AdaptHealth Corp. (AHCO)
SIC breadcrumb: Services > SIC Major Group 80 > SIC 8082 Services-Home Health Care Services
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1725255. Latest filing source: 0001628280-26-011213.
Informational only - descriptive public-record data, not investment advice.
Business
Read AHCO's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read AHCO's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 3,244,857,000 | USD | 2025 | 2026-02-24 |
| Net income | -70,794,000 | USD | 2025 | 2026-02-24 |
| Assets | 4,316,577,000 | USD | 2025 | 2026-02-24 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001725255.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Revenue | 345,278,337 | 529,644,000 | 1,056,389,000 | 2,454,535,000 | 2,970,595,000 | 3,200,177,000 | 3,260,975,000 | 3,244,857,000 | |
| Net income | 23,260,347 | -21,341,000 | -161,632,000 | 156,175,000 | 69,316,000 | -678,895,000 | 90,422,000 | -70,794,000 | |
| Operating income | 31,091,074 | 29,378,000 | 71,346,000 | 225,605,000 | 190,411,000 | -598,401,000 | 263,732,000 | 90,873,000 | |
| Diluted EPS | -0.95 | -3.08 | 0.67 | 0.33 | -5.31 | 0.61 | -0.52 | ||
| Operating cash flow | 68,426,808 | 60,418,000 | 195,634,000 | 275,679,000 | 373,867,000 | 480,666,000 | 541,839,000 | 601,771,000 | |
| Capital expenditures | 9,949,930 | 21,332,000 | 39,755,000 | 203,308,000 | 391,423,000 | 337,463,000 | 306,055,000 | 382,388,000 | |
| Share buybacks | 20,000,000 | 0.00 | 0.00 | 13,992,000 | 29,275,000 | 0.00 | 0.00 | ||
| Assets | 310,616 | 368,956,633 | 546,538,000 | 1,813,472,000 | 5,250,484,000 | 5,219,587,000 | 4,508,650,000 | 4,486,947,000 | 4,316,577,000 |
| Liabilities | 286,309 | 266,187,975 | 612,321,000 | 1,532,627,000 | 3,183,795,000 | 3,061,829,000 | 3,041,981,000 | 2,908,829,000 | 2,790,253,000 |
| Stockholders' equity | 24,307 | 5,000,009 | -38,820,000 | 354,889,000 | 2,061,906,000 | 2,151,158,000 | 1,458,454,000 | 1,571,145,000 | 1,518,562,000 |
| Free cash flow | 58,476,878 | 39,086,000 | 155,879,000 | 72,371,000 | -17,556,000 | 143,203,000 | 235,784,000 | 219,383,000 |
Ratios
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Net margin | 6.74% | -4.03% | -15.30% | 6.36% | 2.33% | -21.21% | 2.77% | -2.18% | |
| Operating margin | 9.00% | 5.55% | 6.75% | 9.19% | 6.41% | -18.70% | 8.09% | 2.80% | |
| Return on equity | 465.21% | -45.54% | 7.57% | 3.22% | -46.55% | 5.76% | -4.66% | ||
| Return on assets | 6.30% | -3.90% | -8.91% | 2.97% | 1.33% | -15.06% | 2.02% | -1.64% | |
| Liabilities / equity | 11.78 | 53.24 | 4.32 | 1.54 | 1.42 | 2.09 | 1.85 | 1.84 | |
| Current ratio | 0.42 | 0.67 | 1.18 | 0.86 | 1.34 | 1.28 | 1.21 | 1.33 | 1.02 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-011213; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-011213; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-011213; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-011213; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001725255.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.09 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.11 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.06 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 793,286,000 | 13,977,000 | 0.09 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 804,031,000 | -454,076,000 | -3.43 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 858,234,000 | -254,503,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 792,497,000 | -2,134,000 | -0.02 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 805,975,000 | 19,435,000 | 0.13 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 805,858,000 | 22,859,000 | 0.15 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 856,645,000 | 50,262,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 777,882,000 | -7,207,000 | -0.05 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 800,372,000 | 14,674,000 | 0.10 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 820,314,000 | 24,509,000 | 0.16 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 846,289,000 | -102,770,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 819,799,000 | -16,040,000 | -0.12 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030602; filed 2026-05-05. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030602; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030602; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-030602.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.’s (“AdaptHealth” or the “Company”) consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, “Risk Factors”, in our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026. Certain amounts that appear in this section may not sum due to rounding.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home. A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Sleep Health
The Sleep Health segment provides sleep therapy equipment, supplies and related services (including continuous positive airway pressure and BiLevel services) to individuals for the treatment of obstructive sleep apnea.
Respiratory Health
The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure.
Diabetes Health
The Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes.
Wellness at Home
The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of March 31, 2026, AdaptHealth serviced approximately 4.5 million patients annually in all 50 states through its network of approximately 670 locations in 48 states. The Company’s principal executive offices are located at 555 East North Lane, Suite 5075, Conshohocken, Pennsylvania 19428.
Impact of Inflation
The cost to manufacture and distribute the equipment and products that AdaptHealth purchases from vendors and provides to patients is influenced by the cost of materials, labor, shipping, and transportation, including fuel costs. Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies, as well as the impact of the war with Iran on fuel prices. Increases in inflation could impact the overall demand for AdaptHealth’s products and services, availability of materials, its costs for labor, equipment and products, shipping, fuel, warehousing and other operational overhead and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth’s business, financial position, results of operations and cash flows. Additionally, it is not certain whether AdaptHealth would be able to pass increased costs onto customers to offset inflationary pressures. AdaptHealth has experienced inflationary pressure and higher costs as a result of
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increased cost of materials, labor, shipping and transportation. Although there have been increases in inflation and costs, AdaptHealth cannot predict whether these trends will continue. AdaptHealth’s mitigation efforts relating to these inflationary pressures and costs include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth’s digital platform for prescriptions, orders and delivery.
Key Components of Operating Results
Net Revenue. Net revenue is recognized for services and related products that AdaptHealth provides to patients for healthcare-at-home solutions including HME, medical supplies and related services. Revenues are recognized either at a point in time for the sale of supplies and consumables, over the service period for equipment rental (including, but not limited to, positive airway pressure ("PAP") machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new at-risk capitation arrangements, new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering inflationary pressures.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities and vehicle rental costs, and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including revenue cycle management costs, information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by AdaptHealth's Diabetes Health segment is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations, which could impact the timing of revenue generated by AdaptHealth's Respiratory Health segment. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
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Key Business Metrics
AdaptHealth focuses on Net revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow as it reviews its performance. Refer to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow included in the non-GAAP measures section below.
Total net revenue is comprised of net sales revenue, net revenue from fixed monthly equipment reimbursements, and net revenue from capitated revenue arrangements. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and consumables. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, PAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment). Net revenue from capitated revenue arrangements consists of revenue recognized in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements.
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2026 | March 31, 2025 | |||||||||||||
| Net Revenue (in thousands, except revenue percentages) | Dollars | Revenue Percentage | Dollars | Revenue Percentage | ||||||||||
| (Unaudited) | ||||||||||||||
| Net sales revenue: | ||||||||||||||
| Sleep Health | $ | 251,753 | 30.7 | % | $ | 241,171 | 31.0 | % | ||||||
| Respiratory Health | 8,257 | 1.0 | % | 8,261 | 1.1 | % | ||||||||
| Diabetes Health | 136,622 | 16.7 | % | 134,386 | 17.3 | % | ||||||||
| Wellness at Home | 75,812 | 9.2 | % | 111,704 | 14.3 | % | ||||||||
| Total net sales revenue | $ | 472,444 | 57.6 | % | $ | 495,522 | 63.7 | % | ||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||
| Sleep Health | $ | 81,624 | 10.0 | % | $ | 67,541 | 8.7 | % | ||||||
| Respiratory Health | 146,759 | 17.9 | % | 142,174 | 18.3 | % | ||||||||
| Diabetes Health | 3,574 | 0.4 | % | 2,834 | 0.4 | % | ||||||||
| Wellness at Home | 40,471 | 4.9 | % | 36,986 | 4.7 | % | ||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 272,428 | 33.2 | % | $ | 249,535 | 32.1 | % | ||||||
| Net revenue from capitated revenue arrangements: | ||||||||||||||
| Sleep Health | $ | 25,118 | 3.0 | % | $ | 7,639 | 1.0 | % | ||||||
| Respiratory Health | 23,124 | 2.8 | % | 15,046 | 1.9 | % | ||||||||
| Diabetes Health | 1,970 | 0.3 | % | 1,624 | 0.2 | % | ||||||||
| Wellness at Home | 24,715 | 3.1 | % | 8,516 | 1.1 | % | ||||||||
| Total net revenue from capitated revenue arrangements | $ | 74,927 | 9.2 | % | $ | 32,825 | 4.2 | % | ||||||
| Total net revenue: | ||||||||||||||
| Sleep Health | $ | 358,495 | 43.7 | % | $ | 316,351 | 40.7 | % | ||||||
| Respiratory Health | 178,140 | 21.7 | % | 165,481 | 21.3 | % | ||||||||
| Diabetes Health | 142,166 | 17.4 | % | 138,844 | 17.9 | % | ||||||||
| Wellness at Home | 140,998 | 17.2 | % | 157,206 | 20.1 | % | ||||||||
| Total net revenue | $ | 819,799 | 100.0 | % | $ | 777,882 | 100.0 | % |
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Results of Operations
Comparison of Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025.
The following table summarizes AdaptHealth’s consolidated results of operations for the three months ended March 31, 2026 and 2025:
[[GREPCENT_TABLE]]
[
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.'s ("AdaptHealth" or the "Company") consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, "Risk Factors," of this Annual Report on Form 10-K. Certain amounts that appear in this section may not sum due to rounding.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home. A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Sleep Health
The Sleep Health segment provides sleep therapy equipment, supplies and related services (including continuous positive airway pressure and BiLevel services) to individuals for the treatment of obstructive sleep apnea.
39
Respiratory Health
The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure.
Diabetes Health
The Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes.
Wellness at Home
The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of December 31, 2025, AdaptHealth serviced approximately 4.3 million patients annually in all 50 states through its network of approximately 640 locations in 48 states. The Company's principal executive offices are located at 555 East North Lane, Suite 5075, Conshohocken, Pennsylvania 19428.
Impact of Inflation
The cost to manufacture and distribute the equipment and products that AdaptHealth purchases from vendors and provides to patients is influenced by the cost of materials, labor, shipping, and transportation, including fuel costs. Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies. Increases in inflation could impact the overall demand for AdaptHealth’s products and services, availability of materials, its costs for labor, equipment and products, shipping, warehousing and other operational overhead and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth’s business, financial position, results of operations and cash flows. Additionally, it is not certain whether AdaptHealth would be able to pass increased costs onto customers to offset inflationary pressures. AdaptHealth has experienced inflationary pressure and higher costs as a result of increased cost of materials, labor, shipping and transportation. Although there have been increases in inflation, AdaptHealth cannot predict whether these trends will continue. AdaptHealth’s mitigation efforts relating to these inflationary pressures include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth’s digital platform for prescriptions, orders and delivery.
Key Components of Operating Results
Net Revenue. Net revenue is recognized for services and related products that AdaptHealth provides to patients for healthcare-at-home solutions including HME, medical supplies and related services. Revenues are recognized either at a point in time for the sale of supplies and consumables, over the service period for equipment rental (including, but not limited to, PAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new at-risk capitation arrangements, new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering inflationary pressures.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities and vehicle rental costs, and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
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General and Administrative Expenses. General and administrative expenses consist of corporate support costs including revenue cycle management costs, information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Goodwill Impairment
AdaptHealth has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions AdaptHealth has made. Goodwill is not amortized, rather, it is assessed at the reporting unit level for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected reporting unit revenue, operating results or cash flows, and sustained decreases in AdaptHealth'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. AdaptHealth performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a qualitative or quantitative basis. AdaptHealth first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. Under the qualitative assessment, the Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If determined necessary, AdaptHealth applies the quantitative impairment test to identify and measure the amount of impairment, if any, by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If under the quantitative test the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, and judgment about impairment triggering events. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates and discount rates. Several of these assumptions could vary among reporting units. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company performs a reconciliation between its market capitalization and its estimate of the aggregate fair value of the reporting units, including consideration of an estimated control premium. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
In the fourth quarter of 2025, in connection with the Company's annual assessment of the recoverability of goodwill, management performed a quantitative goodwill impairment test for each of the Company's reporting units. The fair value of the Company’s reporting units were computed using the methodology described above. The impairment test indicated that the estimated fair value of the Company's Diabetes Health reporting unit was less than its carrying value, and as such, the Company recognized a non-cash goodwill impairment charge of $128.0 million during the year ended December 31, 2025.
During the year ended December 31, 2024, AdaptHealth recorded non-cash goodwill impairment charges totaling $13.1 million related to the disposition of certain immaterial custom rehab technology assets. The Company recognized an immaterial loss as a result of this transaction.
During the year ended December 31, 2023, AdaptHealth experienced declines in its market capitalization as a result of sustained decreases in AdaptHealth's stock price and also revised its financial projections. AdaptHealth considered these items to represent triggering events and performed a goodwill impairment test at each quarterly reporting date during 2023. Based on the results of the tests performed as of September 30, 2023 and December 31, 2023, it was concluded that
41
the estimated fair value of AdaptHealth's reporting unit at that time was less than its carrying values at such dates; as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million during the year ended December 31, 2023.
Gain on Sale of Businesses
During the year ended December 31, 2025, the Company closed the disposition of certain businesses that were included in its Wellness at Home segment. In connection with these transactions, the Company recognized total pre-tax gains of $32.6 million.
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by AdaptHealth’s Diabetes Health segment is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations, which could impact the timing of revenue generated by AdaptHealth's Respiratory Health segment. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
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Key Business Metrics
AdaptHealth focuses on Net revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow as it reviews its performance. Refer to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow included in the non-GAAP measures section below.
Total net revenue is comprised of net sales revenue, net revenue from fixed monthly equipment reimbursements, and net revenue from capitated revenue arrangements. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and consumables. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, PAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment). Net revenue from capitated revenue arrangements consists of revenue recognized in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. AdaptHealth’s revenue recognized under its capitation arrangements for the year ended December 31, 2023 is included in net sales revenue and net revenue from fixed monthly equipment reimbursements by segment in the tables below, which was immaterial for that period.
| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2025 | June 30, 2025 | September 30, 2025 | December 31, 2025 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 241,171 | 31.0 | % | $ | 254,593 | 31.8 | % | $ | 265,995 | 32.4 | % | $ | 278,627 | 32.9 | % | $ | 1,040,386 | 32.1 | % | ||||||||||||||
| Respiratory Health | 8,261 | 1.1 | % | 7,826 | 1.0 | % | 8,997 | 1.1 | % | 8,411 | 1.0 | % | 33,495 | 1.0 | % | |||||||||||||||||||
| Diabetes Health | 134,386 | 17.3 | % | 140,544 | 17.6 | % | 145,316 | 17.7 | % | 153,444 | 18.1 | % | 573,690 | 17.7 | % | |||||||||||||||||||
| Wellness at Home | 111,704 | 14.3 | % | 101,752 | 12.7 | % | 85,974 | 10.5 | % | 84,011 | 9.9 | % | 383,441 | 11.8 | % | |||||||||||||||||||
| Total net sales revenue | $ | 495,522 | 63.7 | % | $ | 504,715 | 63.1 | % | $ | 506,282 | 61.7 | % | $ | 524,493 | 61.9 | % | $ | 2,031,012 | 62.6 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 67,541 | 8.7 | % | $ | 73,292 | 9.2 | % | $ | 81,792 | 10.0 | % | $ | 86,159 | 10.2 | % | $ | 308,784 | 9.5 | % | ||||||||||||||
| Respiratory Health | 142,174 | 18.3 | % | 148,827 | 18.6 | % | 154,228 | 18.8 | % | 156,277 | 18.5 | % | 601,506 | 18.5 | % | |||||||||||||||||||
| Diabetes Health | 2,834 | 0.4 | % | 2,992 | 0.4 | % | 3,275 | 0.4 | % | 3,475 | 0.4 | % | 12,576 | 0.4 | % | |||||||||||||||||||
| Wellness at Home | 36,986 | 4.7 | % | 39,476 | 4.8 | % | 43,194 | 5.2 | % | 43,619 | 5.2 | % | 163,275 | 5.0 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 249,535 | 32.1 | % | $ | 264,587 | 33.0 | % | $ | 282,489 | 34.4 | % | $ | 289,530 | 34.3 | % | $ | 1,086,141 | 33.4 | % | ||||||||||||||
| Net revenue from capitated revenue arrangements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 7,639 | 1.0 | % | $ | 6,804 | 0.9 | % | $ | 7,049 | 0.9 | % | $ | 7,485 | 0.9 | % | $ | 28,977 | 0.9 | % | ||||||||||||||
| Respiratory Health | 15,046 | 1.9 | % | 13,797 | 1.7 | % | 13,771 | 1.7 | % | 13,545 | 1.6 | % | 56,159 | 1.7 | % | |||||||||||||||||||
| Diabetes Health | 1,624 | 0.2 | % | 1,425 | 0.2 | % | 1,484 | 0.2 | % | 1,614 | 0.2 | % | 6,147 | 0.2 | % | |||||||||||||||||||
| Wellness at Home | 8,516 | 1.1 | % | 9,044 | 1.1 | % | 9,239 | 1.1 | % | 9,622 | 1.1 | % | 36,421 | 1.2 | % | |||||||||||||||||||
| Total net revenue from capitated revenue arrangements | $ | 32,825 | 4.2 | % | $ | 31,070 | 3.9 | % | $ | 31,543 | 3.9 | % | $ | 32,266 | 3.8 | % | $ | 127,704 | 4.0 | % | ||||||||||||||
| Total net revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 316,351 | 40.7 | % | $ | 334,689 | 41.8 | % | $ | 354,836 | 43.3 | % | $ | 372,271 | 44.0 | % | $ | 1,378,147 | 42.5 | % | ||||||||||||||
| Respiratory Health | 165,481 | 21.3 | % | 170,450 | 21.3 | % | 176,996 | 21.6 | % | 178,233 | 21.1 | % | 691,160 | 21.2 | % | |||||||||||||||||||
| Diabetes Health | 138,844 | 17.9 | % | 144,961 | 18.1 | % | 150,075 | 18.3 | % | 158,533 | 18.7 | % | 592,413 | 18.3 | % | |||||||||||||||||||
| Wellness at Home | 157,206 | 20.1 | % | 150,272 | 18.8 | % | 138,407 | 16.8 | % | 137,252 | 16.2 | % | 583,137 | 18.0 | % | |||||||||||||||||||
| Total net revenue | $ | 777,882 | 100.0 | % | $ | 800,372 | 100.0 | % | $ | 820,314 | 100.0 | % | $ | 846,289 | 100.0 | % | $ | 3,244,857 | 100.0 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2024 | June 30, 2024 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 237,592 | 30.0 | % | $ | 242,526 | 30.1 | % | $ | 246,895 | 30.6 | % | $ | 265,319 | 31.0 | % | $ | 992,332 | 30.4 | % | ||||||||||||||
| Respiratory Health | 7,905 | 1.0 | % | 8,033 | 1.0 | % | 8,307 | 1.0 | % | 8,443 | 1.0 | % | 32,688 | 1.0 | % | |||||||||||||||||||
| Diabetes Health | 146,979 | 18.5 | % | 147,260 | 18.3 | % | 137,099 | 17.0 | % | 167,108 | 19.5 | % | 598,446 | 18.4 | % | |||||||||||||||||||
| Wellness at Home | 113,664 | 14.4 | % | 118,586 | 14.7 | % | 118,392 | 14.8 | % | 116,663 | 13.6 | % | 467,305 | 14.3 | % | |||||||||||||||||||
| Total net sales revenue | $ | 506,140 | 63.9 | % | $ | 516,405 | 64.1 | % | $ | 510,693 | 63.4 | % | $ | 557,533 | 65.1 | % | $ | 2,090,771 | 64.1 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 80,690 | 10.2 | % | $ | 82,053 | 10.2 | % | $ | 81,530 | 10.1 | % | $ | 83,456 | 9.7 | % | $ | 327,729 | 10.1 | % | ||||||||||||||
| Respiratory Health | 137,232 | 17.3 | % | 138,898 | 17.2 | % | 140,930 | 17.5 | % | 141,469 | 16.5 | % | 558,529 | 17.1 | % | |||||||||||||||||||
| Diabetes Health | 2,279 | 0.3 | % | 2,383 | 0.3 | % | 2,437 | 0.3 | % | 2,605 | 0.3 | % | 9,704 | 0.3 | % | |||||||||||||||||||
| Wellness at Home | 34,137 | 4.3 | % | 34,992 | 4.3 | % | 37,418 | 4.7 | % | 37,548 | 4.4 | % | 144,095 | 4.4 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 254,338 | 32.1 | % | $ | 258,326 | 32.0 | % | $ | 262,315 | 32.6 | % | $ | 265,078 | 30.9 | % | $ | 1,040,057 | 31.9 | % | ||||||||||||||
| Net revenue from capitated revenue arrangements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 7,052 | 0.9 | % | $ | 6,976 | 0.9 | % | $ | 7,379 | 0.9 | % | $ | 7,745 | 0.9 | % | $ | 29,152 | 0.9 | % | ||||||||||||||
| Respiratory Health | 15,126 | 1.9 | % | 14,455 | 1.8 | % | 14,942 | 1.9 | % | 15,410 | 1.8 | % | 59,933 | 1.8 | % | |||||||||||||||||||
| Diabetes Health | 1,598 | 0.2 | % | 1,546 | 0.2 | % | 1,536 | 0.2 | % | 1,580 | 0.2 | % | 6,260 | 0.2 | % | |||||||||||||||||||
| Wellness at Home | 8,243 | 1.0 | % | 8,267 | 1.0 | % | 8,993 | 1.0 | % | 9,299 | 1.1 | % | 34,802 | 1.1 | % | |||||||||||||||||||
| Total net revenue from capitated revenue arrangements | $ | 32,019 | 4.0 | % | $ | 31,244 | 3.9 | % | $ | 32,850 | 4.0 | % | $ | 34,034 | 4.0 | % | $ | 130,147 | 4.0 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 325,334 | 41.1 | % | $ | 331,555 | 41.2 | % | $ | 335,804 | 41.6 | % | $ | 356,520 | 41.6 | % | $ | 1,349,213 | 41.4 | % | ||||||||||||||
| Respiratory Health | 160,263 | 20.2 | % | 161,386 | 20.0 | % | 164,179 | 20.4 | % | 165,322 | 19.3 | % | 651,150 | 19.9 | % | |||||||||||||||||||
| Diabetes Health | 150,856 | 19.0 | % | 151,189 | 18.8 | % | 141,072 | 17.5 | % | 171,293 | 20.0 | % | 614,410 | 18.9 | % | |||||||||||||||||||
| Wellness at Home | 156,044 | 19.7 | % | 161,845 | 20.0 | % | 164,803 | 20.5 | % | 163,510 | 19.1 | % | 646,202 | 19.8 | % | |||||||||||||||||||
| Total net revenue | $ | 792,497 | 100.0 | % | $ | 805,975 | 100.0 | % | $ | 805,858 | 100.0 | % | $ | 856,645 | 100.0 | % | $ | 3,260,975 | 100.0 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 223,007 | 29.9 | % | $ | 225,364 | 28.4 | % | $ | 242,113 | 30.1 | % | $ | 256,619 | 29.9 | % | $ | 947,103 | 29.6 | % | ||||||||||||||
| Respiratory Health | 7,839 | 1.1 | % | 8,076 | 1.0 | % | 10,632 | 1.3 | % | 18,672 | 2.2 | % | 45,219 | 1.4 | % | |||||||||||||||||||
| Diabetes Health | 142,544 | 19.1 | % | 165,021 | 20.8 | % | 157,328 | 19.6 | % | 182,538 | 21.3 | % | 647,431 | 20.2 | % | |||||||||||||||||||
| Wellness at Home | 118,865 | 16.0 | % | 123,172 | 15.6 | % | 122,052 | 15.2 | % | 127,460 | 14.8 | % | 491,549 | 15.4 | % | |||||||||||||||||||
| Total net sales revenue | $ | 492,255 | 66.1 | % | $ | 521,633 | 65.8 | % | $ | 532,125 | 66.2 | % | $ | 585,289 | 68.2 | % | $ | 2,131,302 | 66.6 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 80,922 | 10.9 | % | $ | 86,783 | 10.9 | % | $ | 88,596 | 11.0 | % | $ | 88,310 | 10.3 | % | $ | 344,611 | 10.8 | % | ||||||||||||||
| Respiratory Health | 134,723 | 18.1 | % | 145,889 | 18.4 | % | 143,752 | 17.9 | % | 144,980 | 16.9 | % | 569,344 | 17.8 | % | |||||||||||||||||||
| Diabetes Health | 3,831 | 0.5 | % | 3,886 | 0.5 | % | 2,609 | 0.3 | % | 2,282 | 0.3 | % | 12,608 | 0.4 | % | |||||||||||||||||||
| Wellness at Home | 32,895 | 4.4 | % | 35,095 | 4.4 | % | 36,949 | 4.6 | % | 37,373 | 4.3 | % | 142,312 | 4.4 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 252,371 | 33.9 | % | $ | 271,653 | 34.2 | % | $ | 271,906 | 33.8 | % | $ | 272,945 | 31.8 | % | $ | 1,068,875 | 33.4 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 303,929 | 40.8 | % | $ | 312,147 | 39.3 | % | $ | 330,709 | 41.1 | % | $ | 344,929 | 40.2 | % | $ | 1,291,714 | 40.4 | % | ||||||||||||||
| Respiratory Health | 142,562 | 19.2 | % | 153,965 | 19.4 | % | 154,384 | 19.2 | % | 163,652 | 19.1 | % | 614,563 | 19.2 | % | |||||||||||||||||||
| Diabetes Health | 146,375 | 19.6 | % | 168,907 | 21.3 | % | 159,937 | 19.9 | % | 184,820 | 21.6 | % | 660,039 | 20.6 | % | |||||||||||||||||||
| Wellness at Home | 151,760 | 20.4 | % | 158,267 | 20.0 | % | 159,001 | 19.8 | % | 164,833 | 19.1 | % | 633,861 | 19.8 | % | |||||||||||||||||||
| Total net revenue | $ | 744,626 | 100.0 | % | $ | 793,286 | 100.0 | % | $ | 804,031 | 100.0 | % | $ | 858,234 | 100.0 | % | $ | 3,200,177 | 100.0 | % |
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Consolidated Results of Operations
Comparison of Year Ended December 31, 2025 and Year Ended December 31, 2024.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2025 and 2024:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 3,244,857 | 100.0 | % | $ | 3,260,975 | 100.0 | % | $ | (16,118) | (0.5) | % | |||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue | 2,635,658 | 81.2 | % | 2,579,882 | 79.1 | % | 55,776 | 2.2 | % | ||||||||||||
| General and administrative expenses | 382,293 | 11.8 | % | 359,238 | 11.0 | % | 23,055 | 6.4 | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 40,640 | 1.3 | % | 45,045 | 1.4 | % | (4,405) | (9.8) | % | ||||||||||||
| Goodwill impairment | 127,995 | 3.9 | % | 13,078 | 0.4 | % | 114,917 | 878.7 | % | ||||||||||||
| Total costs and expenses | 3,186,586 | 98.2 | % | 2,997,243 | 91.9 | % | 189,343 | 6.3 | % | ||||||||||||
| Gain on sale of businesses | (32,602) | (1.0) | % | — | — | % | (32,602) | — | % | ||||||||||||
| Operating income | 90,873 | 2.8 | % | 263,732 | 8.1 | % | (172,859) | (65.5) | % | ||||||||||||
| Interest expense, net | 105,753 | 3.3 | % | 126,668 | 3.9 | % | (20,915) | (16.5) | % | ||||||||||||
| Change in fair value of warrant liability | — | — | % | (4,021) | (0.1) | % | 4,021 | (100.0) | % | ||||||||||||
| Loss on extinguishment of debt | — | — | % | 2,273 | 0.1 | % | (2,273) | (100.0) | % | ||||||||||||
| Other loss, net | 274 | — | % | 2,793 | 0.1 | % | (2,519) | (90.2) | % | ||||||||||||
| (Loss) income before income taxes | (15,154) | (0.5) | % | 136,019 | 4.1 | % | (151,173) | (111.1) | % | ||||||||||||
| Income tax expense | 50,884 | 1.6 | % | 41,239 | 1.2 | % | 9,645 | 23.4 | % | ||||||||||||
| Net (loss) income | (66,038) | (2.1) | % | 94,780 | 2.9 | % | (160,818) | (169.7) | % | ||||||||||||
| Income attributable to noncontrolling interests | 4,756 | 0.1 | % | 4,358 | 0.1 | % | 398 | 9.1 | % | ||||||||||||
| Net (loss) income attributable to AdaptHealth Corp. | $ | (70,794) | (2.2) | % | $ | 90,422 | 2.8 | % | $ | (161,216) | (178.3) | % |
Net Revenue.
Change in Methodology for Reporting Net Revenue Change Drivers
Beginning with the quarter ended September 30, 2025, AdaptHealth has changed how it presents the drivers that contribute to the change in net revenue between periods. AdaptHealth now presents:
(a) Organic revenue: All changes in reported net revenue from the comparable period presented excluding the impacts from acquisition (b) and disposition (c).
(b) Acquisition: The change in net revenue attributable to businesses and/or assets AdaptHealth has owned for less than one year based on the month of acquisition, excluding the acquisition of equipment from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically.
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(c) Disposition: Net revenue generated in the comparative prior year period from divested product lines, services, and/or businesses for which there is no revenue recognized in the comparative months within the current period presented.
This revised presentation eliminates the “change from non-acquired” driver previously reported. The “change from non-acquired” driver represented the change in net revenue excluding the impact of revenue of businesses and/or assets AdaptHealth owned for less than one year based on the month of acquisition. This revised presentation replaces the “change from non-acquired” driver by separating the unique drivers of change for “dispositions” and “organic,” where “organic” excludes acquisitions and also excludes the impact of dispositions. Since there is no revenue generated from a divested business subsequent to the date of disposition, the impact to the change in net revenue will exist for only one year from the date of disposition. The “organic” driver measures how AdaptHealth changes organically—that is, within its existing operations using its own resources. The change in net revenue from organic revenue is reported as organic revenue as a percentage of prior period total reported net revenue. As a result of the increased impact on net revenue from recent disposition activity, AdaptHealth believes separating the “organic” and “disposition” drivers provides appropriate visibility into revenue trends and more closely aligns with how management currently evaluates the business subsequent to the increased disposition activity.
This revised presentation has no impact on AdaptHealth's historically reported U.S. GAAP net revenues for any period.
The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Variance 2025 vs. 2024 | |||||||
| (in thousands, except percentages) | $ | % | |||||
| (Unaudited) | |||||||
| Revenue change driver: | |||||||
| Organic revenue (a) | $ | 56,857 | 1.7 | % | |||
| Acquisition (b) | 19,452 | 0.6 | % | ||||
| Disposition (c) | (92,427) | (2.8) | % | ||||
| Total change in net revenue | $ | (16,118) | (0.5) | % |
(a) All changes in reported net revenue from the comparable period presented excluding the impacts from acquisition (b) and disposition (c).
(b) The change in net revenue attributable to businesses and/or assets AdaptHealth has owned for less than one year based on the month of acquisition, excluding the acquisition of equipment from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically.
(c) Net revenue generated in the comparative prior year period from divested product lines, services, and/or businesses for which there is no revenue recognized in the comparative months within the current period presented.
Net revenue from AdaptHealth's Sleep Health segment increased by $28.9 million, or 2.1%, for the year ended December 31, 2025 compared to the prior year period, primarily due to an increase in sleep sales revenue primarily from higher patient census from sales of PAP resupply products, partially offset by a decrease in net revenue from fixed monthly equipment reimbursements from lower sleep rental products. Net revenue from AdaptHealth's Respiratory Health segment increased by $40.0 million, or 6.1%, for the year ended December 31, 2025 compared to the prior year period, primarily due to higher fixed monthly equipment reimbursements from higher patient census for oxygen equipment products. Net revenue from AdaptHealth's Diabetes Health segment decreased by $22.0 million, or 3.6%, for the year ended December 31, 2025 compared to the prior year period, primarily due to a shift in payor mix from commercial insurance to government payors, partially offset by growth in patient census for insulin pumps and supplies. Net revenue from AdaptHealth's Wellness at Home segment decreased by $63.1 million, or 9.8% for the year ended December 31, 2025 compared to the prior year period, primarily due to decreased revenues from the disposition of certain incontinence and infusion businesses during 2025, and to a lesser extent, the disposition of certain custom rehab technology assets during
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2024, which combined reduced net revenue by $92.4 million, partially offset by increased revenues primarily from HME products within this segment.
For the year ended December 31, 2025, net sales revenue comprised 62.6% of total net revenue, compared to 64.1% of total net revenue for the year ended December 31, 2024. For the year ended December 31, 2025, net revenue from fixed monthly equipment reimbursements comprised 33.4% of total net revenue, compared to 31.9% of total net revenue for the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, net revenue from capitated revenue arrangements comprised 4.0% of total net revenue.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2025 and 2024:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Costs of net revenue: | |||||||||||||||||||||
| Cost of products and supplies | $ | 1,294,423 | 39.9 | % | $ | 1,288,162 | 39.5 | % | $ | 6,261 | 0.5 | % | |||||||||
| Salaries, labor and benefits | 750,309 | 23.1 | % | 730,597 | 22.4 | % | 19,712 | 2.7 | % | ||||||||||||
| Patient equipment depreciation | 341,287 | 10.5 | % | 320,289 | 9.8 | % | 20,998 | 6.6 | % | ||||||||||||
| Rent and occupancy | 74,391 | 2.3 | % | 71,874 | 2.2 | % | 2,517 | 3.5 | % | ||||||||||||
| Other operating expenses | 175,248 | 5.4 | % | 168,960 | 5.2 | % | 6,288 | 3.7 | % | ||||||||||||
| Total cost of net revenue | $ | 2,635,658 | 81.2 | % | $ | 2,579,882 | 79.1 | % | $ | 55,776 | 2.2 | % |
Cost of net revenue for the years ended December 31, 2025 and 2024 was $2,635.7 million and $2,579.9 million, respectively, an increase of $55.8 million or 2.2%. Refer to the section below titled “Segment Results of Operations” for a discussion of the changes in cost of products and supplies, salaries, labor and benefits, and rent and other operating expenses. Patient equipment depreciation increased by $21.0 million, primarily due to higher fixed monthly equipment reimbursements and higher medical equipment prices, as well as accelerated depreciation on certain respiratory equipment resulting from a change in the estimated useful life of the assets.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2025 and 2024 were $382.3 million and $359.2 million, respectively, an increase of $23.1 million or 6.4%. This increase is primarily due to higher legal settlement costs, equity-based compensation, software costs, and salaries, labor and benefits, partially offset by lower severance charges.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2025 and 2024 was $40.6 million and $45.0 million, respectively, a decrease of $4.4 million, primarily related to lower depreciation expense from owned delivery vehicles and lower intangible amortization expense.
Goodwill Impairment. AdaptHealth performed a quantitative goodwill impairment test for each of its reporting units during the fourth quarter of 2025. The impairment test indicated that the estimated fair value of AdaptHealth's Diabetes Health reporting unit was less than its carrying value, and as such, AdaptHealth recognized a non-cash goodwill impairment charge of $128.0 million during the year ended December 31, 2025. The non-cash goodwill impairment charge for the year ended December 31, 2024 related to the disposition of certain immaterial custom rehab technology assets during 2024. See Note 7, Goodwill and Identifiable Intangible Assets, for additional details.
Gain on sale of businesses. The gain on sale of businesses for the year ended December 31, 2025 primarily relates to the disposition of certain incontinence and infusion businesses within AdaptHealth's Wellness at Home segment. See Note 4, Disposals, for additional information.
Interest Expense, net. Interest expense, net for the years ended December 31, 2025 and 2024 was $105.8 million and $126.7 million, respectively, a decrease of $20.9 million. Interest expense related to AdaptHealth's credit agreement
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decreased by $23.6 million in 2025 compared to 2024 as a result of lower average outstanding borrowings in 2025 compared to 2024 as well as lower interest rates. This decrease was partially offset by an increase of $0.4 million related to AdaptHealth's finance leases in 2025 compared to 2024. In addition, the impact from AdaptHealth's interest rate swap agreements reduced interest expense by $3.3 million and $6.3 million in 2025 and 2024, respectively.
Change in Fair Value of Warrant Liability. AdaptHealth had outstanding warrants to purchase shares of Common Stock, as discussed in Note 13, Stockholders' Equity – Warrants, to the accompanying December 31, 2025 consolidated financial statements. These warrants were liability-classified, and the change in fair value of the warrant liability represented a non-cash gain in the year ended December 31, 2024 for the change in the estimated fair value of such liability during such period. These warrants expired on November 8, 2024.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for the year ended December 31, 2024 consisted of lender fees and the write-off of unamortized deferred financing costs in connection with AdaptHealth refinancing its credit facility in 2024.
Other loss, net. Other loss, net for the years ended December 31, 2025 and 2024 consisted of immaterial items.
Income Tax Expense. Income tax expense for the years ended December 31, 2025 and 2024 was $50.9 million and $41.2 million, respectively. Income tax expense increased primarily due to gains recognized on the disposition of certain incontinence and infusion businesses within the Wellness at Home segment. See Note 4, Disposals, to the accompanying December 31, 2025 consolidated financial statements for additional details. Additionally, the Company recognized a $10.1 million and $1.0 million income tax benefit, and corresponding increase to net deferred tax assets, related to non-cash goodwill impairment charges of $128.0 million and $13.1 million recognized during the years ended December 31, 2025 and 2024, respectively. See Note 7, Goodwill and Identifiable Intangible Assets, to the accompanying December 31, 2025 consolidated financial statements for additional details.
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023.
For a comparison of AdaptHealth's results of operations for the years ended December 31, 2024 and 2023, see "Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of AdaptHealth's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.
Organic Revenue
AdaptHealth uses organic revenue (as defined below), which is a financial measure that is not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that it is useful to investors, as a supplement to U.S. GAAP measures. The change in net revenue from organic revenue is reported as organic revenue as a percentage of prior period total reported net revenue. Management believes organic revenue is meaningful to investors as it provides appropriate visibility into how AdaptHealth changes organically—that is, within its existing operations using its own resources.
Organic revenue is defined as all changes in reported net revenues from the comparable period presented, excluding: (1) increases in net revenue in the current period from acquisitions attributable to businesses and/or assets AdaptHealth has owned for less than one year based on the month of acquisition, excluding the acquisition of equipment from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically (“Acquisition”); and (2) decreases in net revenue from dispositions existing in the prior period from divested product lines, services, and/or businesses for which there is no revenue recognized in the current period (“Disposition”).
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
AdaptHealth uses EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.
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AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient equipment depreciation.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense, gain on sale of businesses, and other non-recurring items of expense or income.
AdaptHealth defines Adjusted EBITDA Margin as Adjusted EBITDA (as defined above) as a percentage of net revenue.
AdaptHealth believes Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth uses Adjusted EBITDA as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
The following unaudited table presents the reconciliation of net (loss) income attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA, and the reconciliation of net (loss) income attributable to AdaptHealth Corp. as a percentage of net revenue to Adjusted EBITDA Margin, for the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||||||||
| (in thousands, except percentages) | Dollars | Revenue Percentage | Dollars | Revenue Percentage | Dollars | Revenue Percentage | ||||||||||||
| (Unaudited) | ||||||||||||||||||
| Net (loss) income attributable to AdaptHealth Corp. | $ | (70,794) | (2.2) | % | $ | 90,422 | 2.8 | % | $ | (678,895) | (21.2) | % | ||||||
| Income attributable to noncontrolling interest | 4,756 | 0.1 | % | 4,358 | 0.1 | % | 4,115 | 0.1 | % | |||||||||
| Interest expense, net | 105,753 | 3.3 | % | 126,668 | 3.9 | % | 130,299 | 4.1 | % | |||||||||
| Income tax expense | 50,884 | 1.6 | % | 41,239 | 1.3 | % | (49,004) | (1.5) | % | |||||||||
| Depreciation and amortization, including patient equipment depreciation | 381,927 | 11.8 | % | 365,334 | 11.1 | % | 382,783 | 12.0 | % | |||||||||
| EBITDA | 472,526 | 14.6 | % | 628,021 | 19.2 | % | (210,702) | (6.5) | % | |||||||||
| Equity-based compensation expense (a) | 21,876 | 0.7 | % | 14,880 | 0.5 | % | 22,468 | 0.7 | % | |||||||||
| Change in fair value of warrant liability (b) | — | — | % | (4,021) | (0.1) | % | (34,482) | (1.1) | % | |||||||||
| Goodwill impairment (c) | 127,995 | 3.9 | % | 13,078 | 0.4 | % | 830,787 | 26.0 | % | |||||||||
| Loss on extinguishment of debt (d) | — | — | % | 2,273 | 0.1 | % | — | — | % | |||||||||
| Litigation settlement expense (e) | 1,000 | — | % | 3,338 | 0.1 | % | 25,140 | 0.8 | % | |||||||||
| Gain on sale of businesses (f) | (32,602) | (1.0) | % | — | — | % | — | — | % | |||||||||
| Other non-recurring expenses, net (g) | 25,886 | 0.8 | % | 31,088 | 0.9 | % | 37,584 | 1.1 | % | |||||||||
| Adjusted EBITDA | $ | 616,681 | 19.0 | % | $ | 688,657 | 21.1 | % | $ | 670,795 | 21.0 | % | ||||||
| Adjusted EBITDA Margin | 19.0 | % | 21.1 | % | 21.0 | % |
(a)Represents equity-based compensation expense for awards granted to employees and non-employee directors.
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(b)Represents non-cash gains for the changes in the estimated fair value of the warrant liability. The warrants expired on November 8, 2024.
(c)The 2025 period includes a non-cash goodwill impairment charge as a result of the fair value of the Company's Diabetes Health reporting unit being less than its carrying value. The 2024 period includes non-cash goodwill impairment charges relating to an immaterial business disposal during 2024. The 2023 period includes non-cash goodwill impairment charges as a result of the fair value of the Company’s reporting unit at that time being less than its carrying value. See Note 7, Goodwill and Identifiable Intangible Assets, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025 for additional discussion of such impairment charges.
(d)Represents lender fees and the write-off of unamortized deferred financing costs in connection with the refinancing of the Company's credit agreement. See Note 12, Debt, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025 for additional discussion of such refinancing.
(e)The expense in 2025 represents the estimated amount expected to be funded by the Company relating to a previously disclosed securities settlement. See Note 18, Commitments and Contingencies, to the accompanying December 31, 2025 consolidated financial statements for additional details. The expense in 2024 includes a $2.4 million charge for the change in fair value of the shares of Common Stock of the Company that were issued in July 2024 following final court approval of a previously disclosed securities settlement, as well as an expense of $0.9 million to settle a shareholder derivative complaint. The expense in 2023 includes a charge relating to a previously disclosed securities settlement, net of contributions from the Company’s insurers.
(f)Represents pre-tax gains primarily associated with the disposition of certain incontinence and infusion businesses within the Company's Wellness at Home segment. See Note 4, Disposals, for additional information.
(g)The 2025 period consists of $10.7 million of consulting expenses associated with asset dispositions (of which $5.1 million relates to contingent success fees from the sales of businesses), $2.6 million of transaction costs associated with acquisitions, $2.6 million of consulting expenses associated with a reorganization project, $2.4 million of consulting expenses associated with systems implementation activities, $1.6 million of expenses associated with securities litigation, $1.2 million write-off of assets, $1.2 million of severance charges, and $3.6 million of other non-recurring expenses. The 2024 period consists of $13.9 million of consulting expenses associated with systems implementation activities, $4.5 million of consulting expenses associated with asset dispositions, $4.2 million of expenses associated with litigation, $3.9 million of severance charges (primarily related to the separation of the Company's former President), $2.7 million write-down of assets, and $1.9 million of other non-recurring expenses. The 2023 period consists of $13.9 million of expenses associated with litigation, $7.1 million of severance charges (of which $2.9 million relates to the separation of the Company's former CEO), $5.6 million of consulting expenses associated with systems implementation activities, $5.2 million of consulting expenses associated with cost savings initiatives, $4.8 million of lease termination costs associated with a cost management program, $1.0 million of transaction costs and expenses related to integration efforts related to acquisitions, $0.9 million of net impairments of operating lease right-of-use assets as a result of vacating the leased facilities, and $1.6 million of other non-recurring expenses, offset by income of $2.5 million related to changes in the Company's estimated TRA liability.
Segment Results of Operations
Comparison of Year Ended December 31, 2025 and Year Ended December 31, 2024.
Operating segments are defined as components of a public entity for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. AdaptHealth’s CODM is its Chief Executive Officer. AdaptHealth operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home.
The CODM evaluates performance of the reportable segments based on Adjusted EBITDA. Refer to the section above titled “EBITDA and Adjusted EBITDA” for the Company’s definition of Adjusted EBITDA.
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The following table summarizes the performance of the Company’s reportable segments for the years ended December 31, 2025 and 2024:
| (in thousands) | Sleep Health | Respiratory Health | Diabetes Health | Wellness at Home | Consolidated Totals (a) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | |||||||||||||||||||
| Net revenue | $ | 1,378,147 | $ | 691,160 | $ | 592,413 | $ | 583,137 | $ | 3,244,857 | |||||||||
| Adjusted EBITDA | 310,559 | 209,749 | 26,073 | 70,300 | 616,681 | ||||||||||||||
| 2024 | |||||||||||||||||||
| Net revenue | 1,349,213 | 651,150 | 614,410 | 646,202 | 3,260,975 | ||||||||||||||
| Adjusted EBITDA | 348,744 | 200,112 | 60,525 | 79,276 | 688,657 |
(a) See Note 6, Segment Information, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025 for a reconciliation of consolidated Adjusted EBITDA to consolidated income (loss) before income taxes.
Sleep Health Segment
The following table summarizes the Sleep Health segment’s performance for the years ended December 31, 2025 and 2024:
| Increase/(Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2025 vs. 2024 | |||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Dollars | Percentage | ||||||||||
| Net revenue | $ | 1,378,147 | $ | 1,349,213 | $ | 28,934 | 2.1 | % | ||||||
| Less: | ||||||||||||||
| Cost of products and supplies (1) | 445,098 | 424,388 | 20,710 | 4.9 | % | |||||||||
| Labor cost (1) | 347,356 | 321,194 | 26,162 | 8.1 | % | |||||||||
| Other operating expenses (1) | 134,734 | 126,761 | 7,973 | 6.3 | % | |||||||||
| Other segment items (2) | 140,400 | 128,126 | 12,274 | 9.6 | % | |||||||||
| Adjusted EBITDA | $ | 310,559 | $ | 348,744 | $ | (38,185) | (10.9) | % | ||||||
| Adjusted EBITDA Margin | 22.5% | 25.8% | ||||||||||||
| Patient equipment depreciation | $ | 157,868 | $ | 161,911 | $ | (4,043) | (2.5) | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Information, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Sleep Health segment increased by $28.9 million, or 2.1%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in sleep sales revenue primarily from higher patient census from sales of PAP resupply products, partially offset by a decrease in net revenue from fixed monthly equipment reimbursements from lower sleep rental products.
Adjusted EBITDA
Adjusted EBITDA from the Sleep Health segment decreased by $38.2 million or 10.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher net revenue from a shift in
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product mix (as discussed above), which was offset by increased costs and expenses. The increase in the cost of products and supplies was primarily due to an increase in sales revenue and general inflationary cost increases. The increase in labor cost was primarily due to merit and inflationary increases as well as increases in benefits costs. The increase in other operating expenses was primarily due to higher distribution-related expenses and software costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Respiratory Health Segment
The following table summarizes the Respiratory Health segment’s performance for the years ended December 31, 2025 and 2024:
| Increase/(Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2025 vs. 2024 | |||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Dollars | Percentage | ||||||||||
| Net revenue | $ | 691,160 | $ | 651,150 | $ | 40,010 | 6.1 | % | ||||||
| Less: | ||||||||||||||
| Cost of products and supplies (1) | 132,534 | 119,865 | 12,669 | 10.6 | % | |||||||||
| Labor cost (1) | 216,002 | 210,701 | 5,301 | 2.5 | % | |||||||||
| Other operating expenses (1) | 60,621 | 54,300 | 6,321 | 11.6 | % | |||||||||
| Other segment items (2) | 72,254 | 66,172 | 6,082 | 9.2 | % | |||||||||
| Adjusted EBITDA | $ | 209,749 | $ | 200,112 | $ | 9,637 | 4.8 | % | ||||||
| Adjusted EBITDA Margin | 30.3% | 30.7% | ||||||||||||
| Patient equipment depreciation | $ | 127,415 | $ | 95,546 | $ | 31,869 | 33.4 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Information, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Respiratory Health segment increased by $40.0 million, or 6.1%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher fixed monthly equipment reimbursements from higher patient census for oxygen equipment products.
Adjusted EBITDA
Adjusted EBITDA from the Respiratory Health segment increased by $9.6 million, or 4.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to higher net revenue (as discussed above), partially offset by increased costs and expenses. The increase in cost of products and supplies was primarily due to credits received from a supplier during 2024 related to certain product recalls which were recognized as a reduction to the cost of products and supplies during the year ended December 31, 2024, as well as higher patient census for oxygen equipment products and general inflationary cost increases. The increase in labor cost was primarily due to merit and inflationary increases as well as increases in benefits costs. The increase in other operating expenses was primarily due to higher distribution-related expenses and software costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
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Diabetes Health Segment
The following table summarizes the Diabetes Health segment’s performance for the years ended December 31, 2025 and 2024:
| Increase/(Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2025 vs. 2024 | |||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Dollars | Percentage | ||||||||||
| Net revenue | $ | 592,413 | $ | 614,410 | $ | (21,997) | (3.6) | % | ||||||
| Less: | ||||||||||||||
| Cost of products and supplies (1) | 442,435 | 434,808 | 7,627 | 1.8 | % | |||||||||
| Labor cost (1) | 52,849 | 50,776 | 2,073 | 4.1 | % | |||||||||
| Other operating expenses (1) | 8,387 | 9,588 | (1,201) | (12.5) | % | |||||||||
| Other segment items (2) | 62,669 | 58,713 | 3,956 | 6.7 | % | |||||||||
| Adjusted EBITDA | $ | 26,073 | $ | 60,525 | $ | (34,452) | (56.9) | % | ||||||
| Adjusted EBITDA Margin | 4.4% | 9.9% | ||||||||||||
| Patient equipment depreciation | $ | 9,540 | $ | 8,185 | $ | 1,355 | 16.6 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Information, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Diabetes Health segment decreased by $22.0 million, or 3.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a shift in payor mix from commercial insurance to government payors, partially offset by growth in patient census for insulin pumps and supplies.
Adjusted EBITDA
Adjusted EBITDA from the Diabetes Health segment decreased by $34.5 million, or 56.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to lower net revenue (as discussed above), and to a lesser extent, increased costs and expenses. The increase in the cost of products and supplies was primarily due to growth in patient census for insulin pumps and supplies, and general inflationary cost increases. The increase in labor cost was primarily due to merit and inflationary increases as well as increases in benefits costs. The decrease in other operating expenses was primarily due to lower rent and occupancy costs, partially offset by higher distribution-related expenses and software costs.
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Wellness at Home Segment
The following table summarizes the Wellness at Home segment’s performance for the years ended December 31, 2025 and 2024:
| Increase/(Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2025 vs. 2024 | |||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | Dollars | Percentage | ||||||||||
| Net revenue | $ | 583,137 | $ | 646,202 | $ | (63,065) | (9.8) | % | ||||||
| Less: | ||||||||||||||
| Cost of products and supplies (1) | 274,356 | 309,101 | (34,745) | (11.2) | % | |||||||||
| Labor cost (1) | 130,003 | 144,335 | (14,332) | (9.9) | % | |||||||||
| Other operating expenses (1) | 44,868 | 47,767 | (2,899) | (6.1) | % | |||||||||
| Other segment items (2) | 63,610 | 65,723 | (2,113) | (3.2) | % | |||||||||
| Adjusted EBITDA | $ | 70,300 | $ | 79,276 | $ | (8,976) | (11.3) | % | ||||||
| Adjusted EBITDA Margin | 12.1% | 12.3% | ||||||||||||
| Patient equipment depreciation | $ | 46,464 | $ | 54,647 | $ | (8,183) | (15.0) | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Information, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Wellness at Home segment decreased by $63.1 million, or 9.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to decreased revenues from the disposition of certain incontinence and infusion businesses during 2025, and to a lesser extent, the disposition of certain custom rehab technology assets during 2024, which combined reduced net revenue by $92.4 million, partially offset by increased revenues primarily from HME products within this segment.
Adjusted EBITDA
Adjusted EBITDA from the Wellness at Home segment decreased by $9.0 million, or 11.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to lower net revenue (as discussed above), partially offset by lower costs and expenses. The decrease in total costs and expenses is primarily due to the disposition of certain incontinence and infusion businesses during 2025, and to a lesser extent, the disposition of certain custom rehab technology assets in the third quarter of 2024, partially offset by general inflationary cost increases.
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023.
For a comparison of segment results of operations for the years ended December 31, 2024 and 2023, see "Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of AdaptHealth's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.
Free Cash Flow
AdaptHealth uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate AdaptHealth's competitors and to measure the ability of companies to service their debt. AdaptHealth's presentation of free cash flow
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should not be construed as a measure of liquidity or discretionary cash available to AdaptHealth to fund its cash needs, including investing in the growth of its business and meeting its obligations.
Free cash flow should not be considered as a measure of financial performance under U.S. GAAP. Accordingly, this key business metric has limitations as an analytical tool. It should not be considered as an alternative to any performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets. For further discussion on free cash flow, including a reconciliation from cash flows provided by operating activities, see Liquidity and Capital Resources - Free Cash Flow below.
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of capital expenditures including patient equipment, product and supply costs, salaries, labor, benefits and other employee-related costs, third-party customer service, billing and collections and logistics costs, acquisitions, debt service, and to fund share repurchases. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set-up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, economic conditions may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition could be materially adversely affected.
As of December 31, 2025, AdaptHealth had approximately $106.1 million of cash.
In September 2024, AdaptHealth entered into an amendment to its existing credit agreement (as amended, the "2024 Credit Agreement"). The 2024 Credit Agreement included a $650 million term loan (the “2024 Term Loan”) and $300 million in revolving credit commitments with a $55 million letter of credit sublimit (the “2024 Revolver”, and together with the 2024 Term Loan, the "2024 Credit Facility"). The 2024 Credit Facility matures in September 2029. However, if the 6.125% Senior Notes (as defined below) have not been refinanced (to extend the maturity date to a date that is later than December 13, 2029) or repaid in full, on or prior to December 31, 2027, then the 2024 Credit Facility will mature on May 1, 2028; and, if the 4.625% Senior Notes (as defined below) have not been refinanced (to extend the maturity date to a date that is later than December 13, 2029) or repaid in full, on or prior to December 31, 2028, then the 2024 Credit Facility will mature on May 1, 2029. As of December 31, 2025, the outstanding borrowing under the 2024 Term Loan require quarterly principal repayments of $4.1 million through September 30, 2026, increasing to $8.1 million from December 31, 2026 through June 30, 2029, and the remaining unpaid principal balance is due in September 2029. During the years ended December 31, 2025 and 2024, AdaptHealth made voluntary repayments on the 2024 Term Loan totaling $218.8 million and $95.9 million, respectively. At December 31, 2025 and 2024, there was $315.0 million and $550.0 million, respectively, outstanding under the 2024 Term Loan. Borrowings under the 2024 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2024 Credit Agreement. At December 31, 2025, there was $26.3 million outstanding under letters of credit. Subsequent to December 31, 2025, the Company borrowed $100.0 million under the 2024 Revolver for working capital and other general corporate purposes. As of the date of this filing, there was $100.0 million of outstanding borrowings under the 2024 Revolver. At December 31, 2025, based on the financial debt covenants under the 2024 Credit Agreement, the maximum amount AdaptHealth could borrow under the 2024 Revolver and remain in compliance with the financial debt covenants under the agreement was $273.7 million.
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At the option of AdaptHealth, amounts borrowed under the 2024 Credit Agreement bear interest at variable rates based upon either the Base Rate (as defined in the 2024 Credit Agreement), payable quarterly, or Term SOFR (as defined in the 2024 Credit Agreement), payable monthly or every three months depending on the interest period selected. Interest periods for Term SOFR loans are available for one, three, or six months at the option of AdaptHealth. Base Rate loans accrue interest at a per annum rate equal to the sum of (a) the Base Rate determined on each day (subject to a zero percent floor), plus an applicable margin ranging from 0.50% to 2.25% per annum based on AdaptHealth's Consolidated Senior Secured Leverage Ratio (as defined in the 2024 Credit Agreement). Term SOFR loans accrue interest at a per annum rate equal to the sum of (a) Term SOFR for the applicable interest period (subject to a zero percent floor), plus (b) an applicable margin ranging from 1.50% to 3.25% per annum based on AdaptHealth's Consolidated Senior Secured Leverage Ratio. The 2024 Revolver carries a commitment fee during the term of the 2024 Credit Agreement ranging from 0.25% to 0.50% per annum of the actual daily undrawn portion of the 2024 Revolver depending upon AdaptHealth's Consolidated Senior Secured Leverage Ratio.
Under the 2024 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2024 Credit Agreement. The 2024 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. AdaptHealth was in compliance with the applicable covenants in the 2024 Credit Agreement as of December 31, 2025.
Any borrowing under the 2024 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 2024 Revolver may be reborrowed. Mandatory prepayments are required under the 2024 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with certain dispositions of assets and receipt of certain insurance proceeds or condemnation awards to the extent proceeds thereof are not reinvested, and unpermitted debt transactions.
At December 31, 2025, AdaptHealth had $1,435.0 million aggregate principal amount of unsecured senior notes outstanding. In August 2021, AdaptHealth issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (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. The 5.125% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, 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. In addition, AdaptHealth 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.
In January 2021, AdaptHealth issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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. The 4.625% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 4.625% Senior Notes if redeemed during the 12 months beginning February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth 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.
In July 2020, AdaptHealth issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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. The 6.125% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2025 is 101.021% and (ii) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control. In November 2025 and January 2026, the Company repurchased $15.0 million and $10.0 million aggregate principal amount of the 6.125% Senior Notes at an average price of 100.253% and 100.800% of such principal amounts, respectively, through open market transactions.
On July 4, 2025, the President signed the One Big Beautiful Bill Act (the "OBBBA") into law. The tax law changes under the OBBBA reduced AdaptHealth’s 2025 estimated cash income tax liability, resulting in a $29.2 million current income tax receivable, which is included in prepaid and other current assets in the accompanying consolidated
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balance sheets as of December 31, 2025. The majority of AdaptHealth’s income tax receivable relates to federal and state corporate income tax refunds, $10.0 million of which was received in January 2026. The remaining refunds are expected to be received in 2026.
As of December 31, 2025 and 2024, AdaptHealth had working capital of $16.5 million and $188.8 million, respectively. A significant portion of AdaptHealth’s current assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||
| (Unaudited) | |||||||||
| Net cash provided by operating activities | $ | 601,771 | $ | 541,839 | $ | 480,666 | |||
| Net cash used in investing activities | (303,190) | (310,275) | (357,278) | ||||||
| Net cash used in financing activities | (302,192) | (198,949) | (92,528) | ||||||
| Net (decrease) increase in cash | (3,611) | 32,615 | 30,860 | ||||||
| Cash at beginning of period | 109,747 | 77,132 | 46,272 | ||||||
| Cash at end of period | $ | 106,136 | $ | 109,747 | $ | 77,132 |
Net cash provided by operating activities for the years ended December 31, 2025 and 2024 was $601.8 million and $541.8 million, respectively, an increase of $60.0 million. The increase was the result of a $160.8 million decrease in net income (loss), a net increase of $128.1 million in non-cash charges, primarily from a goodwill impairment charge, depreciation and amortization, deferred income taxes, and the reduction in the carrying amount of operating and finance lease right-of-use assets, and a net $92.7 million increase resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory, accounts payable and accrued expenses, and income tax receivables.
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was $541.8 million and $480.7 million, respectively, an increase of $61.2 million. The increase was the result of a $769.6 million increase in net income, a net decrease of $709.3 million in non-cash charges, primarily from goodwill impairment charges, depreciation and amortization, the change in the estimated fair value of the warrant liability, deferred income taxes, and the reduction in the carrying amount of operating and finance lease right-of-use assets, a payment of $1.9 million for contingent consideration in connection with an acquisition, and a net $1.0 million decrease resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash used in investing activities for the years ended December 31, 2025, 2024 and 2023 was $303.2 million, $310.3 million and $357.3 million, respectively. The use of funds in 2025 primarily consisted of $382.4 million for equipment and other fixed asset purchases, $42.4 million for business acquisitions, partially offset by $120.4 million of proceeds from the sale of businesses. The use of funds in 2024 consisted of $306.1 million for equipment and other fixed asset purchases, $9.5 million for business acquisitions, partially offset by $5.3 million of proceeds from the sale of assets. The use of funds in 2023 consisted of $337.5 million for equipment and other fixed asset purchases, $19.7 million for business acquisitions, and $0.1 million for other investments.
Net cash used in financing activities for 2025 was $302.2 million and primarily consisted of repayments of $268.5 million on long-term debt and finance lease liabilities, payments of $25.0 million in connection with the Company's liability relating to the TRA, payments of $7.0 million for distributions to the noncontrolling interest, and payments of $2.7 million for tax withholdings associated with equity-based compensation, partially offset by proceeds of $1.2 million in connection with the employee stock purchase plan.
Net cash used in financing activities for 2024 was $198.9 million and consisted of repayments of $433.3 million on long-term debt (primarily in connection with the refinancing of the Company's credit agreement) and finance lease liabilities, payments of $6.4 million for debt issuance costs, payments of $5.6 million for distributions to the noncontrolling interest, payments of $5.3 million for contingent consideration and deferred purchase price in connection with acquisitions,
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payments of $2.1 million for tax withholdings associated with equity-based compensation, and payments of $1.4 million in connection with the Company's liability relating to the TRA, offset by borrowings on long-term debt and lines of credit of $253.5 million, proceeds of $1.0 million in connection with the employee stock purchase plan, and proceeds of $0.7 million relating to stock option exercises.
Net cash used in financing activities for 2023 was $92.5 million and consisted of repayments of $101.8 million on long-term debt and finance lease liabilities, payments of $29.3 million for Common Stock purchases under a share repurchase program, payments of $3.2 million in connection with the Company's liability relating to the TRA, payments of $5.8 million for tax withholdings associated with equity-based compensation and stock option exercises, a payment of $2.5 million for a distribution to the noncontrolling interest, and payments of $2.5 million for deferred purchase price in connection with acquisitions, offset by borrowings of long-term debt of $50.0 million, proceeds of $2.0 million in connection with the employee stock purchase plan and proceeds of $0.6 million relating to stock option exercises.
Free Cash Flow
The following table reconciles net cash provided by operating activities to free cash flow for the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | ||||||||
| (Unaudited) | |||||||||||
| Net cash provided by operating activities | $ | 601,771 | $ | 541,839 | $ | 480,666 | |||||
| Purchases of equipment and other fixed assets | (382,388) | (306,055) | (337,463) | ||||||||
| Free cash flow | $ | 219,383 | $ | 235,784 | $ | 143,203 |
Free cash flow was $219.4 million for the year ended December 31, 2025, compared to $235.8 million for the year ended December 31, 2024. The decrease in free cash flow was due to an increase in, and timing of, purchases of patient medical equipment for operating requirements, partially offset by higher net cash provided by operating activities, primarily due to a net increase in the cash provided from operating assets and liabilities related to accounts receivable, inventory and accounts payable and accrued expenses.
Free cash flow was $235.8 million for the year ended December 31, 2024, compared to $143.2 million for the year ended December 31, 2023. The increase in free cash flow was due to higher net cash provided by operating activities, primarily due to higher net income, and to a lesser extent, a net decrease in the use of cash from operating assets and liabilities, primarily from accounts receivable, inventory and accounts payable and accrued expenses. The increase in free cash flow was also due to a decrease in, and timing of, purchases of patient medical equipment for operating requirements.
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Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical estimates in relation to its consolidated financial statements include those related to revenue recognition and recoverability of goodwill.
Revenue Recognition
Revenues are recognized either at a point in time for the sale of supplies and consumables, over the service period for equipment rental (including, but not limited to, PAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. The Company determines the transaction price based on contractually agreed-upon amounts or rates, referred to as explicit price concessions, adjusted for estimates of variable consideration, such as implicit price concessions, based on historical reimbursement experience. The Company utilizes the expected value method to determine the amount of variable consideration, including implicit and explicit price concessions, that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience. The Company applies a 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.
The estimated implicit price concession requires significant judgment as it involves the complexity of third-party billing arrangements, contractual terms and the uncertainty of reimbursement amounts. The estimated implicit price concession is developed using assumptions based on the best information available to the Company at the time, but which are inherently uncertain and unpredictable and as a result, actual results may differ significantly from the Company's estimates.
Recoverability of Goodwill
The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made. Goodwill is not amortized, rather, it is assessed at the reporting unit level for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected reporting unit revenue, operating results or cash flows, and sustained decreases 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. In addition, if applicable, a goodwill impairment test is also performed immediately before and after a reorganization of the Company’s reporting structure when the reorganization would affect the composition of one or more of the Company’s reporting units.
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 qualitative or quantitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. Under the
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qualitative assessment, the Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any, by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If under the quantitative test the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, and judgment about impairment triggering events. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates and discount rates. Several of these assumptions could vary among reporting units. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company performs a reconciliation between its market capitalization and its estimate of the aggregate fair value of the reporting units, including consideration of an estimated control premium. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
Recent Accounting Pronouncements
Recently issued accounting pronouncements that may be relevant to the Company’s operations but have not yet been adopted are outlined in Note 2, Summary of Significant Accounting Policies - (ee) Recently Issued Accounting Pronouncements Not Yet Adopted, to its consolidated financial statements included in this report.
Commitments and Contingencies
From time to time and in the normal course of business, the Company is subject to loss contingencies, arising from legal proceedings, claims, and governmental and other investigations under or with respect to various governmental programs and state and federal laws relating to its business, including as a result of or following acquisitions and other business activities, that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If there is no probable estimate within a range of reasonably possible outcomes, the Company’s policy is to record at the low end of the range of such reasonably possible outcomes. Judgment is required to determine both probability and the estimated amount. The Company reviews its accruals quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations or proceedings, except as disclosed. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial condition or results of operations. However, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings, claims and investigations are inherently uncertain, and material adverse outcomes are possible. Professional legal fees associated with any such legal proceedings, claims and investigations are expensed as they are incurred. On October 24, 2023, Allegheny County Employees’ Retirement System, a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers, and certain underwriters in the United States District Court for the Eastern District of Pennsylvania. On January 23, 2024, the court entered an order appointing Allegheny County Employees' Retirement System, International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario, and City of Tallahassee Pension Plan as Lead Plaintiffs (the "Allegheny Lead Plaintiffs"). On May 14, 2024, Allegheny Lead Plaintiffs filed a consolidated complaint against the Company and certain of its current and former officers and directors, and certain underwriters, on behalf of shareholders that purchased or otherwise acquired the Company’s stock between August 4, 2020 and November 7, 2023 (as to the complaint the “Allegheny County Consolidated Complaint”; as to the action, the “Allegheny County Consolidated Class Action”). The Allegheny County Consolidated Complaint alleges, among other things, that the defendants violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company’s compliance programs and integration with respect to acquired companies. The Allegheny County Consolidated Complaint seeks unspecified damages. On July 23, 2024, the
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defendants filed a motion to dismiss the Allegheny County Consolidated Complaint. The Allegheny Lead Plaintiffs filed their opposition brief on October 1, 2024, and defendants filed their reply brief on November 15, 2024.
On May 28, 2025, the parties jointly filed a letter requesting that the Court hold the motion to dismiss in abeyance pending the outcome of a private mediation between the parties. On October 8, 2025, the parties attended a private mediation. On October 24, 2025, after subsequent settlement discussions, the parties jointly filed a letter informing the Court that the parties had reached an agreement in principle to settle the litigation and requesting until November 24, 2025 to negotiate the formal settlement agreement and file a preliminary approval motion. On November 21, 2025, Allegheny Lead Plaintiffs informed the Court that the parties required additional time to finalize the settlement papers and that Lead Plaintiffs intended to file the Motion for Preliminary Approval of Proposed Settlement and Approval of Notice to the Settlement Class on or before December 19, 2025.
On December 19, 2025, the parties filed said Motion and the preliminary approval order was granted by the Court on February 2, 2026. The proposed settlement is expected to be funded as follows: (i) $34.0 million of cash from the Company’s insurance carriers and (ii) $1.0 million of cash from the Company. At December 31, 2025, the Company recorded a liability of $35.0 million, consisting of the aggregate cash payments, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. In addition, at December 31, 2025, the Company recorded a receivable of $34.0 million, representing the amount to be received from the Company’s insurance carriers, which is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. For the year ended December 31, 2025, the Company recorded an expense of $1.0 million associated with the proposed settlement, which is included in other loss, net in the accompanying consolidated statements of operations. The proposed settlement is subject to preliminary and final Court approval and other customary closing conditions. Upon the effectiveness of the proposed settlement, the Company and its directors and officers as well as the other defendants named in the Allegheny County Consolidated Complaint will be released from the claims that were asserted or could have been asserted in the Consolidated Class Action, with certain limitations, by class members participating in the settlement. The Company has always maintained, and continues to believe, that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws. The settlement includes no admission of liability or wrongdoing and is subject to court approval. There can be no assurance that the settlement will be finalized and approved and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.
On January 13, 2026, after consultation with the parties, the Court denied Defendants’ pending motion to dismiss as moot, without prejudice, due to the pending settlement.
On March 20, 2024, a putative shareholder of the Company, Weiding Wu, filed a shareholder derivative complaint related to the allegations in the Allegheny County Complaint, and against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (as to the complaint, the “Wu Derivative Complaint”; as to the action, the “Wu Derivative Action”). The Wu Derivative Complaint alleges, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company's compliance programs and integration with respect to acquired companies. The Wu Derivative Complaint also alleges claims for unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement. The Wu Derivative Complaint seeks, among other things, an award of money damages.
On July 25, 2024, the parties to the Wu Derivative Action stipulated to stay the Wu Derivative Action pending final resolution of the Allegheny County Consolidated Class Action. On July 26, 2024, the court so-ordered the parties’ stipulation.
The Company intends to vigorously defend against the allegations contained in the Wu Derivative Complaint, but there can be no assurance that the defense will be successful.
On December 9, 2025, a putative shareholder, Aaron Frankel, filed under seal 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 (as to the complaint, the “Frankel Derivative Complaint”; as to the action, the “Frankel Derivative Action”). On January 7, 2026, the Court unsealed the Frankel Derivative Action, and Frankel notified the Company of the Frankel Derivative Action and conferred with the Company regarding necessary redactions of the Frankel Derivative Complaint. On January 28, 2026, Frankel filed a redacted amended complaint on the public docket.
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The Frankel Derivative Complaint is related to the allegations in the Allegheny County Complaint and Wu Derivative Complaint. It alleges, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company's compliance programs and integration with respect to acquired companies. The Frankel Derivative Complaint also alleges claims for unjust enrichment and waste of corporate assets. The Frankel Derivative Complaint seeks, among other things, an award of money damages.
The Company intends to vigorously defend against the allegations contained in the Frankel Derivative Complaint, but there can be no assurance that the defense will be successful.
On June 24, 2025, a putative shareholder of the Company, Blake T. Myers, filed against the Company a complaint in the Court of Chancery of the State of Delaware seeking to compel an inspection of books and records under 8 Del. C. § 220 (“Section 220”) (as to the complaint, the “Myers Section 220 Complaint”; as to the action, the “Myers Section 220 Action”). The Myers Section 220 Complaint asserts the putative shareholder’s right to inspect certain corporate books and records relevant to the issues in the Allegheny County Consolidated Class Action for the purported purposes of (i) investigating potential wrongdoing by the current and/or former members of the Board and the Company’s current and/or former executive officers, (ii) supporting appropriate action in the event current and/or former directors or executive officers did not properly discharge their fiduciary duties, and (iii) evaluating whether members of the current Board have a conflict of interest such that making a demand upon the Board to bring a derivative action on behalf of the Company would be futile.
On July 1, 2025, the parties to the Myers Section 220 Action met and conferred regarding a mutually agreeable resolution to obviate the need for litigation and agreed that a thirty-day window to continue negotiations was appropriate. On July 2, 2025, putative shareholder Myers filed a letter to the Court requesting upcoming deadlines to be extended through August 1, 2025. The Court granted the requested extension on July 8, 2025. On July 31, 2025, Myers filed a letter to the Court requesting upcoming deadlines be extended through August 31, 2025, which the Court granted on August 5, 2025. On September 3, 2025, Myers filed a letter to the Court requesting upcoming deadlines be extended through October 3, 2025. On September 26, 2025, the Company completed its production to Myers. On October 3, 2025, Myers filed a letter to the Court requesting additional time for the parties to confer about the Company’s production and offering to provide a subsequent update to the Court on November 3, 2025. On October 6, 2025, the Court stayed the action pending any further requests of the parties. On November 3, 2025, Myers filed a letter informing the Court that the parties are continuing to confer and offering to provide a subsequent update to the Court on December 3, 2025. The Company completed its production on November 19, 2025.
On December 3, 2025, Myers voluntarily dismissed the action.
On February 6, 2026, Myers filed a shareholder derivative complaint under seal related to the allegations in the Allegheny County Consolidated Complaint against certain current and former directors and officers of the Company in the Delaware Court of Chancery (as to the Complaint, the “Myers Derivative Complaint;” as to the action, the “Myers Derivative Action”). The Myers Derivative Complaint alleges claims for breach of fiduciary duty, insider trading, and unjust enrichment under Delaware law. On February 12, 2026, Myers filed a redacted complaint on the public docket.
The Company intends to vigorously defend against the allegations contained in the Myers Derivative Complaint, but there can be no assurance that the defense will be successful.
In October 2022, a former customer of the Company, Mr. Ray (“Plaintiff”), filed an individual action against the Company and a collection agency for violation of North Carolina’s Debt Collection Practices Act (“the Act”) based on allegations that the Company failed to address Mr. Ray’s billing concerns and issue a refund in a timely manner related to his return of medical equipment. Plaintiff was permitted to amend his individual complaint to a class action complaint on behalf of similarly situated North Carolina residents who allegedly experienced improper billing issues after the asserted return of medical equipment. Over continued objection, and after withdrawing a motion for class certification, Plaintiff amended his class action complaint again in May 2025 to assert violations of the Act related to three classes of North Carolinians: (a) a class of patients who were allegedly improperly billed after returning equipment, (b) a class of patients who were allegedly improperly charged a late fee after assertedly returning their equipment, and (c) a class of patients who received collection letters that allegedly violated the Act. Plaintiff has argued that the claims are meritorious, and the classes could be certified up to and including approximately 130,000 North Carolina patients. The Company has vigorously defended the case; believes the claims lack merit; and, believes that none of the three classes could be certified. Neither the
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merits of the case nor the certification of these classes have been reviewed by the Court. While nonetheless strongly defending the case, to minimize exposure and risk under the Act, and reduce further litigation expenses, the Company has also pursued settlement options. The Company and the Plaintiff, a proposed class representative, recently agreed to inform the Court that the parties have agreed to certify the classes and settle the case as to Class A, Class B and Class C members for a total settlement payment to be made by the Company of $14.5 million in consideration for full releases of the Company. At December 31, 2025, the Company recorded a liability of $14.5 million, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. For the year ended December 31, 2025, the Company recorded an expense of $14.5 million associated with the proposed settlement, which is included in general and administrative expenses in the accompanying consolidated statements of operations. This outcome, while considered likely by the Company, is not fixed and is contingent on factors not wholly within the Company’s control, including finalizing additional material terms with Plaintiff, seeking and achieving preliminary approval by the Court, an administrative process, and obtaining final approvals from the Court. Should this pathway for resolution fail, the Company will continue its robust defense of the case.
On July 29, 2024, the U.S. Attorney’s Office for the District of South Carolina issued a civil investigative demand to the Company pursuant to the FCA regarding whether the Company submitted false claims in violation of the FCA related to its billing of, and reimbursements from, federal health care programs for humidifiers that are integrated with PAP devices and provided to patients from January 1, 2017 to the present. The Company is fully cooperating with the investigation. Given the stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
On March 8, 2025, the U.S. Attorney’s Office for the Eastern District of Pennsylvania issued a civil investigative demand to the Company pursuant to the FCA surrounding whether the Company submitted false claims in violation of the FCA related to its billing of, and reimbursements from, federal health care programs for respiratory devices and related supplies provided to patients from January 1, 2018 to the present. The Company is fully cooperating with the investigation. Given the stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001628280-25-007740.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.'s ("AdaptHealth" or the "Company") consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, "Risk Factors," of this Annual Report on Form 10-K. Certain amounts that appear in this section may not sum due to rounding.
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Re-segmentation
Effective October 1, 2024, AdaptHealth realigned its reportable segments as a result of organizational changes and to reflect the way AdaptHealth’s Chief Operating Decision Maker assesses performance and allocates resources. Under the current structure, AdaptHealth operates its business through four reportable segments that align to AdaptHealth’s product categories: Sleep Health, Respiratory Health, Diabetes Health, and Wellness at Home. All segment information is reflective of this current structure and prior period information has been recast to conform to the current period presentation. A description of the products and services provided within each of the Company’s four reportable segments is provided below. In addition, refer to the section titled Segment Results of Operations below for a discussion of the operating results of AdaptHealth's reportable segments.
Reclassifications
Prior to the quarter ended December 31, 2024, AdaptHealth classified certain expenses, primarily related to revenue cycle management costs, as a component of Cost of net revenue in its Consolidated Statements of Operations. Beginning in the quarter ended December 31, 2024, AdaptHealth has classified these costs within General and administrative expenses to better align with common industry practice. As such, AdaptHealth has classified these costs as General and administrative expenses in its Consolidated Statements of Operations for the year ended December 31, 2024, and has reclassified these costs in its Consolidated Statements of Operations for all prior periods presented in order to conform to the current year presentation. During the years ended December 31, 2023 and 2022, AdaptHealth reclassified $144.5 million and $162.7 million from Cost of net revenue to General and administrative expenses, respectively. The resulting reclassifications had no impact on AdaptHealth's historical reported net revenues, operating income (loss), or cash flows from operating activities, investing activities, and financing activities for any period.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home. A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Sleep Health
The Sleep Health segment provides sleep therapy equipment, supplies and related services (including CPAP and BiLevel services) to individuals for the treatment of obstructive sleep apnea.
Respiratory Health
The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure.
Diabetes Health
The Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes.
Wellness at Home
The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of December 31, 2024, AdaptHealth serviced approximately 4.2 million patients annually in all 50 states through our network of approximately 660 locations in 47 states. The Company's principal executive offices are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.
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Impact of Inflation
The cost to manufacture and distribute the equipment and products that AdaptHealth provides to patients is influenced by the cost of materials, labor, and transportation, including fuel costs. Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies. Increases in inflation could impact the overall demand for AdaptHealth’s products and services, availability of materials, its costs for labor, equipment and products, shipping, warehousing and other operational overhead and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth’s business, financial position, results of operations and cash flows. Additionally, it is not certain whether AdaptHealth would be able to pass increased costs onto customers to offset inflationary pressures. AdaptHealth has experienced inflationary pressure and higher costs as a result of increased cost of materials, labor and transportation. The increase in the cost of equipment and products is due in part to higher cost of shipping and general inflationary cost increases. Although there have been increases in inflation, AdaptHealth cannot predict whether these trends will continue. AdaptHealth’s mitigation efforts relating to these inflationary pressures include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth’s digital platform for prescriptions, orders and delivery.
Key Components of Operating Results
Net Revenue. Net revenue is recognized for services and related products that AdaptHealth provides to patients for healthcare-at-home solutions including home medical equipment ("HME"), medical supplies and related services. Revenues are recognized either at a point in time for the sale of supplies and disposables, over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering inflationary pressures.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities and vehicle rental costs, and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including revenue cycle management costs, information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Goodwill Impairment
AdaptHealth has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions AdaptHealth has made. Goodwill is not amortized, rather, it is assessed at the reporting unit level for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in AdaptHealth's stock price or market capitalization. Such changes in circumstance can include, among others, changes in the
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legal environment, reimbursement environment, operating performance, and/or future prospects. AdaptHealth performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a qualitative or quantitative basis. AdaptHealth first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. Under the qualitative assessment, the Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If determined necessary, AdaptHealth applies the quantitative impairment test to identify and measure the amount of impairment, if any, by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If under the quantitative test the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, and judgment about impairment triggering events. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates and discount rates. Several of these assumptions could vary among reporting units. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company performs a reconciliation between its market capitalization and its estimate of the aggregate fair value of the reporting units, including consideration of an estimated control premium. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
During the year ended December 31, 2024, AdaptHealth recorded non-cash goodwill impairment charges totaling $13.1 million related to the disposition of certain immaterial custom rehab technology assets. The Company recognized an immaterial loss as a result of this transaction.
During the year ended December 31, 2023, AdaptHealth experienced declines in its market capitalization as a result of sustained decreases in AdaptHealth's stock price and also revised its financial projections. AdaptHealth considered these items to represent triggering events and performed a goodwill impairment test at each quarterly reporting date during 2023. Based on the results of the tests performed as of September 30, 2023 and December 31, 2023, it was concluded that the estimated fair value of AdaptHealth's reporting unit at that time was less than its carrying values at such dates; as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million during the year ended December 31, 2023.
Debt
In September 2024, AdaptHealth entered into an amendment to the 2021 Credit Agreement (as defined below) (as amended, the “2024 Credit Agreement”). The 2024 Credit Agreement includes a $650 million term loan (the "2024 Term Loan") and $300 million in revolving credit commitments (the "2024 Revolver", and together with the 2024 Term Loan, the "2024 Credit Facility") with a $55 million letter of credit sublimit.
In January 2021, AdaptHealth refinanced its outstanding debt borrowings under its then existing credit agreement and entered into a new credit agreement, which was subsequently amended in April 2021 and March 2023 (the “2021 Credit Agreement”). The 2021 Credit Agreement included an $800 million term loan and $450 million in revolving credit commitments with a $55 million letter of credit sublimit. Outstanding borrowings under the 2021 Credit Agreement were refinanced in connection with the 2024 Credit Agreement as discussed above.
See section below, titled Liquidity and Capital Resources, for additional discussion related to AdaptHealth’s long-term debt.
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by AdaptHealth’s Diabetes Health segment is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory
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infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations, which could impact the timing of revenue generated by AdaptHealth's Respiratory Health segment. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
Key Business Metrics
AdaptHealth focuses on Net revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow as it reviews its performance. Refer to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow included in the non-GAAP measures section below.
Total net revenue is comprised of net sales revenue, net revenue from fixed monthly equipment reimbursements, and net revenue from capitated revenue arrangements. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and disposables. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, CPAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment). Net revenue from capitated revenue arrangements consists of revenue recognized in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. AdaptHealth’s revenue recognized under its capitation arrangements for the years ended December 31, 2023 and 2022 is included in net sales revenue and net revenue from fixed monthly equipment reimbursements by segment in the tables below, which was immaterial for those periods.
| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2024 | June 30, 2024 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 237,592 | 30.0 | % | $ | 242,526 | 30.1 | % | $ | 246,895 | 30.6 | % | $ | 265,319 | 31.0 | % | $ | 992,332 | 30.4 | % | ||||||||||||||
| Respiratory Health | 7,905 | 1.0 | % | 8,033 | 1.0 | % | 8,307 | 1.0 | % | 8,443 | 1.0 | % | 32,688 | 1.0 | % | |||||||||||||||||||
| Diabetes Health | 146,979 | 18.5 | % | 147,260 | 18.3 | % | 137,099 | 17.0 | % | 167,108 | 19.5 | % | 598,446 | 18.4 | % | |||||||||||||||||||
| Wellness at Home | 113,664 | 14.4 | % | 118,586 | 14.7 | % | 118,392 | 14.8 | % | 116,663 | 13.6 | % | 467,305 | 14.3 | % | |||||||||||||||||||
| Total net sales revenue | $ | 506,140 | 63.9 | % | $ | 516,405 | 64.1 | % | $ | 510,693 | 63.4 | % | $ | 557,533 | 65.1 | % | $ | 2,090,771 | 64.1 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 80,690 | 10.2 | % | $ | 82,053 | 10.2 | % | $ | 81,530 | 10.1 | % | $ | 83,456 | 9.7 | % | $ | 327,729 | 10.1 | % | ||||||||||||||
| Respiratory Health | 137,232 | 17.3 | % | 138,898 | 17.2 | % | 140,930 | 17.5 | % | 141,469 | 16.5 | % | 558,529 | 17.1 | % | |||||||||||||||||||
| Diabetes Health | 2,279 | 0.3 | % | 2,383 | 0.3 | % | 2,437 | 0.3 | % | 2,605 | 0.3 | % | 9,704 | 0.3 | % | |||||||||||||||||||
| Wellness at Home | 34,137 | 4.3 | % | 34,992 | 4.3 | % | 37,418 | 4.7 | % | 37,548 | 4.4 | % | 144,095 | 4.4 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 254,338 | 32.1 | % | $ | 258,326 | 32.0 | % | $ | 262,315 | 32.6 | % | $ | 265,078 | 30.9 | % | $ | 1,040,057 | 31.9 | % | ||||||||||||||
| Net revenue from capitated revenue arrangements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 7,052 | 0.9 | % | $ | 6,976 | 0.9 | % | $ | 7,379 | 0.9 | % | $ | 7,745 | 0.9 | % | $ | 29,152 | 0.9 | % | ||||||||||||||
| Respiratory Health | 15,126 | 1.9 | % | 14,455 | 1.8 | % | 14,942 | 1.9 | % | 15,410 | 1.8 | % | 59,933 | 1.8 | % | |||||||||||||||||||
| Diabetes Health | 1,598 | 0.2 | % | 1,546 | 0.2 | % | 1,536 | 0.2 | % | 1,580 | 0.2 | % | 6,260 | 0.2 | % | |||||||||||||||||||
| Wellness at Home | 8,243 | 1.0 | % | 8,267 | 1.0 | % | 8,993 | 1.0 | % | 9,299 | 1.1 | % | 34,802 | 1.1 | % | |||||||||||||||||||
| Total net revenue from capitated revenue arrangements | $ | 32,019 | 4.0 | % | $ | 31,244 | 3.9 | % | $ | 32,850 | 4.0 | % | $ | 34,034 | 4.0 | % | $ | 130,147 | 4.0 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 325,334 | 41.1 | % | $ | 331,555 | 41.2 | % | $ | 335,804 | 41.6 | % | $ | 356,520 | 41.6 | % | $ | 1,349,213 | 41.4 | % | ||||||||||||||
| Respiratory Health | 160,263 | 20.2 | % | 161,386 | 20.0 | % | 164,179 | 20.4 | % | 165,322 | 19.3 | % | 651,150 | 19.9 | % | |||||||||||||||||||
| Diabetes Health | 150,856 | 19.0 | % | 151,189 | 18.8 | % | 141,072 | 17.5 | % | 171,293 | 20.0 | % | 614,410 | 18.9 | % | |||||||||||||||||||
| Wellness at Home | 156,044 | 19.7 | % | 161,845 | 20.0 | % | 164,803 | 20.5 | % | 163,510 | 19.1 | % | 646,202 | 19.8 | % | |||||||||||||||||||
| Total net revenue | $ | 792,497 | 100.0 | % | $ | 805,975 | 100.0 | % | $ | 805,858 | 100.0 | % | $ | 856,645 | 100.0 | % | $ | 3,260,975 | 100.0 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 223,007 | 29.9 | % | $ | 225,364 | 28.4 | % | $ | 242,113 | 30.1 | % | $ | 256,619 | 29.9 | % | $ | 947,103 | 29.6 | % | ||||||||||||||
| Respiratory Health | 7,839 | 1.1 | % | 8,076 | 1.0 | % | 10,632 | 1.3 | % | 18,672 | 2.2 | % | 45,219 | 1.4 | % | |||||||||||||||||||
| Diabetes Health | 142,544 | 19.1 | % | 165,021 | 20.8 | % | 157,328 | 19.6 | % | 182,538 | 21.3 | % | 647,431 | 20.2 | % | |||||||||||||||||||
| Wellness at Home | 118,865 | 16.0 | % | 123,172 | 15.6 | % | 122,052 | 15.2 | % | 127,460 | 14.8 | % | 491,549 | 15.4 | % | |||||||||||||||||||
| Total net sales revenue | $ | 492,255 | 66.1 | % | $ | 521,633 | 65.8 | % | $ | 532,125 | 66.2 | % | $ | 585,289 | 68.2 | % | $ | 2,131,302 | 66.6 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 80,922 | 10.9 | % | $ | 86,783 | 10.9 | % | $ | 88,596 | 11.0 | % | $ | 88,310 | 10.3 | % | $ | 344,611 | 10.8 | % | ||||||||||||||
| Respiratory Health | 134,723 | 18.1 | % | 145,889 | 18.4 | % | 143,752 | 17.9 | % | 144,980 | 16.9 | % | 569,344 | 17.8 | % | |||||||||||||||||||
| Diabetes Health | 3,831 | 0.5 | % | 3,886 | 0.5 | % | 2,609 | 0.3 | % | 2,282 | 0.3 | % | 12,608 | 0.4 | % | |||||||||||||||||||
| Wellness at Home | 32,895 | 4.4 | % | 35,095 | 4.4 | % | 36,949 | 4.6 | % | 37,373 | 4.3 | % | 142,312 | 4.4 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 252,371 | 33.9 | % | $ | 271,653 | 34.2 | % | $ | 271,906 | 33.8 | % | $ | 272,945 | 31.8 | % | $ | 1,068,875 | 33.4 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 303,929 | 40.8 | % | $ | 312,147 | 39.3 | % | $ | 330,709 | 41.1 | % | $ | 344,929 | 40.2 | % | $ | 1,291,714 | 40.4 | % | ||||||||||||||
| Respiratory Health | 142,562 | 19.2 | % | 153,965 | 19.4 | % | 154,384 | 19.2 | % | 163,652 | 19.1 | % | 614,563 | 19.2 | % | |||||||||||||||||||
| Diabetes Health | 146,375 | 19.6 | % | 168,907 | 21.3 | % | 159,937 | 19.9 | % | 184,820 | 21.6 | % | 660,039 | 20.6 | % | |||||||||||||||||||
| Wellness at Home | 151,760 | 20.4 | % | 158,267 | 20.0 | % | 159,001 | 19.8 | % | 164,833 | 19.1 | % | 633,861 | 19.8 | % | |||||||||||||||||||
| Total net revenue | $ | 744,626 | 100.0 | % | $ | 793,286 | 100.0 | % | $ | 804,031 | 100.0 | % | $ | 858,234 | 100.0 | % | $ | 3,200,177 | 100.0 | % |
| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentages) | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 203,551 | 28.8 | % | $ | 203,635 | 28.0 | % | $ | 207,214 | 27.4 | % | $ | 216,671 | 27.8 | % | $ | 831,071 | 28.0 | % | ||||||||||||||
| Respiratory Health | 7,748 | 1.1 | % | 7,631 | 1.0 | % | 9,561 | 1.3 | % | 8,504 | 1.1 | % | 33,444 | 1.1 | % | |||||||||||||||||||
| Diabetes Health | 151,359 | 21.4 | % | 162,258 | 22.3 | % | 169,075 | 22.3 | % | 188,296 | 24.1 | % | 670,988 | 22.6 | % | |||||||||||||||||||
| Wellness at Home | 113,298 | 16.1 | % | 119,129 | 16.4 | % | 126,673 | 16.7 | % | 121,077 | 15.5 | % | 480,177 | 16.2 | % | |||||||||||||||||||
| Total net sales revenue | $ | 475,956 | 67.4 | % | $ | 492,653 | 67.7 | % | $ | 512,523 | 67.7 | % | $ | 534,548 | 68.5 | % | $ | 2,015,680 | 67.9 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements: | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 57,938 | 8.2 | % | $ | 65,661 | 9.0 | % | $ | 72,423 | 9.6 | % | $ | 76,683 | 9.8 | % | $ | 272,705 | 9.2 | % | ||||||||||||||
| Respiratory Health | 132,580 | 18.8 | % | 128,866 | 17.7 | % | 130,618 | 17.3 | % | 128,633 | 16.5 | % | 520,697 | 17.5 | % | |||||||||||||||||||
| Diabetes Health | 3,946 | 0.6 | % | 4,034 | 0.6 | % | 4,211 | 0.6 | % | 3,912 | 0.5 | % | 16,103 | 0.5 | % | |||||||||||||||||||
| Wellness at Home | 35,784 | 5.0 | % | 36,401 | 5.0 | % | 36,720 | 4.8 | % | 36,505 | 4.7 | % | 145,410 | 4.9 | % | |||||||||||||||||||
| Total net revenue from fixed monthly equipment reimbursements | $ | 230,248 | 32.6 | % | $ | 234,962 | 32.3 | % | $ | 243,972 | 32.3 | % | $ | 245,733 | 31.5 | % | $ | 954,915 | 32.1 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep Health | $ | 261,489 | 37.0 | % | $ | 269,296 | 37.0 | % | $ | 279,637 | 37.0 | % | $ | 293,354 | 37.6 | % | $ | 1,103,776 | 37.2 | % | ||||||||||||||
| Respiratory Health | 140,328 | 19.9 | % | 136,497 | 18.7 | % | 140,179 | 18.6 | % | 137,137 | 17.6 | % | 554,141 | 18.6 | % | |||||||||||||||||||
| Diabetes Health | 155,305 | 22.0 | % | 166,292 | 22.9 | % | 173,286 | 22.9 | % | 192,208 | 24.6 | % | 687,091 | 23.1 | % | |||||||||||||||||||
| Wellness at Home | 149,082 | 21.1 | % | 155,530 | 21.4 | % | 163,393 | 21.5 | % | 157,582 | 20.2 | % | 625,587 | 21.1 | % | |||||||||||||||||||
| Total net revenue | $ | 706,204 | 100.0 | % | $ | 727,615 | 100.0 | % | $ | 756,495 | 100.0 | % | $ | 780,281 | 100.0 | % | $ | 2,970,595 | 100.0 | % |
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Consolidated Results of Operations
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2024 and 2023:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 3,260,975 | 100.0 | % | $ | 3,200,177 | 100.0 | % | $ | 60,798 | 1.9 | % | |||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue (a) | 2,579,882 | 79.1 | % | 2,576,110 | 80.4 | % | 3,772 | 0.1 | % | ||||||||||||
| General and administrative expenses (a) | 359,238 | 11.0 | % | 334,594 | 10.5 | % | 24,644 | 7.4 | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 45,045 | 1.4 | % | 57,087 | 1.8 | % | (12,042) | (21.1) | % | ||||||||||||
| Goodwill impairment | 13,078 | 0.4 | % | 830,787 | 26.0 | % | (817,709) | (98.4) | % | ||||||||||||
| Total costs and expenses | 2,997,243 | 91.9 | % | 3,798,578 | 118.7 | % | (801,335) | (21.1) | % | ||||||||||||
| Operating income (loss) | 263,732 | 8.1 | % | (598,401) | (18.7) | % | 862,133 | (144.1) | % | ||||||||||||
| Interest expense, net | 126,668 | 3.9 | % | 130,299 | 4.1 | % | (3,631) | (2.8) | % | ||||||||||||
| Change in fair value of warrant liability | (4,021) | (0.1) | % | (34,482) | (1.1) | % | 30,461 | (88.3) | % | ||||||||||||
| Loss on extinguishment of debt | 2,273 | 0.1 | % | — | — | % | 2,273 | — | % | ||||||||||||
| Other loss, net | 2,793 | 0.1 | % | 29,566 | 0.9 | % | (26,773) | (90.6) | % | ||||||||||||
| Income (loss) before income taxes | 136,019 | 4.1 | % | (723,784) | (22.6) | % | 859,803 | (118.8) | % | ||||||||||||
| Income tax expense (benefit) | 41,239 | 1.2 | % | (49,004) | (1.5) | % | 90,243 | (184.2) | % | ||||||||||||
| Net income (loss) | 94,780 | 2.9 | % | (674,780) | (21.1) | % | 769,560 | (114.0) | % | ||||||||||||
| Income attributable to noncontrolling interests | 4,358 | 0.1 | % | 4,115 | 0.1 | % | 243 | 5.9 | % | ||||||||||||
| Net income (loss) attributable to AdaptHealth Corp. | $ | 90,422 | 2.8 | % | $ | (678,895) | (21.2) | % | $ | 769,317 | (113.3) | % |
(a) Certain amounts previously reported within Cost of net revenue have been reclassified to General and administrative expenses in order to conform to the current year presentation. See Note 2(d), Reclassifications, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such reclassification.
Net Revenue. The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
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| Variance 2024 vs. 2023 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands, except percentages) | $ | % | |||||
| (Unaudited) | |||||||
| Revenue change driver: | |||||||
| Increase from non-acquired growth | $ | 56,272 | 1.8 | % | |||
| Increase from acquisitions | 4,526 | 0.1 | % | ||||
| Total change in net revenue | $ | 60,798 | 1.9 | % |
Net revenue for the years ended December 31, 2024 and 2023 was $3,261.0 million and $3,200.2 million, respectively, an increase of $60.8 million or 1.9%. The increase in net revenue was primarily driven by non-acquired growth of $56.3 million, as well as acquisitions, which increased net revenue by $4.5 million.
Net revenue from AdaptHealth's Sleep Health segment increased by $57.5 million, or 4.5%, for the year ended December 31, 2024 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for sleep products, including CPAP resupply products. Net revenue from AdaptHealth's Respiratory Health segment increased by $36.6 million, or 6.0%, for the year ended December 31, 2024 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for respiratory products. Net revenue from AdaptHealth's Diabetes Health segment decreased by $45.6 million, or 6.9%, for the year ended December 31, 2024 compared to the prior year period, primarily due to a shift in diabetes patients by certain large commercial insurance and other payors from DME suppliers to dual-benefit and pharmacy-only suppliers, and lower net revenue from insulin pumps and supplies as a result of a shift toward more pumps being sold to patients through the pharmacy channel, as well as the effect from manufacturers bringing additional distribution business in-house and a decrease in CGM patient census. Net revenue from AdaptHealth's Wellness at Home segment increased by $12.3 million, or 1.9% for the year ended December 31, 2024 compared to the prior year period, primarily due to increased revenues from HME products and certain other product categories within this segment, partially offset by decreased revenues related to supplies. AdaptHealth's Sleep Health, Respiratory Health, and Wellness at Home segments, and to a lesser extent, its Diabetes Health segment, had increased revenues from capitated revenue arrangements for the year ended December 31, 2024 compared to the prior year period when such revenues were immaterial.
For the year ended December 31, 2024, net sales revenue comprised 64% of total net revenue, compared to 67% of total net revenue for the year ended December 31, 2023. For the year ended December 31, 2024, net revenue from fixed monthly equipment reimbursements comprised 32% of total net revenue, compared to 33% of total net revenue for the year ended December 31, 2023. For the year ended December 31, 2024, net revenue from capitated revenue arrangements comprised 4% of total net revenue. For the year ended December 31, 2023, net revenue from capitated revenue arrangements was immaterial.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2024 and 2023:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Costs of net revenue: | |||||||||||||||||||||
| Cost of products and supplies | $ | 1,288,162 | 39.5 | % | $ | 1,310,213 | 40.9 | % | $ | (22,051) | (1.7) | % | |||||||||
| Salaries, labor and benefits | 730,597 | 22.4 | % | 716,531 | 22.3 | % | 14,066 | 2.0 | % | ||||||||||||
| Patient equipment depreciation | 320,289 | 9.8 | % | 325,696 | 10.2 | % | (5,407) | (1.7) | % | ||||||||||||
| Rent and occupancy | 71,874 | 2.2 | % | 68,375 | 2.1 | % | 3,499 | 5.1 | % | ||||||||||||
| Other operating expenses | 168,960 | 5.2 | % | 155,295 | 4.9 | % | 13,665 | 8.8 | % | ||||||||||||
| Total cost of net revenue | $ | 2,579,882 | 79.1 | % | $ | 2,576,110 | 80.4 | % | $ | 3,772 | 0.1 | % |
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Certain amounts previously reported within these categories of Cost of net revenue have been reclassified to General and administrative expenses in order to conform to the current year presentation. See Note 2(d), Reclassifications, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such reclassification.
Cost of net revenue for the years ended December 31, 2024 and 2023 was $2,579.9 million and $2,576.1 million, respectively, an increase of $3.8 million or 0.1%. Costs of products and supplies decreased by $22.1 million primarily related to a decrease in net sales revenue from AdaptHealth's Diabetes Health segment and the impact of credits received from a supplier related to certain product recalls which were recognized as a reduction to the cost of products and supplies in 2024, partially offset by general inflationary cost increases. Salaries, labor and benefits increased by $14.1 million, primarily due to increased salaries, benefits costs and annual merit increases, partially offset by cost savings actions implemented in the second half of 2023 resulting in headcount reductions. Patient equipment depreciation decreased by $5.4 million, primarily due to lower net revenue from fixed monthly equipment reimbursements, partially offset by higher medical equipment prices. The increase in other operating expenses was primarily due to higher distribution expenses, vehicle rental costs, and equipment repair costs.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2024 and 2023 were $359.2 million and $334.6 million, respectively, an increase of $24.6 million or 7.4%. This increase is primarily due to higher salaries, labor and benefits, professional and consulting fees, software costs, and increased legal reserves, partially offset by lower equity-based compensation expense and restructuring expenses related to a cost savings program that was implemented in 2023. General and administrative expenses as a percentage of net revenue was 11.0% in 2024, compared to 10.5% in 2023. General and administrative expenses in 2024 included $11.3 million of equity-based compensation expense, and other non-recurring expenses of $28.7 million, consisting of $13.9 million of consulting expenses associated with systems implementation activities, $4.5 million of consulting expenses associated with asset dispositions, $4.2 million of expenses associated with litigation, $3.8 million of severance charges (of which $3.0 million relates to the separation of the Company's former President), and $2.3 million of other expenses, primarily related to professional and consulting expenses. General and administrative expenses in 2023 included $17.7 million of equity-based compensation expense and other non-recurring expenses of $29.9 million, primarily consisting of $12.8 million of expenses associated with litigation, $6.5 million of expenses associated with cost savings initiatives, $5.6 million of consulting expenses associated with systems implementation activities, $2.9 million of severance relating to the separation of the Company's former CEO, and $1.0 million of transaction costs.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2024 and 2023 was $45.0 million and $57.1 million, respectively, a decrease of $12.1 million, primarily related to lower intangible amortization expense.
Goodwill Impairment. The goodwill impairment charge for the year ended December 31, 2024 relates to the disposition of certain immaterial custom rehab technology assets during 2024. The Company performed a goodwill impairment test at each quarterly reporting date during 2023, and based on the results of the tests performed at September 30, 2023 and December 31, 2023, it was concluded that the estimated fair value of AdaptHealth’s reporting unit was less than its carrying values at such dates, as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million in 2023. See Note 7, Goodwill and Identifiable Intangible Assets, for additional details.
Interest Expense, net. Interest expense, net for the years ended December 31, 2024 and 2023 was $126.7 million and $130.3 million, respectively, a decrease of $3.6 million. Interest expense related to AdaptHealth's credit agreement decreased by $7.3 million in 2024 compared to 2023 as a result of lower interest rates as well as lower average outstanding borrowings in 2024 compared to 2023. This decrease was partially offset by an increase of $1.5 million related to AdaptHealth's finance leases in 2024 compared to 2023. In addition, the impact from AdaptHealth's interest rate swap agreements reduced interest expense by $6.3 million and $8.5 million in 2024 and 2023, respectively.
Change in Fair Value of Warrant Liability. AdaptHealth had outstanding warrants to purchase shares of Common Stock, as discussed in Note 13, Stockholders' Equity – Warrants, to the accompanying December 31, 2024 consolidated financial statements. These warrants were liability-classified, and the change in fair value of the warrant liability represented a non-cash gain in 2024 and 2023 for the change in the estimated fair value of such liability during the respective periods. These warrants expired on November 8, 2024.
Other loss, net. Other loss, net for the year ended December 31, 2024 consisted of a pre-tax expense of $2.4 million for the change in fair value of shares of AdaptHealth's Common Stock that were issued in July 2024 following final court approval of the settlement of a previously disclosed securities class action lawsuit, as well as an expense of $0.9
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million to settle a shareholder derivative complaint, partially offset by $0.5 million of equity income related to an equity method investment. Other loss, net for the year ended December 31, 2023 consisted of a pre-tax expense of $25.1 million relating to an agreement to settle a previously disclosed securities class action lawsuit, net of expected contributions from the Company’s insurers, $4.8 million of lease termination costs associated with a cost management program, $0.9 million of impairments of operating lease right-of-use assets, $1.2 million of expenses associated with other legal settlements, and a $0.3 million charge for the increase in the fair value of a contingent consideration liability related to an acquisition, partially offset by income of $2.5 million related to changes in AdaptHealth’s estimated TRA liability, and $0.3 million of equity income related to an equity method investment.
Income Tax Expense/Benefit. Income tax expense for the year ended December 31, 2024 was $41.2 million compared to an income tax benefit of $49.0 million for the year ended December 31, 2023. The increase in income tax expense was primarily related to increased adjusted pre-tax income, net of warrant liability fair value adjustments and goodwill impairment charges. Additionally, the Company recognized a $1.0 million and $64.8 million income tax benefit, and corresponding increase to net deferred tax assets, related to non-cash goodwill impairment charges of $13.1 million and $830.8 million recognized during the years ended December 31, 2024 and 2023, respectively. See Note 7, Goodwill and Identifiable Intangible Assets, to the accompanying December 31, 2024 consolidated financial statements for additional details.
Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2023 and 2022:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 3,200,177 | 100.0 | % | $ | 2,970,595 | 100.0 | % | $ | 229,582 | 7.7 | % | |||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue (a) | 2,576,110 | 80.4 | % | 2,390,480 | 80.5 | % | 185,630 | 7.8 | % | ||||||||||||
| General and administrative expenses (a) | 334,594 | 10.5 | % | 324,814 | 10.9 | % | 9,780 | 3.0 | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 57,087 | 1.8 | % | 64,890 | 2.2 | % | (7,803) | (12.0) | % | ||||||||||||
| Goodwill impairment | 830,787 | 26.0 | % | — | — | % | 830,787 | — | % | ||||||||||||
| Total costs and expenses | 3,798,578 | 118.7 | % | 2,780,184 | 93.6 | % | 1,018,394 | 36.6 | % | ||||||||||||
| Operating (loss) income | (598,401) | (18.7) | % | 190,411 | 6.4 | % | (788,812) | (414.3) | % | ||||||||||||
| Interest expense, net | 130,299 | 4.1 | % | 109,414 | 3.7 | % | 20,885 | 19.1 | % | ||||||||||||
| Change in fair value of warrant liability | (34,482) | (1.1) | % | (17,158) | (0.6) | % | (17,324) | 101.0 | % | ||||||||||||
| Other loss, net | 29,566 | 0.9 | % | 253 | — | % | 29,313 | 11586.2 | % | ||||||||||||
| (Loss) income before income taxes | (723,784) | (22.6) | % | 97,902 | 3.3 | % | (821,686) | (839.3) | % | ||||||||||||
| Income tax (benefit) expense | (49,004) | (1.5) | % | 24,769 | 0.8 | % | (73,773) | (297.8) | % | ||||||||||||
| Net (loss) income | (674,780) | (21.1) | % | 73,133 | 2.5 | % | (747,913) | (1022.7) | % | ||||||||||||
| Income attributable to noncontrolling interests | 4,115 | 0.1 | % | 3,817 | 0.1 | % | 298 | 7.8 | % | ||||||||||||
| Net (loss) income attributable to AdaptHealth Corp. | $ | (678,895) | (21.2) | % | $ | 69,316 | 2.4 | % | $ | (748,211) | (1079.4) | % |
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(a) Certain amounts previously reported within Cost of net revenue have been reclassified to General and administrative expenses in order to conform to the current year presentation. See Note 2(d), Reclassifications, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such reclassification.
Net Revenue. The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
| Variance 2023 vs. 2022 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands, except percentages) | $ | % | |||||
| (Unaudited) | |||||||
| Revenue change driver: | |||||||
| Increase from non-acquired growth | $ | 217,268 | 7.3 | % | |||
| Increase from acquisitions | 12,314 | 0.4 | % | ||||
| Total change in net revenue | $ | 229,582 | 7.7 | % |
Net revenue for the years ended December 31, 2023 and 2022 was $3,200.2 million and $2,970.6 million, respectively, an increase of $229.6 million or 7.7%. The increase in net revenue was primarily driven by non-acquired growth of $217.3 million, as well as acquisitions, which increased net revenue by $12.3 million.
Net revenue from AdaptHealth's Sleep Health segment increased by $187.9 million, or 17.0%, for the year ended December 31, 2023 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for sleep products, including CPAP resupply products. Net revenue from AdaptHealth's Respiratory Health segment increased by $60.4 million, or 10.9%, for the year ended December 31, 2023 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for respiratory products. Net revenue from AdaptHealth's Diabetes Health segment decreased by $27.1 million, or 3.9%, for the year ended December 31, 2023 compared to the prior year period, primarily due to a shift in diabetes patients by certain large commercial insurance and other payors from DME suppliers to dual-benefit and pharmacy-only suppliers and lower net revenue from insulin pumps and supplies as a result of a shift toward more pumps being sold to patients through the pharmacy channel, as well as the effect from manufacturers bringing additional distribution business in-house, partially offset by an increase in CGM patient census. Net revenue from AdaptHealth's Wellness at Home segment increased by $8.3 million, or 1.3% for the year ended December 31, 2023 compared to the prior year period, primarily due increased revenues from supplies and other product categories within this segment, partially offset by decreased revenues from HME products.
For the year ended December 31, 2023, net sales revenue comprised 67% of total net revenue, compared to 68% of total net revenue for the year ended December 31, 2022. For the year ended December 31, 2023, net revenue from fixed monthly equipment reimbursements comprised 33% of total net revenue, compared to 32% of total net revenue for the year ended December 31, 2022.
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Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| (in thousands, except percentages) | Dollars | Percentage | |||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Costs of net revenue: | |||||||||||||||||||||
| Cost of products and supplies | $ | 1,310,213 | 40.9 | % | $ | 1,202,895 | 40.5 | % | $ | 107,318 | 8.9 | % | |||||||||
| Salaries, labor and benefits | 716,531 | 22.3 | % | 703,720 | 23.8 | % | 12,811 | 1.8 | % | ||||||||||||
| Patient equipment depreciation | 325,696 | 10.2 | % | 286,288 | 9.6 | % | 39,408 | 13.8 | % | ||||||||||||
| Rent and occupancy | 68,375 | 2.1 | % | 65,979 | 2.2 | % | 2,396 | 3.6 | % | ||||||||||||
| Other operating expenses | 155,295 | 4.9 | % | 131,598 | 4.4 | % | 23,697 | 18.0 | % | ||||||||||||
| Total cost of net revenue | $ | 2,576,110 | 80.4 | % | $ | 2,390,480 | 80.5 | % | $ | 185,630 | 7.8 | % |
Certain amounts previously reported within these categories of Cost of net revenue have been reclassified to General and administrative expenses in order to conform to the current year presentation. See Note 2(d), Reclassifications, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such reclassification.
Cost of net revenue for the years ended December 31, 2023 and 2022 was $2,576.1 million and $2,390.5 million, respectively, an increase of $185.6 million or 7.8%. Costs of products and supplies increased by $107.3 million primarily as a result of increased net sales revenue and general inflationary cost increases. Salaries, labor and benefits increased by $12.8 million, primarily due to increased benefit costs, annual merit increases, and workforce wage pressure driven by inflation, partially offset by cost savings actions driven by headcount reductions. Patient equipment depreciation was 10.2% of net revenue in 2023 compared to 9.6% in 2022, primarily as a result of higher medical equipment prices and rental counts.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2023 and 2022 were $334.6 million and $324.8 million, respectively, an increase of $9.8 million or 3.0%. This increase is primarily due to higher professional fees and equity-based compensation expense, partially offset by lower transaction costs. General and administrative expenses as a percentage of net revenue was 10.5% in 2023, compared to 10.9% in 2022. General and administrative expenses in 2023 included $17.7 million of equity-based compensation expense and other non-recurring expenses of $29.9 million, primarily consisting of $12.8 million of expenses associated with litigation, $6.5 million of expenses associated with cost savings initiatives, $5.6 million of consulting expenses associated with systems implementation activities, $2.9 million of severance relating to the separation of the Company's former CEO, and $1.0 million of transaction costs. General and administrative expenses in 2022 included $15.5 million of equity-based compensation expense and other non-recurring expenses of $25.7 million, primarily consisting of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services, $7.4 million of expenses associated with litigation, and $6.0 million of transaction costs.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2023 and 2022 was $57.1 million and $64.9 million, respectively, a decrease of $7.8 million, primarily related to lower intangible amortization expense.
Goodwill Impairment. The Company performed a goodwill impairment test at each quarterly reporting date during 2023, and based on the results of the tests performed at September 30, 2023 and December 31, 2023, it was concluded that the estimated fair value of AdaptHealth’s reporting unit was less than its carrying values at such dates, as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million. See Note 7, Goodwill and Identifiable Intangible Assets, for additional details.
Interest Expense, net. Interest expense, net for the years ended December 31, 2023 and 2022 was $130.3 million and $109.4 million, respectively. Interest expense related to AdaptHealth's credit agreement increased by $27.6 million in 2023 compared to 2022 as a result of higher interest rates, offset by lower average outstanding borrowings in 2023
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compared to 2022. Interest expense on AdaptHealth's finance leases increased by $1.1 million in 2023 compared to 2022. These increases were offset by a reduction in interest expense of $8.3 million related to AdaptHealth's interest rate swap agreements.
Change in Fair Value of Warrant Liability. AdaptHealth had outstanding warrants to purchase shares of Common Stock, as discussed in Note 13, Stockholders' Equity – Warrants, to the accompanying December 31, 2024 consolidated financial statements. These warrants were liability-classified, and the change in fair value of the warrant liability represented a non-cash gain in 2023 and 2022 for the change in the estimated fair value of such liability during the respective periods. These warrants expired on November 8, 2024.
Other loss, net. Other loss, net for the year ended December 31, 2023 consisted of a pre-tax expense of $25.1 million relating to an agreement to settle a previously disclosed securities class action lawsuit, net of expected contributions from the Company’s insurers, $4.8 million of lease termination costs associated with a cost management program, $0.9 million of impairments of operating lease right-of-use assets, $1.2 million of expenses associated with other legal settlements, and a $0.3 million charge for the increase in the fair value of a contingent consideration liability related to an acquisition, partially offset by income of $2.5 million related to changes in AdaptHealth’s estimated TRA liability, and $0.3 million of equity income related to an equity method investment. Other loss, net for the year ended December 31, 2022 consisted of $3.2 million of expenses associated with legal settlements, $2.2 million of increases in the fair value of contingent consideration liabilities related to acquisitions, and $0.2 million of other charges, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability and $2.4 million in gains from asset sales.
Income Tax Expense/Benefit. Income tax benefit for the year ended December 31, 2023 was $49.0 million compared to income tax expense of $24.8 million for the year ended December 31, 2022. Income tax expense on ordinary income for the year ended December 31, 2023 decreased as compared to the year ended December 31, 2022 due to lower pre-tax income net of warrant liability fair value adjustments. Additionally, the Company recognized a $64.8 million income tax benefit, and corresponding increase to net deferred tax assets, related to non-cash goodwill impairment charges of $830.8 million recognized during the year ended December 31, 2023.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
AdaptHealth uses EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.
AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient equipment depreciation.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus equity-based compensation expense, change in fair value of the warrant liability, goodwill impairment, loss on extinguishment of debt, litigation settlement expense, and certain other non-recurring items of expense or income.
AdaptHealth defines Adjusted EBITDA Margin as Adjusted EBITDA (as defined above) as a percentage of net revenue.
AdaptHealth believes Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth uses Adjusted EBITDA as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
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The following unaudited table presents the reconciliation of net income (loss) attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA, and the reconciliation of net income (loss) attributable to AdaptHealth Corp. as a percentage of net revenue to Adjusted EBITDA Margin, for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||||||||
| (in thousands except percentages) | Dollars | Revenue Percentage | Dollars | Revenue Percentage | Dollars | Revenue Percentage | ||||||||||||
| (Unaudited) | ||||||||||||||||||
| Net income (loss) attributable to AdaptHealth Corp. | $ | 90,422 | 2.8 | % | $ | (678,895) | (21.2) | % | $ | 69,316 | 2.3 | % | ||||||
| Income attributable to noncontrolling interest | 4,358 | 0.1 | % | 4,115 | 0.1 | % | 3,817 | 0.1 | % | |||||||||
| Interest expense, net | 126,668 | 3.9 | % | 130,299 | 4.1 | % | 109,414 | 3.7 | % | |||||||||
| Income tax expense (benefit) | 41,239 | 1.3 | % | (49,004) | (1.5) | % | 24,769 | 0.8 | % | |||||||||
| Depreciation and amortization, including patient equipment depreciation | 365,334 | 11.1 | % | 382,783 | 12.0 | % | 351,178 | 11.8 | % | |||||||||
| EBITDA | 628,021 | 19.2 | % | (210,702) | (6.5) | % | 558,494 | 18.7 | % | |||||||||
| Equity-based compensation expense (a) | 14,880 | 0.5 | % | 22,468 | 0.7 | % | 22,397 | 0.8 | % | |||||||||
| Change in fair value of warrant liability (b) | (4,021) | (0.1) | % | (34,482) | (1.1) | % | (17,158) | (0.6) | % | |||||||||
| Goodwill impairment (c) | 13,078 | 0.4 | % | 830,787 | 26.0 | % | — | — | % | |||||||||
| Loss on extinguishment of debt (d) | 2,273 | 0.1 | % | — | — | % | — | — | % | |||||||||
| Litigation settlement expense (e) | 3,338 | 0.1 | % | 25,140 | 0.8 | % | — | — | % | |||||||||
| Other non-recurring expenses, net (f) | 31,088 | 0.9 | % | 37,584 | 1.1 | % | 30,037 | 1.1 | % | |||||||||
| Adjusted EBITDA | $ | 688,657 | 21.1 | % | $ | 670,795 | 21.0 | % | $ | 593,770 | 20.0 | % | ||||||
| Adjusted EBITDA Margin | 21.1 | % | 21.0 | % | 20.0 | % |
(a)Represents equity-based compensation expense for awards granted to employees and non-employee directors.
(b)Represents non-cash gains for the changes in the estimated fair value of the warrant liability. See Note 13, Stockholders’ Equity – Warrants, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such non-cash gains. These warrants expired on November 8, 2024.
(c)The 2024 period includes non-cash goodwill impairment charges relating to the disposition of certain immaterial custom rehab technology assets. The 2023 period includes non-cash goodwill impairment charges as a result of the fair value of the Company’s reporting unit at that time being less than it's carrying value. See Note 7, Goodwill and Identifiable Intangible Assets, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such impairment charges.
(d)Represents lender fees and the write-off of unamortized deferred financing costs in connection with the refinancing of the Company's credit agreement. See Note 12, Debt, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such refinancing.
(e)The expense in 2024 includes a $2.4 million charge for the change in fair value of the shares of Common Stock of the Company that were issued in July 2024 following final court approval of a previously disclosed Securities Settlement, as well as an expense of $0.9 million to settle a shareholder derivative complaint. The expense in 2023 includes a charge relating to the Securities Settlement, net of contributions from the Company’s insurers. See Note 18, Commitments and Contingencies, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for additional discussion of such agreement.
(f)The 2024 period consists of $13.9 million of consulting expenses associated with systems implementation activities, $4.5 million of consulting expenses associated with asset dispositions, $4.2 million of expenses
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associated with litigation, $3.9 million of severance charges (primarily related to the separation of the Company's former President), $2.7 million write-down of assets, and $1.9 million of other non-recurring expenses. The 2023 period consists of $13.9 million of expenses associated with litigation, $7.1 million of severance charges (of which $2.9 million relates to the separation of the Company's former CEO), $5.6 million of consulting expenses associated with systems implementation activities, $5.2 million of consulting expenses associated with cost savings initiatives, $4.8 million of lease termination costs associated with a cost management program, $1.0 million of transaction costs and expenses related to integration efforts related to acquisitions, $0.9 million of net impairments of operating lease right-of-use assets as a result of vacating the leased facilities, and $1.6 million of other non-recurring expenses, offset by income of $2.5 million related to changes in AdaptHealth's estimated TRA liability. The 2022 period consists of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services, $10.5 million of expenses associated with litigation, $6.0 million of transaction costs and expenses related to integration efforts related to acquisitions, a $0.8 million loss related to the write-off of an investment, and $3.9 million of net other non-recurring expenses, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability.
Segment Results of Operations
Comparison of Year Ended December 31, 2024, Year Ended December 31, 2023 and Year Ended December 31, 2022
Operating segments are defined as components of a public entity for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. AdaptHealth’s CODM is its Chief Executive Officer. AdaptHealth operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home.
The CODM evaluates performance of the reportable segments based on Adjusted EBITDA. Refer to the section above titled “EBITDA and Adjusted EBITDA” for the Company’s definition of Adjusted EBITDA.
The following table summarizes the performance of the Company’s reportable segments for the years ended December 31, 2024, 2023, and 2022:
| (in thousands) | Sleep Health | Respiratory Health | Diabetes Health | Wellness at Home | Consolidated Totals (a) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | |||||||||||||||||||
| Net revenue | $ | 1,349,213 | $ | 651,150 | $ | 614,410 | $ | 646,202 | $ | 3,260,975 | |||||||||
| Adjusted EBITDA | 348,744 | 200,112 | 60,525 | 79,276 | 688,657 | ||||||||||||||
| 2023 | |||||||||||||||||||
| Net revenue | 1,291,714 | 614,563 | 660,039 | 633,861 | 3,200,177 | ||||||||||||||
| Adjusted EBITDA | 348,703 | 177,033 | 79,616 | 65,443 | 670,795 | ||||||||||||||
| 2022 | |||||||||||||||||||
| Net revenue | 1,103,776 | 554,141 | 687,090 | 625,588 | 2,970,595 | ||||||||||||||
| Adjusted EBITDA | $ | 272,242 | $ | 161,405 | $ | 73,381 | $ | 86,742 | $ | 593,770 |
(a) See Note 6, Segment Reporting, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024 for a reconciliation of consolidated Adjusted EBITDA to consolidated income (loss) before income taxes.
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Sleep Health Segment
The following table summarizes the Sleep Health segment’s performance for the years ended December 31, 2024, 2023, and 2022:
| Increase/(Decrease) | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | 2022 | Dollars | Percentage | Dollars | Percentage | ||||||||||||||||||
| Net revenue | $ | 1,349,213 | $ | 1,291,714 | $ | 1,103,776 | $ | 57,499 | 4.5 | % | $ | 187,938 | 17.0 | % | |||||||||||
| Less: | |||||||||||||||||||||||||
| Cost of products and supplies (1) | 424,388 | 391,206 | 320,095 | 33,182 | 8.5 | % | 71,111 | 22.2 | % | ||||||||||||||||
| Labor cost (1) | 321,194 | 320,370 | 298,019 | 824 | 0.3 | % | 22,351 | 7.5 | % | ||||||||||||||||
| Other operating expenses (1) | 126,761 | 120,021 | 111,488 | 6,740 | 5.6 | % | 8,533 | 7.7 | % | ||||||||||||||||
| Other segment items (2) | 128,126 | 111,414 | 101,932 | 16,712 | 15.0 | % | 9,482 | 9.3 | % | ||||||||||||||||
| Adjusted EBITDA | $ | 348,744 | $ | 348,703 | $ | 272,242 | $ | 41 | — | % | $ | 76,461 | 28.1 | % | |||||||||||
| Adjusted EBITDA Margin | 25.8% | 27.0% | 24.7% | ||||||||||||||||||||||
| Patient equipment depreciation | $ | 161,911 | $ | 175,975 | $ | 153,591 | $ | (14,064) | (8.0) | % | $ | 22,384 | 14.6 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Reporting, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Sleep Health segment increased by $57.5 million, or 4.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by $187.9 million, or 17.0%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. These increases were primarily due to increased patient census driven by strong patient demand for sleep products, including CPAP resupply products. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was also attributable to higher revenues generated from capitated revenue arrangements.
Adjusted EBITDA
Adjusted EBITDA from the Sleep Health segment increased slightly for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to higher net revenue (as discussed above), offset by increased costs and expenses. The increase in the cost of products and supplies was primarily due to an increase in sales revenue, an increase in certain vendor pricing and general inflationary cost increases. The slight increase in labor cost was primarily due to increased salaries, benefits costs and annual merit increases, partially offset by cost savings actions implemented in the second half of 2023 resulting in headcount reductions. The increase in other operating expenses was primarily due to higher distribution expenses, vehicle rental costs and equipment repair costs, and higher operating overhead costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Adjusted EBITDA from the Sleep Health segment increased by $76.5 million or 28.1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due to higher net revenue (as discussed above), offset by increased costs and expenses. The increase in the cost of products and supplies was primarily due to an increase in sales revenue and general inflationary cost increases. The increase in labor cost was primarily due to increased salaries, benefits costs and annual merit increases, and was impacted by cost savings actions implemented in the second half of 2023 resulting in headcount reductions. The increase in other operating expenses was primarily due to higher distribution expenses, vehicle rental costs and equipment repair costs, and higher operating overhead costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
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Respiratory Health Segment
The following table summarizes the Respiratory Health segment’s performance for the years ended December 31, 2024, 2023, and 2022:
| Increase/(Decrease) | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | 2022 | Dollars | Percentage | Dollars | Percentage | ||||||||||||||||||
| Net revenue | $ | 651,150 | $ | 614,563 | $ | 554,141 | $ | 36,587 | 6.0 | % | $ | 60,422 | 10.9 | % | |||||||||||
| Less: | |||||||||||||||||||||||||
| Cost of products and supplies (1) | 119,865 | 132,013 | 102,008 | (12,148) | (9.2) | % | 30,005 | 29.4 | % | ||||||||||||||||
| Labor cost (1) | 210,701 | 198,476 | 188,408 | 12,225 | 6.2 | % | 10,068 | 5.3 | % | ||||||||||||||||
| Other operating expenses (1) | 54,300 | 49,560 | 43,901 | 4,740 | 9.6 | % | 5,659 | 12.9 | % | ||||||||||||||||
| Other segment items (2) | 66,172 | 57,481 | 58,419 | 8,691 | 15.1 | % | (938) | (1.6) | % | ||||||||||||||||
| Adjusted EBITDA | $ | 200,112 | $ | 177,033 | $ | 161,405 | $ | 23,079 | 13.0 | % | $ | 15,628 | 9.7 | % | |||||||||||
| Adjusted EBITDA Margin | 30.7% | 28.8% | 29.1% | ||||||||||||||||||||||
| Patient equipment depreciation | $ | 95,546 | $ | 71,002 | $ | 65,750 | $ | 24,544 | 34.6 | % | $ | 5,252 | 8.0 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Reporting, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Respiratory Health segment increased by $36.6 million, or 6.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by $60.4 million, or 10.9%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. These increases were primarily due to increased patient census driven by strong patient demand for respiratory products. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was also attributable to higher revenues generated from capitated revenue arrangements.
Adjusted EBITDA
Adjusted EBITDA from the Respiratory Health segment increased by $23.1 million, or 13.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to higher net revenue (as discussed above), offset by increased costs and expenses. The decrease in the cost of products and supplies was primarily due to a decrease in sales revenue and the impact of credits received from a supplier related to certain product recalls which were recognized as a reduction to the cost of products and supplies in 2024, partially offset by general inflationary cost increases. The increase in labor cost was primarily due to increased salaries, benefits costs and annual merit increases. The increase in other operating expenses was primarily due to higher distribution expenses, vehicle rental costs and equipment repair costs, and higher operating overhead costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Adjusted EBITDA from the Respiratory Health segment increased by $15.6 million, or 9.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due to higher net revenue (as discussed above), offset by increased costs and expenses. The increase in the cost of products and supplies was primarily due to an increase in sales revenue, increased costs associated with the implementation of capitated revenue arrangements, and general inflationary cost increases. The increase in labor cost was primarily due to increased salaries, benefits costs and annual merit increases. The increase in other operating expenses was primarily due to higher distribution expenses, vehicle rental costs and equipment repair costs, and higher operating overhead costs.
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Diabetes Health Segment
The following table summarizes the Diabetes Health segment’s performance for the years ended December 31, 2024, 2023, and 2022:
| Increase/(Decrease) | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | 2022 | Dollars | Percentage | Dollars | Percentage | ||||||||||||||||||
| Net revenue | $ | 614,410 | $ | 660,039 | $ | 687,090 | $ | (45,629) | (6.9) | % | $ | (27,051) | (3.9) | % | |||||||||||
| Less: | |||||||||||||||||||||||||
| Cost of products and supplies (1) | 434,808 | 467,566 | 481,551 | (32,758) | (7.0) | % | (13,985) | (2.9) | % | ||||||||||||||||
| Labor cost (1) | 50,776 | 48,908 | 64,052 | 1,868 | 3.8 | % | (15,144) | (23.6) | % | ||||||||||||||||
| Other operating expenses (1) | 9,588 | 7,126 | 6,377 | 2,462 | 34.5 | % | 749 | 11.7 | % | ||||||||||||||||
| Other segment items (2) | 58,713 | 56,823 | 61,729 | 1,890 | 3.3 | % | (4,906) | (7.9) | % | ||||||||||||||||
| Adjusted EBITDA | $ | 60,525 | $ | 79,616 | $ | 73,381 | $ | (19,091) | (24.0) | % | $ | 6,235 | 8.5 | % | |||||||||||
| Adjusted EBITDA Margin | 9.9% | 12.1% | 10.7% | ||||||||||||||||||||||
| Patient equipment depreciation | $ | 8,185 | $ | 10,182 | $ | 10,166 | $ | (1,997) | (19.6) | % | $ | 16 | 0.2 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Reporting, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Diabetes Health segment decreased by $45.6 million, or 6.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and decreased by $27.1 million, or 3.9%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. These decreases were primarily due to a shift in diabetes patients by certain large commercial insurance and other payors from DME suppliers to dual-benefit and pharmacy-only suppliers, and lower net revenue from insulin pumps and supplies as a result of a shift toward more pumps being sold to patients through the pharmacy channel, as well as the effect from manufacturers bringing additional distribution business in-house. The decrease in the 2024 period was also due to a decrease in CGM patient census, while the decrease in the 2023 period was partially offset by an increase in CGM patient census.
Adjusted EBITDA
Adjusted EBITDA from the Diabetes Health segment decreased by $19.1 million, or 24.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to lower net revenue (as discussed above), offset by decreased costs and expenses. The decrease in the cost of products and supplies was primarily due to a decrease in sales revenue, partially offset by general inflationary cost increases. The increase in labor cost was primarily due to increased severance expense from costs associated with investment in new leadership within the segment and increased salaries and benefits costs. The increase in other operating expenses was primarily due to higher operating overhead costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Adjusted EBITDA from the Diabetes Health segment increased by $6.2 million, or 8.5%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due to lower net revenue (as discussed above), offset by decreased costs and expenses. The decrease in the cost of products and supplies was primarily due to a decrease in sales revenue, partially offset by general inflationary cost increases. The decrease in labor cost was primarily due to reductions in headcount. The decrease in other segment items was due to a decrease in general and administrative expenses that were allocated to the segment.
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Wellness at Home Segment
The following table summarizes the Wellness Health segment’s performance for the years ended December 31, 2024, 2023, and 2022:
| Increase/(Decrease) | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||||||
| (in thousands, except percentages) | 2024 | 2023 | 2022 | Dollars | Percentage | Dollars | Percentage | ||||||||||||||||||
| Net revenue | $ | 646,202 | $ | 633,861 | $ | 625,588 | $ | 12,341 | 1.9 | % | $ | 8,273 | 1.3 | % | |||||||||||
| Less: | |||||||||||||||||||||||||
| Cost of products and supplies (1) | 309,101 | 319,428 | 299,241 | (10,327) | (3.2) | % | 20,187 | 6.7 | % | ||||||||||||||||
| Labor cost (1) | 144,335 | 143,976 | 143,437 | 359 | 0.2 | % | 539 | 0.4 | % | ||||||||||||||||
| Other operating expenses (1) | 47,767 | 45,397 | 34,648 | 2,370 | 5.2 | % | 10,749 | 31.0 | % | ||||||||||||||||
| Other segment items (2) | 65,723 | 59,617 | 61,520 | 6,106 | 10.2 | % | (1,903) | (3.1) | % | ||||||||||||||||
| Adjusted EBITDA | $ | 79,276 | $ | 65,443 | $ | 86,742 | $ | 13,833 | 21.1 | % | $ | (21,299) | (24.6) | % | |||||||||||
| Adjusted EBITDA Margin | 12.3% | 10.3% | 13.9% | ||||||||||||||||||||||
| Patient equipment depreciation | $ | 54,647 | $ | 68,537 | $ | 56,781 | $ | (13,890) | (20.3) | % | $ | 11,756 | 20.7 | % |
(1) Represents the significant segment expense categories disclosed in Note 6, Segment Reporting, in the accompanying notes to the consolidated financial statements for the year ended December 31, 2024.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Wellness Health segment increased by $12.3 million, or 1.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by $8.3 million, or 1.3%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in the 2024 period is primarily due to increased revenues from HME products and certain other product categories within this segment, partially offset by decreased revenues related to supplies. The increase in the 2024 period was also attributable to higher revenues generated from capitated revenue arrangements. The increase in the 2023 period is primarily due to increased revenues from supplies and certain other product categories within this segment, partially offset by decreased revenues from non-core HME products.
Adjusted EBITDA
Adjusted EBITDA from the Wellness Health segment increased by $13.8 million, or 21.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to higher net revenue (as discussed above), and a slight decrease in costs and expenses. The decrease in the cost of products and supplies was primarily due to a decrease in sales revenue and improved margins in certain product categories within this segment, partially offset by general inflationary cost increases. The increase in other operating expenses was primarily due to higher operating overhead costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Adjusted EBITDA from the Wellness at Home segment decreased by $21.3 million, or 24.6%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due to higher costs and expenses, offset by higher net revenue (as discussed above). The increase in the cost of products and supplies was primarily due to an increase in sales revenue and increased vendor pricing for certain product categories within this segment, and general inflationary cost increases. The increase in other operating expenses was primarily due to higher occupancy expenses and higher operating overhead costs. The decrease in other segment items was due to a decrease in general and administrative expenses that were allocated to the segment.
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Free Cash Flow
AdaptHealth uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate AdaptHealth's competitors and to measure the ability of companies to service their debt. AdaptHealth's presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to AdaptHealth to fund its cash needs, including investing in the growth of its business and meeting its obligations.
Free cash flow should not be considered as a measure of financial performance under U.S. GAAP. Accordingly, this key business metric has limitations as an analytical tool. It should not be considered as an alternative to any performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets. For further discussion on free cash flow, including a reconciliation from cash flows provided by operating activities, see Liquidity and Capital Resources - Free Cash Flow below.
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements, and proceeds from equity issuances. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of capital expenditures including patient equipment, product and supply costs, salaries, labor, benefits and other employee-related costs, third-party customer service, billing and collections and logistics costs, acquisitions, debt service, and to fund share repurchases. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, economic conditions may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition could be materially adversely affected.
As of December 31, 2024, AdaptHealth had approximately $109.7 million of cash.
In September 2024, AdaptHealth entered into an amendment to its existing credit agreement (as amended, the "2024 Credit Agreement"). The 2024 Credit Agreement included a $650 million term loan (the “2024 Term Loan”) and $300 million in revolving credit commitments with a $55.0 million letter of credit sublimit (the “2024 Revolver”, and together with the 2024 Term Loan, the "2024 Credit Facility"). The 2024 Credit Facility matures in September 2029. However, if the 6.125% Senior Notes (as defined below) have not been refinanced (to extend the maturity date to a date that is later than December 13, 2029) or repaid in full, on or prior to December 31, 2027, then the 2024 Credit Facility will mature on May 1, 2028; and, if the 4.625% Senior Notes (as defined below) have not been refinanced (to extend the maturity date to a date that is later than December 13, 2029) or repaid in full, on or prior to December 31, 2028, then the 2024 Credit Facility will mature on May 1, 2029. As of December 31, 2024, the outstanding borrowing under the 2024 Term Loan requires quarterly principal repayments of $4.1 million through September 30, 2026, increasing to $8.1 million from December 31, 2026 through June 30, 2029, and the remaining unpaid principal balance is due in September 2029. During the year ended December 31, 2024, AdaptHealth made voluntary repayments on the 2024 Term Loan totaling $95.9 million. At December 31, 2024, there was $550.0 million outstanding under the 2024 Term Loan. Borrowings under the 2024 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2024 Credit Agreement. AdaptHealth had no borrowings under the 2024 Revolver as of the date of this filing. At December 31, 2024, there was $22.4 million outstanding under letters of credit. As of the date
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of this filing, there were no outstanding borrowings under the 2024 Revolver. At December 31, 2024, based on the financial debt covenants under the 2024 Credit Agreement, the maximum amount AdaptHealth could borrow under the 2024 Revolver and remain in compliance with the financial debt covenants under the agreement was $277.6 million.
At the option of AdaptHealth, amounts borrowed under the 2024 Credit Agreement bear interest at variable rates based upon either the Base Rate (as defined in the 2024 Credit Agreement), payable quarterly, or Term SOFR (as defined in the 2024 Credit Agreement), payable monthly or every three months depending on the interest period selected. Interest periods for Term SOFR loans are available for one, three, or six months at the option of AdaptHealth. Base Rate loans accrue interest at a per annum rate equal to the sum of (a) the Base Rate determined on each day (subject to a zero percent floor), plus an applicable margin ranging from 0.50% to 2.25% per annum based on AdaptHealth's Consolidated Senior Secured Leverage Ratio (as defined in the 2024 Credit Agreement). Term SOFR loans accrue interest at a per annum rate equal to the sum of (a) Term SOFR for the applicable interest period (subject to a zero percent floor), plus (b) an applicable margin ranging from 1.50% to 3.25% per annum based on AdaptHealth's Consolidated Senior Secured Leverage Ratio. The 2024 Revolver carries a commitment fee during the term of the 2024 Credit Agreement ranging from 0.25% to 0.50% per annum of the actual daily undrawn portion of the 2024 Revolver depending upon AdaptHealth's Consolidated Senior Secured Leverage Ratio.
Under the 2024 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2024 Credit Agreement. The 2024 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. AdaptHealth was in compliance with the applicable covenants in the 2024 Credit Agreement as of December 31, 2024.
Any borrowing under the 2024 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 2024 Revolver may be reborrowed. Mandatory prepayments are required under the 2024 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with certain dispositions of assets and receipt of certain insurance proceeds or condemnation awards to the extent proceeds thereof are not reinvested, and unpermitted debt transactions.
At December 31, 2024, AdaptHealth LLC had $1,450.0 million aggregate principal amount of unsecured senior notes outstanding. In August 2021, AdaptHealth issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (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. The 5.125% Senior Notes will be redeemable at AdaptHealth’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. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In January 2021, AdaptHealth LLC issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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. The 4.625% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 4.625% Senior Notes if redeemed during the 12 months beginning (i) February 1, 2025 is 101.156%, and (ii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth 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.
In July 2020, AdaptHealth LLC issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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. The 6.125% Senior Notes are redeemable at
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AdaptHealth’s option, in whole or in part, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2024 is 102.042%, (ii) August 1, 2025 is 101.021% and (iii) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
As of December 31, 2024 and 2023, AdaptHealth had working capital of $188.8 million and $112.0 million, respectively. A significant portion of AdaptHealth’s current assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | ||||||
| (Unaudited) | |||||||||
| Net cash provided by operating activities | $ | 541,839 | $ | 480,666 | $ | 373,867 | |||
| Net cash used in investing activities | (310,275) | (357,278) | (411,171) | ||||||
| Net cash used in financing activities | (198,949) | (92,528) | (66,051) | ||||||
| Net increase (decrease) in cash | 32,615 | 30,860 | (103,355) | ||||||
| Cash at beginning of period | 77,132 | 46,272 | 149,627 | ||||||
| Cash at end of period | $ | 109,747 | $ | 77,132 | $ | 46,272 |
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was $541.8 million and $480.7 million, respectively, an increase of $61.2 million. The increase was the result of a $769.6 million increase in net income, a net decrease of $709.3 million in non-cash charges, primarily from goodwill impairment charges, depreciation and amortization, the change in the estimated fair value of the warrant liability, deferred income taxes, and the reduction in the carrying amount of operating and finance lease right-of-use assets, a payment of $1.9 million for contingent consideration in connection with an acquisition, and a net $1.0 million decrease resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash provided by operating activities for the years ended December 31, 2023 and 2022 was $480.7 million and $373.9 million, respectively, an increase of $106.8 million. The increase was the result of a $747.9 million reduction in net income (loss), a net increase of $769.3 million in non-cash charges, primarily from goodwill impairment charges, depreciation and amortization, the change in the estimated fair value of the warrant liability, deferred income taxes, and the reduction in the carrying amount of operating and finance lease right-of-use assets, payments of contingent consideration related to acquisitions of $2.5 million in the 2022 period, and a net $82.9 million increase resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash used in investing activities for the years ended December 31, 2024, 2023 and 2022 was $310.3 million, $357.3 million and $411.2 million, respectively. The use of funds in 2024 consisted of $306.1 million for equipment and other fixed asset purchases, $9.5 million for business acquisitions, partially offset by $5.3 million of proceeds from the sale of assets. The use of funds in 2023 consisted of $337.5 million for equipment and other fixed asset purchases, $19.7 million for business acquisitions, and $0.1 million for other investments. The use of funds in 2022 consisted of $19.0 million for business acquisitions, $391.4 million for equipment and other fixed asset purchases and $0.7 million for other investments.
Net cash used in financing activities for 2024 was $198.9 million and consisted of repayments of $433.3 million on long-term debt (primarily in connection with the refinancing of the Company's credit agreement) and finance lease liabilities, payments of $6.4 million for debt issuance costs, payments of $5.6 million for distributions to the noncontrolling interest, payments of $5.3 million for contingent consideration and deferred purchase price in connection with acquisitions, payments of $2.1 million for tax withholdings associated with equity-based compensation, and payments of $1.4 million in connection with the Company's liability relating to the TRA, offset by borrowings on long-term debt and lines of credit of $253.5 million, proceeds of $1.0 million in connection with the employee stock purchase plan, and proceeds of $0.7 million relating to stock option exercises.
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Net cash used in financing activities for 2023 was $92.5 million and consisted of repayments of $101.8 million on long-term debt and finance lease liabilities, payments of $29.3 million for Common Stock purchases under a share repurchase program, payments of $3.2 million in connection with the Company's liability relating to the TRA, payments of $5.8 million for tax withholdings associated with equity-based compensation and stock option exercises, a payment of $2.5 million for a distribution to the noncontrolling interest, and payments of $2.5 million for deferred purchase price in connection with acquisitions, offset by borrowings of long-term debt of $50.0 million, proceeds of $2.0 million in connection with the employee stock purchase plan and proceeds of $0.6 million relating to stock option exercises.
Net cash used in financing activities for 2022 was $66.1 million and consisted of repayments of $36.2 million on long-term debt and finance lease obligations, payments of $14.5 million for contingent consideration and deferred purchase price related to acquisitions, payments of $14.0 million for Common Stock purchases under a share repurchase program, a payment of $2.0 million for a distribution to noncontrolling interests, and payments of $3.5 million for tax withholdings associated with equity-based compensation and stock option exercises, offset by proceeds of $1.6 million in connection with the employee stock purchase plan and proceeds of $2.5 million relating to stock option exercises.
Free Cash Flow
The following table reconciles net cash provided by operating activities to free cash flow, which is a non-GAAP measure, for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | ||||||||
| (Unaudited) | |||||||||||
| Net cash provided by operating activities | $ | 541,839 | $ | 480,666 | $ | 373,867 | |||||
| Purchases of equipment and other fixed assets | (306,055) | (337,463) | (391,423) | ||||||||
| Free cash flow | $ | 235,784 | $ | 143,203 | $ | (17,556) |
Free cash flow was $235.8 million for the year ended December 31, 2024, compared to $143.2 million for the year ended December 31, 2023. The increase in free cash flow was due to higher net cash provided by operating activities, primarily due to higher net income, and to a lesser extent, a net decrease in the use of cash from operating assets and liabilities, primarily from accounts receivable, inventory and accounts payable and accrued expenses. The increase in free cash flow was also due to a decrease in, and timing of, purchases of patient medical equipment for operating requirements.
Free cash flow was positive $143.2 million for the year ended December 31, 2023, compared to negative $17.6 million for the year ended December 31, 2022. The increase in free cash flow was primarily due to higher net cash provided by operating activities due to a net decrease in the use of cash from operating assets and liabilities, primarily from accounts receivable, inventory and accounts payable and accrued expenses, and a decrease in, and timing of, purchases of patient medical equipment for operating requirements, offset by an increase in cash paid for interest.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical estimates in relation to its consolidated financial statements include those related to revenue recognition and valuation of goodwill.
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Revenue Recognition
Revenues are recognized either at a point in time for the sale of supplies and disposables, over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. The Company determines the transaction price based on contractually agreed-upon amounts or rates, referred to as explicit price concessions, adjusted for estimates of variable consideration, such as implicit price concessions, based on historical reimbursement experience. The Company utilizes the expected value method to determine the amount of variable consideration, including implicit and explicit price concessions, that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience. 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.
The estimated implicit price concession requires significant judgment as it involves the complexity of third-party billing arrangements, contractual terms and the uncertainty of reimbursement amounts. The estimated implicit price concession is developed using assumptions based on the best information available to the Company at the time, but which are inherently uncertain and unpredictable and as a result, actual results may differ significantly from the Company's estimates.
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. Goodwill is not amortized, rather, it is assessed at the reporting unit level for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases 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. Consistent with the examples of such events and circumstances given in the accounting guidance, management believes that a goodwill impairment test should be performed immediately before and after a reorganization of the Company’s reporting structure when the reorganization would affect the composition of one or more of the Company’s reporting units. In this circumstance, performing the impairment test immediately before and after the reorganization would help to confirm that the reorganization is not potentially masking a goodwill impairment charge.
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 qualitative or quantitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. Under the qualitative assessment, the Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any, by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If under the quantitative test the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, and judgment about impairment triggering events. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates and discount rates. Several of these assumptions could vary among reporting units. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company performs a reconciliation between its market capitalization and its estimate of the aggregate fair value of the reporting units, including consideration of an estimated control premium. As a result, there can be no assurance that the
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estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
Recent Accounting Pronouncements
Recently issued accounting pronouncements that may be relevant to the Company’s operations but have not yet been adopted are outlined in Note 2, Summary of Significant Accounting Policies - (ee) Recently Issued Accounting Pronouncements Not Yet Adopted, to its consolidated financial statements included in this report.
Commitments and Contingencies
From time to time and in the normal course of business, the Company is subject to loss contingencies, arising from legal proceedings, claims, and governmental and other investigations under or with respect to various governmental programs and state and federal laws relating to its business, including as a result of or following acquisitions and other business activities, that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If there is no probable estimate within a range of reasonably possible outcomes, the Company’s policy is to record at the low end of the range of such reasonably possible outcomes. Significant judgment is required to determine both probability and the estimated amount. The Company reviews its accruals at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations or proceedings. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial conditions or results of operations. However, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings, claims and investigations are inherently uncertain, and material adverse outcomes are possible. Professional legal fees associated with any such legal proceedings, claims and investigations are expensed as they are incurred.
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 for alleged violations of the federal securities laws arising from allegedly false and misleading statements and/or failures to disclose material information regarding changes made to the methodology used to calculate the Company’s organic growth trajectory. On October 14, 2021, the court appointed the Delaware County Employees Retirement System and the Bucks County Employees Retirement System as Lead Plaintiffs. On November 22, 2021, Lead Plaintiffs filed a consolidated complaint against the Company and certain of its current and former officers and directors on behalf of shareholders that purchased or otherwise acquired the Company’s stock and options between November 8, 2019 and July 16, 2021 (as to the complaint, the “Consolidated Complaint”; as to the action, the “Consolidated Class Action”). The Consolidated Complaint generally alleged that the defendants violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding changes made to the methodology used to calculate the Company’s organic growth trajectory and the Company’s former Co-CEO’s alleged tax fraud arising from certain past private activity. The Consolidated Complaint sought unspecified damages. On January 20, 2022, the defendants filed a motion to dismiss the Consolidated Complaint, which the court denied on June 9, 2022. On June 7, 2023, the court entered an order staying the Consolidated Class Action pending the outcome of a private mediation between the parties.
On February 26, 2024, the defendants entered into a stipulation and agreement of settlement with the Lead Plaintiffs (the “Securities Settlement”). On March 5, 2024, the court granted preliminary approval of the settlement. On July 10, 2024, the court entered a judgment approving the class action settlement. The judgment certified the putative class for settlement purpose, found that the settlement is fair, reasonable, and adequate in all respects, and subject to certain exclusions and limitations, released claims on behalf of the settlement class that were asserted or could have been asserted in the Consolidated Class Action against the defendants. The Company’s portion of the settlement consisted of (i) $32.2 million of cash from the Company’s insurance carriers; (ii) $17.8 million of cash from the Company; (iii) 1 million shares of the Company’s Common Stock (the “Settlement Shares”), which had a fair value of $7.3 million recognized as a liability at December 31, 2023; and (iv) the implementation of certain corporate governance reforms. All of the aforementioned cash consideration has been paid consistent with the Securities Settlement during the year ended December 31, 2024.
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During the year ended December 31, 2024, prior to the court approval of the class action settlement on July 10, 2024, the Company recognized a pre-tax expense and corresponding liability of $2.4 million for the change in fair value of the Settlement Shares, which is included in other loss, net in the accompanying consolidated statements of operations. In July 2024, the Company issued the Settlement Shares from available Treasury Stock. In connection with the issuance, the Company eliminated the outstanding $9.7 million liability through a reduction to Treasury Stock and Additional paid-in capital of $17.7 million and $8.0 million, respectively.
On March 7, 2024, the Company entered into a settlement agreement with its Directors and Officers (D&O) liability insurers to resolve a proceeding that the Company filed in Delaware Superior Court concerning coverage in connection with the Consolidated Class Action and the Derivative Action discussed immediately below. The insurance settlement exhausted $35.0 million in D&O coverage limits available to the Company for the policy period from November 8, 2020 to November 8, 2021.
On December 6, 2021, a putative shareholder of the Company, Carol Hessler (the “Derivative Plaintiff”), 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 (as to the complaint, the “Derivative Complaint”; as to the action, the “Derivative Action”). The Derivative Complaint generally alleged that the defendants breached their fiduciary duties owed to the Company by, among other things, allegedly causing or allowing misrepresentations and/or omissions regarding changes made to the methodology used to calculate the Company’s organic growth and the Company’s former Co-CEO’s alleged criminal activity and engaging in insider trading. The Derivative Complaint also alleged 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 sought, among other things, an award of money damages.
On March 4, 2022, the parties to the Derivative Action stipulated to stay the Derivative Action pending final resolution of the Consolidated Class Action. On March 7, 2022, the court so-ordered the parties’ stipulation.
On April 23, 2024, defendants entered into a stipulation and agreement of settlement with the Derivative Plaintiff. On June 25, 2024, the court granted preliminary approval of the settlement. On November 15, 2024, the court entered a judgment approving the class action settlement. The judgment found that the settlement is fair, reasonable, and adequate in all respects, and subject to certain limitations, released claims on behalf of the settlement class that were asserted or could have been asserted in the Derivative Action against the defendants. The settlement consisted of (i) $0.9 million in attorneys’ fees and expenses, which was funded in November 2024 with cash from the Company; and (ii) the implementation of corporate governance reforms separate from those negotiated in the Securities Settlement.
For the year ended December 31, 2024, the Company recorded a pre-tax expense of $0.9 million associated with the settlement, which is included in other loss, net in the accompanying consolidated statements of operations.
On May 2, 2022, the U.S. Attorney’s Office for the Southern District of New York issued a civil investigative demand to a subsidiary of the Company, pursuant to the False Claims Act, 31 U.S.C. § 3733 ("FCA") regarding whether the subsidiary submitted false claims in violation of the FCA related to its 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 stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
On October 24, 2023, Allegheny County Employees’ Retirement System, a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers, and certain underwriters in the United States District Court for the Eastern District of Pennsylvania. On January 23, 2024, the court entered an order appointing Allegheny County Employees' Retirement System, International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario, and City of Tallahassee Pension Plan as Lead Plaintiffs (the "Allegheny Lead Plaintiffs"). On May 14, 2024, Allegheny Lead Plaintiffs filed a consolidated complaint against the Company and certain of its current and former officers and directors, and certain underwriters, on behalf of shareholders that purchased or otherwise acquired the Company’s stock between August 4, 2020 and November 7, 2023 (as to the complaint the “Allegheny County Consolidated Complaint”; as to the action, the “Allegheny County Consolidated Class Action”). The Allegheny County Consolidated Complaint alleges, among other things, that the defendants violated
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federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company’s compliance programs and integration with respect to acquired companies. The Allegheny County Consolidated Complaint seeks unspecified damages. On July 23, 2024, the defendants filed a motion to dismiss the Allegheny County Consolidated Complaint. The Allegheny Lead Plaintiffs filed their opposition brief on October 1, 2024, and defendants filed their reply brief on November 15, 2024.
The Company intends to vigorously defend against the allegations contained in the Allegheny County Complaint, but there can be no assurance that the defense will be successful.
On March 20, 2024, a putative shareholder of the Company, Weiding Wu, filed a shareholder derivative complaint related to the allegations in the Allegheny County Complaint, and against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (as to the complaint, the “Wu Derivative Complaint”; as to the action, the “Wu Derivative Action”). The Wu Derivative Complaint alleges, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding the Company’s organic growth in its diabetes product category. The Wu Derivative Complaint also alleges claims for unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement. The Wu Derivative Complaint seeks, among other things, an award of money damages.
On July 25, 2024, the parties to the Wu Derivative Action stipulated to stay the Wu Derivative Action pending final resolution of the Allegheny County Consolidated Class Action. On July 26, 2024, the court so-ordered the parties’ stipulation.
The Company intends to vigorously defend against the allegations contained in the Wu Derivative Complaint, but there can be no assurance that the defense will be successful.
On July 29, 2024, the U.S. Attorney’s Office for the District of South Carolina issued a civil investigative demand to the Company pursuant to the FCA regarding whether the Company submitted false claims in violation of the FCA related to its billing of, and reimbursements from, federal health care programs for humidifiers that are integrated with CPAP devices and provided to patients from January 1, 2017 to the present.
The Company is fully cooperating with the investigation. Given the stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
FY 2023 10-K MD&A
SEC filing source: 0001628280-24-007254.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.'s ("AdaptHealth" or the "Company") consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, "Risk Factors", of this Annual Report on Form 10-K. Certain amounts that appear in this section may not sum due to rounding.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company 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 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. The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of December 31, 2023, AdaptHealth serviced approximately 4.1 million patients annually in all 50 states through its network of approximately 680 locations in 47 states. The Company's principal executive offices are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.
Impact of Inflation
Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies. The cost to manufacture and distribute the equipment and products that AdaptHealth provides to patients is influenced by the cost of materials, labor, and transportation, including fuel costs. AdaptHealth continues to experience inflationary pressure and higher costs as a result of the increasing cost of materials, labor and transportation. The increase in the cost of equipment and products is due in part to higher cost of shipping and general inflationary cost increases. Additionally, it is not certain that AdaptHealth will be able to pass increased costs onto customers to offset inflationary pressures. Continuing increases in inflation could impact the overall demand for AdaptHealth’s products and services, its costs for labor, equipment and products, and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth’s business, financial position, results of operations and cash flows. In addition, future volatility of general price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect AdaptHealth’s financial results. Although there have been increases in inflation, AdaptHealth cannot predict whether these trends will continue. AdaptHealth’s mitigation efforts relating to these inflationary pressures include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth’s digital platform for prescriptions, orders and delivery. In April 2023, AdaptHealth formalized a cost management program to drive operating efficiencies and implement more simplified and scalable business processes. The steps in the program were substantially complete as of December 31, 2023. The program included a rationalization of AdaptHealth's real estate footprint, renegotiation of certain supply contracts, workforce reductions, and expanded use of more efficient operating models for certain back-office functions. These changes reflect AdaptHealth's continued strategic focus on process standardization and efficiency across the enterprise through technology and related investments. This program delivered Adjusted EBITDA improvement in 2023 of approximately $25 million, and is expected to result in approximately $40 million of annualized Adjusted EBITDA improvement in future years. The cost to achieve this program during the year ended December 31, 2023 was approximately $14.3 million. In addition, AdaptHealth continues to evaluate opportunities to rationalize its operating footprint and related cost structure to better align with business needs.
Key Components of Operating Results
Net Revenue. Net revenue is recognized for services and related products that AdaptHealth provides to patients for home healthcare equipment, medical supplies to the home and related services. AdaptHealth' s primary product lines are (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from OSA, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors and insulin pumps), (iii) home medical equipment to patients discharged from acute care and other facilities, (iv)
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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. Revenues are recognized either at a point in time for the sale of supplies and disposables, over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering inflationary pressures.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities and vehicle rental costs, revenue cycle management costs and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, transaction expenses and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Goodwill Impairment
AdaptHealth has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions AdaptHealth has made. Goodwill is not amortized, rather, it 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 annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in AdaptHealth'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. AdaptHealth 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. AdaptHealth first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. If determined necessary, AdaptHealth applies the quantitative impairment test to identify and measure the amount of impairment, if any. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, including the revenue growth rates, discount rate, and control premium used to estimate the reporting unit’s fair value, and judgment about impairment triggering events. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
During the year ended December 31, 2023, AdaptHealth experienced declines in its market capitalization as a result of sustained decreases in AdaptHealth's stock price and also revised its financial projections. AdaptHealth considered these items to represent triggering events and performed a goodwill impairment test at each quarterly reporting date during 2023. Based on the results of the tests performed as of September 30, 2023 and December 31, 2023, it was concluded that the estimated fair value of AdaptHealth's reporting unit was less than its carrying values at such dates; as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million during the year ended December 31, 2023, which included an impairment charge of $318.9 million recognized during the fourth quarter. If in future periods AdaptHealth were to experience a further decline in its market capitalization or expected results for a sustained period of time, AdaptHealth may be required to perform an additional goodwill impairment test at an interim or
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annual period and could be required to recognize an additional non-cash goodwill impairment charge at that time, which could be material.
Acquisitions
AdaptHealth accounts for its acquisitions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, and the operations of the acquired entities are included in the historical results of AdaptHealth for the periods following the closing of the acquisition. See Note 3, Acquisitions, included in our consolidated financial statements for the year ended December 31, 2023 included in this Annual Report on Form 10-K for additional information regarding AdaptHealth’s acquisitions.
Debt
In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement, which was subsequently amended in April 2021 and March 2023 (the “2021 Credit Agreement”). The 2021 Credit Agreement consists of an $800 million term loan (the “2021 Term Loan”) and $450 million in commitments for revolving credit loans with a $55 million letter of credit sublimit (the “2021 Revolver”), both with maturities in January 2026.
In August 2021, AdaptHealth issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (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, and began on March 1, 2022. In January 2021, AdaptHealth issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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, and began on August 1, 2021. In July 2020, AdaptHealth issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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, and began on February 1, 2021. See section below, titled Liquidity and Capital Resources, for additional discussion related to AdaptHealth’s senior unsecured notes.
In March 2019, AdaptHealth entered into a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, AdaptHealth issued a promissory note with a principal amount of $100 million (the "Promissory Note"). In November 2019, 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, AdaptHealth repaid $71.8 million of the outstanding principal balance under the New Promissory Note. In August 2021, AdaptHealth 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%.
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by the Company’s diabetes product line is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
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Key Business Metrics
AdaptHealth focuses on Net revenue, EBITDA, Adjusted EBITDA and Free Cash Flow as it reviews its performance. Refer to EBITDA, Adjusted EBITDA and Free Cash Flow included in the Non-GAAP measures section below.
Total net revenue is comprised of net sales revenue and net revenue from fixed monthly equipment reimbursements. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and disposables and revenue recognized in connection with at-risk capitation arrangements. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, CPAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment).
| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 213,457 | 28.7 | % | $ | 215,849 | 27.2 | % | $ | 227,005 | 28.2 | % | $ | 240,808 | 28.1 | % | $ | 897,119 | 28.0 | % | ||||||||||||||
| Diabetes | 142,544 | 19.1 | % | 165,021 | 20.8 | % | 157,328 | 19.6 | % | 182,538 | 21.3 | % | 647,431 | 20.2 | % | |||||||||||||||||||
| Supplies to the home | 46,555 | 6.3 | % | 48,323 | 6.1 | % | 48,349 | 6.0 | % | 49,248 | 5.7 | % | 192,475 | 6.0 | % | |||||||||||||||||||
| Respiratory | 7,929 | 1.1 | % | 8,191 | 1.0 | % | 8,164 | 1.0 | % | 8,086 | 0.9 | % | 32,370 | 1.0 | % | |||||||||||||||||||
| HME | 28,563 | 3.8 | % | 27,237 | 3.4 | % | 27,095 | 3.4 | % | 27,302 | 3.2 | % | 110,197 | 3.4 | % | |||||||||||||||||||
| Other | 53,207 | 7.1 | % | 57,012 | 7.3 | % | 64,184 | 8.0 | % | 77,307 | 9.0 | % | 251,710 | 8.0 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 492,255 | 66.1 | % | $ | 521,633 | 65.8 | % | $ | 532,125 | 66.2 | % | $ | 585,289 | 68.2 | % | $ | 2,131,302 | 66.6 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 80,922 | 10.9 | % | $ | 86,783 | 10.9 | % | $ | 88,387 | 11.0 | % | $ | 87,957 | 10.2 | % | $ | 344,049 | 10.8 | % | ||||||||||||||
| Diabetes | 3,831 | 0.5 | % | 3,886 | 0.5 | % | 2,609 | 0.3 | % | 2,282 | 0.3 | % | 12,608 | 0.4 | % | |||||||||||||||||||
| Respiratory | 134,723 | 18.1 | % | 145,889 | 18.4 | % | 142,919 | 17.8 | % | 142,919 | 16.7 | % | 566,450 | 17.7 | % | |||||||||||||||||||
| HME | 22,341 | 3.0 | % | 23,974 | 3.0 | % | 25,087 | 3.1 | % | 24,926 | 2.9 | % | 96,328 | 3.0 | % | |||||||||||||||||||
| Other | 10,554 | 1.4 | % | 11,121 | 1.4 | % | 12,904 | 1.6 | % | 14,861 | 1.7 | % | 49,440 | 1.5 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 252,371 | 33.9 | % | $ | 271,653 | 34.2 | % | $ | 271,906 | 33.8 | % | $ | 272,945 | 31.8 | % | $ | 1,068,875 | 33.4 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 294,379 | 39.6 | % | $ | 302,632 | 38.1 | % | $ | 315,392 | 39.2 | % | $ | 328,765 | 38.3 | % | $ | 1,241,168 | 38.8 | % | ||||||||||||||
| Diabetes | 146,375 | 19.6 | % | 168,907 | 21.3 | % | 159,937 | 19.9 | % | 184,820 | 21.6 | % | 660,039 | 20.6 | % | |||||||||||||||||||
| Supplies to the home | 46,555 | 6.3 | % | 48,323 | 6.1 | % | 48,349 | 6.0 | % | 49,248 | 5.7 | % | 192,475 | 6.0 | % | |||||||||||||||||||
| Respiratory | 142,652 | 19.2 | % | 154,080 | 19.4 | % | 151,083 | 18.8 | % | 151,005 | 17.6 | % | 598,820 | 18.7 | % | |||||||||||||||||||
| HME | 50,904 | 6.8 | % | 51,211 | 6.4 | % | 52,182 | 6.5 | % | 52,228 | 6.1 | % | 206,525 | 6.4 | % | |||||||||||||||||||
| Other | 63,761 | 8.5 | % | 68,133 | 8.7 | % | 77,088 | 9.6 | % | 92,168 | 10.7 | % | 301,150 | 9.5 | % | |||||||||||||||||||
| Total Net revenue | $ | 744,626 | 100.0 | % | $ | 793,286 | 100.0 | % | $ | 804,031 | 100.0 | % | $ | 858,234 | 100.0 | % | $ | 3,200,177 | 100.0 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 192,335 | 27.2 | % | $ | 194,693 | 26.8 | % | $ | 198,206 | 26.2 | % | $ | 208,787 | 26.8 | % | $ | 794,021 | 26.7 | % | ||||||||||||||
| Diabetes | 151,359 | 21.4 | % | 162,259 | 22.3 | % | 169,075 | 22.3 | % | 188,295 | 24.1 | % | 670,988 | 22.6 | % | |||||||||||||||||||
| Supplies to the home | 39,865 | 5.6 | % | 43,881 | 6.0 | % | 47,793 | 6.3 | % | 47,787 | 6.1 | % | 179,326 | 6.0 | % | |||||||||||||||||||
| Respiratory | 8,145 | 1.2 | % | 7,891 | 1.1 | % | 9,734 | 1.3 | % | 8,572 | 1.1 | % | 34,342 | 1.2 | % | |||||||||||||||||||
| HME | 30,052 | 4.3 | % | 30,313 | 4.2 | % | 29,463 | 3.9 | % | 28,714 | 3.7 | % | 118,542 | 4.0 | % | |||||||||||||||||||
| Other | 54,199 | 7.7 | % | 53,617 | 7.3 | % | 58,252 | 7.7 | % | 52,393 | 6.7 | % | 218,461 | 7.4 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 475,955 | 67.4 | % | $ | 492,654 | 67.7 | % | $ | 512,523 | 67.7 | % | $ | 534,548 | 68.5 | % | $ | 2,015,680 | 67.9 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 57,938 | 8.2 | % | $ | 65,661 | 9.0 | % | $ | 72,423 | 9.6 | % | $ | 76,683 | 9.8 | % | $ | 272,705 | 9.2 | % | ||||||||||||||
| Diabetes | 3,946 | 0.6 | % | 4,034 | 0.6 | % | 4,211 | 0.6 | % | 3,912 | 0.5 | % | 16,103 | 0.5 | % | |||||||||||||||||||
| Respiratory | 132,580 | 18.8 | % | 128,865 | 17.7 | % | 130,618 | 17.3 | % | 128,634 | 16.5 | % | 520,697 | 17.5 | % | |||||||||||||||||||
| HME | 25,725 | 3.6 | % | 25,547 | 3.5 | % | 25,482 | 3.4 | % | 25,502 | 3.3 | % | 102,256 | 3.4 | % | |||||||||||||||||||
| Other | 10,059 | 1.4 | % | 10,853 | 1.5 | % | 11,238 | 1.4 | % | 11,004 | 1.4 | % | 43,154 | 1.5 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 230,248 | 32.6 | % | $ | 234,960 | 32.3 | % | $ | 243,972 | 32.3 | % | $ | 245,735 | 31.5 | % | $ | 954,915 | 32.1 | % | ||||||||||||||
| Total Net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 250,273 | 35.4 | % | $ | 260,354 | 35.8 | % | $ | 270,629 | 35.8 | % | $ | 285,470 | 36.6 | % | $ | 1,066,726 | 35.9 | % | ||||||||||||||
| Diabetes | 155,305 | 22.0 | % | 166,293 | 22.9 | % | 173,286 | 22.9 | % | 192,207 | 24.6 | % | 687,091 | 23.1 | % | |||||||||||||||||||
| Supplies to the home | 39,865 | 5.6 | % | 43,881 | 6.0 | % | 47,793 | 6.3 | % | 47,787 | 6.1 | % | 179,326 | 6.0 | % | |||||||||||||||||||
| Respiratory | 140,725 | 20.0 | % | 136,756 | 18.8 | % | 140,352 | 18.6 | % | 137,206 | 17.6 | % | 555,039 | 18.7 | % | |||||||||||||||||||
| HME | 55,777 | 7.9 | % | 55,860 | 7.7 | % | 54,945 | 7.3 | % | 54,216 | 7.0 | % | 220,798 | 7.4 | % | |||||||||||||||||||
| Other | 64,258 | 9.1 | % | 64,470 | 8.8 | % | 69,490 | 9.1 | % | 63,397 | 8.1 | % | 261,615 | 8.9 | % | |||||||||||||||||||
| Total Net revenue | $ | 706,203 | 100.0 | % | $ | 727,614 | 100.0 | % | $ | 756,495 | 100.0 | % | $ | 780,283 | 100.0 | % | $ | 2,970,595 | 100.0 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 128,682 | 26.7 | % | $ | 163,331 | 26.5 | % | $ | 173,359 | 26.5 | % | $ | 188,758 | 26.9 | % | $ | 654,130 | 26.6 | % | ||||||||||||||
| Diabetes | 95,017 | 19.7 | % | 123,314 | 20.0 | % | 134,228 | 20.5 | % | 175,523 | 25.0 | % | 528,082 | 21.5 | % | |||||||||||||||||||
| Supplies to the home | 41,363 | 8.6 | % | 42,675 | 6.9 | % | 42,441 | 6.5 | % | 41,351 | 5.9 | % | 167,830 | 6.8 | % | |||||||||||||||||||
| Respiratory | 5,621 | 1.2 | % | 13,154 | 2.1 | % | 6,228 | 1.0 | % | 6,013 | 0.9 | % | 31,016 | 1.3 | % | |||||||||||||||||||
| HME | 23,401 | 4.9 | % | 29,268 | 4.7 | % | 29,919 | 4.6 | % | 31,217 | 4.4 | % | 113,805 | 4.6 | % | |||||||||||||||||||
| Other | 23,181 | 4.8 | % | 28,855 | 4.7 | % | 45,996 | 7.1 | % | 46,511 | 6.6 | % | 144,543 | 6.0 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 317,265 | 65.8 | % | $ | 400,597 | 64.9 | % | $ | 432,171 | 66.2 | % | $ | 489,373 | 69.7 | % | $ | 1,639,406 | 66.8 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 48,109 | 10.0 | % | $ | 66,335 | 10.8 | % | $ | 62,755 | 9.6 | % | $ | 60,053 | 8.6 | % | $ | 237,252 | 9.7 | % | ||||||||||||||
| Diabetes | 2,853 | 0.6 | % | 3,216 | 0.5 | % | 3,722 | 0.6 | % | 3,332 | 0.5 | % | 13,123 | 0.5 | % | |||||||||||||||||||
| Respiratory | 83,454 | 17.3 | % | 111,528 | 18.1 | % | 117,918 | 18.0 | % | 114,370 | 16.3 | % | 427,270 | 17.4 | % | |||||||||||||||||||
| HME | 20,380 | 4.2 | % | 24,431 | 4.0 | % | 26,043 | 4.0 | % | 25,082 | 3.6 | % | 95,936 | 3.9 | % | |||||||||||||||||||
| Other | 10,058 | 2.1 | % | 10,910 | 1.7 | % | 10,684 | 1.6 | % | 9,896 | 1.3 | % | 41,548 | 1.7 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 164,854 | 34.2 | % | $ | 216,420 | 35.1 | % | $ | 221,122 | 33.8 | % | $ | 212,733 | 30.3 | % | $ | 815,129 | 33.2 | % | ||||||||||||||
| Total Net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 176,791 | 36.7 | % | $ | 229,666 | 37.3 | % | $ | 236,114 | 36.1 | % | $ | 248,811 | 35.5 | % | $ | 891,382 | 36.3 | % | ||||||||||||||
| Diabetes | 97,870 | 20.3 | % | 126,530 | 20.5 | % | 137,950 | 21.1 | % | 178,855 | 25.5 | % | 541,205 | 22.0 | % | |||||||||||||||||||
| Supplies to the home | 41,363 | 8.6 | % | 42,675 | 6.9 | % | 42,441 | 6.5 | % | 41,351 | 5.9 | % | 167,830 | 6.8 | % | |||||||||||||||||||
| Respiratory | 89,075 | 18.5 | % | 124,682 | 20.2 | % | 124,146 | 19.0 | % | 120,383 | 17.2 | % | 458,286 | 18.7 | % | |||||||||||||||||||
| HME | 43,781 | 9.1 | % | 53,699 | 8.7 | % | 55,962 | 8.6 | % | 56,299 | 8.0 | % | 209,741 | 8.5 | % | |||||||||||||||||||
| Other | 33,239 | 6.9 | % | 39,765 | 6.4 | % | 56,680 | 8.7 | % | 56,407 | 7.9 | % | 186,091 | 7.7 | % | |||||||||||||||||||
| Total Net revenue | $ | 482,119 | 100.0 | % | $ | 617,017 | 100.0 | % | $ | 653,293 | 100.0 | % | $ | 702,106 | 100.0 | % | $ | 2,454,535 | 100.0 | % |
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Results of Operations
Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2023 and 2022:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 3,200,177 | 100.0 | % | $ | 2,970,595 | 100.0 | % | $ | 229,582 | 7.7 | % | |||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue | 2,720,613 | 85.0 | % | 2,553,169 | 85.9 | % | 167,444 | 6.6 | % | ||||||||||||
| General and administrative expenses | 190,091 | 5.9 | % | 162,125 | 5.5 | % | 27,966 | 17.2 | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 57,087 | 1.8 | % | 64,890 | 2.2 | % | (7,803) | (12.0) | % | ||||||||||||
| Goodwill impairment | 830,787 | 26.0 | % | — | — | % | 830,787 | — | % | ||||||||||||
| Total costs and expenses | 3,798,578 | 118.7 | % | 2,780,184 | 93.6 | % | 1,018,394 | 36.6 | % | ||||||||||||
| Operating (loss) income | (598,401) | (18.7) | % | 190,411 | 6.4 | % | (788,812) | (414.3) | % | ||||||||||||
| Interest expense, net | 130,299 | 4.1 | % | 109,414 | 3.7 | % | 20,885 | 19.1 | % | ||||||||||||
| Change in fair value of warrant liability | (34,482) | (1.1) | % | (17,158) | (0.6) | % | (17,324) | 101.0 | % | ||||||||||||
| Other loss, net | 29,566 | 0.9 | % | 253 | — | % | 29,313 | 11586.2 | % | ||||||||||||
| (Loss) income before income taxes | (723,784) | (22.6) | % | 97,902 | 3.3 | % | (821,686) | (839.3) | % | ||||||||||||
| Income tax (benefit) expense | (49,004) | (1.5) | % | 24,769 | 0.8 | % | (73,773) | (297.8) | % | ||||||||||||
| Net (loss) income | (674,780) | (21.1) | % | 73,133 | 2.5 | % | (747,913) | (1022.7) | % | ||||||||||||
| Income attributable to noncontrolling interests | 4,115 | 0.1 | % | 3,817 | 0.1 | % | 298 | 7.8 | % | ||||||||||||
| Net (loss) income attributable to AdaptHealth Corp. | $ | (678,895) | (21.2) | % | $ | 69,316 | 2.4 | % | $ | (748,211) | (1079.4) | % |
Net Revenue. The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
| Variance 2023 vs. 2022 | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except percentages) | $ | % | ||||
| (Unaudited) | ||||||
| Revenue change driver: | ||||||
| Increase from non-acquired growth | $ | 217,268 | 7.3 | % | ||
| Increase from acquisitions | 12,314 | 0.4 | % | |||
| Total change in net revenue | $ | 229,582 | 7.7 | % |
Net revenue for the years ended December 31, 2023 and 2022 was $3,200.2 million and $2,970.6 million, respectively, an increase of $229.6 million or 7.7%. The increase in net revenue was primarily driven by non-acquired growth of $217.3 million, as well as acquisitions, which increased net revenue by $12.3 million.
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Net revenue from AdaptHealth's sleep business increased by $174.4 million, or 16.4%, for the year ended December 31, 2023 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for sleep products, including CPAP resupply products. Net revenue from AdaptHealth's respiratory business increased by $43.8 million, or 7.9%, for the year ended December 31, 2023 compared to the prior year period, primarily due to increased patient census driven by strong patient demand for respiratory products. Net revenue from AdaptHealth's diabetes business decreased by $27.1 million, or 3.9%, for the year ended December 31, 2023 compared to the prior year period, primarily due to a shift in diabetes patients by certain large commercial insurance and other payors from DME suppliers to dual-benefit and pharmacy-only suppliers and lower net revenue from insulin pumps and supplies as a result of a shift toward more pumps being sold to patients through the pharmacy channel, as well as the effect from manufacturers bringing additional distribution business in-house, partially offset by an increase in CGM patient census.
For the year ended December 31, 2023, net sales revenue (recognized at a point in time) comprised 67% of total net revenue, compared to 68% of total net revenue for the year ended December 31, 2022. For the year ended December 31, 2023, net revenue from fixed monthly equipment reimbursements comprised 33% of total net revenue, compared to 32% of total net revenue for the year ended December 31, 2022.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2023 and 2022:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Costs of net revenue: | |||||||||||||||||||||
| Cost of products and supplies | $ | 1,305,219 | 40.8 | % | $ | 1,199,481 | 40.4 | % | $ | 105,738 | 8.8 | % | |||||||||
| Salaries, labor and benefits | 785,876 | 24.5 | % | 777,306 | 26.1 | % | 8,570 | 1.1 | % | ||||||||||||
| Patient equipment depreciation | 325,696 | 10.2 | % | 286,288 | 9.6 | % | 39,408 | 13.8 | % | ||||||||||||
| Rent and occupancy | 67,783 | 2.1 | % | 64,375 | 2.2 | % | 3,408 | 5.3 | % | ||||||||||||
| Other operating expenses | 236,039 | 7.4 | % | 225,719 | 7.6 | % | 10,320 | 4.6 | % | ||||||||||||
| Total cost of net revenue | $ | 2,720,613 | 85.0 | % | $ | 2,553,169 | 85.9 | % | $ | 167,444 | 6.6 | % |
Cost of net revenue for the years ended December 31, 2023 and 2022 was $2,720.6 million and $2,553.2 million, respectively, an increase of $167.4 million or 6.6%. Costs of products and supplies increased by $105.7 million primarily as a result of increased net sales revenue and general inflationary cost increases. Salaries, labor and benefits increased by $8.6 million, primarily due to increased benefit costs, annual merit increases, and workforce wage pressure driven by inflation, partially offset by cost savings actions driven by headcount reductions. Patient equipment depreciation was 10.2% of net revenue in 2023 compared to 9.6% in 2022, primarily as a result of higher medical equipment prices and rental counts.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2023 and 2022 were $190.1 million and $162.1 million, respectively, an increase of $28.0 million or 17.2%. This increase is primarily due to higher professional fees and higher equity-based compensation expense, partially offset by lower transaction costs. General and administrative expenses as a percentage of net revenue was 5.9% in 2023, compared to 5.5% in 2022. General and administrative expenses in 2023 included $19.6 million of equity-based compensation expense, $1.0 million of transaction costs, and other non-recurring expenses of $28.9 million, primarily consisting of $12.8 million of expenses associated with litigation, $6.5 million of expenses associated with cost savings initiatives, and $5.6 million of expenses associated with systems implementation activities. General and administrative expenses in 2022 included $15.8 million of equity-based compensation expense, $6.0 million of transaction costs, and other non-recurring expenses of $19.7 million, primarily consisting of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services and $7.4 million of expenses associated with litigation.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2023 and 2022 was $57.1 million and $64.9 million, respectively, a decrease of $7.8 million, primarily related to lower intangible amortization expense.
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Goodwill Impairment. The Company performed a goodwill impairment test at each quarterly reporting date during 2023, and based on the results of the tests performed at September 30, 2023 and December 31, 2023, it was concluded that the estimated fair value of AdaptHealth’s reporting unit was less than its carrying values at such dates, as such, AdaptHealth recognized an aggregate non-cash goodwill impairment charge of $830.8 million. See Note 5, Goodwill and Identifiable Intangible Assets, for additional details.
Interest Expense, net. Interest expense, net for the years ended December 31, 2023 and 2022 was $130.3 million and $109.4 million, respectively. Interest expense related to AdaptHealth's credit agreement increased by $27.6 million in 2023 compared to 2022 as a result of higher interest rates, offset by lower average outstanding borrowings in 2023 compared to 2022. Interest expense on AdaptHealth's finance leases increased by $1.1 million in 2023 compared to 2022. These increases were offset by a reduction in interest expense of $8.3 million related to AdaptHealth's interest rate swap agreements.
Change in Fair Value of Warrant Liability. AdaptHealth has outstanding warrants to purchase shares of Common Stock, as discussed in Note 11, Stockholders' Equity – Warrants, to the accompanying December 31, 2023 consolidated financial statements. These warrants are liability-classified, and the change in fair value of the warrant liability represents a non-cash gain in 2023 and 2022 for the change in the estimated fair value of such liability during the respective periods.
Other loss, net. Other loss, net for the year ended December 31, 2023 consisted of an expense of $25.1 million relating to an agreement to settle a previously disclosed securities class action lawsuit, net of expected contributions from the Company’s insurers, $4.8 million of lease termination costs associated with a cost management program, $0.9 million of impairments of operating lease right-of-use assets, $1.2 million of expenses associated with other legal settlements, and a $0.3 million charge for the increase in the fair value of a contingent consideration liability related to an acquisition, offset by income of $2.5 million related to changes in AdaptHealth’s estimated TRA liability, and $0.3 million of equity income related to an equity method investment. Other loss, net for the year ended December 31, 2022 consisted of $3.2 million of expenses associated with legal settlements, $2.2 million of increases in the fair value of contingent consideration liabilities related to acquisitions, and $0.2 million of other charges, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability and $2.4 million in gains from asset sales.
Income Tax (Benefit) Expense. Income tax benefit for the year ended December 31, 2023 was $49.0 million compared to income tax expense of $24.8 million for the year ended December 31, 2022. Income tax expense on ordinary income for the year ended December 31, 2023 decreased as compared to the year ended December 31, 2022 due to lower pre-tax income net of warrant liability fair value adjustments. Additionally, the Company recognized a $64.8 million income tax benefit, and corresponding increase to net deferred tax assets, related to non-cash goodwill impairment charges of $830.8 million recognized during the year ended December 31, 2023. See Note 5, Goodwill and Identifiable Intangible Assets, for additional details.
Comparison of Year Ended December 31, 2022 and Year Ended December 31, 2021.
For a comparison of AdaptHealth's results of operations for the years ended December 31, 2022 and December 31, 2021, see "Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Operations" of AdaptHealth's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023.
EBITDA and Adjusted EBITDA
AdaptHealth uses EBITDA and Adjusted EBITDA, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.
AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient equipment depreciation.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, change in fair value of the warrant liability, goodwill impairment,
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change in fair value of the contingent consideration common shares liability, litigation settlement expense, and certain other non-recurring items of expense or income.
AdaptHealth believes Adjusted EBITDA is useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth uses this metric as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
EBITDA and Adjusted EBITDA should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
The following unaudited table presents the reconciliation of net (loss) income attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | ||||||||
| (Unaudited) | |||||||||||
| Net (loss) income attributable to AdaptHealth Corp. | $ | (678,895) | $ | 69,316 | $ | 156,175 | |||||
| Income attributable to noncontrolling interest | 4,115 | 3,817 | 1,978 | ||||||||
| Interest expense, net | 130,299 | 109,414 | 95,195 | ||||||||
| Income tax (benefit) expense | (49,004) | 24,769 | 32,806 | ||||||||
| Depreciation and amortization, including patient equipment depreciation | 382,783 | 351,178 | 258,053 | ||||||||
| EBITDA | (210,702) | 558,494 | 544,207 | ||||||||
| Loss on extinguishment of debt (a) | — | — | 20,189 | ||||||||
| Equity-based compensation expense (b) | 22,468 | 22,397 | 25,323 | ||||||||
| Transaction costs (c) | 960 | 6,003 | 49,081 | ||||||||
| Change in fair value of warrant liability (d) | (34,482) | (17,158) | (53,181) | ||||||||
| Goodwill impairment (e) | 830,787 | — | — | ||||||||
| Change in fair value of contingent consideration common shares liability (f) | — | — | (29,389) | ||||||||
| Litigation settlement expense (g) | 25,140 | — | — | ||||||||
| Other non-recurring expenses, net (h) | 36,624 | 24,034 | 9,688 | ||||||||
| Adjusted EBITDA | $ | 670,795 | $ | 593,770 | $ | 565,918 | |||||
| Net (loss) income attributable to AdaptHealth Corp. as a percentage of net revenue | (21.2)% | 2.3% | 6.4% | ||||||||
| Adjusted EBITDA as a percentage of net revenue | 21.0% | 20.0% | 23.1% |
(a)Represents the write-off of unamortized deferred financing costs and other expenses related to refinancing of debt and prepayment penalties for early debt payoff.
(b)Represents non-cash equity-based compensation expense for awards granted to employees and non-employee directors.
(c)Represents transaction costs and expenses related to integration efforts related to acquisitions.
(d)Represents non-cash gains for the changes in the estimated fair value of the warrant liability. See Note 11, Stockholders’ Equity – Warrants, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2023 for additional discussion of such non-cash gains.
(e)Represents non-cash goodwill impairment charges as a result of the fair value of the Company’s reporting unit being less than its carrying value. See Note 5, Goodwill and Identifiable Intangible Assets, included in the
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accompanying notes to the consolidated financial statements for the year ended December 31, 2023 for additional discussion of such impairment charges.
(f)Represents a non-cash gain for the change in the estimated fair value of the contingent consideration common shares liability. See Note 11, Stockholders’ Equity – Contingent Consideration Common Shares, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2023 for additional discussion of such non-cash gain.
(g)Represents an expense relating to an agreement to settle a previously disclosed securities class action lawsuit, net of expected contributions from the Company’s insurers. See Note 16, Commitments and Contingencies, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2023 for additional discussion of such agreement.
(h)The 2023 period consists of $13.9 million of expenses associated with litigation, $7.1 million of severance charges (of which $2.9 million relates to the separation of the Company's former CEO), $5.6 million of consulting expenses associated with systems implementation activities, $5.2 million of consulting expenses associated with cost savings initiatives, $4.8 million of lease termination costs associated with a cost management program, $0.9 million of net impairments of operating lease right-of-use assets as a result of vacating the leased facilities, and $1.6 million of other non-recurring expenses, offset by income of $2.5 million related to changes in AdaptHealth's estimated TRA liability. The 2022 period consists of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services, $10.5 million of expenses associated with litigation, a $0.8 million loss related to the write-off of an investment, and $3.9 million of net other non-recurring expenses, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability. The 2021 period includes $2.1 million of expenses related to legal and other costs associated with the separation of the Company’s former Co-CEO, $3.9 million of expenses associated with litigation, claims and settlements, $1.9 million of expenses associated with lease terminations, and $4.6 million of net other non-recurring expenses, offset by a $1.9 million gain in connection with the consolidation of an equity method investment, and $0.9 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions.
Free Cash Flow
AdaptHealth uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate AdaptHealth's competitors and to measure the ability of companies to service their debt. AdaptHealth's presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to AdaptHealth to fund its cash needs, including investing in the growth of its business and meeting its obligations.
Free cash flow should not be considered as a measure of financial performance under U.S. GAAP. Accordingly, this key business metric has limitations as an analytical tool. It should not be considered as an alternative to any performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets. For further discussion on free cash flow, including a reconciliation from cash flows provided by operating activities, see Liquidity and Capital Resources - Free Cash Flow below.
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements, and proceeds from equity issuances. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of capital expenditures including patient equipment, product and supply costs, salaries, labor, benefits and other employee-related costs, third-party customer service, billing and collections and logistics costs, acquisitions and debt service, and to fund share repurchases. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
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AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, economic conditions may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition could be materially adversely affected.
As of December 31, 2023, AdaptHealth had approximately $77.1 million of cash.
At December 31, 2023, AdaptHealth had $720.0 million outstanding under its existing credit facility. In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement, which was subsequently amended in April 2021 and March 2023 (the “2021 Credit Agreement”). The 2021 Credit Agreement consists of a $800 million term loan (the “2021 Term Loan”) and $450 million in commitments for revolving credit loans with a $55 million letter of credit sublimit (the “2021 Revolver”), both with maturities in January 2026. The borrowing under the 2021 Term Loan requires quarterly principal repayments of $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. 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. As of December 31, 2023, there were no outstanding borrowings under the 2021 Revolver. At December 31, 2023, based on the financial debt covenants under the 2021 Credit Agreement, the maximum amount the Company could borrow under the 2021 Revolver and remain in compliance with the financial debt covenants under the agreement was $226.2 million.
Amounts borrowed under the 2021 Credit Agreement bear interest quarterly at variable rates based upon, except in the case of Base Rate Loans (as defined), the sum of (a) the forward looking term rate based on a secured overnight financing rate ("Term SOFR") (subject to a zero percent floor) equal to Term SOFR plus a Term SOFR Adjustment (as defined) of 0.10%, 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). On March 31, 2023, the Company amended the 2021 Credit Agreement to change the base interest rate under the agreement from LIBOR to be based on Term SOFR. 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 actual daily undrawn portion of the 2021 Revolver based on the Consolidated Senior Secured Leverage Ratio.
Under the 2021 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. 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. AdaptHealth was in compliance with the applicable covenants in the aforementioned credit facility as of December 31, 2023.
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 calculation of excess cash flow, as defined, if certain leverage tests are not met. As a result of the calculation of excess cash flow as of December 31, 2023, AdaptHealth is required to make a mandatory prepayment of $13.4 million. This amount is included in the current portion of long-term debt as of December 31, 2023 in the accompanying consolidated balance sheets, and AdaptHealth expects to make this payment by the end of March 2024.
At December 31, 2023, AdaptHealth had $1,450.0 million aggregate principal amount of unsecured senior notes outstanding. In August 2021, AdaptHealth LLC issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (the “5.125% Senior Notes”). The 5.125% Senior Notes will mature on March 1, 2030. Interest on the
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5.125% Senior Notes is payable on March 1st and September 1st of each year. The 5.125% Senior Notes will be redeemable at AdaptHealth’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. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In January 2021, AdaptHealth LLC issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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. The 4.625% Senior Notes will be redeemable at AdaptHealth’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%, and (iii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In July 2020, AdaptHealth LLC issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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. The 6.125% Senior Notes will be redeemable at AdaptHealth’s option, in whole or in part, at any time on or after August 1, 2023, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2023 is 103.063%, (ii) August 1, 2024 is 102.042%, (iii) August 1, 2025 is 101.021% and (iv) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth may also redeem some or all of the 6.125% Senior Notes before August 1, 2023 at a redemption price of 100% of the principal amount of the 6.125% Senior Notes, plus a “make-whole” premium, together with accrued and unpaid interest. In addition, AdaptHealth may redeem up to 40% of the original aggregate principal amount of the 6.125% Senior Notes before August 1, 2023 with the proceeds from certain equity offerings at a redemption price equal to 106.125% of the principal amount of the 6.125% Senior Notes, together with accrued and unpaid interest. Furthermore, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
As of December 31, 2023 and 2022, AdaptHealth had working capital of $112.0 million and $129.1 million, respectively. A significant portion of AdaptHealth’s current assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | ||||||
| (Unaudited) | |||||||||
| Net cash provided by operating activities | $ | 480,666 | $ | 373,867 | $ | 275,679 | |||
| Net cash used in investing activities | (357,278) | (411,171) | (1,824,753) | ||||||
| Net cash (used in) provided by financing activities | (92,528) | (66,051) | 1,598,739 | ||||||
| Net increase (decrease) in cash | 30,860 | (103,355) | 49,665 | ||||||
| Cash at beginning of period | 46,272 | 149,627 | 99,962 | ||||||
| Cash at end of period | $ | 77,132 | $ | 46,272 | $ | 149,627 |
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Net cash provided by operating activities for the years ended December 31, 2023 and 2022 was $480.7 million and $373.9 million, respectively, an increase of $106.8 million. The increase was the result of a $747.9 million reduction in net income (loss), a net increase of $769.3 million in non-cash charges, primarily from goodwill impairment charges, depreciation and amortization, the change in the estimated fair value of the warrant liability, deferred income taxes, and the reduction in the carrying amount of operating and finance lease right-of-use assets, payments of contingent consideration related to acquisitions of $2.5 million in the 2022 period, and a net $82.9 million increase resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash provided by operating activities for the years ended December 31, 2022 and 2021 was $373.9 million and $275.7 million, respectively, an increase of $98.2 million. The increase was the result of (1) a $85.0 million reduction in net income, (2) a net increase of $139.4 million in non-cash charges, primarily from depreciation and amortization, the change in the estimated fair value of the warrant liability and contingent consideration common shares liability, equity-based compensation expense, and loss on extinguishment of debt, (3) an increase of $1.5 million in payments for contingent consideration related to acquisitions, and (4) a net $45.3 million resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash used in investing activities for the years ended December 31, 2023, 2022 and 2021 was $357.3 million, $411.2 million and $1,824.8 million, respectively. The use of funds in 2023 consisted of $337.5 million for equipment and other fixed asset purchases, $19.7 million for business acquisitions, and $0.1 million for other investments. The use of funds in 2022 consisted of $19.0 million for business acquisitions, $391.4 million for equipment and other fixed asset purchases and $0.7 million for other investments. The use of funds in 2021 consisted of $1,620.3 million for business acquisitions, primarily for the AeroCare acquisition, $203.3 million for equipment and other fixed asset purchases and $1.1 million for other investments.
Net cash used in financing activities for 2023 was $92.5 million and consisted of repayments of $101.8 million on long-term debt and finance lease liabilities, payments of $29.3 million for Common Stock purchases under a share repurchase program, payments of $3.2 million in connection with the Company's liability relating to the TRA, payments of $5.8 million for tax withholdings associated with equity-based compensation and stock option exercises, a payment of $2.5 million for a distribution to the noncontrolling interest, and payments of $2.5 million for deferred purchase price in connection with acquisitions, offset by borrowings of long-term debt of $50.0 million, proceeds of $2.0 million in connection with the employee stock purchase plan and proceeds of $0.6 million relating to stock option exercises.
Net cash used in financing activities for 2022 was $66.1 million and consisted of repayments of $36.2 million on long-term debt and finance lease obligations, payments of $14.5 million for contingent consideration and deferred purchase price related to acquisitions, payments of $14.0 million for Common Stock repurchases under a share repurchase program, a payment of $2.0 million for a distribution to noncontrolling interests, and payments of $3.5 million for tax withholdings associated with equity-based compensation activity and stock option exercises, offset by proceeds of $1.6 million in connection with the employee stock purchase plan and proceeds of $2.5 million relating to stock option exercises.
Net cash provided by financing activities for 2021 was $1,598.7 million and consisted of proceeds of $1,165.0 million from borrowings on long-term debt and lines of credit, proceeds of $1,100.0 million from the issuance of senior unsecured notes, proceeds of $278.9 million from the issuance of shares of Common Stock in connection with a public underwritten offering, proceeds of $12.3 million from the exercise of stock options, and proceeds of $1.0 million in connection with the employee stock purchase plan, offset by total repayments of $869.4 million on long-term debt and finance lease obligations, payments of $13.8 million for equity issuance costs, payments of $29.2 million for debt issuance costs, payments of $25.2 million for contingent consideration and deferred purchase price related to acquisitions, payments of $16.1 million for debt prepayment penalties, payments of $1.1 million for distributions to noncontrolling interests, and payments of $3.6 million relating to tax withholdings associated with equity-based compensation activity and stock option exercises.
Free Cash Flow
The following table reconciles net cash provided by operating activities to free cash flow, which is a non-GAAP measure, for the years ended December 31, 2023, 2022 and 2021:
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| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | ||||||||
| (Unaudited) | |||||||||||
| Net cash provided by operating activities | $ | 480,666 | $ | 373,867 | $ | 275,679 | |||||
| Purchases of equipment and other fixed assets | (337,463) | (391,423) | (203,308) | ||||||||
| Free cash flow | $ | 143,203 | $ | (17,556) | $ | 72,371 |
Free cash flow was positive $143.2 million for the year ended December 31, 2023, compared to negative $17.6 million for the year ended December 31, 2022. The increase in free cash flow was primarily due to higher net cash provided by operating activities due to a net decrease in the use of cash from operating assets and liabilities, primarily from accounts receivable, inventory and accounts payable and accrued expenses, and a decrease in, and timing of, purchases of patient medical equipment for operating requirements, offset by an increase in cash paid for interest. Free cash flow was negative $17.6 million for the year ended December 31, 2022, compared to positive $72.4 million for the year ended December 31, 2021. The reduction in free cash flow was primarily due to an increase in, and timing of, purchases of patient medical equipment for operating requirements, partially offset by higher net cash provided by operating activities due to an increase in the source of cash for improved results from operations.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical estimates in relation to its consolidated financial statements include those related to revenue recognition and valuation of goodwill.
Revenue Recognition
Revenues are recognized either at a point in time for the sale of supplies and disposables, over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. The Company determines the transaction price based on contractually agreed-upon amounts or rates, referred to as explicit price concessions, adjusted for estimates of variable consideration, such as implicit price concessions, based on historical reimbursement experience. The Company utilizes the expected value method to determine the amount of variable consideration, including implicit and explicit price concessions, 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.
The estimated implicit price concession requires significant judgment as it involves the complexity of third-party billing arrangements, contractual terms and the uncertainty of reimbursement amounts. The estimated implicit price concession is developed using assumptions based on the best information available to the Company at the time, but which
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are inherently uncertain and unpredictable and as a result, actual results may differ significantly from the Company's estimates.
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. Goodwill is not amortized, rather, it is assessed for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases 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. When performing a quantitative assessment to estimate the fair value of the Company's goodwill, the Company applies (1) a discounted cash flow method which includes assumptions on the projected future cash flows, earnings, discount rates, working capital adjustments, long-term growth rates, and others, and (2) a market approach to estimate value through the analysis of recent sales of comparable assets or business entities. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, including the revenue growth rates, discount rate, and control premium used to estimate the reporting unit’s fair value, and judgment about impairment triggering events. As a result, there can be no assurance that the estimates and assumptions made for purposes of the Company's goodwill impairment test will prove to be accurate predictions of the future. The use of different estimates or assumptions in determining the fair value of the Company's goodwill may result in a different value recorded, which could result in a material non-cash impairment charge.
Recent Accounting Pronouncements
Recently issued accounting pronouncements that may be relevant to the Company’s operations but have not yet been adopted are outlined in Note 2, Summary of Significant Accounting Policies - (ee) Recently Issued Accounting Pronouncements, to its consolidated financial statements included in this report.
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, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If there is no probable estimate within a range of reasonably possible outcomes, the Company’s policy is to record at the low end of the range of such reasonably possible outcomes. Significant judgment is required to determine both probability and the estimated amount. The Company reviews its accruals at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations and proceedings, except as disclosed below. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial conditions or results of operations. However, the Company’s assessment may be affected by limited information. Accordingly, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. Professional legal fees are expensed as they are incurred.
On July 25, 2017, AdaptHealth Holdings 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. AdaptHealth Holdings cooperated with the investigation and on April 21, 2023, the Company entered into a settlement agreement with the EDPA resolving all allegations and claims related to the investigation without a determination of liability on the part of the Company. In connection with the settlement, the Company made a payment of $5.3 million, which was fully accrued as of December 31, 2022, and was not required to enter into any post-settlement agreements related to the settlement.
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In March 2019, prior to its acquisition by the Company, AeroCare Holdings, Inc. (“AeroCare”) was served with a civil investigative demand (“CID”) issued by the United States Attorney for the Western District of Kentucky (“WDKY”). The CID sought 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 requested documents related to such oxygen tank content billing as well as other categories of information. AeroCare cooperated fully with the investigation and on June 23, 2022, the complaint filed in connection with this investigation was dismissed by the United States District Court in the Western District of Kentucky with the consent of the WDKY.
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 for alleged violations of the federal securities laws arising from allegedly false and misleading statements and/or failures to disclose material information regarding changes made to the methodology used to calculate the Company’s organic growth trajectory. On October 14, 2021, the court appointed Delaware County Employees Retirement System and the Bucks County Employees Retirement System as Lead Plaintiffs. On November 22, 2021, Lead Plaintiffs filed a consolidated complaint against the Company and certain of its current and former officers and directors on behalf of shareholders that purchased or otherwise acquired the Company’s stock and options between November 8, 2019 and July 16, 2021 (as to the complaint, the “Consolidated Complaint”; as to the action, the “Consolidated Class Action”). The Consolidated Complaint generally alleges that the defendants violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding changes made to the methodology used to calculate the Company’s organic growth trajectory and the Company’s former Co-CEO’s alleged tax fraud arising from certain past private activity. The Consolidated Complaint seeks unspecified damages. On January 20, 2022, the defendants filed a motion to dismiss the Consolidated Complaint, which the court denied on June 9, 2022. On June 7, 2023, the court entered an order staying the Consolidated Class Action pending the outcome of a private mediation between the parties.
On February 26, 2024, defendants entered into a stipulation and agreement of settlement with the Lead Plaintiffs. The Company’s portion of the proposed settlement is expected to be funded as follows (i) $32.2 million of cash from the Company’s insurance carriers; (ii) $17.8 million of cash from the Company; and (iii) 1 million shares of the Company’s Common Stock (the “Settlement Shares”). In addition, as part of the proposed settlement, the Company has agreed to the implementation of certain corporate governance reforms. At December 31, 2023, the Company recorded a liability of $57.3 million, consisting of the aggregate cash payments of $50.0 million and the fair value of the Settlement Shares, which was determined to be $7.3 million; such liability is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. In addition, at December 31, 2023, the Company recorded a receivable of $32.2 million, representing the amount to be received from the Company’s insurance carriers, which is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. For the year ended December 31, 2023, the Company recorded a pre-tax expense of $25.1 million associated with the proposed settlement, which is included in other loss, net in the accompanying consolidated statements of operations. The Company anticipates that the Settlement Shares will be issued from available Treasury Stock. Upon issuance of the Settlement Shares, $7.3 million will be reclassified from liabilities to stockholders' equity.
The proposed settlement is subject to preliminary and final Court approval and other customary closing conditions. Upon the effectiveness of the proposed settlement, the Company and its directors and officers as well as the other defendants named in the Consolidated Complaint will be released from the claims that were asserted or could have been asserted in the Consolidated Class Action, with certain limitations, by class members participating in the settlement. The Company has always maintained, and continues to believe, that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws. The settlement includes no admission of liability or wrongdoing and is subject to court approval. There can be no assurance that the settlement will be finalized and approved and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.
The Company has also reached an agreement in principle with its directors and officers liability insurers to resolve a proceeding that the Company filed in Delaware Superior Court concerning coverage in connection with the Consolidated Class Action and the Derivative Action discussed immediately below. The proposed settlement will exhaust $35.0 million in D&O coverage limits available to the Company for the policy period from November 8, 2020 to November 8, 2021. There can be no assurance that the settlement will be finalized or the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.
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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 (as to the complaint, the “Derivative Complaint”; as to the action, the “Derivative Action”). The Derivative Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by, among other things, allegedly causing or allowing misrepresentations and/or omissions regarding changes made to the methodology used to calculate the Company’s organic growth and the Company’s former Co-CEO’s alleged criminal activity 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 to the Derivative Action stipulated to stay the Derivative Action pending final resolution of the Consolidated Class Action. On March 7, 2022, the court so-ordered the parties’ stipulation.
The defendants have reached an agreement in principle with the derivative plaintiff to settle the Derivative Action. The settlement, which would include no admission of liability or wrongdoing by the defendants, is subject to negotiation and execution of definitive settlement documentation and court approval. The proposed settlement consideration would consist of certain corporate governance reforms and reasonable attorneys’ fees, at an amount to later be determined, to be approved by the court.
Upon the effectiveness of the proposed settlement, the Company and its directors and officers as well as the other defendants named in the Derivative Complaint would be released from the claims that were asserted or could have been asserted in the Derivative Complaint. The proposed settlement is subject to court approval and other customary closing conditions. There can be no assurance that the settlement will be finalized and approved and, even if approved, whether the conditions to settlement will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.
On May 2, 2022, the U.S. Attorney’s Office for the Southern District of New York issued a civil investigative demand to a subsidiary of the Company, pursuant to the False Claims Act, 31 U.S.C. § 3733 ("FCA") surrounding whether the subsidiary submitted false claims in violation of the FCA related to its 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 stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
On October 24, 2023, Allegheny County Employees’ Retirement System, a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers, and certain underwriters in the United States District Court for the Eastern District of Pennsylvania (the “Allegheny County Complaint”). The Allegheny County Complaint purports to be asserted on behalf of a class of persons who purchased the Company’s stock between August 4, 2020 and February 27, 2023. The Allegheny County Complaint alleges, among other things, that the defendants violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding the Company’s organic growth in its diabetes business. The Allegheny County Complaint seeks unspecified damages. On January 23, 2024, the court entered an order appointing Allegheny County Employees' Retirement System, International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario, and City of Tallahassee Pension Plan as Lead Plaintiffs. On February 6, 2024, the parties filed a joint stipulation outlining proposed deadlines for Lead Plaintiffs to identify an operative complaint or file an amended or consolidated complaint and for defendants to respond to the operative complaint.
The Company intends to vigorously defend against the allegations contained in the Allegheny County Complaint, but there can be no assurance that the defense will be successful.
FY 2022 10-K MD&A
SEC filing source: 0001628280-23-005590.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.'s ("AdaptHealth" or the "Company") consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, "Risk Factors", of this Annual Report on Form 10-K. Certain amounts that appear in this section may not sum due to rounding.
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AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company 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 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. The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of December 31, 2022, AdaptHealth serviced approximately 3.9 million patients annually in all 50 states through its network of approximately 725 locations in 47 states. The Company's principal executive offices are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.
Impact of the COVID-19 Pandemic
Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. Through the CARES Act, the federal government authorized payments that were distributed to healthcare providers through the Public Health and Social Services Emergency Fund ("Provider Relief Fund" or "PRF"). Additionally, the CARES Act revised the Medicare accelerated and advance payment program in an attempt to disburse payments to healthcare providers more quickly to mitigate the financial impact on healthcare providers.
AdaptHealth increased its cash liquidity by, among other things, seeking recoupable advance payments of $45.8 million made available by CMS under the CARES Act legislation, which was received in April 2020. In addition, in connection with an acquisition completed in July 2020, AdaptHealth 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 were applied to services provided and revenue recognized during the period in which the recoupment occurred, which impacted AdaptHealth's cash receipts for services provided during the period in which the amounts were recouped. As of December 31, 2022 the CMS advance payments have been recouped by or repaid to CMS in full and there is no liability to CMS for these amounts as of such date. In addition, in April 2020, AdaptHealth received distributions of the CARES Act PRF of $17.2 million, and subsequent to April 2020, AdaptHealth completed several acquisitions in which the acquired companies received a total of $22.2 million of PRF payments prior to the applicable dates of acquisition. In connection with the accounting for these acquisitions, AdaptHealth recorded assumed liabilities of $7.7 million relating to the PRF payments received by the acquired companies. The PRF payments are targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers were required to agree to certain terms and conditions, including, among other things, that the funds would be used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments were required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. As of December 31, 2021, AdaptHealth recognized all of the PRF payments it had received, and the liabilities assumed for PRF payments received from acquired companies, as grant income, as it was determined that AdaptHealth has complied with the terms and conditions associated with the grant. As such, there is no liability recorded in AdaptHealth's consolidated balance sheet relating to the PRF payments as of December 31, 2022 and 2021.
HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect AdaptHealth's ability to comply and AdaptHealth could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to AdaptHealth. AdaptHealth is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs
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and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS.
Also, as permitted under the CARES Act, AdaptHealth elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021. In total, AdaptHealth deferred $8.6 million under this provision, and paid $4.3 million on January 4, 2022 and $4.3 million on December 14, 2022. There are no further amounts due under this provision as of December 31, 2022.
While the impact of the COVID-19 pandemic, the National Emergency Declaration and the various state and local government imposed stay-at-home restrictions did not have a material impact on AdaptHealth's consolidated operating results initially, AdaptHealth experienced declines in net revenue in 2021 and 2020 in certain services associated with elective medical procedures (such as commencement of new CPAP services and medical equipment and orthopedic supply related to facility discharges). Offsetting these declines in net revenue, AdaptHealth experienced an increase in net revenue in 2021 and 2020 related to increased demand for certain respiratory products (such as oxygen), increased sales in its resupply businesses (primarily as a result of the increased ability to contact patients at home as a result of state and local government imposed stay-at-home orders) and the one-time sale of certain respiratory equipment (primarily ventilators, bi-level PAP devices and oxygen concentrators) to hospitals and local health agencies. Additionally, the suspension of Medicare sequestration (which had resulted in an approximate 2% increase in Medicare payments to all providers through March 31, 2022 and a 1% increase from April 1, 2022 through June 30, 2022), and regulatory guidance from CMS expanding telemedicine and reducing documentation requirements during the public health emergency period, resulted in increased net revenues for certain products and services. However, Medicare sequestration has resumed on July 1, 2022 and will result in a reduction of 2% applied to all Medicare Fee-for-Service claims, which will negatively affect AdaptHealth's net revenue. On January 30, 2023, President Biden announced the intent to end the public health emergency on May 11, 2023.
Impact of Inflation
Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies. The cost to manufacture and distribute the equipment and products that AdaptHealth provides to patients is influenced by the cost of materials, labor, and transportation, including fuel costs. AdaptHealth has recently experienced inflationary pressure and higher costs as a result of the increasing cost of materials, labor and transportation. The increase in the cost of equipment and products is due in part to a shortage in the availability of certain products, the higher cost of shipping, and general inflationary cost increases. Additionally, it is not certain that AdaptHealth will be able to pass increased costs onto customers to offset inflationary pressures. Continuing increases in inflation could impact the overall demand for AdaptHealth's products and services, its costs for labor, equipment and products, and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth's business, financial position, results of operations and cash flows. In addition, future volatility of general price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect AdaptHealth's financial results. Although there have been recent increases in inflation, AdaptHealth cannot predict whether these trends will continue. AdaptHealth's primary mitigation efforts relating to these inflationary pressures include utilizing AdaptHealth's purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth's digital platform for prescriptions, orders and delivery.
Key Components of Operating Results
Net Revenue. Net revenue is recorded for services that AdaptHealth provides to patients for home healthcare equipment, medical supplies to the home and related services. AdaptHealth' s primary service lines are (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from OSA, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors 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. Revenues are recorded either (x) at a point in time for the sale of supplies and disposables, or (y) over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), at amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering supply chain issues and inflationary pressures.
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Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities rental costs, revenue cycle management costs and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, transaction expenses and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Acquisitions
AdaptHealth accounts for its acquisitions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, and the operations of the acquired entities are included in the historical results of AdaptHealth for the periods following the closing of the acquisition. Refer to Note 3, Acquisitions, included in our consolidated financial statements for the year ended December 31, 2022 included in this Annual Report on Form 10-K for additional information regarding AdaptHealth’s acquisitions.
Debt
In August 2021, AdaptHealth issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (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. In January 2021, AdaptHealth issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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. In July 2020, AdaptHealth issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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. Refer to the section below, titled Liquidity and Capital Resources, for additional discussion related to AdaptHealth’s senior unsecured notes.
In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement with its existing bank group, which was subsequently amended in April 2021 (the “2021 Credit Agreement”). Refer to the section below, titled Liquidity and Capital Resources, for additional discussion related to the 2021 Credit Agreement.
In July 2020, AdaptHealth refinanced its then current debt borrowings and entered into a new credit agreement with a new bank group (the “2020 Credit Agreement”). The 2020 Credit Agreement consisted of a $250 million secured term loan (the “2020 Term Loan”) and $200 million in commitments for revolving credit loans. The amount borrowed under the 2020 Term Loan bore interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined in the 2020 Credit Agreement) for the applicable interest period, plus (b) an applicable margin ranging from 2.50% to 3.75% per annum based on the Consolidated Total Leverage Ratio (as defined in the 2020 Credit Agreement). Outstanding amounts borrowed under the 2020 Credit Agreement were repaid in full in connection with the January 2021 refinancing transaction discussed above.
In March 2019, AdaptHealth entered into a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, AdaptHealth issued a promissory note with a principal amount of $100 million (the "Promissory Note"). In November 2019, 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
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as the "New Promissory Note". In June 2021, AdaptHealth repaid $71.8 million of the outstanding principal balance under the New Promissory Note. In August 2021, AdaptHealth 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%.
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by the Company’s diabetes product line is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
Key Business Metrics
AdaptHealth focuses on net revenue, EBITDA, Adjusted EBITDA and Free Cash Flow as it reviews its performance. Total net revenue is comprised of net sales revenue and net revenue from fixed monthly equipment reimbursements, less implicit price concessions. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and disposables. Net revenue from fixed monthly equipment reimbursements consists of revenue
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recognized over the service period for equipment (including, but not limited to, CPAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment).
| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 192,335 | 27.2 | % | $ | 194,693 | 26.8 | % | $ | 198,206 | 26.2 | % | $ | 208,787 | 26.8 | % | $ | 794,021 | 26.7 | % | ||||||||||||||
| Diabetes | 151,359 | 21.4 | % | 162,259 | 22.3 | % | 169,075 | 22.3 | % | 188,295 | 24.1 | % | 670,988 | 22.6 | % | |||||||||||||||||||
| Supplies to the home | 39,865 | 5.6 | % | 43,881 | 6.0 | % | 47,793 | 6.3 | % | 47,787 | 6.1 | % | 179,326 | 6.0 | % | |||||||||||||||||||
| Respiratory | 8,145 | 1.2 | % | 7,891 | 1.1 | % | 9,734 | 1.3 | % | 8,572 | 1.1 | % | 34,342 | 1.2 | % | |||||||||||||||||||
| HME | 30,052 | 4.3 | % | 30,313 | 4.2 | % | 29,463 | 3.9 | % | 28,714 | 3.7 | % | 118,542 | 4.0 | % | |||||||||||||||||||
| Other | 54,199 | 7.7 | % | 53,617 | 7.3 | % | 58,252 | 7.7 | % | 52,393 | 6.7 | % | 218,461 | 7.4 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 475,955 | 67.4 | % | $ | 492,654 | 67.7 | % | $ | 512,523 | 67.7 | % | $ | 534,548 | 68.5 | % | $ | 2,015,680 | 67.9 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 57,938 | 8.2 | % | $ | 65,661 | 9.0 | % | $ | 72,423 | 9.6 | % | $ | 76,683 | 9.8 | % | $ | 272,705 | 9.2 | % | ||||||||||||||
| Diabetes | 3,946 | 0.6 | % | 4,034 | 0.6 | % | 4,211 | 0.6 | % | 3,912 | 0.5 | % | 16,103 | 0.5 | % | |||||||||||||||||||
| Respiratory | 132,580 | 18.8 | % | 128,865 | 17.7 | % | 130,618 | 17.3 | % | 128,634 | 16.5 | % | 520,697 | 17.5 | % | |||||||||||||||||||
| HME | 25,725 | 3.6 | % | 25,547 | 3.5 | % | 25,482 | 3.4 | % | 25,502 | 3.3 | % | 102,256 | 3.4 | % | |||||||||||||||||||
| Other | 10,059 | 1.4 | % | 10,853 | 1.5 | % | 11,238 | 1.4 | % | 11,004 | 1.4 | % | 43,154 | 1.5 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 230,248 | 32.6 | % | $ | 234,960 | 32.3 | % | $ | 243,972 | 32.3 | % | $ | 245,735 | 31.5 | % | $ | 954,915 | 32.1 | % | ||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 250,273 | 35.4 | % | $ | 260,354 | 35.8 | % | $ | 270,629 | 35.8 | % | $ | 285,470 | 36.6 | % | $ | 1,066,726 | 35.9 | % | ||||||||||||||
| Diabetes | 155,305 | 22.0 | % | 166,293 | 22.9 | % | 173,286 | 22.9 | % | 192,207 | 24.6 | % | 687,091 | 23.1 | % | |||||||||||||||||||
| Supplies to the home | 39,865 | 5.6 | % | 43,881 | 6.0 | % | 47,793 | 6.3 | % | 47,787 | 6.1 | % | 179,326 | 6.0 | % | |||||||||||||||||||
| Respiratory | 140,725 | 20.0 | % | 136,756 | 18.8 | % | 140,352 | 18.6 | % | 137,206 | 17.6 | % | 555,039 | 18.7 | % | |||||||||||||||||||
| HME | 55,777 | 7.9 | % | 55,860 | 7.7 | % | 54,945 | 7.3 | % | 54,216 | 7.0 | % | 220,798 | 7.4 | % | |||||||||||||||||||
| Other | 64,258 | 9.1 | % | 64,470 | 8.8 | % | 69,490 | 9.1 | % | 63,397 | 8.1 | % | 261,615 | 8.9 | % | |||||||||||||||||||
| Total Net revenue | $ | 706,203 | 100 | % | $ | 727,614 | 100 | % | $ | 756,495 | 100 | % | $ | 780,283 | 100 | % | $ | 2,970,595 | 100 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 128,682 | 26.7 | % | $ | 163,331 | 26.5 | % | $ | 173,359 | 26.5 | % | $ | 188,758 | 26.9 | % | $ | 654,130 | 26.6 | % | ||||||||||||||
| Diabetes | 95,017 | 19.7 | % | 123,314 | 20.0 | % | 134,228 | 20.5 | % | 175,523 | 25.0 | % | 528,082 | 21.5 | % | |||||||||||||||||||
| Supplies to the home | 41,363 | 8.6 | % | 42,675 | 6.9 | % | 42,441 | 6.5 | % | 41,351 | 5.9 | % | 167,830 | 6.8 | % | |||||||||||||||||||
| Respiratory | 5,621 | 1.2 | % | 13,154 | 2.1 | % | 6,228 | 1.0 | % | 6,013 | 0.9 | % | 31,016 | 1.3 | % | |||||||||||||||||||
| HME | 23,401 | 4.9 | % | 29,268 | 4.7 | % | 29,919 | 4.6 | % | 31,217 | 4.4 | % | 113,805 | 4.6 | % | |||||||||||||||||||
| Other | 23,181 | 4.7 | % | 28,855 | 4.7 | % | 45,996 | 7.1 | % | 46,511 | 6.6 | % | 144,543 | 6.0 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 317,265 | 65.8 | % | $ | 400,597 | 64.9 | % | $ | 432,171 | 66.2 | % | $ | 489,373 | 69.7 | % | $ | 1,639,406 | 66.8 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 48,109 | 10.0 | % | $ | 66,335 | 10.8 | % | $ | 62,755 | 9.6 | % | $ | 60,053 | 8.6 | % | $ | 237,252 | 9.7 | % | ||||||||||||||
| Diabetes | 2,853 | 0.6 | % | 3,216 | 0.5 | % | 3,722 | 0.6 | % | 3,332 | 0.5 | % | 13,123 | 0.5 | % | |||||||||||||||||||
| Respiratory | 83,454 | 17.3 | % | 111,528 | 18.1 | % | 117,918 | 18.0 | % | 114,370 | 16.3 | % | 427,270 | 17.4 | % | |||||||||||||||||||
| HME | 20,380 | 4.2 | % | 24,431 | 4.0 | % | 26,043 | 4.0 | % | 25,082 | 3.6 | % | 95,936 | 3.9 | % | |||||||||||||||||||
| Other | 10,058 | 2.1 | % | 10,910 | 1.7 | % | 10,684 | 1.6 | % | 9,896 | 1.3 | % | 41,548 | 1.7 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 164,854 | 34.2 | % | $ | 216,420 | 35.1 | % | $ | 221,122 | 33.8 | % | $ | 212,733 | 30.3 | % | $ | 815,129 | 33.2 | % | ||||||||||||||
| Total Net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 176,791 | 36.7 | % | $ | 229,666 | 37.3 | % | $ | 236,114 | 36.1 | % | $ | 248,811 | 35.5 | % | $ | 891,382 | 36.3 | % | ||||||||||||||
| Diabetes | 97,870 | 20.3 | % | 126,530 | 20.5 | % | 137,950 | 21.1 | % | 178,855 | 25.5 | % | 541,205 | 22.0 | % | |||||||||||||||||||
| Supplies to the home | 41,363 | 8.6 | % | 42,675 | 6.9 | % | 42,441 | 6.5 | % | 41,351 | 5.9 | % | 167,830 | 6.8 | % | |||||||||||||||||||
| Respiratory | 89,075 | 18.5 | % | 124,682 | 20.2 | % | 124,146 | 19.0 | % | 120,383 | 17.2 | % | 458,286 | 18.7 | % | |||||||||||||||||||
| HME | 43,781 | 9.1 | % | 53,699 | 8.7 | % | 55,962 | 8.6 | % | 56,299 | 8.0 | % | 209,741 | 8.5 | % | |||||||||||||||||||
| Other | 33,239 | 6.8 | % | 39,765 | 6.4 | % | 56,680 | 8.7 | % | 56,407 | 7.9 | % | 186,091 | 7.7 | % | |||||||||||||||||||
| Total Net revenue | $ | 482,119 | 100 | % | $ | 617,017 | 100 | % | $ | 653,293 | 100 | % | $ | 702,106 | 100 | % | $ | 2,454,535 | 100 | % |
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| Three Months Ended | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Revenue | March 31, 2020 | June 30, 2020 | September 30, 2020 | December 31, 2020 | ||||||||||||||||||||||||||||||
| (in thousands, except revenue percentage, "%") | $ | % | $ | % | $ | % | $ | % | Total $ | % | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||
| Net sales revenue - Point in time | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 68,894 | 36.0 | % | $ | 84,421 | 36.4 | % | $ | 74,655 | 26.2 | % | $ | 84,890 | 24.4 | % | $ | 312,860 | 29.6 | % | ||||||||||||||
| Diabetes | 5,307 | 2.8 | % | 6,372 | 2.7 | % | 52,887 | 18.6 | % | 94,924 | 27.2 | % | 159,490 | 15.1 | % | |||||||||||||||||||
| Supplies to the home | 28,032 | 14.6 | % | 27,868 | 12.0 | % | 44,579 | 15.7 | % | 45,145 | 13.0 | % | 145,624 | 13.8 | % | |||||||||||||||||||
| Respiratory | 2,768 | 1.4 | % | 18,114 | 7.8 | % | 5,152 | 1.8 | % | 2,571 | 0.7 | % | 28,605 | 2.7 | % | |||||||||||||||||||
| HME | 11,579 | 6.0 | % | 12,727 | 5.5 | % | 14,998 | 5.3 | % | 18,725 | 5.4 | % | 58,029 | 5.5 | % | |||||||||||||||||||
| Other | 12,393 | 6.6 | % | 11,463 | 4.9 | % | 14,869 | 5.2 | % | 15,964 | 4.6 | % | 54,689 | 5.2 | % | |||||||||||||||||||
| Total Net sales revenue | $ | 128,973 | 67.4 | % | $ | 160,965 | 69.3 | % | $ | 207,140 | 72.8 | % | $ | 262,219 | 75.3 | % | $ | 759,297 | 71.9 | % | ||||||||||||||
| Net revenue from fixed monthly equipment reimbursements | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 22,669 | 11.8 | % | $ | 22,644 | 9.8 | % | $ | 24,971 | 8.8 | % | $ | 28,077 | 8.1 | % | $ | 98,361 | 9.3 | % | ||||||||||||||
| Diabetes | — | — | % | — | — | % | 946 | 0.3 | % | 1,521 | 0.4 | % | 2,467 | 0.2 | % | |||||||||||||||||||
| Respiratory | 25,007 | 13.1 | % | 30,856 | 13.3 | % | 32,269 | 11.3 | % | 35,728 | 10.3 | % | 123,860 | 11.7 | % | |||||||||||||||||||
| HME | 12,177 | 6.4 | % | 13,262 | 5.7 | % | 14,256 | 5.0 | % | 16,152 | 4.6 | % | 55,847 | 5.3 | % | |||||||||||||||||||
| Other | 2,613 | 1.3 | % | 4,389 | 1.9 | % | 4,823 | 1.8 | % | 4,732 | 1.3 | % | 16,557 | 1.6 | % | |||||||||||||||||||
| Total Net revenue from fixed monthly equipment reimbursements | $ | 62,466 | 32.6 | % | $ | 71,151 | 30.7 | % | $ | 77,265 | 27.2 | % | $ | 86,210 | 24.7 | % | $ | 297,092 | 28.1 | % | ||||||||||||||
| Total Net revenue | ||||||||||||||||||||||||||||||||||
| Sleep | $ | 91,563 | 47.8 | % | $ | 107,065 | 46.2 | % | $ | 99,626 | 35.0 | % | $ | 112,967 | 32.5 | % | $ | 411,221 | 38.9 | % | ||||||||||||||
| Diabetes | 5,307 | 2.8 | % | 6,372 | 2.7 | % | 53,833 | 18.9 | % | 96,445 | 27.6 | % | 161,957 | 15.3 | % | |||||||||||||||||||
| Supplies to the home | 28,032 | 14.6 | % | 27,868 | 12.0 | % | 44,579 | 15.7 | % | 45,145 | 13.0 | % | 145,624 | 13.8 | % | |||||||||||||||||||
| Respiratory | 27,775 | 14.5 | % | 48,970 | 21.1 | % | 37,421 | 13.1 | % | 38,299 | 11.0 | % | 152,465 | 14.4 | % | |||||||||||||||||||
| HME | 23,756 | 12.4 | % | 25,989 | 11.2 | % | 29,254 | 10.3 | % | 34,877 | 10.0 | % | 113,876 | 10.8 | % | |||||||||||||||||||
| Other | 15,006 | 7.9 | 15,852 | 6.8 | % | 19,692 | 7.0 | % | 20,696 | 5.9 | % | 71,246 | 6.8 | % | ||||||||||||||||||||
| Total Net revenue | $ | 191,439 | 100 | % | $ | 232,116 | 100 | % | $ | 284,405 | 100 | % | $ | 348,429 | 100 | % | $ | 1,056,389 | 100 | % |
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Results of Operations
Comparison of Year Ended December 31, 2022 and Year Ended December 31, 2021.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2022 and 2021:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 2,970,595 | 100.0 | % | $ | 2,454,535 | 100.0 | % | $ | 516,060 | 21.0 | % | |||||||||
| Grant income | — | — | % | 10,595 | 0.4 | % | (10,595) | (100.0) | % | ||||||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue | 2,553,169 | 85.9 | % | 2,008,925 | 81.8 | % | 544,244 | 27.1 | % | ||||||||||||
| General and administrative expenses | 162,125 | 5.5 | % | 167,505 | 6.8 | % | (5,380) | (3.2) | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 64,890 | 2.2 | % | 63,095 | 2.6 | % | 1,795 | 2.8 | % | ||||||||||||
| Total costs and expenses | 2,780,184 | 93.6 | % | 2,239,525 | 91.2 | % | 540,659 | 24.1 | % | ||||||||||||
| Operating income | 190,411 | 6.4 | % | 225,605 | 8.8 | % | (35,194) | (15.6) | % | ||||||||||||
| Interest expense, net | 109,414 | 3.7 | % | 95,195 | 3.9 | % | 14,219 | 14.9 | % | ||||||||||||
| Change in fair value of warrant liability | (17,158) | (0.6) | % | (53,181) | (2.2) | % | 36,023 | (67.7) | % | ||||||||||||
| Change in fair value of contingent consideration common shares liability | — | — | % | (29,389) | (1.2) | % | 29,389 | (100.0) | % | ||||||||||||
| Loss on extinguishment of debt | — | — | % | 20,189 | 0.8 | % | (20,189) | (100.0) | % | ||||||||||||
| Other loss, net | 253 | — | % | 1,832 | 0.1 | % | (1,579) | (86.2) | % | ||||||||||||
| Income before income taxes | 97,902 | 3.3 | % | 190,959 | 7.4 | % | (93,057) | (48.7) | % | ||||||||||||
| Income tax expense | 24,769 | 0.8 | % | 32,806 | 1.3 | % | (8,037) | (24.5) | % | ||||||||||||
| Net income | 73,133 | 2.5 | % | 158,153 | 6.1 | % | (85,020) | (53.8) | % | ||||||||||||
| Income attributable to noncontrolling interests | 3,817 | 0.1 | % | 1,978 | 0.1 | % | 1,839 | 93.0 | % | ||||||||||||
| Net income attributable to AdaptHealth Corp. | $ | 69,316 | 2.4 | % | $ | 156,175 | 6.0 | % | $ | (86,859) | (55.6) | % |
Net Revenue. The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
| Variance 2022 vs. 2021 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands, except percentages) | $ | % | |||||
| (Unaudited) | |||||||
| Revenue change driver: | |||||||
| Increase from acquisitions | $ | 439,817 | 17.9 | % | |||
| Increase from non-acquired growth | 86,359 | 3.5 | % | ||||
| Decrease in business to business revenue | (10,116) | (0.4) | % | ||||
| Total change in net revenue | $ | 516,060 | 21.0 | % |
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Net revenue for the years ended December 31, 2022 and 2021 was $2,970.6 million and $2,454.5 million, respectively, an increase of $516.1 million or 21.0%. The increase in net revenue was primarily driven by acquisitions, which increased net revenue by $439.8 million, and an increase of $86.4 million related to non-acquired growth. Additionally, net revenue during the years ended December 31, 2022 and 2021 were negatively impacted by a recall of certain ventilator, BiPAP, and CPAP devices supplied to AdaptHealth by Philips Respironics ("Philips)". On June 14, 2021, AdaptHealth received notice from Philips that these devices would be included in a Philips voluntary recall due to potential health risks to patients. It was not possible to purchase these products from Philips, which led to shortages in the supply chain, and other suppliers were unable to meet the strong patient demand for these products, which materially affected AdaptHealth’s ability to service patient demand for these devices during the year ended December 31, 2021. During 2022, there was improved ability to purchase these products from alternative suppliers but continued shortages in the supply chain materially impacted AdaptHealth's ability to service patient demand for these devices.
For the year ended December 31, 2022, net sales revenue (recognized at a point in time) comprised 68% of total net revenue, compared to 67% of total net revenue for the year ended December 31, 2021. For the year ended December 31, 2022, net revenue from fixed monthly equipment reimbursements comprised 32% of total net revenue, compared to 33% of total net revenue for the year ended December 31, 2021.
Grant income. Grant income for the year ended December 31, 2021 related to the recognition of amounts received under the CARES Act provider relief funds. See Item 7. “Management's Discussion and Analysis of Financial Results and Operations – Impact of the COVID-19 Pandemic."
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2022 and 2021:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Costs of net revenue: | |||||||||||||||||||||
| Cost of products and supplies | $ | 1,199,481 | 40.4 | % | $ | 955,813 | 38.9 | % | $ | 243,668 | 25.5 | % | |||||||||
| Salaries, labor and benefits | 770,669 | 25.9 | % | 595,668 | 24.3 | % | 175,001 | 29.4 | % | ||||||||||||
| Patient equipment depreciation | 286,288 | 9.6 | % | 194,958 | 7.9 | % | 91,330 | 46.8 | % | ||||||||||||
| Rent and occupancy | 64,375 | 2.2 | % | 48,586 | 2.0 | % | 15,789 | 32.5 | % | ||||||||||||
| Other operating expenses | 225,719 | 7.6 | % | 206,599 | 8.4 | % | 19,120 | 9.3 | % | ||||||||||||
| Equity-based compensation | 6,637 | 0.2 | % | 7,301 | 0.3 | % | (664) | (9.1) | % | ||||||||||||
| Total cost of net revenue | $ | 2,553,169 | 85.9 | % | $ | 2,008,925 | 81.8 | % | $ | 544,244 | 27.1 | % |
Cost of net revenue for the years ended December 31, 2022 and 2021 was $2,553.2 million and $2,008.9 million, respectively, an increase of $544.2 million or 27.1%. Costs of products and supplies increased by $243.7 million primarily as a result of acquisition growth, increased product costs, increased sales revenue, and general inflationary cost increases. Salaries, labor and benefits increased by $175.0 million, primarily related to acquisition growth, increased headcount, higher wages and commissions, and workforce wage pressure driven by inflation. Patient equipment depreciation was 9.6% of net revenue in 2022 compared to 7.9% in 2021, primarily as a result of a change in product mix. The increase in rent and occupancy and other operating expenses is primarily related to acquisition growth and general inflationary cost increases. The increase in other operating expenses includes increased shipping costs, including fuel costs which have increased by $2.6 million in 2022 compared to 2021.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2022 and 2021 were $162.1 million and $167.5 million, respectively, a decrease of $5.4 million or 3.2%. This decrease is primarily due to lower transaction costs as there was less acquisition activity in 2022 compared to 2021, and lower equity-based compensation expense, offset by higher professional fees including legal, accounting, information-technology, and consulting expenses associated with systems implementation activities and post-implementation support services. General and administrative expenses as a percentage of net revenue was 5.5% in 2022, compared to 6.8% in 2021. General and administrative expenses in 2022 included $6.0 million of transaction costs, $15.8 million of equity-based compensation
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expense, and other non-recurring expenses of $19.7 million (including $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services and $7.4 million of legal fees associated with litigation). General and administrative expenses in 2021 included $47.9 million of transaction costs, $18.0 million of equity-based compensation expense, and other non-recurring expenses of $2.4 million. Excluding the impact of these charges, general and administrative expenses as a percentage of net revenue was 4.1% and 4.0% in 2022 and 2021, respectively.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2022 and 2021 was $64.9 million and $63.1 million, respectively, an increase of $1.8 million. The increase was primarily related to higher depreciation expense associated with fixed assets excluding patient equipment, offset by lower amortization of intangible assets, primarily relating to a contractual rental agreement intangible asset recognized in connection with the AeroCare acquisition that became fully amortized at the end of 2021.
Interest Expense, net. Interest expense, net for the years ended December 31, 2022 and 2021 was $109.4 million and $95.2 million, respectively. Interest expense related to long-term debt was higher in 2022 compared to 2021 as a result of higher average long-term debt borrowings outstanding during that period and higher interest rates. Interest expense relating to AdaptHealth's credit agreement and senior unsecured notes increased by $8.0 million and $19.8 million, respectively, in 2022 compared to 2021. These increases were offset by $9.5 million of interest expense on AdaptHealth's note payable in 2021 which did not exist in 2022. Such borrowings were primarily used to fund acquisitions.
Change in Fair Value of Warrant Liability. AdaptHealth has outstanding warrants to purchase shares of Common Stock, as discussed in Note 11, Stockholders' Equity – Warrants, to the accompanying December 31, 2022 consolidated financial statements. These warrants are liability-classified, and the change in fair value of the warrant liability represents a non-cash gain in 2022 and 2021 for the change in the estimated fair value of such liability during the respective periods.
Change in Fair Value of Contingent Consideration Common Shares Liability. In connection with the Business Combination, certain former owners of AdaptHealth Holdings were entitled to contingent consideration common shares, as discussed in Note 11, Stockholders' Equity – Contingent Consideration Common Shares, to the accompanying December 31, 2022 consolidated financial statements. These shares were liability-classified during 2021 and the change in fair value of the contingent consideration common shares liability represents a non-cash gain for the change in the estimated fair value of such liability during the period. At December 31, 2021,the liability relating to the unearned contingent consideration common shares as of that date was reclassified to stockholders' equity. Since the fair value of these shares was reclassified to stockholders’ equity on December 31, 2021, these shares were no longer liability classified as of such date and therefore the changes in the estimated fair value of such shares were not recognized in the AdaptHealth’s consolidated statements of operations during 2022.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for the year ended December 31, 2021 consisted of $16.2 million of debt prepayment penalties and $2.0 million for the write-off of unamortized deferred financing costs in connection with the early repayment of AdaptHealth’s note payable, and $2.0 million for the write-off of unamortized deferred financing costs in connection with AdaptHealth refinancing its credit facility in 2021.
Other loss, net. Other loss, net for the year ended December 31, 2022 consisted of $3.2 million of expenses associated with legal settlements, $2.2 million of increases in the fair value of contingent consideration liabilities related to acquisitions, and $0.2 million of other charges, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability and $2.4 million in gains from asset sales. Other loss, net for the year ended December 31, 2021 consisted of $3.9 million of expenses associated with legal settlements, offset by a $1.9 million gain in connection with the consolidation of an equity method investment and $0.2 million of other income.
Income Tax Expense. Income tax expense for the year ended December 31, 2022 was $24.8 million compared to income tax expense of $32.8 million for the year ended December 31, 2021. The decrease in income tax expense was due to lower pre-tax income offset by deferred only expense resulting from a decrease in estimated state effective tax rates.
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Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2021 and 2020:
| (in thousands, except percentages) | Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | |||||||||||||||||
| Dollars | Percentage | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Net revenue | $ | 2,454,535 | 100.0 | % | $ | 1,056,389 | 100.0 | % | $ | 1,398,146 | 132.4 | % | |||||||||
| Grant income | 10,595 | 0.4 | % | 14,277 | 1.4 | % | (3,682) | NM | |||||||||||||
| Costs and expenses: | |||||||||||||||||||||
| Cost of net revenue | 2,008,925 | 81.8 | % | 898,601 | 85.1 | % | 1,110,324 | 123.6 | % | ||||||||||||
| General and administrative expenses | 167,505 | 6.8 | % | 89,346 | 8.5 | % | 78,159 | 87.5 | % | ||||||||||||
| Depreciation and amortization, excluding patient equipment depreciation | 63,095 | 2.6 | % | 11,373 | 1.1 | % | 51,722 | 454.8 | % | ||||||||||||
| Total costs and expenses | 2,239,525 | 91.2 | % | 999,320 | 94.6 | % | 1,240,205 | 124.1 | % | ||||||||||||
| Operating income | 225,605 | 9.2 | % | 71,346 | 6.8 | % | 154,259 | 216.2 | % | ||||||||||||
| Interest expense, net | 95,195 | 3.9 | % | 41,430 | 3.9 | % | 53,765 | 129.8 | % | ||||||||||||
| Change in fair value of warrant liability | (53,181) | (2.2) | % | 135,368 | 12.8 | % | (188,549) | NM | |||||||||||||
| Change in fair value of contingent consideration common shares liability | (29,389) | (1.2) | % | 98,717 | 9.3 | % | (128,106) | NM | |||||||||||||
| Loss on extinguishment of debt | 20,189 | 0.8 | % | 5,316 | 0.5 | % | 14,873 | NM | |||||||||||||
| Other loss (income), net | 1,832 | 0.1 | % | (3,444) | (0.3) | % | 5,276 | NM | |||||||||||||
| Income (loss) before income taxes | 190,959 | 7.8 | % | (206,041) | (19.5) | % | 397,000 | (192.7) | % | ||||||||||||
| Income tax expense (benefit) | 32,806 | 1.3 | % | (11,955) | (1.1) | % | 44,761 | NM | |||||||||||||
| Net income | 158,153 | 6.4 | % | (194,086) | (18.4) | % | 352,239 | (181.5) | % | ||||||||||||
| Income (loss) attributable to noncontrolling interests | 1,978 | 0.1 | % | (32,454) | (3.1) | % | 34,432 | NM | |||||||||||||
| Net income (loss) attributable to AdaptHealth Corp. | $ | 156,175 | 6.4 | % | $ | (161,632) | (15.3) | % | $ | 317,807 | (196.6) | % |
Net Revenue. Net revenue for the years ended December 31, 2021 and 2020 was $2,454.5 million and $1,056.4 million, respectively, an increase of $1,398.1 million or 132.4%. Net revenue for 2021 and 2020 included $10.5 million and $36.5 million, respectively, from referral partners and healthcare facilities in support of their urgent needs as the coronavirus pandemic led to an increased demand for respiratory equipment including ventilators and oxygen concentrators. Excluding this revenue, net revenue was $2,444.0 million and $1,019.9 million for the years ended December 31, 2021 and 2020, respectively, an increase of $1,424.1 million. The increase in net revenue was driven primarily by acquisitions completed after January 1, 2020, which increased net revenue by $1,443.0 million, primarily from the acquisition of AeroCare. This increase in net revenue was partially offset by planned declines in revenue from the Company’s Patient Care Solutions (PCS) supplies business (which was acquired in January 2020) in connection with the Company’s turnaround efforts of that business executed subsequent to the acquisition. These turnaround efforts at PCS reduced net revenues for the 2021 period compared to the 2020 period as a result of the Company’s exit from poor
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performing payor contracts and products, which resulted in improved profitability for PCS. Net revenue generated by PCS for the years ended December 31, 2021 and 2020 was $110.5 million and $130.2 million, respectively. Additionally, net revenue during the year ended December 31, 2021 was impacted by a recall of certain ventilator, BiPAP, and CPAP devices supplied to AdaptHealth by Philips Respironics (Philips). On June 14, 2021, AdaptHealth received notice from Philips that these devices would be included in a Philips voluntary recall due to potential health risks to patients. Management estimates that the Philips recall reduced expected net revenue for the year ended December 31, 2021 by approximately $40 million to $45 million, with such impact primarily affecting net revenue in the fourth quarter.
For the year ended December 31, 2021, net sales revenue (recognized at a point in time) comprised 67% of total net revenue, compared to 72% of total net revenue for the year ended December 31, 2020. For the year ended December 31, 2021, net revenue from fixed monthly equipment reimbursements comprised 33% of total net revenue, compared to 28% of total net revenue for the year ended December 31, 2020. These changes are primarily due to a change in product mix, primarily from the acquisition of AeroCare.
Grant income. Grant income for the years ended December 31, 2021 and 2020 related to the recognition of amounts received under the CARES Act provider relief funds.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2021 and 2020:
| (in thousands, except percentages) | Year Ended December 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||||||
| Dollars | Revenue Percentage | Dollars | Revenue Percentage | Increase/(Decrease) | ||||||||||||||
| Dollars | Percentage | |||||||||||||||||
| (Unaudited) | ||||||||||||||||||
| Costs of net revenue: | ||||||||||||||||||
| Cost of products and supplies | $ | 955,813 | 38.9% | $ | 441,931 | 41.8% | $ | 513,882 | 116.3% | |||||||||
| Salaries, labor and benefits | 595,668 | 24.3% | 257,898 | 24.4% | 337,770 | 131.0% | ||||||||||||
| Patient equipment depreciation | 194,958 | 7.9% | 71,072 | 6.7% | 123,886 | 174.3% | ||||||||||||
| Rent and occupancy | 48,586 | 2.0% | 22,344 | 2.1% | 26,242 | 117.4% | ||||||||||||
| Other operating expenses | 206,599 | 8.4% | 97,511 | 9.3% | 109,088 | 111.9% | ||||||||||||
| Equity-based compensation | 7,301 | 0.3% | 7,845 | 0.8% | (544) | (6.9)% | ||||||||||||
| Total cost of net revenue | $ | 2,008,925 | 81.8% | $ | 898,601 | 85.1% | $ | 1,110,324 | 123.6% |
Cost of net revenue for the years ended December 31, 2021 and 2020 was $2,008.9 million and $898.6 million, respectively, an increase of $1,110.3 million or123.6%, which is primarily related to acquisition growth. Costs of products and supplies increased by $513.9 million primarily as a result of acquisition growth, primarily from the acquisition of AeroCare, and increased net sales revenue. Salaries, labor and benefits increased by $337.8 million, primarily related to acquisition growth and increased headcount, primarily from the acquisition of AeroCare. The increase in rent and occupancy and other operating expenses is related to acquisition growth.
Cost of net revenue was 81.8% of net revenue for the year ended December 31, 2021 compared to 85.1% for the year ended December 31, 2020. The cost of products and supplies was 38.9% of net revenue in 2021 compared to 41.8% in 2020, primarily driven by increased scale and reduced vendor pricing. Salaries, labor and benefits was 24.3% of net revenue in 2021 compared to 24.4% in 2020. Patient equipment depreciation was 7.9% of net revenue in 2021 compared to 6.7% in 2020, primarily as a result of a change in product mix as net revenue from fixed monthly equipment reimbursements as a percentage of total net revenue was higher in 2021 compared to 2020, primarily from the acquisition of AeroCare.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2021 and 2020 were $167.5 million and $89.3 million, respectively, an increase of $78.2 million or 87.5%. This increase is primarily due to (1) increased transaction costs related to acquisition growth, primarily from the acquisition of AeroCare, (2) higher professional fees including legal, accounting and consulting, including costs for Sarbanes Oxley compliance, (3)
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higher labor costs associated with increased headcount, (4) higher equity-based compensation expense as a result of overall increased equity-based compensation grant activity and the accelerated vesting of certain awards, including $2.4 million in connection with the acceleration of vesting of certain equity awards in connection with the separation of the Company’s former Co-CEO, and (5) higher information technology-related expenses. General and administrative expenses as a percentage of net revenue was 6.8% in 2021, compared to 8.5% in 2020. General and administrative expenses in 2021 included $47.9 million of transaction costs, $18.0 million of equity-based compensation expense, and other non-recurring expenses of $2.4 million. General and administrative expenses in 2020 included $25.4 million of transaction costs, $10.8 million of equity-based compensation expense, and other non-recurring expenses of $1.1 million. Excluding the impact of these charges, general and administrative expenses as a percentage of net revenue was 4.0% and 4.9% in 2021 and 2020, respectively.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2021 and 2020 was $63.1 million and $11.4 million, respectively, an increase of $51.7 million. The increase was primarily related to amortization expense of $46.5 million related to identifiable intangible assets recognized during 2021, primarily as a result of the acquisition of AeroCare, as compared to $6.0 million recognized during 2020.
Interest Expense, net. Interest expense, net for the years ended December 31, 2021 and 2020 was $95.2 million and $41.4 million, respectively. Interest expense related to long-term debt was higher in 2021 compared to 2020 as a result of higher long-term debt borrowings outstanding during that period. Such borrowings were primarily used to fund acquisitions.
Change in Fair Value of Warrant Liability. AdaptHealth has outstanding warrants to purchase shares of Common Stock. These warrants are liability-classified, and the change in fair value of the warrant liability represents a non-cash gain in 2021 and a non-cash charge in 2020 for the change in the estimated fair value of such liability during the respective periods.
Change in Fair Value of Contingent Consideration Common Shares Liability. In connection with the Business Combination, certain former owners of AdaptHealth Holdings were entitled to contingent consideration common shares. These shares were liability-classified through December 31, 2021, and the change in fair value of the contingent consideration common shares liability represents a non-cash gain in 2021 and a non-cash charge in 2020 for the change in the estimated fair value of such liability during the respective periods.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for the year ended December 31, 2021 consisted of $16.2 million of debt prepayment penalties and $2.0 million for the write-off of unamortized deferred financing costs in connection with the early repayment of AdaptHealth’s note payable, and $2.0 million for the write-off of unamortized deferred financing costs in connection with AdaptHealth refinancing its credit facility in 2021. Loss on extinguishment of debt for the year ended December 31, 2020 consisted of the write-off of unamortized deferred financing costs in connection with AdaptHealth refinancing its credit facility in July 2020.
Other (Income) Loss, net. Other loss, net for the year ended December 31, 2021 consisted of $3.9 million of expenses associated with legal settlements and $1.9 million of other charges, offset by $0.9 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions, $0.7 million of equity income related to equity method investments, a gain of $0.5 million for the receipt of earnout proceeds in connection with an investment that was sold in 2020, and a $1.9 million gain in connection with the consolidation of an equity method investment. Other income, net for the year ended December 31, 2020 consisted of $4.2 million in net reductions in the fair value of contingent consideration liabilities related to acquisitions, a gain of $0.6 million related to the sale of an investment, $0.1 million of equity income related to equity method investments, offset by a $1.5 million expense related to a transition services agreement executed in connection with an acquisition completed in 2020.
Income Tax Expense (Benefit). Income tax expense for the year ended December 31, 2021 was $32.8 million compared to an income tax benefit of $12.0 million for the year ended December 31, 2020. The increase in income tax expense was primarily related to increased pre-tax income and AdaptHealth Holding’s change in U.S. federal income tax classification as a result of a tax restructuring completed in 2021.
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EBITDA and Adjusted EBITDA
AdaptHealth uses EBITDA and Adjusted EBITDA, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.
AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, change in fair value of the warrant liability, change in fair value of the contingent consideration common shares liability, and certain other non-recurring items of expense or income.
AdaptHealth believes Adjusted EBITDA is useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth uses this metric as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
EBITDA and Adjusted EBITDA should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
The following unaudited table presents the reconciliation of net income (loss) attributable to AdaptHealth Corp., to EBITDA and Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | ||||||||
| (Unaudited) | |||||||||||
| Net income (loss) attributable to AdaptHealth Corp. | $ | 69,316 | $ | 156,175 | $ | (161,632) | |||||
| Income (loss) attributable to noncontrolling interests | 3,817 | 1,978 | (32,454) | ||||||||
| Interest expense excluding change in fair value of interest rate swaps | 109,414 | 95,195 | 41,430 | ||||||||
| Income tax expense (benefit) | 24,769 | 32,806 | (11,955) | ||||||||
| Depreciation and amortization, including patient equipment depreciation | 351,178 | 258,053 | 82,445 | ||||||||
| EBITDA | 558,494 | 544,207 | (82,166) | ||||||||
| Loss on extinguishment of debt (a) | — | 20,189 | 5,316 | ||||||||
| Equity-based compensation expense (b) | 22,397 | 25,323 | 18,670 | ||||||||
| Transaction costs (c) | 6,003 | 49,081 | 26,573 | ||||||||
| Change in fair value of warrant liability (d) | (17,158) | (53,181) | 135,368 | ||||||||
| Change in fair value of contingent consideration common shares liability (e) | — | (29,389) | 98,717 | ||||||||
| Other non-recurring expense (income) (f) | 24,034 | 9,688 | 3,141 | ||||||||
| Adjusted EBITDA | $ | 593,770 | $ | 565,918 | $ | 205,619 |
(a)Represents the write-off of unamortized deferred financing costs and other expenses related to refinancing of debt and prepayment penalties for early debt payoff.
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(b)Represents equity-based compensation expense for awards granted to employees and non-employee directors. The higher expense in 2021 is primarily due to expense resulting from accelerated vesting of certain awards, including accelerated vesting of certain awards in connection with the separation of the Company’s former Co-CEO.
(c)Represents transaction costs and expenses related to integration efforts related to acquisitions.
(d)Represents a non-cash gain or charge for the change in the estimated fair value of the warrant liability. Refer to Note 11, Stockholders’ Equity – Warrants, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2022 for additional discussion of such non-cash gain or charge.
(e)Represents a non-cash gain or charge for the change in the estimated fair value of the contingent consideration common shares liability. Refer to Note 11, Stockholders’ Equity – Contingent Consideration Common Shares, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2022 for additional discussion of such non-cash gain or charge.
(f)The 2022 period consists of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services, $10.5 million of expenses associated with litigation, a $0.8 million loss related to the write-off of an investment, and $3.9 million of net other non-recurring expenses, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability. The 2021 period includes $2.1 million of expenses related to legal and other costs associated with the separation of the Company’s former Co-CEO, $3.9 million of expenses associated with litigation, claims and settlements, $1.9 million of expenses associated with lease terminations, and $4.6 million of net other non-recurring expenses, offset by a $1.9 million gain in connection with the consolidation of an equity method investment, and $0.9 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions. The 2020 period includes a $1.5 million expense related to a transition services agreement executed in connection with an acquisition completed in 2020 and $5.8 million of net other non-recurring expenses, offset by $4.2 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions.
Free Cash Flow
AdaptHealth uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate AdaptHealth's competitors and to measure the ability of companies to service their debt. AdaptHealth's presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to AdaptHealth to fund its cash needs, including investing in the growth of its business and meeting its obligations.
AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets. For further discussion on free cash flow, including a reconciliation from cash flows provided by operating activities, refer to Liquidity and Capital Resources - Free Cash Flow below.
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements, and proceeds from equity issuances. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of capital expenditures including patient equipment, product and supply costs, salaries, labor, benefits and other employee-related costs, third-party customer service, billing and collections and logistics costs, acquisitions and debt service, and to fund share repurchases. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash, cash equivalents, and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
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AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, economic conditions may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition would be materially adversely affected.
As of December 31, 2022, AdaptHealth had approximately $46.3 million of cash and cash equivalents. In April 2020, AdaptHealth received distributions of the CARES Act PRF of $17.2 million, and subsequent to April 2020, AdaptHealth completed several acquisitions in which the acquired companies received a total of $22.2 million of PRF payments prior to the applicable dates of acquisition. In connection with the accounting for these acquisitions, AdaptHealth recorded assumed liabilities of $7.7 million relating to the PRF payments received by the acquired companies. The PRF payments are targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers were required to agree to certain terms and conditions, including, among other things, that the funds would be used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services ("HHS"). All recipients of PRF payments were required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. As of December 31, 2021, AdaptHealth recognized all of the PRF payments it had received, and the liabilities assumed for PRF payments received from acquired companies, as grant income, as it was determined that AdaptHealth has complied with the terms and conditions associated with the grant. As such, there is no liability recorded in AdaptHealth's consolidated balance sheet relating to the PRF payments as of December 31, 2022 and 2021.
HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect AdaptHealth’s ability to comply and AdaptHealth could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to AdaptHealth. AdaptHealth is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS.
Also, as permitted under the CARES Act, AdaptHealth elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021. In total, AdaptHealth deferred $8.6 million under this provision, and paid $4.3 million on January 4, 2022 and $4.3 million on December 14, 2022. There are no further amounts due under this provision as of December 31, 2022.
At December 31, 2022, AdaptHealth had $765.0 million outstanding under its existing credit facility. In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement, which was subsequently amended in April 2021 (the “2021 Credit Agreement”). The 2021 Credit Agreement consists of a $800 million term loan (the “2021 Term Loan”) and $450 million in commitments for revolving credit loans with a $55 million letter of credit sublimit (the “2021 Revolver”), both with maturities in January 2026. The borrowing under the 2021 Term Loan requires quarterly principal repayments of $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. 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. As of December 31, 2022, there were no outstanding borrowings under the 2021 Revolver. As of the date of this filing, there was $25.0 million of outstanding borrowings under the 2021 Revolver. 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 actual daily undrawn portion of the 2021 Revolver based on the Consolidated Senior Secured Leverage Ratio.
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Under the 2021 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. 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. AdaptHealth was in compliance with all debt covenants as of December 31, 2022.
In August 2021, AdaptHealth LLC issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (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 AdaptHealth’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. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In January 2021, AdaptHealth LLC issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (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 AdaptHealth’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%, and (iii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In July 2020, AdaptHealth LLC issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (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 AdaptHealth’s option, in whole or in part, at any time on or after August 1, 2023, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2023 is 103.063%, (ii) August 1, 2024 is 102.042%, (iii) August 1, 2025 is 101.021% and (iv) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth may also redeem some or all of the 6.125% Senior Notes before August 1, 2023 at a redemption price of 100% of the principal amount of the 6.125% Senior Notes, plus a “make-whole” premium, together with accrued and unpaid interest. In addition, AdaptHealth may redeem up to 40% of the original aggregate principal amount of the 6.125% Senior Notes before August 1, 2023 with the proceeds from certain equity offerings at a redemption price equal to 106.125% of the principal amount of the 6.125% Senior Notes, together with accrued and unpaid interest. Furthermore, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
As of December 31, 2022 and 2021, AdaptHealth had working capital of $129.1 million and $170.2 million, respectively. A significant portion of AdaptHealth’s assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
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Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | ||||||
| (Unaudited) | |||||||||
| Net cash provided by operating activities | $ | 373,867 | $ | 275,679 | $ | 195,634 | |||
| Net cash used in investing activities | (411,171) | (1,824,753) | (815,703) | ||||||
| Net cash (used in) provided by financing activities | (66,051) | 1,598,739 | 643,153 | ||||||
| Net (decrease) increase in cash and cash equivalents | (103,355) | 49,665 | 23,084 | ||||||
| Cash and cash equivalents at beginning of period | 149,627 | 99,962 | 76,878 | ||||||
| Cash and cash equivalents at end of period | $ | 46,272 | $ | 149,627 | $ | 99,962 |
Net cash provided by operating activities for the years ended December 31, 2022 and 2021 was $373.9 million and $275.7 million, respectively, an increase of $98.2 million. The increase was the result of (1) a $85.0 million reduction in net income, (2) a net increase of $139.4 million in non-cash charges, primarily from depreciation and amortization, the change in the estimated fair value of the warrant liability and contingent consideration common shares liability, equity-based compensation expense, and loss on extinguishment of debt, (3) an increase of $1.5 million in payments for contingent consideration related to acquisitions, and (4) a net $45.3 million increase resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash provided by operating activities for the years ended December 31, 2021 and 2020 was $275.7 million and $195.6 million, respectively, an increase of $80.1 million. The increase was the result of (1) a $352.2 million improvement in net income, (2) a net decrease of $85.4 million in non-cash charges, primarily from the change in the estimated fair value of the contingent consideration common shares liability and warrant liability, amortization, equity-based compensation expense, write-off of deferred financing costs, loss on extinguishment of debt, non-cash reduction in the carrying amount of operating lease right-of-use assets and changes in fair value of contingent consideration, (3) a $43.5 million change in deferred income taxes, (4) a net $139.2 million decrease resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses (excluding the impact of cash received in the 2020 period in connection with the CARES Act discussed below), and (5) a decrease of $28.0 million in operating lease obligations, which was offset by the receipt of $45.8 million of recoupable advanced payments from CMS and the receipt of $17.2 million of provider relief fund payments in connection with the CARES Act in 2020.
Net cash used in investing activities for the years ended December 31, 2022, 2021 and 2020 was $411.2 million, $1,824.8 million and $815.7 million, respectively. The use of funds in 2022 consisted of $19.0 million for business acquisitions, $391.4 million for equipment and other fixed asset purchases and $0.7 million for other investments. The use of funds in 2021 consisted of $1,620.3 million for business acquisitions, primarily for the AeroCare acquisition, $203.3 million for equipment and other fixed asset purchases and $1.1 million for other investments. The use of funds in 2020 consisted of $769.3 million for business acquisitions, primarily for the Solara, ActivStyle, Advanced and Pinnacle acquisitions, $39.8 million for equipment and other fixed asset purchases, $8.7 million for other investments, offset by $2.0 million of cash proceeds from the sale of an investment.
Net cash used in financing activities for 2022 was $66.1 million and consisted of repayments of $36.2 million on long-term debt and finance lease obligations, payments of $14.5 million for contingent consideration and deferred purchase price related to acquisitions, payments of $14.0 million for common stock repurchases under a share repurchase program, a payment of $2.0 million for a distribution to noncontrolling interests, and payments of $3.5 million for tax withholdings associated with equity-based compensation activity and stock option exercises, offset by proceeds of $1.6 million in connection with the employee stock purchase plan and proceeds of $2.5 million relating to stock option exercises.
Net cash provided by financing activities for 2021 was $1,598.7 million and consisted of proceeds of $1,165.0 million from borrowings on long-term debt and lines of credit, proceeds of $1,100.0 million from the issuance of senior unsecured notes, proceeds of $278.9 million from the issuance of shares of Common Stock in connection with a public underwritten offering, proceeds of $12.3 million from the exercise of stock options, and proceeds of $1.0 million in connection with the employee stock purchase plan, offset by total repayments of $869.4 million on long-term debt and
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finance lease obligations, payments of $13.8 million for equity issuance costs, payments of $29.2 million for debt issuance costs, payments of $25.2 million for contingent consideration and deferred purchase price related to acquisitions, payments of $16.1 million for debt prepayment penalties, payments of $1.1 million for distributions to noncontrolling interests, and payments of $3.6 million relating to tax withholdings associated with equity-based compensation activity and stock option exercises.
Net cash provided by financing activities for 2020 was $643.2 million and consisted of proceeds of $591.3 million from borrowings on long-term debt and lines of credit, proceeds of $350.0 million from the issuance of senior unsecured notes, proceeds of $225.0 million from the sale of shares of Class A Common Stock and Preferred Stock in connection with private placement transactions, proceeds of $142.6 million from the issuance of shares of Class A Common Stock in connection with a public underwritten offering, proceeds of $24.5 million from the exercise of warrants, and proceeds of $0.1 million in connection with the employee stock purchase plan, offset by total repayments of $586.5 million on long-term debt and capital lease obligations, payments of $11.7 million for equity issuance costs, payments of $13.0 million for debt issuance costs, payments of $44.3 million in connection with the exchange of shares of Class B Common Stock for cash, payment of $29.9 million in connection with the Put/Call Agreement, distributions to noncontrolling interests of $0.8 million, payments of $4.0 million for contingent consideration and deferred purchase price related to acquisitions, and payments of $0.1 million relating to tax withholdings associated with equity-based compensation activity.
Free Cash Flow
The following table reconciles net cash provided by operating activities to free cash flow, which is a non-GAAP measure, for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2020 | ||||||||
| (Unaudited) | |||||||||||
| Net cash provided by operating activities | $ | 373,867 | $ | 275,679 | $ | 195,634 | |||||
| Purchases of equipment and other fixed assets | (391,423) | (203,308) | (39,755) | ||||||||
| Free cash flow | $ | (17,556) | $ | 72,371 | $ | 155,879 |
Free cash flow was negative $17.6 million for the year ended December 31, 2022, compared to positive $72.4 million and $155.9 million for the years ended December 31, 2021 and 2020, respectively. The reduction in free cash flow was primarily due to higher net cash provided by operating activities due to an increase in the source of cash for improved results from operations, offset by an increase in, and timing of, purchases of patient medical equipment for operating requirements.
Critical Accounting Policies and Critical Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical accounting policies and critical estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies and critical estimates in relation to its consolidated financial statements include those related to revenue recognition, accounts receivable, and valuation of goodwill and long-lived assets.
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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), durable medical equipment and related supplies (including wheelchairs, hospital beds and infusion pumps), diabetic medical devices and supplies (including continuous glucose monitors (CGM) and insulin pumps), and other HME products and supplies are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer medical devices and supplies and upon delivery to the home for durable medical equipment.
The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or select the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability.
The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial insurance payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments.
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
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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.
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. Goodwill is not amortized and is assessed for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value and judgment about impairment triggering events. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future.
Long-Lived Assets
The Company’s long-lived assets, such as equipment and other fixed assets and definite-lived identifiable intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Definite-lived identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are assessed for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired:
| Tradenames | 5 to 10 years |
|---|---|
| Payor contracts | 10 years |
| Contractual rental agreements | 2 years |
| Developed technology | 5 years |
Recent Accounting Pronouncements
Recently issued accounting pronouncements that may be relevant to the Company’s operations but have not yet been adopted are outlined in Note 2, Summary of Significant Accounting Policies - (cc) Recently Issued Accounting Pronouncements, to its consolidated financial statements included in this report.
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
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for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews its accruals at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations and proceedings. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial conditions or results of operations. However, the Company’s assessment may be affected by limited information. Accordingly, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible.
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 had a five-year term which expired 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 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 final report under the CIA for the period ended March 31, 2022. On January 12, 2023, the OIG notified PPS that its report for the period ended March 31, 2022 had been accepted and PPS had satisfied its obligations under the CIA as of such date. As a result, the OIG also advised PPS that it had complied with its obligations under the CIA and therefore the term of the CIA had concluded.
On July 25, 2017, AdaptHealth Holdings LLC, a Delaware limited liability company (“AdaptHealth Holdings”), 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. AdaptHealth Holdings 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 AdaptHealth Holdings that identified overpayments and underpayments for ventilator billings related to the payor, and a remittance was sent to reconcile that account. On October 3, 2019, the Company received a follow-up civil investigative demand from the EDPA regarding a document previously produced to the EDPA and patients included in the review by the independent third party. The Company has responded to the EDPA and supplemented its production as requested with any relevant documents in the Company’s possession. During subsequent communications, the EDPA indicated to the Company that the investigation remained ongoing. The EDPA also requested additional information regarding certain patient services and claims refunds processed by the Company in 2017. The Company produced this information in coordination with the EDPA. The EDPA has also raised questions regarding other aspects of ventilator billing. While the Company cannot provide any assurance as to whether the EDPA will seek additional information or pursue this matter further, it does not believe that the investigation will have a material adverse effect on the Company.
In March 2019, prior to its acquisition by the Company, AeroCare was served with a civil investigative demand (CID) issued by the United States Attorney for the Western District of Kentucky ("WDKY"). The CID seeks to investigate allegations that AeroCare improperly billed, or caused others to improperly bill, for oxygen tank contents that were not delivered to beneficiaries. The WDKY has requested documents related to such oxygen tank content billing as well as other categories of information. AeroCare has cooperated with the WDKY and has produced documents and provided explanations of its billing practices. In September 2020, the WDKY indicated the investigation includes alleged violations of the federal False Claims Act and as well as alleged violations of state Medicaid false claims acts in ten states. AeroCare has cooperated fully with the investigation and has indicated to the WDKY that concerns raised do not accurately identify Medicare coverage criteria and that state Medicaid coverage requirements generally do not provide for separate reimbursement for portable gaseous oxygen contents in the circumstances at issue. While the Company cannot provide any assurance as to whether the WDKY will seek additional information or pursue this matter further, it does not believe that the investigation will have a material adverse effect on the Company.
On 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
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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 July 15, 2022, the court entered a scheduling order providing for, inter alia, a schedule for completing class certification discovery, as well as setting a briefing schedule for motions for class certification. Pursuant to the scheduling order, Lead Plaintiffs filed their motion for class certification on July 28, 2022. On December 12, 2022, the court entered an amended scheduling order with respect to class certification discovery and remaining briefing on Lead Plaintiffs’ motion for class certification. Pursuant to the amended scheduling order, the defendants’ opposition to Lead Plaintiffs’ motion for class certification is due to be filed on March 30, 2023; and Lead Plaintiffs’ reply is due to be filed on May 22, 2023.
The Company intends to vigorously defend against the allegations contained in the Consolidated Complaint, but there can be no assurance that the defense will be successful.
On December 6, 2021, a putative shareholder of the Company, Carol Hessler, filed a shareholder derivative complaint against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (the “Derivative Complaint”). The Derivative Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by allegedly causing or allowing misrepresentations and/or omissions regarding the Company’s organic growth and the Company’s former Co-CEO’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 a subsidiary of the Company, pursuant to the False Claims Act, 31 U.S.C. § 3733 ("FCA") surrounding whether the subsidiary submitted false claims in violation of the FCA related to its 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.
FY 2021 10-K MD&A
SEC filing source: 0001558370-22-002603.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.’s (“AdaptHealth” or the “Company”) consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, “Risk Factors”, of this Annual Report on Form 10-K.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment (“HME”), medical supplies, and related services. The Company 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 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. The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of December 31, 2021, AdaptHealth serviced approximately 3.8 million patients annually in all 50 states through its network of 757 locations in 47 states. The Company’s principal executive offices are located at 220 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania 19462.
Impact of the COVID-19 Pandemic
The COVID-19 pandemic has impacted AdaptHealth’s business, as well as its patients, communities, and employees. AdaptHealth’s priorities during the COVID-19 pandemic remain protecting the health and safety of its employees (including patient-facing employees providing respiratory and other services), maximizing the availability of its services and products to support patient health needs, and maintaining the operational and financial stability of its business.
In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, in the first quarter of 2020, AdaptHealth activated certain business interruption protocols, including acquisition and distribution of personal protective equipment (PPE) to its patient-facing employees, accelerated capital expenditures of certain products and relocation of significant portions of its workforce to “work-from-home” status. Federal, state, and local authorities have taken several actions designed to assist healthcare providers in providing care to COVID-19 and other patients and to mitigate the adverse economic impact of the COVID-19 pandemic. Legislative actions taken by the federal government include the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law on March 27, 2020. Through the CARES Act, the federal government has authorized payments to be
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distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund” or “PRF”). Additionally, the CARES Act revised the Medicare accelerated and advance payment program in an attempt to disburse payments to healthcare providers more quickly to mitigate the financial impact on healthcare providers.
AdaptHealth increased its cash liquidity by, among other things, seeking recoupable advance payments of $45.8 million made available by CMS under the CARES Act legislation, which was received in April 2020. In addition, in connection with an acquisition completed in July 2020, AdaptHealth 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 AdaptHealth’s cash receipts for services provided until such time all amounts have been recouped. During the year ended December 31, 2021, CMS has recouped a total of $36.7 million. As of December 31, 2021, AdaptHealth has deferred a total of $12.8 million related to CMS recoupable advance payments, which is included in other current liabilities in the consolidated balance sheets. In addition, in April 2020, AdaptHealth received distributions of the CARES Act PRF of $17.2 million. Subsequent to April 2020, AdaptHealth completed several acquisitions in which the acquired companies received a total of $22.2 million of PRF payments prior to the applicable dates of acquisition. In connection with the accounting for these acquisitions, AdaptHealth recorded assumed liabilities of $7.7 million relating to the PRF payments received by the acquired companies. The PRF payments are targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers were required to agree to certain terms and conditions, including, among other things, that the funds would be used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services (“HHS”). All recipients of PRF payments were required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. AdaptHealth recognizes grant payments as income when there is reasonable assurance that it has complied with the conditions associated with the grant. During the fourth quarter of each of the years ended December 31, 2021 and 2020, the Company recognized grant income of $10.6 million and $14.3 million, respectively, related to the PRF payments determined to comply with conditions associated with the grant.
HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect AdaptHealth’s ability to comply and AdaptHealth could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to AdaptHealth. AdaptHealth is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS.
Also, as permitted under the CARES Act, AdaptHealth elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021. In total, AdaptHealth deferred $8.6 million under this provision. AdaptHealth paid $4.3 million on January 4, 2022 and the remaining balance of $4.3 million is expected to be paid shortly after December 31, 2022. As of December 31, 2021, $4.3 million is included in other current liabilities and $4.3 million is included in other long-term liabilities in the consolidated balance sheets.
While the impact of the COVID-19 pandemic, the National Emergency Declaration and the various state and local government imposed stay-at-home restrictions did not have a material impact on AdaptHealth’s consolidated operating results initially, AdaptHealth has experienced declines in net revenue in certain services associated with elective medical procedures (such as commencement of new CPAP services and medical equipment and orthopedic supply related to facility discharges), and such declines may continue during the duration of the COVID-19 pandemic. Offsetting these declines in net revenue, AdaptHealth has experienced an increase in net revenue related to increased demand for certain respiratory products (such as oxygen), increased sales in its resupply businesses (primarily as a result
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of the increased ability to contact patients at home as a result of state and local government imposed stay-at-home orders) and the one-time sale of certain respiratory equipment (primarily ventilators, bi-level PAP devices and oxygen concentrators) to hospitals and local health agencies. Additionally, the suspension of Medicare sequestration (resulting in an approximate 2% increase in Medicare payments to all providers through March 31, 2022 and a 1% increase from April 1, 2022 through June 30, 2022 (when the suspension of Medicare sequestration ends), and regulatory guidance from CMS expanding telemedicine and reducing documentation requirements during the emergency period, have resulted in increased net revenues for certain products and services.
The full extent of the impact of the COVID-19 pandemic on AdaptHealth’s business, results of operations, and financial condition is highly uncertain and will depend on future developments and numerous evolving factors that it may not be able to accurately predict, and could be material to AdaptHealth’s consolidated financial statements in future reporting periods. For additional information on risk factors that could impact AdaptHealth’s results, refer to Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K.
Key Components of Operating Results
Net Revenue. Net revenue is recorded for services that AdaptHealth provides to patients for home healthcare equipment, medical supplies to the home and related services. AdaptHealth’s primary service lines are (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from OSA, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors 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. Revenues are recorded either (x) at a point in time for the sale of supplies and disposables, or (y) over the service period for equipment rental (including, but not limited to, CPAP machines, hospital beds, wheelchairs and other equipment), at amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities rental costs, revenue cycle management costs and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including information technology, human resources, finance, contracting, legal, compliance leadership, equity-based compensation, transaction expenses and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Acquisitions
AdaptHealth accounts for its acquisitions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, and the operations of the acquired entities are included in the historical results of AdaptHealth for the periods following the closing of the acquisition. Refer to Note 3, Acquisitions, included in our consolidated financial statements for the year ended December 31, 2021 included in this Annual Report on Form 10-K for additional information regarding AdaptHealth’s acquisitions.
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Debt and Recapitalization
In August 2021, AdaptHealth 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. In January 2021, AdaptHealth 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. In July 2020, AdaptHealth 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. Refer to the section below, titled Liquidity and Capital Resources, for additional discussion related to AdaptHealth’s senior unsecured notes.
In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement with its existing bank group, which was subsequently amended in April 2021 (the “2021 Credit Agreement”). Refer to the section below, titled Liquidity and Capital Resources, for additional discussion related to the 2021 Credit Agreement.
In July 2020, AdaptHealth refinanced its then current debt borrowings and entered into a new credit agreement with a new bank group (the “2020 Credit Agreement”). The 2020 Credit Agreement consisted of a $250 million term loan (the “2020 Term Loan”) and $200 million in commitments for revolving credit loans. The amount borrowed under the 2020 Term Loan bore interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined in the 2020 Credit Agreement) for the applicable interest period, plus (b) an applicable margin ranging from 2.50% to 3.75% per annum based on the Consolidated Total Leverage Ratio (as defined in the 2020 Credit Agreement). Outstanding amounts borrowed under the 2020 Credit Agreement were repaid in full in connection with the January 2021 refinancing transaction discussed above.
In March 2019, AdaptHealth restructured its then existing debt borrowings, which consisted of a $300 million initial term loan, $50 million delayed draw term loan, and $75 million revolving credit facility. In November 2019, the Company repaid $50 million under the initial term loan. Outstanding amounts borrowed under such credit facility were repaid in full in connection with the July 2020 refinancing transaction discussed above.
In March 2019, AdaptHealth signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, AdaptHealth 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, AdaptHealth repaid $71.8 million of the outstanding principal balance under the New Promissory Note. In August 2021, AdaptHealth 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%.
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by the Company’s diabetes product line is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
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Key Business Metrics
AdaptHealth focuses on net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex as it reviews its performance. Total net revenue is comprised of net sales revenue and net revenue from fixed monthly equipment reimbursements less implicit price concessions. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and disposables. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, CPAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | | | | | | ||||||||||||||||||
| | | March 31, 2021 | | June 30, 2021 | | September 30, 2021 | | December 31, 2021 | | | | | | | | ||||||||||||
| Net Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | | Revenue | |
| (in thousands) | | Dollars | Percentage | | Dollars | | Percentage | | Dollars | Percentage | | Dollars | | Percentage | | | Total | | Percentage | | |||||||
| | | (Unaudited) | |||||||||||||||||||||||||
| Net sales revenue - Point in time | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 128,682 | 26.7 | % | $ | 163,331 | 26.5 | % | $ | 173,359 | 26.5 | % | $ | 188,758 | 26.9 | % | | $ | 654,130 | 26.6 | % | |||||
| Diabetes | | | 95,017 | | 19.7 | % | | 123,314 | | 20.0 | % | | 134,228 | | 20.5 | % | | 175,523 | | 25.0 | % | | | 528,082 | | 21.5 | % |
| Supplies to the home | | | 41,363 | | 8.6 | % | | 42,675 | | 6.9 | % | | 42,441 | | 6.5 | % | | 41,351 | | 5.9 | % | | | 167,830 | | 6.8 | % |
| Respiratory | | | 5,621 | 1.2 | % | | 13,154 | 2.1 | % | | 6,228 | 1.0 | % | | 6,013 | 0.9 | % | | | 31,016 | 1.3 | % | |||||
| HME | | | 24,156 | 5.0 | % | | 30,360 | 4.9 | % | | 30,989 | 4.7 | % | | 32,010 | 4.6 | % | | | 117,515 | 4.8 | % | |||||
| Other | | | 22,426 | 4.6 | % | | 27,763 | 4.5 | % | | 44,926 | 7.0 | % | | 45,718 | 6.4 | % | | | 140,833 | 5.8 | % | |||||
| Total Net sales revenue | | $ | 317,265 | 65.8 | % | $ | 400,597 | 64.9 | % | $ | 432,171 | 66.2 | % | $ | 489,373 | 69.7 | % | | $ | 1,639,406 | 66.8 | % | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenue from fixed monthly equipment reimbursements | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 48,109 | 10.0 | % | $ | 66,335 | 10.8 | % | $ | 62,755 | 9.6 | % | $ | 60,053 | 8.6 | % | | $ | 237,252 | 9.7 | % | |||||
| Diabetes | | | 2,853 | | 0.6 | % | | 3,216 | | 0.5 | % | | 3,722 | | 0.6 | % | | 3,332 | | 0.5 | % | | | 13,123 | | 0.5 | % |
| Respiratory | | | 83,454 | 17.3 | % | | 111,528 | 18.1 | % | | 117,918 | 18.0 | % | | 114,370 | 16.3 | % | | | 427,270 | 17.4 | % | |||||
| HME | | | 20,380 | 4.2 | % | | 24,431 | 4.0 | % | | 26,043 | 4.0 | % | | 25,082 | 3.6 | % | | | 95,936 | 3.9 | % | |||||
| Other | | | 10,058 | 2.1 | % | | 10,910 | 1.7 | % | | 10,684 | 1.6 | % | | 9,896 | 1.3 | % | | | 41,548 | 1.7 | % | |||||
| Total Net revenue from fixed monthly equipment reimbursements | | $ | 164,854 | | 34.2 | % | $ | 216,420 | | 35.1 | % | $ | 221,122 | | 33.8 | % | $ | 212,733 | | 30.3 | % | | $ | 815,129 | | 33.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Sleep | | $ | 176,791 | 36.7 | % | $ | 229,666 | 37.3 | % | $ | 236,114 | 36.1 | % | $ | 248,811 | 35.5 | % | | $ | 891,382 | 36.3 | % | |||||
| Diabetes | | | 97,870 | | 20.3 | % | | 126,530 | | 20.5 | % | | 137,950 | | 21.1 | % | | 178,855 | | 25.5 | % | | | 541,205 | | 22.0 | % |
| Supplies to the home | | | 41,363 | 8.6 | % | | 42,675 | 6.9 | % | | 42,441 | 6.5 | % | | 41,351 | 5.9 | % | | | 167,830 | 6.8 | % | |||||
| Respiratory | | | 89,075 | 18.5 | % | | 124,682 | 20.2 | % | | 124,146 | 19.0 | % | | 120,383 | 17.2 | % | | | 458,286 | 18.7 | % | |||||
| HME | | | 44,536 | 9.2 | % | | 54,791 | 8.9 | % | | 57,032 | 8.7 | % | | 57,092 | 8.2 | % | | | 213,451 | 8.7 | % | |||||
| Other | | | 32,484 | | 6.7 | | | 38,673 | | 6.2 | % | | 55,610 | | 8.6 | % | | 55,614 | | 7.7 | % | | | 182,381 | | 7.5 | % |
| Total net revenue | | $ | 482,119 | | 100.0 | % | $ | 617,017 | | 100.0 | % | $ | 653,293 | | 100.0 | % | $ | 702,106 | | 100.0 | % | | $ | 2,454,535 | | 100.0 | % |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | | | | | | ||||||||||||||||||
| | | March 31, 2020 | | June 30, 2020 | | September 30, 2020 | | December 31, 2020 | | | | | | | | ||||||||||||
| Net Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | | Revenue | |
| (in thousands) | | Dollars | Percentage | | Dollars | | Percentage | | Dollars | Percentage | | Dollars | | Percentage | | | Total | | Percentage | | |||||||
| | | (Unaudited) | |||||||||||||||||||||||||
| Net sales revenue - Point in time | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 68,894 | 36.0 | % | $ | 84,421 | 36.4 | % | $ | 74,655 | 26.2 | % | $ | 84,890 | 24.4 | % | | $ | 312,860 | 29.6 | % | |||||
| Diabetes | | | 5,307 | | 2.8 | % | | 6,372 | | 2.7 | % | | 52,887 | | 18.6 | % | | 94,924 | | 27.2 | % | | | 159,490 | | 15.1 | % |
| Supplies to the home | | | 28,032 | | 14.6 | % | | 27,868 | | 12.0 | % | | 44,579 | | 15.7 | % | | 45,145 | | 13.0 | % | | | 145,624 | | 13.8 | % |
| Respiratory | | | 2,768 | 1.4 | % | | 18,114 | 7.8 | % | | 5,152 | 1.8 | % | | 2,571 | 0.7 | % | | | 28,605 | 2.7 | % | |||||
| HME | | | 11,579 | 6.0 | % | | 12,727 | 5.5 | % | | 14,998 | 5.3 | % | | 18,725 | 5.4 | % | | | 58,029 | 5.5 | % | |||||
| Other | | | 12,393 | 6.5 | % | | 11,463 | 4.9 | % | | 14,869 | 5.2 | % | | 15,964 | 4.6 | % | | | 54,689 | 5.2 | % | |||||
| Total Net sales revenue | | $ | 128,973 | 67.3 | % | $ | 160,965 | 69.3 | % | $ | 207,140 | 72.8 | % | $ | 262,219 | 75.3 | % | | $ | 759,297 | 71.9 | % | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenue from fixed monthly equipment reimbursements | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 22,669 | 11.8 | % | $ | 22,644 | 9.8 | % | $ | 24,971 | 8.8 | % | $ | 28,077 | 8.1 | % | | $ | 98,361 | 9.3 | % | |||||
| Diabetes | | | — | | — | % | | — | | — | % | | 946 | | 0.3 | % | | 1,521 | | 0.4 | % | | | 2,467 | | 0.2 | % |
| Respiratory | | | 25,007 | 13.1 | % | | 30,856 | 13.3 | % | | 32,269 | 11.3 | % | | 35,728 | 10.3 | % | | | 123,860 | 11.7 | % | |||||
| HME | | | 12,177 | 6.4 | % | | 13,262 | 5.7 | % | | 14,256 | 5.0 | % | | 16,152 | 4.6 | % | | | 55,847 | 5.3 | % | |||||
| Other | | | 2,613 | 1.4 | % | | 4,389 | 1.9 | % | | 4,823 | 1.8 | % | | 4,732 | 1.3 | % | | | 16,557 | 1.6 | % | |||||
| Total Net revenue from fixed monthly equipment reimbursements | | $ | 62,466 | | 32.7 | % | $ | 71,151 | | 30.7 | % | $ | 77,265 | | 27.2 | % | $ | 86,210 | | 24.7 | % | | $ | 297,092 | | 28.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Sleep | | $ | 91,563 | 47.8 | % | $ | 107,065 | 46.2 | % | $ | 99,626 | 35.0 | % | $ | 112,967 | 32.5 | % | | $ | 411,221 | 38.9 | % | |||||
| Diabetes | | | 5,307 | | 2.8 | % | | 6,372 | | 2.7 | % | | 53,833 | | 18.9 | % | | 96,445 | | 27.6 | % | | | 161,957 | | 15.3 | % |
| Supplies to the home | | | 28,032 | 14.6 | % | | 27,868 | 12.0 | % | | 44,579 | 15.7 | % | | 45,145 | 13.0 | % | | | 145,624 | 13.8 | % | |||||
| Respiratory | | | 27,775 | 14.5 | % | | 48,970 | 21.1 | % | | 37,421 | 13.1 | % | | 38,299 | 11.0 | % | | | 152,465 | 14.4 | % | |||||
| HME | | | 23,756 | 12.4 | % | | 25,989 | 11.2 | % | | 29,254 | 10.3 | % | | 34,877 | 10.0 | % | | | 113,876 | 10.8 | % | |||||
| Other | | | 15,006 | | 7.9 | | | 15,852 | | 6.8 | % | | 19,692 | | 7.0 | % | | 20,696 | | 5.9 | % | | | 71,246 | | 6.8 | % |
| Total net revenue | | $ | 191,439 | | 100.0 | % | $ | 232,116 | | 100.0 | % | $ | 284,405 | | 100.0 | % | $ | 348,429 | | 100.0 | % | | $ | 1,056,389 | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | | | | | | ||||||||||||||||||
| | | March 31, 2019 | | June 30, 2019 | | September 30, 2019 | | December 31, 2019 | | | | | | | | ||||||||||||
| Net Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | Revenue | | | | | | Revenue | |
| (in thousands) | | Dollars | Percentage | | Dollars | | Percentage | | Dollars | Percentage | | Dollars | | Percentage | | | Total | | Percentage | | |||||||
| | | (Unaudited) | |||||||||||||||||||||||||
| Net sales revenue - Point in time | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 47,127 | 39.4 | % | $ | 50,433 | 40.6 | % | $ | 59,117 | 43.3 | % | $ | 67,865 | 45.4 | % | | $ | 224,542 | 42.4 | % | |||||
| Diabetes | | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | | — | | — | % |
| Supplies to the home | | | 2,029 | | 1.7 | % | | 1,915 | | 1.6 | % | | 1,966 | | 1.4 | % | | 1,850 | | 1.2 | % | | | 7,760 | | 1.5 | % |
| Respiratory | | | 1,279 | 1.1 | % | | 1,445 | 1.2 | % | | 1,397 | 1.0 | % | | 1,659 | 1.1 | % | | | 5,780 | 1.1 | % | |||||
| HME | | | 10,489 | 8.8 | % | | 10,236 | 8.2 | % | | 10,873 | 8.0 | % | | 10,889 | 7.3 | % | | | 42,487 | 8.0 | % | |||||
| Other | | | 8,032 | 6.7 | % | | 8,967 | 7.2 | % | | 9,711 | 7.1 | % | | 9,172 | 6.2 | % | | | 35,882 | 6.7 | % | |||||
| Total Net sales revenue | | $ | 68,956 | 57.7 | % | $ | 72,996 | 58.8 | % | $ | 83,064 | 60.8 | % | $ | 91,435 | 61.2 | % | | $ | 316,451 | 59.7 | % | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenue from fixed monthly equipment reimbursements | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep | | $ | 18,057 | 15.1 | % | $ | 18,944 | 15.3 | % | $ | 20,761 | 15.2 | % | $ | 23,084 | 15.4 | % | | $ | 80,846 | 15.3 | % | |||||
| Diabetes | | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | | — | | — | % |
| Respiratory | | | 20,429 | 17.1 | % | | 20,009 | 16.1 | % | | 19,646 | 14.4 | % | | 21,334 | 14.3 | % | | | 81,418 | 15.4 | % | |||||
| HME | | | 10,243 | 8.6 | % | | 10,202 | 8.2 | % | | 11,088 | 8.1 | % | | 11,436 | 7.6 | % | | | 42,969 | 8.1 | % | |||||
| Other | | | 1,813 | 1.5 | % | | 2,003 | 1.6 | % | | 1,892 | 1.5 | % | | 2,252 | 1.5 | % | | | 7,960 | 1.5 | % | |||||
| Total Net revenue from fixed monthly equipment reimbursements | | $ | 50,542 | | 42.3 | % | $ | 51,158 | | 41.2 | % | $ | 53,387 | | 39.2 | % | $ | 58,106 | | 38.8 | % | | $ | 213,193 | | 40.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Sleep | | $ | 65,184 | 54.5 | % | $ | 69,377 | 55.9 | % | $ | 79,878 | 58.5 | % | $ | 90,949 | 60.8 | % | | $ | 305,388 | 57.7 | % | |||||
| Diabetes | | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | | — | | — | % |
| Supplies to the home | | | 2,029 | 1.7 | % | | 1,915 | 1.6 | % | | 1,966 | 1.4 | % | | 1,850 | 1.2 | % | | | 7,760 | 1.5 | % | |||||
| Respiratory | | | 21,708 | 18.2 | % | | 21,454 | 17.3 | % | | 21,043 | 15.4 | % | | 22,993 | 15.4 | % | | | 87,198 | 16.5 | % | |||||
| HME | | | 20,732 | 17.4 | % | | 20,438 | 16.4 | % | | 21,961 | 16.1 | % | | 22,325 | 14.9 | % | | | 85,456 | 16.1 | % | |||||
| Other | | | 9,845 | | 8.2 | % | | 10,970 | | 8.8 | % | | 11,603 | | 8.6 | % | | 11,424 | | 7.7 | % | | | 43,842 | | 8.2 | % |
| Total net revenue | | $ | 119,498 | | 100.0 | % | $ | 124,154 | | 100.0 | % | $ | 136,451 | | 100.0 | % | $ | 149,541 | | 100.0 | % | | $ | 529,644 | | 100.0 | % |
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Results of Operations
Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | | | | | | ||||||||
| | | 2021 | | 2020 | | | | | | | ||||||
| | | | | | Revenue | | | | | Revenue | | Increase/(Decrease) | | |||
| (in thousands, except percentages) | Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | | |||||||||
| | (unaudited) | | ||||||||||||||
| Net revenue | | $ | 2,454,535 | 100.0 | % | $ | 1,056,389 | 100.0 | % | $ | 1,398,146 | 132.4 | % | |||
| Grant income | | | 10,595 | | 0.4 | % | | 14,277 | | 1.4 | % | | (3,682) | | NM | % |
| Costs and expenses: | | | | | ||||||||||||
| Cost of net revenue | | 2,008,925 | 81.8 | % | 898,601 | 85.1 | % | 1,110,324 | 123.6 | % | ||||||
| General and administrative expenses | | 167,505 | 6.8 | % | 89,346 | 8.5 | % | 78,159 | 87.5 | % | ||||||
| Depreciation and amortization, excluding patient equipment depreciation | | 63,095 | 2.6 | % | 11,373 | 1.1 | % | 51,722 | 454.8 | % | ||||||
| Total costs and expenses | | 2,239,525 | 91.2 | % | 999,320 | 94.7 | % | 1,240,205 | 124.1 | % | ||||||
| Operating income | | 225,605 | 8.8 | % | 71,346 | 5.3 | % | 154,259 | 216.2 | % | ||||||
| Interest expense, net | | 95,195 | 3.9 | % | 41,430 | 3.9 | % | 53,765 | 129.8 | % | ||||||
| Loss on extinguishment of debt | | 20,189 | 0.8 | % | 5,316 | 0.5 | % | 14,873 | NM | % | ||||||
| Change in fair value of contingent consideration common shares liability | | | (29,389) | | (1.2) | % | | 98,717 | | 9.3 | % | | (128,106) | | NM | % |
| Change in fair value of warrant liability | | | (53,181) | | (2.2) | % | | 135,368 | | 12.8 | % | | (188,549) | | NM | % |
| Other (income) loss, net | | | 1,832 | | 0.1 | % | | (3,444) | | (0.3) | % | | 5,276 | | NM | % |
| Income (loss) before income taxes | | 190,959 | 7.4 | % | (206,041) | (20.9) | % | 397,000 | (192.7) | % | ||||||
| Income tax expense (benefit) | | 32,806 | 1.3 | % | (11,955) | (1.1) | % | 44,761 | NM | % | ||||||
| Net income (loss) | | 158,153 | 6.1 | % | (194,086) | (19.8) | % | 352,239 | (181.5) | % | ||||||
| Income (loss) attributable to noncontrolling interests | | 1,978 | 0.1 | % | (32,454) | (3.1) | % | 34,432 | NM | % | ||||||
| Net income (loss) attributable to AdaptHealth Corp. | | $ | 156,175 | 6.0 | % | $ | (161,632) | (16.7) | % | $ | 317,807 | (196.6) | % |
Net Revenue. Net revenue for the years ended December 31, 2021 and 2020 was $2,454.5 million and $1,056.4 million, respectively, an increase of $1,398.1 million or 132.4%. Net revenue for 2021 and 2020 included $10.5 million and $36.5 million, respectively, from referral partners and healthcare facilities in support of their urgent needs as the coronavirus pandemic has led to an increased demand for respiratory equipment including ventilators and oxygen concentrators. Excluding this revenue, net revenue was $2,444.0 million and $1,019.9 million for the years ended December 31, 2021 and 2020, respectively, an increase of $1,424.1 million. The increase in net revenue was driven primarily by acquisitions completed after January 1, 2020, which increased net revenue by $1,443.0 million, primarily from the acquisition of AeroCare. This increase in net revenue was partially offset by planned declines in revenue from
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the Company’s Patient Care Solutions (PCS) supplies business (which was acquired in January 2020) in connection with the Company’s turnaround efforts of that business executed subsequent to the acquisition. These turnaround efforts at PCS reduced net revenues for the 2021 period compared to the 2020 period as a result of the Company’s exit from poor performing payor contracts and products, which resulted in improved profitability for PCS. Net revenue generated by PCS for the years ended December 31, 2021 and 2020 was $110.5 million and $130.2 million, respectively. Additionally, net revenue during the year ended December 31, 2021 was impacted by a recall of certain ventilator, BiPAP, and CPAP devices supplied to AdaptHealth by Philips Respironics (Philips). On June 14, 2021, AdaptHealth received notice from Philips that these devices would be included in a Philips voluntary recall due to potential health risks to patients. Currently, it is not possible to purchase these products from Philips, which has led to shortages in the supply chain, and other suppliers were unable to meet the strong patient demand for these products, which has materially affected AdaptHealth’s ability to service patient demand for these devices during the year ended December 31, 2021. Management estimates that the Philips recall reduced expected net revenue for the year ended December 31, 2021 by approximately $40 million to $45 million, with such impact primarily affecting net revenue in the fourth quarter.
For the year ended December 31, 2021, net sales revenue (recognized at a point in time) comprised 67% of total net revenue, compared to 72% of total net revenue for the year ended December 31, 2020. For the year ended December 30, 2021, net revenue from fixed monthly equipment reimbursements comprised 33% of total net revenue, compared to 28% of total net revenue for the year ended December 31, 2020. These changes are primarily due to a change in product mix, primarily from the acquisition of AeroCare.
Grant income. Grant income for the years ended December 31, 2021 and 2020 related to the recognition of amounts received under the CARES Act provider relief funds.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | | | | | | ||||||||
| | | 2021 | | 2020 | | | | | | | ||||||
| | | | | | Revenue | | | | | Revenue | | Increase/(Decrease) | | |||
| (in thousands, except percentages) | Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | | |||||||||
| | (unaudited) | | ||||||||||||||
| Costs of net revenue: | | | | | ||||||||||||
| Cost of products and supplies | | $ | 955,813 | 38.9 | % | $ | 441,931 | 41.8 | % | $ | 513,882 | 116.3 | % | |||
| Salaries, labor and benefits | | 595,668 | 24.3 | % | 257,898 | 24.4 | % | 337,770 | 131.0 | % | ||||||
| Patient equipment depreciation | | | 194,958 | | 7.9 | % | | 71,072 | | 6.7 | % | | 123,886 | | 174.3 | % |
| Rent and occupancy | | | 48,586 | | 2.0 | % | | 22,344 | | 2.1 | % | | 26,242 | | 117.4 | % |
| Other operating expenses | | | 204,573 | | 8.3 | % | | 93,054 | | 8.9 | % | | 111,519 | | 119.8 | % |
| Equity-based compensation | | | 7,301 | | 0.3 | % | | 7,845 | | 0.8 | % | | (544) | | (6.9) | % |
| Severance | | | 2,026 | | 0.1 | % | | 4,457 | | 0.4 | % | | (2,431) | | (54.5) | % |
| Total cost of net revenue | | $ | 2,008,925 | 81.8 | % | $ | 898,601 | 85.1 | % | $ | 1,110,324 | 123.6 | % |
Cost of net revenue for the years ended December 31, 2021 and 2020 was $2,008.9 million and $898.6 million, respectively, an increase of $1,110.3 million or 123.6%, which is primarily related to acquisition growth. Costs of products and supplies increased by $513.9 million primarily as a result of acquisition growth, primarily from the acquisition of AeroCare, and increased net sales revenue. Salaries, labor and benefits increased by $337.8 million, primarily related to acquisition growth and increased headcount, primarily from the acquisition of AeroCare. The increase in rent and occupancy and other operating expenses is related to acquisition growth.
Cost of net revenue was 81.8% of net revenue for the year ended December 31, 2021 compared to 85.1% for the year ended December 31, 2020. The cost of products and supplies was 38.9% of net revenue in 2021 compared to 41.8% in 2020, primarily driven by increased scale and reduced vendor pricing. Salaries, labor and benefits was 24.3%
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of net revenue in 2021 compared to 24.4% in 2020. Patient equipment depreciation was 7.9% of net revenue in 2021 compared to 6.7% in 2020, primarily as a result of a change in product mix as net revenue from fixed monthly equipment reimbursements as a percentage of total net revenue was higher in 2021 compared to 2020, primarily from the acquisition of AeroCare.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2021 and 2020 were $167.5 million and $89.3 million, respectively, an increase of $78.2 million or 87.5%. This increase is primarily due to (1) increased transaction costs related to acquisition growth, primarily from the acquisition of AeroCare, (2) higher professional fees including legal, accounting and consulting, including costs for Sarbanes Oxley compliance, (3) higher labor costs associated with increased headcount, (4) higher equity-based compensation expense as a result of overall increased equity-based compensation grant activity and the accelerated vesting of certain awards, including $2.4 million in connection with the acceleration of vesting of certain equity awards in connection with the separation of the Company’s former Co-CEO, and (5) higher information technology-related expenses. General and administrative expenses as a percentage of net revenue was 6.8% in 2021, compared to 8.5% in 2020. General and administrative expenses in 2021 included $47.9 million in transaction costs, $18.0 million in equity-based compensation expense, and $2.4 million in severance expense. General and administrative expenses in 2020 included $25.4 million in transaction costs, $10.8 million in equity-based compensation expense, and $1.1 million in severance expense. Excluding the impact of these charges, general and administrative expenses as a percentage of net revenue was 4.0% and 4.9% in 2021 and 2020, respectively.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2021 and 2020 was $63.1 million and $11.4 million, respectively, an increase of $51.7 million. The increase was primarily related to amortization expense of $46.5 million related to identifiable intangible assets recognized during 2021, primarily as a result of the acquisition of AeroCare, as compared to $6.0 million recognized during 2020.
Interest Expense. Interest expense for the years ended December 31, 2021 and 2020 was $95.2 million and $41.4 million, respectively. Interest expense related to long-term debt was higher in 2021 compared to 2020 as a result of higher long-term debt borrowings outstanding during that period. Such borrowings were primarily used to fund acquisitions.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for the year ended December 31, 2021 was $20.2 million which consists of the write-off of unamortized deferred financing costs related to AdaptHealth refinancing its credit facility in January 2021, and also a debt prepayment penalty in connection with the early repayment of AdaptHealth’s note payable and the write-off of the associated unamortized deferred financing costs. Loss on extinguishment of debt for the year ended December 31, 2020 consisted of the write-off of unamortized deferred financing costs related to AdaptHealth refinancing its credit facility in July 2020.
Change in Fair Value of Contingent Consideration Common Shares Liability. In connection with the Business Combination, certain former owners of AdaptHealth Holdings are entitled to contingent consideration common shares, as discussed in Note 11, Stockholders’ Equity – Contingent Consideration Common Shares, to the accompanying December 31, 2021 consolidated financial statements. These shares were liability-classified through December 31, 2021, and the change in fair value of the contingent consideration common shares liability represents a non-cash gain in 2021 and a non-cash charge in 2020 for the change in the estimated fair value of such liability during the respective periods.
Change in Fair Value of Warrant Liability. AdaptHealth has outstanding warrants to purchase shares of Common Stock, as discussed in Note 11, Stockholders’ Equity – Warrants, to the accompanying December 31, 2021 consolidated financial statements. These warrants are liability-classified, and the change in fair value of the warrant liability represents a non-cash gain in 2021 and a non-cash charge in 2020 for the change in the estimated fair value of such liability during the respective periods.
Other Income (Loss), net. Other (income) loss, net for the year ended December 31, 2021 was a loss of $1.8 million, and consisted of $3.9 million of expenses associated with legal settlements and $1.9 million of expenses associated with lease terminations, offset by $0.9 million of net reductions in the fair value of contingent consideration
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liabilities related to acquisitions, $0.7 million of equity income related to equity method investments, a gain of $0.5 million for the receipt of earnout proceeds in connection with an investment that was sold in 2020, and a $1.9 million gain in connection with the consolidation of an equity method investment. Other (income) loss, net for the year ended December 31, 2020 was income of $3.4 million, and consisted of $4.2 million net reductions in the fair value of contingent consideration liabilities related to acquisitions, a gain of $0.6 million related to the sale of an investment, $0.1 million of equity income related to equity method investments, offset by a $1.5 million expense related to a transition services agreement executed in connection with an acquisition completed in 2020.
Income Tax Expense (Benefit). Income tax expense for the year ended December 31, 2021 was $32.8 million compared to an income tax benefit of $12.0 million for the year ended December 31, 2020. The increase in income tax expense was primarily related to increased pre-tax income and AdaptHealth Holding’s change in U.S. federal income tax classification as a result of the Tax Restructuring, as discussed in note 18, Income Taxes, to the accompanying December 31, 2021 consolidated financial statements.
Comparison of Year Ended December 31, 2020 and Year Ended December 31, 2019.
The following table summarizes AdaptHealth’s consolidated results of operations for the years ended December 31, 2020 and 2019:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | | | | | | ||||||||
| | | 2020 | | 2019 | | | | | | | ||||||
| | | | | | Revenue | | | | | Revenue | | Increase/(Decrease) | | |||
| (in thousands, except percentages) | Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | | |||||||||
| | (unaudited) | | ||||||||||||||
| Net revenue | | $ | 1,056,389 | 100.0 | % | $ | 529,644 | 100.0 | % | $ | 526,745 | 99.5 | % | |||
| Grant income | | | 14,277 | | 1.4 | % | | — | | — | % | | 14,277 | NM | % | |
| Costs and expenses: | | | | | | |||||||||||
| Cost of net revenue | | 898,601 | 85.1 | % | 440,705 | 83.2 | % | 457,896 | 103.9 | % | ||||||
| General and administrative expenses | | 89,346 | 8.5 | % | 56,493 | 10.7 | % | 32,853 | 58.2 | % | ||||||
| Depreciation and amortization, excluding patient equipment depreciation | | 11,373 | 1.1 | % | 3,068 | 0.6 | % | 8,305 | 270.7 | % | ||||||
| Total costs and expenses | | 999,320 | 94.7 | % | 500,266 | 94.5 | % | 499,054 | 99.8 | % | ||||||
| Operating income | | 71,346 | 5.3 | % | 29,378 | 5.5 | % | 41,968 | 142.9 | % | ||||||
| Interest expense, net | | 41,430 | 3.9 | % | 39,304 | 7.4 | % | 2,126 | 5.4 | % | ||||||
| Loss on extinguishment of debt | | 5,316 | 0.5 | % | 2,121 | 0.4 | % | 3,195 | NM | % | ||||||
| Change in fair value of contingent consideration common shares liability | | | 98,717 | | 9.3 | % | | 2,483 | | 0.5 | % | | 96,234 | | NM | % |
| Change in fair value of warrant liability | | | 135,368 | | 12.8 | % | | 7,650 | | 1.4 | % | | 127,718 | | NM | % |
| Other income, net | | | (3,444) | | (0.3) | % | | (318) | | (0.1) | % | | (3,126) | | NM | % |
| Income (loss) before income taxes | | (206,041) | (20.9) | % | (21,862) | (4.1) | % | (184,179) | 842.5 | % | ||||||
| Income tax expense (benefit) | | (11,955) | (1.1) | % | 739 | 0.1 | % | (12,694) | NM | % | ||||||
| Net income (loss) | | (194,086) | (19.8) | % | (22,601) | (4.2) | % | (171,485) | 758.7 | % | ||||||
| Income attributable to noncontrolling interests | | (32,454) | (3.1) | % | (1,260) | (0.2) | % | (31,194) | NM | % | ||||||
| Net income attributable to AdaptHealth Corp. | | $ | (161,632) | (16.7) | % | $ | (21,341) | (4.0) | % | $ | (140,291) | 657.4 | % |
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Net Revenue. Net revenue for the years ended December 31, 2020 and 2019 was $1,056.4 million and $529.6 million, respectively, an increase of $526.8 million or 99.5%. The increase in net revenue was driven primarily by (i) acquisitions completed during 2020, which contributed net revenue of $450.2 million during the year, (ii) organic growth resulting from stronger CPAP resupply sales and demographic growth in core markets, and (iii) net revenue of $36.5 million from referral partners and healthcare facilities in support of their urgent needs for ventilation and oxygen equipment for COVID-19 patients. These increases were partially offset by reduced demand for certain products that are related to elective medical services which is attributable to the coronavirus pandemic, such as CPAP new starts, orthotics, and certain other HME products, and this trend is expected to remain while the coronavirus crisis continues. However, the Company’s CPAP resupply and other supplies business remains healthy, as most patients for that business are in their homes and can be easily contacted to refresh their supplies. Additionally, the coronavirus pandemic has led to an increased demand for respiratory equipment including ventilators and oxygen concentrators.
For the year ended December 31, 2020, net sales revenue (recognized at a point in time) comprised 72% of total net revenue, compared to 60% of total net revenue for the year ended December 31, 2019. The increase in the proportion of net sales revenue compared to total net revenue was driven primarily by the PCS, Solara, ActivStyle and Pinnacle acquisitions, which are primarily supplies businesses, as well as the SleepMed and Choice acquisitions, which are primarily CPAP resupply businesses. For the year ended December 31, 2020, net revenue from fixed monthly equipment reimbursements comprised 28% of total net revenue, compared to 40% of total net revenue for the year ended December 31, 2019.
Grant income. Grant income for the year ended December 31, 2020 related to the recognition of amounts received under the CARES Act provider relief funds. There was no grant income recognized during the year ended December 31, 2019.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the years ended December 31, 2020 and 2019:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | | | | | | ||||||||
| | | 2020 | | 2019 | | | | | | | ||||||
| | | | | | Revenue | | | | | Revenue | | Increase/(Decrease) | | |||
| (in thousands, except percentages) | Dollars | Percentage | Dollars | Percentage | Dollars | Percentage | | |||||||||
| | (unaudited) | | ||||||||||||||
| Costs of net revenue: | | | | | ||||||||||||
| Cost of products and supplies | | $ | 441,931 | 41.8 | % | $ | 156,430 | 29.5 | % | $ | 285,501 | 182.5 | % | |||
| Salaries, labor and benefits | | 257,898 | 24.4 | % | 153,173 | 28.9 | % | 104,725 | 68.4 | % | ||||||
| Patient equipment depreciation | | | 71,072 | | 6.7 | % | | 59,498 | | 11.2 | % | | 11,574 | | 19.5 | % |
| Rent and occupancy | | | 22,344 | | 2.1 | % | | 13,407 | | 2.5 | % | | 8,937 | | 66.7 | % |
| Other operating expenses | | | 93,054 | | 8.9 | % | | 57,339 | | 10.9 | % | | 35,715 | | 62.3 | % |
| Equity-based compensation | | | 7,845 | | 0.8 | % | | — | | — | % | | 7,845 | | N M | % |
| Severance | | | 4,457 | | 0.4 | % | | 858 | | 0.2 | % | | 3,599 | | 419.5 | % |
| Total cost of net revenue | | $ | 898,601 | 85.1 | % | $ | 440,705 | 83.2 | % | $ | 457,896 | 103.9 | % |
Cost of net revenue for the years ended December 31, 2020 and 2019 was $898.6 million and $440.7 million, respectively, an increase of $457.9 million or 103.9%, which is primarily related to acquisition growth. Costs of products and supplies increased by $285.5 million primarily as a result of acquisition growth, increased CPAP resupply sales, and expenses associated with the coronavirus pandemic, including increased personal protective equipment purchases. Salaries, labor and benefits increased by $104.7 million primarily related to acquisition growth and increased headcount, primarily from the PCS, Solara, ActivStyle and Pinnacle acquisitions. The increase in rent and occupancy and other operating expenses is related to acquisition growth, primarily from the aforementioned acquisitions.
Cost of net revenue was 85.0% of net revenue for the year ended December 31, 2020 compared to 83.1% for the year ended December 31, 2019. The cost of products and supplies was 41.8% of net revenue in 2020 compared to
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29.5% in 2019, while patient equipment depreciation was 6.7% of net revenue in 2020 compared to 11.2% in 2019. These changes are the result of a change in product mix as sales revenue was higher in 2020 compared to 2019, primarily from the PCS, Solara, ActivStyle and Pinnacle acquisitions.
General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2020 and 2019 were $89.3 million and $56.5 million, respectively, an increase of $32.8 million or 58.2%. This increase is primarily due to (1) higher labor costs associated with increased headcount, (2) higher professional fees including legal, accounting and consulting, (3) increased transaction costs related to acquisition growth, (4) higher information technology related expenses, and (5) incremental costs associated with operating as a public company. General and administrative expenses as a percentage of net revenue was 8.5% in 2020, compared to 10.7% in 2019. General and administrative expenses in 2020 included $10.8 million in equity-based compensation expense, $25.4 million in transaction costs, $1.1 million in severance expense and $0.6 million in other non-recurring expenses. General and administrative expenses in 2019 included $11.1 million in equity-based compensation expense, $15.6 million in transaction costs, $1.4 million in severance expense and $0.5 million in other non-recurring expenses. Excluding the impact of these charges, general and administrative expenses as a percentage of net revenue was 4.9% and 5.3% in 2020 and 2019, respectively.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the years ended December 31, 2020 and 2019 was $11.4 million and $3.1 million, respectively, an increase of $8.3 million. The increase was primarily related to amortization expense of $6.0 million related to identifiable intangible assets recognized during 2020. There was no amortization expense of intangible assets recognized during 2019.
Interest Expense. Interest expense for the years ended December 31, 2020 and 2019 was $41.4 million and $39.3 million, respectively. Interest expense related to long-term debt during 2020 increased by $13.5 million compared to 2019 as a result of higher long-term debt borrowings outstanding during that year. Interest expense during 2019 included non-cash interest expense of $11.4 million representing the change in fair value of the Company’s interest rate swap agreements; such amount would only be paid out if the interest rate swap agreements were terminated. On August 22, 2019, AdaptHealth designated its swaps as effective cash flow hedges. Accordingly, subsequent to August 22, 2019, changes in the fair value of its interest rate swaps are recorded as a component of other comprehensive income (loss) in equity rather than interest expense. As such, there was no non-cash interest expense related to changes in the fair value of the Company’s interest rate swap agreements during 2020.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for the year ended December 31, 2020 was $5.3 million which was a result of the write-off of deferred financing costs related to AdaptHealth refinancing its credit facility in July 2020. Loss on extinguishment of debt for the year ended December 31, 2019 was $2.1 million which was a result of the write-off of deferred financing costs related to the 2019 Recapitalization.
Change in Fair Value of Contingent Consideration Common Shares Liability. In connection with the Business Combination, certain former owners of AdaptHealth Holdings are entitled to contingent consideration common shares. These shares were liability-classified, and the change in fair value of the contingent consideration common shares liability represents a non-cash charge for the change in the estimated fair value of such liability during the period.
Change in Fair Value of Warrant Liability. AdaptHealth has outstanding warrants to purchase shares of Class A Common Stock. These warrants are liability-classified, and the change in fair value of the warrant liability represents a non-cash charge for the change in the estimated fair value of such liability during the period.
Other Income, net. Other income, net for the year ended December 31, 2020 consisted of $4.2 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions, a gain of $0.6 million related to the sale of an investment, $0.1 million of equity income related to equity method investments, offset by a $1.5 million expense related to a transition services agreement in connection with an acquisition. Other income, net for the year ended December 31, 2019 consisted of $0.2 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions and $0.1 million of equity income related to an equity method investment.
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Income Tax Expense (Benefit). Income tax benefit for the year ended December 31, 2020 was $12.0 million compared to income tax expense of $0.7 million for the year ended December 31, 2019. The change in income tax benefit/expense was primarily related to decreased pre-tax income associated with the tax paying entities.
EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex
AdaptHealth uses EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex, which are financial measures that are not prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.
AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity‑based compensation expense, transaction costs, severance, change in fair value of the contingent consideration common shares liability, change in fair value of the warrant liability, and other non-recurring items of expense (income).
AdaptHealth defines Adjusted EBITDA less Patient Equipment Capex as Adjusted EBITDA (as defined above) less patient equipment acquired during the period without regard to whether the equipment was purchased or financed through lease transactions.
AdaptHealth believes Adjusted EBITDA less Patient Equipment Capex is useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth’s business requires significant investment in equipment purchases to maintain its patient equipment inventory. Some equipment title transfers to patients’ ownership after a prescribed number of fixed monthly payments. Equipment that does not transfer wears out or oftentimes is not recovered after a patient’s use of the equipment terminates. AdaptHealth uses this metric as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements. For purposes of this metric, patient equipment capital expenditure is measured as the value of the patient equipment received during the accounting period without regard to whether the equipment is purchased or financed through lease transactions.
EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
The following unaudited table presents the reconciliation of net income (loss) attributable to AdaptHealth, to EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex for the years ended December 31, 2021, 2020 and 2019:
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| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||
| | (Unaudited) | ||||||||
| Net income (loss) attributable to AdaptHealth Corp. | | $ | 156,175 | | $ | (161,632) | | $ | (21,341) |
| Income (loss) attributable to noncontrolling interests | | 1,978 | | (32,454) | | (1,260) | |||
| Interest expense excluding change in fair value of interest rate swaps | | 95,195 | | 41,430 | | 27,878 | |||
| Interest expense - change in fair value of interest rate swaps | | | — | | | — | | | 11,426 |
| Income tax expense (benefit) | | 32,806 | | (11,955) | | 739 | |||
| Depreciation and amortization, including patient equipment depreciation | | 258,053 | | 82,445 | | 62,567 | |||
| EBITDA | | 544,207 | | (82,166) | | 80,009 | |||
| Loss on extinguishment of debt (a) | | 20,189 | | 5,316 | | 2,121 | |||
| Equity-based compensation expense (b) | | 25,323 | | | 18,670 | | 11,070 | ||
| Transaction costs (c) | | 49,081 | | 26,573 | | 15,984 | |||
| Severance (d) | | 4,417 | | 5,596 | | 2,301 | |||
| Change in fair value of contingent consideration common shares liability (e) | | | (29,389) | | | 98,717 | | | 2,483 |
| Change in fair value of warrant liability (f) | | | (53,181) | | | 135,368 | | | 7,650 |
| Other non-recurring expense (income) (g) | | 5,271 | | (2,455) | | 1,403 | |||
| Adjusted EBITDA | | 565,918 | | 205,619 | | 123,021 | |||
| Less: Patient equipment capex (h) | | (198,992) | | (63,136) | | (47,421) | |||
| Adjusted EBITDA less Patient Equipment Capex | | $ | 366,926 | | $ | 142,483 | | $ | 75,600 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (a) | Represents write offs of unamortized deferred financing costs related to refinancing of debt and pre-payment penalties for early debt payoff. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (b) | Represents equity-based compensation expense for awards granted to employees and non-employee directors. The higher expense in 2021 is due to overall increased equity compensation grant activity in that period, as well as expense resulting from accelerated vesting of certain awards, including accelerated vesting of certain awards in connection with the separation of the Company’s former Co-CEO. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (c) | Represents transaction costs related to acquisitions. The 2019 period also includes costs associated with the 2019 Recapitalization and the Business Combination. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (d) | Represents severance costs related to acquisition integration and internal AdaptHealth restructuring and workforce reduction activities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (e) | Represents a non-cash charge or gain for the change in the estimated fair value of the contingent consideration common shares liability. Refer to Note 11, Stockholders’ Equity – Contingent Consideration Common Shares, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2021 for additional discussion of such non-cash charge or gain. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (f) | Represents a non-cash charge or gain for the change in the estimated fair value of the warrant liability. Refer to Note 11, Stockholders’ Equity – Warrants, included in the accompanying notes to the consolidated financial statements for the year ended December 31, 2021 for additional discussion of such non-cash charge or gain. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (g) | The 2021 period includes $2.1 million of expenses related to legal and other costs associated with the separation of the Company’s former Co-CEO, $3.9 million of expenses associated with legal settlements, $1.9 million of expenses associated with lease terminations, and $0.2 million of net other non-recurring expenses, offset by a $1.9 million gain in connection with the consolidation of an equity method investment, and $0.9 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions. The 2020 period includes $4.2 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions, offset by a $1.5 million expense related to a transition services agreement executed in connection with an acquisition completed in 2020, and $0.2 million of net other non-recurring expenses. The 2019 period |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| includes $0.9 million of net increases in the fair value of contingent consideration liabilities related to acquisitions, and $0.5 million of other non-recurring expenses. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (h) | Represents the value of patient equipment obtained during the respective period without regard to whether the equipment is purchased or financed through lease transactions. |
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements, and proceeds from equity issuances. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of salaries, labor, benefits and other employee-related costs, product and supply costs, third-party customer service, billing and collections and logistics costs, capital expenditures including patient equipment, acquisitions and debt service. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash, cash equivalents, and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, the COVID-19 pandemic may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition would be materially and adversely affected.
As of December 31, 2021, AdaptHealth had approximately $149.6 million of cash and cash equivalents. To supplement its cash liquidity, in April 2020, AdaptHealth received recoupable advance payments of $45.8 million, which were made available by CMS under the CARES Act. In addition, in connection with an acquisition completed in July 2020, AdaptHealth 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 AdaptHealth’s cash receipts for services provided until such time all amounts have been recouped. During the year ended December 31, 2021, CMS has recouped a total of $36.7 million. As of December 31, 2021, AdaptHealth has deferred a total of $12.8 million related to CMS recoupable advance payments, which is included in other current liabilities in the consolidated balance sheets. In addition, in April 2020, AdaptHealth received distributions of the CARES Act PRF of $17.2 million. Subsequent to April 2020, AdaptHealth completed several acquisitions in which the acquired companies received a total of $22.2 million of PRF payments prior to the applicable dates of acquisition. In connection with the accounting for these acquisitions, AdaptHealth recorded assumed liabilities of $7.7 million relating to the PRF payments received by the acquired companies. The PRF payments are targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The PRF payments are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions, providers were required to agree to certain terms and conditions, including, among other things, that the funds would be used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S. Department of Health and Human Services (“HHS”). All recipients of PRF payments were required to comply with the reporting requirements described in the terms and conditions and as determined by HHS. AdaptHealth recognizes grant payments as income when there is reasonable assurance that it has complied with the conditions associated with the grant. During the fourth quarter of each of the years ended December 31, 2021 and 2020, AdaptHealth recognized grant income of $10.6 million and $14.3 million, respectively, related to the PRF payments determined to comply with conditions associated with the grant.
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HHS has indicated that the CARES Act PRF are subject to ongoing reporting and changes to the terms and conditions, and there have been several updates to such reporting requirements and terms and conditions since they were issued by HHS. Such updates have related to changes to the guidance regarding utilization of the funds granted from the PRF and updates to the reporting requirements of such funds, among other updates. To the extent that there is any future updated guidance from HHS or modifications to the terms and conditions, it may affect AdaptHealth’s ability to comply and AdaptHealth could be required to reverse the recognition of the grant income recorded and return a portion of the funds received, which could be material to AdaptHealth. AdaptHealth is continuing to monitor the terms and conditions issued by HHS. Furthermore, HHS has indicated that it will be closely monitoring and, along with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS.
Also, as permitted under the CARES Act, AdaptHealth elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021. In total, AdaptHealth deferred $8.6 million under this provision. AdaptHealth paid $4.3 million on January 4, 2022 and the remaining balance of $4.3 million is expected to be paid shortly after December 31, 2022. As of December 31, 2021, $4.3 million is included in other current liabilities and $4.3 million is included in other long-term liabilities in the consolidated balance sheets.
At December 31, 2021, AdaptHealth had $785.0 million outstanding under its existing credit facility. In January 2021, AdaptHealth refinanced its debt borrowings and entered into a new credit agreement, which was subsequently amended in April 2021 (the “2021 Credit Agreement”). The 2021 Credit Agreement consists of a $800 million term loan (the “2021 Term Loan”) and $450 million in commitments for revolving credit loans with a $55 million letter of credit sublimit (the “2021 Revolver”), both with maturities in January 2026. The borrowing under the 2021 Term Loan requires quarterly principal repayments of $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. 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. As of December 31, 2021, and the date of this filing, there were no outstanding borrowings under the 2021 Revolver. 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 actual daily undrawn portion of the 2021 Revolver based on the Consolidated Senior Secured Leverage Ratio.
Under the 2021 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. 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. AdaptHealth was in compliance with all debt covenants as of December 31, 2021.
In August 2021, AdaptHealth LLC 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 AdaptHealth’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
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case together with accrued and unpaid interest. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In January 2021, AdaptHealth LLC 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 AdaptHealth’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%, and (iii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth 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, AdaptHealth 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, AdaptHealth 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.
In July 2020, AdaptHealth LLC 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 AdaptHealth’s option, in whole or in part, at any time on or after August 1, 2023, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2023 is 103.063%, (ii) August 1, 2024 is 102.042%, (iii) August 1, 2025 is 101.021% and (iv) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. AdaptHealth may also redeem some or all of the 6.125% Senior Notes before August 1, 2023 at a redemption price of 100% of the principal amount of the 6.125% Senior Notes, plus a “make-whole” premium, together with accrued and unpaid interest. In addition, AdaptHealth may redeem up to 40% of the original aggregate principal amount of the 6.125% Senior Notes before August 1, 2023 with the proceeds from certain equity offerings at a redemption price equal to 106.125% of the principal amount of the 6.125% Senior Notes, together with accrued and unpaid interest. Furthermore, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
As of December 31, 2021 and 2020, AdaptHealth had working capital of $170.2 million and a working capital deficit of $58.8 million, respectively. A significant portion of AdaptHealth’s assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for years ended December 31, 2021, 2020 and 2019:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||
| (in thousands) | | 2021 | | 2020 | | 2019 | |||
| | | (unaudited) | |||||||
| Net cash provided by operating activities | | $ | 275,679 | | $ | 195,634 | | $ | 60,418 |
| Net cash used in investing activities | | | (1,824,753) | | (815,703) | | (84,870) | ||
| Net cash provided by financing activities | | | 1,598,739 | | 643,153 | | 76,144 | ||
| Net increase in cash and cash equivalents | | 49,665 | | 23,084 | | 51,692 | |||
| Cash and cash equivalents at beginning of period | | 99,962 | | 76,878 | | 25,186 | |||
| Cash and cash equivalents at end of period | | $ | 149,627 | | $ | 99,962 | | $ | 76,878 |
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Net cash provided by operating activities for the years ended December 31, 2021 and 2020 was $275.7 million and $195.6 million, respectively, an increase of $80.1 million. The increase was the result of (1) a $352.2 million improvement in net income, (2) a net decrease of $85.4 million in non-cash charges, primarily from the change in the estimated fair value of the contingent consideration common shares liability and warrant liability, amortization, equity-based compensation expense, write-off of deferred financing costs, loss on extinguishment of debt, non-cash reduction in the carrying amount of operating lease right-of-use assets and changes in fair value of contingent consideration, (3) a $43.5 million change in deferred income taxes, (4) a net $139.2 million decrease resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses (excluding the impact of cash received in the 2020 period in connection with the CARES Act discussed below), and (5) a decrease of $28.0 million in operating lease obligations, which was offset by the receipt of $45.8 million of recoupable advanced payments from CMS and the receipt of $17.2 million of provider relief fund payments in connection with the CARES Act in 2020.
Net cash provided by operating activities for the years ended December 31, 2020 and 2019 was $195.6 million and $60.4 million, respectively, an increase of $135.2 million. The increase was the result of (1) a $171.5 million increase in net loss, (2) a net increase of $235.5 million in non-cash charges, primarily from the change in the estimated fair value of contingent consideration common shares, a non-cash charge relating to the change in the estimated fair value of the warrant liability, amortization, non-cash interest expense relating to the Company’s interest rate swaps, equity-based compensation expense, write-off of deferred financing costs, and changes in fair value of contingent consideration, (3) a $1.0 million payment of contingent consideration, (4) receipt of $45.8 million of recoupable advanced payments from CMS in connection with the CARES Act, (5) receipt of $17.2 million pursuant to the CARES Act provider relief fund payments, (6) a $21.6 million change in deferred income taxes, and (7) a net $30.8 million increase in cash resulting from the change in operating assets and liabilities, primarily resulting from the change in accounts receivable and accounts payable and accrued expenses for the period.
Net cash used in investing activities for the years ended December 31, 2021, 2020 and 2019 was $1,824.8 million, $815.7 million and $84.9 million, respectively. The use of funds in 2021 consisted of $1,620.3 million for business acquisitions, primarily from the AeroCare acquisition, $203.3 million for equipment and other fixed asset purchases and $1.2 million of other investments. The use of funds in 2020 consisted of $769.3 million for business acquisitions, primarily from the Solara, ActivStyle, Advanced and Pinnacle acquisitions, $39.8 million for equipment and other fixed asset purchases, $8.6 million for the purchase of equity and cost-method investments, offset by $2.0 million of cash proceeds from the sale of an investment. The use of funds in 2019 consisted of $63.5 million for acquisitions, primarily from the acquisition of Goulds, SleepMed and Choice, and $21.4 million for equipment and other fixed asset purchases.
Net cash provided by financing activities for 2021 was $1,598.7 million and consisted of proceeds of $1,165.0 million from borrowings on long-term debt and lines of credit, proceeds of $1,100.0 million from the issuance of senior unsecured notes, proceeds of $278.9 million from the issuance of shares of Common Stock in connection with a public underwritten offering, proceeds of $12.3 million from the exercise of stock options, and proceeds of $1.0 million in connection with the employee stock purchase plan, offset by total repayments of $869.4 million on long-term debt and finance lease obligations, payments of $13.8 million for equity issuance costs, payments of $29.2 million for debt issuance costs, payments of $19.4 million for contingent consideration related to acquisitions, payments of $5.9 million for deferred purchase price in connection with acquisitions, payments of $16.1 million for debt prepayment penalties, payments of $1.1 million for distributions to noncontrolling interests, and payments of $3.6 million relating to tax withholdings associated with equity-based compensation activity and stock option exercises.
Net cash provided by financing activities for 2020 was $643.2 million and consisted of proceeds of $591.3 million from borrowings on long-term debt and lines of credit, proceeds of $350.0 million from the issuance of senior unsecured notes, proceeds of $225.0 million from the sale of shares of Class A Common Stock and Preferred Stock in connection with private placement transactions, proceeds of $142.6 million from the issuance of shares of Class A Common Stock in connection with a public underwritten offering, proceeds of $24.5 million from the exercise of warrants, and proceeds of $0.1 million in connection with the employee stock purchase plan, offset by total repayments of $586.5 million on long-term debt and capital lease obligations, payments of $11.7 million for equity issuance costs, payments of $13.1 million for debt issuance costs, payments of $44.3 million in connection with the exchange of shares
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of Class B Common Stock for cash, payment of $29.9 million in connection with the Put/Call Agreement, distributions to noncontrolling interests of $0.8 million, a $0.7 million payment of deferred purchase price in connection with an acquisition, payments of $3.2 million of contingent consideration related to acquisitions, and net payments of $0.1 million relating to tax withholdings associated with equity-based compensation activity.
Net cash provided by financing activities for 2019 was $76.1 million and primarily related to the 2019 Recapitalization and the Business Combination, and consisted of $360.5 million of borrowings from long-term debt and lines of credit, $20.0 million of proceeds from the sale of members’ interests, net proceeds of $148.9 million from the transactions completed in connection with the Business Combination, and proceeds of $100.0 million from a preferred debt issuance, offset by total repayments of $274.9 million on long-term debt and capital lease obligations, payments of $9.0 million for financing costs, payments of $0.8 million for equity issuance costs, payment of $3.7 million for the redemption of members’ interests, payment of $13.0 million for earnout liabilities in connection with the Verus Acquisition and the HMEI Acquisition, distributions to members of $250.0 million, distributions to noncontrolling interests of $1.3 million, and net payments of $0.6 million relating to tax withholdings associated with equity-based compensation activity.
Critical Accounting Policies and Significant Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical accounting policies and significant estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies and significant estimates in relation to its consolidated financial statements include those related to revenue recognition, accounts receivable, business combinations, and valuation of goodwill and long-lived assets.
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
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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), durable medical equipment and related supplies (including wheelchairs, hospital beds and infusion pumps), diabetic medical devices and supplies (including continuous glucose monitors (CGM) and insulin pumps), and other HME products and supplies are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer medical devices and supplies and upon delivery to the home for durable medical equipment.
The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or select the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability.
The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial insurance payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments.
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.
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Business Combinations
The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Patient relationships, medical records and patient lists are not reported as separate intangible assets due to the regulatory requirements and lack of contractual agreements but are part of goodwill. Customer related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred.
Valuation of Goodwill
The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is assessed for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any.
Long-Lived Assets
The Company’s long-lived assets, such as equipment and other fixed assets and definite-lived identifiable intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Definite-lived identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are assessed for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired:
| | | | |
|---|---|---|---|
| Tradenames | 5 to 10 | | years |
| Payor contracts | 10 | | years |
| Contractual rental agreements | 2 | | years |
| Developed technology | 5 | | years |
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Recent Accounting Pronouncements
Recently issued accounting pronouncements that may be relevant to the Company’s operations but have not yet been adopted are outlined in Note 2 (dd), Recently Issued Accounting Pronouncements, to its consolidated financial statements included elsewhere in this report.
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, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews its accruals at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations and proceedings. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial conditions or results of operations. However, the Company’s assessment may be affected by limited information. Accordingly, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible.
In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS), in May 2018, the Company assumed a Corporate Integrity Agreement (CIA) at one of PPS’ subsidiaries, Braden Partners L.P. d/b/a Pacific Pulmonary Services (BP). The CIA was entered into with the Office of Inspector General of the U.S. Department of Health and Human Services (OIG). The CIA has a five-year term which expires in April 2022. In connection with the acquisition and integration of PPS by AdaptHealth, the OIG confirmed that the requirements of the CIA imposed upon BP would only apply to the operations of BP and therefore no operations of any other AdaptHealth affiliate are subject to the requirements of the CIA following the acquisition. On December 16, 2021, the OIG-HHS notified PPS that its report for the period ended March 31, 2021 had been accepted and PPS had satisfied its obligations under the CIA as of such date.
On July 25, 2017, AdaptHealth Holdings LLC, a Delaware limited liability company (“AdaptHealth Holdings”), 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. AdaptHealth Holdings 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 AdaptHealth Holdings 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
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well as other categories of information. AeroCare has cooperated with the WDKY and has produced documents and provided explanations of its billing practices. In September 2020, the WDKY indicated the investigation includes alleged violations of the federal False Claims Act and as well as alleged violations of state Medicaid false claims acts in ten states. AeroCare has cooperated fully with the investigation and has indicated to the WDKY that concerns raised do not accurately identify Medicare coverage criteria and that state Medicaid coverage requirements generally do not provide for separate reimbursement for portable gaseous oxygen contents in the circumstances at issue. While the Company cannot provide any assurance as to whether the WDKY will seek additional information or pursue this matter further, it does not believe that the investigation will have a material adverse effect on the Company.
On June 28, 2019, Solara, which was acquired by the Company in July 2020, determined that an unauthorized third-party gained access to a limited number of employee email accounts beginning in April 2019, as a result of a phishing email campaign. Solara undertook a comprehensive review of the accounts to identify what personal information was stored within the accounts and to whom that information related. In connection with the incident, Solara notified potentially affected individuals and reported this incident to law enforcement and relevant state and federal regulators. Solara was a defendant in a class action regarding the incident in federal court. In October 2021, the parties tentatively agreed to a settlement for a payment of $5.1 million, which will be covered in full by insurance and an escrow established at the time of the Solara acquisition. On January 25, 2022, the plaintiffs filed a Motion for Preliminary Approval of the settlement. As of December 31, 2021, the Company recorded a liability of $5.1 million and a corresponding indemnification asset, which are included in other current liabilities and other current assets, respectively, in the accompanying consolidated balance sheets.
On July 29, 2021, Robert Charles Faille Jr., a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers in the United States District Court for the Eastern District of Pennsylvania (the “Complaint”). The Complaint purports to be asserted on behalf of a class of persons who purchased the Company’s stock between November 11, 2019 and July 16, 2021. The Complaint generally alleges that the Company and certain of its current and former officers violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding the Company’s organic growth trajectory. The Complaint seeks unspecified damages. On October 14, 2021, the Delaware County Employees Retirement System and the Bucks County Employees Retirement System were named Lead Plaintiffs. Pursuant to the scheduling order, Lead Plaintiffs filed a consolidated complaint on November 22, 2021 (the “Consolidated Complaint”), which asserts substantially the same claim, but adds a number of current and former directors of the Company as additional defendants and a new theory of recovery based on the Company’s alleged failure to disclose information concerning the Company’s former Co-CEO’s alleged tax fraud arising from certain past private activity. On January 20, 2022, the defendants filed a motion to dismiss the Consolidated Complaint. Lead Plaintiffs’ opposition to defendants’ motion is due on March 21, 2022, and defendants’ reply is due April 15, 2022.
The Company intends to vigorously defend against the allegations contained in the Consolidated Complaint, but there can be no assurance that the defense will be successful.
On December 6, 2021, a putative shareholder of the Company, Carol Hessler, filed a shareholder derivative complaint against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (the “Derivative Complaint”). The Derivative Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by allegedly causing or allowing misrepresentations and/or omissions regarding the Company’s organic growth and the Company’s former Co-CEO’s alleged criminal activity, failing to maintain an adequate system of oversight, disclosure controls and procedures, and internal controls over financial reporting and due diligence into the Company’s management team, and engaging in insider trading. The Derivative Complaint also alleges claims for waste of corporate assets and unjust enrichment. Finally, the Derivative Complaint alleges that certain of the individual defendants violated Section 14(a) of the Securities Exchange Act by allegedly negligently issuing, causing to be issued, and participating in the issuance of materially misleading statements to stockholders in the Company’s Proxy Statements on Schedule DEF 14A in connection with a Special Meeting of Stockholders, held on March 3, 2021, and the 2021 Annual Meeting of Stockholders, held on July 27, 2021. The Derivative Complaint seeks, among other things, an award of money damages.
The Company intends to vigorously defend against the allegations contained in the Derivative Complaint, but there can be no assurance that the defense will be successful.
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