Agiliti (AGTI) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40361
Entity Registrant Name	AGILITI, INC. \DE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1608463
Entity Address, Address Line One	11095 Viking Drive
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	952
Local Phone Number	893-3200
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	AGTI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		133,337,793
Entity Central Index Key	0001749704
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 32,211	$ 74,325
Accounts receivable, less allowance for credit losses of $3,496 and $2,902	203,087	209,308
Inventories	60,987	55,307
Prepaid expenses	21,503	18,549
Other current assets	13,003	395
Total current assets	330,791	357,884
Property and equipment, net	253,639	258,370
Goodwill	1,218,329	1,213,121
Operating lease right-of-use assets	82,838	80,676
Other intangibles, net	508,769	573,159
Other	23,295	32,537
Total assets	2,417,661	2,515,747
Current liabilities:
Current portion of long-term debt	17,642	17,534
Current portion of operating lease liability	23,438	22,826
Current portion of obligation under tax receivable agreement	29,824	29,187
Accounts payable	59,094	53,851
Accrued compensation	31,867	47,951
Accrued interest	3,889	3,473
Deferred revenue	9,279	5,808
Other accrued expenses	25,883	27,900
Total current liabilities	200,916	208,530
Long-term debt, less current portion	1,050,288	1,174,968
Obligation under tax receivable agreement, pension and other long-term liabilities	17,036	29,629
Operating lease liability, less current portion	70,259	63,241
Deferred income taxes, net	142,676	143,307
Commitments and contingencies (Note 11)
Equity:
Common stock, $0.0001 par value; 500,000,000 shares authorized; 133,330,184 and 130,950,061 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	13	13
Additional paid-in capital	944,477	938,888
Accumulated deficit	(17,645)	(44,486)
Accumulated other comprehensive income	9,490	1,537
Total Agiliti, Inc. and Subsidiaries equity	936,335	895,952
Noncontrolling interest	151	120
Total equity	936,486	896,072
Total liabilities and equity	$ 2,417,661	$ 2,515,747

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 3,496	$ 2,902
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	133,330,184	130,950,061
Common stock, shares outstanding (in shares)	133,330,184	130,950,061

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 271,185	$ 262,424	$ 839,613	$ 748,212
Cost of revenue	169,582	158,990	516,218	444,346
Gross margin	101,603	103,434	323,395	303,866
Selling, general and administrative expense	86,044	75,052	254,303	225,334
Operating income	15,559	28,382	69,092	78,532
Loss on extinguishment of debt	0	0	1,418	10,116
Interest expense	12,531	10,711	34,456	40,444
Tax indemnification expense	11,918	0	11,918	0
Income (loss) before income taxes and noncontrolling interest	(8,890)	17,671	21,300	27,972
Income tax (benefit) expense	(10,879)	7,943	(5,672)	13,832
Consolidated net income	1,989	9,728	26,972	14,140
Net income attributable to noncontrolling interest	38	60	131	117
Net income attributable to Agiliti, Inc. and Subsidiaries	$ 1,951	$ 9,668	$ 26,841	$ 14,023
Basic income per share (in dollars per share)	$ 10,000	$ 0.07	$ 200,000	$ 0.12
Diluted income per share (in dollars per share)	$ 10,000	$ 0.07	$ 190,000	$ 0.11
Weighted-average common shares outstanding:
Basic (in shares)	133,212,218	130,380,551	132,313,218	117,578,750
Diluted (in shares)	139,062,813	138,490,526	138,242,880	125,515,000

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Consolidated net income	$ 1,989	$ 9,728	$ 26,972	$ 14,140
Other comprehensive income:
Gain on minimum pension liability, net of tax of $0, $19, $0, and $56	0	54	0	163
Gain (loss) on cash flow hedge, net of tax of $93, $(6), $2,734, and $297	269	(17)	7,953	875
Total other comprehensive income	269	37	7,953	1,038
Comprehensive income	2,258	9,765	34,925	15,178
Comprehensive income attributable to noncontrolling interest	38	60	131	117
Comprehensive income attributable to Agiliti, Inc. and Subsidiaries	$ 2,220	$ 9,705	$ 34,794	$ 15,061

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Gain on minimum pension liability, tax	$ 0	$ 19	$ 0	$ 56
Gain (loss) on cash flow hedge, tax	$ 93	$ (6)	$ 2,734	$ 297

Consolidated Statements of Equi

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Total Agiliti, Inc. and Subsidiaries	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Noncontrolling Interests
Beginning balance at Dec. 31, 2020	$ 441,945	$ 441,801	$ 10	$ 513,902	$ (68,492)	$ (3,619)	$ 144
Increase (Decrease) in Equity
Net income	14,140	14,023			14,023		117
Other comprehensive income	1,038	1,038				1,038
Share-based compensation expense	9,917	9,917		9,917
Stock options exercised	380	380		380
Issuance of common stock	412,741	412,741	3	412,738
Stock issuance costs	(4,084)	(4,084)		(4,084)
Dividend forfeited, net of payable	14	14		14
Cash distributions to noncontrolling interests	(138)						(138)
Ending balance at Sep. 30, 2021	875,953	875,830	13	932,867	(54,469)	(2,581)	123
Beginning balance at Jun. 30, 2021	861,999	861,881	13	928,623	(64,137)	(2,618)	118
Increase (Decrease) in Equity
Net income	9,728	9,668			9,668		60
Other comprehensive income	37	37				37
Share-based compensation expense	4,235	4,235		4,235
Stock options exercised	7	7		7
Dividend forfeited, net of payable	2	2		2
Cash distributions to noncontrolling interests	(55)						(55)
Ending balance at Sep. 30, 2021	875,953	875,830	13	932,867	(54,469)	(2,581)	123
Beginning balance at Dec. 31, 2021	896,072	895,952	13	938,888	(44,486)	1,537	120
Increase (Decrease) in Equity
Net income	26,972	26,841			26,841		131
Other comprehensive income	7,953	7,953				7,953
Proceeds from issuance of common stock	2,159	2,159		2,159
Share-based compensation expense	14,947	14,947		14,947
Stock options exercised	2,949	2,949		2,949
Shares forfeited for taxes	(14,488)	(14,488)		(14,488)
Dividend forfeited, net of payable	22	22		22
Cash distributions to noncontrolling interests	(100)						(100)
Ending balance at Sep. 30, 2022	936,486	936,335	13	944,477	(17,645)	9,490	151
Beginning balance at Jun. 30, 2022	928,710	928,544	13	938,906	(19,596)	9,221	166
Increase (Decrease) in Equity
Net income	1,989	1,951			1,951		38
Other comprehensive income	269	269				269
Share-based compensation expense	4,712	4,712		4,712
Stock options exercised	978	978		978
Shares forfeited for taxes	(121)	(121)		(121)
Dividend forfeited, net of payable	2	2		2
Cash distributions to noncontrolling interests	(53)						(53)
Ending balance at Sep. 30, 2022	$ 936,486	$ 936,335	$ 13	$ 944,477	$ (17,645)	$ 9,490	$ 151

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Consolidated net income	$ 26,972	$ 14,140
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	65,502	78,249
Amortization	71,254	63,482
Loss on extinguishment of debt	1,418	7,716
Remeasurement of tax receivable agreement	0	4,542
Provision for credit losses	801	1,121
Provision for inventory obsolescence	859	2,539
Non-cash share-based compensation expense	15,066	10,127
Gain on sales and disposals of equipment	(793)	(3,939)
Deferred income taxes	(3,365)	12,040
Changes in operating assets and liabilities:
Accounts receivable	3,420	(30,305)
Inventories	(6,539)	1,241
Other operating assets	(7,566)	(5,392)
Accounts payable	13,123	4,701
Other operating liabilities	(18,251)	(21,849)
Net cash provided by operating activities	161,901	138,413
Cash flows from investing activities:
Medical equipment purchases	(37,494)	(23,912)
Property and office equipment purchases	(20,374)	(15,539)
Proceeds from disposition of property and equipment	2,695	8,187
Acquisitions, net of cash acquired	(3,125)	(450,198)
Net cash used in investing activities	(58,298)	(481,462)
Cash flows from financing activities:
Proceeds under debt arrangements	20,000	233,052
Payments under debt arrangements	(146,173)	(361,770)
Payments of principal under finance lease liability	(6,676)	(6,721)
Payments of deferred financing costs	0	(229)
Payments under tax receivable agreement	0	(748)
Distributions to noncontrolling interests	(100)	(138)
Proceeds from exercise of stock options	2,949	380
Dividend and equity distribution payment	(908)	(926)
Proceeds from issuance of common stock	0	401,441
Stock issuance costs		(4,084)
Shares forfeited for taxes	(14,488)	0
Payments of contingent consideration	(321)	0
Net cash (used in) provided by financing activities	(145,717)	260,257
Net change in cash and cash equivalents	(42,114)	(82,792)
Cash and cash equivalents at the beginning of period	74,325	206,505
Cash and cash equivalents at the end of period	32,211	123,713
Supplemental cash flow information:
Interest paid	30,214	40,991
Income taxes paid	$ 13,172	$ 2,647

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Description of Business Agiliti, Inc. and its consolidated subsidiaries (Federal Street Acquisition Corp (“FSAC”), Agiliti Holdco, Inc. and Agiliti Health, Inc. and subsidiaries (“we”, “our”, “us”, the “Company” or “Agiliti”)) is a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry. Agiliti, Inc. owns 100% of FSAC. FSAC owns 100% of Agiliti Holdco, Inc. Agiliti Holdco, Inc. owns 100% of Agiliti Health, Inc. Agiliti Health, Inc. owns 100% of Agiliti Surgical, Inc., Agiliti Imaging, Inc., Agiliti Surgical Equipment Repair, Inc. and Sizewise Rentals, LLC. Agiliti Health, Inc. and its subsidiaries are the only entities with operations. All other entities have no material assets, liabilities, cash flows or operations other than their investment and ownership of Agiliti Health, Inc. and subsidiaries. Initial Public Offering On April 22, 2021, our registration statement on Form S-1 (File No. 333-253947) related to our initial public offering (“IPO”) was declared effective by the SEC, and our common stock began trading on the New York Stock Exchange (“NYSE”) on April 23, 2021. Our IPO closed on April 27, 2021. Basis of Presentation The interim consolidated financial statements have been prepared by the Company without audit. Certain disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto in the Company’s Annual report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 8, 2022 (“2021 Form 10-K Report”). The interim consolidated financial statements presented herein as of September 30, 2022, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income, equity and cash flows for the periods presented. These adjustments are all of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. We are required to make estimates and assumptions about future events in preparing consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenue and expenses at the date of the unaudited consolidated financial statements. While we believe that our past estimates and assumptions have been materially accurate, our current estimates are subject to change if different assumptions as to the outcome of future events are made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited consolidated financial statements. Income Taxes Pursuant to the receipt of a Private Letter Ruling from the IRS during the three months ended September 30, 2022, we released a reserve assumed from our Sizewise Acquisition in 2021. The exposure was covered by an indemnification agreement with the seller. The release of the reserve and associated interest and penalties accrual resulted in a $11.9 million tax benefit and indemnification expense for the same amount, which is included in ‘Tax indemnification expense’ on the Consolidated Statements of Operations. The release of the reserve is treated as a significant, unusual item under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 740, “Income Taxes”, and Subtopic 740-270, and $11.9 million tax benefit recognized resulted in a significant variation in the customary relationship between income tax expense (benefit) and pre-tax income (loss) for the three and nine months ended September 30, 2022. Significant Accounting Policies and Estimates The most recent review of estimated useful lives of fixed assets indicated that certain medical equipment had actual lives that were longer than previously estimated. As a result, effective July 1, 2022, we increased the expected useful lives of such medical equipment from four five three and nine months ended September 30, 2022 . A description of our significant accounting policies is included in the audited consolid ated financial statements. There have been no material changes to these policies for the quarter ended September 30, 2022.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements Standards Adopted No recent accounting pronouncements have been issued or adopted since those discussed in the 2021 Form 10-K Report that are of material significance, or have potential material significance, to the Company. Standards Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08 Business Combinations (Topic 805)-Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination. The amendments in this ASU require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted. We will continue to evaluate ASU 2021-08, but do not expect the adoption will have a material impact on our consolidated financial statements. In September 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Customer arrangements typically have multiple performance obligations to provide equipment solutions, clinical engineering and/or onsite equipment managed services on a per use and/or over time basis. Contractual prices are established within our customer arrangements that are representative of stand-alone selling prices. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The Company’s performance obligations that are satisfied at a point in time are recognized when the service is performed or equipment is delivered to the customer. For performance obligations satisfied over time, the Company uses a straight-line method to recognize revenue ratably over the contract period, as this coincides with the Company’s performance under the contract. In the following table, revenue is disaggregated by service solution: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Equipment Solutions $ 103,103 $ 77,707 $ 331,810 $ 232,319 Clinical Engineering 103,639 111,614 310,850 287,860 Onsite Managed Services 64,443 73,103 196,953 228,033 Total revenue $ 271,185 $ 262,424 $ 839,613 $ 748,212 The Company capitalizes contract costs incurred in obtaining new contracts. The contract asset included in other long-term assets in the consolidated balance sheets as of September 30, 2022 and December 31, 2021 was $18.1 and $15.9 million, respectively. Capitalized costs are amortized over the expected life of the related contracts, which is estimated to be five years. The Company had a bala nce of $9.3 and $5.8 million of deferred revenue as of September 30, 2022 and December 31, 2021, respectively. During the three and nine months ended September 30, 2022 , $0.7 and $2.2 million, re spectively, of revenue was recognized that was included in deferred revenue at the beginning of the period.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions During the three months ended June 30, 2022, we completed the acquisition of several small surgical equipment repair companies. These business combinations were immaterial in relation to our consolidated balance sheets and statements of operations and as a result, additional purchase accounting disclosures have been omitted. On October 1, 2021, we completed a stock purchase agreement to purchase all of the outstanding capital stock of Sizewise Rentals, LLC (“Sizewise”), a privately held manufacturer and distributor of specialty patient handling equipment, for a total consideration of approximately $234.8 million (“Sizewise Acquisition”). The results of Sizewise’s operations have been included in the consolidated financial statements since October 1, 2021. The following summarizes the fair values of assets acquired and liabilities assumed at the date of the Sizewise Acquisition within our consolidated balance sheet as of December 31, 2021: (in thousands) Cash $ 9,977 Accounts receivable 31,005 Inventories 27,911 Other current assets 2,968 Property and equipment 59,042 Goodwill 87,867 Operating lease right-of-use assets 16,754 Other intangibles 67,700 Other long-term assets 10,368 Accounts payable (3,362) Accrued compensation (12,576) Other accrued expenses (4,525) Operating lease liability (16,953) Other long-term liabilities (9,924) Deferred income taxes (31,470) Total purchase price $ 234,782 On March 19, 2021, we completed a stock purchase agreement to purchase all of the outstanding capital stock of Northfield Medical, Inc. (“Northfield”), a company specializing in the service and repair of medical equipment and instruments for a total consideration of approximately $472.3 million (“Northfield Acquisition”). The consideration consisted of $461.0 million of cash paid and $11.3 million in issuance of 752,328 shares of common stock. The results of Northfield’s operations have been included in the consolidated financial statements since March 19, 2021. During the year ended December 31, 2021, adjustments affecting the fair values of assets acquired and liabilities assumed decreased accounts receivable $0.2 million, increased goodwill $1.3 million, increased accounts payable $0.1 million, and increased deferred income taxes $1.0 million. All adjustments net to zero. The following summarizes the fair values of assets acquired and liabilities assumed at the date of the Northfield Acquisition within our consolidated balance sheet as of December 31, 2021: (in thousands) Cash $ 10,767 Accounts receivable 16,786 Inventories 5,810 Other current assets 502 Property and equipment 11,713 Goodwill 306,678 Operating lease right-of-use assets 4,815 Other intangibles 183,700 Accounts payable (7,412) Accrued compensation (7,948) Other accrued expenses (9,620) Finance lease liability (2,340) Operating lease liability (5,025) Other long-term liabilities (837) Deferred income taxes (35,324) Total purchase price $ 472,265 The following unaudited pro forma consolidated results of operations assume the Sizewise and Northfield acquisitions had occurred on January 1, 2021. The unaudited pro forma consolidated financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually closed on that date, nor the results that may be obtained in the future: Three Months Ended Nine Months Ended (unaudited, in thousands) 2022 2021 2022 2021 Revenue $ 271,185 $ 303,028 $ 839,613 $ 895,994 Net income attributable to Agiliti, Inc. and Subsidiaries 1,951 10,670 26,841 21,623 Included in the determination of pro forma net income for the three and nine months ended September 30, 2021 are pro forma charges for various purchase accounting adjustments. These pro forma adjustments included depreciation and amortization of assets acquired and interest expense on additional debt to finance the acquisition. Income taxes are provided at the estimated statutory rate. Revenue and net income for the three and nine months ended September 30, 2022 are as reported.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 are summarized in the following tables by type of inputs applicable to the fair value measurements: Fair Value at September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ 2,449 $ — $ — $ 2,449 Interest rate swap — 12,780 — 12,780 Total Assets $ 2,449 $ 12,780 $ — $ 15,229 Liabilities: Contingent consideration $ — $ — $ 3,649 $ 3,649 Obligation under tax receivable agreement — — 40,517 40,517 Deferred compensation liabilities 2,449 — — 2,449 Total Liabilities $ 2,449 $ — $ 44,166 $ 46,615 Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ 2,452 $ — $ — $ 2,452 Interest rate swap — 2,093 — 2,093 Total Assets $ 2,452 $ 2,093 $ — $ 4,545 Liabilities: Contingent consideration $ — $ — $ 500 $ 500 Obligation under tax receivable agreement — — 39,880 39,880 Deferred compensation liabilities 2,452 — — 2,452 Total Liabilities $ 2,452 $ — $ 40,380 $ 42,832 A description of the inputs used in the valuation of assets and liabilities is summarized as follows: Level 1 — Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities. The deferred compensation assets are held in mutual funds. The fair value of the deferred compensation assets and liabilities is based on the quoted market prices for the mutual funds and thus represents a Level 1 fair value measurement. On January 4, 2019, we entered into a tax receivable agreement (“TRA”) with our former owners. The fair value of the obligation under the TRA was estimated using company specific assumptions that are not observable in the market and thus represents a Level 3 fair value measurement. Management’s estimate of the valuation of the obligation under the TRA is based on a Monte Carlo model which involves the use of projected cash flows of the Company, a discount rate, and historical deferred tax assets subject to the agreement. There we re no r emeasurement adjustments or payments made under the TRA during the three and nine months ended September 30, 2022. We made a remeasurement adjustment of $4.5 million and payment of $0.7 million during the three and nine months ended September 30, 2021. In May 2020, we entered into an interest rate swap agreement to manage our interest rate exposure. For additional information on the in terest swap agreement, see Note 8 , Long-Term Debt. The carrying value of interest rate swap contracts is at fair value, which is determined based on current interest rate and forward interest rates as of the balance sheet date and is classified within Level 2. In January 2022, a $0.5 million earn-out payment was made to the previous owners of a surgical laser equipment solutions company, in which we acquired assets on December 11, 2020, based on achievement of certain revenue results. During the three months ended June 30, 2022, we completed the acquisition of several small surgical equipment repair companies and as a result, have accrued $3.6 million as of September 30, 2022 for future earn-out payments contingent upon achievement of certain revenue results. Fair Value of Other Financial Instruments The Company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The fair value of our outstanding First Lien Term Loan (as defined in Note 8 , Long-Term Debt) as of September 30, 2022 and December 31, 2021, is based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately: September 30, 2022 December 31, 2021 (in thousands) Carrying Fair Carrying Fair First Lien Term Loan (1) $ 1,045,443 $ 1,027,833 $ 1,167,649 $ 1,174,871 ________________________ (1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $8.6 and $10.4 million and unamortized debt discount of $2.8 and $5.0 million as of September 30, 2022 and December 31, 2021, respectively.

Selected Financial Statement In

Selected Financial Statement Information	9 Months Ended
	Sep. 30, 2022
Selected Financial Statement Information
Selected Financial Statement Information	Selected Financial Statement Information Property and Equipment Our Property and Equipment is grouped into Medical Equipment and Property and Office Equipment. Depreciation of medical equipment is provided on the straight-line method over the equipment’s estimated useful life, generally five Property and office equipment includes property, leasehold improvements and office equipment. Depreciation and amortization of property and office equipment is provided on the straight-line method over the lesser of the remaining useful life or lease term for leasehold improvements and three . (in thousands) September 30, December 31, Medical equipment $ 380,107 $ 359,284 Less: Accumulated depreciation (238,073) (209,516) Medical equipment, net 142,034 149,768 Leasehold improvements 48,413 39,026 Office equipment and vehicles 153,721 135,643 202,134 174,669 Less: Accumulated depreciation (90,529) (66,067) Property and office equipment, net 111,605 108,602 Total property and equipment, net $ 253,639 $ 258,370 Depreciation expense rec ognized during the three months ended September 30, 2022 and 2021 was $19.1 and $25.4 million, respectively. Depreciation expense recognized during the nine months ended September 30, 2022 and 2021 was $65.5 and $78.2 million, respecti vely. There we re no im pairment charges on property and equipment during the three and nine months ended September 30, 2022 and 2021. Goodwill and Other Intangible Assets Our goodwill as of September 30, 2022 and December 31, 2021 consists of the following: (in thousands) Balance at December 31, 2021 $ 1,213,121 Acquisitions 5,208 Balance at September 30, 2022 $ 1,218,329 There were no impairment losses recorded on goodwill through September 30, 2022. Our other intangible assets as of September 30, 2022 and December 31, 2021 consist of the following: September 30, 2022 (in thousands) Gross Accumulated Net Finite-life intangibles Customer relationship $ 756,889 $ (255,295) $ 501,594 Non-compete agreements 5,235 (4,835) 400 Trade names 7,806 (2,488) 5,318 Developed technology 2,300 (843) 1,457 Total other intangible assets $ 772,230 $ (263,461) $ 508,769 December 31, 2021 (in thousands) Gross Accumulated Net Finite-life intangibles Customer relationship $ 756,889 $ (194,312) $ 562,577 Non-compete agreements 14,613 (13,222) 1,391 Trade names 9,179 (2,230) 6,949 Developed technology 2,300 (58) 2,242 Total other intangible assets $ 782,981 $ (209,822) $ 573,159 Our other intangible assets are amortized over their estimated economic lives of three Total amortization expense related to intangi ble assets was $21.7 and $20.6 million for the three months ended September 30, 2022 and 2021, respectively, and $64.4 and $57.7 million for the nine months ended September 30, 2022 and 2021, respectively. There were no impairment charges during the three and nine months ended September 30, 2022 and 2021 with respect to other intangible assets. The estimated future amortization expense for identifiable intangible assets during the remainder of 2022 and the next five years is as follows: (in thousands) Remainder of 2022 $ 21,574 2023 79,108 2024 68,604 2025 62,242 2026 55,870 2027 49,516 Supplementary Cash Flow Information Supplementary cash flow information is as follows: September 30, (in thousands) 2022 2021 Non-cash activities: Property and equipment purchases included in accounts payable (at end of period) $ 2,976 $ 1,927 Finance lease assets and liability additions 4,104 6,795 Operating lease right-of-use assets and operating lease liability additions 19,580 9,731 Issuance of common stock related to acquisition — 11,300

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
Share-Based Compensation	Share-Based Compensation The 2018 Omnibus Incentive Plan (“2018 Plan”) provides for the issuance of 16.7 million nonqualified stock options, restricted stock units and performance restricted stock units to any of the Company’s executives, other key employees and certain non-employee directors. The stock options allow for the purchase of shares of common stock of the Company at prices equal to the stock’s fair market value at the d ate of grant. Options granted have a ten-year contractual term and vest over one one The shares issued to a grantee upon the exercise of such grantee’s options will be subject to certain restrictions on transferability as provided in the 2018 Plan. Grantees are subject to non-competition, non-solicitation and confidentiality requirements as set forth in their respective stock option grant agreements. Forfeited options, restricted stock units and performance restricted stock units are available for future issue. We determine the fair value of stock options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as an expense on a straight-line basis over the options’ expected vesting periods. The fair value of the market based performance restricted stock units is estimated at the grant date using a Monte-Carlo simulation model which included the following assumptions: Risk-free interest rate 1.65 Expected dividend yield — % Average expected volatility of the peer companies in the S&P Index 52.1 % Expected volatility of the Company (1) 52.5 % Expected term 2.83 ____________________ (1) Expected volatility of the Company was calculated using a weighted-average of historical data available (0.85 years) and the remaining weight split equally among guideline public companies. In connection with our IPO, we granted certain of our employees, including our named executive officers, restricted stock units, performance restricted stock units, and stock options under the 2018 Plan with respect to approximately 1.6 million shares of the Company’s common stock. A total of 2.0 million shares of our common stock are reserved for issuance under our Employee Stock Purchase Plan ("ESPP"). Employees are permitted to purchase the Company’s common stock at 85% of market value at the end of the six-month offering period ending on April 30 and October 31 each year. 0.1 million shares were issued under the ESPP as of September 30, 2022. The Company recognizes share-based compensation expense for the discount received by participating employees. The Company recognized $0.1 and $0.5 million share-based compensation expense for the discount received by participating employees for the three and nine months ended September 30, 2022. Re maining authorized options, restricted stock units and performance restricted stock units available for future issuance were 7.4 million sha res at September 30, 2022.

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt Long-term debt consists of the following: (in thousands) September 30, December 31, Revolving Loan $ — $ — First Lien Term Loan 1,056,898 1,183,071 Finance lease liability 23,876 26,621 1,080,774 1,209,692 Less: unamortized deferred financing costs and debt discount (12,844) (17,190) 1,067,930 1,192,502 Less: Current portion of long-term debt (17,642) (17,534) Total long-term debt $ 1,050,288 $ 1,174,968 We are party to a seven-year senior secured delayed draw term loan facility due January 2026 which, as amended, provides an aggregate principal amount of $1.285 billion in borrowing capacity (the “First Lien Term Loan”). We also have access to a senior secured revolving credit facility due January 2026 in an aggregate principal amount of $250 million (the “Revolving Loan”). During the nine months ended September 30, 2022, we prepaid $119.1 million of the borrowings under the First Lien Term Loan which resulted in a loss on extinguishment of $1.4 million. Additional information regarding our indebtedness arrangements can be found within the notes to our consolidated financial statements in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Interest Rate Swap. In May 2020, we entered into an interest rate swap agreement for a total notional amount of $500.0 million, which has the effect of converting a portion of our First Lien Term Loan to fixed interest rates. The effective date for the interest rate swap agreement was June 2020 and the expiration date is June 2023. The interest rate swap agreement qualifies for cash flow hedge accounting under ASC Topic 815, “Derivatives and Hedging.” Both at inception and on an on-going basis, we must perform an effectiveness test. The fair value of the interest rate swap agreement at September 30, 2022 was $12.8 million all of which is included in other current assets on our consolidated balance sheet. The change in fair value was recorded as a component of accumulated other comprehensive income on our consolidated balance sheet, net of tax, since the instrument was determined to be an effective hedge at September 30, 2022. We have not recorded any amounts due to ineffectiveness for any periods presented. As a result of our interest rate swap agreement, we expect the effective interest rate on $350.0 million and $150.0 million of our First Lien Term Loan to be 0.3396% and 0.3290%, respectively, plus the Applicable Margin through June 2023. We were in compliance with all financial debt covenants for all periods presented.

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	Leases We lease facilities under operating lease agreements, which include both monthly and longer-term arrangements. Our finance leases consist primarily of leased vehicles. The lease assets and liabilities are as follows: (in thousands) September 30, December 31, Lease Assets Classification Operating lease assets Operating lease right-of-use assets $ 82,838 $ 80,676 Finance lease assets Property and equipment (1) 23,485 26,098 Total leased assets $ 106,323 $ 106,774 Lease Liabilities Current: Operating Current portion of operating lease liability $ 23,438 $ 22,826 Finance Current portion of long-term debt 8,244 8,136 Noncurrent: Operating Operating lease liability, less current portion 70,259 63,241 Finance Long-term debt, less current portion 15,632 18,485 Total lease liabilities $ 117,573 $ 112,688 ____________________ (1) Finance lease assets are recorded net of accumulated depreciation of $27.5 and $20.4 million as of September 30, 2022 and December 31, 2021, respectively. The lease cost for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Lease Cost Finance lease cost: Amortization of right-of-use assets $ 2,157 $ 2,115 $ 6,501 $ 6,493 Interest on lease liabilities 216 179 599 557 Operating lease cost 7,270 5,074 21,765 14,150 Short-term lease cost 222 239 752 575 Variable lease cost 1,629 1,472 4,739 4,247 Total lease cost $ 11,494 $ 9,079 $ 34,356 $ 26,022 The maturity of lease liabilities at September 30, 2022 was as follows: (in thousands) Operating Finance Total 2022 remaining $ 6,527 $ 2,770 $ 9,297 2023 24,675 8,072 32,747 2024 21,696 5,275 26,971 2025 17,639 3,453 21,092 2026 13,272 2,277 15,549 Thereafter 15,295 4,316 19,611 Total lease payments $ 99,104 $ 26,163 $ 125,267 Less: Interest 5,407 2,287 7,694 Present value of lease liabilities $ 93,697 $ 23,876 $ 117,573 The lease term and discount rate at September 30, 2022 were as follows: September 30, Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 5.0 Finance leases 2.2 Weighted-average discount rate Operating leases 2.3 % Finance leases 2.2 % Other information related to cash paid related to lease liabilities and lease assets obtained for the nine months ended September 30, 2022 and 2021 was as follows: Nine Months Ended (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases $ 599 $ 557 Operating cash flows for operating leases 19,262 13,362 Financing cash flows for finance leases 6,676 6,721 Lease asset obtained in exchange for new finance lease liabilities 4,104 6,795 Lease asset obtained in exchange for new operating lease liabilities 19,580 9,731
Leases	Leases We lease facilities under operating lease agreements, which include both monthly and longer-term arrangements. Our finance leases consist primarily of leased vehicles. The lease assets and liabilities are as follows: (in thousands) September 30, December 31, Lease Assets Classification Operating lease assets Operating lease right-of-use assets $ 82,838 $ 80,676 Finance lease assets Property and equipment (1) 23,485 26,098 Total leased assets $ 106,323 $ 106,774 Lease Liabilities Current: Operating Current portion of operating lease liability $ 23,438 $ 22,826 Finance Current portion of long-term debt 8,244 8,136 Noncurrent: Operating Operating lease liability, less current portion 70,259 63,241 Finance Long-term debt, less current portion 15,632 18,485 Total lease liabilities $ 117,573 $ 112,688 ____________________ (1) Finance lease assets are recorded net of accumulated depreciation of $27.5 and $20.4 million as of September 30, 2022 and December 31, 2021, respectively. The lease cost for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Lease Cost Finance lease cost: Amortization of right-of-use assets $ 2,157 $ 2,115 $ 6,501 $ 6,493 Interest on lease liabilities 216 179 599 557 Operating lease cost 7,270 5,074 21,765 14,150 Short-term lease cost 222 239 752 575 Variable lease cost 1,629 1,472 4,739 4,247 Total lease cost $ 11,494 $ 9,079 $ 34,356 $ 26,022 The maturity of lease liabilities at September 30, 2022 was as follows: (in thousands) Operating Finance Total 2022 remaining $ 6,527 $ 2,770 $ 9,297 2023 24,675 8,072 32,747 2024 21,696 5,275 26,971 2025 17,639 3,453 21,092 2026 13,272 2,277 15,549 Thereafter 15,295 4,316 19,611 Total lease payments $ 99,104 $ 26,163 $ 125,267 Less: Interest 5,407 2,287 7,694 Present value of lease liabilities $ 93,697 $ 23,876 $ 117,573 The lease term and discount rate at September 30, 2022 were as follows: September 30, Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 5.0 Finance leases 2.2 Weighted-average discount rate Operating leases 2.3 % Finance leases 2.2 % Other information related to cash paid related to lease liabilities and lease assets obtained for the nine months ended September 30, 2022 and 2021 was as follows: Nine Months Ended (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases $ 599 $ 557 Operating cash flows for operating leases 19,262 13,362 Financing cash flows for finance leases 6,676 6,721 Lease asset obtained in exchange for new finance lease liabilities 4,104 6,795 Lease asset obtained in exchange for new operating lease liabilities 19,580 9,731

Dividend

Dividend	9 Months Ended
	Sep. 30, 2022
Dividends [Abstract]
Dividend	Dividend In November 2019, the Company declared a $2.23 dividend per share that was paid to holders of common stock and is paid upon vesting to holders of restricted stock units and performance restricted stock units. An immaterial amount of dividends were paid during the three months ended September 30, 2022 and 2021. Dividends paid during both the nine months ended September 30, 2022 and 2021 were $0.9 million. Dividends payable was $0.3 million as of September 30, 2022, all of which was included in accounts payable, and $1.2 million as of December 31, 2021, of which $0.9 million was included in accounts payable and $0.3 million was included in other long-term liabilities.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe Company, in the ordinary course of business, is subject to liability claims related to employees and the equipment that it rents and services. Asserted claims are subject to many uncertainties and the outcome of individual matters is not predictable. For certain claims where the loss is probable, a provision is recorded based on the Company’s best estimate. While the ultimate resolution of these actions may have an impact on the Company’s financial results for a particular reporting period, management believes that any such resolution would not have a material adverse effect on the financial position, results of operations or cash flows of the Company and the chance of a negative outcome on outstanding litigation is considered remote.

Related Party Transaction

Related Party Transaction	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transaction	Related Party TransactionSince January 2019, we have been controlled by THL Agiliti LLC, an affiliate of Thomas H. Lee Partners, L.P., our principal stockholder. On January 4, 2019, the Company entered into an advisory services agreement (the “Advisory Services Agreement”) with Agiliti Holdco, Inc., Agiliti Health, Inc. and THL Managers VIII, LLC (the “Advisor”). Pursuant to the Advisory Services Agreement, the Advisor provided management, consulting and other advisory services to the Company. In consideration for these services, the Company paid to the Advisor (i) a non-refundable periodic retainer fee in an aggregate amount per fiscal quarter equal to the greater of (a) $375,000 or (b) 1% of the consolidated Adjusted EBITDA (as defined in the Advisory Services Agreement) for the immediately preceding fiscal quarter or such other amount as may be mutually agreed, with the first such payment to be made on April 15, 2019, (ii) fees in amounts to be mutually agreed upon in connection with any financing or refinancing, dividend, recapitalization, acquisition, disposition and spin-off or split-off transaction, (iii) in the case of an initial public offering (“IPO”), in addition to the fees under clauses (i) and (ii), an amount equal to the net present value of the higher periodic fee that would have been payable from the date of such IPO until the scheduled termination date of the Advisory Services Agreement, and (iv) fees for other management, consulting and other advisory services to be discussed in good faith among the parties. The companies also paid expenses incurred by the Advisor, its consultants and certain other parties affiliated with Advisor. Total professional services fees incurred to the Advisor were $0 and $0.6 million for the three and nine months ended September 30, 2021. The Advisory Services Agreement was terminated upon the completion of the IPO. In connection with the termination of the Advisory Services Agreement, we were required to pay to the Advisor a buyout fee of approximately $7.0 million, which was expensed immediately in the second quarter of 2021.

Employee Benefit Plans

Employee Benefit Plans	9 Months Ended
	Sep. 30, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Pension plan benefits are to be paid to eligible employees after retirement based primarily on years of credited service and participants’ compensation. The Company uses a December 31 measurement date. Effective December 31, 2002, the Company froze the benefits under the pension plan. The components of net periodic benefit cost are as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Interest cost $ 212 $ 196 $ 635 $ 589 Expected return on plan assets (285) (276) (854) (830) Recognized net actuarial loss — 73 — 219 Net periodic benefit cost $ (73) $ (7) $ (219) $ (22) The Company made $0.7 million of contributions to the pension plan during the nine months ended September 30, 2022. The Company does not expect to make any additional contributions for the remainder of 2022.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three and nine months ended September 30, 2022, the Company recorded income tax benefit of $10.9 and $5.7 million, respectively. For t he three and nine mo nths ended September 30, 2021, the Company recorded income tax expense of $7.9 and $13.8 million, respectively. The income tax benefit for the three months ended September 30, 2022 was primarily due to the release of the reserve related to the Sizewise Acquisition offset by the tax-effect of pre-tax income from operations. The income tax benefit for the nine months ended September 30, 2022 was primarily due to the release of the reserve related to the Sizewise Acquisition and benefit from stock options and stock compensation offset by the effect of pre-tax income from operations plus addbacks for non-deductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m). The income tax expense for the three and nine months ended September 30, 2021 is primarily due to the tax-effect of pre-tax income from operations plus addbacks for non-deductible transaction costs, non-deductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. During the nine months ended September 30, 2022 , gross unrecognized tax benefits decreased by $8.7 million to $1.3 million. Pursuant to the receipt of a Private Letter Ruling from the IRS during the three months ended September 30, 2022, we released the reserve assumed from the Sizewise Acquisition. The exposure was covered by an indemnification agreement with the seller, so the release resulted in a tax benefit and indemnification expense for the same amount. We do not currently expect any additional significant changes in the amount of unrecognized tax benefits during the next twelve months. We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. We have no accrued interest and penalties as of September 30, 2022 and $3.2 million as of December 31, 2021. The decrease in accrued interest and penalties is due to the reserve release noted above. During the three months ended September 30, 2022 , the Inflation Reduction Act (“IRA”) was signed into law. The IRA introduces a Corporate Alternative Minimum Tax beginning in 2023 and an excise tax on the repurchase of corporate stock starting after January 1, 2023. We do not currently expect the IRA to have a material impact on our financial results. We will continue to monitor and assess the impact the IRA may have on our business and financial results.

Concentration

Concentration	9 Months Ended
	Sep. 30, 2022
Risks and Uncertainties [Abstract]
Concentration	Concentration For the three and nine months ended September 30, 2022, respectively, approximately 10.4% and 10.8% of total revenue related to various contracts with the U.S. Department of Health and Human Services ( “ HHS ” ) and the Assistant Secretary of Preparedness and Response ( “ ASPR ” ). On February 28, 2022, the Company entered into a new 12-month sole source agreement (the “Agreement”) with HHS and ASPR to provide comprehensive ventilator and powered air purifying respirator (“PAPR”) systems management and maintenance services in connection with ongoing support and maintenance of the national stockpile. This Agreement replaces the Company’s prior agreements with HHS/ASPR that ran from July 21, 2020, to February 27, 2022, and is comprised of an initial 6-month base term, running from the period of February 28, 2022, to August 27, 2022, with a 6-month option term that will expire February 27, 2023.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Basic weighted average shares outstanding 133,212,218 130,380,551 132,313,218 117,578,750 Net effect of dilutive stock awards based upon the treasury stock method 5,850,595 8,109,975 5,929,662 7,936,250 Dilutive weighted average shares outstanding 139,062,813 138,490,526 138,242,880 125,515,000 Basic earnings per share $ 0.01 $ 0.07 $ 0.20 $ 0.12 Diluted earnings per share $ 0.01 $ 0.07 $ 0.19 $ 0.11 Anti-dilutive share-based awards excluded from the calculation of dilutive earnings per share 9,203 — 9,203 —

Recent Accounting Pronounceme_2

Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Standard Adopted and Standards Not Yet Adopted	Standards Adopted No recent accounting pronouncements have been issued or adopted since those discussed in the 2021 Form 10-K Report that are of material significance, or have potential material significance, to the Company. Standards Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08 Business Combinations (Topic 805)-Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination. The amendments in this ASU require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted. We will continue to evaluate ASU 2021-08, but do not expect the adoption will have a material impact on our consolidated financial statements. In September 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Summary of revenue disaggregated	In the following table, revenue is disaggregated by service solution: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Equipment Solutions $ 103,103 $ 77,707 $ 331,810 $ 232,319 Clinical Engineering 103,639 111,614 310,850 287,860 Onsite Managed Services 64,443 73,103 196,953 228,033 Total revenue $ 271,185 $ 262,424 $ 839,613 $ 748,212

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2022
Acquisitions
Summary of pro forma information	The following unaudited pro forma consolidated results of operations assume the Sizewise and Northfield acquisitions had occurred on January 1, 2021. The unaudited pro forma consolidated financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually closed on that date, nor the results that may be obtained in the future: Three Months Ended Nine Months Ended (unaudited, in thousands) 2022 2021 2022 2021 Revenue $ 271,185 $ 303,028 $ 839,613 $ 895,994 Net income attributable to Agiliti, Inc. and Subsidiaries 1,951 10,670 26,841 21,623
Sizewise Acquisition
Acquisitions
Schedule of the fair values of the assets acquired and liabilities assumed at the acquisition date	The following summarizes the fair values of assets acquired and liabilities assumed at the date of the Sizewise Acquisition within our consolidated balance sheet as of December 31, 2021: (in thousands) Cash $ 9,977 Accounts receivable 31,005 Inventories 27,911 Other current assets 2,968 Property and equipment 59,042 Goodwill 87,867 Operating lease right-of-use assets 16,754 Other intangibles 67,700 Other long-term assets 10,368 Accounts payable (3,362) Accrued compensation (12,576) Other accrued expenses (4,525) Operating lease liability (16,953) Other long-term liabilities (9,924) Deferred income taxes (31,470) Total purchase price $ 234,782
Northfield Acquisition
Acquisitions
Schedule of the fair values of the assets acquired and liabilities assumed at the acquisition date	The following summarizes the fair values of assets acquired and liabilities assumed at the date of the Northfield Acquisition within our consolidated balance sheet as of December 31, 2021: (in thousands) Cash $ 10,767 Accounts receivable 16,786 Inventories 5,810 Other current assets 502 Property and equipment 11,713 Goodwill 306,678 Operating lease right-of-use assets 4,815 Other intangibles 183,700 Accounts payable (7,412) Accrued compensation (7,948) Other accrued expenses (9,620) Finance lease liability (2,340) Operating lease liability (5,025) Other long-term liabilities (837) Deferred income taxes (35,324) Total purchase price $ 472,265

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value of assets and liabilities measured on a recurring basis	Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 are summarized in the following tables by type of inputs applicable to the fair value measurements: Fair Value at September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ 2,449 $ — $ — $ 2,449 Interest rate swap — 12,780 — 12,780 Total Assets $ 2,449 $ 12,780 $ — $ 15,229 Liabilities: Contingent consideration $ — $ — $ 3,649 $ 3,649 Obligation under tax receivable agreement — — 40,517 40,517 Deferred compensation liabilities 2,449 — — 2,449 Total Liabilities $ 2,449 $ — $ 44,166 $ 46,615 Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ 2,452 $ — $ — $ 2,452 Interest rate swap — 2,093 — 2,093 Total Assets $ 2,452 $ 2,093 $ — $ 4,545 Liabilities: Contingent consideration $ — $ — $ 500 $ 500 Obligation under tax receivable agreement — — 39,880 39,880 Deferred compensation liabilities 2,452 — — 2,452 Total Liabilities $ 2,452 $ — $ 40,380 $ 42,832
Schedule of carrying value and fair value of long term debt	The fair value of our outstanding First Lien Term Loan (as defined in Note 8 , Long-Term Debt) as of September 30, 2022 and December 31, 2021, is based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately: September 30, 2022 December 31, 2021 (in thousands) Carrying Fair Carrying Fair First Lien Term Loan (1) $ 1,045,443 $ 1,027,833 $ 1,167,649 $ 1,174,871 ________________________ (1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $8.6 and $10.4 million and unamortized debt discount of $2.8 and $5.0 million as of September 30, 2022 and December 31, 2021, respectively.

Selected Financial Statement _2

Selected Financial Statement Information (Tables)	9 Months Ended
	Sep. 30, 2022
Selected Financial Statement Information
Schedule of property and equipment	(in thousands) September 30, December 31, Medical equipment $ 380,107 $ 359,284 Less: Accumulated depreciation (238,073) (209,516) Medical equipment, net 142,034 149,768 Leasehold improvements 48,413 39,026 Office equipment and vehicles 153,721 135,643 202,134 174,669 Less: Accumulated depreciation (90,529) (66,067) Property and office equipment, net 111,605 108,602 Total property and equipment, net $ 253,639 $ 258,370
Schedule of goodwill	Our goodwill as of September 30, 2022 and December 31, 2021 consists of the following: (in thousands) Balance at December 31, 2021 $ 1,213,121 Acquisitions 5,208 Balance at September 30, 2022 $ 1,218,329
Schedule of other intangible assets	Our other intangible assets as of September 30, 2022 and December 31, 2021 consist of the following: September 30, 2022 (in thousands) Gross Accumulated Net Finite-life intangibles Customer relationship $ 756,889 $ (255,295) $ 501,594 Non-compete agreements 5,235 (4,835) 400 Trade names 7,806 (2,488) 5,318 Developed technology 2,300 (843) 1,457 Total other intangible assets $ 772,230 $ (263,461) $ 508,769 December 31, 2021 (in thousands) Gross Accumulated Net Finite-life intangibles Customer relationship $ 756,889 $ (194,312) $ 562,577 Non-compete agreements 14,613 (13,222) 1,391 Trade names 9,179 (2,230) 6,949 Developed technology 2,300 (58) 2,242 Total other intangible assets $ 782,981 $ (209,822) $ 573,159
Schedule of estimated future amortization expense for identifiable intangible assets	The estimated future amortization expense for identifiable intangible assets during the remainder of 2022 and the next five years is as follows: (in thousands) Remainder of 2022 $ 21,574 2023 79,108 2024 68,604 2025 62,242 2026 55,870 2027 49,516
Summary of supplementary cash flow information	Supplementary cash flow information is as follows: September 30, (in thousands) 2022 2021 Non-cash activities: Property and equipment purchases included in accounts payable (at end of period) $ 2,976 $ 1,927 Finance lease assets and liability additions 4,104 6,795 Operating lease right-of-use assets and operating lease liability additions 19,580 9,731 Issuance of common stock related to acquisition — 11,300

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
Fair Value Measurement Inputs and Valuation Techniques	The fair value of the market based performance restricted stock units is estimated at the grant date using a Monte-Carlo simulation model which included the following assumptions: Risk-free interest rate 1.65 Expected dividend yield — % Average expected volatility of the peer companies in the S&P Index 52.1 % Expected volatility of the Company (1) 52.5 % Expected term 2.83 ____________________ (1) Expected volatility of the Company was calculated using a weighted-average of historical data available (0.85 years) and the remaining weight split equally among guideline public companies.

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consists of the following: (in thousands) September 30, December 31, Revolving Loan $ — $ — First Lien Term Loan 1,056,898 1,183,071 Finance lease liability 23,876 26,621 1,080,774 1,209,692 Less: unamortized deferred financing costs and debt discount (12,844) (17,190) 1,067,930 1,192,502 Less: Current portion of long-term debt (17,642) (17,534) Total long-term debt $ 1,050,288 $ 1,174,968

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Summary of lease assets and liabilities	The lease assets and liabilities are as follows: (in thousands) September 30, December 31, Lease Assets Classification Operating lease assets Operating lease right-of-use assets $ 82,838 $ 80,676 Finance lease assets Property and equipment (1) 23,485 26,098 Total leased assets $ 106,323 $ 106,774 Lease Liabilities Current: Operating Current portion of operating lease liability $ 23,438 $ 22,826 Finance Current portion of long-term debt 8,244 8,136 Noncurrent: Operating Operating lease liability, less current portion 70,259 63,241 Finance Long-term debt, less current portion 15,632 18,485 Total lease liabilities $ 117,573 $ 112,688 ____________________ (1) Finance lease assets are recorded net of accumulated depreciation of $27.5 and $20.4 million as of September 30, 2022 and December 31, 2021, respectively.
Summary of lease cost	The lease cost for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Lease Cost Finance lease cost: Amortization of right-of-use assets $ 2,157 $ 2,115 $ 6,501 $ 6,493 Interest on lease liabilities 216 179 599 557 Operating lease cost 7,270 5,074 21,765 14,150 Short-term lease cost 222 239 752 575 Variable lease cost 1,629 1,472 4,739 4,247 Total lease cost $ 11,494 $ 9,079 $ 34,356 $ 26,022
Summary of maturity of lease liabilities	The maturity of lease liabilities at September 30, 2022 was as follows: (in thousands) Operating Finance Total 2022 remaining $ 6,527 $ 2,770 $ 9,297 2023 24,675 8,072 32,747 2024 21,696 5,275 26,971 2025 17,639 3,453 21,092 2026 13,272 2,277 15,549 Thereafter 15,295 4,316 19,611 Total lease payments $ 99,104 $ 26,163 $ 125,267 Less: Interest 5,407 2,287 7,694 Present value of lease liabilities $ 93,697 $ 23,876 $ 117,573
Summary of lease term and discount rate	The lease term and discount rate at September 30, 2022 were as follows: September 30, Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 5.0 Finance leases 2.2 Weighted-average discount rate Operating leases 2.3 % Finance leases 2.2 %
Summary of additional information of leases	Other information related to cash paid related to lease liabilities and lease assets obtained for the nine months ended September 30, 2022 and 2021 was as follows: Nine Months Ended (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases $ 599 $ 557 Operating cash flows for operating leases 19,262 13,362 Financing cash flows for finance leases 6,676 6,721 Lease asset obtained in exchange for new finance lease liabilities 4,104 6,795 Lease asset obtained in exchange for new operating lease liabilities 19,580 9,731

Employee Benefit Plans (Tables)

Employee Benefit Plans (Tables)	9 Months Ended
	Sep. 30, 2022
Retirement Benefits [Abstract]
Schedule of components of net periodic pension costs	The components of net periodic benefit cost are as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Interest cost $ 212 $ 196 $ 635 $ 589 Expected return on plan assets (285) (276) (854) (830) Recognized net actuarial loss — 73 — 219 Net periodic benefit cost $ (73) $ (7) $ (219) $ (22)

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Summary of earnings per share, basic and diluted	The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Basic weighted average shares outstanding 133,212,218 130,380,551 132,313,218 117,578,750 Net effect of dilutive stock awards based upon the treasury stock method 5,850,595 8,109,975 5,929,662 7,936,250 Dilutive weighted average shares outstanding 139,062,813 138,490,526 138,242,880 125,515,000 Basic earnings per share $ 0.01 $ 0.07 $ 0.20 $ 0.12 Diluted earnings per share $ 0.01 $ 0.07 $ 0.19 $ 0.11 Anti-dilutive share-based awards excluded from the calculation of dilutive earnings per share 9,203 — 9,203 —

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Schedule of Equity Method Investments [Line Items]
Tax benefit from uncertain tax positions	$ 11,900			$ 11,900
Depreciation	19,100	$ 25,400		65,502	$ 78,249
Net income	$ 1,951	$ 9,668		$ 26,841	$ 14,023
Basic income per share (in dollars per share)	$ 10,000	$ 0.07		$ 200,000	$ 0.12
Diluted income per share (in dollars per share)	$ 10,000	$ 0.07		$ 190,000	$ 0.11
Revision of Prior Period, Change in Accounting Principle, Adjustment
Schedule of Equity Method Investments [Line Items]
Depreciation	$ 3,800			$ 3,800
Net income	$ 2,800			$ 2,800
Basic income per share (in dollars per share)	$ 0.02			$ 0.02
Diluted income per share (in dollars per share)	$ 0.02			$ 0.02
Medical Equipment | Minimum
Schedule of Equity Method Investments [Line Items]
Estimated useful life	5 years		4 years	5 years
Medical Equipment | Maximum
Schedule of Equity Method Investments [Line Items]
Estimated useful life	10 years		7 years	10 years
Federal Street Acquisition Corp
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	100%			100%
Agiliti Holdco Inc
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	100%			100%
Agiliti Health Inc
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	100%			100%
Agiliti Surgical Inc., Agiliti Imaging, Inc. Northfield Medical, Inc. and Sizewise Rentals, LLC
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	100%			100%

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenues by service solution
Total revenue	$ 271,185	$ 262,424	$ 839,613	$ 748,212
Contract asset	$ 18,100		$ 18,100		$ 15,900
Capitalized costs amortization period	5 years		5 years		5 years
Deferred revenue	$ 9,279		$ 9,279		$ 5,808
Deferred revenue recognized	700		2,200
Equipment Solutions
Revenues by service solution
Total revenue	103,103	77,707	331,810	232,319
Clinical Engineering
Revenues by service solution
Total revenue	103,639	111,614	310,850	287,860
Onsite Managed Services
Revenues by service solution
Total revenue	$ 64,443	$ 73,103	$ 196,953	$ 228,033

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($) $ in Millions			12 Months Ended
	Oct. 01, 2021	Mar. 19, 2021	Dec. 31, 2021
Sizewise Acquisition
Acquisitions
Total purchase price	$ 234.8
Northfield Acquisition
Acquisitions
Total purchase price		$ 472.3
Cash paid		461
Business combination, consideration through equity, value		$ 11.3
Business combination, consideration through equity, shares issued (in shares)		752,328
Decrease to accounts receivable			$ 0.2
Increase to goodwill			1.3
Increase to accounts payable			0.1
Increase to deferred income taxes			$ 1

Acquisitions - Fair Value of As

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Acquisitions
Goodwill	$ 1,218,329	$ 1,213,121
Sizewise Acquisition
Acquisitions
Cash		9,977
Accounts receivable		31,005
Inventories		27,911
Other current assets		2,968
Property and equipment		59,042
Goodwill		87,867
Operating lease right-of-use assets		16,754
Other intangibles		67,700
Other long-term assets		10,368
Accounts payable		(3,362)
Accrued compensation		(12,576)
Other accrued expenses		(4,525)
Operating lease liability		(16,953)
Other long-term liabilities		(9,924)
Deferred income taxes		(31,470)
Total purchase price		234,782
Northfield Acquisition
Acquisitions
Cash		10,767
Accounts receivable		16,786
Inventories		5,810
Other current assets		502
Property and equipment		11,713
Goodwill		306,678
Operating lease right-of-use assets		4,815
Other intangibles		183,700
Accounts payable		(7,412)
Accrued compensation		(7,948)
Other accrued expenses		(9,620)
Finance lease liability		(2,340)
Operating lease liability		(5,025)
Other long-term liabilities		(837)
Deferred income taxes		(35,324)
Total purchase price		$ 472,265

Acquisitions - Pro Forma Consol

Acquisitions - Pro Forma Consolidated Results of Operations (Details) - Northfield Acquisition - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Acquisitions
Revenue	$ 271,185	$ 303,028	$ 839,613	$ 895,994
Net income attributable to Agiliti, Inc. and Subsidiaries	$ 1,951	$ 10,670	$ 26,841	$ 21,623

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of fair value of assets and liabilities measured on a recurring basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets:
Deferred compensation assets	$ 2,449	$ 2,452
Interest rate swap	12,780	2,093
Total Assets	15,229	4,545
Liabilities:
Contingent consideration	3,649	500
Obligation under tax receivable agreement	40,517	39,880
Deferred compensation liabilities	2,449	2,452
Total Liabilities	46,615	42,832
Level 1
Assets:
Deferred compensation assets	2,449	2,452
Interest rate swap	0	0
Total Assets	2,449	2,452
Liabilities:
Contingent consideration	0	0
Obligation under tax receivable agreement	0	0
Deferred compensation liabilities	2,449	2,452
Total Liabilities	2,449	2,452
Level 2
Assets:
Deferred compensation assets	0	0
Interest rate swap	12,780	2,093
Total Assets	12,780	2,093
Liabilities:
Contingent consideration	0	0
Obligation under tax receivable agreement	0	0
Deferred compensation liabilities	0	0
Total Liabilities	0	0
Level 3
Assets:
Deferred compensation assets	0	0
Interest rate swap	0	0
Total Assets	0	0
Liabilities:
Contingent consideration	3,649	500
Obligation under tax receivable agreement	40,517	39,880
Deferred compensation liabilities	0	0
Total Liabilities	$ 44,166	$ 40,380

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair value measurements
Increase in liability due to remeasurement adjustment		$ 0	$ 4,500,000	$ 0	$ 4,500,000
Payments under tax receivable agreement		$ 0	$ 700,000	$ 0	$ 700,000
Surgical laser equipment service provider
Fair value measurements
Earn out payment	$ 500,000

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of carrying value and fair value of long term debt (Details) - First Lien Term Loan - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Long-Term Debt
Carrying Value	$ 1,045,443	$ 1,167,649
Fair Value	1,027,833	1,174,871
Unamortized deferred financing costs	8,600	10,400
Unamortized debt discount	$ 2,800	$ 5,000

Selected Financial Statement _3

Selected Financial Statement Information - Property and equipment (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property and Equipment
Medical equipment	$ 380,107,000			$ 380,107,000		$ 359,284,000
Less: Accumulated depreciation	(238,073,000)			(238,073,000)		(209,516,000)
Medical equipment, net	142,034,000			142,034,000		149,768,000
Property and office equipment	202,134,000			202,134,000		174,669,000
Less: Accumulated depreciation	(90,529,000)			(90,529,000)		(66,067,000)
Property and office equipment, net	111,605,000			111,605,000		108,602,000
Total property and equipment, net	253,639,000			253,639,000		258,370,000
Depreciation	19,100,000	$ 25,400,000		65,502,000	$ 78,249,000
Impairment charges on property and equipment	$ 0	$ 0		$ 0	$ 0
Medical Equipment | Maximum
Property and Equipment
Estimated useful life	10 years		7 years	10 years
Medical Equipment | Minimum
Property and Equipment
Estimated useful life	5 years		4 years	5 years
Office Equipment | Maximum
Property and Equipment
Estimated useful life				10 years
Office Equipment | Minimum
Property and Equipment
Estimated useful life				3 years
Leasehold improvements
Property and Equipment
Property and office equipment	$ 48,413,000			$ 48,413,000		39,026,000
Office equipment and vehicles
Property and Equipment
Property and office equipment	$ 153,721,000			$ 153,721,000		$ 135,643,000

Selected Financial Statement _4

Selected Financial Statement Information - Goodwill and Other Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill
Balance at the beginning of the period			$ 1,213,121,000
Acquisitions			5,208,000
Balance at the end of the period	$ 1,218,329,000		1,218,329,000
Impairment, goodwill			0
Other intangible assets
Gross	772,230,000		772,230,000		$ 782,981,000
Accumulated Amortization	(263,461,000)		(263,461,000)		(209,822,000)
Net	508,769,000		508,769,000		573,159,000
Total amortization expense	21,700,000	$ 20,600,000	64,400,000	$ 57,700,000
Intangible asset impairment charge	0	$ 0	$ 0	$ 0
Maximum
Other intangible assets
Estimated remaining useful life			15 years
Minimum
Other intangible assets
Estimated remaining useful life			3 years
Customer relationship
Other intangible assets
Gross	756,889,000		$ 756,889,000		756,889,000
Accumulated Amortization	(255,295,000)		(255,295,000)		(194,312,000)
Net	501,594,000		501,594,000		562,577,000
Non-compete agreements
Other intangible assets
Gross	5,235,000		5,235,000		14,613,000
Accumulated Amortization	(4,835,000)		(4,835,000)		(13,222,000)
Net	400,000		400,000		1,391,000
Trade names
Other intangible assets
Gross	7,806,000		7,806,000		9,179,000
Accumulated Amortization	(2,488,000)		(2,488,000)		(2,230,000)
Net	5,318,000		5,318,000		6,949,000
Developed technology
Other intangible assets
Gross	2,300,000		2,300,000		2,300,000
Accumulated Amortization	(843,000)		(843,000)		(58,000)
Net	$ 1,457,000		$ 1,457,000		$ 2,242,000

Selected Financial Statement _5

Selected Financial Statement Information - Future Estimated Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Future estimation amortization expense
Remainder of 2022	$ 21,574
2023	79,108
2024	68,604
2025	62,242
2026	55,870
2027	$ 49,516

Selected Financial Statement _6

Selected Financial Statement Information - Summary of Supplementary Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Selected Financial Statement Information
Property and equipment purchases included in accounts payable (at end of period)	$ 2,976	$ 1,927
Finance lease assets and liability additions	4,104	6,795
Operating lease right-of-use assets and operating lease liability additions	19,580	9,731
Issuance of common stock related to acquisition	$ 0	$ 11,300

Share-Based Compensation - Narr

Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions		3 Months Ended	9 Months Ended
	Apr. 27, 2021	Sep. 30, 2022	Sep. 30, 2022
Stock-based compensation
Number of stock, granted (in shares)	1,600,000
2018 Omnibus Incentive Plan
Stock-based compensation
Shares authorized under the plan (in shares)		16,700,000	16,700,000
Share-based compensation arrangement by share-based payment award, options, granted contractual term			10 years
Common shares reserved for future issuance (in shares)		7,400,000	7,400,000
Employee Stock Purchase Plan ("ESPP")
Stock-based compensation
Common shares reserved for future issuance (in shares)	2,000,000
Shares issued under ESPP (in shares)			100,000
Non-cash share-based compensation expense		$ 0.1	$ 0.5
Share-based Payment Arrangement, Option
Stock-based compensation
Percentage of shares to be purchased at market value	85%
Share-based Payment Arrangement, Option | 2018 Omnibus Incentive Plan | Maximum
Stock-based compensation
Award vesting period			4 years
Share-based Payment Arrangement, Option | 2018 Omnibus Incentive Plan | Minimum
Stock-based compensation
Award vesting period			1 year
Restricted Stock Units (RSUs) | 2018 Omnibus Incentive Plan | Maximum
Stock-based compensation
Award vesting period			4 years
Restricted Stock Units (RSUs) | 2018 Omnibus Incentive Plan | Minimum
Stock-based compensation
Award vesting period			1 year
Performance Restricted Stock Units | 2018 Omnibus Incentive Plan
Stock-based compensation
Award vesting period			3 years

Share-Based Compensation - Fair

Share-Based Compensation - Fair Value Assumptions (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2022
Stock-based compensation
Risk-free interest rate	165%
Expected dividend yield	0%
Average expected volatility of the peer companies in the S&P Index	52.10%
Expected volatility of the Company	52.50%
Expected term	2 years 9 months 29 days
Weighted-average of historical data available	10 months 6 days

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Long-Term Debt
Long-term debt, gross	$ 1,080,774	$ 1,209,692
Less: unamortized deferred financing costs and debt discount	(12,844)	(17,190)
Long-term debt	1,067,930	1,192,502
Less: Current portion of long-term debt	(17,642)	(17,534)
Total long-term debt	1,050,288	1,174,968
Revolving Loan
Long-Term Debt
Long-term debt, gross	0	0
First Lien Term Loan
Long-Term Debt
Long-term debt, gross	1,056,898	1,183,071
Finance Lease Liability
Long-Term Debt
Long-term debt, gross	$ 23,876	$ 26,621

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	May 31, 2020
Long-Term Debt
Proceeds under debt arrangements			$ 20,000	$ 233,052
Payments under debt arrangements			146,173	361,770
Loss on extinguishment of debt	$ 0	$ 0	1,418	$ 10,116
Interest Rate Swap
Long-Term Debt
Aggregate outstanding principal amount					$ 500,000
Interest Rate Swap | Other accrued expenses
Long-Term Debt
Interest rate swap	12,800		$ 12,800
First Lien Term Loan
Long-Term Debt
Debt instrument, term			7 years
Aggregate outstanding principal amount	1,285,000		$ 1,285,000
Payments under debt arrangements			119,100
Loss on extinguishment of debt			1,400
First Lien Term Loan | Interest Rate Swap | Debt One
Long-Term Debt
Aggregate outstanding principal amount	$ 350,000		$ 350,000
Interest rate at period end	0.3396%		0.3396%
First Lien Term Loan | Interest Rate Swap | Debt Two
Long-Term Debt
Aggregate outstanding principal amount	$ 150,000		$ 150,000
Interest rate at period end	0.329%		0.329%
Revolving Credit Facility | Revolving Loan
Long-Term Debt
Line of credit facility, maximum borrowing capacity	$ 250,000		$ 250,000

Leases - Summary of lease asset

Leases - Summary of lease assets and liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Lease Assets
Operating lease right-of-use assets	$ 82,838	$ 80,676
Finance lease assets	$ 23,485	$ 26,098
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Total leased assets	$ 106,323	$ 106,774
Current:
Operating	23,438	22,826
Finance	$ 8,244	$ 8,136
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Noncurrent:
Operating	$ 70,259	$ 63,241
Finance	$ 15,632	$ 18,485
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt, less current portion	Long-term debt, less current portion
Total lease liabilities	$ 117,573	$ 112,688

Leases - Accumulated depreciati

Leases - Accumulated depreciation (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Finance lease assets, accumulated depreciation	$ 27.5	$ 20.4

Leases - Summary of lease cost

Leases - Summary of lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Amortization of right-of-use assets	$ 2,157	$ 2,115	$ 6,501	$ 6,493
Interest on lease liabilities	216	179	599	557
Operating lease cost	7,270	5,074	21,765	14,150
Short-term lease cost	222	239	752	575
Variable lease cost	1,629	1,472	4,739	4,247
Total lease cost	$ 11,494	$ 9,079	$ 34,356	$ 26,022

Leases - Summary of maturity of

Leases - Summary of maturity of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating Leases
2022 remaining	$ 6,527
2023	24,675
2024	21,696
2025	17,639
2026	13,272
Thereafter	15,295
Total lease payments	99,104
Less: Interest	5,407
Present value of lease liabilities	93,697
Finance Leases
2022 remaining	2,770
2023	8,072
2024	5,275
2025	3,453
2026	2,277
Thereafter	4,316
Total lease payments	26,163
Less: Interest	2,287
Present value of lease liabilities	23,876
2022 remaining	9,297
2023	32,747
2024	26,971
2025	21,092
2026	15,549
Thereafter	19,611
Total lease payments	125,267
Less: Interest	7,694
Total lease liabilities	$ 117,573	$ 112,688

Leases - Summary of lease term

Leases - Summary of lease term and discount rate (Details)	Sep. 30, 2022
Weighted-average remaining lease term (years)
Operating leases	5 years
Finance leases	2 years 2 months 12 days
Weighted-average discount rate
Operating leases	2.30%
Finance leases	2.20%

Leases - Summary of additional

Leases - Summary of additional information of leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating cash flows for finance leases	$ 599	$ 557
Operating cash flows for operating leases	19,262	13,362
Financing cash flows for finance leases	6,676	6,721
Lease asset obtained in exchange for new finance lease liabilities	4,104	6,795
Lease asset obtained in exchange for new operating lease liabilities	$ 19,580	$ 9,731

Dividend (Details)

Dividend (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Nov. 30, 2019
Dividends Payable [Line Items]
Dividends payable, current	$ 300,000		$ 300,000
Dividend payable, current and noncurrent					$ 1,200,000
Accounts Payable
Dividends Payable [Line Items]
Dividend payable, current and noncurrent					900,000
Other Noncurrent Liabilities
Dividends Payable [Line Items]
Dividend payable, current and noncurrent					$ 300,000
Dividend Paid
Dividends Payable [Line Items]
Dividend amount	$ 0	$ 0	$ 900,000	$ 900,000
Restricted stock unit and Performance Restricted Stock Unit Holders
Dividends Payable [Line Items]
Dividend payable amount (in dollars per share)						$ 2.23

Related Party Transaction (Deta

Related Party Transaction (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 04, 2019	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Related Party Transaction
Buyout fee			$ 7,000
Advisory Services Agreement | Professional Service Fee
Related Party Transaction
Professional fees incurred		$ 0		$ 600
Minimum | Advisory Services Agreement
Related Party Transaction
Related party transaction retainer fees for services specified amount	$ 375
Related party transaction retainer fees for services as percentage of adjusted EBITDA	1%

Employee Benefit Plans (Details

Employee Benefit Plans (Details) - Pension Plan - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Periodic Benefit Cost
Interest cost	$ 212,000	$ 196,000	$ 635,000	$ 589,000
Expected return on plan assets	(285,000)	(276,000)	(854,000)	(830,000)
Recognized net actuarial loss	0	73,000	0	219,000
Net periodic benefit cost	(73,000)	$ (7,000)	(219,000)	$ (22,000)
Contributions
Employer contribution			700,000
Expected contribution for the remaining of 2022	$ 0		$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (10,879)	$ 7,943	$ (5,672)	$ 13,832
Tax benefit from uncertain tax positions	11,900		11,900
Unrecognized tax benefits, period decrease			8,700
Unrecognized tax benefits	1,300		1,300
Unrecognized tax benefits, accrued interest and penalties	$ 0		$ 0		$ 3,200

Concentration (Details)

Concentration (Details)			3 Months Ended	9 Months Ended
	Aug. 05, 2022	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2022
Concentration
Duration of contract	5 years
Sole Source Agreement | Health and Human Services And Assistant Secretary of Preparedness and Response
Concentration
Term of agreement		12 months
Initial base term		6 months
Option term		6 months
Sales | US Department Of Health and Human Services | Geographic Concentration Risk
Concentration
Concentration risk (as a percent)			10.40%	10.80%

Earnings Per Share - Summary of

Earnings Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Basic weighted average shares outstanding (in shares)	133,212,218	130,380,551	132,313,218	117,578,750
Net effect of dilutive stock awards based upon the treasury stock method (in shares)	5,850,595	8,109,975	5,929,662	7,936,250
Dilutive weighted average shares outstanding (in shares)	139,062,813	138,490,526	138,242,880	125,515,000
Basic earnings per share (in dollars per share)	$ 10,000	$ 0.07	$ 200,000	$ 0.12
Diluted earnings per share (in dollars per share)	$ 10,000	$ 0.07	$ 190,000	$ 0.11
Anti-dilutive share-based awards excluded from the calculation of dilutive earnings per share (in shares)	9,203	0	9,203	0