Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
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 $0.0001 per share | |
Trading Symbol | AHCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 134,502,471 | |
Entity Central Index Key | 0001725255 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 118,809 | $ 149,627 |
Accounts receivable | 355,345 | 359,896 |
Inventory | 102,675 | 123,095 |
Prepaid and other current assets | 28,387 | 37,440 |
Total current assets | 605,216 | 670,058 |
Equipment and other fixed assets, net | 454,773 | 398,577 |
Operating lease right-of-use assets | 135,748 | 147,760 |
Goodwill | 3,515,612 | 3,512,567 |
Identifiable intangible assets, net | 182,771 | 202,231 |
Other assets | 15,674 | 15,098 |
Deferred tax assets | 292,218 | 304,193 |
Total Assets | 5,202,012 | 5,250,484 |
Current liabilities: | ||
Accounts payable and accrued expenses | 314,973 | 358,384 |
Current portion of finance lease obligations | 4,347 | 15,446 |
Current portion of operating lease obligations | 29,597 | 31,418 |
Current portion of long-term debt | 25,000 | 20,000 |
Contract liabilities | 31,411 | 31,370 |
Other liabilities | 30,128 | 43,194 |
Total current liabilities | 435,456 | 499,812 |
Long-term debt, less current portion | 2,170,909 | 2,183,552 |
Operating lease obligations, less current portion | 110,093 | 120,180 |
Other long-term liabilities | 309,101 | 322,487 |
Warrant liability | 38,760 | 57,764 |
Total Liabilities | 3,064,319 | 3,183,795 |
Commitments and contingencies (note 14) | ||
Stockholders' Equity: | ||
Common Stock, par value of $0.0001 per share, 300,000,000 shares authorized; 134,424,608 and 133,843,732 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 13 | 13 |
Preferred Stock, par value of $0.0001 per share, 5,000,000 shares authorized; 124,060 and 124,060 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 1 | 1 |
Treasury stock, at cost (199,418 shares ) | (3,375) | |
Additional paid-in capital | 2,118,578 | 2,107,267 |
Retained earnings (Accumulated deficit) | 12,761 | (43,021) |
Accumulated other comprehensive income (loss) | 5,237 | (2,354) |
Total stockholders' equity attributable to AdaptHealth Corp. | 2,133,215 | 2,061,906 |
Noncontrolling interests in subsidiaries | 4,478 | 4,783 |
Total Stockholders' Equity | 2,137,693 | 2,066,689 |
Total Liabilities and Stockholders' Equity | $ 5,202,012 | $ 5,250,484 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 134,424,608 | 133,843,732 |
Common stock, shares outstanding (in shares) | 134,245,536 | 133,843,732 |
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 | 124,060 |
Preferred stock, shares outstanding (in shares) | 124,060 | 124,060 |
Treasury stock, at cost (in shares) | 199,418 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Net revenue | $ 727,614 | $ 617,017 | $ 1,433,817 | $ 1,099,136 |
Revenue, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
Costs and expenses: | ||||
Cost of net revenue | $ 610,011 | $ 490,720 | $ 1,207,133 | $ 887,418 |
Cost, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
General and administrative expenses | $ 42,548 | $ 42,946 | $ 83,992 | $ 99,578 |
Depreciation and amortization, excluding patient equipment depreciation | 15,877 | 17,944 | 31,962 | 31,324 |
Total costs and expenses | 668,436 | 551,610 | 1,323,087 | 1,018,320 |
Operating income | 59,178 | 65,407 | 110,730 | 80,816 |
Interest expense, net | 25,608 | 23,147 | 50,384 | 45,332 |
Change in fair value of warrant liability (note 10) | 8,208 | (37,454) | (18,509) | (40,622) |
Change in fair value of contingent consideration common shares liability (note 10) | (22,079) | (24,044) | ||
Loss on extinguishment of debt | 7,736 | 11,949 | ||
Other loss, net | 1,262 | 1,669 | 6,922 | 1,150 |
Income before income taxes | 24,100 | 92,388 | 71,933 | 87,051 |
Income tax expense | 8,853 | 12,330 | 14,456 | 10,635 |
Net income | 15,247 | 80,058 | 57,477 | 76,416 |
Income attributable to noncontrolling interest | 1,215 | 951 | 1,695 | 1,275 |
Net income attributable to AdaptHealth Corp. | $ 14,032 | $ 79,107 | $ 55,782 | $ 75,141 |
Weighted average common shares outstanding | ||||
Basic | 134,332 | 129,664 | 134,178 | 120,438 |
Diluted | 137,015 | 136,582 | 138,335 | 127,720 |
Net income per common share: | ||||
Basic | $ 0.10 | $ 0.56 | $ 0.38 | $ 0.56 |
Diluted | $ 0.09 | $ 0.12 | $ 0.24 | $ 0.06 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 15,247 | $ 80,058 | $ 57,477 | $ 76,416 |
Other comprehensive income: | ||||
Interest rate swap agreements, inclusive of reclassification adjustment | 1,593 | 664 | 7,591 | 2,540 |
Comprehensive income | 16,840 | 80,722 | 65,068 | 78,956 |
Income attributable to noncontrolling interest | 1,215 | 951 | 1,695 | 1,275 |
Comprehensive income attributable to AdaptHealth Corp. | $ 15,625 | $ 79,771 | $ 63,373 | $ 77,681 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Class A Common Stock Common Stock | Class A Common Stock Additional paid-in capital | Class A Common Stock | Class B Common Stock Common Stock | Series C Preferred Stock Preferred Stock | Series C Preferred Stock Additional paid-in capital | Series C Preferred Stock | Common Stock | Preferred Stock | Treasury Stock | Additional paid-in capital | Retained Earnings (Accumulated Deficit). | Accumulated other comprehensive income (loss) | Noncontrolling interests in subsidiaries | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | $ 558,486 | $ (199,196) | $ (4,411) | $ (74,044) | $ 280,845 | |||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Issuance of stock for acquisitions | $ 2 | $ 564,986 | $ 564,988 | $ 523,856 | $ 523,856 | ||||||||||
Issuance of stock for acquisitions (in shares) | 14,092,000 | 130,000 | |||||||||||||
Issuance of stock options for acquisition | 134,683 | 134,683 | |||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | $ 1 | $ (1) | (77,919) | 77,919 | |||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 13,219,000 | (13,219,000) | |||||||||||||
Equity-based compensation | 8,582 | 8,582 | |||||||||||||
Equity-based compensation (in shares) | 172,000 | ||||||||||||||
Cashless exercise of options (in shares) | 9,000 | ||||||||||||||
Sale of stock, net of offering costs | $ 1 | 265,017 | 265,018 | ||||||||||||
Sale of stock (in shares) | 8,450,000 | ||||||||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | 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 | 314 | 314 | |||||||||||||
Common Stock issued in connection with employee stock purchase plan (in shares) | 8,000 | ||||||||||||||
Net income | (3,966) | 324 | (3,642) | ||||||||||||
Equity activity resulting from Tax Receivable Agreement | 16,768 | 16,768 | |||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 1,876 | 1,876 | |||||||||||||
Other | (810) | (810) | |||||||||||||
Other (in shares) | (19,000) | ||||||||||||||
Balance at end of period at Mar. 31, 2021 | $ 13 | $ 1 | 1,993,962 | (203,162) | (2,535) | 4,199 | 1,792,478 | ||||||||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 129,386,000 | 124,000 | |||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | 558,486 | (199,196) | (4,411) | (74,044) | 280,845 | |||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 3,950,000 | ||||||||||||||
Net income | 76,416 | ||||||||||||||
Balance at end of period at Jun. 30, 2021 | $ 13 | $ 1 | 2,015,875 | (124,055) | (1,871) | 4,080 | 1,894,043 | ||||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 130,064,000 | 124,000 | |||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | 558,486 | (199,196) | (4,411) | (74,044) | $ 280,845 | |||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares (in shares) | 1,000,000 | ||||||||||||||
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 | |||||||||||||
Balance at beginning of period at Mar. 31, 2021 | $ 13 | $ 1 | 1,993,962 | (203,162) | (2,535) | 4,199 | 1,792,478 | ||||||||
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 129,386,000 | 124,000 | |||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Issuance of stock for acquisitions | 12,166 | 12,166 | |||||||||||||
Issuance of stock for acquisitions (in shares) | 441,000 | ||||||||||||||
Equity-based compensation | 7,447 | 7,447 | |||||||||||||
Equity-based compensation (in shares) | 37,000 | ||||||||||||||
Exercise of stock options | 2,300 | 2,300 | |||||||||||||
Exercise of stock options (in shares) | 200,000 | ||||||||||||||
Distributions to noncontrolling interest | (1,070) | (1,070) | |||||||||||||
Net income | 79,107 | 951 | 80,058 | ||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 664 | 664 | |||||||||||||
Balance at end of period at Jun. 30, 2021 | $ 13 | $ 1 | 2,015,875 | (124,055) | (1,871) | 4,080 | 1,894,043 | ||||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 130,064,000 | 124,000 | |||||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 13 | $ 1 | 2,107,267 | (43,021) | (2,354) | 4,783 | 2,066,689 | ||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 133,844,000 | 124,000 | |||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Equity-based compensation | 5,502 | 5,502 | |||||||||||||
Equity-based compensation (in shares) | 187,000 | ||||||||||||||
Exercise of stock options | 723 | 723 | |||||||||||||
Exercise of stock options (in shares) | 184,000 | ||||||||||||||
Payments for tax withholdings from restricted stock vesting and stock option exercises | (1,269) | (1,269) | |||||||||||||
Common Stock issued in connection with employee stock purchase plan | 753 | 753 | |||||||||||||
Common Stock issued in connection with employee stock purchase plan (in shares) | 31,000 | ||||||||||||||
Net income | 41,750 | 480 | 42,230 | ||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 5,998 | 5,998 | |||||||||||||
Balance at end of period at Mar. 31, 2022 | $ 13 | $ 1 | 2,112,976 | (1,271) | 3,644 | 5,263 | 2,120,626 | ||||||||
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 134,246,000 | 124,000 | |||||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 13 | $ 1 | 2,107,267 | (43,021) | (2,354) | 4,783 | $ 2,066,689 | ||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 133,844,000 | 124,000 | |||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Cashless exercise of options (in shares) | 258,352 | ||||||||||||||
Exercise of stock options | $ 700 | ||||||||||||||
Exercise of stock options (in shares) | 374,000 | ||||||||||||||
Warrant liability adjustment | $ 495 | ||||||||||||||
Net income | 57,477 | ||||||||||||||
Balance at end of period at Jun. 30, 2022 | $ 13 | $ 1 | $ (3,375) | 2,118,578 | 12,761 | 5,237 | 4,478 | 2,137,693 | |||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 134,425,000 | 124,000 | 199,000 | ||||||||||||
Balance at beginning of period at Mar. 31, 2022 | $ 13 | $ 1 | 2,112,976 | (1,271) | 3,644 | 5,263 | 2,120,626 | ||||||||
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 134,246,000 | 124,000 | |||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||
Equity-based compensation | 5,720 | $ 5,720 | |||||||||||||
Equity-based compensation (in shares) | 117,000 | ||||||||||||||
Cashless exercise of options (in shares) | 43,000 | 90,632 | |||||||||||||
Payments for tax withholdings from restricted stock vesting and stock option exercises | (613) | $ (613) | |||||||||||||
Shares purchased under share repurchase program | $ (3,375) | (3,375) | |||||||||||||
Number of shares purchased under repurchase program | 199,418 | ||||||||||||||
Distributions to noncontrolling interest | (2,000) | (2,000) | |||||||||||||
Warrant liability adjustment | 495 | 495 | |||||||||||||
Reclassification of warrant liability to equity for exercised warrants (in shares) | 19,000 | ||||||||||||||
Net income | 14,032 | 1,215 | 15,247 | ||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 1,593 | 1,593 | |||||||||||||
Balance at end of period at Jun. 30, 2022 | $ 13 | $ 1 | $ (3,375) | $ 2,118,578 | $ 12,761 | $ 5,237 | $ 4,478 | $ 2,137,693 | |||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 134,425,000 | 124,000 | 199,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Offering costs | $ 13,832 | ||
Public Offering [Member] | |||
Offering costs | $ 13,800 | $ 13,832 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 57,477 | $ 76,416 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, including patient equipment depreciation | 156,504 | 110,999 |
Equity-based compensation | 11,222 | 16,029 |
Change in fair value of warrant liability | (18,509) | (40,622) |
Change in fair value of contingent consideration common shares liability | (24,044) | |
Reduction in the carrying amount of operating lease right-of-use assets | 9,530 | 15,368 |
Deferred income tax expense | 11,975 | 6,544 |
Change in fair value of interest rate swaps, net of reclassification adjustment | (1,460) | (1,443) |
Amortization of deferred financing costs | 2,617 | 2,306 |
Write-off of deferred financing costs | 3,495 | |
Loss on extinguishment of debt from prepayment penalty | 8,454 | |
Other | (2,262) | 428 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | 7,027 | (4,608) |
Inventory | 18,807 | 15,841 |
Prepaid and other assets | 10,406 | 8,678 |
Operating lease obligations | (9,452) | (15,016) |
Operating liabilities | (83,958) | (31,201) |
Net cash provided by operating activities | 169,924 | 147,624 |
Cash flows from investing activities: | ||
Payments for business acquisitions, net of cash acquired | (15,324) | (1,292,631) |
Purchases of equipment and other fixed assets | (154,340) | (79,396) |
Payments for cost method investments | (367) | |
Net cash used in investing activities | (170,031) | (1,372,027) |
Cash flows from financing activities: | ||
Proceeds from borrowings on long-term debt and lines of credit | 1,070,000 | |
Repayments on long-term debt and lines of credit | (10,000) | (470,521) |
Repayments of finance lease obligations | (12,547) | (19,767) |
Payments for shares purchased under share repurchase program | (3,375) | |
Proceeds from the exercise of stock options | 723 | 2,300 |
Proceeds received in connection with employee stock purchase plan | 753 | 314 |
Proceeds from the issuance of senior unsecured notes | 500,000 | |
Proceeds from the issuance of Class A Common Stock | 278,850 | |
Payments for equity issuance costs | (13,832) | |
Payments of deferred financing costs | (18,039) | |
Payments for tax withholdings from restricted stock vesting and stock option exercises | (1,882) | (810) |
Payments of contingent consideration and deferred purchase price from acquisitions | (2,383) | (16,341) |
Distributions to noncontrolling interests | (2,000) | (1,070) |
Payments for debt prepayment penalties | (8,454) | |
Net cash (used in) provided by financing activities | (30,711) | 1,302,630 |
Net (decrease) increase in cash and cash equivalents | (30,818) | 78,227 |
Cash and cash equivalents at beginning of period | 149,627 | 99,962 |
Cash and cash equivalents at end of period | 118,809 | 178,189 |
Supplemental disclosures: | ||
Cash paid for interest | 50,503 | 30,382 |
Cash paid for income taxes | 9,828 | 13,756 |
Noncash investing and financing activities: | ||
Equipment acquired under finance lease obligations | 1,335 | 18,644 |
Unpaid equipment and other fixed asset purchases at end of period | 37,704 | 20,114 |
Assets subject to operating lease obligations | 4,582 | 16,710 |
Operating lease obligations | (4,582) | (16,710) |
Equity consideration issued in connection with acquisitions | 1,235,693 | |
Contingent purchase price in connection with acquisitions | 1,000 | |
Deferred purchase price in connection with acquisitions | $ 422 | $ 983 |
General Information
General Information | 6 Months Ended |
Jun. 30, 2022 | |
General Information | |
General Information | (1) General Information AdaptHealth Corp. and subsidiaries (AdaptHealth or the Company), a Delaware Corporation, 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. The interim consolidated financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results for a full year. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. (a) Basis of Presentation The interim 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 interim consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. (b) Basis of Consolidation The accompanying interim 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) 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. (d) 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. (e) 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 triggering events potentially warranting an interim goodwill impairment assessment 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. 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 Goodwill and Identifiable Intangible Assets (f) 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. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining useful lives of its long-lived assets. The following table summarizes the useful lives of the Company’s 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 three and six months ended June 30, 2022 and 2021. (g) 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. (h) Accounting for Leases The Company adopted FASB Accounting Standards Update (ASU) No. 2016-02, Leases 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. (i) Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures. (j) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) |
Revenue Recognition and Account
Revenue Recognition and Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition and Accounts Receivable | |
Revenue Recognition and Accounts Receivable | (2) Revenue Recognition and Accounts Receivable 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. 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), home 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 home 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 three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Insurance $ 436,179 $ 371,869 $ 857,069 $ 661,879 Government 196,338 177,323 377,988 311,053 Patient pay 95,097 67,825 198,760 126,204 Net revenue $ 727,614 $ 617,017 $ 1,433,817 $ 1,099,136 The composition of net revenue by core service lines for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales revenue: Sleep $ 194,693 $ 163,331 $ 387,028 $ 292,013 Diabetes 162,259 123,314 313,618 218,331 Supplies to the home 43,881 42,675 83,746 84,038 Respiratory 7,891 13,154 16,036 18,775 HME 31,102 30,360 61,953 54,516 Other 52,828 27,763 106,228 50,189 Total net sales revenue $ 492,654 $ 400,597 $ 968,609 $ 717,862 Net revenue from fixed monthly equipment reimbursements: Sleep $ 65,661 $ 66,335 $ 123,599 $ 114,444 Diabetes 4,034 3,216 7,980 6,069 Respiratory 128,865 111,528 261,445 194,982 HME 25,547 24,431 51,272 44,811 Other 10,853 10,910 20,912 20,968 Total net revenue from fixed monthly equipment reimbursements $ 234,960 $ 216,420 $ 465,208 $ 381,274 Total net revenue: Sleep $ 260,354 $ 229,666 $ 510,627 $ 406,457 Diabetes 166,293 126,530 321,598 224,400 Supplies to the home 43,881 42,675 83,746 84,038 Respiratory 136,756 124,682 277,481 213,757 HME 56,649 54,791 113,225 99,327 Other 63,681 38,673 127,140 71,157 Total net revenue $ 727,614 $ 617,017 $ 1,433,817 $ 1,099,136 In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, the Company increased its cash liquidity by, among other things, seeking recoupable advance payments of $45.8 million made available by the Centers for Medicare & Medicaid Services (CMS) under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) legislation, which was received in April 2020. In addition, in connection with an acquisition completed in July 2020, the Company assumed a liability of $3.7 million relating to CMS recoupable advance payments received by the acquired company prior to the date of acquisition. The recoupment of the advance payments by CMS began in April 2021 and is being applied to services provided and revenue recognized during the period in which the recoupment occurs, and will impact the Company’s cash receipts for services provided until such time all amounts have been recouped. During the three and six months ended June 30, 2022, CMS recouped $3.9 million and $9.1 million, respectively, of the advance payments. During the three months ended June 30, 2021, CMS recouped $15.9 million of the advance payments. As of June 30, 2022, the remaining amount of the CMS advance payments that had not yet been recouped was $3.7 million, which is included in other current liabilities in the consolidated balance sheets. The Company expects this amount to be fully recouped or repaid to CMS during the remainder of 2022. 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 June 30, 2022 and December 31, 2021, the Company’s unbilled accounts receivable was $22.4 million and $23.8 million, respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Acquisitions | |
Acquisitions | (3) Acquisitions During the six months ended June 30, 2022 and 2021, 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 Six Months Ended June 30, 2022 During the six months ended June 30, 2022, the Company acquired 100% of the equity interests of two providers of HME and acquired certain assets of the home medical equipment businesses of four providers of HME. The following table summarizes the consideration paid at closing for all acquisitions during the six months ended June 30, 2022 (in thousands): Cash $ 16,377 Deferred payments 422 Total $ 16,799 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 the remainder of 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 2022 was allocated as follows (in thousands): Cash $ 155 Accounts receivable 2,476 Inventory 797 Prepaid and other current assets 3 Equipment and other fixed assets 11,219 Goodwill 4,591 Identifiable intangible assets 500 Accounts payable and accrued expenses (2,942) Net assets acquired $ 16,799 During the six months ended June 30, 2022, the Company received net cash of $0.9 million relating to working capital and other adjustments associated with businesses that were acquired during 2021, which was recorded as a decrease to goodwill during the period. Six Months Ended June 30, 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 home medical equipment products. The total consideration paid at closing consisted of (i) a cash payment of $1.1 billion, (ii) the issuance of 13,992,615 shares of the Company’s Class A Common Stock, (iii) the issuance of 130,474.73 shares of the Company’s Series C Convertible Preferred Stock, 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 10, Stockholders’ Equity 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. T he total consideration paid at closing consisted of (i) a cash payment of $66.1 million, (ii) the issuance of 244,641 shares of the Company’s Class A Common Stock, and (iii) 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 acquisition accounting. 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 paid at closing consisted of a cash payment of $47.0 million and the issuance of 196,779 shares of the Company’s Class A Common Stock. In addition, during the six months ended June 30, 2021, the Company acquired 100% of the equity interests of five providers of HME and acquired certain assets of the home medical equipment businesses of two providers of HME. The following table summarizes the consideration paid at closing for all acquisitions during the six months ended June 30, 2021 (in thousands): AeroCare Spiro Healthy Living Other Total Cash $ 1,148,695 $ 66,101 $ 47,048 $ 63,289 $ 1,325,133 Equity 1,220,342 7,109 5,057 3,185 1,235,693 Contingent consideration 1,000 — — 1,000 Deferred payments — — — 983 983 Total $ 2,369,037 $ 74,210 $ 52,105 $ 67,457 $ 2,562,809 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 the six months ended June 30, 2021 was allocated as follows during that period (in thousands): AeroCare Spiro Healthy Living Other Total Cash $ 27,686 $ 2,132 $ 580 $ 1,546 $ 31,944 Accounts receivable 75,916 7,323 7,471 6,813 97,523 Inventory 27,612 4,939 2,948 4,026 39,525 Prepaid and other current assets 3,522 152 254 900 4,828 Equipment and other fixed assets 163,465 2,148 1,477 12,671 179,761 Goodwill 2,103,464 63,762 41,679 46,085 2,254,990 Identifiable intangible assets 138,200 1,000 1,300 1,500 142,000 Other assets 1,178 16 — — 1,194 Deferred tax liabilities (63,713) — — 491 (63,222) Accounts payable and accrued expenses (82,722) (5,067) (3,604) (4,932) (96,325) Contract liabilities (14,495) — — (88) (14,583) Other current liabilities (10,021) — — (1,555) (11,576) Other long-term liabilities (1,055) — — — (1,055) Capital lease obligations — (2,195) — — (2,195) Net assets acquired $ 2,369,037 $ 74,210 $ 52,105 $ 67,457 $ 2,562,809 The Company finalized the valuations of the fair values of the net assets acquired for these acquisitions during the remainder of 2021. During the six months ended June 30, 2021, the Company received net cash of $0.6 million relating to working capital and other adjustments associated with businesses that were acquired during 2020, which was recorded as a decrease to goodwill during the period. 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) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 727,614 $ 730,187 $ 1,438,817 $ 1,417,618 Operating income $ 59,176 $ 77,925 $ 110,665 $ 114,421 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 three and six months ended June 30, 2022 and 2021: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 5,568 $ 248,209 $ 5,702 $ 390,856 Operating income $ 357 $ 37,306 $ 392 $ 57,689 |
Equipment and Other Fixed Asset
Equipment and Other Fixed Assets | 6 Months Ended |
Jun. 30, 2022 | |
Equipment and Other Fixed Assets | |
Equipment and Other Fixed Assets | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of June 30, 2022 and December 31, 2021 are as follows (in thousands): June 30, December 31, 2022 2021 Patient medical equipment $ 636,690 $ 533,760 Delivery vehicles 43,202 36,213 Other 88,646 50,208 768,538 620,181 Less accumulated depreciation (313,765) (221,604) $ 454,773 $ 398,577 For the three months ended June 30, 2022 and 2021, the Company recorded depreciation expense of $69.4 million and $49.9 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded depreciation expense of $136.5 million and $86.8 million, respectively. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Identifiable Intangible Assets | |
Goodwill and Identifiable Intangible Assets | (5) Goodwill and Identifiable 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 Gross carrying amount Balance at December 31, 2021 $ 3,512,567 Goodwill from acquisitions 4,591 Net cash receipts relating to prior acquisitions (898) Net reduction (648) Balance at June 30, 2022 $ 3,515,612 Management is required to perform an assessment of the recoverability of goodwill on an annual basis and upon the identification of a triggering event. Triggering events potentially warranting an interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating results 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 non-cash goodwill impairment charge could have a material adverse effect on the Company’s operating results, net assets and the Company’s cost of, or access to, capital. During the three months ended March 31, 2022, the Company experienced a decline in its market capitalization as a result of a decline in the Company’s stock price. The Company considered such decline to represent a triggering event requiring management to perform a quantitative goodwill impairment assessment as of March 31, 2022. Based on the results of the quantitative goodwill impairment assessment, it was concluded that the estimated fair value of the Company’s reporting unit was greater than its carrying value, as such, the Company did not record a goodwill impairment charge during the three months ended March 31, 2022. No such decline in market capitalization occurred during the three months ended June 30, 2022 and no triggering events were identified in the qualitative assessment performed as of June 30, 2022. The Company did not record a goodwill impairment charge during the three and six months ended June 30, 202 Subsequent to June 30, 2022, the Company has not experienced a decline in its market capitalization, however, if the Company were to experience a decline for a sustained period of time, the Company may be required to perform a quantitative 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 June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $19,090 $ 93,710 8.0 Payor contracts, net of accumulated amortization of $15,916 66,084 8.1 Contractual rental agreements, net of accumulated amortization of $35,003 19,197 1.3 Developed technology, net of accumulated amortization of $2,520 3,780 3.0 Identifiable intangible assets, net $ 182,771 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 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 $10.0 million and $20.0 million for the three and six months ended June 30, 2022, respectively. 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 $13.9 million and $24.2 million for the three and six months ended June 30, 2021, respectively. Future amortization expense related to identifiable intangible assets is estimated to be as follows (in thousands): Twelve months ending June 30, 2023 $ 39,996 2024 23,753 2025 22,217 2026 20,120 2027 13,899 Thereafter 62,786 Total $ 182,771 The Company recorded no impairment charges related to identifiable intangible assets during the six months ended June 30, 2022 and 2021. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value of Assets and Liabilities | |
Fair Value of Assets and Liabilities | (6) Fair Value of Assets and Liabilities FASB ASC Topic 820, Fair Value Measurements and Disclosures 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. The following table presents the valuation of the Company’s financial assets and liabilities as of June 30, 2022 and December 31, 2021 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of June 30, 2022 and December 31, 2021. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. (in thousands) Level 1 Level 2 Level 3 June 30, 2022 Assets Money market accounts $ 12 $ — $ — Interest rate swap agreements-short term — 1,537 — Interest rate swap agreements-long term — 1,115 — Total assets measured at fair value $ 12 $ 2,652 $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 16,288 Acquisition-related contingent consideration-long term — — 1,000 Interest rate swap agreements-short term — 28 — Interest rate swap agreements-long term — 1,030 — Warrant liability — — 38,760 Total liabilities measured at fair value $ — $ 1,058 $ 56,048 (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 Interest Rate Swaps The Company uses interest rate swap agreements to manage interest rate risk by converting a portion of its variable rate borrowings to a fixed rate and recognizes these derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the Company’s 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 June 30, 2022 and December 31, 2021 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 A reconciliation of the Company’s contingent consideration liabilities related to acquisitions for the six months ended June 30, 2022 and 2021 is as follows (in thousands): Six Months Ended June 30, 2022 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 20,300 $ — $ (3,250) $ 238 $ — $ 17,288 Six Months Ended June 30, 2021 Contingent consideration - Level 3 liabilities $ 33,540 $ 1,000 $ (13,396) $ 255 $ 173 $ 21,572 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. Refer to the discussion above for a description of the Monte-Carlo simulation analysis. Refer to Note 10, Stockholders’ Equity , for additional discussion of the warrant liability 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): June 30, December 31, 2022 2021 Assets: Goodwill (Level 3) $ 3,515,612 $ 3,512,567 Identifiable intangible assets, net (Level 3) $ 182,771 $ 202,231 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 | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | (7) Derivative Instruments and Hedging Activities The Company records all derivatives on its consolidated balance sheet at fair value. As of June 30, 2022 and December 31, 2021, 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 amount associated with interest rate swap agreements that were outstanding as of June 30, 2022 and December 31, 2021was $250 million and have maturity dates in February 2023 and March 2024. In April 2022, the Company entered into additional forward-dated interest rate swap agreements with third parties in which the Company will pay a fixed interest rate and receive a rate equal to the one month-LIBOR. The purpose of these forward-dated interest rate swap agreements is to ensure that the Company operates within its derivatives policy by maintaining a total notional amount of $250 million under the Company’s outstanding interest rate swap agreements through the maturity date of the Company’s current credit agreement. These forward-dated interest rate swap agreements become effective in February 2023 and March 2024 and mature in January 2026. The Company has designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income 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 related to its interest rate swap agreements, which are designated as hedging instruments, as well as their classification in the consolidated balance sheets at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Balance Sheet Location Asset (Liability) Other current assets $ 1,537 $ — Other long-term assets 1,115 — Other current liabilities (28) (5,098) Other long-term liabilities (1,030) (2,359) Total $ 1,594 $ (7,457) During the three months ended June 30, 2022 and 2021, as a result of the effect of cash flow hedge accounting, the Company recognized a gain of $2.3 million and $1.4 million, respectively, in other comprehensive income. In addition, during the three months ended June 30, 2022 and 2021, $0.7 million and $0.7 million, respectively, was reclassified from other comprehensive income and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the six months ended June 30, 2022 and 2021, as a result of the effect of cash flow hedge accounting, the Company recognized a gain of $9.0 million and $4.0 million, respectively, in other comprehensive income. In addition, during the six months ended June 30, 2022 and 2021, $1.4 million and $1.4 million, respectively, was reclassified from other comprehensive income and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | (8) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, December 31, 2022 2021 Accounts payable $ 198,411 $ 248,027 Employee-related accruals 28,857 34,370 Accrued interest 28,842 30,103 Other 58,863 45,884 Total $ 314,973 $ 358,384 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Debt | (9) Debt The following is a summary of long term-debt as of June 30, 2022 and December 31, 2021 (in thousands): June 30, December 31, 2022 2021 Secured term loans $ 775,000 $ 785,000 Senior unsecured notes 1,450,000 1,450,000 Unamortized deferred financing fees (29,091) (31,448) 2,195,909 2,203,552 Current portion (25,000) (20,000) Long-term portion $ 2,170,909 $ 2,183,552 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 amounts outstanding under the Company’s then existing credit agreement of $301.9 million plus accrued interest, 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 a then existing promissory note with the proceeds of the 5.125% Senior Notes. 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 recognized a loss on debt extinguishment of $2.1 million consisting of the write off unamortized deferred financing costs related to the Company’s then existing credit agreement and other lender fees, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the six months ended June 30, 2021. During the three months ended March 31, 2021, the Company recognized a loss on debt extinguishment of $4.2 million in connection with the 2021 Credit Agreement, which was reflected in loss on extinguishment of debt in the Company’s consolidated statement of operations in such period. During the three months ended June 30, 2021, the Company corrected an error that was identified relating to the accounting for the loss on extinguishment of debt recognized during the three months ended March 31, 2021. As a result of this correction, the Company reversed $2.1 million of the loss on extinguishment of debt recognized in the three months ended March 31, 2021, which was reflected as a reduction to the loss on extinguishment of debt recognized during the three months ended June 30, 2021. The impact of such correction was not considered material to the Company’s unaudited consolidated financial statements for the three months ended March 31, 2021 and the three and six months ended June 30, 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 June 30, 2022. 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 June 30, 2022 and December 31, 2021, there was $775 million and $785 million, respectively, outstanding under the 2021 Term Loan. The interest rate under the 2021 Term Loan was 3.06% at June 30, 2022. Revolving Credit Facility During the six months ended June 30, 2022, the Company had no borrowings under the 2021 Revolver, and there was $0 outstanding under the 2021 Revolver at June 30, 2022. During the six months ended June 30, 2021, the Company borrowed $270.0 million under revolving credit loans pursuant to the 2021 Credit Agreement. 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 June 30, 2022, after consideration of stand-by letters of credit outstanding of $17.4 million, the remaining maximum borrowings available pursuant to the 2021 Revolver was $432.6 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 prepay the outstanding principal amount under a then existing promissory note, and to pay related fees and expenses. 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 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 Note Payable In March 2019, 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. In June 2021, the Company repaid $71.8 million of the outstanding principal balance under the New Promissory Note. In connection with such repayment, the Company paid a debt prepayment penalty of $8.5 million, reflecting the previously disclosed 10% prepayment penalty plus an incremental amount negotiated as part of the prepayment transaction. In addition, the Company wrote off $1.4 million of unamortized deferred financing costs relating to the principal balance that was repaid. The prepayment penalty 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 three and six months ended June 30, 2021. In August 2021, the Company repaid the remaining outstanding principal balance of $71.7 million under the New Promissory Note. The outstanding principal balance under the New Promissory Note bore interest at 12%. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | (10) Stockholders’ Equity AdaptHealth, f/k/a DFB Healthcare Acquisitions Corp. (DFB), 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 Business Combination closed on November 8, 2019. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp. Following the Closing of the Business Combination, AdaptHealth Corp. owned 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). The former owners of AdaptHealth Holdings held New AdaptHealth Units and a corresponding number of non-economic Class B Common stock, which enabled the holder to one vote per share, and were exchangeable on a one-to-one basis for shares of Class A Common Stock. 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. 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. 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. Holders of Common Stock are entitled to one vote for each share. The shares of Preferred Stock (see below) 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. 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. 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 six months ended June 30, 2021, 39,500 shares of Series B-1 Preferred Stock were converted into 3,950,000 shares of Common Stock. There were no such conversions during the six months ended June 30, 2022. As discussed in Note 3, Acquisitions Treasury Stock On May 9, 2022, the Company’s board of directors authorized a share repurchase program for up to $200 million of the Company’s Common Stock through December 31, 2022 (the Share Repurchase Program). The timing and actual number of shares to be repurchased will depend upon market conditions and other factors. Shares of the Company’s Common Stock may be purchased from time to time on the open market, through privately negotiated transactions or otherwise. Purchases of the Company’s Common Stock may be started or stopped at any time without prior notice depending on market conditions and other factors. During the three months ended June 30, 2022, the Company purchased 199,418 shares of the Company’s Common Stock for $3.4 million under the Share Repurchase Program, which is reflected in Treasury Stock in the accompanying consolidated statements of stockholders’ equity. 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 six months ended June 30, 2022, 52,785 warrants were exercised in a cashless transaction resulting in the issuance of 18,667 shares of Common Stock. There were no warrants exercised during the six months ended June 30, 2021. As of June 30, 2022, the Company had 4,003,642 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 six months ended June 30, 2022 and 2021 was as follows (in thousands): Estimated fair value of warrant liability at December 31, 2021 $ 57,764 Change in estimated fair value of the warrant liability (18,509) Reclassification of warrant liability to equity for exercised warrants (495) Estimated fair value of warrant liability at June 30, 2022 $ 38,760 Estimated fair value of warrant liability at December 31, 2020 $ 113,905 Change in estimated fair value of the warrant liability (40,622) Estimated fair value of warrant liability at June 30, 2021 $ 73,283 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 these hurdles for the applicable measurement periods as of the December 31, 2021 and 2020 measurement dates, 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 previously 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. The Company estimated 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 methodology described above. 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. 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 was reclassified to stockholders’ equity, with such shares reflected as issued and outstanding Common Stock. In accordance with U.S. GAAP, the estimated fair value related to the remaining 1,000,000 Contingent Consideration Common Shares was reclassified to stockholders’ equity at December 31, 2021. Since the fair value of these potential shares was reclassified to stockholders’ equity on December 31, 2021, these potential shares are no longer liability classified and therefore the changes in the estimated fair value of such potential shares are not recognized as a non-cash charge or gain in the Company’s consolidated statements of operations subsequent to December 31, 2021. A reconciliation of the changes in the contingent consideration common shares liability during the six months ended June 30, 2021 was as follows (in thousands): 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 (24,044) Estimated fair value of contingent consideration common shares liability at June 30, 2021 $ 46,433 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 June 30, 2022, the 2019 Plan permits the grant of up to 10,000,000 shares of Common Stock, subject to certain adjustments and limitations. At June 30, 2022, 2,166,178 shares of the Company’s Common Stock were available for issuance under the 2019 Plan. Stock Options There were no stock options granted during the six months ended June 30, 2022. The following table provides the activity regarding the Company’s outstanding stock options during the six months ended June 30, 2022 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, December 31, 2021 2,219 $ 3.75 $ 19.36 Activity - none — Outstanding, June 30, 2022 2,219 $ 3.75 $ 19.36 6.6 Years The following table provides the activity for all outstanding stock options during the six months ended June 30, 2022 (in thousands, except per share data): Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Outstanding, December 31, 2021 5,766 $ 11.26 Exercised (374) $ 6.17 Outstanding, June 30, 2022 5,392 $ 11.62 6.0 Years During the six months ended June 30, 2022, 115,732 stock options were exercised resulting in $0.7 million of cash proceeds received by the Company and the issuance of 115,732 shares of the Company’s Common Stock. Also, during the three and six months ended June 30, 2022, 90,632 and 258,352 stock options were exercised on a cashless basis resulting in the issuance of 42,617 and 111,071 shares of the Company’s Common Stock, respectively. Restricted Stock During the six months ended June 30, 2022, the Company granted 127,322 shares of restricted stock to various employees which vest ratably over the three During the three months ended June 30, 2022, the Company granted 81,347 shares of restricted stock to its non-employee directors, which vest approximately one year following the grant date. The grant-date fair value of these awards was $1.5 million. During the six months ended June 30, 2022, the Company granted 317,554 shares of restricted stock units to senior executive management of the Company. These awards vest ratably over the three-year period following the grant date, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of these awards was $5.7 million. In addition, during the six months ended June 30, 2022, the Company granted 317,554 shares of performance-vested restricted stock units (Performance RSUs) to senior executive management of the Company. The Performance RSUs will vest on the third anniversary of the grant date subject to the achievement of specified goals relative to the Company’s three-year relative total shareholder return (Relative TSR) performance versus the Company’s defined peer group (the Peer Group), and is also subject to the employees’ continuous employment through the vesting date. The grant-date fair value of these awards, using a Monte-Carlo simulation analysis, was $8.7 million. The payout of shares on the vesting date are as follows based on the Company’s Relative TSR versus the Peer Group (for performance between the stated goals noted below, straight-line interpolation will be applied): ● Less than 25 th Percentile – No payout ● Greater than or equal to 25 th Percentile – 50% of Performance RSUs ● Equal to 50 th Percentile – 100% of Performance RSUs ● Greater than or equal to 75 th Percentile – 200% of Performance RSUs Activity related to the Company’s non-vested restricted stock grants for the six months ended June 30, 2022 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, December 31, 2021 2,195 $ 19.58 Granted 844 $ 21.62 Vested (350) $ 25.05 Forfeited (52) $ 21.94 Non-vested balance, June 30, 2022 2,637 $ 22.71 Incentive Units AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) to certain members of management. The 2019 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. The grant date fair value of the 2019 Incentive Units, as calculated under an Option Pricing Method, was $4.5 million. 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 Equity-Based Compensation Expense The Company recorded equity-based compensation expense of $5.7 million during the three months ended June 30, 2022, of which $3.9 million and $1.8 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recorded equity-based compensation expense of $7.4 million during the three months ended June 30, 2021, of which $5.7 million and $1.7 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recorded equity-based compensation expense of $11.2 million during the six months ended June 30, 2022, of which $7.5 million and $3.7 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recorded equity-based compensation expense of $16.0 million during the six months ended June 30, 2021, of which $11.1 million and $4.9 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. At June 30, 2022, there was $45.4 million of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average period of 2.3 years. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share | |
Earnings Per Share | (11) Earnings Per Share Earnings Per Share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company computes diluted net income 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 10, Stockholders’ Equity Diluted net income 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 per share. Computation of diluted net income 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 per share were as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net income attributable to AdaptHealth Corp. $ 14,032 $ 79,107 $ 55,782 $ 75,141 Less: Earnings allocated to participating securities (1) 1,186 6,908 4,721 7,431 Net income for basic EPS $ 12,846 $ 72,199 $ 51,061 $ 67,710 Change in fair value of warrant liability (2) — (37,454) (18,509) (40,622) Change in fair value of contingent consideration common shares liability (2) — (18,357) — (19,991) Net income for diluted EPS $ 12,846 $ 16,388 $ 32,552 $ 7,097 Denominator (1) (2) Basic weighted-average common shares outstanding 134,332 129,664 134,178 120,438 Add: Warrants (2) — 2,554 1,313 2,736 Add: Contingent Consideration Common Shares (2) — 2,000 — 2,000 Add: Stock options 2,472 1,533 2,597 1,641 Add: Unvested restricted stock 211 831 247 905 Diluted weighted-average common shares outstanding 137,015 136,582 138,335 127,720 Basic net income per share $ 0.10 $ 0.56 $ 0.38 $ 0.56 Diluted net income per share $ 0.09 $ 0.12 $ 0.24 $ 0.06 (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. (2) For the six months ended June 30, 2022, and the three and six months ended June 30, 2021, 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. For the three and six months ended June 30, 2021, the impact to earnings from the change in fair value of the Company’s contingent consideration common shares liability is excluded from the numerator, and the corresponding security is considered for inclusion in the denominator, for purposes of computing diluted net income per share. These adjustments are included as the effect of the numerator and denominator adjustments for these derivative instruments is dilutive as a result of the non-cash gains recorded for the change in fair value of these instruments during the periods. 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 per share for the three and six months ended June 30, 2022 and 2021 because to do so would be antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Preferred Stock 12,406 12,406 12,406 13,217 Warrants 1,168 — — — Stock options 468 — 468 — Unvested restricted stock 391 — 336 — Total 14,433 12,406 13,210 13,217 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 three and six months ended June 30, 2022 as the corresponding average stock price hurdle for issuing these contingently issuable shares would not have been met as of the June 30, 2022 reporting date. As discussed in note 10, Stockholders’ Equity |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | (12) 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 June 30, 2022 and December 31, 2021 (in thousands): Consolidated Balance Sheets Line Item June 30, 2022 December 31, 2021 Right-of-use (ROU) assets: Operating lease ROU assets Operating lease right-of-use assets $ 135,748 $ 147,760 Finance lease ROU assets Equipment and other fixed assets, net 4,284 17,410 Total ROU assets $ 140,032 $ 165,170 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease obligations $ 29,597 $ 31,418 Noncurrent operating lease liabilities Operating lease obligations, less current portion 110,093 120,180 Total operating lease liabilities $ 139,690 $ 151,598 Finance lease liabilities: Current finance lease liabilities Current portion of finance lease obligations $ 4,347 $ 15,446 Noncurrent finance lease liabilities Other long-term liabilities 20 132 Total finance lease liabilities $ 4,367 $ 15,578 The following table presents information about lease costs and expenses and sublease income for the three and six months ended June 30, 2022 and 2021 (in thousands). The amounts below are included in cost of net revenue in the accompanying consolidated statements of operations for the periods presented. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease costs $ 9,661 $ 9,615 $ 19,299 $ 17,637 Finance lease costs: Amortization of ROU assets $ 2,165 $ 9,611 $ 6,626 $ 19,061 Other lease costs and income: Variable leases costs (1) $ 4,707 $ 3,379 $ 8,952 $ 6,278 Sublease income $ 348 $ 307 $ 683 $ 506 Short-term lease costs $ — $ 7,671 $ — $ 15,812 (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 weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Weighted average remaining lease term, weighted based on lease liability balances: Operating leases 6.6 years 6.7 years Finance leases 0.6 year 1.0 year Weighted average discount rate, weighted based on remaining balance of lease payments: Operating leases 3.9% 3.8% The following table provides the undiscounted amount of future cash flows related to the Company’s operating and finance leases, as well as a reconciliation of such undiscounted cash flows to the amounts included in the Company’s lease liabilities as of June 30, 2022 (in thousands): Operating Leases Finance Leases 2022 $ 17,762 $ 3,600 2023 31,471 797 2024 26,040 — 2025 21,805 — 2026 16,123 — Thereafter 47,209 — Total future undiscounted lease payments $ 160,410 $ 4,397 Less: amount representing interest (20,720) (30) Present value of future lease payments (lease liability) $ 139,690 $ 4,367 The following table provides certain cash flow and supplemental non-cash information related to our lease liabilities for the six months ended June 30, 2022 and 2021, respectively (in thousands): Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: June 30, 2022 June 30, 2021 Operating cash payments for operating leases $ 19,220 $ 17,506 Financing cash payments for finance leases $ 12,547 $ 19,767 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 4,582 $ 16,710 Finance leases $ 1,335 $ 18,644 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | (13) Income Taxes The Company is subject to U.S. federal, state, and local income taxes. For the three months ended June 30, 2022 and 2021, the Company recorded income tax expense of $8.9 million and $12.3 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded income tax expense of $14.5 million and $10.6 million, respectively. As of June 30, 2022 and December 31, 2021, the Company had an unrecognized tax benefit of $4.0 million. Tax Receivable Agreement AdaptHealth Corp. is party to a Tax Receivable Agreement (TRA) with certain current and former members of AdaptHealth Holdings. The TRA provides for the payment by AdaptHealth Corp. of 85% of the tax savings, if any, that AdaptHealth Corp. realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (ii) certain tax attributes of the corresponding sellers existing prior to an exchange; (iii) imputed interest deemed to be paid by AdapthHealth Corp. as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments AdaptHealth Corp. makes under the TRA. During the six months ended June 30, 2022, the Company recognized an expense of $4.5 million related to changes in the estimated liability related to the TRA as a result of settling the current portion of the contingent consideration common shares liability during the period, which is included in Other loss, net in the accompanying consolidated statement of operations. During the six months ended June 30, 2021, the Company increased the estimated liability related to the TRA through an aggregate $146.5 million reduction in additional paid-in capital resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the six months ended June 30, 2021, the Company increased its deferred tax asset by $163.3 million through an increase in additional paid-in-capital resulting from these exchanges and other increases of AdaptHealth Corp.’s ownership interest in AdaptHealth Holdings. At June 30, 2022, the Company had a liability recorded relating to the TRA of $304.8 million, of which $5.9 million and $298.9 million is included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. At December 31, 2021, the Company had a liability recorded relating to the TRA of $300.3 million, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (14) 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 as of 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 May 24, 2022, the Company submitted its report for the period ended March 31, 2022. 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. 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 (the “Consolidated Class Action”). On January 20, 2022, the defendants filed a motion to dismiss the Consolidated Complaint. Lead Plaintiffs’ opposition to defendants’ motion was filed on March 21, 2022, and defendants’ reply was filed on April 15, 2022. On June 9, 2022, the court issued an opinion and order denying the defendants’ motion to dismiss the Consolidated Complaint. 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. On March 4, 2022, the parties stipulated to stay the Hessler action pending final resolution of the Consolidated Class Action. On March 7, 2022, the court so-ordered the parties’ stipulation. 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. On May 2, 2022, the U.S. Attorney’s Office for the Southern District of New York issued a civil investigative demand to Community Surgical Supply Inc. (CSS), a subsidiary of the Company, pursuant to the False Claims Act, 31 U.S.C. § 3733 (FCA) surrounding whether CSS submitted false claims in violation of the FCA related to CSS’s billing of, and reimbursements from, federal health care programs for ventilators provided to patients from January 1, 2015 to the present. The Company is fully cooperating with the investigation. Given the investigation is in the early stages, it is not possible to determine whether it will have a material adverse effect on the Company. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | (15) Related Party Transactions The Company and one of its executive officers and shareholder own 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 $1.7 million and $1.2 million for the three months ended June 30, 2022 and 2021, respectively. The expense related to this vendor was $3.1 million and $2.2 million for the six months ended June 30, 2022 and 2021, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. As of June 30, 2022 and December 31, 2021, 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 0.5% of the Company’s consolidated net revenue during the three and six months ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, the Company had an immaterial outstanding accounts receivable balance from this third-party payor. A director of the Company is an employee of a beneficial owner of more than 5% of the Company’s Common Stock as of June 30, 2022. This beneficial owner is also a minority shareholder of a vendor that provides equipment and supplies to the Company in the normal course of business. Purchases from this vendor were approximately $15.6 million and $29.6 million, respectively, for the three and six months ended June 30, 2022. As of June 30, 2022, the Company had $7.7 million in outstanding accounts payable to this vendor. Purchases from this vendor for the three and six months ended June 30, 2021 and the outstanding accounts payable to this vendor as of December 31, 2021 were immaterial. A regional manager of the Company is a partial owner of a business which provides contract labor to the Company. Purchases from this service provider were $5.7 million and $4.5 million, respectively, for the three months ended June 30, 2022 and 2021, and $10.5 million and $9.4 million, respectively, for the six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company had $1.7 million in outstanding accounts payable to this service provider. The outstanding accounts payable to this service provider as of December 31, 2021 was immaterial. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events |
General Information (Policies)
General Information (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The interim 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 interim consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. |
Basis of Consolidation | (b) Basis of Consolidation The accompanying interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Concentration of Credit Risk | (c) 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. |
Accounting Estimates | (d) 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. |
Valuation of Goodwill | (e) 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 triggering events potentially warranting an interim goodwill impairment assessment 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. 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 Goodwill and Identifiable Intangible Assets |
Long-Lived Assets | (f) 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. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining useful lives of its long-lived assets. The following table summarizes the useful lives of the Company’s 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 three and six months ended June 30, 2022 and 2021. |
Business segment | (g) 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. |
Accounting for Leases | (h) Accounting for Leases The Company adopted FASB Accounting Standards Update (ASU) No. 2016-02, Leases 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. |
Recent Accounting Pronouncements | (i) Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures. (j) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) |
General Information (Tables)
General Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
General Information | |
Schedule of useful lives of acquired intangible assets | Tradenames 5 to 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years |
Revenue Recognition and Accou_2
Revenue Recognition and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition and Accounts Receivable | |
Schedule of composition of net revenues by payor type and core service lines | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Insurance $ 436,179 $ 371,869 $ 857,069 $ 661,879 Government 196,338 177,323 377,988 311,053 Patient pay 95,097 67,825 198,760 126,204 Net revenue $ 727,614 $ 617,017 $ 1,433,817 $ 1,099,136 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales revenue: Sleep $ 194,693 $ 163,331 $ 387,028 $ 292,013 Diabetes 162,259 123,314 313,618 218,331 Supplies to the home 43,881 42,675 83,746 84,038 Respiratory 7,891 13,154 16,036 18,775 HME 31,102 30,360 61,953 54,516 Other 52,828 27,763 106,228 50,189 Total net sales revenue $ 492,654 $ 400,597 $ 968,609 $ 717,862 Net revenue from fixed monthly equipment reimbursements: Sleep $ 65,661 $ 66,335 $ 123,599 $ 114,444 Diabetes 4,034 3,216 7,980 6,069 Respiratory 128,865 111,528 261,445 194,982 HME 25,547 24,431 51,272 44,811 Other 10,853 10,910 20,912 20,968 Total net revenue from fixed monthly equipment reimbursements $ 234,960 $ 216,420 $ 465,208 $ 381,274 Total net revenue: Sleep $ 260,354 $ 229,666 $ 510,627 $ 406,457 Diabetes 166,293 126,530 321,598 224,400 Supplies to the home 43,881 42,675 83,746 84,038 Respiratory 136,756 124,682 277,481 213,757 HME 56,649 54,791 113,225 99,327 Other 63,681 38,673 127,140 71,157 Total net revenue $ 727,614 $ 617,017 $ 1,433,817 $ 1,099,136 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Acquisitions. | |
Schedule of proforma net revenue and operating income | (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 727,614 $ 730,187 $ 1,438,817 $ 1,417,618 Operating income $ 59,176 $ 77,925 $ 110,665 $ 114,421 |
Summary of results of business acquired | (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 5,568 $ 248,209 $ 5,702 $ 390,856 Operating income $ 357 $ 37,306 $ 392 $ 57,689 |
Significant Acquisitions In 2022 [Member] | |
Acquisitions. | |
Summary of consideration | Cash $ 16,377 Deferred payments 422 Total $ 16,799 |
Summary of estimated fair values of the net assets acquired | Cash $ 155 Accounts receivable 2,476 Inventory 797 Prepaid and other current assets 3 Equipment and other fixed assets 11,219 Goodwill 4,591 Identifiable intangible assets 500 Accounts payable and accrued expenses (2,942) Net assets acquired $ 16,799 |
Significant Acquisitions In 2021 [Member] | |
Acquisitions. | |
Summary of consideration | AeroCare Spiro Healthy Living Other Total Cash $ 1,148,695 $ 66,101 $ 47,048 $ 63,289 $ 1,325,133 Equity 1,220,342 7,109 5,057 3,185 1,235,693 Contingent consideration 1,000 — — 1,000 Deferred payments — — — 983 983 Total $ 2,369,037 $ 74,210 $ 52,105 $ 67,457 $ 2,562,809 |
Summary of estimated fair values of the net assets acquired | AeroCare Spiro Healthy Living Other Total Cash $ 27,686 $ 2,132 $ 580 $ 1,546 $ 31,944 Accounts receivable 75,916 7,323 7,471 6,813 97,523 Inventory 27,612 4,939 2,948 4,026 39,525 Prepaid and other current assets 3,522 152 254 900 4,828 Equipment and other fixed assets 163,465 2,148 1,477 12,671 179,761 Goodwill 2,103,464 63,762 41,679 46,085 2,254,990 Identifiable intangible assets 138,200 1,000 1,300 1,500 142,000 Other assets 1,178 16 — — 1,194 Deferred tax liabilities (63,713) — — 491 (63,222) Accounts payable and accrued expenses (82,722) (5,067) (3,604) (4,932) (96,325) Contract liabilities (14,495) — — (88) (14,583) Other current liabilities (10,021) — — (1,555) (11,576) Other long-term liabilities (1,055) — — — (1,055) Capital lease obligations — (2,195) — — (2,195) Net assets acquired $ 2,369,037 $ 74,210 $ 52,105 $ 67,457 $ 2,562,809 |
Equipment and Other Fixed Ass_2
Equipment and Other Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equipment and Other Fixed Assets | |
Schedule of equipment and other fixed assets | June 30, December 31, 2022 2021 Patient medical equipment $ 636,690 $ 533,760 Delivery vehicles 43,202 36,213 Other 88,646 50,208 768,538 620,181 Less accumulated depreciation (313,765) (221,604) $ 454,773 $ 398,577 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill. | |
Schedule of change in the carrying amount of goodwill | Gross carrying amount Balance at December 31, 2021 $ 3,512,567 Goodwill from acquisitions 4,591 Net cash receipts relating to prior acquisitions (898) Net reduction (648) Balance at June 30, 2022 $ 3,515,612 |
Schedule of identifiable intangible assets | June 30, 2022 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $19,090 $ 93,710 8.0 Payor contracts, net of accumulated amortization of $15,916 66,084 8.1 Contractual rental agreements, net of accumulated amortization of $35,003 19,197 1.3 Developed technology, net of accumulated amortization of $2,520 3,780 3.0 Identifiable intangible assets, net $ 182,771 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 |
Schedule of future amortization expense related to identifiable intangible assets | Twelve months ending June 30, 2023 $ 39,996 2024 23,753 2025 22,217 2026 20,120 2027 13,899 Thereafter 62,786 Total $ 182,771 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 Assets Money market accounts $ 12 $ — $ — Interest rate swap agreements-short term — 1,537 — Interest rate swap agreements-long term — 1,115 — Total assets measured at fair value $ 12 $ 2,652 $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 16,288 Acquisition-related contingent consideration-long term — — 1,000 Interest rate swap agreements-short term — 28 — Interest rate swap agreements-long term — 1,030 — Warrant liability — — 38,760 Total liabilities measured at fair value $ — $ 1,058 $ 56,048 (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 |
Summary of non-financial assets measured on a non-recurring basis | June 30, December 31, 2022 2021 Assets: Goodwill (Level 3) $ 3,515,612 $ 3,512,567 Identifiable intangible assets, net (Level 3) $ 182,771 $ 202,231 |
Acquisition Related Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Reconciliation of contingent consideration liabilities | Six Months Ended June 30, 2022 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 20,300 $ — $ (3,250) $ 238 $ — $ 17,288 Six Months Ended June 30, 2021 Contingent consideration - Level 3 liabilities $ 33,540 $ 1,000 $ (13,396) $ 255 $ 173 $ 21,572 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities | |
Summary of fair value of derivative financial instruments as well as their classification on the consolidated balance sheets | The table below presents the fair value of the Company’s derivatives related to its interest rate swap agreements, which are designated as hedging instruments, as well as their classification in the consolidated balance sheets at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Balance Sheet Location Asset (Liability) Other current assets $ 1,537 $ — Other long-term assets 1,115 — Other current liabilities (28) (5,098) Other long-term liabilities (1,030) (2,359) Total $ 1,594 $ (7,457) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable and Accrued Expenses | |
Schedule of components accounts payable and accrued expenses | June 30, December 31, 2022 2021 Accounts payable $ 198,411 $ 248,027 Employee-related accruals 28,857 34,370 Accrued interest 28,842 30,103 Other 58,863 45,884 Total $ 314,973 $ 358,384 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Schedule of summary of long term debt | June 30, December 31, 2022 2021 Secured term loans $ 775,000 $ 785,000 Senior unsecured notes 1,450,000 1,450,000 Unamortized deferred financing fees (29,091) (31,448) 2,195,909 2,203,552 Current portion (25,000) (20,000) Long-term portion $ 2,170,909 $ 2,183,552 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisitions | |
Schedule of changes in warrant liability | A reconciliation of the changes in the warrant liability during the six months ended June 30, 2022 and 2021 was as follows (in thousands): Estimated fair value of warrant liability at December 31, 2021 $ 57,764 Change in estimated fair value of the warrant liability (18,509) Reclassification of warrant liability to equity for exercised warrants (495) Estimated fair value of warrant liability at June 30, 2022 $ 38,760 Estimated fair value of warrant liability at December 31, 2020 $ 113,905 Change in estimated fair value of the warrant liability (40,622) Estimated fair value of warrant liability at June 30, 2021 $ 73,283 |
Schedule of stock option activity | The following table provides the activity for all outstanding stock options during the six months ended June 30, 2022 (in thousands, except per share data): Weighted-Average Weighted-Average Number of Exercise Price Remaining Options per Share Contractual Term Outstanding, December 31, 2021 5,766 $ 11.26 Exercised (374) $ 6.17 Outstanding, June 30, 2022 5,392 $ 11.62 6.0 Years |
Schedule of restricted stock activity | Activity related to the Company’s non-vested restricted stock grants for the six months ended June 30, 2022 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, December 31, 2021 2,195 $ 19.58 Granted 844 $ 21.62 Vested (350) $ 25.05 Forfeited (52) $ 21.94 Non-vested balance, June 30, 2022 2,637 $ 22.71 |
Common Shares Liability | |
Business Acquisitions | |
Reconciliation of contingent consideration liabilities | A reconciliation of the changes in the contingent consideration common shares liability during the six months ended June 30, 2021 was as follows (in thousands): 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 (24,044) Estimated fair value of contingent consideration common shares liability at June 30, 2021 $ 46,433 |
2019 Incentive Plan | |
Business Acquisitions | |
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, December 31, 2021 2,219 $ 3.75 $ 19.36 Activity - none — Outstanding, June 30, 2022 2,219 $ 3.75 $ 19.36 6.6 Years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share | |
Schedule of calculation of basic and diluted earnings per share | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net income attributable to AdaptHealth Corp. $ 14,032 $ 79,107 $ 55,782 $ 75,141 Less: Earnings allocated to participating securities (1) 1,186 6,908 4,721 7,431 Net income for basic EPS $ 12,846 $ 72,199 $ 51,061 $ 67,710 Change in fair value of warrant liability (2) — (37,454) (18,509) (40,622) Change in fair value of contingent consideration common shares liability (2) — (18,357) — (19,991) Net income for diluted EPS $ 12,846 $ 16,388 $ 32,552 $ 7,097 Denominator (1) (2) Basic weighted-average common shares outstanding 134,332 129,664 134,178 120,438 Add: Warrants (2) — 2,554 1,313 2,736 Add: Contingent Consideration Common Shares (2) — 2,000 — 2,000 Add: Stock options 2,472 1,533 2,597 1,641 Add: Unvested restricted stock 211 831 247 905 Diluted weighted-average common shares outstanding 137,015 136,582 138,335 127,720 Basic net income per share $ 0.10 $ 0.56 $ 0.38 $ 0.56 Diluted net income per share $ 0.09 $ 0.12 $ 0.24 $ 0.06 (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. (2) For the six months ended June 30, 2022, and the three and six months ended June 30, 2021, 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. For the three and six months ended June 30, 2021, the impact to earnings from the change in fair value of the Company’s contingent consideration common shares liability is excluded from the numerator, and the corresponding security is considered for inclusion in the denominator, for purposes of computing diluted net income per share. These adjustments are included as the effect of the numerator and denominator adjustments for these derivative instruments is dilutive as a result of the non-cash gains recorded for the change in fair value of these instruments during the periods. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Preferred Stock 12,406 12,406 12,406 13,217 Warrants 1,168 — — — Stock options 468 — 468 — Unvested restricted stock 391 — 336 — Total 14,433 12,406 13,210 13,217 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Lease, Cost [Table Text Block] | Consolidated Balance Sheets Line Item June 30, 2022 December 31, 2021 Right-of-use (ROU) assets: Operating lease ROU assets Operating lease right-of-use assets $ 135,748 $ 147,760 Finance lease ROU assets Equipment and other fixed assets, net 4,284 17,410 Total ROU assets $ 140,032 $ 165,170 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease obligations $ 29,597 $ 31,418 Noncurrent operating lease liabilities Operating lease obligations, less current portion 110,093 120,180 Total operating lease liabilities $ 139,690 $ 151,598 Finance lease liabilities: Current finance lease liabilities Current portion of finance lease obligations $ 4,347 $ 15,446 Noncurrent finance lease liabilities Other long-term liabilities 20 132 Total finance lease liabilities $ 4,367 $ 15,578 Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease costs $ 9,661 $ 9,615 $ 19,299 $ 17,637 Finance lease costs: Amortization of ROU assets $ 2,165 $ 9,611 $ 6,626 $ 19,061 Other lease costs and income: Variable leases costs (1) $ 4,707 $ 3,379 $ 8,952 $ 6,278 Sublease income $ 348 $ 307 $ 683 $ 506 Short-term lease costs $ — $ 7,671 $ — $ 15,812 (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. |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Operating Leases Finance Leases 2022 $ 17,762 $ 3,600 2023 31,471 797 2024 26,040 — 2025 21,805 — 2026 16,123 — Thereafter 47,209 — Total future undiscounted lease payments $ 160,410 $ 4,397 Less: amount representing interest (20,720) (30) Present value of future lease payments (lease liability) $ 139,690 $ 4,367 |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | Operating Leases Finance Leases 2022 $ 17,762 $ 3,600 2023 31,471 797 2024 26,040 — 2025 21,805 — 2026 16,123 — Thereafter 47,209 — Total future undiscounted lease payments $ 160,410 $ 4,397 Less: amount representing interest (20,720) (30) Present value of future lease payments (lease liability) $ 139,690 $ 4,367 |
Schedule Of Lease Terms And Discount Rates [Table Text Block] | June 30, 2022 December 31, 2021 Weighted average remaining lease term, weighted based on lease liability balances: Operating leases 6.6 years 6.7 years Finance leases 0.6 year 1.0 year Weighted average discount rate, weighted based on remaining balance of lease payments: Operating leases 3.9% 3.8% |
Schedule Of Cash And NonCash Activity Related To Lease Liabilities [Table Text Block] | Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: June 30, 2022 June 30, 2021 Operating cash payments for operating leases $ 19,220 $ 17,506 Financing cash payments for finance leases $ 12,547 $ 19,767 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 4,582 $ 16,710 Finance leases $ 1,335 $ 18,644 |
General Information (Details)
General Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Lease, Practical Expedients, Package [true false] | true | |||
Payor contracts | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Contractual rental agreements | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Developed technology | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Minimum | Tradenames | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Maximum | Tradenames | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Revenue Recognition and Accou_3
Revenue Recognition and Accounts Receivable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 29, 2020 | |
Revenue Recognition | |||||||
Total net revenues | $ 727,614 | $ 617,017 | $ 1,433,817 | $ 1,099,136 | |||
Recoupable Advance Payment, CARES Act | $ 45,800 | ||||||
CARES Act funding recouped | 3,900 | 15,900 | 9,100 | ||||
CARES Act remaining advance payments not yet recouped | 3,700 | 3,700 | |||||
Unbilled revenue | 22,400 | 22,400 | $ 23,800 | ||||
Significant Acquisitions In 2020 [Member] | |||||||
Revenue Recognition | |||||||
CARES Act remaining advance payments not yet recouped | $ 3,700 | ||||||
Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 492,654 | 400,597 | 968,609 | 717,862 | |||
Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 234,960 | 216,420 | 465,208 | 381,274 | |||
Sleep | |||||||
Revenue Recognition | |||||||
Total net revenues | 260,354 | 229,666 | 510,627 | 406,457 | |||
Sleep | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 194,693 | 163,331 | 387,028 | 292,013 | |||
Sleep | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 65,661 | 66,335 | 123,599 | 114,444 | |||
Diabetes [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 166,293 | 126,530 | 321,598 | 224,400 | |||
Diabetes [Member] | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 162,259 | 123,314 | 313,618 | 218,331 | |||
Diabetes [Member] | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 4,034 | 3,216 | 7,980 | 6,069 | |||
Supplies to the home | |||||||
Revenue Recognition | |||||||
Total net revenues | 43,881 | 42,675 | 83,746 | 84,038 | |||
Supplies to the home | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 43,881 | 42,675 | 83,746 | 84,038 | |||
Respiratory | |||||||
Revenue Recognition | |||||||
Total net revenues | 136,756 | 124,682 | 277,481 | 213,757 | |||
Respiratory | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 7,891 | 13,154 | 16,036 | 18,775 | |||
Respiratory | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 128,865 | 111,528 | 261,445 | 194,982 | |||
HME | |||||||
Revenue Recognition | |||||||
Total net revenues | 56,649 | 54,791 | 113,225 | 99,327 | |||
HME | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 31,102 | 30,360 | 61,953 | 54,516 | |||
HME | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 25,547 | 24,431 | 51,272 | 44,811 | |||
Health Care, Other | |||||||
Revenue Recognition | |||||||
Total net revenues | 63,681 | 38,673 | 127,140 | 71,157 | |||
Health Care, Other | Transferred at Point in Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 52,828 | 27,763 | 106,228 | 50,189 | |||
Health Care, Other | Transferred over Time [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 10,853 | 10,910 | 20,912 | 20,968 | |||
Insurance Payor [Member] | |||||||
Revenue Recognition | |||||||
Total net revenues | 436,179 | 371,869 | 857,069 | 661,879 | |||
Government payor | |||||||
Revenue Recognition | |||||||
Total net revenues | 196,338 | 177,323 | 377,988 | 311,053 | |||
Patient payor | |||||||
Revenue Recognition | |||||||
Total net revenues | $ 95,097 | $ 67,825 | $ 198,760 | $ 126,204 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||
Jun. 01, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Feb. 01, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) item shares | Jun. 30, 2021 USD ($) item | Dec. 31, 2021 shares | Nov. 08, 2019 $ / shares | |
Acquisitions. | |||||||
Contingent consideration paid | $ 238 | $ 255 | |||||
Preferred Stock, Shares Issued | shares | 124,060 | 124,060 | |||||
Exercise price | $ / shares | $ 11.50 | ||||||
Additional consideration from adjustment | $ (898) | ||||||
Significant Acquisitions In 2022 [Member] | |||||||
Acquisitions. | |||||||
Cash payment | $ 16,377 | ||||||
Home Medical Equipment Provider Acquired In 2022 [Member] | |||||||
Acquisitions. | |||||||
Interest acquired, as a percent | 100% | ||||||
Number of home medical equipment providers acquired | item | 2 | ||||||
Number of entities acquired | item | 4 | ||||||
Significant Acquisitions In 2021 [Member] | |||||||
Acquisitions. | |||||||
Cash payment | 1,325,133 | ||||||
AeroCare Holdings [Member] | |||||||
Acquisitions. | |||||||
Interest acquired, as a percent | 100% | ||||||
Cash payment | $ 1,100,000 | 1,148,695 | |||||
Options issued in acquisition, in shares | shares | 3,959,892 | ||||||
Exercise price | $ / shares | $ 6.24 | ||||||
Weighted average exercise period | 7 years | ||||||
AeroCare Holdings [Member] | Class A Common Stock | |||||||
Acquisitions. | |||||||
Issuance of stock for acquisitions (in shares) | shares | 13,992,615 | ||||||
AeroCare Holdings [Member] | Series C Preferred Stock [Member] | |||||||
Acquisitions. | |||||||
Preferred Stock, Shares Issued | shares | 130,474.73 | ||||||
Spiro Health Services [Member] | |||||||
Acquisitions. | |||||||
Interest acquired, as a percent | 100% | ||||||
Cash payment | $ 66,100 | $ 66,101 | |||||
Issuance of stock for acquisitions (in shares) | shares | 244,641 | ||||||
Maximum potential contingent consideration | $ 1,000 | ||||||
Home Medical Equipment Providers, Equity Interests And Assets Acquisitions [Member] | |||||||
Acquisitions. | |||||||
Interest acquired, as a percent | 100% | ||||||
Number of home medical equipment providers acquired | item | 5 | ||||||
Number of entities acquired | item | 2 | ||||||
Healthy Living Medical Supply, L L C [Member] | |||||||
Acquisitions. | |||||||
Interest acquired, as a percent | 100% | ||||||
Cash payment | $ 47,000 | $ 47,048 | |||||
Issuance of stock for acquisitions (in shares) | shares | 196,779 |
Acquisitions - Consideration an
Acquisitions - Consideration and Allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 01, 2021 | Apr. 30, 2021 | Feb. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Deferred payments | $ 422 | $ 983 | ||||
Estimated fair values of net assets acquired | ||||||
Goodwill | 3,515,612 | $ 3,512,567 | ||||
Receipt of working capital adjustment from prior year acquisitions | 600 | |||||
Significant Acquisitions In 2022 [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | 16,377 | |||||
Deferred payments | 422 | |||||
Total | 16,799 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 155 | |||||
Accounts receivable | 2,476 | |||||
Inventory | 797 | |||||
Prepaid and other current assets | 3 | |||||
Equipment and other fixed assets | 11,219 | |||||
Goodwill | 4,591 | |||||
Identifiable intangible assets | 500 | |||||
Accounts payable and accrued expenses | (2,942) | |||||
Net assets acquired | 16,799 | |||||
Significant Acquisitions In 2021 [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | 1,325,133 | |||||
Equity | 1,235,693 | |||||
Contingent consideration | 1,000 | |||||
Deferred payments | 983 | |||||
Total | 2,562,809 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 31,944 | |||||
Accounts receivable | 97,523 | |||||
Inventory | 39,525 | |||||
Prepaid and other current assets | 4,828 | |||||
Equipment and other fixed assets | 179,761 | |||||
Goodwill | 2,254,990 | |||||
Identifiable intangible assets | 142,000 | |||||
Other assets | 1,194 | |||||
Deferred tax liabilities | (63,222) | |||||
Accounts payable and accrued expenses | (96,325) | |||||
Contract liabilities | (14,583) | |||||
Other current liabilities | (11,576) | |||||
Other long-term liabilities | (1,055) | |||||
Capital lease obligations | (2,195) | |||||
Net assets acquired | 2,562,809 | |||||
Receipt of working capital adjustment from prior year acquisitions | $ 900 | |||||
AeroCare Holdings [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | $ 1,100,000 | 1,148,695 | ||||
Equity | 1,220,342 | |||||
Total | 2,369,037 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 27,686 | |||||
Accounts receivable | 75,916 | |||||
Inventory | 27,612 | |||||
Prepaid and other current assets | 3,522 | |||||
Equipment and other fixed assets | 163,465 | |||||
Goodwill | 2,103,464 | |||||
Identifiable intangible assets | 138,200 | |||||
Other assets | 1,178 | |||||
Deferred tax liabilities | (63,713) | |||||
Accounts payable and accrued expenses | (82,722) | |||||
Contract liabilities | (14,495) | |||||
Other current liabilities | (10,021) | |||||
Other long-term liabilities | (1,055) | |||||
Net assets acquired | 2,369,037 | |||||
Other acquisitions in 2021 [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | 63,289 | |||||
Equity | 3,185 | |||||
Deferred payments | 983 | |||||
Total | 67,457 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 1,546 | |||||
Accounts receivable | 6,813 | |||||
Inventory | 4,026 | |||||
Prepaid and other current assets | 900 | |||||
Equipment and other fixed assets | 12,671 | |||||
Goodwill | 46,085 | |||||
Identifiable intangible assets | 1,500 | |||||
Deferred tax asset | 491 | |||||
Accounts payable and accrued expenses | (4,932) | |||||
Contract liabilities | (88) | |||||
Other current liabilities | (1,555) | |||||
Net assets acquired | 67,457 | |||||
Spiro Health Services [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | $ 66,100 | 66,101 | ||||
Equity | 7,109 | |||||
Contingent consideration | 1,000 | |||||
Total | 74,210 | |||||
Maximum potential contingent consideration | $ 1,000 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 2,132 | |||||
Accounts receivable | 7,323 | |||||
Inventory | 4,939 | |||||
Prepaid and other current assets | 152 | |||||
Equipment and other fixed assets | 2,148 | |||||
Goodwill | 63,762 | |||||
Identifiable intangible assets | 1,000 | |||||
Other assets | 16 | |||||
Accounts payable and accrued expenses | (5,067) | |||||
Capital lease obligations | (2,195) | |||||
Net assets acquired | 74,210 | |||||
Healthy Living Medical Supply, L L C [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash | $ 47,000 | 47,048 | ||||
Equity | 5,057 | |||||
Total | 52,105 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 580 | |||||
Accounts receivable | 7,471 | |||||
Inventory | 2,948 | |||||
Prepaid and other current assets | 254 | |||||
Equipment and other fixed assets | 1,477 | |||||
Goodwill | 41,679 | |||||
Identifiable intangible assets | 1,300 | |||||
Accounts payable and accrued expenses | (3,604) | |||||
Net assets acquired | $ 52,105 |
Acquisitions - Pro-forma Financ
Acquisitions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pro-forma financial information: | ||||
Pro-forma net revenue | $ 727,614 | $ 730,187 | $ 1,438,817 | $ 1,417,618 |
Pro-forma operating income | 59,176 | 77,925 | 110,665 | 114,421 |
Net revenue since acquisition date | 5,568 | 248,209 | 5,702 | 390,856 |
Operating income since acquisition date | $ 357 | $ 37,306 | $ 392 | $ 57,689 |
Equipment and Other Fixed Ass_3
Equipment and Other Fixed Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Equipment and other fixed assets, gross | $ 768,538 | $ 768,538 | $ 620,181 | ||
Less accumulated depreciation | (313,765) | (313,765) | (221,604) | ||
Equipment and other fixed assets, net | 454,773 | 454,773 | 398,577 | ||
Depreciation and amortization, including patient equipment depreciation | 69,400 | $ 49,900 | 136,500 | $ 86,800 | |
Patient medical equipment. | |||||
Property, Plant and Equipment [Line Items] | |||||
Equipment and other fixed assets, gross | 636,690 | 636,690 | 533,760 | ||
Delivery vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Equipment and other fixed assets, gross | 43,202 | 43,202 | 36,213 | ||
Property, plant and equipment, other | |||||
Property, Plant and Equipment [Line Items] | |||||
Equipment and other fixed assets, gross | $ 88,646 | $ 88,646 | $ 50,208 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets - Goodwill and post-closing adjustments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Net carrying amount | |
Beginning balance | $ 3,512,567 |
Goodwill from acquisitions | 4,591 |
Net cash receipts relating to prior acquisitions | (898) |
Net reduction | (648) |
Ending balance | 3,515,612 |
Additional consideration from adjustment | (898) |
Solara Medical Supplies, LLC [Member] | |
Net carrying amount | |
Net cash receipts relating to prior acquisitions | (900) |
Additional consideration from adjustment | $ (900) |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 10,000 | $ 13,900 | $ 20,000 | $ 24,200 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
2023 | 39,996 | 39,996 | |||
2024 | 23,753 | 23,753 | |||
2025 | 22,217 | 22,217 | |||
2026 | 20,120 | 20,120 | |||
2027 | 13,899 | 13,899 | |||
Thereafter | 62,786 | 62,786 | |||
Total | 182,771 | 182,771 | $ 202,231 | ||
Impairment of Intangible Assets, Finite-lived | 0 | $ 0 | |||
Tradenames | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 19,090 | $ 19,090 | $ 12,705 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years | 8 years 4 months 24 days | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
Total | 93,710 | $ 93,710 | $ 99,595 | ||
Payor contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 15,916 | $ 15,916 | $ 11,816 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 8 years 1 month 6 days | 8 years 7 months 6 days | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
Total | 66,084 | $ 66,084 | $ 70,184 | ||
Contractual rental agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 35,003 | $ 35,003 | $ 26,158 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 3 months 18 days | 1 year 9 months 18 days | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
Total | 19,197 | $ 19,197 | $ 28,042 | ||
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 2,520 | $ 2,520 | $ 1,890 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years | 3 years 6 months | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
Total | $ 3,780 | $ 3,780 | $ 4,410 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Valuation of Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | $ 12 | $ 14 |
Level 1 | Money market accounts | ||
Assets | ||
Total assets measured at fair value | 12 | 14 |
Level 2 | ||
Assets | ||
Total assets measured at fair value | 2,652 | |
Liabilities | ||
Total liabilities measured at fair value | 1,058 | 7,457 |
Level 2 | Interest Rate Swap Short-term [Member] | ||
Assets | ||
Total assets measured at fair value | 1,537 | |
Liabilities | ||
Total liabilities measured at fair value | 28 | 5,098 |
Level 2 | Interest Rate Swap Long-term [Member] | ||
Assets | ||
Total assets measured at fair value | 1,115 | |
Liabilities | ||
Total liabilities measured at fair value | 1,030 | 2,359 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 56,048 | 78,064 |
Level 3 | Acquisition-related contingent consideration obligations-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 16,288 | 13,500 |
Level 3 | Acquisition-related contingent consideration obligations-long term | ||
Liabilities | ||
Total liabilities measured at fair value | 1,000 | 6,800 |
Level 3 | Warrant Liability | ||
Liabilities | ||
Total liabilities measured at fair value | $ 38,760 | $ 57,764 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | $ 20,300 | $ 33,540 |
Additions | 1,000 | |
Payments | (3,250) | (13,396) |
Gain | 238 | 255 |
Other activity | 173 | |
Contingent consideration liability at end of period | 17,288 | $ 21,572 |
Other current liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at end of period | 16,300 | |
Other long-term liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at end of period | 1,000 | |
Level 3 | Other current liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 13,500 | |
Level 3 | Other long-term liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | $ 6,800 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | $ 3,515,612 | $ 3,512,567 |
Identifiable intangible assets, net | $ 182,771 | $ 202,231 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Financial instruments (Details) - Derivatives designated as hedging instruments - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 30, 2022 | Dec. 31, 2021 |
Interest rate swap agreements | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | $ 250,000 | $ 250,000 | |
Derivative financial instruments | |||
Fair Value Liability | 1,594 | (7,457) | |
Interest rate swap agreements | Other Current Assets | |||
Derivative financial instruments | |||
Fair Value Asset | 1,537 | ||
Interest rate swap agreements | Other long-term assets | |||
Derivative financial instruments | |||
Derivative Assets (Liabilities), at Fair Value, Net | 1,115 | ||
Interest rate swap agreements | Other current liabilities | |||
Derivative financial instruments | |||
Fair Value Liability | (28) | (5,098) | |
Interest rate swap agreements | Other long-term liabilities | |||
Derivative financial instruments | |||
Fair Value Liability | $ (1,030) | $ (2,359) | |
Forward-dated interest rate swap agreements | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | $ 250,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Effect on Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 0.7 | $ 0.7 | $ 1.4 | $ 1.4 |
Derivatives in cash flow hedging relationships | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 2.3 | $ 1.4 | $ 9 | $ 4 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 198,411 | $ 248,027 |
Employee related accruals | 28,857 | 34,370 |
Accrued interest | 28,842 | 30,103 |
Other | 58,863 | 45,884 |
Accounts payable and accrued expenses | $ 314,973 | $ 358,384 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing fees | $ (29,091) | $ (31,448) |
Debt, Net | 2,195,909 | 2,203,552 |
Current portion | (25,000) | (20,000) |
Long-term portion | 2,170,909 | 2,183,552 |
Term Loan 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Gross | 775,000 | 785,000 |
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Gross | $ 1,450,000 | $ 1,450,000 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 19, 2021 | Aug. 16, 2021 | Jan. 04, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Write-off of deferred financing costs | $ 3,495 | ||||||||||
Proceeds from Lines of Credit | 1,070,000 | ||||||||||
Repayment of loan | $ 10,000 | 470,521 | |||||||||
Loss on extinguishment of debt | $ 7,736 | 11,949 | |||||||||
Credit Agreement 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments of Debt Issuance Costs | 7,600 | ||||||||||
Write-off of deferred financing costs | $ 2,100 | ||||||||||
Repayment of loan | $ 301,900 | ||||||||||
Loss on extinguishment of debt | $ 4,200 | ||||||||||
Reversal of loss on extinguishment of debt | $ 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 | 0 | $ 270,000 | |||||||||
Revolver balance | 0 | ||||||||||
Remaining maximum borrowings available | 432,600 | ||||||||||
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 | $ 775,000 | $ 785,000 | |||||||||
Credit facility Interest rate | 3.06% | ||||||||||
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 | ||||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | 1,450,000 | 1,450,000 | |||||||||
Debt Interest rate | 4.625% | ||||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Interest rate | 5.125% | 5.125% | |||||||||
New Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Write-off of deferred financing costs | $ 1,400 | ||||||||||
Repayment of loan | $ 71,700 | ||||||||||
Term Loan 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | $ 785,000 | ||||||||||
Revolver Letter Of Credit Sublimit Maturing July 2025. [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance outstanding | $ 17,400 |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||
Aug. 19, 2021 | Jan. 04, 2021 | Jul. 29, 2020 | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 16, 2021 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
Write-off of deferred financing costs | $ 3,495 | ||||||||
Proceeds from the issuance of senior unsecured notes | 500,000 | ||||||||
Loss on extinguishment of debt from prepayment penalty | 8,454 | ||||||||
Repayments of Long-term Debt | $ 10,000 | 470,521 | |||||||
Gain (loss) on extinguishment of debt | (8,454) | ||||||||
New Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 71,800 | $ 71,800 | |||||||
Write-off of deferred financing costs | 1,400 | ||||||||
Loss on extinguishment of debt from prepayment penalty | 8,500 | ||||||||
Repayments of Long-term Debt | $ 71,700 | ||||||||
Gain (loss) on extinguishment of debt | $ (8,500) | ||||||||
Make-whole premium, as a percent | 10% | ||||||||
Note payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 100,000 | ||||||||
Note payable | Period starting on the closing date and ending on the seventh anniversary | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Interest rate | 12% | 12% | |||||||
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 Interest rate | 4.625% | ||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40% | ||||||||
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% | ||||||||
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% | ||||||||
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% | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40% | ||||||||
Senior Unsecured Notes 5.125 Per Cent Due 2030 [Member] | Redemption Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||
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% | ||||||||
Senior Notes 6.125 Percent Due 2028 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 350,000 | ||||||||
Debt Interest rate | 6.125% | ||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40% | ||||||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 106.125% | ||||||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||
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% |
Stockholders' Equity - Activity
Stockholders' Equity - Activity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
Jul. 28, 2021 Vote shares | Mar. 18, 2021 shares | Jan. 01, 2021 shares | Nov. 08, 2019 Vote | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2020 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | May 09, 2022 USD ($) | Dec. 31, 2021 $ / shares shares | Jul. 27, 2021 shares | Feb. 01, 2021 $ / shares shares | |
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Stock exchange ratio | 1 | ||||||||||||||
Exchange of equity interests, in shares | 13,218,758 | ||||||||||||||
Value of shares exchanged | $ | $ 77,900 | ||||||||||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 245,000,000 | ||||||||||
Proceeds from sale of stock | $ | $ 265,018 | ||||||||||||||
Net proceeds | $ | $ 278,850 | ||||||||||||||
Offering costs | $ | $ 13,832 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares issued (in shares) | 124,060 | 124,060 | 124,060 | ||||||||||||
Amount of cash authorized for Stock repurchase program | $ | $ 200,000 | ||||||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 245,000,000 | ||||||||||
Ownership Interest, Number Of Votes Per Share | Vote | 1 | ||||||||||||||
Value of shares repurchase | $ | $ 3,375 | $ 3,375 | |||||||||||||
Adapt Health Holdings LLC | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Controlling interest, as a percent | 56% | ||||||||||||||
Adapt Health Holdings LLC | Shareholders of Adapt Health Holdings LLC | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Noncontrolling interest, as a percent | 44% | ||||||||||||||
Ownership Interest, Number Of Votes Per Share | Vote | 1 | ||||||||||||||
Treasury Stock | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Number of shares purchased under repurchase program | 199,418 | ||||||||||||||
Value of shares repurchase | $ | $ 3,400 | $ 3,400 | |||||||||||||
Class A Common Stock | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 15,810,547 | 3,950,000 | |||||||||||||
Conversion Of Series C-1 Preferred Stock To Class A Common Stock, Shares | 13,047,473 | ||||||||||||||
Series B-1 Preferred Stock | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 158,105.47 | 0 | 39,500 | ||||||||||||
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 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
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 | ||||||||||||||
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, shares issued (in shares) | 130,474.73 | ||||||||||||||
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 | ||||||||||||||
Net proceeds | $ | 265,000 | ||||||||||||||
Offering costs | $ | $ 13,800 | $ 13,832 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 08, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |||||
Warrants outstanding | 4,003,642 | 4,003,642 | 12,666,666 | ||
Common stock for each warrant exercised | 1 | ||||
Warrant exercisable price | $ 11.50 | ||||
Warrants exercised in cashless transaction, number exercised | 52,785 | 0 | |||
Shares issued in cashless exercise of warrants (in shares) | 18,667 | ||||
Warrant liability, beginning | $ 57,764 | $ 113,905 | |||
Change in fair value of warrant liability (note 10) | $ 8,208 | $ (37,454) | (18,509) | (40,622) | |
Reclassification of warrant liability to equity for exercised warrants | (495) | (495) | |||
Warrant liability, ending | $ 38,760 | $ 73,283 | $ 38,760 | $ 73,283 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||||||
Earn-out consideration, shares per annual installment | 1,000,000 | 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 | |||||
Earn-out consideration, number of shares issued during the period | 1,000,000 | 1,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Change in amount of contingent common share liability | ||||||
Contingent consideration common shares liability, Beginning balance | $ 70,477 | $ 70,477 | ||||
Change in fair value of contingent consideration common shares liability (note 10) | $ (22,079) | (24,044) | ||||
Contingent consideration common shares liability, Ending balance | $ 46,433 | $ 46,433 | $ 70,477 |
Stockholders' Equity - Equity-b
Stockholders' Equity - Equity-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | ||
Exercise of stock options (in shares) | 374,000 | ||
Exercise of stock options | $ 723 | $ 2,300 | $ 700 |
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 | 2,166,178 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Number of Options | ||||
Outstanding at beginning of period (in shares) | 5,766,000 | 5,766,000 | ||
Granted (in shares) | 0 | |||
Exercised (in shares) | (374,000) | |||
Outstanding at end of period (in shares) | 5,392,000 | 5,392,000 | ||
Weighted-Average Exercise Price per Share | ||||
Outstanding at beginning of period (in dollars per share) | $ 11.26 | $ 11.26 | ||
Exercised (in dollars per share) | 6.17 | |||
Outstanding at end of period (in dollars per share) | $ 11.62 | $ 11.62 | ||
Weighted Average Remaining Contractual Term | ||||
Weighted average remaining contractual term (in years) | 6 years | |||
Number of shares issued for options exercised on a cash basis | 115,732 | |||
Exercise of stock options | $ 723 | $ 2,300 | $ 700 | |
Exercise of stock options (in shares) | 374,000 | |||
Options exercised in cashless basis | 42,617 | 111,071 | ||
Options exercised cashless basis | 115,732 | |||
Cashless exercise of options (in shares) | 90,632 | 258,352 | ||
2019 Incentive Plan | ||||
Number of Options | ||||
Outstanding at beginning of period (in shares) | 2,219,000 | 2,219,000 | ||
Outstanding at end of period (in shares) | 2,219,000 | 2,219,000 | ||
Weighted-Average Grant Date Fair Value per Share | ||||
Outstanding at beginning of period (in dollars per share) | $ 3.75 | $ 3.75 | ||
Outstanding at end of period (in dollars per share) | $ 3.75 | 3.75 | ||
Weighted-Average Exercise Price per Share | ||||
Outstanding at beginning of period (in dollars per share) | $ 19.36 | 19.36 | ||
Outstanding at end of period (in dollars per share) | $ 19.36 | $ 19.36 | ||
Weighted Average Remaining Contractual Term | ||||
Weighted average remaining contractual term (in years) | 6 years 7 months 6 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 5.7 | $ 7.4 | $ 11.2 | $ 16 | ||
Performance Percentage Less Than 25% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Performance Payout Percentage | 0% | |||||
Performance Percentage Greater Than or Equal to 25% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Performance Payout Percentage | 50% | |||||
Performance Percentage Equal to 50% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Performance Payout Percentage | 100% | |||||
Performance Percentage Greater Than or Equal to 75% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Performance Payout Percentage | 200% | |||||
Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 844,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Non-vested balance at beginning of period | 2,195,000 | |||||
Granted, shares | 844,000 | |||||
Vested, shares | (350,000) | |||||
Forfeited, shares | (52,000) | |||||
Non-vested balance at end of period | 2,637,000 | 2,637,000 | ||||
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 | $ 19.58 | |||||
Granted, grant date fair value | 21.62 | |||||
Vested, grant date fair value | 25.05 | |||||
Forfeited, grant date fair value | 21.94 | |||||
Non-vested, grant date fair value at end of period | $ 22.71 | $ 22.71 | ||||
Unvested restricted stock | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 127,322 | |||||
Grant date fair value | $ 2.4 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 127,322 | |||||
Unvested restricted stock | Various Employees Non Employee Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 81,347 | |||||
Grant date fair value | $ 1.5 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 81,347 | |||||
Unvested restricted stock | Senior management employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 317,554 | |||||
Vesting period | 3 years | |||||
Grant date fair value | $ 5.7 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 317,554 | |||||
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 | |||||
Performance Based Restricted Stock Unit | Senior management employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 317,554 | |||||
Vesting period | 3 years | |||||
Grant date fair value | $ 8.7 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 317,554 | |||||
Vesting based on service (continued employment) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vesting percentage | 25% | 50% | ||||
Vesting based on performance | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vesting percentage | 50% |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive units (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | |
Equitybased Compensation | ||||||
Equity-based compensation expense | $ 5.7 | $ 7.4 | $ 11.2 | $ 16 | ||
Vesting based on service (continued employment) | ||||||
Equitybased Compensation | ||||||
Vesting percentage | 25% | 50% | ||||
Vesting period | 4 years | |||||
Accelerated vesting cost | $ 1.5 | |||||
Vesting based on performance | ||||||
Equitybased Compensation | ||||||
Vesting percentage | 50% | |||||
Vesting period | 1 year | |||||
2019 Incentive Plan | ||||||
Equitybased Compensation | ||||||
Grant date fair value | $ 4.5 |
Stockholders' Equity - Equity_2
Stockholders' Equity - Equity-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 5.7 | $ 7.4 | $ 11.2 | $ 16 |
Unrecognized compensation expense | 45.4 | $ 45.4 | ||
Recognition period | 2 years 3 months 18 days | |||
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 3.9 | 5.7 | $ 7.5 | 11.1 |
Cost of Sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1.8 | $ 1.7 | $ 3.7 | $ 4.9 |
2019 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock available for issuance | 2,166,178 | 2,166,178 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Net income attributable to AdaptHealth Corp | $ 14,032 | $ 79,107 | $ 55,782 | $ 75,141 |
Less: Earnings allocated to participating securities (1) | 1,186 | 6,908 | 4,721 | 7,431 |
Net income for basic EPS | 12,846 | 72,199 | 51,061 | 67,710 |
Change in fair value of warrant liability | 8,208 | (37,454) | (18,509) | (40,622) |
Change in fair value of contingent consideration - common shares liability, net of tax | (18,357) | (19,991) | ||
Net income for diluted EPS | $ 12,846 | $ 16,388 | $ 32,552 | $ 7,097 |
Denominator: | ||||
Basic weighted-average common shares outstanding | 134,332,000 | 129,664,000 | 134,178,000 | 120,438,000 |
Add: Warrants (2) | 2,554,000 | 1,313,000 | 2,736,000 | |
Add: Contingent Consideration Shares | 2,000,000 | 2,000,000 | ||
Diluted weighted average common shares outstanding | 137,015,000 | 136,582,000 | 138,335,000 | 127,720,000 |
Basic net income per share | $ 0.10 | $ 0.56 | $ 0.38 | $ 0.56 |
Diluted net income per share | $ 0.09 | $ 0.12 | $ 0.24 | $ 0.06 |
Anti-dilutive securities excluded (in shares) | 14,433,000 | 12,406,000 | 13,210,000 | 13,217,000 |
Anti-dilutive securities excluded diluted net income per share (in shares) | 1,000,000 | 1,000,000 | ||
Preferred Stock | ||||
Denominator: | ||||
Anti-dilutive securities excluded (in shares) | 12,406,000 | 12,406,000 | 12,406,000 | 13,217,000 |
Warrants | ||||
Denominator: | ||||
Anti-dilutive securities excluded (in shares) | 1,168,000 | |||
Stock Options | ||||
Denominator: | ||||
Add: Stock options | 2,472,000 | 1,533,000 | 2,597,000 | 1,641,000 |
Unvested restricted stock | ||||
Denominator: | ||||
Add: Unvested restricted stock | 211,000 | 831,000 | 247,000 | 905,000 |
Anti-dilutive securities excluded (in shares) | 391,000 | 336,000 |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Operating Lease, Right-of-Use Asset | $ 135,748 | $ 147,760 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 4,284 | $ 17,410 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Right of use assets, total | $ 140,032 | $ 165,170 |
Operating Lease, Liability, Current | 29,597 | 31,418 |
Operating Lease, Liability, Noncurrent | 110,093 | 120,180 |
Operating Lease, Liability, Total | 139,690 | 151,598 |
Finance Lease, Liability, Current | 4,347 | 15,446 |
Finance Lease, Liability, Noncurrent | 20 | 132 |
Finance lease liability, total | $ 4,367 | $ 15,578 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Leases - Cost (Details)
Leases - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating Lease, Cost | $ 9,661 | $ 9,615 | $ 19,299 | $ 17,637 |
Finance Lease, Right-of-Use Asset, Amortization | 2,165 | 9,611 | 6,626 | 19,061 |
Variable Lease, Cost | 4,707 | 3,379 | 8,952 | 6,278 |
Sublease Income | $ 348 | 307 | $ 683 | 506 |
Short-term Lease, Cost | $ 7,671 | $ 15,812 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 17,762 | |
2023 | 31,471 | |
2024 | 26,040 | |
2025 | 21,805 | |
2026 | 16,123 | |
Thereafter | 47,209 | |
Operating leases, total payments | 160,410 | |
Less: amount representing interest | (20,720) | |
Operating Lease, Liability | $ 139,690 | $ 151,598 |
Leases - Finance Lease Maturity
Leases - Finance Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 3,600 | |
2023 | 797 | |
Finance leases, total payments | 4,397 | |
Less: amount representing interest | (30) | |
Finance lease liability, total | $ 4,367 | $ 15,578 |
Leases - Wtd Average and Cashfl
Leases - Wtd Average and Cashflow info (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Leases | |||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 7 months 6 days | 6 years 8 months 12 days | |
Finance Lease, Weighted Average Remaining Lease Term | 7 months 6 days | 1 year | |
Operating Lease, Weighted Average Discount Rate, Percent | 3.90% | 3.80% | |
Operating Lease, Payments | $ 19,220 | $ 17,506 | |
Finance Lease, Principal Payments | 12,547 | 19,767 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 4,582 | 16,710 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 1,335 | $ 18,644 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 08, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Taxes | ||||||
Income Tax Expense (Benefit) | $ 8,853 | $ 12,330 | $ 14,456 | $ 10,635 | ||
Unrecognized tax benefits | $ 4,000 | 4,000 | $ 4,000 | |||
Tax Receivable Agreement, payout percentage | 85% | |||||
Increase in liability due to additional exchanges | 146,500 | |||||
Increase in deferred tax asset | $ 163,300 | |||||
Liability related to TRA | 304,800 | $ 300,300 | ||||
Expenses recognized related to changes in the estimated TRA liability | 4,500 | |||||
Other current liabilities | ||||||
Income Taxes | ||||||
Liability related to TRA | 5,900 | |||||
Other long-term liabilities | ||||||
Income Taxes | ||||||
Liability related to TRA | $ 298,900 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | |
Vendor Three | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest, as a percent | 5% | |||
Expense for related party | $ 15.6 | $ 29.6 | ||
Outstanding balance due to related party | $ 7.7 | $ 7.7 | ||
Third Party Payor | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Net revenue related party | 0.50% | 0.50% | 0.50% | 0.50% |
Vendor two | ||||
Related Party Transaction [Line Items] | ||||
Number of executives | item | 1 | |||
Ownership interest, as a percent | 1% | |||
Expense for related party | $ 1.7 | $ 1.2 | $ 3.1 | $ 2.2 |
Business process outsourcing services | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related party | 5.7 | $ 4.5 | 10.5 | $ 9.4 |
Outstanding balance due to related party | $ 1.7 | $ 1.7 |