | 300,361 | ||||
Government payor | |||||||
Revenue Recognition | |||||||
Total net revenues | 685,513 | 295,657 | 168,686 | ||||
Patient payor | |||||||
Revenue Recognition | |||||||
Total net revenues | $ 269,868 | $ 103,699 | $ 60,597 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | $ 2,203,552 | $ 784,381 |
Reported Value Measurement [Member] | Term loan and revolver | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | 780,414 | 301,998 |
Reported Value Measurement [Member] | Senior unsecured notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | 1,423,138 | 342,022 |
Reported Value Measurement [Member] | Note payable | ||
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 | 2,239,551 | 826,731 |
Estimate of Fair Value Measurement [Member] | Term loan and revolver | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | 780,414 | 301,998 |
Estimate of Fair Value Measurement [Member] | Senior unsecured notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | $ 1,459,137 | 370,022 |
Estimate of Fair Value Measurement [Member] | Note payable | ||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents | ||||
Cash | $ 149,613 | $ 94,360 | ||
Money market accounts | 14 | 5,602 | ||
Cash and cash equivalents, total | $ 149,627 | $ 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Payor contracts | |||
Equipment and Other Fixed Assets | |||
Weighted-average useful life | 10 years | ||
Contractual rental agreements. | |||
Equipment and Other Fixed Assets | |||
Weighted-average useful life | 2 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 | |||
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 | |||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Advertising Costs | |||
Advertising costs | $ 18,500 | $ 5,300 | $ 2,100 |
Cost of net revenue | |||
Cost of products and supplies | 955,813 | 441,931 | 156,430 |
Salaries, labor and benefits | 595,668 | 257,898 | 153,173 |
Patient equipment depreciation | 194,958 | 71,072 | 59,498 |
Rent and occupancy | 48,586 | 22,344 | 13,407 |
Other operating expenses | 204,573 | 93,054 | 57,339 |
Equity based compensation, direct | 7,301 | 7,845 | |
Severance | 2,026 | 4,457 | 858 |
Cost of net revenue | 2,008,925 | 898,601 | 440,705 |
General and administrative expenses | |||
Salaries and benefits expenses | $ 60,100 | $ 35,800 | $ 31,700 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentration of Credit Risk, Customers, Income tax (Details) - Customer concentration | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net accounts receivable | Patient payor | Maximum | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Net revenue | Government payor | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.00% | 28.00% | 32.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Jan. 01, 2021 | |
Recently Adopted Accounting Pronouncements | ||
Lease, Practical Expedients, Package [true false] | true | |
Operating lease liability | $ 151,598 | |
Operating lease right-of-use assets | $ 147,760 | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Recently Adopted Accounting Pronouncements | ||
Operating lease liability | $ 91,500 | |
Operating lease right-of-use assets | $ 91,500 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 30, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | Apr. 30, 2021 | Feb. 01, 2021 | Oct. 01, 2020 | Jul. 01, 2020 | Mar. 02, 2020 | Jan. 02, 2020 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2031 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 18, 2021 | Sep. 30, 2020 | Aug. 04, 2020 | Nov. 08, 2019 |
Business Acquisition | |||||||||||||||||||
Cash payment | $ 1,657,970,000 | ||||||||||||||||||
Contingent consideration paid | (866,000) | $ (4,176,000) | |||||||||||||||||
Deferred purchase price in connection with acquisitions | $ 4,478,000 | $ 33,000 | $ 1,573,000 | ||||||||||||||||
Preferred Stock, Shares Issued | 124,060 | 163,560 | |||||||||||||||||
Exercise price | $ 11.50 | $ 11.50 | |||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Goodwill | $ 3,512,567,000 | $ 998,810,000 | 266,791,000 | ||||||||||||||||
Total Merger Consideration | 2,931,448,000 | ||||||||||||||||||
Additional consideration from adjustment | (657,000) | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Shares of common stock received in conversion for each share of preferred stock | 100 | ||||||||||||||||||
Significant Acquisitions In 2021 [Member] | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 36,993,000 | ||||||||||||||||||
Accounts receivable | 126,902,000 | ||||||||||||||||||
Inventory | 50,352,000 | ||||||||||||||||||
Prepaid and other current assets | 7,736,000 | ||||||||||||||||||
Equipment and other fixed assets | 274,357,000 | ||||||||||||||||||
Right-of-use assets | 78,643,000 | ||||||||||||||||||
Other assets | 3,699,000 | ||||||||||||||||||
Identifiable intangible assets | 132,900,000 | ||||||||||||||||||
Goodwill | 2,536,566,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (131,583,000) | ||||||||||||||||||
Contract liabilities | (19,630,000) | ||||||||||||||||||
Net liabilities - working capital | (13,701,000) | ||||||||||||||||||
Other long-term liabilities | (3,738,000) | ||||||||||||||||||
Finance lease obligations | (11,635,000) | ||||||||||||||||||
Operating lease obligations | (78,643,000) | ||||||||||||||||||
Deferred tax liability | (47,770,000) | ||||||||||||||||||
Net assets acquired | 2,941,448,000 | ||||||||||||||||||
Additional consideration from adjustment | $ 700,000 | ||||||||||||||||||
AeroCare Holdings [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 1,100,000,000 | ||||||||||||||||||
Options issued in acquisition, in shares | 3,959,892 | ||||||||||||||||||
Exercise price | $ 6.24 | ||||||||||||||||||
Weighted average exercise period | 7 years | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 27,700,000 | ||||||||||||||||||
Accounts receivable | 71,900,000 | ||||||||||||||||||
Inventory | 27,000,000 | ||||||||||||||||||
Equipment and other fixed assets | 190,800,000 | ||||||||||||||||||
Right-of-use assets | 52,900,000 | ||||||||||||||||||
Identifiable intangible assets | 122,800,000 | ||||||||||||||||||
Goodwill | 2,100,000,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (82,700,000) | ||||||||||||||||||
Net liabilities - working capital | (20,900,000) | ||||||||||||||||||
Operating lease obligations | (52,900,000) | ||||||||||||||||||
Deferred tax liability | (46,200,000) | ||||||||||||||||||
Additional consideration from adjustment | $ 4,700,000 | ||||||||||||||||||
AeroCare Holdings [Member] | Contractual rental agreements | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | 54,200,000 | ||||||||||||||||||
AeroCare Holdings [Member] | Tradenames | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | $ 68,600,000 | ||||||||||||||||||
AeroCare Holdings [Member] | Stock, common | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 13,992,615 | ||||||||||||||||||
AeroCare Holdings [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Preferred Stock, Shares Issued | 130,474.73 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 0.0001 | ||||||||||||||||||
Spiro Health Services [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 66,100,000 | ||||||||||||||||||
Contingent consideration paid | 1,000,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 244,641 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 2,100,000 | ||||||||||||||||||
Accounts receivable | 5,800,000 | ||||||||||||||||||
Inventory | 1,700,000 | ||||||||||||||||||
Net assets - working capital | 300,000 | ||||||||||||||||||
Equipment and other fixed assets | 6,900,000 | ||||||||||||||||||
Right-of-use assets | 2,600,000 | ||||||||||||||||||
Identifiable intangible assets | 1,000,000 | ||||||||||||||||||
Goodwill | 64,400,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (5,500,000) | ||||||||||||||||||
Finance lease obligations | (2,200,000) | ||||||||||||||||||
Operating lease obligations | (2,600,000) | ||||||||||||||||||
Maximum potential contingent consideration | $ 1,000,000 | ||||||||||||||||||
Additional consideration from adjustment | $ 300,000 | ||||||||||||||||||
Healthy Living Medical Supply, L L C [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 47,000,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 196,779 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 600,000 | ||||||||||||||||||
Accounts receivable | 5,800,000 | ||||||||||||||||||
Inventory | 3,000,000 | ||||||||||||||||||
Equipment and other fixed assets | 1,200,000 | ||||||||||||||||||
Right-of-use assets | 1,400,000 | ||||||||||||||||||
Identifiable intangible assets | 1,500,000 | ||||||||||||||||||
Goodwill | 44,100,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (3,400,000) | ||||||||||||||||||
Net liabilities - working capital | (700,000) | ||||||||||||||||||
Operating lease obligations | $ (1,400,000) | ||||||||||||||||||
Agilis Med Holdings, LLC [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Investment carrying value | 8,100,000 | ||||||||||||||||||
Fair value of investment | $ 10,000,000 | ||||||||||||||||||
Gain on equity method investment | 1,900,000 | ||||||||||||||||||
Cash payment | $ 30,800,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 538,079 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 1,100,000 | ||||||||||||||||||
Inventory | 2,300,000 | ||||||||||||||||||
Equipment and other fixed assets | 400,000 | ||||||||||||||||||
Right-of-use assets | 500,000 | ||||||||||||||||||
Identifiable intangible assets | 500,000 | ||||||||||||||||||
Goodwill | 55,400,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (3,200,000) | ||||||||||||||||||
Operating lease obligations | (500,000) | ||||||||||||||||||
Maximum potential contingent consideration | $ 1,000,000 | ||||||||||||||||||
Toms River, LLC [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 129,400,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Accounts receivable | 15,800,000 | ||||||||||||||||||
Inventory | 5,200,000 | ||||||||||||||||||
Equipment and other fixed assets | 44,900,000 | ||||||||||||||||||
Right-of-use assets | 4,400,000 | ||||||||||||||||||
Identifiable intangible assets | 2,300,000 | ||||||||||||||||||
Goodwill | 88,400,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (13,700,000) | ||||||||||||||||||
Net liabilities - working capital | (2,900,000) | ||||||||||||||||||
Finance lease obligations | (4,800,000) | ||||||||||||||||||
Operating lease obligations | (4,400,000) | ||||||||||||||||||
Maximum potential contingent consideration | 6,500,000 | ||||||||||||||||||
Contingent consideration liability | $ 5,800,000 | $ 5,800,000 | |||||||||||||||||
WeCare Medical, LLC [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 34,800,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 231,866 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 500,000 | ||||||||||||||||||
Accounts receivable | 2,000,000 | ||||||||||||||||||
Inventory | 500,000 | ||||||||||||||||||
Equipment and other fixed assets | 5,200,000 | ||||||||||||||||||
Right-of-use assets | 1,000,000 | ||||||||||||||||||
Identifiable intangible assets | 400,000 | ||||||||||||||||||
Goodwill | 36,000,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (1,400,000) | ||||||||||||||||||
Net liabilities - working capital | (800,000) | ||||||||||||||||||
Operating lease obligations | (1,000,000) | ||||||||||||||||||
Deferred tax liability | $ (1,200,000) | ||||||||||||||||||
Other acquisitions | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Cash payment | 18,600,000 | ||||||||||||||||||
Deferred purchase price in connection with acquisitions | 1,600,000 | ||||||||||||||||||
Contingent consideration liability at fair value | 900,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 100,000 | ||||||||||||||||||
Accounts receivable | 700,000 | ||||||||||||||||||
Inventory | 1,500,000 | ||||||||||||||||||
Equipment and other fixed assets | 6,100,000 | ||||||||||||||||||
Goodwill | 14,300,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (700,000) | ||||||||||||||||||
Net liabilities - working capital | $ (900,000) | ||||||||||||||||||
Home Medical Equipment Provider and Diabetes Management Products and Supplies Acquired in 2021 [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 196,700,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 306,569 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | $ 5,000,000 | ||||||||||||||||||
Accounts receivable | 25,600,000 | ||||||||||||||||||
Inventory | 10,700,000 | ||||||||||||||||||
Equipment and other fixed assets | 25,000,000 | ||||||||||||||||||
Right-of-use assets | 15,900,000 | ||||||||||||||||||
Identifiable intangible assets | 4,400,000 | ||||||||||||||||||
Goodwill | 164,900,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (21,700,000) | ||||||||||||||||||
Net liabilities - working capital | (300,000) | ||||||||||||||||||
Finance lease obligations | (4,700,000) | ||||||||||||||||||
Operating lease obligations | (15,900,000) | ||||||||||||||||||
Contingent consideration liability | 4,000,000 | ||||||||||||||||||
Additional consideration from adjustment | 1,100,000 | ||||||||||||||||||
Significant Acquisitions In 2020 [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Cash payment | 790,564,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 21,227,000 | ||||||||||||||||||
Accounts receivable | 62,940,000 | ||||||||||||||||||
Inventory | 26,111,000 | ||||||||||||||||||
Prepaid and other current assets | 9,560,000 | ||||||||||||||||||
Equipment and other fixed assets | 45,669,000 | ||||||||||||||||||
Deferred tax asset | 1,132,000 | ||||||||||||||||||
Other assets | 2,921,000 | ||||||||||||||||||
Identifiable intangible assets | 122,100,000 | ||||||||||||||||||
Goodwill | 732,019,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (61,196,000) | ||||||||||||||||||
Contract liabilities | (3,344,000) | ||||||||||||||||||
Net liabilities - working capital | (11,278,000) | ||||||||||||||||||
Other long-term liabilities | (4,107,000) | ||||||||||||||||||
Finance lease obligations | (2,206,000) | ||||||||||||||||||
Net assets acquired | 941,548,000 | ||||||||||||||||||
Total Merger Consideration | 941,548,000 | ||||||||||||||||||
Patient Care Solutions (PCS) [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 80,400,000 | $ 15,000,000 | |||||||||||||||||
Issuance of stock for acquisitions (in shares) | 997,067 | ||||||||||||||||||
Contingent consideration liability at fair value | $ 14,300,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Accounts receivable | 14,900,000 | ||||||||||||||||||
Equipment and other fixed assets | 500,000 | ||||||||||||||||||
Goodwill | 1,000,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (2,000,000) | ||||||||||||||||||
Net liabilities - working capital | $ (400,000) | ||||||||||||||||||
Maximum potential contingent consideration | $ 15,000,000 | $ 1,000,000 | |||||||||||||||||
Advanced Home Care Inc [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Cash payment | $ 58,500,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Inventory | 2,700,000 | ||||||||||||||||||
Equipment and other fixed assets | 19,800,000 | ||||||||||||||||||
Identifiable intangible assets | 600,000 | ||||||||||||||||||
Goodwill | 41,700,000 | ||||||||||||||||||
Net liabilities - working capital | (1,300,000) | ||||||||||||||||||
Maximum potential contingent consideration | $ 9,000,000 | 5,000,000 | |||||||||||||||||
Acquisitions Combined, Providers Of Home Medical Equipment And Distributors Of Diabetes Products [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Number of entities acquired | 4 | ||||||||||||||||||
Cash payment | $ 191,400,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 1,023,434 | ||||||||||||||||||
Contingent consideration liability at fair value | 5,300,000 | $ 6,500,000 | |||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 2,900,000 | ||||||||||||||||||
Accounts receivable | 21,300,000 | ||||||||||||||||||
Inventory | 8,400,000 | ||||||||||||||||||
Equipment and other fixed assets | 20,900,000 | ||||||||||||||||||
Identifiable intangible assets | 11,200,000 | ||||||||||||||||||
Goodwill | 184,300,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (23,700,000) | ||||||||||||||||||
Net liabilities - working capital | (2,700,000) | ||||||||||||||||||
Finance lease obligations | (2,200,000) | ||||||||||||||||||
Maximum potential contingent consideration | 8,000,000 | ||||||||||||||||||
Acquisitions Combined, Providers Of Home Medical Equipment And Distributors Of Diabetes Products [Member] | Maximum | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Deferred purchase price in connection with acquisitions | 100,000 | ||||||||||||||||||
Acquisitions Combined, Providers Of Home Medical Equipment And Distributors Of Diabetes Products [Member] | Tradenames | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | 3,200,000 | ||||||||||||||||||
Acquisitions Combined, Providers Of Home Medical Equipment And Distributors Of Diabetes Products [Member] | Payor contracts | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | 8,000,000 | ||||||||||||||||||
Solara Medical Supplies, LLC [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 380,700,000 | ||||||||||||||||||
Issuance of stock for acquisitions (in shares) | 3,906,250 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 12,100,000 | ||||||||||||||||||
Accounts receivable | 17,400,000 | ||||||||||||||||||
Inventory | 14,400,000 | ||||||||||||||||||
Equipment and other fixed assets | 3,500,000 | ||||||||||||||||||
Identifiable intangible assets | 85,700,000 | ||||||||||||||||||
Goodwill | 347,700,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (22,500,000) | ||||||||||||||||||
Net liabilities - working capital | (2,900,000) | ||||||||||||||||||
Additional consideration from adjustment | $ 700,000 | ||||||||||||||||||
Solara Medical Supplies, LLC [Member] | Tradenames | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | 25,700,000 | ||||||||||||||||||
Solara Medical Supplies, LLC [Member] | Payor contracts | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | $ 60,000,000 | ||||||||||||||||||
ActivStyle, Inc. [Member] | |||||||||||||||||||
Business Acquisition | |||||||||||||||||||
Interest acquired, as a percent | 100.00% | ||||||||||||||||||
Cash payment | $ 65,500,000 | ||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Cash | 5,000,000 | ||||||||||||||||||
Accounts receivable | 5,200,000 | ||||||||||||||||||
Inventory | 500,000 | ||||||||||||||||||
Net assets - working capital | 2,000,000 | ||||||||||||||||||
Equipment and other fixed assets | 1,000,000 | ||||||||||||||||||
Identifiable intangible assets | 9,400,000 | ||||||||||||||||||
Goodwill | 49,600,000 | ||||||||||||||||||
Accounts payable and accrued expenses | (7,200,000) | ||||||||||||||||||
ActivStyle, Inc. [Member] | Tradenames | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | 3,100,000 | ||||||||||||||||||
ActivStyle, Inc. [Member] | Developed technology | |||||||||||||||||||
Estimated fair values of net assets acquired | |||||||||||||||||||
Identifiable intangible assets | $ 6,300,000 |
Acquisitions - Consideration an
Acquisitions - Consideration and Allocation (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Oct. 01, 2020 | Jul. 01, 2020 | Mar. 02, 2020 | Jan. 02, 2020 | Oct. 31, 2019 | Jul. 05, 2019 | Jan. 02, 2019 | Jul. 31, 2021 | Dec. 31, 2031 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 1,657,970 | |||||||||||||
Equity consideration issued in connection with acquisitions | 1,261,200 | |||||||||||||
Deferred payments | 4,478 | $ 33 | $ 1,573 | |||||||||||
Contingent consideration | 7,800 | |||||||||||||
Deferred payments | 4,478 | |||||||||||||
Total consideration | 2,931,448 | |||||||||||||
Contingent consideration liability | 20,300 | 33,540 | 14,725 | |||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Goodwill | 3,512,567 | 998,810 | 266,791 | |||||||||||
Cash receipt from working capital adjustment | 657 | |||||||||||||
Receipt of working capital adjustment from prior year acquisitions | 800 | |||||||||||||
Receipt of prior escrow payment | 500 | |||||||||||||
Other current liabilities | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Contingent consideration liability | 13,500 | 23,900 | ||||||||||||
Other long-term liabilities | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Contingent consideration liability | 6,800 | 9,600 | ||||||||||||
Significant Acquisitions In 2021 [Member] | ||||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 36,993 | |||||||||||||
Accounts receivable | 126,902 | |||||||||||||
Inventory | 50,352 | |||||||||||||
Prepaid and other current assets | 7,736 | |||||||||||||
Equipment and other fixed assets | 274,357 | |||||||||||||
Right-of-use assets | 78,643 | |||||||||||||
Other assets | 3,699 | |||||||||||||
Identifiable intangible assets | 132,900 | |||||||||||||
Goodwill | 2,536,566 | |||||||||||||
Deferred tax liability | (47,770) | |||||||||||||
Accounts payable and accrued expenses | (131,583) | |||||||||||||
Contract liabilities | (19,630) | |||||||||||||
Net liabilities - working capital | (13,701) | |||||||||||||
Other long-term liabilities | (3,738) | |||||||||||||
Finance lease obligations | (11,635) | |||||||||||||
Operating lease obligations | (78,643) | |||||||||||||
Net assets acquired | 2,941,448 | |||||||||||||
Cash receipt from working capital adjustment | $ (700) | |||||||||||||
AeroCare Holdings [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 1,100,000 | |||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | $ 27,700 | |||||||||||||
Accounts receivable | 71,900 | |||||||||||||
Inventory | 27,000 | |||||||||||||
Equipment and other fixed assets | 190,800 | |||||||||||||
Right-of-use assets | 52,900 | |||||||||||||
Identifiable intangible assets | 122,800 | |||||||||||||
Goodwill | 2,100,000 | |||||||||||||
Deferred tax liability | (46,200) | |||||||||||||
Accounts payable and accrued expenses | (82,700) | |||||||||||||
Net liabilities - working capital | (20,900) | |||||||||||||
Operating lease obligations | (52,900) | |||||||||||||
Cash receipt from working capital adjustment | $ (4,700) | |||||||||||||
AeroCare Holdings [Member] | Tradenames | ||||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Identifiable intangible assets | $ 68,600 | |||||||||||||
Series Of Individually Immaterial Business Acquisitions Member | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | 18,600 | |||||||||||||
Deferred payments | 1,600 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 100 | |||||||||||||
Accounts receivable | 700 | |||||||||||||
Inventory | 1,500 | |||||||||||||
Equipment and other fixed assets | 6,100 | |||||||||||||
Goodwill | 14,300 | |||||||||||||
Accounts payable and accrued expenses | (700) | |||||||||||||
Net liabilities - working capital | (900) | |||||||||||||
Contingent consideration liability at fair value | 900 | |||||||||||||
Significant Acquisitions In 2020 [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | 790,564 | |||||||||||||
Equity consideration issued in connection with acquisitions | 123,887 | |||||||||||||
Contingent consideration | 27,064 | |||||||||||||
Deferred payments | 33 | |||||||||||||
Total consideration | 941,548 | |||||||||||||
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) | |||||||||||||
Finance lease obligations | (2,206) | |||||||||||||
Net assets acquired | 941,548 | |||||||||||||
Patient Care Solutions (PCS) [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 80,400 | $ 15,000 | ||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Maximum potential contingent consideration | 15,000 | $ 1,000 | ||||||||||||
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) | |||||||||||||
Contingent consideration liability at fair value | $ 14,300 | |||||||||||||
Payment of contingent consideration | 15,000 | |||||||||||||
Advanced Home Care Inc [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 58,500 | |||||||||||||
Maximum potential contingent consideration | 9,000 | 5,000 | ||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Inventory | 2,700 | |||||||||||||
Equipment and other fixed assets | 19,800 | |||||||||||||
Identifiable intangible assets | 600 | |||||||||||||
Goodwill | 41,700 | |||||||||||||
Net liabilities - working capital | $ (1,300) | |||||||||||||
Solara Medical Supplies, LLC [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 380,700 | |||||||||||||
Contingent consideration | $ 1,300 | |||||||||||||
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) | |||||||||||||
Cash receipt from working capital adjustment | (700) | |||||||||||||
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 | ||||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Identifiable intangible assets | 25,700 | |||||||||||||
ActivStyle, Inc. [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 65,500 | |||||||||||||
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 | ||||||||||||||
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 Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
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) | |||||||||||||
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 | ||||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Identifiable intangible assets | $ 1,200 | |||||||||||||
Significant acquisitions in 2019 | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | 63,295 | |||||||||||||
Contingent consideration | 12,625 | |||||||||||||
Seller note | 2,000 | |||||||||||||
Deferred payments | 1,573 | |||||||||||||
Total consideration | 79,493 | |||||||||||||
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 Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 20,800 | |||||||||||||
Seller note | $ 2,000 | |||||||||||||
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 | $ 800 | ||||||||||||
SleepMed | ||||||||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 11,400 | |||||||||||||
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 Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||||||||
Cash | $ 12,500 | |||||||||||||
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 |
Acquisitions - Pro-forma Financ
Acquisitions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pro-forma financial information: | |||
Pro-forma net revenue | $ 2,863,840 | $ 2,650,051 | $ 2,292,523 |
Pro-forma operating income | 266,492 | 229,036 | 128,844 |
Net revenue since acquisition date | 1,005,097,000 | 427,352,000 | 52,711,000 |
Operating income since acquisition date | $ 136,404,000 | $ 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 620,181 | $ 192,417 | |
Less accumulated depreciation | (221,604) | (81,949) | |
Equipment and other fixed assets, net | 398,577 | 110,468 | |
Fully-depreciated assets written off | 71,900 | 62,600 | $ 72,800 |
Depreciation and amortization, including patient equipment depreciation | 211,500 | 76,400 | $ 62,600 |
Patient medical equipment. | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 533,760 | 158,108 | |
Delivery vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 36,213 | 8,211 | |
Property, plant and equipment, other | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 50,208 | $ 26,098 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill and post-closing adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gross carrying amount | |||
Receipt of prior escrow payment | $ (500) | ||
Net carrying amount | |||
Beginning balance | $ 998,810 | $ 266,791 | |
Goodwill from acquisitions | 2,536,566 | 732,019 | |
Net cash receipts relating to prior acquisition | (657) | ||
Increase (reduction) | (22,152) | ||
Ending balance | 3,512,567 | 998,810 | 266,791 |
Additional consideration from adjustment | (657) | ||
Receipt of working capital adjustment from prior year acquisitions | 800 | ||
Receipt of prior escrow payment | $ 500 | ||
Solara Medical Supplies, LLC [Member] | |||
Net carrying amount | |||
Beginning balance | 347,700 | ||
Net cash receipts relating to prior acquisition | 700 | ||
Ending balance | $ 347,700 | ||
Increase to accounts receivable | 28,900 | ||
Increase to accounts payable | 6,300 | ||
Decrease to goodwill from post-closing adjustment | 22,600 | ||
Additional consideration from adjustment | $ 700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 46,500 | $ 6,000 | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
2022 | 39,881 | ||
2023 | 32,513 | ||
2024 | 22,176 | ||
2025 | 21,228 | ||
2026 | 19,163 | ||
Thereafter | 67,270 | ||
Total | 202,231 | 116,061 | |
Impairment of Intangible Assets, Finite-lived | 0 | 0 | |
Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 12,705 | $ 1,793 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years 4 months 24 days | 8 years 9 months 18 days | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Total | $ 99,595 | $ 32,007 | |
Payor contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 11,816 | $ 3,616 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years 7 months 6 days | 9 years 7 months 6 days | |
Weighted-average useful life | 10 years | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Total | $ 70,184 | $ 78,384 | |
Contractual rental agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 26,158 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 9 months 18 days | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Total | $ 28,042 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,890 | $ 630 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 6 months | 4 years 6 months | |
Weighted-average useful life | 5 years | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Total | $ 4,410 | $ 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, 2021 | Dec. 31, 2020 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | $ 14 | $ 5,602 |
Level 1 | Money market accounts | ||
Assets | ||
Total assets measured at fair value | 14 | 5,602 |
Level 2 | ||
Liabilities | ||
Total liabilities measured at fair value | 7,457 | 16,161 |
Level 2 | Interest Rate Swap Short-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 5,098 | 5,941 |
Level 2 | Interest Rate Swap Long-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 2,359 | 10,220 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 78,064 | 217,922 |
Level 3 | Acquisition-related contingent consideration obligations-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 13,500 | 23,941 |
Level 3 | Acquisition-related contingent consideration obligations-long term | ||
Liabilities | ||
Total liabilities measured at fair value | 6,800 | 9,599 |
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 | |
Level 3 | Warrant Liability | ||
Liabilities | ||
Total liabilities measured at fair value | $ 57,764 | $ 113,905 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | $ 33,540 | $ 14,725 |
Additions | 7,800 | 27,064 |
Payments | (20,347) | (4,204) |
Gain | (866) | (4,176) |
Other activity | 173 | 131 |
Contingent consideration liability at end of period | 20,300 | 33,540 |
Other current liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 23,900 | |
Contingent consideration liability at end of period | 13,500 | 23,900 |
Other long-term liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 9,600 | |
Contingent consideration liability at end of period | $ 6,800 | $ 9,600 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Non-financial Assets Measured on Non-recurring Basis (Details) - Nonrecurring - Level 3 - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (annual impairment assessment) | $ 3,512,567 | $ 998,810 |
Finite-lived Intangible Assets, Fair Value Disclosure | $ 202,231 | $ 116,061 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 250,000 | $ 250,000 |
Estimated reclassification to interest expense | 800 | |
Derivatives designated as hedging instruments | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | (7,457) | (16,161) |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other current liabilities | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | (5,098) | (5,941) |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other long-term liabilities | ||
Derivative financial instruments | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (2,359) | $ (10,220) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
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 | $ 2.9 | $ 2.8 | $ 0.9 |
Derivatives in cash flow hedging relationships | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 8.7 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Issuance Costs [Line Items] | ||||
Balance at beginning of period | $ 13,710 | $ 7,853 | ||
Capitalized fees | 29,185 | 13,049 | ||
Amortization | (5,378) | (1,876) | $ (1,312) | |
Write-off due to debt refinancing | $ (2,100) | (4,054) | (5,316) | (2,121) |
Balance at end of period | 33,463 | 13,710 | 7,853 | |
Amortization expense | 5,378 | 1,876 | 1,312 | |
Deferred financing costs expected amortization | ||||
Deferred financing costs | 33,463 | 13,710 | 7,853 | |
2022 | 5,234 | |||
2023 | 5,234 | |||
2024 | 5,234 | |||
2025 | 5,147 | |||
2026 | 3,659 | |||
Thereafter | 8,955 | |||
Interest expense | ||||
Debt Issuance Costs [Line Items] | ||||
Amortization | (5,400) | (1,900) | (1,300) | |
Amortization expense | $ 5,400 | $ 1,900 | $ 1,300 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 248,027 | $ 191,038 |
Employee related accruals | 34,370 | 26,705 |
Accrued interest | 30,103 | 11,062 |
Other | 45,884 | 25,407 |
Accounts payable and accrued expenses | $ 358,384 | $ 254,212 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Debt, Gross | $ 2,235,000 | ||
Unamortized deferred financing fees | (31,448) | $ (12,557) | |
Debt, Net | 2,203,552 | 784,714 | |
Current portion | (20,000) | (8,146) | |
Long-term portion | 2,183,552 | 776,568 | |
Interest expense related to long-term debt agreements | 97,900 | 42,000 | $ 27,800 |
Term Loan 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 785,000 | 248,438 | |
Revolving Credit Loans 2020 | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 55,000 | ||
Revolver Letter Of Credit Sublimit Maturing July 2025. [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 14,900 | ||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 1,450,000 | ||
Senior Notes 6.125 Percent Due 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 350,000 | ||
New Promissory Note | |||
Debt Instrument [Line Items] | |||
Debt, Gross | $ 143,500 | 143,500 | |
Other. | |||
Debt Instrument [Line Items] | |||
Debt, Gross | 333 | ||
Secured term loans | |||
Debt Instrument [Line Items] | |||
Debt, Gross | $ 248,400 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2021 | Jul. 31, 2020 | Nov. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 19, 2021 | Aug. 16, 2021 | Apr. 30, 2021 | Jan. 20, 2021 | Jan. 04, 2021 | Jul. 29, 2020 | |
Debt Instrument [Line Items] | |||||||||||||
Payments of Debt Issuance Costs | $ 9,000 | ||||||||||||
Write-off of deferred financing costs | 2,100 | $ 4,054 | $ 5,316 | $ 2,121 | |||||||||
Proceeds from Lines of Credit | 1,165,000 | 591,275 | 360,500 | ||||||||||
Distributions to members | 250,000 | 250,000 | |||||||||||
Redemption of members' interest | 3,700 | 3,714 | |||||||||||
Repayment of loan | 827,271 | 547,480 | $ 237,572 | ||||||||||
Debt balance outstanding | 2,235,000 | ||||||||||||
Credit Agreement 2021 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payments of Debt Issuance Costs | 7,600 | ||||||||||||
Write-off of deferred financing costs | $ 2,100 | ||||||||||||
Credit Agreement 2021 [Member] | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee (as a percent) | 0.25% | ||||||||||||
Credit Agreement 2021 [Member] | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee (as a percent) | 0.50% | ||||||||||||
Credit Agreement 2021 [Member] | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Rate margin (as a percent) | 1.50% | ||||||||||||
Credit Agreement 2021 [Member] | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Rate margin (as a percent) | 3.25% | ||||||||||||
Revolving Credit Loans 2021 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 450,000 | ||||||||||||
Proceeds from Lines of Credit | $ 365,000 | ||||||||||||
Revolver balance | 0 | ||||||||||||
Remaining maximum borrowings available | 435,100 | ||||||||||||
Letter Of Credit 2021 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 55,000 | ||||||||||||
Term Loan 2021 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 800,000 | ||||||||||||
Debt balance outstanding | 785,000 | 248,438 | |||||||||||
Term Loan 2021 [Member] | First Specified Repayment Period [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Quarterly principal repayments | 5,000 | ||||||||||||
Term Loan 2021 [Member] | Second Specified Repayment Period [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Quarterly principal repayments | 10,000 | ||||||||||||
Credit Agreement 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payments of Debt Issuance Costs | $ 2,700 | ||||||||||||
Repayment of loan | $ 301,900 | ||||||||||||
Revolving Credit Loans 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 200,000 | ||||||||||||
Debt balance outstanding | 55,000 | ||||||||||||
Revolving Credit Loans 2020 | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee (as a percent) | 0.25% | ||||||||||||
Revolving Credit Loans 2020 | 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] | |||||||||||||
Debt balance outstanding | 14,900 | ||||||||||||
Term Loan 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 250,000 | ||||||||||||
Term Loan 2020 | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Rate margin (as a percent) | 2.50% | ||||||||||||
Term Loan 2020 | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Rate margin (as a percent) | 3.75% | ||||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 500,000 | ||||||||||||
Debt balance outstanding | 1,450,000 | ||||||||||||
Debt Interest rate | 4.625% | ||||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 600,000 | ||||||||||||
Debt Interest rate | 5.125% | 5.125% | |||||||||||
Senior Notes 6.125 Percent Due 2028 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 350,000 | ||||||||||||
Debt balance outstanding | 350,000 | ||||||||||||
Debt Interest rate | 6.125% | 6.125% | |||||||||||
New Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Write-off of deferred financing costs | 2,000 | ||||||||||||
Debt balance outstanding | $ 143,500 | 143,500 | |||||||||||
Note payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 100,000 | ||||||||||||
Promissory Note From Members Interest [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 43,500 | ||||||||||||
Other. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance outstanding | 333 | ||||||||||||
Term loan and revolver | |||||||||||||
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] | |||||||||||||
Repayment of loan | $ 246,900 | ||||||||||||
Debt balance outstanding | $ 248,400 | ||||||||||||
Credit facility Interest rate | 1.63% | ||||||||||||
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 - Notes (Details)
Debt - Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 19, 2021 | Jan. 04, 2021 | Jul. 29, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 16, 2021 | Jul. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | $ 2,235,000 | ||||||||||
Write-off of deferred financing costs | $ 2,100 | 4,054 | $ 5,316 | $ 2,121 | |||||||
Proceeds from the issuance of senior unsecured notes | 1,100,000 | 350,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 12,557 | 31,448 | 12,557 | ||||||||
Deferred financing costs | $ 13,710 | 33,463 | 13,710 | 7,853 | |||||||
Loss on extinguishment of debt from prepayment penalty | 16,135 | ||||||||||
Proceeds from issuance of members' interests | 20,000 | ||||||||||
Note payable issued | 2,000 | ||||||||||
Repayments of Long-term Debt | 827,271 | 547,480 | $ 237,572 | ||||||||
Gain (loss) on extinguishment of debt | (16,135) | ||||||||||
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 | ||||||||||
New Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | 143,500 | 143,500 | 143,500 | ||||||||
Write-off of deferred financing costs | 2,000 | ||||||||||
Loss on extinguishment of debt from prepayment penalty | (16,200) | ||||||||||
Gain (loss) on extinguishment of debt | $ 16,200 | ||||||||||
Make-whole premium, as a percent | 10.00% | ||||||||||
Note payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 100,000 | ||||||||||
Interest rate payable in cash | 6.00% | ||||||||||
Interest rate payable in kind | 6.00% | ||||||||||
Note payable | Period starting on the closing date and ending on the seventh anniversary | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Interest rate | 12.00% | ||||||||||
Promissory Note From Members Interest [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 43,500 | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 500,000 | ||||||||||
Debt balance outstanding | $ 1,450,000 | ||||||||||
Debt Interest rate | 4.625% | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||||||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 104.625% | ||||||||||
Deferred financing costs | $ 10,400 | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 102.313% | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 101.156% | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Four | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 600,000 | ||||||||||
Debt Interest rate | 5.125% | 5.125% | |||||||||
Deferred financing costs | $ 11,100 | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | Redemption Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||||||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 105.125% | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | Redemption Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 102.563% | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | Redemption Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 101.281% | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | Redemption Period Four | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||
Senior Notes 6.125 Percent Due 2028 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 350,000 | ||||||||||
Debt balance outstanding | 350,000 | 350,000 | |||||||||
Debt Interest rate | 6.125% | 6.125% | |||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||||||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 106.125% | ||||||||||
Deferred financing costs | $ 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% | ||||||||||
Other. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | $ 333 | $ 333 |
Debt - Maturity of total debt (
Debt - Maturity of total debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 20,000 |
2023 | 35,000 |
2024 | 40,000 |
2025 | 40,000 |
2026 | 650,000 |
Thereafter | 1,450,000 |
Total debt maturity | $ 2,235,000 |
Stockholders' Equity - Business
Stockholders' Equity - Business combination (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2021shares | Nov. 08, 2019USD ($)Vote$ / sharesshares | Jul. 08, 2019shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2021$ / sharesshares | Jul. 28, 2021shares | Jul. 27, 2021shares |
Business Acquisition | |||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | shares | 13,218,758 | 3,480,466 | 13,218,758 | 18,167,547 | 550,000 | 31,936,305 | |||
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 | 125,000 | |||||||
Debt repayment | $ 827,271 | $ 547,480 | $ 237,572 | ||||||
Common stock, shares authorized (in shares) | shares | 250,000,000 | 300,000,000 | 245,000,000 | ||||||
Preferred stock, shares authorized (in shares) | shares | 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 and cash equivalents 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 | ||||||||
Stock, common | |||||||||
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 | 300,000,000 | 210,000,000 | 300,000,000 | |||||
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 | 13,218,758 | 16,659,739 | 550,000 | ||||||
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 | 0 | 35,000,000 | 0 | |||||
Common stock par value | $ / shares | $ 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% |
Stockholders' Equity - Activity
Stockholders' Equity - Activity (Details) | Mar. 18, 2021shares | Jan. 01, 2021USD ($)shares | Nov. 08, 2019USD ($)$ / sharesshares | Jul. 08, 2019USD ($)shares | Jan. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020shares | Jul. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2021$ / sharesshares | Feb. 01, 2021$ / sharesshares | Aug. 04, 2020$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Share Price | $ / shares | $ 18.7175 | |||||||||||||||
Proceeds from sale of stock | $ | $ 265,018,000 | $ 124,999,000 | ||||||||||||||
Net proceeds | $ | 278,850,000 | $ 142,600,000 | ||||||||||||||
Offering costs | $ | $ 13,832,000 | $ 11,725,000 | $ 837,000 | |||||||||||||
Stock exchange ratio | 1 | |||||||||||||||
Exchange of equity interests, in shares | 13,218,758 | 3,480,466 | 13,218,758 | 18,167,547 | 550,000 | 31,936,305 | ||||||||||
Value of shares exchanged | $ | $ 77,900,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from issuance of members' interests | $ | $ 20,000,000 | |||||||||||||||
Debt repayment | $ | $ 827,271,000 | $ 547,480,000 | $ 237,572,000 | |||||||||||||
Preferred stock, shares issued (in shares) | 163,560 | 124,060 | 163,560 | 124,060 | ||||||||||||
Distribution to members | $ | $ 250,000,000 | |||||||||||||||
Secured term loans | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Debt repayment | $ | $ 246,900,000 | |||||||||||||||
Adapt Health Holdings LLC | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Debt repayment | $ | $ 81,500,000 | |||||||||||||||
Adapt Health Holdings LLC | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Percentage of economic and voting interests | 49.00% | |||||||||||||||
DFB Acquisitions Corp | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Percentage of economic and voting interests | 51.00% | |||||||||||||||
Adapt Health Holdings LLC | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Controlling interest, as a percent | 56.00% | |||||||||||||||
Adapt Health Holdings LLC | Shareholders of Adapt Health Holdings LLC | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Noncontrolling interest, as a percent | 44.00% | |||||||||||||||
Stock, common | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 12,500,000 | 12,500,000 | ||||||||||||||
Proceeds from sale of stock | $ | $ 125,000,000 | |||||||||||||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | 2,887,709 | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 15,810,547 | |||||||||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | 3,950,000 | 2,000,000 | ||||||||||||||
Conversion Of Series C-1 Preferred Stock To Class A Common Stock, Shares | 13,047,473 | |||||||||||||||
Class B Common Stock | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Exchange of equity interests, in shares | 13,218,758 | 16,659,739 | 550,000 | |||||||||||||
Series A Preferred Stock | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | 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) | 25,454.55 | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in 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 | 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) | 20,000 | 39,500 | ||||||||||||||
Series B-2 Preferred Stock | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 35,000 | |||||||||||||||
Proceeds from sale of stock | $ | $ 35,000,000 | |||||||||||||||
Conversion of Series B-2 Preferred Stock to Series B-1 Preferred Stock (in shares) | 35,000 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares of common stock received in conversion for each share of preferred stock | 100 | |||||||||||||||
Conversion Of Series C-1 Preferred Stock To Class A Common Stock, Shares | 130,474.73 | |||||||||||||||
Series C Preferred Stock [Member] | AeroCare Holdings [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Preferred stock, shares issued (in shares) | 130,474.73 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Proceeds from sale of stock | $ | 190,000,000 | $ 223,361,000 | ||||||||||||||
Offering costs | $ | $ 1,600,000 | 1,639,000 | ||||||||||||||
Private Placement [Member] | Stock, common | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 10,930,471 | |||||||||||||||
Private Placement [Member] | Series A Preferred Stock | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 39,706 | |||||||||||||||
Public Offering [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 8,450,000 | |||||||||||||||
Share Price | $ / shares | $ 33 | |||||||||||||||
Proceeds from sale of stock | $ | $ 278,900,000 | 132,514,000 | ||||||||||||||
Net proceeds | $ | 265,000,000 | |||||||||||||||
Offering costs | $ | $ 13,800,000 | $ 13,832,000 | $ 10,086,000 | |||||||||||||
Public Offering [Member] | Stock, common | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued | 9,200,000 | |||||||||||||||
Share Price | $ / shares | $ 15.50 | |||||||||||||||
Proceeds from sale of stock | $ | $ 142,600,000 | |||||||||||||||
Offering costs | $ | $ 10,100,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | Aug. 04, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Nov. 08, 2019$ / sharesshares |
Warrants and Rights Note Disclosure [Abstract] | |||||
Warrants outstanding | 4,056,427 | 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 | 224,121 | 6,254,803 | |||
Shares issued in cashless exercise of warrants (in shares) | 118,379 | ||||
Warrant liability, beginning | $ | $ 113,905,000 | $ 27,635,000 | $ 19,985,000 | ||
Change in fair value of warrant liability (note 11) | $ | (53,181,000) | 135,368,000 | 7,650,000 | ||
Reclassification of warrant liability to equity for exercised warrants | $ | (2,960,000) | (49,098,000) | (19,985,000) | ||
Warrant liability, ending | $ | $ 57,764,000 | $ 113,905,000 | 27,635,000 | ||
Warrants exercised for cash, number exercised | 2,131,315 | ||||
Proceeds from the 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 | ||||
Warrants | |||||
Warrants and Rights Note Disclosure [Abstract] | |||||
Reclassification of warrant liability to equity for exercised warrants | $ | $ 0 | ||||
Stock, common | |||||
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 | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 08, 2019 | |
Class of Stock [Line Items] | |||||
Earn-out consideration, shares per annual installment | 1,000,000 | 1,000,000 | |||
Second stock price hurdle (in dollars per share) | $ 18 | $ 15 | |||
Third stock price hurdle (in dollars per share) | $ 22 | ||||
Actual average share price during the period | $ 18 | $ 15 | |||
Earn-out consideration, number of shares issued during the period | 1,000,000 | 1,000,000 | |||
Change in amount of contingent common share liability | |||||
Contingent consideration common shares liability, Beginning balance | $ 70,477 | $ 9,316 | $ 6,833 | ||
Change in fair value of contingent consideration - common shares liability (note 11) | (29,389) | 98,717 | 2,483 | ||
Reclassification of contingent consideration common shares liability to equity | $ (41,088) | (37,556) | |||
Contingent consideration common shares liability, Ending balance | 70,477 | $ 9,316 | |||
Current portion of contingent consideration common shares liability | 36,846 | ||||
Contingent Consideration Liability, Earn-Out, Current | 36,846 | ||||
Contingent consideration common shares liability, less current portion | $ 33,631 | ||||
Remaining contingent consideration (in shares) | 1,000,000 | ||||
Remaining contingent consideration | $ 16,600 | ||||
Stock, common | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Change in amount of contingent common share liability | |||||
Reclassification of contingent consideration common shares liability to equity | $ 24,500 | $ 37,600 | |||
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 - Compensa
Stockholders' Equity - Compensation, options grants and assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted | 703,170 | 47,335 | 3,416,666 | 47,000 | 3,417,000 | ||
Options granted, exercise price | $ 16.25 | $ 11.50 | $ 16.25 | $ 11.50 | |||
Vesting period | 3 years | ||||||
Exercise period | 5 years | ||||||
Options granted, grant date fair value | $ 6,900 | $ 300 | $ 7,200 | ||||
Options forfeited | 914,000 | ||||||
Accelerated vesting cost | $ 2,700 | ||||||
Exercise of stock options (in shares) | 1,447,000 | ||||||
Exercise of stock options | $ 12,320 | ||||||
Former Co-CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options forfeited | 234,390 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise period | 10 years | ||||||
Options forfeited | 679,958 | ||||||
Accelerated vesting, number of shares | 184,932 | ||||||
Accelerated vesting cost | $ 1,900 | ||||||
Expected volatility | 44.50% | 40.70% | 35.90% | ||||
Risk-free interest rate | 0.20% | 0.40% | 1.70% | ||||
Expected term | 4 years | 6 years | 6 years | ||||
Vested (in shares) | 722,222 | 1,154,667 | |||||
2019 Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized for issuance | 10,000,000 | ||||||
Stock available for issuance | 3,314,207 | ||||||
Options granted | 703,000 | 47,000 | 3,417,000 | ||||
Options granted, exercise price | $ 48.72 | $ 16.25 | $ 11.50 | ||||
Options forfeited | 914,000 | ||||||
Expected volatility | 40.00% | ||||||
Risk-free interest rate | 2.00% | ||||||
Expected term | 1 year 6 months | ||||||
Exercise of stock options (in shares) | 1,034,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Apr. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Number of Options | |||||||
Outstanding at beginning of period (in shares) | 3,464,001 | 3,464,001 | 3,417,000 | ||||
Granted (in shares) | 703,170 | 47,335 | 3,416,666 | 47,000 | 3,417,000 | ||
Exercised (in shares) | (1,447,000) | ||||||
Forfeited (in shares) | (914,000) | ||||||
Outstanding at end of period (in shares) | 5,766,000 | 3,464,001 | 3,417,000 | ||||
Weighted-Average Exercise Price per Share | |||||||
Outstanding at beginning of period (in dollars per share) | $ 11.56 | $ 11.56 | $ 11.50 | ||||
Granted (in dollars per share) | $ 16.25 | $ 11.50 | 16.25 | $ 11.50 | |||
Exercised (in dollars per share) | 10.16 | ||||||
Forfeited (in dollars per share) | 11.66 | ||||||
Outstanding at end of period (in dollars per share) | $ 11.26 | $ 11.56 | $ 11.50 | ||||
Weighted Average Remaining Contractual Term | |||||||
Weighted average remaining contractual term (in years) | 6 years 6 months | ||||||
Number of shares issued for options exercised on a cash basis | 1,138,982 | 0 | 0 | ||||
Exercise of stock options | $ 12,320 | ||||||
Options exercised in cashless basis | 307,613 | ||||||
Options exercised cashless basis | 133,126 | ||||||
AeroCare Holdings [Member] | |||||||
Number of Options | |||||||
Granted (in shares) | 3,960,000 | ||||||
Weighted-Average Exercise Price per Share | |||||||
Granted (in dollars per share) | $ 6.24 | ||||||
Stock Options | |||||||
Number of Options | |||||||
Vested (in shares) | (722,222) | (1,154,667) | |||||
Forfeited (in shares) | (679,958) | ||||||
Stock Options | Forecast | |||||||
Weighted Average Remaining Contractual Term | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 722,222 | ||||||
Stock Options Exercisable [Member] | |||||||
Number of Options | |||||||
Outstanding at beginning of period (in shares) | 1,155,000 | 1,155,000 | |||||
Granted (in shares) | 3,960,000 | ||||||
Vested (in shares) | (907,000) | (1,155,000) | |||||
Exercised (in shares) | (1,447,000) | ||||||
Outstanding at end of period (in shares) | 4,575,000 | 1,155,000 | |||||
Weighted-Average Exercise Price per Share | |||||||
Outstanding at beginning of period (in dollars per share) | $ 11.56 | $ 11.56 | |||||
Granted (in dollars per share) | 6.24 | ||||||
Vested (in dollars per share) | (11.50) | $ (11.56) | |||||
Exercised (in dollars per share) | 10.16 | ||||||
Outstanding at end of period (in dollars per share) | $ 7.39 | $ 11.56 | |||||
Weighted Average Remaining Contractual Term | |||||||
Weighted average remaining contractual term (in years) | 6 years 6 months | ||||||
Stock Options Unexercisable | |||||||
Number of Options | |||||||
Outstanding at beginning of period (in shares) | 2,309,000 | 2,309,000 | 3,417,000 | ||||
Granted (in shares) | 703,000 | 47,000 | 3,417,000 | ||||
Vested (in shares) | (907,000) | (1,155,000) | |||||
Forfeited (in shares) | (914,000) | ||||||
Outstanding at end of period (in shares) | 1,191,000 | 2,309,000 | 3,417,000 | ||||
Weighted-Average Exercise Price per Share | |||||||
Outstanding at beginning of period (in dollars per share) | $ 11.56 | $ 11.56 | $ 11.50 | ||||
Granted (in dollars per share) | 48.72 | 16.25 | $ 11.50 | ||||
Vested (in dollars per share) | 11.50 | 11.56 | |||||
Forfeited (in dollars per share) | 11.66 | ||||||
Outstanding at end of period (in dollars per share) | $ 26.15 | $ 11.56 | $ 11.50 | ||||
Weighted Average Remaining Contractual Term | |||||||
Weighted average remaining contractual term (in years) | 6 years 4 months 24 days | ||||||
2019 Incentive Plan | |||||||
Number of Options | |||||||
Outstanding at beginning of period (in shares) | 3,464,000 | 3,464,000 | 3,417,000 | ||||
Granted (in shares) | 703,000 | 47,000 | 3,417,000 | ||||
Exercised (in shares) | (1,034,000) | ||||||
Forfeited (in shares) | (914,000) | ||||||
Outstanding at end of period (in shares) | 2,219,000 | 3,464,000 | 3,417,000 | ||||
Weighted-Average Grant Date Fair Value per Share | |||||||
Outstanding at beginning of period (in dollars per share) | $ 2.18 | $ 2.18 | $ 2.12 | ||||
Granted (in dollars per share) | 9.81 | 6.34 | $ 2.12 | ||||
Exercised (in dollars per share) | 2.19 | ||||||
Forfeited (in dollars per share) | 2.27 | ||||||
Outstanding at end of period (in dollars per share) | 3.75 | 2.18 | 2.12 | ||||
Weighted-Average Exercise Price per Share | |||||||
Outstanding at beginning of period (in dollars per share) | $ 11.56 | 11.56 | 11.50 | ||||
Granted (in dollars per share) | 48.72 | 16.25 | 11.50 | ||||
Exercised (in dollars per share) | 11.57 | ||||||
Forfeited (in dollars per share) | 11.66 | ||||||
Outstanding at end of period (in dollars per share) | $ 19.36 | $ 11.56 | $ 11.50 | ||||
Weighted Average Remaining Contractual Term | |||||||
Weighted average remaining contractual term (in years) | 7 years 1 month 6 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | 26 Months Ended | |||
Jan. 31, 2021 | Nov. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Equity-based compensation expense | $ 25.3 | $ 18.7 | $ 11.1 | |||
Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 1,354,000 | 2,120,000 | 901,000 | |||
Vesting accelerated, shares | 22,192 | 22,192 | ||||
Equity-based compensation expense | $ 0.5 | |||||
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 | 2,248,000 | 2,248,000 | 901,000 | |||
Granted, shares | 1,354,000 | 2,120,000 | 901,000 | |||
Vested, shares | (556,000) | (541,000) | ||||
Forfeited, shares | (851,000) | (232,000) | (77,808) | |||
Non-vested balance at end of period | 2,195,000 | 2,248,000 | 901,000 | 2,195,000 | ||
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 | $ 15.60 | $ 15.60 | $ 5.83 | |||
Granted, grant date fair value | 28.92 | 18.60 | $ 5.83 | |||
Vested, grant date fair value | 14.03 | 10.78 | ||||
Forfeited, grant date fair value | 17.64 | 15.97 | ||||
Non-vested, grant date fair value at end of period | $ 19.58 | $ 15.60 | $ 5.83 | $ 19.58 | ||
Unvested restricted stock | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 491,250 | 1,266,846 | ||||
Vesting period | 4 years | |||||
Grant date fair value | $ 4 | $ 37.1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 491,250 | 1,266,846 | ||||
Unvested restricted stock | Various Employees Non Employee Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 87,500 | |||||
Vesting period | 1 year | |||||
Grant date fair value | $ 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 87,500 | |||||
Unvested 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 | |||||
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) | |||||
Unvested 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 | |||||
Unvested restricted stock | Minimum | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Unvested restricted stock | Maximum | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vesting based on service (continued employment) | Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 2,082,604 | |||||
Grant date fair value | $ 38.7 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 2,082,604 | |||||
Vesting based on service (continued employment) | Unvested 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) | Unvested restricted stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Vesting based on service (continued employment) | Unvested restricted stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vesting based on performance | Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $ 0.8 | |||||
Vesting based on performance | Unvested 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 | |||||
Vesting based on market condition | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 37,198 | |||||
Vesting period | 1 year | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 37,198 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive units (Details) - USD ($) $ in Millions | Nov. 08, 2019 | Jan. 31, 2021 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equitybased Compensation | |||||||
Vesting period | 3 years | ||||||
Equity-based compensation expense | $ 25.3 | $ 18.7 | $ 11.1 | ||||
Accelerated vesting cost | 2.7 | ||||||
2019 Incentive Plan | |||||||
Equitybased Compensation | |||||||
Discount for lack of marketability | 25.00% | ||||||
Grant date fair value | $ 4.5 | ||||||
2018 Incentive Plan | |||||||
Equitybased Compensation | |||||||
Grant date fair value | $ 5.3 | ||||||
Incentive units | |||||||
Equitybased Compensation | |||||||
Equity-based compensation expense | $ 1.5 | ||||||
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 - Other ac
Stockholders' Equity - Other activity (Details) - USD ($) $ in Millions | Nov. 08, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 25.3 | $ 18.7 | $ 11.1 | |
Retention Program Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 70,634 | 57,069 | 36,480 | |
Equity-based compensation expense | $ 3.2 | $ 2.4 | $ 1.1 | $ 0.3 |
Stockholders' Equity - Equity-b
Stockholders' Equity - Equity-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 25,300 | $ 18,700 | $ 11,100 |
Excess tax benefits associated with equity-based compensation | 4,600 | 2,100 | 0 |
Award modification cost | $ 2,200 | ||
Unrecognized compensation expense | $ 39,600 | ||
Recognition period | 2 years | ||
General and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 18,000 | 10,800 | |
Cost of Sales [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 7,300 | $ 7,900 | |
2019 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock available for issuance | 3,314,207 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income (Loss) Attributable to Parent [Abstract] | |||
Net income (loss) attributable to AdaptHealth Corp. | $ 156,175 | $ (161,632) | $ (21,341) |
Less: Earnings allocated to participating securities (1) | 14,379 | ||
Net income (loss) for basic EPS | 141,796 | (161,632) | (21,341) |
Change in fair value of warrant liability | (53,181) | 135,368 | 7,650 |
Net income (loss) for diluted EPS | $ 88,615 | $ (161,632) | $ (21,341) |
Denominator: | |||
Basic weighted-average common shares outstanding | 126,306,000 | 52,488,000 | 22,557,000 |
Add: Warrants (2) | 2,377,000 | ||
Add: Stock options | 3,782,000 | ||
Add: Unvested restricted stock | 569,000 | ||
Diluted weighted average common shares outstanding | 133,034,000 | 52,488,000 | 22,557,000 |
Basic net income (loss) per share | $ 1.12 | $ (3.08) | $ (0.95) |
Diluted net income (loss) per share | $ 0.67 | $ (3.08) | $ (0.95) |
Anti-dilutive securities excluded (in shares) | 12,808,000 | 16,177,000 | 226,000 |
Anti-dilutive securities excluded diluted net income per share (in shares) | 1,000,000 | ||
Preferred Stock | |||
Denominator: | |||
Anti-dilutive securities excluded (in shares) | 12,808,000 | 10,077,000 | |
Warrants | |||
Denominator: | |||
Anti-dilutive securities excluded (in shares) | 1,902,000 | ||
Stock Options | |||
Denominator: | |||
Anti-dilutive securities excluded (in shares) | 1,539,000 | ||
Unvested restricted stock | |||
Denominator: | |||
Anti-dilutive securities excluded (in shares) | 659,000 | 226,000 | |
Contingent Consideration Common Shares | |||
Denominator: | |||
Anti-dilutive securities excluded (in shares) | 2,000,000 |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating Lease, Right-of-Use Asset | $ 147,760 | |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 17,410 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | |
Right of use assets, total | $ 165,170 | |
Operating Lease, Liability, Current | 31,418 | |
Operating Lease, Liability, Noncurrent | 120,180 | |
Operating Lease, Liability, Total | 151,598 | |
Finance Lease, Liability, Current | 15,446 | $ 22,282 |
Finance Lease, Liability, Noncurrent | 132 | |
Finance lease liability, total | $ 15,578 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Leases - Cost (Details)
Leases - Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases | |
Operating Lease, Cost | $ 37,043 |
Finance Lease, Right-of-Use Asset, Amortization | 33,689 |
Short-term Lease, Cost | 19,905 |
Variable Lease, Cost | 14,030 |
Sublease Income | $ 1,239 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 36,216 |
2023 | 31,011 |
2024 | 25,701 |
2025 | 21,419 |
2026 | 14,558 |
Thereafter | 45,267 |
Operating leases, total payments | 174,172 |
Less: amount representing interest | (22,574) |
Operating Lease, Liability | $ 151,598 |
Leases - Finance Lease Maturity
Leases - Finance Lease Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 15,505 |
2023 | 145 |
Finance leases, total payments | 15,650 |
Less: amount representing interest | (72) |
Finance lease liability, total | $ 15,578 |
Lease - Operating preadoption (
Lease - Operating preadoption (Details)Prior to Adoption of Topic 842 $ in Thousands | Dec. 31, 2020USD ($) |
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 |
Total minimum payments required (a) | 75,745 |
Minimum sublease rentals | $ 1,900 |
Leases - Wtd Average and Cashfl
Leases - Wtd Average and Cashflow info (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 8 months 12 days | ||
Finance Lease, Weighted Average Remaining Lease Term | 1 year | ||
Operating Lease, Weighted Average Discount Rate, Percent | 3.80% | ||
Operating Lease, Payments | $ 36,510 | ||
Finance Lease, Principal Payments | 42,164 | $ 39,051 | $ 37,271 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 91,420 | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 22,959 |
Retirement Plans (Details)
Retirement Plans (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Retirement Plans | ||
Number of plans administered by others | item | 2 | |
Matching or profit sharing expense | $ | $ 2.9 | $ 1.5 |
Self Insured Plans (Details)
Self Insured Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Self Insured Plans | |||
Stop-loss threshold | $ 225,000 | $ 175,000 | $ 175,000 |
Liability for self-insurance reserves | $ 11,700,000 | $ 3,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | |
May 31, 2018item | Dec. 31, 2021USD ($) | |
Commitments and Contingencies. | ||
Accrual related to lawsuits, claims, investigations and proceedings | $ | $ 5.1 | |
Number of subsidiaries | item | 1 | |
Agreement Term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Nov. 09, 2019USD ($) | Dec. 31, 2015 | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||
Number of executives | item | 1 | |||||
Forgiveness of employee loan | $ 965 | |||||
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 | |||||
Third Party Payor | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenue related party | 1.00% | 1.00% | 1.00% | |||
Vendor two | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest, as a percent | 1.00% | |||||
Expense for related party | $ 4,900 | $ 2,600 | $ 2,000 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 2,356 | $ 5,608 | $ (961) |
State | 8,070 | 3,538 | 1,222 |
Current income tax (benefit) expense | 10,426 | 9,146 | 261 |
Deferred: | |||
Federal | 22,891 | (16,587) | 371 |
State | (511) | (4,514) | 107 |
Deferred income tax (benefit) expense | 22,380 | (21,101) | 478 |
Total income tax (benefit) expense | $ 32,806 | $ (11,955) | $ 739 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Federal tax at statutory rate | 21.00% | 21.00% | 21.00% |
Nontaxable income | (25.20%) | ||
State income taxes, net of federal benefit | 3.10% | 4.70% | (3.30%) |
Equity-based compensation | 1.90% | ||
Change in valuation allowance | 0.10% | (0.40%) | 3.50% |
Change in fair value of warrant liability | 5.90% | 17.10% | 9.10% |
Change in fair value of contingent consideration | (1.20%) | (4.40%) | (1.10%) |
Deferred adjustments | 0.30% | 1.70% | 9.80% |
Other | 1.70% | 0.30% | 1.00% |
Effective income tax rate | 17.20% | 5.80% | (3.40%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Accounts receivable | $ 51,115 | $ 4,276 |
Goodwill | 291,331 | 3,920 |
Investment in Partnership | 4,218 | 178,978 |
Inventory | 561 | 24 |
Accruals | 6,845 | 693 |
Net operating losses and credits | 32,926 | 12,454 |
Start-up / organizational costs | 7,580 | 475 |
Contract liabilities | 3,041 | 255 |
Equity based compensation | 3,801 | 558 |
Excess business interest expense | 563 | |
Lease liability | 40,683 | |
Contingent consideration | 3,541 | 9,978 |
Capital losses | 817 | 813 |
Total deferred income tax assets | 446,459 | 212,987 |
Valuation Allowance | (1,812) | (1,536) |
Net deferred income tax assets | 444,647 | 211,451 |
Deferred income tax liabilities: | ||
Right-of-use assets | (39,760) | |
Equipment and other fixed assets | (100,694) | (3,052) |
Total deferred income tax liabilities | (140,454) | (3,052) |
Noncurrent net deferred income tax assets | $ 304,193 | $ 208,399 |
Income Taxes - NOLs, Unrecogniz
Income Taxes - NOLs, Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | |
Income Tax Contingency [Line Items] | |||
NOLs expected to expire | $ 3,400 | ||
NOLs not subject to expiration | 134,400 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning Balance | 1,947 | ||
Additions for tax positions acquired | 2,100 | $ 1,947 | |
Unrecognized Tax Benefits, Ending Balance | 4,047 | 1,947 | |
Accrued liability for interest and penalties | 900 | 900 | |
Pinnacle Medical Solutions, Inc. [Member] | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Additions for tax positions acquired | 4,000 | ||
AeroCare Holdings [Member] | |||
Income Tax Contingency [Line Items] | |||
NOLs expected to expire | 1,800 | ||
Capital Loss Carryforward [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax Credit Carryforward, Amount | 2,800 | ||
Federal | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 139,600 | 49,600 | |
Federal | Pinnacle Medical Solutions, Inc. [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 3,900 | ||
Federal | AeroCare Holdings [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 111,800 | ||
State and local | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 85,700 | $ 29,400 |
Income Taxes - TRA, etc. (Detai
Income Taxes - TRA, etc. (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Nov. 08, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Income Taxes | ||||||
Income Tax Expense (Benefit) | $ 32,806 | $ (11,955) | $ 739 | |||
Unrecognized tax benefits | 4,047 | 1,947 | $ 4,047 | |||
Increase in tax basis step-up, goodwill | $ 33,600 | 537,900 | 485,700 | $ 6,000 | $ 1,029,600 | |
Tax Receivable Agreement, payout percentage | 85.00% | |||||
Increase in liability due to additional exchanges | 146,500 | 140,400 | ||||
Increase in deferred tax asset | 164,100 | 165,200 | ||||
Liability related to TRA | $ 300,300 | $ 152,000 | ||||
Exchange of equity interests, in shares | 13,218,758 | 3,480,466 | 13,218,758 | 18,167,547 | 550,000 | 31,936,305 |
Federal | ||||||
Income Taxes | ||||||
Operating loss carryforwards | $ 139,600 | $ 49,600 | $ 139,600 | |||
State and local | ||||||
Income Taxes | ||||||
Operating loss carryforwards | $ 85,700 | $ 29,400 | $ 85,700 |